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HomeMy WebLinkAboutLegislation-SUBTHIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami Legislation Resolution City Hail 3500 Pan American Drive Miami, FL 33133 www.miamigov.cam File Number: 3122 Final Action Date: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED SIXTY-ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($61,500,000.00) IN AGGREGATE PRINCIPAL AMOUNT OF A CITY OF MIAMI, FLORIDA ("CITY") SPECIAL OBLIGATION NON- AD VALOREM REVENUE REFUNDING NOTE, SERIES 2017 ("NOTE") AND THE COSTS OF ISSUANCE THEREOF; APPROVING THE SELECTION OF THE PROPOSAL FROM DNT ASSET TRUST, A WHOLLY - OWNED SUBSIDIARY OF JPMORGAN CHASE BANK, N.A. (THE "PURCHASER"); SETTING CERTAIN BASIC PARAMETERS OF THE TERMS AND CONDITIONS OF A LOAN AGREEMENT AND THE NOTE AND AUTHORIZING THE NEGOTIATION, EXECUTION AND DELIVERY OF A LOAN AGREEMENT, THE NOTE, AND ALL OTHER NECESSARY AGREEMENTS, DOCUMENTS, AND INSTRUMENTS IN CONNECTION THEREWITH; MAKING CERTAIN FINDINGS AND DETERMINATIONS; AUTHORIZING ALL REQUIRED ACTIONS BY THE CITY MANAGER, THE CITY ATTORNEY, BOND COUNSEL, CHIEF FINANCIAL OFFICER, FINANCE DIRECTOR, FINANCIAL ADVISOR, AND ALL OTHER CITY OFFICIALS IN CONNECTION THEREWITH; FURTHER AUTHORIZING THE CITY MANAGER, CITY ATTORNEY, CHIEF FINANCIAL OFFICER, FINANCE DIRECTOR, FINANCIAL ADVISOR, BOND COUNSEL, BOND REGISTRARS AND PAYING AGENTS AND ALL OTHER NECESSARY CITY OFFICIALS TO UNDERTAKE THE NECESSARY STEPS AND TO NEGOTIATE, EXECUTE, AND DELIVER ALL AN ESCROW DEPOSIT AGREEMENT, AND ANY NOTICES, DOCUMENTS, AND INSTRUMENTS IN CONNECTION WITH THE REDEMPTION OF A PORTION OF THE CITY'S OUTSTANDING SPECIAL OBLIGATION NON- AD VALOREM REVENUE REFUNDING BONDS. SERIES 2011A ("SERIES 2011A BONDS'): DELEGATION OF AUTHORITY TO THE CITY MANAGER TO SELECT ESCROW AGENT AND VERIFICATION AGENT; FURTHER AUTHORIZATIONS REGARDING THE ISSUANCE OF THE NOTE AND THE REDEMPTION AND REFUNDING OF THE BONDS TO BE REFUNDED; RATIFYING, APPROVING, AND CONFIRMING CERTAIN NECESSARY ACTIONS BY THE CITY MANAGER AND DESIGNATED DEPARTMENTS IN ORDER TO UPDATE THE RELEVANT FINANCIAL CONTROLS AND COMPUTER SYSTEMS IN CONNECTION THEREWITH: AND PROVIDING APPLICABLE EFFECTIVE DATES. WHEREAS, the City of Miami ("City") has currently outstanding sixty-seven million, four - hundred fifty thousand dollars ($67,450,000) of its previously issued $70,645,000.00 Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2011A ("Series 2011A Bonds"); and City of Miami Page 1 of 10 File 1D: 3122 (Revision: A) Printed On: 1111412017 3122- L 1 ft,an -Sue) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 3122 Enactment Numb r. WHEREAS, in order to obtain interest savings, the City desires to issue in a total aggregate principal amount not to exceed Sixty -One Million Five Hundred Thousand Dollars ($61,500,000.00) a Special Obligation Non -Ad Valorem Revenue Refunding Note, Series 2017 ("Note") to advance refund the Series 2011A Bonds maturing on February 1 in the years 2022 through 2031 in an outstanding principal amount of Fifty-two Million, Nine Hundred Seventy-five Thousand Dollars ($52,975,000.00) (which will become subject to optional redemption as of February 1, 2021) (the "Bonds to be Refunded"); and WHEREAS, the City's Financial Advisor, Public Financial Management, Inc. ("Financial Advisor"), issued a Request for Proposals to banking and financial institutions for refinancing and refunding of the Bonds to be Refunded and received multiple proposals which were evaluated by the Financial Advisor for responses consistent with the City's needs; and WHEREAS, the proposals and recommendations by the Financial Advisor were reviewed and recommended by the City Administration to the City's Finance Committee. with the proposal dated October 30, 2017 ("Proposal", attached and incorporated) from the Lender being recommended by the Finance Committee on November 8, 2017, as the most responsive and responsible proposer providing the most favorable covenants, to lend to the City the funds necessary to refund the Bonds to be Refunded and pay transactional expenses, which loan shall be evidenced by the Note; and WHEREAS, in accordance with Section 218.385(1), Florida Statutes, as amended, the City Manager has recommended and the City Commission desires to find, determine and declare as set forth below in Section 3, that a privately -placed negotiated sale of the Note to the Lender is in the best interests of the City due to the complexities of the market, the timings of the refunding and redemption of the Bonds to be Refunded, and timing of the issuance of the Note; and WHEREAS, it is in the best interest of the City to approve the issuance of the Note and the direct placement and negotiated sale of the Note to the Lender to provide for interest savings to the City without extending the original maturities of the payments, to authorize the basic parameters of the terms and conditions of a Loan Agreement between the City and the Lender, the Note, and certain agreements and documents in connection with the issuance therewith, to delegate to the City Manager the determination of certain other details of the Loan Agreement, the Note, and the Escrow Deposit Agreement for the redemption of the Bonds to be Refunded, and to authorize the City Manager, the City Attorney, Bond Counsel, the Financial Advisor, Bond Registrars and Paying Agents, and other necessary and appropriate City officials to undertake and to do all actions necessary and in the best interests of the City in connection with the direct placement, issuance and delivery of the Note, the redemption and advance refunding of the Bonds to be Refunded; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. Authority. This Resolution is adopted pursuant to the Constitution of the State of Florida (the "State"); Chapters 166, Florida Statutes as amended; the City Charter of the City of Miami, Florida; applicable City resolutions and other applicable provisions of law (collectively, the "Act") City of Miami Page 2 of 10 bile ID: 3122 (Revision: A) Printed on: 11/14/2017 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File JD: 3122 Enactment Number: Section 2. Definitions. All capitalized undefined terms shall have the meanings as set forth in this Resolution, the Proposal, and as defined in the Loan Agreement and the Note. In addition to the words and terms defined in the recitals to this Resolution, as used herein, the following terms shall have the following meanings herein, unless the context otherwise requires: "Bond Counsel" means Squire Patton Boggs (US) LLP, Miami, Florida,, or any other attorney at Caw or firm of attorneys of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America. "Bond Registrar" means the Finance Director of the City. "Code" shall mean the Internal Revenue Code of 1986, as amended, and all temporary, proposed or permanent implementing regulation promulgated or applicable thereunder. "Escrow Agent" means the bank or financial institution selected by the City Manager as provided in Section 17, "Escrow Deposit Agreement" means the Escrow Deposit Agreement to be entered into between the City and the Escrow Agent providing for the defeasance and redemption of the Bonds to be Refunded, "Financial Advisor means Public Financial Management, Inc. "Fiscal Year" means the Fiscal Year of the City beginning on October 1 of each year and ending on September 30 of the following calendar year. "Interest Rate" means not to exceed % per annum, as adjusted pursuant to the Loan Agreement. "Loan Agreement" means the loan agreement to be entered into between the City and DNT Asset Trust, an affiliate of JPMorgan Chase Bank, N.A., in accordance with the terms of this Resolution and the Proposal. "Maturity Date" means February 1, 2031. "Non -Ad Valorem Revenues" means all revenues of the City derived from any source whatsoever, other than ad valorem taxation on real or personal property, which are legally available to make the payments required herein. "Note" means the not to exceed Sixty-one Million Five Hundred Thousand Dollars ($61,500,000.00) City of Miami, Florida Special Obligation Non -Ad Valorem Revenue Refunding Note, Series 2017 authorized pursuant to this Resolution. "Note Registrar"' means the Finance Director of the City. "Payment(s)'" means all amounts payable by the City of principal, interest and prepayment penalty, if any, on the Bond, and all other amounts payable by the City pursuant to the Loan Agreement. Gay of Miami Page 3 of 10 File ID: 3122 (Revision: A) Printed on: 1111412017 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 3122 Enactment Number: "Payment Dates" and "Payment Frequency" means (a) that principal payments shall be made annually on February 1, commencing February 1, 2018; (b) that interest payments shalt be paid semi-annually each February 1 and August 1, commencing February 1, 2018; and (d) that prepayments shall be made as set forth in the Loan Agreement. "Paying Agent" means the Finance Director of the City. "Pledged Funds" means collectively the amounts on deposit in the Bond Fund and any other funds and accounts created pursuant to the Loan Agreement and therein pledged to secure the Bond (with the exception of the Rebate Fund). "Proposal" means the attached and incorporated proposal dated October 30, 2017, from the Lender to the City. "Purchaser" or "Lender" means DNT Asset Trust, as the purchaser and holder of the Note and as Lender under the Loan Agreement. "Resolution(s)" means this Resolution No. R-17- , adopted by the City Commission of the City of Miami, Florida on November 16, 2017, as amended and supplemented from time to time. "Series 2011A Bonds" means the City's Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2011A. "Taxable Interest Rate" means the rate per annum to be borne by the Note should the interest on the Note become taxable, as set out in the Loan Agreement, and such taxable rate of interest shall continue in effect as the date the tax status is ruled to have changed until the final Payment on the Note. Section 3. Recitals and Findings. The recitals and findings contained in the Preamble of this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Additionally, it is hereby ascertained, determined and declared that: A. In accordance with Section 218.385, Florida Statutes, the City hereby finds, determines and declares, based upon the advice of its Financial Advisor for the Note, that a negotiated sale of the Note is in the best interests of the City for the following reasons: (I) The underlying security structure (credit) is one that is broadly understood by market participants and maintains a strong underlying credit rating; (iI) The structure and timing of the issuance of the Note require extensive planning, and it is not practical for the City, the Financial Advisor, and the Lender to engage in such planning within the time constraints and uncertainties inherent within a competitive bidding process; (iii) The short average life of the transaction lends itself to the competitive solicitation of financial institutions undertaken by the City with respect to the Note; (iv) Market conditions are such that this type of credit would be well received by financial institutions; (v) The vagaries of the current and near future municipal bond market demand that the City have the maximum time and flexibility in order to obtain the most favorable interest rates available; and City of Miami Page 4 of 10 File ID: 3122 (Revision: A) Printed on: 11/1412017 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 3122 Enactment Number_ (vi) The structure and timing of the advance refunding and redemption of the Bonds to be Refunded require extensive planning. B. It is in the best interests of the City, its citizens and taxpayers to issue the Note in order to realize debt service savings without extending the time for such payments. C. The Note shall be payable from the Pledged Funds. D. There are expected to be sufficient Pledged Funds to pay the interest and principal on the Note as the same become due and payable. E. The Pledged Funds are not now pledged or encumbered in any other matter. F, The Note shall not constitute a lien upon any properties owned by or situated within the City, except as provided herein with respect to the Pledged Funds, in the manner and to the extent provided herein. G. Prior to the issuance of the Note, the City shall receive from the Lender a Purchaser's Certificate, the form of which will be attached as an exhibit to the Loan Agreement and the Disclosure Letter containing the information required by Section 218.385, Florida Statutes, a form of which will be attached as an exhibit to the Loan Agreement. H, In accordance with the recommendations of the City's Administration and the Finance Committee, the City Commission hereby approves the selection of the Proposal. Section 4, This Resolution to Constitute Contract. In consideration of the acceptance of the Note authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution and the Loan Agreement shall be deemed to be and shall constitute a contract between the City and the Lender. The covenants and agreements herein set forth to be performed by the City shall be for the equal benefit, protection and security of the Lender and the Note, except as expressly provided herein and in the Loan Agreement. Section 5. Authorization of the Loan Agreement, the Note, the Escrow Deposit Agreement, and All Other Necessary Documents, Agreements, and Instruments. Subject and pursuant to the provisions hereof and in anticipation of the sale and delivery of the Note, (i) the City Manager, in consultation with the City Attorney, Send Counsel, the Chief Financial Officer, the Finance Director, and the