HomeMy WebLinkAboutLegislation-Sub Memo From City ManagerCITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
TO: Honorable Mayor and Members
Of the City Commjssion .
FROM:` Daniel J. Af
City Manag
DATE: November 14, 2017
SUBJECT: Substitution item— November 16, 2017
City Commission Meeting
REFERENCES:
ENCLOSURES:
The Office of the City Manager is giving notice of a revision to RE. 10, and respectfully requests
substitution of the following item for the November 16th Agenda: RE.10-A resolution authorizing
(1) the refunding of the City's outstanding Special Obligation Non -Ad Valorem Revenue
Refunding Bonds, Taxable Pension Series 2409 by (2) the issuance of not to exceed Seven
Million, Five Hundred Thousand Dollars ($7,500,000.00) of the City of Miami, Florida Special
Obligation Non -Ad Valorem Refunding Note, Taxable Pension Series 2017 through a direct
placement loan from PNC Bank, National Association.
The proposals and recommendations related to this Resolution were voted on by the finance
Committee at their November 8111 meeting, and were completed after the Agenda Office's print
and publication date.
Cc: Victoria Mendez, City Attorney
Todd Hannon, City Clerk
Fernando Casamayor, CFO/Assistant City Manager
Chris Rose, Director, Office of Management and Budget
Anna Medina, Agenda Coordinator
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File Number: 3121
Final Action Date:
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED SEVEN MILLION
FIVE HUNDRED THOUSAND DOLLARS ($7,500,000.00) IN AGGREGATE
PRINCIPAL AMOUNT OF A CITY OF MIAMI, FLORIDA ("CITY") SPECIAL
OBLIGATION NON- AD VALOREM REVENUE REFUNDING NOTE, TAXABLE
PENSION SERIES 2017 ("NOTE") AND THE COSTS OF ISSUANCE
THEREOF; APPROVING THE SELECTION OF THE PRIVATE PLACEMENT
PROPOSAL FROM PNC BANK, NATIONAL ASSOCIATION ("LENDER") AND
PROVIDING FOR THE PRIVATE PLACEMENT WITH AND NEGOTIATED
SALE OF SAID NOTE TO THE LENDER; 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, NOTE REGISTRAR, ESCROW AGENT, AND PAYING AGENTS
AND ALL OTHER NECESSARY CITY OFFICIALS TO UNDERTAKE THE
NECESSARY STEPS AND TO NEGOTIATE, EXECUTE, AND DELIVER ALL
NECESSARY ESCROW DEPOSIT AGREEMENTS, NOTICES, DOCUMENTS,
AND INSTRUMENTS IN CONNECTION WITH THE REDEMPTION OF SIX
MILLION, THREE HUNDRED EIGHTY-FIVE THOUSAND DOLLARS
($6,385,000.00) OF THE CITY'S OUTSTANDING PRINCIPAL AMOUNT OF
THE CITY'S NON -AD VALOREM REFUNDING REVENUE BONDS, TAXABLE
PENSION SERIES 2009 ("SERIES 2009 BONDS"); AUTHORIZING THE
TRANSFER OF ALL REMAINING PROCEEDS AND INTEREST ON THE
SERIES 2009 BONDS, IF ANY, FOR REDEMPTION IN ACCORDANCE WITH
THE AUTHORIZING RESOLUTION (AS DEFINED BELOW) AND CONTINUING
DISCLOSURE AGREEMENT (AS DEFINED BELOW) FOR CONTINUING
COMPLIANCE FOR THE SERIES 2009 BONDS; DELEGATION OF
AUTHORITY TO THE CITY MANAGER TO SELECT AND APPOINT THE
ESCROW AGENT AND THE VERIFICATION AGENT; 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.
City of Miami Page 1 of 11 Fife !D: 3121 (Revision: A) Printed On: 11/14/2017
City of Miami
•'` "F F,
City Hall
Legislation
3500 Pan American Drive
Miami, FL 33133
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www.miamigov.com
Resolution
File Number: 3121
Final Action Date:
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED SEVEN MILLION
FIVE HUNDRED THOUSAND DOLLARS ($7,500,000.00) IN AGGREGATE
PRINCIPAL AMOUNT OF A CITY OF MIAMI, FLORIDA ("CITY") SPECIAL
OBLIGATION NON- AD VALOREM REVENUE REFUNDING NOTE, TAXABLE
PENSION SERIES 2017 ("NOTE") AND THE COSTS OF ISSUANCE
THEREOF; APPROVING THE SELECTION OF THE PRIVATE PLACEMENT
PROPOSAL FROM PNC BANK, NATIONAL ASSOCIATION ("LENDER") AND
PROVIDING FOR THE PRIVATE PLACEMENT WITH AND NEGOTIATED
SALE OF SAID NOTE TO THE LENDER; 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, NOTE REGISTRAR, ESCROW AGENT, AND PAYING AGENTS
AND ALL OTHER NECESSARY CITY OFFICIALS TO UNDERTAKE THE
NECESSARY STEPS AND TO NEGOTIATE, EXECUTE, AND DELIVER ALL
NECESSARY ESCROW DEPOSIT AGREEMENTS, NOTICES, DOCUMENTS,
AND INSTRUMENTS IN CONNECTION WITH THE REDEMPTION OF SIX
MILLION, THREE HUNDRED EIGHTY-FIVE THOUSAND DOLLARS
($6,385,000.00) OF THE CITY'S OUTSTANDING PRINCIPAL AMOUNT OF
THE CITY'S NON -AD VALOREM REFUNDING REVENUE BONDS, TAXABLE
PENSION SERIES 2009 ("SERIES 2009 BONDS"); AUTHORIZING THE
TRANSFER OF ALL REMAINING PROCEEDS AND INTEREST ON THE
SERIES 2009 BONDS, IF ANY, FOR REDEMPTION IN ACCORDANCE WITH
THE AUTHORIZING RESOLUTION (AS DEFINED BELOW) AND CONTINUING
DISCLOSURE AGREEMENT (AS DEFINED BELOW) FOR CONTINUING
COMPLIANCE FOR THE SERIES 2009 BONDS; DELEGATION OF
AUTHORITY TO THE CITY MANAGER TO SELECT AND APPOINT THE
ESCROW AGENT AND THE VERIFICATION AGENT; 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.