Financial Advisor, is authorized to negotiate, to execute and to deliver a Loan Agreement with the Lender, (ii) an obligation of the City to be known as the `Special Obligation Non -Ad Valorem Revenue Refunding Note, Series 2017" is authorized to be issued, executed, and delivered in the aggregate principal amount of not to exceed Sixty- one Million Five Hundred Thousand Dollars and No Cents ($61,500,000), and (iii) the City Manager, in consultation with the City Attorney, Bond Counsel, the Chief Financial Officer, the Finance Director, and the Financial Advisor, is authorized to negotiate, to execute, and to deliver the Escrow Deposit Agreement and all other necessary documents, agreements, and instruments. The City Manager, after consultation with the City Attorney, Bond Counsel, the Chief Financial Officer, the Finance Director, and the Financial Advisor, is further authorized to negotiate, execute, and deliver any changes, modifications, supplements, or amendments to the Loan Agreement, the Note, the Escrow Deposit Agreement, and any and all other agreements, documents, and instruments as should be deemed necessary or desirable and to take such other actions as shall be necessary to implement the terms and conditions of the Loan Agreement, the Note, and the Escrow Deposit Agreement. The provisions of such documents, City of I19iarni Page 5 of 10 File ID: 3122 (Revision: A) Printed on: 11/14/2017 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Fide ID: 3122 Enactment Number: as so negotiated, executed, and delivered, are hereby incorporated into and made a part of this Resolution. Section 6. Description of the Note. The Note shalt be issued as one (1) fully registered note in the principal amount not to exceed Sixty-one Million Five Hundred Thousand Dollars and No Cents ($61,500 000.00), shall be dated as of the date of its delivery to the Lender thereof and shall mature on the Maturity Date, subject to prior mandatory amortization payments as to be provided in the Note and the Loan Agreement. The Note shall be payable to the Lender, and shall bear interest at the Interest Rate, calculated on the basis of a 30/360 day year. Interest will be paid semi-annually each February 1 and August 1 with the first interest payment due on February 1, 2018. Principal will be paid annually on February 1 each year, with the first principal payment payable on February 1, 2018. The Maturity Date shall be February 1, 2031; provided, however, that the Note and the Loan Agreement shall also provide for prepayments. Upon the occurrence of an event of taxability, any due but unpaid principal and interest on the Note shall bear interest at the Taxable Interest Rate from the date the tax status is ruled to have changed until paid and collected. Anything herein or in the Note to the contrary notwithstanding, in no event shall the interest rate borne by the Note exceed the maximum interest rate permitted to be paid by the City under applicable law. On the date of the issuance of the Note, the City shall receive an amount equal to the par amount of the Note from the Lender as the purchase price of the Note. The Note shall be payable in any coin or currency of the United States of America which on the respective dates of payment of principal and interest thereof is legal tender for the payment of public and private debts. The principal and interest on the Note shall be payable upon presentation and surrender at the principal office of the Paying Agent to the registered owner of the Note. The Note may be exchanged at the office of the Note Registrar for a like aggregate principal amount of Note of the same series and maturity as provided in the Loan Agreement. Notwithstanding the foregoing or any provision of this Resolution to the contrary, the Note shall not be transferred unless the transferee has previously executed and provided to the City an "investor letter" in substantially the same form and substance as the "investor letter" executed by the original Lender of the Note. Section 7. Execution of Note. The Note shall be executed in the name of the City by the City Manager and the seal of the City shall be imprinted, reproduced or lithographed on the Note and attested to and countersigned by the City Clerk. In addition, the City Attorney shall sign the Note, showing approval of the form and correctness thereof, and the City's Director of Risk Management shall sign the Loan Agreement, showing approval as to the City's insurance requirements. The signatures of the City Manager, the City Clerk, and the City Attorney an the Note may be by facsimile. If any officer whose signature appears on the Note ceases to hold office before the delivery of the Note, his or her signature shall nevertheless be valid and sufficient for all purposes. In addition, any Note may bear the signature of, or may be signed by, such persons as at the actual time of execution of such Note shall be the proper designated officers to sign such Note, although at the date of such Note or the date of delivery thereof such persons may not have been such officers. Any Note delivered shall be authenticated by the manual signature of the Finance Director, and the registered owner of any Note so authenticated shall be entitled to the benefits of this Resolution. Section 8. Note Mutilated, Destroyed, Stolen or Lost. If the Note is mutilated, destroyed, stolen or lost. the City or its agent may, in its discretion (i) deliver a duplicate replacement Note, or (ii) pay a Note that has matured or is about to mature or has been called for redemption. A mutilated Note shall be surrendered to and cancelled by the Note Registrar. City of Miami Page 6 of 10 Pile ID: 3122 (Revision: A) Printed on: 11114/2017 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 3122 Enactment Number: The holder of the Note must furnish the City or its agent proof of ownership of any destroyed, stolen or lost Note; post satisfactory indemnity; comply with any reasonable conditions the City or its agent may prescribe; and pay the reasonable expenses of the City or its agent. Any such duplicate Note shall constitute an original contractual obligation on the part of the City whether or not the destroyed, stolen or lost Note be at any time found by anyone, and such duplicate Note shall be entitled to equal and proportionate benefits and rights as to lien on, and source of payment of and security for payment from, the funds pledged to the payment of the Note so mutilated, destroyed, stolen or lost. Section 9. Form of Note. The Note shall be in substantially the form attached as Exhibit A to the Loan Agreement, with only such omissions, insertions and variations as may be necessary and desirable and permitted by this Resolution or by any subsequent ordinance or resolution adopted prior to the issuance thereof. Section 10. Covenants of the City. To the extent permitted by and in accordance with applicable law and budgetary processes, the City covenants and agrees to budget and appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues lawfully available in each Fiscal Year, amounts sufficient to satisfy the Annual Debt Service Requirement for such Fiscal Year and any Rebate Amount due during such Fiscal Year as provided in Section 11 hereof. Such covenants and agreements on the part of the City to budget and appropriate such legally available amounts as stated above shall be cumulative to the extent not paid, and shall continue until such legally available funds in amounts sufficient to make all such required Payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenants of the City, the City does not covenant to maintain any services or programs, now provided or maintained by the City, which generate Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor, except as provided below, does it preclude the City from pledging in the future its Non -Ad Valorem Revenues, nor does it require the City to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Lender a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the City. Such covenant to budget and appropriate Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereinafter entered into (including the payment of debt service on other bonds and other debt instruments of the City). However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of making available for the payment of the Payments, in the manner described herein, Non -Ad Valorem Revenues and to the extent permitted by applicable law placing on the City a positive duty to budget and appropriate, by amendment if necessary, amounts sufficient to meet its obligations hereunder; subject, however, in all respects to the restrictions of Section 166.241(2), Florida Statutes, which provides, in part, that the governing body of each municipality make appropriations for each Fiscal Year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources; and subject further, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the City or which are legally mandated by applicable law. Section 11. Tax Covenants. The City covenants and agrees to comply with the requirements applicable to it contained in the Code to the extent necessary to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes. City of Miami Page 7 of 10 File 0: 3122 (Revision: A) Printed on: 1111412017 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 3122 Enactment Number: Specifically, without intending to limit in any way the generality of the foregoing, the City covenants and agrees: (1) To pay to the United States of America, at the times required pursuant to Section 148(f) of the Code, any rebate amount ("Rebate Amount') determined pursuant to Section 148(f) of the Code; (2) To maintain and retain all records pertaining to and to be responsible for making or causing to be made all determinations and calculations of the Rebate Amount and required payments of the Rebate Amount as shall be necessary to comply with the Code; (3) To refrain from using proceeds from the Note in a manner that would cause the Note to be classified as a private activity bond under Section 141(a) of the Code; and (4) To refrain from taking any action that would cause the Note, or any of them, to become arbitrage bonds under Section 148 of the Code. Section 12. Security; Note Not General Indebtedness. The Note shall not be deemed to constitute a general obligation or a pledge of the faith and credit of the City, the State or any other political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation, but shall be payable solely from and secured by a lien upon and a pledge of the Pledged Funds, in the manner and to the extent herein provided. No holder of the Note shall ever have the right, directly or indirectly, to require or compel the exercise of the ad valorem taxing power of the City, the State or any other political subdivision of the State or taxation in any form on any real or personal property to pay the Note or the interest thereon, nor shall any holder of the Note be entitled to payment of such principal of and interest from any other funds of the City other than the proceeds of the Pledged Funds, all in the manner and to the extent herein provided. The Note and the indebtedness evidenced thereby shall not constitute a lien upon any real or personal property of the City, but shall constitute a lien only on the proceeds of the Pledged Funds, all in the manner and to the extent provided herein. Section 13. Sale of Note to Refund and to Redeem the Bonds to be Refunded. The Note is hereby sold and awarded to the Lender, at the purchase price equal to the par amount thereof and the City Manager, the City Clerk, and the City Attorney are hereby authorized to execute and deliver the Note in the form set forth herein and in the Loan Agreement, receive the purchase price therefor and apply the proceeds thereof to pay costs of issuance of the Note and for the City to redeem and to refund the Bonds to be Refunded as herein provided, without further authority from this body. The City Manager and the City Clerk are authorized to make any and all changes on the form of the Note which shall be necessary to conform the same to the proposed term sheet of the Lender. Execution of the Note by the City Manager, the City Clerk, Risk Management Director, and the City Attorney shall be conclusive evidence of their approval of the form of the Note. Section 14. Amendments and Supplements to this Resolution. This Resolution shall be further amended and supplemented as necessary in order to accomplish the issuance of the Note or as necessary in connection with the purposes for which the Note are being issued or as necessary in connection with the redemption and refunding of the Bonds to be Refunded. Section 15. Severability. If any one or more of the covenants, agreements or provisions of this Resolution should be held contrary to any express provision of law or contrary City of Miami Page 8 of 10 File ID: 3122 (Revision: A) Printed on: 11/141201T THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 3122 Enactment Number: to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed severed from the remaining covenants, agreements or provisions of this Resolution, or of the Note issued hereunder, or regarding the redemption and advance refunding of a portion of the Bonds to be Refunded. Section 16. Controlling Law; Members, Officials, Agents, Representatives and Employees of City Not Liable. All covenants, stipulations, obligations and agreements of the City contained in this Resolution shall be deemed to be covenants, stipulations, obligations and agreements of the City to the full extent authorized by the Act and provided by the Constitution and laws of the State. No covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, official, agent, representative or employee of the City in his or her individual capacity, and neither the members of the City Commission, the Mayor, the City Clerk, City Attorney, City Manager, Risk Management Director, the Chief Financial Officer, the Finance Director, nor any other official executing the Bond shall be liable personally on the Bond or this Resolution or shall be subject to any personal liability or accountability by reason of the issuance or the execution by the City, or such respective members, officials, agents, representatives or employees thereof, or by reason of the redemption and refunding of the Bonds to be Refunded. Section 17, Further Authorizations regarding the issuance of the Note and the redemption and refunding of the Bonds to be Refunded; Delegation of Authority to Select Escrow Agent and Verification Agent. The City Manager and the City Clerk, the Chief Financial Officer, the Finance Director, the City Attorney, Bond Counsel, the City's Financial Advisor, and such other officers, employees, agents, and representatives of the City as may be designated by the Mayor, the City Commission, the City Attorney, and the City Manager, including any Note Registrar, Escrow Agent, or Paying Agent, or any of them, are each designated as respective applicable agents of the City, as necessary, in connection with the sale, issuance and delivery of the Note, the notices, calls for redemptions, redemptions, and the refunding of the Bonds to be Refunded, and are authorized and empowered, collectively or individually, to take all action and steps and to execute the Note, all notices, instruments, agreements, certificates, documents and contracts on behalf of the City, and as and if necessary, including the execution of documentation required in connection with the sale of the Note to the Lender, and the redemption and refunding of the Bonds to be Refunded, that are necessary or desirable in connection therewith, and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution, the Proposal. or any action relating to the Note or the Bonds to be Refunded, heretofore taken by the City and/or by the City's Financial Advisor, Bond Counsel, City Manager, Chief Financial Officer, Finance Director, and City Attorney, or other necessary City officials, employees, representatives, and agents, including any Note Registrar, Escrow Agent or Paying Agent for the Bonds to be Refunded. Such officials, employees, agents and representatives and those so designated are hereby charged with the responsibility for the issuance of the Note and the redemption and refunding of the Bonds to be Refunded, on behalf of the City and with any related and required responsibilities of the City, its agents, representatives, employees, or officials, including its Financial Advisor and Bond Counsel and any Note Registrar, Escrow Agent or Paying Agent. Any and all costs incurred in connection with the issuance of the Note and the redemption and refunding of the Bonds to be Refunded are hereby authorized to be paid from the proceeds of the Note and from any other City funds that have previously been designated by the City for such payments. The City Manager and all other necessary City officials, employees, agents and City of Miami Page 9 of 10 File 0: 3122 (Revision: A) Printed on: 11/1412017 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 3122 Enactment Number: representatives are hereby further authorized to use all remaining proceeds and interest thereon, if any, from the Bonds to be Refunded (and the debt refunded by the Bonds to be Refunded) to make a deposit under the Escrow Deposit Agreement to be used to pay the cost of the refunding of the Bonds to be Refunded. The City Manager is hereby delegated the authority to select a bank or other financial institution to serve as Escrow Agent with respect to the Bonds to be Refunded and a verification agent based upon proposals received and reviewed by the City's Financial Advisor. Section 18. Ratifications, Approvals, and Confirmations. Certain necessary actions by the City Manager and the designated Departments in order to update the relevant financial controls, project close-outs, accounting entries, and computer systems in connection with ongoing compliance for the outstanding Series 2011A Bonds, the Authorizing Resolution, and the Tax Compliance Certificate for continuing compliance are hereby ratified, approved and confirmed. Section 19. Repeal of Inconsistent Resolutions. All resolutions or parts thereof in conflict herewith are to the extent of such conflict superseded and repealed. Section 20. Effective Date. This Resolution shall be effective immediately upon its adoption and signature by the Mayor.' APPROVED AS TO FORM AND CORRECTNESS: If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 10 of 10 File ID: 3122 (Revision: A) Printed on: 11/1412017 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. October 30, 2017 I P Morgan CREDIT FACILITY PROPOSAL. Non -Bank Qualified Tax -Exempt Note in the amount of up to $61,500,000 and/or a Taxable Note in the amount of up to $7,500,000 to be issued by the City of Miami THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. October 30, 2017 Erica Paschal City of Miami epaschal@miamieov.com Dear Erica, Sergio & Pete: J.P.Morgan Sergio Masvidal Public Financial Management masvidals@pfm.com Pedro Varona Public Financial Management varonap@pfm.com On behalf of JPMorgan Chase Bank, N.A. ("JPMorgan"), we are pleased to propose for discussion indicative terms to the City of Miami for a Non -Bank Qualified Tax -Exempt Note in the amount of up to $61,500,000 and/or a Taxable Note in the amount of up to $7,500,000. subject to the following terms and conditions described herein (the "Proposal"). The proposed indicative terms included in the enclosed Summary of Terms and Conditions are for discussion purposes only and do not represent an offer or commitment to lend on the part of JPMorgan or its affiliates and will be subject to due diligence, credit analysis and approval, and documentation of detailed terms and conditions=satisfactory to JPMorgan and its legal counsel Should any of the enclosed terms and conditions conflict with the City of Miami's structuring parameters, we will be happy to discuss mutually acceptable alternatives. Should you have any questions regarding any of the indicative terms, please do not hesitate to contact either of us at the numbers set forth below: Ralph [-1"sldevert Executive Director 1450 Brickell Ave, Floor 33 Miami, FL, 33131 305-579-9320 ralph.bildevert@jpmorgan.com Jackie Watson Executive Director, Credit Risk Director 450 S. Orange Ave Orlando, FL 32801 407-236-5382 jackie.watson jjjpmorgan.com JPMorgan has been the market leader in publicfinance credit for over 35 years and ranks among the largest providers of credit facilities in the municipal market today. Our deep familiarity with this sector is viewed as a strong benefit by the municipal clients with whom we do business. We believe that our experience in providing direct purchase note financing, coupled with our long experience in deal execution, will ensure an efficient, cost-effective transaction. Client references are available upon request. JPMorgan Chase Bank, N.A. Credit Ratings: Moody's Outlook: Long Term Issuer Ratings: Short Term Issuer Ratings: Stable Aa3 P-1 S&P Stable A+ A-1 Fitch Stable AA- FI+ Annual Report: JPMorgan Chase & Co.'s most recent annual report may be accessed via the following website: https://wwwdornoroanchase_com/corporate/in vestor-relationsiannua]-reportproxv.htm We look forward to further discussions with the City of Miami and its financing team regarding this proposal. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Yours sincerely, JPMORGAN CHASE BANK, N.A. 40k4: By: Ralph Hildevert Relationship Executive Confidential By: Jackie Watson Executive Director J.P Morgan 2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. J P. Morgan. CITY OF MIAMI Non -Bank Qualified Tax -Exempt Note and/or Taxable Note Summary of Terms and Conditions October 30, 2017 This Summary of Terms and Conditions (the "Term Sheet") is confidential and is intended as a statement of indicative terms only, and is provided to facilitate additional discussion. It is a proposal for your consideration only and not a commitment by JPMorgan Chase Bank, NA or its affiliates ("JPMorgan") to provide the financing described in this Terre Sheet or any other financing. The rates and fees set forth in this proposal are indicative and are subject to market conditions at all times until JPMorgan will commit to in writing and. in any event should not be regarded as indicative alter the date of this Term Sheet. The terms in this proposal expire on November 2S, 2017. SECTION I DESCRIPTION OF THE NOTES Issuer: City of Miami (the "Issuer") Purchaser: Facility /Amount: Tax -Exempt Note DNT Asset Trust and its successors and assigns (the "Purchaser"). DNT Asset Trust is a Delaware business trust, a wholly owned subsidiary of.IPMorgan Chase Bank, N.A., and is an -accredited investor" under SEC Rule 501,. Regulation D and a "qualified institutional buyer" under SEC Rule I44A. JPMorgan Chase Bank, N.A. (the "Noteholder Representative" or the 'Bank") and its successors and assigns, or any other entity subsequently appointed by the majority of the noteholders, shall act as the representative on behalf of the noteholder and shall be the party which provides consent, direct remedies and takes all actions on behalf of the Purchaser and other noteholders under the Note Documents. Taxable Note JPMorgan Chase Bank, N.A. and its successors and assigns (the "Purchaser" or the "Bank"). Tax -Exempt Note Up to $61,500,000 Non -Bank Qualified Tax -Exempt Direct Purchase Note (the "Tax - Exempt Note" or the "Facility") issued as a single maturity Note. Taxable Note Up to $7,500,000 Taxable Direct Purchase Note (the "Taxable Note" or the "Facility-1 issued as a single maturity Note. The Tax -Exempt Note and the Taxable Note, collectively the Notes, will be purchased at 100% of Par on an 'all or none' basis. The Notes will not be rated by any rating agency, shall not be initially registered to participate in DTC, shall not contain CUSIP numbers and shall not be marketed during any period in which the Notes are held by the Purchaser thereof pursuant to any Official THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Confidential Statement, Offering Memorandum or any other disclosure documentation. Each Purchaser shall take physical delivery of the Notes at closing. Purpose: Tax -Exempt Note Advance refund a portion of the outstanding Special Obligation Notes, Series 2011A Taxable Note Advance refund a portion of the outstanding Non -Ad Valorem Refunding Revenue Notes, Taxable Pension Series 2009. Note Maturity Date: Tax -Exempt Note — February 1, 2031 Taxable Note — December 1, 2025 SECTION II INTEREST RATES, PAYMENTS AND FEES Fixed Interest Rate: The Notes will accrue interest at a fixed rate per annum as set forth below, based upon the tenor selected by the Issuer. The following fixed interest rates are indicative as of October 30, 2017 and are subject to change daily until a written rate lock letter agreement is executed between the Issuer and the Bank: Tax -Exempt Note Maturity Date Optional Redemption Date ** Indicative Fixed Rate *** February 1, 2031 NIA 2.46% February 1, 2031 February 1.2022 2.62% ** The Note is callable at par on or after the Optional Redemption Date. *** Should the Issuer request the removal of the `Change in Tax Rate' provision referenced on page 4 of this Terns Sheet, an additional 36 basis points would be added to the Indicative Fixed Rate shown above. Taxable Note Maturity Date December 1, 2025 Optional Redemption Date ** N/A Indicative Fixed Rate 3.67% December 1, 2025 December 1, 2022 3.73% ** The Note is callable at par on or after the Optional Redemption Date. Payments / Amortization: Tax -Exempt Note Interest Payment Dates: February I and August 1. commencing February I, 2018 Principal Payment Dates: February of each year. commencing February 1, 2018 Data f Principal 2/1/2018 $ 1,410,000 2/1/2019 $ 900,000 2/1/2020 $ 926,000 2/112021 $ 950,000 211/2022 $ 5,015,000 2/1/2023 $ 6,150,000 2/1/2024 $ 5,295,000 2/1/2025 $ 5,445,000 211/2026 $ 5,596,000 21112027 $ 5,756,000 2/1/2028 $ 5,915,000 2/1/2029 $ 6,080,000 2/1/2030 $ 6,246,000 2/112031 $ 6,420,000 Total j $ 61,100,000 JP. Morgan THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Prepayment: Confidential Taxable Note Interest Payment Dates: June 1 and December I, commencing June 1, 2018 Principal Payment Dates: December of each year, commencing December 1, 2018 Date Principal $ 155,000 $ 165,000 $ 670,004 $ 665,000 $ 665,000 $ 670,000 $ 670,000 $3,805,000 12/1/2018 121112019 12/112020 12/1/2021 12/1/2022 12/1/2023 12112024 12/1/2025 Total $7,465,000 Notwithstanding the foregoing. the Notes will be required to be repaid in full an the respective Note Maturity Dates. Upon an Event of Default, interest will be computed at the Default Rate (defined below). The Notes may be prepaid in whole or in part, without premium or penalty, an any Optional Redemption Date as defined above. Any prepayment on any date other than those provided for above is subject to breakage costs payable by the Issuer. Day Basis/Year: 30/360 Base Rate: The higher of (i) the Bank's Prime Rate and (ii) 2.5% plus the one month Adjusted LIBOR Rate, as such terms will be more particularly described in the related note documents. Default Rate: Base Rate + 4.00% SECTION III OTHER NOTE TERMS AND PROVISIONS Security: Covenant to budget and appropriate legally available non -ad valorem revenues sufficient to repay principal and interest on the Notes. Drawdown: The