City of Miami Page 1 of 11 Fife !D: 3121 (Revision: A) Printed On: 11/14/2017
File ID: 3121 Enactment Number:
WHEREAS, the City of Miami ("City") has currently outstanding Six Million, Three
Hundred Eighty -Five Thousand Dollars ($6,385,000,00) of its previously issued Thirty -Seven
Million, Four Hundred Thirty -Five Thousand Dollars ($37,435,000) of Non -Ad Valorem
Refunding Revenue Bonds, Taxable Pension Series 2009 ("Series 2009 Bonds"), issued July
16. 2009: and
WHEREAS, in order to obtain interest savings in an estimated amount of One Million
Two Hundred Forty Thousand Dollars {$1,240,000.00} (net present value), the City desires (a)
to use all remaining proceeds and interest of the Series 2009 Bonds, if any, to redeem said
Series 2009 Bonds in accordance with the related Resolution No. 08-0703, adopted December
11, 2008 ("Authorizing Resolution") and Continuing Disclosure Agreement, dated as of July 16,
2009 ("Continuing Disclosure Agreement"), and (b) to issue in a total aggregate principal
amount not to exceed Seven Million Five Hundred Thousand Dollars ($7,500,000.00) a Special
Obligation Non -Ad Valorem Revenue Refunding Note, Taxable Pension Series 2017 ("Note") to
advance refund a portion of the Series 2009 Bonds currently in an outstanding principal amount
of Six Million Three Hundred Eighty -Five Thousand Dollars ($6,385,000.00) (which will become
subject to optional redemption as of December 1, 2019 and mature on December 1 Si in the
years 2023 and 2025) ("Series 2009 Bonds to be Refunded"); and
WHEREAS, a total of Six Hundred Six Dollars ($606.00) is remaining from the proceeds
and interest of the Series 2009 and in continuing compliance with the Authorizing Resolution
and the Continuing Disclosure Agreement for the Series 2009 Bonds, the City has updated and
corrected postings in the various computer systems and account codes (Fund 31000 — General
Gov't Projects to Special Obligation Bonds Debt Service Fund in the amount of Six Hundred Six
Dollars ($606.00) for debt service) for remaining proceeds, interest earnings, and project close-
outs related thereto; and
WHEREAS, the City's Financial Advisor, PFM Financial Advisors LLC ("Financial
Advisor"), issued a Request for Proposals to banking and financial institutions for refinancings
and refundings of the Series 2009 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 PNC
Bank, National Association ("Lender") being recommended by the Finance Committee on
November 8, 2017, as the most responsive and responsible proposer, to privately purchase and
to hold the Note not for resale with limited restricted assignability, to provide for the refunding of
the Series 2009 Bonds to be Refunded, and to provide for costs of issuance of 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
PNC Bank, National Association is in the best interests of the City due to the complexities of the
market, the timings of the defeasance, advance refunding and redemption of the Series 2009
Bonds to be Refunded, and timing of the issuance of the Note; and
WHEREAS, legally available non -ad valorem revenues are proposed to be p;edged to
repay the Note; and
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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 Series 2009
Bonds to be Refunded, and to authorize the City Manager, the City Attorney, Bond Counsel, the
Chief Financial Officer, the Finance Director, the Financial Advisor, Escrow Agent, Bond
Registrar and Baying Agent, and other necessary and appropriate City officials to undertake and
to do all actions necessary and in the hest interests of the City in connection with the private
placement sale, issuance and delivery of the Note, the redemption and advance refunding of a
portion of the Series 2009 Bonds to be Refunded, and to accomplish the continuing compliance
for the Series 2009 Bonds pursuant to the Authorizing Resolution and the Continuing Disclosure
Agreement; and
WHEREAS, it is also in the best interest of the City to ratify, approve, and confirm certain
necessary actions of the City Manager and designated City Departments in order to update the
relevant financial controls, project close-outs„ accounting entries, and computer systems in
connection with ongoing compliance for the Series 2009 Bonds, the Authorizing Resolution,
and Continuing Disclosure Agreement;
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"); Chapter 166, Florida Statutes as amended; Part VII of Chapter
159, 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"),
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 Bryant Miller Olive P.A., Miami, Florida, or any other attorney at
law 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" or "Note Registrar" means the Finance Director of the City.
"City Code" means the Code of the City of Miami, Florida, as amended from time to time.
"Escrow Agent" means the bank or financial institution selected and appointed as the
escrow agent by the City Manager.
"Escrow Deposit Agreement(s) means the Escrow Deposit Agreement(s) to be entered
into between the City and the Escrow Agent providing for the advance refunding, defeasance,
and redemption of the Series 2009 Bonds to be Refunded.
"Financial Advisor" means PFM Financial Advisors, LLC.
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"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 % as the fixed rate of interest per annum as provided in the
Loan Agreement.
"Loan Agreement" means the loan agreement to be entered into between the City and
PNC Bank, National Association, as the Lender and Purchaser, in accordance with the terms of
this Resolution and the Proposal.
"Maturity Date" means December 1, 2025.
"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 Seven Million, Five Hundred Thousand Dollars
($7,500,000.00) City of Miami, Florida Special Obligation Non -Ad Valorem Revenue Refunding
Note, Taxable Pension Series 2017 authorized pursuant to this Resolution.
"Payment(s)" means all amounts payable by the City of principal, interest, and
prepayment penalty, if any, on the Note, and all other amounts payable by the City pursuant to
the Loan Agreement.
"Payment Dates" and "Payment Frequency" means (a) that principal payments shall be
made annually on December 1, commencing December 1, 2018; (b) that interest payments
shall be paid semi-annually each December 1 and June 1, commencing June 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.
"Purchaser" or "Lender" means PNC Bank, National Association, as direct placement
purchaser and holder of the Note.
"Pledged Funds" means collectively the amounts on deposit in the Note Fund and any
other funds and accounts created pursuant to the Loan Agreement and therein pledged to
secure the Note (with the exception of the Rebate Fund), including Pledged Revenues.
"Pledged Revenues" means 1) Non Ad -Valorem Revenues deposited into the Note Fund
established by this Resolution and the Loan Agreement and in accordance with requirements of
the pledged revenue structures of the Authorizing Resolution for the previous Series 2009
Bonds, 2) to the extent necessary any other funds deposited into the Note Fund by the City
pursuant to a covenant to budget and appropriate established by this Resolution and the Loan
Agreement, and 3) income received from the investment of moneys deposited into the funds
and accounts established by this Resolution and the Loan Agreement.
"Proposal" means the attached and incorporated proposal dated October 30, 2017, from
PNC Bank, National Association, as Lender and Purchaser, to the City.
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"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 2009 Bonds" means the City's outstanding Non -Ad Valorem Refunding Revenue
Bonds, Taxable Pension Series 2009.
"Series 2009 Bonds to be Refunded" means the City's currently outstanding Series 2009
Bonds in the amount of Six Million, Three Hundred Eighty -Five Thousand Dollars
($6,385,000.00) maturing on December 1 in the years 2023 (a portion thereof) through 2025.
"Verification Agent" means the qualified verification agent appointed by the City
Manager.
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. Addition0y, 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 Nate;
(iv) The Pledged Revenues consist of multiple revenue sources which require
extensive planning and explanation to the market and which must
continue in accordance with requirements of the pledged revenue
structures of the Authorizing Resolution for the previous Series 2009
Bonds;
(v) Market conditions are such that this type of credit would be well received
by financial institutions;
(vi) The vagaries of the current and near future municipal Note market
demand that the City have the maximum time and flexibility in order to
obtain the most favorable interest rates available; and
(vii) The structure and timing of the related advance refunding and
redemptions of a portion of the Series 2009 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 of an estimated One Million Two Hundred Forty Thousand
Dollars ($1,240,000.00) (net present value) in interest payments on the Series 2009 Bonds
without extending the time for such payments.
C. The Note shall be payable from the Pledged Funds..
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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 Purchaser a
Purchaser's Certificate, the form of which is 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. The Loan Agreement shall
attach an exhibit providing the cumulative debt obligation and respective debt obligations from
the Series 2009 Bonds and the Note and the previous obligations of the City that also contain a
covenant to budget and appropriate legally available funds.
H. In accordance with the recommendations of the City's Administration and the Finance
Committee, the City Commission hereby approves the selection of the direct placement
Proposal from PNC Bank, National Association for the private placement and negotiated sale of
the Note to the Lender, the most responsive and responsible proposer, in order to receive a
loan under the Loan Agreement in an amount not to exceed Seven Million Five Hundred
Thousand Dollars ($7,500,000.00) to advance refund the Series 2009 Bonds to be Refunded
and to provide for costs of issuance of the Note.
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;
Delegation of Authority for Selections and Appointments of Escrow Agent and
Verification Agent. 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, Bond
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, Taxable Pension Series 2017" is authorized to be issued, executed, and
delivered in the aggregate principal amount of not to exceed Seven Million Five Hundred
Thousand Dollars and No Cents ($7,500,400.00), 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
Agreements 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 Agreements, 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
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the Escrow Deposit Agreements. The provisions of such documents, as so negotiated,
execrated, and delivered, are hereby incorporated into and made a part of this Resolution.
The City Manager is delegated the authority (1) to select and appoint a bank or other
financial institution to serve as the Escrow Agent, and (2) to select and appoint a qualified
Verification Agent, both based upon proposals received and reviewed by the City's Financial
Advisor in connection with the Escrow Deposit Agreement for the advance refunding of the
Series 2009 Bonds to be Refunded.
Section 6. Description of the Note. The Note shall be issued as one (1) fully
registered Note in the principal amount not to exceed Seven Million Five Hundred Thousand
Dollars and No Cents ($7,500,000.00), shall be dated as of the date of its delivery to the Lender
as the Purchaser 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 June 1 and December 1 with the
first interest payment due on June 1, 2418. Principal will be paid annually on December 1 each
year, with the first principal payment payable on December 1, 2018. The Maturity Date shall be
December 1, 2025; 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. Notwithstanding the foregoing or any
provision of this Resolution to the contrary, the Note shall not be transferred unless the new
purchaser has received the prior written consent of the City and has previously executed and
provided to the City a "sophisticated investor letter" in substantially the same form and
substance as the "sophisticated investor letter" executed by the original Purchaser of the Note.
The Note, if transferred, shall only be transferred in whole.
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 Note, showing approval as to the City's insurance
requirements. The signatures of the City Manager, the City Clerk, and the City Attorney on 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
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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.
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 Payments for such Fiscal
Year due during such Fiscal Year as provided in the Loan Agreement and the Note.
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 notes, 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, 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. The City represents that the advance refunding of a
City of Miami Page 8 of 11 Fife ID: 3121 (Revision: A) Printed on: 1111412017
File ID: 3121 Enactment Number:
portion of the Series 2009 Bonds serve essential public purposes and shall provide a significant
cost savings to the City.
Section 11. Continuing Disclosure Covenants. The City shall undertake such "best
practices" as provided in the Loan Agreement for continuing disclosures.
Section 12. Security; Note Not General Indebtedness. The Note shall not be
deemed to constitute general obligations 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.
Until payment has been provided as herein permitted, the payment of the principal of and
interest on the Note shall be secured forthwith equally and ratably by a prior lien on the proceeds
derived from the Pledged Funds, and the City does hereby irrevocably pledge the same to
payment of the principal thereof and interest thereon when due.
Section 13. Sale of Note to Refund and to Redeem the outstanding Series 2009
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 of not to exceed Seven Million Five Hundred
Thousand Dollars ($7,500,000.00) and the City Manager, the City Clerk, Director of Risk
Management, and the City Attorney are hereby authorized to execute and deliver the Note in
substantially the form set forth 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 on an advance basis a portion of the Series 2009 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 commitment 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 is being issued
or as necessary in connection with the redemption and advance refunding of the Series 2009
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
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
City sof Miami Page 9 of 11 File iD. 3121 (Revision; A) Printed on: 1'111412017
File ID: 3121 Enactment Number:
hereunder, or regarding the defeasing and advance refunding of a portion of the Series 2009
Bonds.
Section 16. Controlling Lave; 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 Note shall be liable personally on the Note 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 advance refunding of the Series 2009 Bonds to be
Refunded.
Section 17. Further Authorizations regarding the issuance of the Note and the
redemption and advance refunding of the Series 2009 Bonds to be Refunded. 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 Bond Registrar, Note Registrar, Trustee, 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 advance refunding of a portion of the
Series 2009 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 negotiated
sale of the Note to the Lender as Purchaser, and the advance refunding of a portion of the
Series 2009 Bonds to be Refunded, that are necessary or desirable in connection with the sale,
execution and delivery of the Note, the noticing, call for redemptions, redemptions, and the
advance refunding of a portion of the Series 2009 Bonds to be Refunded, and which are
specifically authorized or are not inconsistent with the terms and provisions of this Resolution or
any action relating to the Note or the Series 2009 Bonds, 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 Bond Registrar, Note Registrar, Trustee, Escrow Agent or Paying
Agent(s) for the Series 2009 Bonds. 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 advance refunding of a portion of the Series 2009 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 Bond Registrar, Note Registrar, Trustee, Escrow Agent, or Paying Agent for the Series
2009 Bonds. Any and all costs incurred in connection with the issuance of the Note and the
redemption and advance refunding of a portion of the Series 2009 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 payments of interest, principal, premium, if any,
redemption costs, and any other administrative costs related to the redemption and advance
refunding of a portion of the Series 2009 Bonds to be Refunded.
City of Miami Page 10 of i 1 Fife !0: 3121 (revision: A) Printed on: 11/94/2017
File ID: 3121 Enactment Number:
Section 18. Repeal of inconsistent Resolutions. All resolutions or parts thereof in
conflict herewith are to the extent of such conflict superseded and repealed.
Section 19. Further Authorizations regarding Use of All Remaining Proceeds
and Interest Thereon, If Any, from the Series 2009 Bonds in accordance with the
Authorizing Resolution and the Continuing Disclosure Agreement, and Payment of
Outstanding Series 2009 Bonds. The City Manager and all other necessary City officials,
employees, agents and representatives have previously been authorized pursuant to the
Authorizing Resolution and the Continuing Disclosure Agreement for the Series 2009 Bonds to
undertake continuing compliance measures, and the City has updated and corrected postings in
the various computer systems and account codes {Fund 31000 — General Gov't Projects to
Special Obligation Bonds Debt Service Fund in the amount of Six Hundred and Six Dollars
($606.00)} for remaining proceeds, interest earnings, and project close-outs related thereto.