proceeds of the Notes will be fully drawn on the date of issuance. Required Documents: The terms of this financing will he evidenced by agreements, instruments and documents (collectively, the "Note Documents") that are usual and customary for Direct Purchase Note transactions. The required documentation will include, but not be limited to, the terms and conditions outlined herein as well as the Bank's standard provisions with respect to representations and warranties, covenants. events of default, remedies, conditions precedent, waiver of jury trial. compliance with anti -corruption laws, and other general provisions that the Purchaser and its counsel deem necessary and will otherwise be satisfactory in form and substance to the Purchaser and its counsel. Note Documents will be prepared by bond counsel or Issuer's counsel. Conditions Precedent: Usual and customary representations and warranties and other conditions prior to the issuance of the Notes for like situated issuers and for the type and term of the Facilities including absence of default, absence of material litigation and absence of material adverse change from the Issuer's financial conditions and operations as reflected in the most recent audited financial statements of the Issuer. Additional conditions precedent will include delivery of acceptable documentation and legal opinions, including an opinion of bond counsel as to the validity and enforceability of the J P. Morgan THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Financial Covenants: Reporting Covenants: Tax Gross -Up: Change in Tax Rate: Sale / Assignment: Waiver of Jury Trial: Governing Law: SECTION IV Confidential obligations of the Issuer under the Note Documents and, for the Tax -Exempt Note. that interest payable on the Note is exempt from federal and State of Florida income taxation. Covenants will be consistent with those as currently required and defined in the Issuer's resolution(s) for its existing CH&A debt including the 2.00x anti -dilution test. The Issuer will provide the following items in an electronic format acceptable to the Purchaser: I. Receipt of CAFR within 240 days of the fiscal year end. 2. Additional information as reasonably requested by the Bank. Tax -Exempt Note In the event that the Tax -Exempt Note subsequently loses its tax exemption as a result of violations of the tax covenants, the Purchaser will require an adjustment to the Interest Rates payable on the Note to account for such Toss of tax exemption. The Tax -Exempt Note Purchaser will not require any adjustment to the Interest Rate for (i) changes to the regulatory environment or required regulatory capital, or (ii) changes due to a decline in the Issuer's public bond rating. Any adiustment to the Interest Rate will solelv be related to the loss of tax exemption for violations of the tax covenants. Tax -Exempt Note In the event of a change in the Corporate Tax Rate (as hereinafter defined) during any period where interest is accruing on a tax-exempt basis causes a reduction in the tax equivalent yield on the Tax -Exempt Note, the interest payable on the Tax -Exempt Note will be increased to compensate for such change in the effective yield to a rate calculated by multiplying the note interest rate by the ratio equal to (1 minus A) divided by (I minus B), where A equals the Corporate Tax Rate in effect as of the date of the corporate tax rate adjustment as announced by the IRS and B equals the Corporate Tax Rate in effect on the date of the original issuance of the Note. The Corporate Tax Rate will mean the highest marginal statutory rate of federal income tax imposed on corporations and applicable to the Bank (expressed as a decimal). Should the Issuer request removal of the `Change in Tax Rate' provision an additional 36 basis points would be added to the Indicative Fixed Rate as indicated on Section Il. The Issuer will agree that each Purchaser may without limitation (i) at any time sell, assign. pledge or transfer al] or a portion of each Note, or one or more interests in all or any part of such Purchaser's rights and obligations under each Facility to one or more assignees and/or participants which may include affiliates of the Bank; and (ii) at each Purchaser's option, disclose information and share fees with such assignees and/or participants. The Issuer and each Purchaser will waive, to the fullest extent permitted by applicable law. any right to have a jury participate in resolving any dispute in any way related to this Term Sheet, any related documentation or the transactions contemplated hereby or thereby. All aspects of each Facility being discussed including this Term Sheet and any Note Documents will be governed by the laws of the State of Florida. OTHER BANK REQUIREMENTS Municipal Advisor Disclosure: The Issuer acknowledges and agrees that (i) the transaction contemplated herein is an arm's length commercial transaction between the Issuer and the Bank and its affiliates, (ii) in connection with such transaction, the Bank and its affiliates are acting solely as a principal and not as an advisor including. without limitation, a "Municipal Advisor" as such term is defined in Section 15B of the Securities and Exchange Act of 1934, as amended, and the J P. Morgan 4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Expenses: Confidential related final rules (the "Municipal Advisor Rules"), agent or a fiduciary of the Issuer, (iii) the Bank and its affiliates are relying on the Bank exemption in the Municipal Advisor Rules, (iv) the Bank and its affiliates have not provided any advice or assumed any advisory or fiduciary responsibility in favor of the Issuer with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (whether or not the Bank, or any affiliate of the Bank, has provided other services or advised, or is currently providing other services or advising the Issuer on other matters), (v) the Bank and its affiliates have financial and other interests that differ from those of the Issuer, and (vi) the Issuer has consulted with its own financial, legal, accounting, tax and other advisors. as applicable, to the extent it deemed appropriate. The issuer will pay or reimburse the Purchaser for all its out-of-pocket costs and expenses and reasonable attorneys' fees where not prohibited by applicable law and incurred in connection with (i) the development, preparation and execution of the Notes, and (ii) in connection with the enforcement or preservation of any rights under any agreement, any amendment, supplement, or modification thereto. and any other loan documents both before and after judgment. Legal Counsel: The Bank will engage Locke Lord LLP as the Purchaser's legal counsel. Mark -David Adams will be acting in the capacity of attorney representing the Purchaser. Information Sharing: Website Disclosure: Confidentiality: Legal fees are estimated at $6,500 per facility or $9,500 for both facilities. Mark -David Adams Locke Lord LLP 525 Okeechobee Boulevard, Suite 1600 West Palm Beach, FL 33401 561-820-0281 mark.adarns@lockelord.com The Issuer will agree that each Purchaser may provide any information or knowledge such Purchaser may have about the Issuer or about any matter relating to each Facility described in this Term Sheet to .IPMargan Chase & Co., or any of its subsidiaries or affiliates or their successors, or to any one or more purchasers or potential purchasers of the Notes, or participants or assignees of the Notes or each Facility described in this letter. As a best practice to maintain transparency, final documentation may be posted by the Issuer on a national public bond market repository provided that certain information be redacted by the Issuer as directed by the Bank. Items that should be redacted include pricing, financial ratio covenants. signatures/names, account numbers, wire transfer and payment instructions and any other data that could be construed as sensitive information. This Term Sheet is for the Issuer's confidential review and may not be disclosed by it to any other person other than its employ ees, attorneys, board members and financial advisors (but not other commercial lenders), and then only in connection with the transactions being discussed and on a confidential basis, except where disclosure is required by law, or where the Purchaser consents to the proposed disclosure. J.P. Morgan 2017 Refinancings Special Obligation (CB&A) Refunding Bonds, Series 2017A • Refinancing 2009 Pension Obligation Bonds (Taxable) Special Obligation (CB&A) Refunding Bonds, Series 2017B • Refinancing 2011A Special Obligation Bonds (Tax-exempt) PFM Financial Advisors LLC pfm 255 Alhambra Circle, 305.448-6992 Suite 404 pfm.com Coral Gables, FL 33134 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Executive Summary s PFM identified two refunding candidates: Non -Ad Valorem Refunding Revenue Bonds, Pension Series 2009 (Taxable), and Special Obligation Bonds, Series 2011A (Tax -Exempt) The City sought proposals from lending institutions for these two discrete transactions. Four (4) proposals were received on October 30, 2017 • Issuing a Special Obligation Non- Ad Valorem Revenue Refunding Bond, Taxable Pension Series 2017 • Proceeds in the approximate amount of $7.5 million will be used refund the callable portion of the Non -Ad Valorem Refunding Revenue Bonds, Taxable Pension Series 2009 for net present value savings • Issuing a Special Obligation Non- Ad Valorem Revenue Refunding Bond, Series 2017 • Proceeds in the approximate amount of $61.5 million will be used refund the callable portion of the Special Obligation Bonds, Series 2011A for net present value savings woo The financings will be completed via a Direct Purchase of a Note by a "sophisticated investor" • The direct placement structure offers specific benefits to the City: • Only sophisticated investor(s) will be eligible to buy the note; future transferability is also limited • Official Statement is not required • Credit ratings are not required • Reduced costs of issuance and administrative time 0 PFM 2 Refinancing of 2011A Tax -Exempt Bonds 1- z u u O 00 �u zm O z Ia M I- J (oz CO11w a02 (?M ~ Y O w U 2mco • U H O au_ • Z O co Li • O w • Refinancing the existing Special Obligation Bonds, Series 2011A (approximately $53MM) - Lowest -cost proposal provided an indicative rate as of the date of the proposal of 2.36°/0 • Included onerous covenants such as cross -default and acceleration • Second lowest -cost proposal provided an indicative rate as of the date of the proposal of 2.46%, plus 0.36% to waive "tax gross up language" (recommended) • All -in rate of 2.82% as of the date of the proposal • ANT Asset Trust, a wholly owned subsidiary of JPMorgan Chase Bank, N.A., would act as the "Purchaser" • Optional prepayment at anytime at the "Make -Whole„ amount. Effectively negates the economics of a future refinancing • Results in estimated Net Present Value Savings of 10.04% or $5.32 million PFM City of Miami Special Obligation Refundin 2017 Refunding !P Morgan Stats Tax Language Removed Language Indicative Rate Tax Adjustment* 2.46% 0.57% 2.46% 0.36% Final Rate 3.03% 2.82% *Assumes the current 35% corporate tax rate decreases to 20% Date SAVINGS The City of Mimi, Florida Proposed Refunding of Series 2011A Present Value Prior Refunding to 11/28/2017 Debt Service Debt Service Soviugs �[r�, 2.3953698% 12/01/2018 3,018,342.50 2,553,I57.50 465,185.00 453,372.53 12/01/2019 3,018,342.50 2,555,779.50 462,563.00 437.818.29 12/0112020 3,018,342.50 2,555,470.00 462,872.50 425,530.62 12/01/2021 3,01.8,342.50 2,554,455.50 463,887.00 414,226.70 12/01/2022 7,002,386.25 6,535,772.00 466,614,25 405,293.09 12/01/2023 6,999,180.00 6,532,798.00 466,382.00 394,035.37 12/01/2024 6,999,540.00 6,535,735.00 463,805.00 381,223.70 12/01/2025 7,000,0I2_50 6,534,442.00 465,570.50 372,559.14 12/01/2026 7,002,543.75 6,538,778.00 463,765.75 361,323.97 12/01/2.027 7,003,256.25 6,538,602.00 464,654.25 352,565.07 12/01/2028 7,003,900.00 6,538,843.50 465,056.50 343,799.86 12/01/2029 7,002,600.00 6,539,361.50 463,238.50 333,721.94 12/01/2030 6,999,700.00 6,535,085.50 464,614.50 326,277.43 12/01/2031 6,998,850.00 6,535,874.50 462,975.50 317,013.39 82,085,338.75 75,584,154.50 6,501,184.25 5,318,761.59 3 Refinancing of 2009 Taxable Pension Bonds • Refinancing the existing Non -Ad Valorem Refunding Revenue Bonds, Taxable Pension Series 2009 (approximately $6.4MM) • Lowest -cost proposal provided an indicative rate as of the date of the proposal of 3.172% • PNC Financial Services would act as the "Purchaser" • Optional prepayment at anytime at the "Make -Whole" amount. Effectively negates the economics of a future refinancing • Provision that if City falls below BBB- rating, proposed pricing would increase 50 basis points • Although extremely unlikely, this represents the "worst case scenario" and thus is represented in the numbers shown here • Results in estimated Net Present Value Savings of 9.05% or $675,000 Q PFM Date SAVINGS The City of Miami. Florida Taxable Refunding of Series 2009 Present Value Prior Reftuiding to 11/28/2017 Debt Service Debt Service Savings @ 2.8953698% 12/01/2017 735.286.25 235.286 25 235,229.89 12/01/2018 470,572.50 421.399.09 49.173.41 49,117.84 12/01/2019 470,572.50 423.790.40 46.782,10 45,536.42 12/01/2020 970,572.50 923,098.80 47,473.70 44,918.15 12/01/2021 945,572.50 898.863.60 46,708.90 42,894.30 12/01/2022 929,872,50 884.628.40 45,244.I0 40,338.56 12/01/2023 912.772,50 865,026.00 47,746.50 41,224.84 12/01/2024 894,272.50 845,240.00 49,032.50 41.026.85 12/01/2025 4.006.237.50 3,960,270.40 45.967.10 37,325,35 9.835.731.25 9.222.316.69 613,414.56 577,612.21 4 Timing for the Transaction For both issuances, rate will be locked after the City Commission meeting on