The City Manager and all other necessary City officials, employees, agents and
representatives are hereby further authorized to use all remaining proceeds and interest
thereon, if any, from the Series 2009 Bonds in accordance with the Authorizing Resolution and
the Continuing Disclosure Agreement to pay, as applicable, to the Bond Registrar, Note
Registrar, Trustee, Escrow Agent, and Paying Agent for the Series 2009 Bonds upon the
closing of the sale of the Note to the Lender, any and all outstanding amounts for principal and
interest, and premium, if any, due and payable to the Bond Registrar, Note Registrar, Trustee,
Escrow Agent, and Paying Agent under the existing requirements, with the understanding that
all outstanding Authorizing Resolution, Escrow Agreement, Continuing Disclosure Agreement,
and other agreements related only to the -Series 2009 Bonds to be Refunded will cease to exist
and the City's obligations thereunder only for the Series 2009 Bonds to be Refunded shall
terminate upon the sale and the closing of the Note, the execution of the Escrow Deposit
Agreement, and the related defeasance of the Series 2009 Bonds to be Refunded which are
subject to advance refunding.
Section 20. 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 2009 Bonds, the Authorizing Resolution,
and the Continuing Disclosure Agreement for continuing compliance are hereby ratified,
approved and confirmed.
Section 21. 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 11 of 11 Fife ID: 3121 (Revision: A) Printed on: 91/14/2017
This Summary of Terms and Conditions is not a commitment or an offer to lend and does
not create any obligation on the part of the Bank. The Bank will not be deemed to extend
any commitment to the Borrower unless and until a formal commitment letter is issued. This
outline is only a brief description of the principal terms of the suggested loan and is
intended for discussion purposes only.
CITY OF MIAMI, FLORIDA - REFUNDING OF SPECIAL OBLIGATION BONDS AS BANK
LOANS
SUMMARY OF TERMS AND CONDITIONS
October 30, 2017
Borrower City of Miami, Florida (the "Borrower' or the "City")
Bank PNC Bank, National Association (the `Bank")
Amount Subject to credit approval and documentation, PNC proposes to
provide a NBQ Tax -Exempt Bank Loan for up to $61,500,000 and to
provide a Taxable Bank Loan for up to $7,500,000 (the"Loans" or
"Facilities" or "Notes")
Purpose The proceeds of the Loan will be used to provide funds for the Non -
Bank Qualified ("NBQ') Tax -Exempt Bank loan in an amount not to
exceed $61,500,000 to advance refund a portion of the City's
outstanding Special Obligation Bonds, Series 2011A and a Taxable
Bank loan in an amount not to exceed $7,500,000 to advance refund
a portion of the City's outstanding Non -Ad Valorem Refunding
Revenue Bonds, Taxable Pension Series 2009 and to pay the cost of
issuance. This offering is for a private placement on the Bank's
balance sheet (no CUSIP number).
Collateral Covenant to Budget and Appropriate all legally available Non -Ad
Valorem Revenues of the City. The principal of and interest on the
Notes will be secured by and payable from Pledged Funds as
defined in the Resolutions and as per Sections 10 of the Resolutions
provided with the RFP_
Amortization, Interest &
Maturity HBC $51,500,000 Loan: Principal will be payable annually on each
February 1 with the first payment due on February 1, 2018. Interest
will be due semiannually on each February 1 and August 1 with the
first payment on February 1, 2018. interest day count method will be
301360 for the fixed rate options and Act/360 for the floating rate
option. Final Maturity will be February 1, 2031 (or a Put Date of
City of Miami, Florida — Refunding of Special Obligation Bonds as Bank Loans
Summary of Terms and Conditions
Interest Rates
February 1, 2028 for the Alternative Floating Rate Option) and the
amortization will be as per or similar to what is listed in the RFP.
Taxable $7,500,000 Loan: Principal will be payable annually on
each December 1 with the first payment due on December 1, 2018.
Interest will be due semiannually on each .lune 1 and December 1
with the first payment on December 1, 2018. Interest day count
method will be 301360. Final Maturity will be December 1, 2025 and
the amortization will be as per or similar to what is listed in the RFP.
Indicative NBQ Tax Exempt $61,500,000 Fixed Rate Option: This
fixed rate is indicative as of 10.30.2017 and the final fixed rate will be
set, based on the Banks COF, three (3) days prior to the funding
date:
Indicative NBQ Tax -Exempt Fixed Interest Rate (30/360)*:
Approximately 13 Year Term 2.890%
*At the request of the Borrower and/or the Financial Advisor, the Bank
will update this indicative fixed rate at any time. Alternatively, if the
Borrower wishes to lock an indicative rate at any time, the rate will be
updated by the Bank and a Rate Lock Letter, together with an
approving Resolution, can be executed.
Alternative NBQ Tax Exempt $61,500,000 Floating Rate Option
(Act/360):
10 -Year Term* (70% x 1 Month Libor) + 1.01%
*For a synthetically fixed rate option, please see Interest Rate
Management below.
Indicative Taxable $7,500,000 Fixed Rate Option: This fixed rate
is indicative as of 10.30.2017 and the final fixed rate will be set,
based on the Banks COF, three (3) days prior to the funding date:
Indicative Taxable Fixed Interest Rate (301360)':
Approximately 7 Year Term 3.172%
'At the request of the Borrower and/or the Financial Advisor, the Bank
will update this indicative fixed rate at any time. Alternatively, if the
Borrower wishes to lock an indicative rate at any time, the rate will be
updated by the Bank and a Rate Lock Letter, together with an
approving Resolution, can be executed.
City of Miami, Florida — refunding of Special Obligation Bonds as Bank Loans
Summary of Terms and Conditions
Interest Rate
Management The Borrower may, at its option, enter into and maintain an interest
rate protection agreement (the "Hedge Agreement") which conforms
to ISDA standards and has terms and is with a counterparty
satisfactory to the Bank, as shall result in effectively enabling the
Borrower to protect itself against fluctuations in interest rates with
respect to all or any tranche of the principal amount of the Facility. in
the case where the Bank is the counterparty to the Hedge Agreement,
all obligations of the Borrower to the Bank arising pursuant thereto
shall be secured by the Collateral as defined above. In the case where
the Bank is not the counterparty, such Hedge Agreement shall be
unsecured. Any Hedge Agreement will be cross defaulted with the
Facility.
Fixing the debt with an interest rate hedge may present many
advantages when compared to traditional fixed rate loans. Swaps
allow the Borrower to fix a portion of the debt, while leaving the
remaining debt variable. A swap may be terminated at any time,
where the Borrower pays or receives a termination payment
depending on the prevailing market rates at termination. The interest
rate hedge may be terminated or amended while leaving the
underlying debt in place. Interest rate hedges may also be used to
hedge for a period longer than the underlying debt commitment period.
A cancelable interest rate hedge may be used to mitigate credit
renewal risk on such a longer dated interest rate hedge.
PNC would like to introduce the concept of optionality. If so desired,
a rate hedge could be structured that matches the final maturity of the
debt while providing the Borrower the opportunity to cancel the
contract at zero cost (based on predetermined dates). This structure
provides additional flexibility to take advantage of any potential future
decline In interest rates. It is common to structure options teased on
the credit commitment.
Below is indicative pricing for the NBQ Facility based on terms above.
Indications are exclusive of loan spread are of October 27, 2017 (rates
subject to prevailing market conditions).
Term Rate
10 Year 1.63%
211/2031 1.65%
21112031' 1.68%
cancelable at zero cost at February 1, 2028
Default Rate Prime + 3.00% or maximum allowable by law, whichever is less.
Prepayment Prepayment on any business day within the guidelines of the Bank's
Standard Make Whole provisions or if elected, within the provisions of
the swap documents. The Bank requires no less than 5 business days
advance written notice of prepayment. Further, the Bank will require
City of Miami, Florida — Refunding of Special Obligation Bonds as Bank Loans
Summary of Terms and Conditions
the inverse chronological order of the maturities or amortization
installments being prepaid.
Non -Investment
Grade Pricing (13 -Year
Bank Loan Only)
Rating from two or more rating
agencies (Mood 's, S&P and Fitch)
Pricing
BBB/Baa2 or better
Pro osed ricin
BBB-IBaa3
Proposed pricing plus 25b s
Below BBB-IBaa3
Proposed pricing plus 50 bps
Covenants Affirmative and negative covenants will be specified by the Bank for
inclusion in the Agreement and as per the Resolutions provided. Anti -
Dilution Test as defined in Section 3.10 of Resolution R-11-0228 and
Section 9.01 of the Resolution with File Number 08-01459.
Yield Protection For All Options Listed Above: if an event of taxability occurs due to
action (or inaction) caused by the Borrower, the interest rate charged
on the outstanding principal balance of the Loan shall, effective as of
and after the date of the occurrence of such event of taxability, be
increased to, calculated and recalculated at the taxable equivalent
rate from the date of the determination of taxability.
Event of Taxability For the NBQ Tax Exempt $61,500,00 Fixed Rate Option Only: In
the event a determination of taxability shall occur, in addition to the
amounts required to be paid with respect to the Loan, the Issuer shall
be obligated to pay to the Purchaser an amount equal to the positive
difference, if any, between the amount of interest that would have
been paid during the period of taxability if the Loan had borne interest
at a taxable rate and the interest actually received by the Purchaser
with respect to the Loan.
Margin Rate Factor For the NBQ Tax Exempt $61,500,00 Fixed Rate Option Only: In
the event of a change in the Purchaser's corporate tax rate during any
period where interest is accruing on a tax-exempt basis causes a
reduction in the tax equivalent yield on the Loan, the interest payable
on the Loan shall be increased to compensate for such change in the
effective yield to a rate calculated by multiplying the interest rate on
the Loan by the ratio equal to (1 minus A) divided (1 minus B), where
A equals the Purchaser's corporate tax rate in effect as of the date of
the corporate tax rate adjustment as announced by the IRS and B
equals the Purchaser's corporate tax rate in effect on the date of the
original issuance of the Loan.
Expenses All expenses incurred by the Bank shall be paid by the Borrower.
These include, but are not limited to, fees and expenses of legal
City of Miami, Florida — Refunding of Special Obligation Bonds as Bank Loans
Summary of Terms and Conditions
counsel (inside and outside) and any other expenses in connection
with documenting, closing, monitoring or enforcing the Loans and shall
be payable at closing or otherwise on demand. Payment by Borrower
of expenses described above shall not be contingent upon the closing
of the Loan. Legal fees will be for the account of the Borrower after
documentation of the transaction has started, regardless of whether
the transaction closes. The Bank would like to use Mr. Mike Williams
from Akerman for review -only (i.e. no opinion) with fees no greater
than $8,000 for the taxable loan and $10,000 for the tax exempt loan.
If both loans are awarded to PNC, total bank counsel fees will be no
greater than $15,000.
Representations
And Warranties The Borrower shall make representations and warranties standard for
this type of transaction, in form and substance satisfactory to the Bank.
Conditions Precedent including, but not limited to, the following all of which shall be in form
and substance satisfactory to the Bank:
1) All documentation relating to the Loan in form and substance
satisfactory to the Bank.
2) Satisfactory review of other agreements relating to the Loan.
3) Evidence that Borrower is authorized to enter into this transaction.
4) No material adverse change in the condition, financial or
otherwise, operations, properties, assets or prospects of the
Borrower.
5) No material threatened or pending litigation against the Borrower
or additional material contingent obligations of the Borrower.
6) Delivery of opinions of counsel.
7) Payment of all legal fees.
8) Mathematical demonstration and certification of the Anti -Dilutions
Tests prior to new issuances.
9) Opinions satisfactory to the Sank
Reporting
Requirements Annual audited financial statements for the borrower within 210 days
of the Borrower's fiscal year end.
Budgets submitted to the Bank no later than the first day of each Fiscal
Year and other items as may be reasonably requested by the Bank
which are prepared by the Borrower.
City of Miami, Florida -- Refunding of Special Obligation Bonds as Bank loans
Summary of Terms and Conditions
Events of Default Events of Default standard and customary for Loans of this type,
including but not limited to:
1) Payment default.
2) Breach of Representations or Warranties.
3) Violation of covenant(s).
4) Bankruptcy, insolvency, declaration of financial emergency.
5) Cross Default to other Special Obligation indebtedness or any
condition which results in the acceleration of other indebtedness
of the Borrower.
6) Lean documents unenforceable.
7) Adverse judgments.
8) Default under governing loan documents.
Other Events of Default as appropriate, including the right to
accelerate.
Documentation Resolution and other loan documents in form and substance
satisfactory to the Bank must be executed and delivered containing
representations, warranties, covenants, indemnities, conditions to
lending, events of default and other provisions as are appropriate in
the Bank's opinion and specified by the Bank.
Governing Law State of Florida. Consent to Florida Jurisdiction. Waiver of jury trial.
Indemnification Standard indemnification of the Bank by the Borrower will apply.
Underwriting Should PNC be appointed the winner of this RFP, the Bank requires
a minimum of 2 weeks for the formal underwriting process from the
appointed date.
Expiration This proposal expires November 28, 2017 and the Facility must close
no later than this date unless otherwise extended by the Bank in
writing. If applicable, Rate Lock Letter provisions will also apply.