November 16 Data October 2 October11 October 18 October 24 October 30 November 1 November 2 November 3 November 8 November 8 November 13 November 16 November 17 November 27 & ©PFM CITY OF MIAMI, FLORIDA Special Obligation Revenue Refunding Bonds, Series 2.017 ® EEO Wed ®MEN ®1111--1 13 El ®-11111® 20 - ®----- - ----- Mon OM moil BMUIk•d MEM, 11111I®111i®111111i-- 11111 12 11211111®i1.11111 - M-- ------- Event Distribute Distribution List it Timetable / Draft RFP to Working Group Distribute Bank Loan RFP Distribute First Draft of Resolution, Loan Agreement Working Group Conference Call ( Document Comments) Bank Loan RFP Bids Received Seek Bids for Verification Agent City Attorney Submits Placeholder for Resolution Distribute Second Draft Resolution, Loan Agreement Submit Resolution to Agenda Coordinator for City Commission Finance Committee Approval Distribute Closing Documents, Closing Memorandum City Commission Meetin! — Adopt Resolution, Award Note Circulate Finalized Loan Agreement 28 Pre -closing and Closing Responsibility FA FA BC All City FA City BC City City BC, FA City BC All 5 THIS DOCUMENT IS A SUBSTITUTION TO 1- z w w w z U J z O H • z O uJ 2 ▪ _ Y U 0 Q p m 0) J = Q ~ z LL O _ p z Ow Preliminary Financing Estimates PFM 6 Sources: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. SOURCES AND USES OF FUNDS The City of Miami, Florida Series 2017 Special Obligation Refunding Preliminary Numbers Indicative Rates as of Oct. 30 Worst Case Scenario (20% Tax Rate Assumed) 2017 taxable (PNC) and 2017 tax exempt (JP Morgan) Taxable Proposed Refunding of Refunding of Series 2009 Series 20I lA Total Bond Proceeds: Par Amount 7,465,000.00 61,100,000.00 68,565,000.00 7,465,000.00 61,100,000.00 68,565,000.00 Uses: Taxable Proposed Refunding of Refunding of Series 2009 Series 201 IA Total Refunding Escrow Deposits: Cash Deposit SLGS Purchases 235,286.31 7,160,107.00 0.53 60,934,128.00 235,286.84 68,094,235.00 7,395,393.31 60,934,128.53 68,329,521.84 Delivery Date Expenses: Cost of Issuance 69,000.00 162,450.00 23I,450,00 Other Uses of Funds: Additional Proceeds 606.69 3,421.47 4,028.16 7,465,000.00 6I,100,000.00 68,565,000.00 Note: Preliminary numbers for discussion purposes only. Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page i pfm THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Bond Component Dated Date Delivery Date First Coupon Last Maturity BOND SUMMARY STATISTICS The City of Miami, Florida Taxable Refunding of Series 2009 Arbitrage Yield True Interest Cost (TIC) Net Interest Cost (WIC) All -In TIC Average Coupon Average Life (years) Duration of Issue (years) Par Amount Bond Proceeds Total Interest Net Interest Total Debt Service Maximum Annual Debt Service Average Annual Debt Service Underwriter's Fees (per $1000) Average Takedown Other Fee Total Underwriter's Discount 11/28/2017 11/28/2017 06/01/2018 12/0l/2025 2.895370% 3.671950% 3.672000% 3.837757% 3.672000% 6.411 5.710 7,465,000.00 7,465,000.00 1,757,316.69 1,757,316.69 9,222,316.69 3,960,270.40 1,151,590.01 Bid Price 100.000000 Par Average Average PV of 1 bp Value Price Coupon Life change Bond Component 7,465,000.00 100.000 3.672% 6.411 4,182.80 7,465,000.00 6.411 4,182.80 TIC All -In Arbitrage TIC Yield Par Value 7,465,000.00 7.465.000.00 7-465,000.00 + Accrued Interest + Premium (Discount) - Underwriter's Discount - Cost of Issuance Expense -69,000.00 - Other Amounts Target Value 7,465,000.00 7,396,000.00 7,465,000.00 Target Date 11/28/2017 11/28/2017 11/28/2017 Yield 3.671950% 3.837757% 2.895370% Nov 8, 2017 9r05 am Prepared by PFM Financial Advisors LLC Page 2 pfm Bond Component THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Dated Date Delivery Date First Coupon Last Maturity BOND SUMMARY STATISTICS The City of Miami, Florida Proposed Refunding of Series 2011A 11/28/2017 11/28/2017 02/0l /2018 02/01 /203 1 Arbitrage Yield 2.895370% True Interest Cost (TIC) 2.820305% Net Interest Cost (NIC) 2.820000% All -In TIC 2.856731% Average Coupon 2.820000% Average Life (years) 8,406 Duration of Issue (years) 7.415 Par Amount 61,100,000.00 Bond Proceeds 61,100,000.00 Total Interest 14,484, 1 54.50 Net Interest 14,484,154.50 Total Debt Service 75,584,154.50 Maximum Annual Debt Service 6,539,361_50 Average Annual Debt Service 5,736,937.72 Underwriter's Fees (per $1000) Average Takedown Other Fee Total Underwriters Discount Bid Price 100.000000 Par Average Average PV of 1 bp Value Price Coupon Life change Bond Component 61,100,000.00 100.000 2.820% 8.406 44,517.95 61,100,000.00 8.406 44,517.95 Par Value + Accrued Interest + Premium (Discount) - Underwriter's Discount - Cost of Issuance Expense - Other Amounts TIC 61,100,000.00 All -In Arbitrage TIC Yield 61,100,000,00 61,100,000.00 -162,450.00 Target Value 61,1.00,000,00 60,937,550.00 61,100,000.00 Target Date 11/28/2017 11/28/2017 11/28/2017 Yield 2.820305% 2.856731% 2.895370% Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 3 pfm THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Bond SUMMARY OF BONUS REFUNDED The City of Miami. Florida Series 2017 Special Obligation Refunding Preliminary Numbers Indicative Rates as of Oct. 30 Worst Case Scenario (20 Tao Rate Assumed) 2017 taxable (PNC) and 2017 tax exempt (JP Morgan) Maturity Interest Par Call Call Date Rate Amount Date Price Taxable Series 2009 Bonds: TERM23 12/01/2020 7.000% 500,000.00 12/01/2019 100.000 12/01/2021 7.000% 510,000.00 12/01/2019 100.000 12/01/2022 7.000% 530,000.00 12/01/2019 100.000 12/01/2023 7.000% 550,000.00 12101 /2019 100.000 TERM25 12/01/2024 7.550% 570,000.00 1210112019 100.000 12/01/2025 7.550% 3,725,000.00 12/01/2019 100.000 6,385,000.00 Special Obligation NAV Revenue Refunding Bonds, Series 2011A: SERIAL 02/01/2022 5.000% 2,215,000.00 02/01 /2021 100.000 02/01/2023 5.000% 4,290,000.00 02/01/2021 100.000 02/01/2024 5.200% 4,515,000.00 02/01/2021 100.000 02/01/2025 5.750% 4,770,000.00 02/01/2021 100.000 02/01/2026 5.750% 5,055,000.00 02/01/2021 100.000 02/01/2027 5.750% 5,355,000.00 02/01/2021 100.000 02/01/2028 6.000% 5,680,000.00 02/01/2021 100.000 02/01/2029 6.000% 6,030,000.00 02/01/2021 100.000 02/01/2030 6.000% 6,400,000.00 02/0112021 100.000 02/01/2031 6.000% 6,795,000.00 02/01/2021 100.000 BOND 02/01/2022 4.875% 1,870,000.00 02/01/2021 100.000 52,975,000.00 59,360,000.00 Nov 8. 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 4 0 pfm THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. SUMMARY OF REFUNDING RESULTS The City of Miami, Florida Series 2017 Special Obligation Refunding Preliminary Numbers Indicative Rates as of Oct 30 Worst Case Scenario (20% Tax Rate Assumed) 2017 taxable (PNC) and 2017 tax exempt (JP Morgan) Dated Date Delivery Date Arbitrage Yield Escrow Yield Value of Negative Arbitrage Bond Par Amount Tme Interest Cost Net Interest Cost Average Coupon Average Life Par amount of refunded bonds Average coupon of refunded bonds Average life of refunded bonds PV of prior debt. Net PV Savings Percentage savings of refunded bonds Percentage savings of refunding bonds Taxable Proposed Refunding of Refunding of Series 2009 Series 20] 1A Total 11/28/2017 11/28/2017 11/28/2017 11/28/2017 I I/28/2017 I 1128l2017 2.895370% 2.895370% 2.895370% 1.202984% 1.437774% 1.421031% 225,458.6] 2,508,273.80 2,733,732.41 7,465,000.00 61,100,000.00 68,565,000.00 3.671950% 2.820305% 2.895370% 3.672000% 2.820000% 7.892619% 3.672000% 2.820000% 2.892619% 6.411 8.406 8.189 6,385,000.00 52,975,000.00 59,360,000.00 7.429329% 5.806569% 5.939806% 6.737 9.145 8.891 8,376,770.90 66,084,602.90 74,461,373.80 578,218.90 5,322,183.06 5,900,401.96 9.055895% 10.046594% 9.940030% 7.745732% 8.71061 1% 8.605560% Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 5 pfm THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. SAVINGS The City of Miami. Florida Taxable Refunding of Series 2009 Present Value Prior Refunding to 11/28/2037 Date Debt Senrice Debt Service Savings Q 2.8953698% 12/01/2017 235,286.25 235,286.25 235,229.89 12/0I12018 470,572.50 421,399.09 49,173.41 49.117.84 12/01/2019 470,572.50 423,790.40 46,782.10 45,536.42 12/01/2020 970,572.50 923,098.80 47,473.70 44,918.15 12/01/2021 995,572.50 898,863.60 46,708.90 42,894.30 12/01/2022 929,872.50 884,628.40 45,244.10 40,338.56 12/01/2023 912.772.50 865,026.00 47,746.50 41,224.84 12/01/2024 894,272.50 845,240.00 49,032.50 41,026.85 12/01/2025 4,006,237.50 3,960,270.40 45.967.10 37,325.35 9,835,731.25 9,222,316.69 613,414.56 577.612.21 Savings Sumrnary PV of savings from cash flow Pius. Refunding funds on hand 577,6I2.21 606.69 Net PV Savings 578,218.90 Nov 8, 2017 9:05 am Prepared by PFlvt Financial Advisors LLC Page 6 pfm THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. SAVINGS The City of Miami, Florida Proposed Refunding of Series 2011 A Present Value Prior Refunding to 11/28/2017 Date Debt Service Debt Service Savings (j 2.8953698% 12/01/2018 3,018,342.50 2,553,157.50 465,185.00 453,372.53 12/01/2019 3,018,342.50 2,555,779.50 462,563.00 437,818.29 12/01/2020 3,018,342.50 2,555,470.00 462,872.50 425,530.62 12/01/2021 3,018,342.50 2,554,455.50 463,887.00 414,226.70 12/01/2022 7,002,386.25 6,535,772.00 466,6]4_25 405,293.09 12/01/2023 6,999,180.00 6,532,798.00 466,382.00 394,035.87 12/0112024 6,999,540.00 6,535,735.00 463,805.00 381,223.70 12/01/2025 7,000,012.50 6,534,442.00 465,570.50 372,559.14 12/01/2026 7,002,543.75 6,538,778.00 463,765.75 361,323.97 12/01/2027 7,003,256.25 6,538,602.00 464,654.25 352,565.07 12/01/2028 7,003,900.00 6,538,843.50 465,056.50 343,799.86 12/01/2029 7,002,600.00 6,539,361.50 463,238.50 333,721.94 12/01/2030 6,999,700.00 6,535,085.50 464,6I4.50 326,277.43 12/01/2031 6,998,850.00 6,535,874.50 462,975.50 317,013.39 82,085,338.75 75,584,154.50 6,501,I84.25 5,318,761.59 Savings Summary PV of savings from cash flow Plus: Refunding funds on hand 5,318,761.59 3,421.47 Net PV Savings 5,322,183.06 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 7 pfm Bond Component THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. BOND PRICING The City of Miami, Florida Taxable Refunding of Series 2009 Maturity Date Amount Rate Yield Price Bond Component: 12/01/2018 145,000 3.672% 3.672% 100.000 12/01/2019 155,000 3.672% 3.672% 100.000 12/01/2020 660,000 3.672% 3.672% 100.000 12/01/2021 660,000 3.672% 3.672% 100,000 12/01/2022 670,000 3.672% 3.672% 100.000 12/01/2023 675,000 3.672% 3.672% 100.000 12/01/2024 680,000 3.672% 3.672% 100.000 12/01/2025 3,820,000 3,672% 3.672% 100.000 7,465,000 Dated Date 11/28/2017 Delivery Date 11/28/2017 First Coupon 06/01 /2018 Par Amount Original Issue Discount Production Underwriter's Discount Purchase Price Accrued Interest 7,465,000.00 7,465,000.00 100.000000% 7,465,000.00 100.000000% Net Proceeds 7,465,000.00 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 8 pfm THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Bond Component BOND PRICING The City of Miami, Florida Proposed Refunding of Series 2011A Maturity Date Amount Rate Yield Price Bond Component: 02/01/2018 1,410,000 2.820% 2.820% 100.000 02/01/2019 885,000 2.820% 2.820% 100.000 02/01/2020 910,000 2.820% 2.820% I00.000 02/01/2021 935,000 2.820% 2.820% 100.000 02/01/2022 5,000.000 2.820% 2.820% 100.000 02/01/2023 5,140,000 2.820% 2.820% 100.000 02/01/2024 5,290,000 2.820% 2.820% 100.000 02/01/2025 5,440,000 2.820% 2.820% 100.000 02/01/2026 5,600,000 2_820% 2.820% 100.000 02/01/2027 5,760,000 2.820% 2.820% 100.000 02/01/2028 5,925,000 2.820% 2.820% 100.000 02/01/2029 6,095,000 2.820% 2.820% 100.000 02/01/2030 6,265,000 2.820% 2.820% 100.000 02/01/203I 6,445,000 2.820% 2.820% 100.000 61,100,040 Dated Date Delivery Date First Coupon Par Amount Original Issue Discount Production Underwriter's Discount Purchase Price Accrued Interest 11/28/2017 11/28/2017 02/01 no] 8 61,100,000.00 61,100,000,00 100.000000% 61,100,000.00 100.000000°4 Net Proceeds 61,100,000.00 r Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 9 Period Ending THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. BOND DEBT SERVICE The City of Miami, Florida Taxable Refunding of Series 2009 Annual Principal Coupon Interest Debt Service Debt Service 06/01/2018 139,341.69 139,341.69 12/01/2018 145,000 3.672% 137,057.40 282,057.40 421,399.09 06/01/2019 134,395.20 134,395.20 12/01/2019 155,000 3.672% 134,395.20 289,395.20 423,790.40 06/01/2020 131,549.40 131,549.40 12/01/2020 660,000 3.672% 131,549.40 791,549.40 923,098.80 06/01 /2021 119,431.80 119,431.80 I2/01/2021 660,000 3.672% 119,431.80 779,431.80 898,863.60 06/01/2022 107,314.20 107,314.20 12/01/2022 670,000 3.672% 107,314.20 777,314.20 884,628.40 06/01 /2023 95,013.00 95,0 ] 3.00 12/01/2023 675,000 3.672% 95,013.00 770,013.00 865,026.00 06/01/2024 82.620.00 82,620.00 12/01/2024 680,000 3.672% 82,620.00 762,620.00 845,240.00 06/01/2025 70,135.20 70,135.20 12/01/2025 3,820,000 3.672% 70,135.20 3,890,135.20 3,960,270.40 7,465,000 1,757,316.69 9,222,316.69 9,222,316.69 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 10 pfm THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. BOND DEBT SERVICE The City of Miami, Florida Proposed Refunding of Series 2011 A Period Annual Ending Principal Coupon Interest Debt Service Debt Service 02/01/2018 1,410,000 2.820% 30I,528.50 1,711,528.50 08/01/2018 841,629.00 841,629.00 12/01/2018 02/01/2019 885,000 2.820% 841,629.00 1,726,629.00 08/01/2019 829.150,50 829,150.50 12/01/2019 02/01/2020 910,000 2.820% 829,150.50 1,739,150.50 08/01/2020 816,319.50 816,319.50 12/01/2020 02/01/2021 935,000 2.820% 816,319.50 1,751,319.50 08/01/2021 803,136.00 803,136.00 12/01/2021 02/0I/2022 5,000,000 2.820% 803,136.00 5,803,136.00 08/01/2022 732,636.00 732,636.00 I2/01/2022. 02/01/2023 5,140,000 2.820% 732,636.00 5,872,636.00 08/01/2023 660,162.00 660,162.00 12/01/2023 02/01/2024 5,290,000 2.820% 660,162.00 5,950,162.00 08/01/2024 585,573.00 585.573.00 12/01/2024 02/01/2025 5,440,000 2.820% 585,573.00 6,025,573.00 08/01/2025 508,869.00 508,869.00 12/01/2025 02/01/2026 5,600,000 2.820% 508,869.00 6,108,869.00 08/01/2026 429,909.00 429,909.00 12/01/2026 02/0I/2027 5,760,000 2.820% _ 429,909.00 6,189,909.00 08/01/2027 348,693.00 348,693.00 12/01/2027 02/01/2028 5,925.000 2.820% 348,693.00 6,273,693.00 08/01/2028 265,150.50 265,150.50 12/01/2028 02/01/2029 6.095.000 2.820% 265,150.50 6,360,150.50 08/01/2029 179,211.00 179,211.00 12/01/2029 02/01/2030 6,265,000 2.820% 179,211.00 6,444,211.00 08/01/2030 90,874.50 90,874.50 I2/01/2030 02/01/2031 6.445,000 2.820% 90,874.50 6,535,874.50 12/01/2031 2,553,157.50 2,555,779.50 2,555,470.00 2,554,455.50 6,535,772.00 6,532,798.00 6,535,735.00 6,534,442.00 6.538.778.00 6,538,602.00 6,538,843.50 6,539,36150 6,535,085.50 6,535,874.50 61-100,000 14,484,154.50 75,584,154.50 75,584,154.50 Nov 8, 2017 9.05 ant Prepared by PFM Financial Advisors LLC Page 11 pfm THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. ESCROW REQUIREMENTS The City of Miami, Florida Taxable Refunding of Series 2009 Period Principal Ending Interest Redeemed Total 12/01/2017 235,286.25 235,286.25 06/01/2018 235,286.25 235,286.25 I2/01/2018 235,286.25 235,286.25 06/01/2019 235,286.25 235,286.25 12/01/2019 235,286.25 6,385,000.00 6,620,286.25 I, I 76,43I.25 6,385,000.00 7,561,431.25 Nov 8.2017 9.05 am Prepared by PFM Financial Advisors LLC Page 12 pfrn THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. ESCROW REQUIREMENTS The City of Miami, Florida Proposed Refunding of Series 2011 A Period Principal Ending Interest Redeemed Total 02/01/2018 1,509,171.25 I,509,171.25 08/01/2018 1,509,171.25 1,509,171.25 02101 /2019 1,509,171.25 1,509,171.25 08/01/2019 1,509, I71.25 1,509,171.25 02/01/2020 1,509,171.25 1,509,171.25 08/01/2020 1,509,171.25 1,509, I71.25 02/01/2021 1,509,171.25 52,975,000.00 54,484,171.25 10,564,198.75 52,975,000.00 63,539,198.75 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 13 pfm THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. COST OF ISSUANCE The City of Miami, Florida Series 2017 Special Obligation Refunding Preliminary Numbers Indicative Rates as of Oct. 30 Worst Case Scenario (20% Tax Rate Assumed) 2017 taxable (PNC) and 2017 tax exempt (JP Morgan) Taxable Proposed Refunding of Refunding of Series 2009 Series 2011 A Total Financial Advisor Fee 25,000.00 45,825.00 70,825.00 Bond Counsel Fee 22,500.00 95,125.00 117,625.00 Bank Counsel Fee 10,000.00 10,000.00 20,000.00 Counsel Expenses (est.) 4,000.00 4,000.00 8,000.00 DAC Fee 2,500.00 2,500.00 5,000.00 Miscellaneous 5,000.00 5,000.00 10,000.00 69,000.00 162,450.00 231,450.00 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 14 pfm THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. FORM 8038 STATISTICS The City of Miami, Florida Taxable Refunding of Series 2009 Dated Date 11/28/2017 Delivery Date 11/28/2017 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Bond Component: 12/01/2018 145,000.00 3.672% 100.000 I45,000.00 145,000.00 12/01/2019 155.000.00 3.672% 100.000 155,000.00 155,000.00 12/01/2020 660,000.00 3.672% 100.000 660,000.00 660.000.00 12/01/2021 660.000.00 3.672% 100.000 660,000.00 660,000.00 12/01/2022 670,000.00 3.672% 100.000 670,000.00 670,000.00 12/01/2023 675,000.00 3.672% 100.000 675,000.00 675,000.00 12/01/2024 680,000.00 3.672% 100.000 680,000.00 680,000.00 I2/01/2025 3,820,000.00 _ 3.672% 100.000 3,820,000.00 3,820,000.00 7,465,000.00 7,465,000.00 7,465,000.00 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity I2/01/2025 3.672% 3,820,000.00 3,820,000.00 Entire. Issue 7,465,000..00 7,465,000.00 6.4109 2.8954% Proceeds used for accrued interest Proceeds used for bond issuance costs (including underwriters' discount) Proceeds used for credit enhancement Proceeds allocated to reasonably required reserve or replacement fund Proceeds used to currently refund prior issues Proceeds used to advance refund prior issues Remaining weighted average maturity of the bonds to be currently refunded Remaining weighted average maturity of the bonds to be advance refunded 0.00 69,000.00 0.00 0.00 0.00 7,395,393.31 0.0000 6.8160 Nov 8_ 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 15 0 pfm THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Bond Component Date FORM 8038 STATISTICS The City of Miami, Florida Taxable Refunding of Series 2009 Refunded Bonds Principal Coupon Price Issue Price. Taxable Series 2009 Bonds: TERM23 12/01/2020 500,000.00 7.000% 96.058 480,290.00 TERM23 12/01/2021 510,000.00 7.000% 96.058 489,895.80 TERM23 12/01/2022 530,000.00 7.000% 96.058 509,107.40 TERM23 12/01/2023 550,000.00 7.000% 96.058 528,319.00 TERM25 12/01/2024 570,000.00 7.550% 100.000 570,000.00 TERM25 12/01/2025 3,725,000.00 7.550% 100.000 3,725,000.00 6,385,000.00 6,302,612.20 Remaining Last Weighted Cail Issue Average Date Date Maturity Taxable Series 2009 Bonds All Refunded Issues 12/01/2019 07/16/2009 6.8160 12/01/2019 6.8I60 Nov 8.2017 9:05 am Prepared by PFM Financial Advisors LLC Page 16 pfm THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. FORM 8038 STATISTICS The City of Miami, Florida Proposed Refunding of Series 2011A Dated Date Delivery Date 11/2812017 11128/2017 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Bond Component: 02/01/2018 1,410,000.00 2.820% 100.000 I,410.000.00 1,410,000.00 02/01/2019 885,000.00 2.820% 100.000 885.000.00 885,000.00 02/0I/2020 910,000.00 2.820% 100.000 910,000.00 910,000.00 02/01/2021 935,000.00 2.820% 100.000 935,000.00 935,000.00 02/01/2022 5,000,000.00 2.820% 100.000 5,000,000.00 5,000,000.00 02/01f2.023 5,140,000.00 2,820% 100.000 5,140,000.00 5,140,000.00 02/01/2024 5,290,000.00 2.820% 100.000 5,290,000.00 5,290,000.00 02/01/2025 5,440,000.00 2.820% 100.000 5,440,000.00 5,440,000.00 02/01/2026 5,600,000.00 2.820% 100.000 5,600,000.00 5,600,000.00 02/01/2027 5,760,000.00 2.820% 100.000 5,760,000.00 5,760,000.00 02/01/2028 5,925,000.00 2.820% 100.000 5,925,000.00 5,925,000.00 02/01l2029 6,095,000.00 2.820% 100.000 6,095,000.00 6,095,000.00 02/0112030 6,265,000.00 2,820% I00.000 6,265,000.00 6,265,000.00 02/01/2031 6,445,000.00 2.820% 100.000 6,445,000.00 6,445,000.00 61,100,000.00 61,100,000.00 61,100,000.00 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 02/01/2031 2.820% 6,445,000.00 6,445,000.00 Entire Issue 61,100,000.00 61,100,000.00 8.4063 2.8954% Proceeds used for accrued interest Proceeds used for bond issuance costs (including underwriters' discount) Proceeds used for credit enhancement Proceeds allocated to reasonably required reserve or replacement fund Proceeds used to currently refund prior issues Proceeds used to advance refund prior issues Remaining weighted average maturity of the bonds to be currently refunded Remaining weighted average maturity of the bonds to be advance refunded 0.00 162.450.00 0.00 0.00 0.00 60934,128,53 0.0000 9.1645 Nov 8. 2017 9:05 am Prepared by PFM Financial Advisors T.LC Page 17 pfm THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Bond Component FORM 8038 STATISTICS The City of Miami, Florida Proposed Refunding of Series 2011A Refunded Bonds Date Principal Coupon Price Issue Price Special Obligation SERIAL SERIAL SERIAL SERIAL SERIAL SERIAL SERIAL SERIAL SERIAL SERIAL BOND NAV Revenue Refunding Bonds, Series 02/01/2022 2,215,000.00 02/01/2023 4,290,000.00 02/01/2024 4,515,000.00 02/01/2025 4,770,000.00 02/01/2026 5,055,000.00 02/01/2027 5,355,000.00 02/0I/2028 5,680,000.00 02/01/2029 6,030,000.00 02101I2030 6,400,000.00 0210 I I2031 6,795,000.00 02/01/2022 1,8 70,000.00 2011A: 5.000% 5.000% 5.200% 5.750% 5.750% 5.750% 6.000% 6.000% 6.000% 6.000% 4.875% 100.676 2,229,973.40 99.565 4,271,338.50 100.000 4,515,000.00 103.104 4,918,060.80 102.279 5,170,203.45 101.981 5,461,082.55 103.218 5,862,782.40 102.623 6,188,166.90 102.253 6,544,192.00 101.812 6,918,125.40 99.713 1,864,633.10 52,975,000.00 53,943,558.50 Last Call Date Issue Date Remaining Weighted Average Maturity Special Obligation NAV Revenue Refunding Bonds, Series 2011A All Refunded Issues 02/0I /2021 07121/2011 02/01/2021 9.1645 9.1645 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 18 1- a z w w O CO �w zm O z H Q M I- J COz Cw Q O2 co 0- ~ O U p • to cf) U H • O a u • Z O co ss • O w Response Summary Matrix Q PFM 7 City of Miami Special Obligation Refunding Refunding of Series 2011A {Tax -Exempt} and Series 2009 (Taxable) Bank Loan RFP Summary Contact Information Series to be Refunded Interest Rate Rate Locked to Closing, or Date to be set Final Maturity Prepayment Penalty Capital One acqueline Bretz T: 866.617.2337 F: 866.617.2330 jaci.bretz@capitalone..com Series 2011A (Tax -Exempt) Series 2009 (Taxable) Fixed Rate: Series 2011A - 2.98% Series 2009 - 4.25% Rates valid until November 30, 2017 Series 2011A - 2/1 /31 Series 2009 -12/1/25 2011A - Prepayment after 2/1/24 on any interest date 2009 - Prepayment after 12/1/21 on any payment date JP Morgan Ralph Hildevert 1450 Brickell Ave., 33rd Floor Miami, FL 33131 T: 305, 579. 9320 F: 305. 351. 8451 ralph.hildevert@jpmorgan.co m -r Series 2011A (Tax -Exempt) Series 2009 (Taxable) Indicative Rate: Series 2011A - 2.46% Series 2009 - 3.67% Rates are based on October 30, 2017 and are subject to change daily unless a written rate lock agreement is executed between the bank and the City Series 2011A - 2/1/31 Series 2009 - 12/1/25 Prepayable with make -whole provision, or in 2022 for an additional 16 (TE) or 6 (Taxable) bps Nick Ayotte Vice President, Public Finance 16740 San Carlos Boulevard Fort Myers, FL 33908 (p) 239-437-3736 (f) 239-433-0359 nicholas.ayotte@pnc.com Series 2011A (Tax -Exempt) Series 2009 (Taxable) Indicative Rate: Series 2011A - 2.89% Series 2009 - 3.172 h Rates are based on October 30, 2017 and are subject to change daily unless a written rate lock agreement is executed between the bank and the City Series 2011A - 2/1/31 Series 2009 - 12/1/25 Make -whole prepayment Wells. Fargo Stephen Lenehan 450 S Australian Ave West Palm Beach, FL 33401 T: 561.650.2364 stephen.ienehan@wellsfargo. com Series 2011A (Tax -Exempt) Series 2009 (Taxable) Indicative Rate: Series 2011A - 2.36% Series 2009 - 3.36% Rates are based on October 27, 2017 and are subject to change daily. Bank will consider a rate lock agreement to be executed between the bank and the City 'Series 2011A - 2/1/31 Series 2009 - 12/1/25 Make -whole prepayment. Tax exempt issuance can be callable in 2025 for 10 additional bps Bank Counsel Fee Other Conditions Prepared by PFM Financial Advisors, LLC None $6,500 each, or $9,500 for both Change in tax rate language • can remove for additional 36 bps $8,000 Taxable, $10,000 TE, $15,000 both Change in tax rate language Increased pricing if rating falls to Baa3 or below $30,000 Change in tax rate language (capped at 35 bps) Cross default to other parity indebtedness Clawback language Amendment Fees 1111 /20I17 14efii 011i14 • .t. it f1 File Number: 3122 City of Miami Legislation Resolution SUBSTITUTED City Hall 3500 Pan American Drive Miami, FL 33133 www, miamigov.com Final Action Da A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED SIXTY-ONE MIL ON FIVE HUNDRED THOUSAND DOLLARS ($61,500,000.00) IN AGGREG• E PRINCIPAL AMOUNT OF A CITY OF MIAMI, FLORIDA ("CITY") SPE OBLIGATION NON- AD VALOREM REVENUE REFUNDING NOTE, 2017 (°'NOTE") AN❑ THE COSTS OF ISSUANCE THEREOF; APP SELECTION OF THE PROPOSAL FROM AFFILIATE{"LENDER") AND PROVIDING FOR THE DIRECT P PLACEMENT WITH AND NEGOTIATED SALE OF SAID NOT LENDER; SETTING CERTAIN BASIC PARAMETERS OF T CONDITIONS OF A LOAN AGREEMENT AND THE NOT THE NEGOTIATION, EXECUTION AND DELIVERY OF THE NOTE, AND ALL OTHER NECESSARY AGREE AND INSTRUMENTS IN CONNECTION THEREWI FINDINGS AND DETERMINATIONS; AUTHORIZ ACTIONS BY THE CITY MANAGER, THE CITY CHIEF FINANCIAL OFFICER, FINANCE DIR AND ALL OTHER CITY OFFICIALS IN CO AUTHORIZING THE CITY MANAGER, CI OFFICER, FINANCE DIRECTOR, FINA BOND REGISTRARS AND PAYING CITY OFFICIALS TO UNDERTAKE NEGOTIATE, EXECUTE, AND D DEPOSIT AGREEMENTS, NOT CONNECTION WITH THE R PRINCIPAL AMOUNT OF T VALOREM REVENUE R BONDS"); RATIFYING NECESSARY ACTIO DEPARTMENTS IN CONTROLS AND AND PROVIDI L RIES VING THE OR ITS VATE TO THE E TERMS AND AND AUTHORIZING LOAN AGREEMENT, ENTS, DOCUMENTS, MAKING CERTAIN G ALL REQUIRED TTORNEY, BOND COUNSEL, TOR, FINANCIAL ADVISOR, ECTION THEREWITH; FURTHER ATTORNEY, CHIEF FINANCIAL CIAL ADVISOR, BOND COUNSEL, ENTS AND ALL OTHER NECESSARY HE NECESSARY STEPS AND TO IVER ALL NECESSARY ESCROW ES, DOCUMENTS, AND INSTRUMENTS IN EMPTION OF THE CITY'S OUTSTANDING E CITY'S SPECIAL OBLIGATION NON- A❑ UNDING BONDS, SERIES 2011A ("SERIES 2011A PROVING, AND CONFIRMING CERTAIN BY THE CITY MANAGER AND DESIGNATED RDER TO UPDATE THE RELEVANT FINANCIAL OMPUTER SYSTEMS IN CONNECTION THEREWITH; APPLICABLE EFFECTIVE DATES. WHEREA', the City of Miami ("City") has currently outstanding Million, Hundr:. Dollars ($,,000.00) of its previously issued $70,645,000.00 Special Oblig. ion Non -Ad Valorem Revenue Refunding Bonds, Series 2011A ("Series 2011A Bonds"); a HEREAS, in order to obtain interest savings, the City desires to issue in a total aggr- %ate principal amount not to exceed Sixty -One Million Five Hundred Thousand Dollars ($6 500,000.00) a Special Obligation Non -Ad Valorem Revenue Refunding Note, Series 2017 (" fote") to advance refund the Series 2011A Bonds maturing on February 1 in the years 2022 rough 2031 in an outstanding principal amount of Fifty-two Million, Nine Hundred Seventy-five Thousand Dollars ($52,975,000.00) (which will become subject to optional redemption as of February 1, 2021) (the "Bonds to be Refunded"); and SUBSTITUTED WHEREAS, the City's Financial Advisor, Public Financial Management, Inc. ("Financial Advisor'"), issued a