2017 Refminancin s
9
r �tMre>I �
� to re
I'3 R t �1
Special Obligation (CB&A) Refunding Bonds, Series 2017A
Refinancing 2009 Pension Obligation Bonds (Taxable)
Special Obligation (CB&A) RefundingBonds, Series 2017B
Refinancing 2011A Special Obligation Bondg (Tax-exempt)
PFM Financial Advisors LLC
255 Alhambra Circle,
Suite 444
Coral Gables, FL 33134
Executive Summary
0 PFM identified two refunding candidates: Non -Ad Valorem Refunding Revenue Bonds, Pension Series 2009 (Taxable), and Special
Obligation Bonds, Series 2011 A (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 porfion 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 $51.5 million will be used refund the callable portion of the Special Obligation Bonds,
Series 2011 A for net present value savings
0 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
Refinancing of 2011A Tax -Exempt Bonds
• 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%
• Included onerous covenants such as cross -default and
Citv of Miami Special Oblieation Refunding
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%
acceleration
SAVINGS
• Second lowest -cost proposal provided an indicative rate as of
The City of Mi=L Florida
the date of the proposal of 2.46%, plus 0.36% to waive "tax
Proposed Reftwding of Series 2011A
gross up language" (recommended)
Present Vat[le
Prior
Refunding
to 11/28/2017
- All -in rate of 2.82% as of the date of the proposal
Date
Debt Service
Debt service
Savings
l@ 2,8953698%
• DNT Asset Trust, a wholly owned Subsidiary of JPMorgan
12/01/2018
3,018,342.50
2,553,157.50
465,185.00
453,372.53
12/01/2019
3,018342.50
2,555,779.50
462,563.00
437,818.29
Chase Bank, N.A., would act as the "Purchaser'
12/01/2020
3,018,342.50
2,555,470.00
462,872.50
425,530.62
12/01/2021
3,018342.50
2,554,455.50
463,887.00
414,226.70
12/01/2022
7,002,386.25
6,535,772.00
466,614.25
445,293.09
• Optional prepayment at anytime at the "Make -Whole"
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
amount. Effectively negates the economics of a future
12/01/2025
7,000,012.50
6,534,442.00
465,570.50
372,559.14
refinancing
12/01/2026
7,002,543.75
6,538,778.00
463,765.75
361,32397
12/01/2027
7,003256.25
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
• Results in estimated Net Present Value Savings of 12/01/2029
7,002,600A0
6,539,361.50
463,238.50
333,721.94
12/01/2030
6,999,700.04
6,535,085.50
464,614.50
326,277.43
10.04% or $5.32 million
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
PFM
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 $575,040
SAVINGS
The City of Miami. Florida
Taxable Refiuidini of Series 2009
Pitsent Value
Date
Prior
Debt Senice
Refiuidiiig
Debt Service
Sax-ings
to 11/28/2017
[D 2.8953698%
12/01/2017
235 285.25
235.286.25
235.229.89
1210112018
470.572.50
421.399.09
49.173.41
49,117.84
1210112019
470.572.50
423.790.40
46.782.10
45.536.42
12/0112020
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
12/0112022
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
45.957.10
37325,35
9.835,731.25
9.222.316.69
513.414.56
577.512.21
Q PFM .�_
4
Timing for the Transaction
• For both issuances, rate will be locked after the City Commission meeting on November 16
CITY OF MIAMI, FLORIDA
Special Obligation Revenue Refunding Bonds, Series 2817
Date
Event
October 2
Distribute Distribution List / Timetable J Draft RFP to Working Group
October 11
Distribute Bank Loan RFP
October 18
Sun
Mon Tue Wedrna
F ri
Sat
1
2
3
4
;
November 3
3
$
q
10
11
12
13
11
1.
16
1?
18
19
20
21
22
23
2,12�
21
22
2 -
28
2=
2M
27
2S
30
Date
Event
October 2
Distribute Distribution List / Timetable J Draft RFP to Working Group
October 11
Distribute Bank Loan RFP
October 18
Su"
Mon
Tua Wed Thu
Fri
Sat
November 1
Seek Bids for Verification Agent
November 2
1
November 3
3
3
`
November 8
Finance Committee Approval
8
9
1D
11
12
13
14
1-5
16
171
18
19
2,
21
22
2 -
24
2=
2M
27
2S
30
Date
Event
October 2
Distribute Distribution List / Timetable J Draft RFP to Working Group
October 11
Distribute Bank Loan RFP
October 18
Distribute First Draft of Resolution, Loan Agreement
October 24
Working Group Conference Call (Document Comments)
October 30
Bank Loan RFP Bias Received
November 1
Seek Bids for Verification Agent
November 2
City Attorney Submits Placeholder for Resolution
November 3
Distribute Second Draft Resolution, Loan Agreement
November 8
Submit Resolution to Agenda Coordinator for City Commisslon
November 8
Finance Committee Approval
November 13 Distribute Closing Documents, Closing Memorandum
November 15 City Commission Meetlne -- Adopt Resolution, Award Note
November 17 Circulate Finalized Loan Agreement
November 27 & 28 Pre-closing and Closing
Responsibility
FA
FA
BC
All
City
FA
City
BC
City
City
BC, FA
City
BC
All
0 PFM 5
Preliminary Financing Estimates
b PFM
Nate: Preliminary numbers for discussion purposes only.
Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 1
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 (.1P Morgan]
Taxable Proposed
Refunding of Refunding of
Sources:
Series 2009 Series 2011A
Total
Bond Proceeds:
Par Amount
7,465,000.00 61,100,000.00
69,565,000.00
7,465,000.00 61,100,000.00
68,565,000.00
Taxable Proposed
Refunding of Refunding of
Uses:
Series 2009 Series 203 IA
Total
Refunding Escrow Deposits:
Cash Deposit
235,286.31 0.53
235,286.84
SLGS Purchases
7,160,107.00 60,934,128.00
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
231,450.00
Other Uses of Funds:.
Additional Proceeds
606.69 3,421.47
4,028.16
7,465;000.00 61,100,000.00
68,565.000.00
Nate: Preliminary numbers for discussion purposes only.
Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 1
0 pfm
BOND SUMMARY STATISTICS
The City of Miami, Florida
Taxable Refunding of Series 2009
Dated Date
11/28/2017
Delivery Date
11/28/2017
First Coupon
06/'01/2018
Last Maturity
12/01/2025
Arbitrage Yield
2.895370%a
True Interest Cost (TIC)
3.671950%0
Net Interest Cost (NIQ
3.672000%
All -In TIC
3.837757%
Average Coupon
3.672000%
Average Life (years)
6.411
Duration of Issue (years)
5.710
Par Amount
7,465,000.00
Bond Proceeds
7,465,000,00
Total Interest
1,757,316.69
Net Interest
1,757,316.69
Total Debt Service
9,222,316.69
Maximum Annual Debt Service
3,960,270.40
Average Annual Debt Service
1,151,590.01
Underwriter's Fees (ger $1000)
Average Takedomvn
Other Fee
Total Underwriter's Discount
Bid Price
100.000004
Par
Bond Component Value Price
Average
Coupon
Average
Life
PV of I by
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
TIC
Arbitrage
Yield
Par Value
+ Accrued Interest
+ Premium (Discount)
- Undenvriter"s Discount
- Cost of Issuance Fxpense
- Other Amounts
Target Value
Target Date
Yield
7,465,000.00 7,465,000.00 7,465,000.00
7,465,000.00
11/28/2017
3.671950%
-69,000.00
7,396,000.00
11/28/2017
3.837757%v
7,465,000.00
11/28/2017
2.895370%
Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 2
Bond Component
BOND SUMMARY STATISTICS
The City of Miami, Florida
Proposed Refunding of Series 2011 A
Dated bate
11/28/2017
Delivery Date
11128/2017
First Coupon
02/01/2018
Last Maturity
02/01/203I
Arbitrage Yield
2.895370%
True Interest Cost (TIC)
2.820305%
Net Interest Cost (NTC)
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
14,484,154.50
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 Takedpwn
Other Fee
Total Underwriter's Discount
Bid Price
Par
Value
100.000000
Average Average PV of 1 by
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
All -In Arbitrage
TIC TIC Yield
Par Value
61,100,000.00
61,100,000.00
61,100,000.00
+ Accrued Interest
+ Premium (Discount)
- Underwriter's Discount
- Cost of Issuance Expense
-162,450.00
- Other Amounts
Target Value
61,100,000.00
60,937,550.00
61,100,000.00
Target Date
11/28/20I7
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
SUMMARY OF BONDS REFUNDED
Bond
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 (1P Morgan)
Maturity Interest Par Call
Date Rate Amount Date
Call
Price
Taxable Series 2009
Bonds:.
TERM23
12101/2020
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
12/01/2019
100.000
TERM25
12/01/2024
7.550%
570,000.00
12/01/2019
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 Bands, Series 2011A:
SERIAL
02101/2022
5.000%
2;215,000.00
02101/2021
100.000
02/01/2023
5.000%
4,290,000.00
02101/2021
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
02101/2021
100.000
02/01/2028
6.0000/6
5,680,000.00
02/01/2021
100.000
02101/2029
6.000%
6,030,000.00
02/01/2021
100.000
02JO112030
6.000%
6,400,000.00
02/01/2021
100.000
02101/2031
6.000%
6,795,000.00
02/01/2021
100.000
BOND
02/0112022
4.875%
1,870,000.00
02/01/2021
100.000
52,975,000.00
59,360,000.00
P,
Nov 8, 2017 9.05 am Prepared by PFM Financial Advisors LLC Page 4
pfm
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)
Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 5
Taxable
Proposed
Refunding of
Refunding of
Series 2009
Series 2011 A
Total
Dated Date
11/28/2017
11/28/2017
11/28/2017
Delivery Date
11/28/2017
11/2812017
11/28/2017
Arbitrage Yield
2.895370%
2.895370%
2.895370%
Escrow Yield
1.202984%
1.437774%
1.421031%
Value of Negative Arbitrage
225,458.61
2,508,273.80
2,733,732.41
Bond par Amount
7,465,000.00
61,100,000.00
68,565,000.00
True Interest Cost
3.671950%
2.820305%
2.895370%
Net interest Cost
3.672000%
2.820000%
2..892619%
Average Coupon
3.672000%
2.820000%
2.892619%
Average Life
6.411
8.406
8.189
Par amount of refunded bonds
6,385,000.00
52,975,000.00
59,360,000.00
Average coupon of refunded bonds
7.429329%
5.806569%
5.939806%
Average life of refunded bonds
6.787
9.145
8.891
PV of prior debt
8,376,770.90
66,084,602.90
74,461,373.80
Net PV Savings
578,218.90
5,322,183.06
5,900,401.96
Percentage savings of refunded bonds
9.055895%
10.046594%
9.940030%
Percentage savings of refunding bonds
7.745732%
8.710611%
8.605560%
Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 5
SAVINGS
Net PV Savings 578,218.90
Nov S. 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 6
The City of Miami, Florida
Taxable Refunding of
Series 2009
Present Value
Prior
Refunding
to 11/28/2017
Date
Debt Service
Debt Service
Savings
@ 2.8953698%
1210112.017
235,286.25
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
45,244.10
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
Sayings Summary
PV of savings from cash flow
577,612.21
Plus: Refunding
funds on hand
606.69
Net PV Savings 578,218.90
Nov S. 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 6
pfm
SAVINGS
Net PV Savings 5,322,183.06
Nov 8, 2017 9:05 am Prepared by PFM Finw)cia! Advisors LLC Page 7
The City of Miami, Florida
Proposed Refunding of Series 2011A
Present Value
Prior
Refunding
to 11/28/2017
Date
Debi Service
Debt Service
Savings
[a7 2.8953698%
12/01/2018
3,018,342.50
2,553,157.50
465,185.00
453,372.53
12101/2019
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
3,018,34250
2,554,455.50
463,887.00
4I4,226.70
12/01/2022
7,002,386.25
6,535,772.00
466,614.25
405,293.09
12101/2023
6,999,180.00
6,532,798.00
466,382.00
394,035.87
12/01/2024
6,999,540.00
6,535,735.00
463,805.00
381,223.70
12/OI/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
6,538,60100
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
464,61450
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
Saxb.u_ Sutnram
PV
of savings from cash
flow
5,318,761.59
Plus:
Refunding funds on hand
3,421.47
Net PV Savings 5,322,183.06
Nov 8, 2017 9:05 am Prepared by PFM Finw)cia! Advisors LLC Page 7
pfm
Net Proceeds 7,465,400.00
Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors UC Page 8
BOND PRICING
Dated Date
The City of Miami, Florida
Delivery Date
11/28/2417
First coupon
Taxable Refunding of Series 2009
Paz Amount
7,465,000.00
Maturity
Production
7,465,000.00 100.000000%
Bond Component Date
Amount Rate
Yield
Price
Bond Component:
12/03/2018
145,000 3.672%
3.672%
1 WOW
12/01/2019
155,000 3.672%
3.672%
104.040
12/0I/2020
660,400 3.672%
3.672%
I00.000
12/01/2021
660,000 3.672%
3.672%
I00.000
12/01/2022
670,000 3.672%
3.672%n
100.000
12/01/2023
675,000 3.672%
3.672%
100.000
12/01/2024
680,000 3.672%
3.672%
100.000
12/01/2425
3,820,000 3.672%
3.672%
100.000
Net Proceeds 7,465,400.00
Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors UC Page 8
7,465,400
Dated Date
11/28/2017
Delivery Date
11/28/2417
First coupon
06/01/2018
Paz Amount
7,465,000.00
Original Issue Discount
Production
7,465,000.00 100.000000%
Underwriter's Discount
Purchase Price
7,465,000.00 100.000000%
Accrued Interest
Net Proceeds 7,465,400.00
Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors UC Page 8
0 pfm
BOND PRICING
The City of Miami, Florida
Proposed Refunding of Series 2011A
Maturity
Bond Component Date Amount Rate Yield Price
Bond Component:
02/01/2018
1,410,000
2.820%a
2.820%
100.000
02/0I12019
885,000
2.820%
2.820%
100.000
02/01/2020
910,000
2.820%
2.820%
100.000
02/01/2021
935,000
2.820%
2.820%
100.000
02101/2022
5,000,000
2.820%
2.820%
100.000
02/01/2023
5,140,000
2.820%
2.820°/o
I00.000
02/0I/2024
5,290,000
2.820%
2.820%0
100.000
02/0I/2025
5,440,000
2.820%
2.820%
100.000
02/01/2026
5;600,000
2.820%Q
2.820%
100.000
02/01/2.027
5,760,000
2.820%
2.820%
100.000
02/01/2028
5,925,000
2,820%
1820%
100.000
02/01/2029
6,095,000
2.820%a
2.820%
100.000
02/0112030
6,265,000
2.820%
2.8200/c.