Request for Proposals to banking and financial institutions for refinancing and refunding of the Bonds to be Refunded and received multiple proposals which were evaluated by the Financial Advisor for responses consistent with the City's needs; and WHEREAS, the proposals and recommendations by the Financial Advisor were reviewed and recommended by the City Administration to the City's Finance Committee, with the proposal dated October 30, 2017 ("Proposal", attached and incorporated) from the Lender being recommended by the Finance Committee on November 8, 2017, as the most responsi and responsible proposer providing the most favorable covenants, to lend to the City the f ds necessary to refund the Bonds to be Refunded and pay transactional expenses, which I• =n shall be evidenced by the Note; and WHEREAS, in accordance with Section 218.385(1), Florida Statutes, as a ' ended, the City Manager has recommended and the City Commission desires to find, deter ine and declare as set forth below in Section 3, that a privately -placed negotiated sale •f the Note to the Lender is in the best interests of the City due to the complexities of the mar t, the timings of the refundings and redemptions of the Bonds to be Refunded, and timing the issuance of the Note; and WHEREAS, it is in the best interest of the City to approve th- issuance of the Note and the direct placement and negotiated sale of the Note to the Lend: to provide for interest savings to the City without extending the original maturities oft - payments, to authorize the basic parameters of the terms and conditions of a Loan Agre- ent between the City and the Lender, the Note, and certain agreements and documents i- connection with the issuance therewith, to delegate to the City Manager the determine . n of certain other details of the Loan Agreement, the Note, and the Escrow Deposit Agreem t for the redemption of the Bonds to be Refunded, and to authorize the City Manager, the Ci , Attorney, Bond Counsel, the Financial Advisor, Bond Registrars and Paying Agents, and . er necessary and appropriate City officials to undertake and to do all actions necessary and the best interests of the City in connection with the direct placement, issuance and delive of the Note, the redemption and advance refunding of the Bonds to be Refunded; NOW, THEREFORE, BE IT RES'i VED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. Authority. is Resolution is adopted pursuant to the Constitution of the State of Florida (the "State"); Ch . pters 166, Florida Statutes as amended; the City Charter of the City of Miami, Florida; app able City resolutions and other applicable provisions of law (collectively, the "Act"). Section 2. D initions. All capitalized undefined terms shall have the meaning as set forth in this Resol on, the Proposal, and as defined in the Loan Agreement and the Note. In addition to thew. ' s and terms defined in the recitals to this Resolution, as used herein, the following terms s =II have the following meanings herein, unless the context otherwise requires: "Bo : Counsel" means Squire Patton Boggs (US) LLP, Miami, Florida, or any other attorney . law or firm of attorneys of nationally recognized standing in matters pertaining to the federal .. x exemption of interest on obligations issued by states and political subdivisions, and duly .omitted to practice law before the highest court of any state of the United States of A rice. "Bond Registrar" means the Finance Director of the City. SUBSTITUTED "Code" shall mean the Internal Revenue Code of 1986, as amended, and all temporary, proposed or permanent implementing regulation promulgated or applicable thereunder, "Escrow Agent" means "Escrow Deposit Agreement' means the Escrow Deposit Agreement to be entered into between the City and the Escrow Agent providing for the defeasance and redemption of the Bonds to be Refunded. "Financial Advisor" means Public Financial Management, Inc. "Fiscal Year' means the Fiscal Year of the City beginning on October 1 of eac year and ending on September 30 of the following calendar year. "Interest Rate" means % per annum, as adjusted pursuant to the Lo, Agreement. "Loan Agreement" means the loan agreement to be entered into be een the City and or its affiliate, in accordance with the terms the Proposal. "Maturity Date" means , 20_. this Resolution and "Non -Ad Valorem Revenues" means all revenues of the ' ity derived from any source whatsoever, other than ad valorem taxation on real or person.. property, which are legally available to make the payments required herein. "Note" means the not to exceed Sixty -One Milli ($61,500,000.00) City of Miami, Florida Special Obli' Note, Series 2017 authorized pursuant to this Res Five Hundred Thousand Dollars ion Non -Ad Valorem Revenue Refunding tion, "Note Registrar'" means the Finance Dir ctor of the City, "Payment(s)" means all amounts p gable by the City of principal, interest and prepayment penalty, if any, on the Bond, =nd all other amounts payable by the City pursuant to the Loan Agreement. 'Payment Dates" and "Pay g ent Frequency" means (a) that principal payments shall be made annually on 1, co mencing 1, 201_; (b) that no principal payments shall be made on 1, 201 nd 1, 20; (c) that interest payments shall be paid semi-annually each and 1, commencing 1, 20_; and (d) that prepayments shall be mad as set forth in the Loan Agreement. "Paying Agent" eans the Finance Director of the City. "Pledged unds" means collectively the amounts on deposit in the Bond Fund and any other funds an accounts created pursuant to the Loan Agreement and therein pledged to secure the •nd (with the exception of the Rebate Fund). oposal" means the attached and incorporated proposal dated October 30, 2017, from the Le ' der to the City. "Purchaser" or "Lender" means or its designated affiliate, the purchaser and holder of the Note and as Lender under the Loan Agreement. SUBSTITUTED "Resolution(s)" means this Resolution No. R-17- , adopted by the City Commission of the City of Miami, Florida on , 2017, as amended and supplemented from time to time. "Series 2011 A Bonds" means the City`s Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2011 A. "Taxable Interest Rate" means _°%o per annum should the Note become taxable and s taxable rate of interest shall continue in effect as the date the tax status is ruled to have changed until the final Payment on the Note. Section 3, Recitals and Findings. The recitals and findings contained i P Preamble of this Resolution are adopted by reference and incorporated as if fully s- forth in this Section. Additionally, it is hereby ascertained, determined and declared that: A. In accordance with Section 218.385, Florida Statutes, the Cit ereby finds, determines and declares, based upon the advice of its Financial Advisor f+ the Note, that a negotiated sale of the Note is in the best interests of the City for the folio ping reasons: (i) The underlying security structure (credit) is one at is broadly understood by market participants and maintains a strong 4 nderlying credit rating;; (ii) The structure and timing of the issuance of e Note require extensive planning, and it is not practical for the Cit he Financial Advisor, and the Lender to engage in such planning with' the time constraints and uncertainties inherent within a compe ve bidding process; (iii) The short average life of the transa• on lends itself to the competitive solicitation of financial institutions 4ndertaken by the City with respect to the Note; (iv) Market conditions are such t this type of credit would be well received by financial institutions; (v) The vagaries of the curre» and near future municipal bond market demand that the City h.. e the maximum time and flexibility in order to obtain the most favor :•le interest rates available; and (vi) The structure and ing of the related current refunding and redemption of the Bonds to b Refunded require extensive planning. B. It is in the best inter:.ts of the City, its citizens and taxpayers to issue the Note in order to realize debt service savi •s without extending the time for such payments. C. The Note shal •e payable from the Pledged Funds. D. There are • xpected to be sufficient Pledged Funds to pay the interest and principal on the Note a the same become due and payable. E. The ' ledged Funds are not now pledged or encumbered in any other matter. F he Note shall not constitute a lien upon any properties owned by or situated within the Ci , except as provided herein with respect to the Pledged Funds, in the manner and to the ext- t provided herein.. Prior to the issuance of the Note, the City shall receive from the Lender a Pur aser's Certificate, the form of which will be attached as an exhibit to the Loan Agreement a . the Disclosure Letter containing the information required by Section 218.385, Florida atutes, a form of which will be attached as an exhibit to the Loan Agreement. H. In accordance with the recommendations of the City's Administration and the Finance Committee, the City Commission hereby approves the selection of the Proposal. SUBSTITUTED Section 4. This Resolution to Constitute Contract. In consideration of the acceptance of the Note authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution and the Loan Agreement shall be deemed to be and shall constitute a contract between the City and the Lender. The covenants and agreements herein set forth to be performed by the City shall be for the equal benefit, protection and security of the Lender and the Note, except as expressly provided herein and in the Loan Agreement. Section 5. Authorization of the Loan Agreement, the Note, the Escrow Depo Agreement, and All Other Necessary Documents, Agreements, and Instruments. and pursuant to the provisions hereof and in anticipation of the sale and delivery of the the City Manager, in consultation with the City Attorney, Bond Counsel, the Chief Fine Officer, the Finance Director, and the Financial Advisor, is authorized to negotiate, t and to deliver a Loan Agreement with the Lender, (ii) an obligation of the City to b the "Special Obligation Non -Ad Valorem Revenue Refunding Note, Series 2017' to be issued, executed, and delivered in the aggregate principal amount of no one Million Five Hundred Thousand Dollars and No Cents ($61,500,000) Manager, in consultation with the City Attorney, Bond Counsel, the Chief Finance Director, and the Financial Advisor, is authorized to negotiate, deliver the Escrow Deposit Agreement and all other necessary docu instruments. The City Manager, after consultation with the City Atto Chief Financial Officer, the Finance Director, and the Financial A negotiate, execute, and deliver any changes, modifications, su Loan Agreement, the Note, the Escrow Deposit Agreement, documents, and instruments as should be deemed necess other actions as shall be necessary to implement the ter Agreement, the Note, and the Escrow Deposit Agreem as so negotiated, executed, and delivered, are hereb Resolution. is hereby a Suect te, (i) al execute nown as is authorized o exceed Sixty - a • (iii) the City nancial Officer, the execute, and to nts, agreements, and ey, Bond Counsel, the isor, is further authorized to lements, or amendments to the d any and all other agreements, or desirable and to take such and conditions of the Loan t. The provisions of such documents, incorporated into and made a part of this ointed the Escrow Agent under the Escrow Deposit Agreement. is hereby appointed as the Verification Agent. Section 6. Description of e Note. The Note shall be issued as one (1) fully registered note in the principal amo t not to exceed Sixty -One Million Five Hundred Thousand Dollars and No Cents ($61,500,00:.00), shall be dated as of the date of its delivery to the Lender thereof and shall mature .n the Maturity Date, subject to prior mandatory amortization payments as to be provided i e Note and the Loan Agreement. The Note shall be payable to the Lender, and shall bear i► erest at the Interest Rate, calculated on the basis of a 30/360 day year. Interest will be paid .emi-annually each 1 and 1 with the first interest payment due on , 201_. Principal will be paid annually on 1 each year, with the first principal paymen .ayable on 1, 201_. No principal payments shall be made on 1, 201 • r on 1, 20 . The Maturity Date shall be 1, 20_; provided, howev- , that the Note and the Loan Agreement shall also provide for prepayments. Upon the occur»-nce of an event of taxability, any due but unpaid principal and interest on the Note shall be,. interest at the Taxable Interest Rate from the date the tax status is ruled to have changed u ii paid and collected. Anything herein or in the Note to the contrary notwithstanding, in no eve' shall the interest rate borne by the Note exceed the maximum interest rate permitted to be p d by the City under applicable law. On the date of the issuance of the Note, the City shall receive an amount equal to the r amount of the Note from the Lender as the purchase price of the Note. The Note shall be payable in any coin or currency of the United States of America which on the respective dates of payment of principal and interest thereof is legal tender for the payment of public and private SUBSTITUTED debts, The principal and interest on the Note shall be payable upon presentation and surrender at the principal office of the Paying Agent to the registered owner of the Note. The Note may be exchanged at the office of the Note Registrar for a like aggregate principal amount of Note of the same series and maturity. Notwithstanding the foregoing or any provision of this Resolution to the contrary, the Note shall not be transferred unless the transferee has received the prior written consent of the City and