100.000
02/0I/2031
6,445,000
2.820%
2.820%
100.000
Net Proceeds 61,100,000.00
Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 9
61,100,000
Dated Date
11/28/2017
Delivery Date
11/28/2017
First Coupon
02/01/2018
Par Amount
61,100,000.00
Original Issue Discount
Production
61,100,000.00 100.000000%
Underwriter's Discount
Purchase Price
61,100,000.00 100.000000%
Accrued Interest
Net Proceeds 61,100,000.00
Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 9
pfm
Period
Ending
Principal
BOND DEBT SERVICE
The City of Miami, Florida
Taxable Refunding of Series 2009
Coupon Interest Debt Service
Annual
Debt Service
06/01/2018
139,341.69
139,341.69
12/01/2018
145,000
3.672%
137,057.40
292,057.40
42I,399.09
06/01/2019
134,395.20
134,395.20
12/01/2019
155,000
3.672%
I34,395.20
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
12/01/2021
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
95,013.00
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,I35.20
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
Period
Ending
BOND DEBT SERVICE
The City of Miami, Florida
Proposed Refunding of Series 2.01 lA
Annual
Principal Coupon Interest Debt Service Debt Service
02/0112018
1,410,000
2.820%
301,528.50
1,711,528.50
0810112018
841,629.00
841,629.00
12/0112018
2,553,157.50
02/0112019
885,000
2.820%
841,629.00
1,726,629.00
08/0112019
829,150.50
829,150.50
1210112019
2,555,779.50
02/01/2020
910,000
2.820%
829,150-50
1,739, I50.50
08/01/2020
816,319.50
816,319.50
12101/2020
2,555,470.00
02/01/2021
935,000
2.820%
816,319.50
I,751,319.50
08/01/2021
803,136.00
803,136.00
12/01/2021
2,554,455.50
02/01/2022
5,000,000
2.820%0
803,136.00
5,803,136.00
08/01/2022
732,636.00
732,636.00
12/01/2022
6,535,772.00
02/01/2023
5,140,000
2.820%
732,636.00
5,872,636.00
08101/2023
660,162.00
660,162.00
12/01/2023
6,532,798.00
02/01/2024
5,290,000
2.820%
660,162.00
5,950,162.00
08/01/2024
585,573.00
585,573.00
12101/2024
6,535,735.00
02/0112025
5,440,000
2.820%
585,573.00
6,025,573,00
08/01/2025
508,869.00
508,869.00
12/01/2025
6,534,442.00
02/01/2026
5,600,000
2.820%
508,869.00
6,108,869.00
08/0112026
429,909.00
429,909.00
12/01/2026
6,538,778.00
02/01/2027
5,760,000
2.820%
429,909.00
6,189,909.00
08/0112027
348,693.00
348,693.00
12/01/2027
6,538,602.00
02/01/2028
5,925,000
2.820%
348,693.00
6,273,693.00
08/01/2028
265,1.50.50
265,150.50
12/01/2028
6,538,843.50
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
6,539,361.50
0210112030
6,265,000
2.820°/6
179,211.00
6,444,211.00
08/01/2030
90,874.50
90,874.50
12/0112030
6,535,085.50
02/01/2031
6,445,000
2.820%
90,874.50
6,535,874.50
12/01/2031
6,535,874.50
61,100,000
14,484,154.50
75,584,154.50
75,584,154.50
Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page l i
pfm
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
12/01/2018
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
1,176,431.25 6,385,000.00 7,561,431.25
Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 12
pfm
ESCROW REQUIREMENTS
Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 13
The City of Miami, Florida
Proposed Refunding of Series 2011A
Period
Principal
Ending
Interest Redeemed
Total
0210112018
1,509,171.25
1,509,171.25
08101/2018
1,509,171.25
1,509,171.25
0210112019
1,509,171.25
1,509,171.25
08/0112019
1,509,171.25
1,509,17I.25
02/01/2020
1,509,17I.25
1,509,171.25
08/01/2020
1,509,171.25
1,509,171.25
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
COST OF ISSUANCE
Nov 8, 2017 9.05 am Prepared by PFM Financial Advisors LLC Page 14
The City of Miami, Florida
Series 2017 Special Obligation Refunding
Preliminary plumbers
Indicative hates as of Oct. 30
Worst Case Scenario (20% Tax Rate Assumed)
2017 taxable (PNQ 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
5,400.00 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
FORM 8038 STATISTICS
The City of Miami, Florida
Taxable Refunding of Series 2009
Dated Date 11/28/20I7
Delivery Date 11/28/2017
Redemption
Bond Component Date Principal Coupon Price Issue Price at Maturity
Bond Component:
Entire Issue 7,465,000.00 7,465,000.00
6.4109 2.8954%
12/01/2018
145,000.00
3.672%
100.000
145,000.00
145,000.00
12/01/2019
155,000.00
3.672%
100.000
155,000.00
155,000.00
12/01/2020
660,0K00
3.672%
100.000
660.000.00
660,000.00
12/0I/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°/a
100.000
680,000.00
680,000.00
12/01/2025
3,820,000.00
3.672%
100.000
3,820,000.00
3,820,000.00
7,465,00000
7,465,000.00
7,465,000.00
Stated
Weighted
Maturity
Interest
Issue
Redemption
Average
Date
Rate
Price
at Maturity
Maturity
Yield
Final Maturity 12/01/2025 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
0,00
Proceeds used for bond issuance costs (including underwriters' discount)
69,000.00
Proceeds used for credit enhancement
0.00
Proceeds allocated to reasonably required reserve or replacement fund
0.00
Proceeds used to currently refund prior issues
0.00
Proceeds used to advance refund prior issues
7,395,393.31
Remaining weighted average maturity of the bonds to be currently refunded
0.0000
Remaining weighted average maturity of the bonds to be advance refunded
6.8160
Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 15
0 pfm
FORM 8038 STATISTICS
The City of Miami, Florida
Taxable Refunding of Series 2009
Refunded Bonds
Bond
Component Date 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
7.00011/0
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
Call Issue Average
Date Date Maturity
Taxable Series 2009 Bonds I2/0112019 01/16/2009 6.8360
All Refunded Issues 12/01/2019 6.8160
Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 16
0 pfm
FORM 8038 STATISTICS
The City of Miami, Florida
Proposed Refunding of Series 2011A
Dated Date 1 1128120 1 7
Delivery Date 11/28/2.0I7
Redemption
Bond Component Date
Principal
Coupon
Price
issue Price
at Maturity
Bond Component:
02/01/2018
1,410,000.00