has previously executed and provided to the City an "investor letter" in substantially the same form and substance as the "investor letter" executed by the original Lender of the Note. The Note, if transferred, may o be transferred in whole_ Section 7. Execution of Note. The Note shall be executed in the name o he City by the City Manager and the seal of the City shall be imprinted, reproduced or litho.. phed on the Note and attested to and countersigned by the City Clerk. In addition, the Cit Attorney shall sign the Note, showing approval of the form and correctness thereof, and the C 's Director of Risk Management shall sign the Loan Agreement, showing approval as to the ity's insurance requirements. The signatures of the City Manager, the City Clerk, and the y Attorney on the Note may be by facsimile. If any officer whose signature appears on the rote ceases to hold office before the delivery of the Note, his or her signature shall neverth- ess be valid and sufficient for all purposes. In addition, any Note may bear the signet e of, or may be signed by, such persons as at the actual time of execution of such Note shall ► - the proper designated officers to sign such Note, although at the date of such Note or t ' date of delivery thereof such persons may not have been such officers. Any Note delivered all be authenticated by the manual signature of the Finance Director, and the registered •weer of any Note so authenticated shall be entitled to the benefits of this Resol on. Section 8. Note Mutilated, Destroyed, St • en or Lost. If the Note is mutilated, destroyed, stolen or lost, the City or its agent may, i s discretion (i) deliver a duplicate replacement Note, or (ii) pay a Note that has matu d or is about to mature or has been called for redemption. A mutilated Note shall be surre . ered to and cancelled by the Note Registrar. The holder of the Note must furnish the City or s agent proof of ownership of any destroyed, stolen or lost Note; post satisfactory indemn comply with any reasonable conditions the City or its agent may prescribe; and pay the re. onable expenses of the City or its agent. Any such duplicate Note shall ►•nstitute an original contractual obligation en the part of the City whether or not the destroye, stolen or lost Note be at any time found by anyone, and such duplicate Note shall be entitl-. to equal and proportionate benefits and rights as to lien on, and source of payment of and s curity for payment from, the funds pledged to the payment of the Note so mutilated, destro 'd, stolen or lost. Section 9. For of Note, The Note shall be in substantially the form attached as Exhibit A to the Loan A. eement, with only such omissions, insertions and variations as may be necessary and desir r, e and permitted by this Resolution or by any subsequent ordinance or resolution adopted for to the issuance thereof. Section O. Covenants of the City. To the extent permitted by and in accordance with applica■ - law and budgetary processes, the City covenants and agrees to budget and appropriat- n its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues lawfully . ailable in each Fiscal Year, amounts sufficient to satisfy the Annual Debt Service Requir ent for such Fiscal Year and any Rebate Amount due during such Fiscal Year as provi' -d in Section 11 hereof. Such covenants and agreements on the part of the City to budget and appropriate such egally available amounts as stated above shall be cumulative to the extent not paid, and shall continue until such legally available funds in amounts sufficient to make all such required Payments shall have been budgeted, appropriated and actually paid. Notwithstanding the SUBSTITUTED foregoing covenants of the City, the City does not covenant to maintain any services or programs, now provided or maintained by the City, which generate Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor, except as provided below, does it preclude the City from pledging in the future its Non -Ad Valorem Revenues, nor does it require the City to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Lender a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the City. Such covenant to budget and appropriate Non -Ad Valorem Revenues is subject in all respects to e payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretoforor hereinafter entered into (including the payment of debt service on other bonds and othe debt instruments of the City). However, the covenant to budget and appropriate in its gen: al annual budget for the purposes and in the manner stated herein shall have the effect of m ing available for the payment of the Payments, in the manner described herein, Non- d Valorem Revenues and to the extent permitted by applicable law placing on the City a p..itive duty to budget and appropriate, by amendment if necessary, amounts sufficient to m- -t its obligations hereunder; subject, however, in all respects to the restrictions of Section 1..241(2), Florida Statutes, which provides, in part, that the governing body of each munici■:lity make appropriations for each Fiscal Year which, in any one year, shall not e - -ed the amount to be received from taxation or other revenue sources; and subject further, . the payment of services and programs which are for essential public purposes affecting the ealth, welfare and safety of the inhabitants of the City or which are legally mandated by appliy . ble law. Section 11. Tax Covenants. The City covenan requirements applicable to it contained in the Code to t exclusion of interest on the Bonds from gross inco Specifically, without intending to limit in any way t covenants and agrees: and agrees to comply with the extent necessary to preserve the e for federal income tax purposes. generality of the foregoing, the City (1) To pay to the United Slat=. of America, at the times required pursuant to Section 148(f) of the Code, any rebat- - mount ('Rebate Amount") determined pursuant to Section 148(f) of the Code; (2) To maintain and r- ain all records pertaining to and to be responsible for making or causing to be made :II determinations and calculations of the Rebate Amount and required payments of th- Rebate Amount as shall be necessary to comply with the Code; (3) To refr.' from using proceeds from the Note in a manner that would cause the Note to + classified as a private activity bond under Section 141(a) of the Code; and (4) o refrain from taking any action that would cause the Note, or any of them, to bece arbitrage bonds under Section 148 of the Code. Section Security; Note Not General Indebtedness, The Note shall not be deemed to co titute a general obligation or a pledge of the faith and credit of the City, the State or any other ►olitical subdivision thereof within the meaning of any constitutional, legislative or charter pry ision or limitation, but shall be payable solely from and secured by a lien upon and a pledge ► the Pledged Funds, in the manner and to the extent herein provided. No holder of the Note - all ever have the right, directly or indirectly, to require or compel the exercise of the ad val• em taxing power of the City, the State or any other political subdivision of the State or t. ation in any form on any real or personal property to pay the Note or the interest thereon, nor hall any holder of the Note be entitled to payment of such principal of and interest from any other funds of the City other than the proceeds of the Pledged Funds, all in the manner and to the extent herein provided. The Note and the indebtedness evidenced thereby shall not SUBSTITUTED constitute a lien upon any real or personal property of the City, but shall constitute a lien only on the proceeds of the Pledged Funds, all in the manner and to the extent provided herein. Section 13. Sale of Note to Refund and to Redeem the Bonds to be Refunded. The Note is hereby sold and awarded to the Lender, at the purchase price equal to the par amount thereof and the City Manager, the City Clerk, and the City Attorney are hereby authorized to execute and deliver the Note in the form set forth herein and in the Loan Agreement, receive the purchase price therefor and apply the proceeds thereof to pay costs issuance of the Note and for the City to redeem and to refund the Bonds to be Refunded a herein provided, without further authority from this body. The City Manager and the City ' lerk are authorized to make any and all changes on the form of the Note which shall be ne ssary to conform the same to the proposed term sheet of the Lender. Execution of the Note ► the City Manager, the City Clerk, Risk Management Director, and the City Attorney shall b onclusive evidence of their approval of the form of the Note. Section 14. Amendments and Supplements to this Resolution his Resolution shall be further amended and supplemented as necessary in order to acc* plish the issuance of the Note or as necessary in connection with the purposes for which t Note are being issued or as necessary in connection with the redemption and refunding of th Bonds to be Refunded. Section 15. Severability. If any one or more of the covants, agreements or provisions of this Resolution should be held contrary to any expr->ss provision of law or contrary to any express provision of law or contrary to the policy of exp -ss law, though not expressly prohibited, or against public policy, or shall for any reason watsoever be held invalid, then such covenants, agreements or provisions shall be null and voi► and shall be deemed severed from the remaining covenants, agreements or provisions of t Resolution, or of the Note issued hereunder, or regarding the redemption and advance -funding of a portion of the Bonds to be Refunded. Section 16. Controlling Law; Memb s, Officials, Agents, Representatives and Employees of City Not Liable. All covenant , stipulations, obligations and agreements of the City contained in this Resolution shall be d- ' med to be covenants, stipulations, obligations and agreements of the City to the full extent a prized by the Act and provided by the Constitution and laws of the State. No covenant, stilation, obligation or agreement contained herein shall be deemed to be a covenant, stipulati-. , obligation or agreement of any present or future member, official, agent, representa e or employee of the City in his or her individual capacity, and neither the members of the C' y Commission, the Mayor, the City Clerk. City Attorney, City Manager, Risk Management Di ctor, the Chief Financial Officer, the Finance Director, nor any other official executing the Bo d shall be liable personally on the Bond or this Resolution or shall be subject to any persal liability or accountability by reason of the issuance or the execution by the City, or ch respective members, officials, agents, representatives or employees thereof, or + reason of the redemption and refunding of the Bonds to be Refunded. Section 17. Further Authorizations regarding the issuance of the Note and the redemption and efunding of the Bonds to be Refunded, The City Manager and the City Clerk, the Chia inancial Officer, the Finance Director, the City Attorney, Bond Counsel, the City's Financ Advisor, and such other officers, employees, agents, and representatives of the City as ma se designated by the Mayor, the City Commission, the City Attorney, and the City Manager ncluding any Note Registrar, , Escrow Agent, or Paying Agent, or any of them, are each d ignated as respective applicable agents of the City, as necessary, in connection with the s. e, issuance and delivery of the Note, the notices, calls for redemptions, redemptions, and the efunding of the Bonds to be Refunded, and are authorized and empowered, collectively or ividually, to take all action and steps and to execute the Note, all notices, instruments, greements, certificates, documents and contracts on behalf of the City, and as and if necessary, including the execution of documentation required in connection with the sale of the Note to the Lender, and the redemption and refunding of the Bonds to be Refunded, that are SUBSTITUTED necessary or desirable in connection therewith, and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution, the Proposal. or any action relating to the Note or the Bonds to be Refunded, heretofore taken by the City and/or by the City's Financial Advisor, Bond Counsel, City Manager, Chief Financial Officer, Finance Director, and City Attorney, or other necessary City officials, employees, representatives, and agents, including any Note Registrar, Escrow Agent or Paying Agent for the Bonds to be Refunded. Such officials, employees, agents and representatives and those so designated are hereby charged with the responsibility for the issuance of the Note and the redemption and refundin o the Bonds to be Refunded, on behalf of the City and with any related and required responsibilities of the City, its agents, representatives, employees, or officials, including Financial Advisor and Bond Counsel and any Note Registrar, Escrow Agent or Paying gent. Any and all costs incurred in connection with the issuance of the Note and the rede •lion and refunding of the Bonds to be Refunded are hereby authorized to be paid from the oceeds of the Note and from any other City funds that have previously been designated by e City for such payments. Section 18. Repeal of Inconsistent Resolutions. Ail resolution . or parts thereof in conflict herewith are to the extent of such conflict superseded and repea ,.d Section 19. Effective Date. This Resolution shall be effec ' e immediately upon its adoption and signature by the Mayor.' APPROVED AS TO FORM AND CORRECTNESS: If the Mayor does not sign this Resolution, it shalt become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission.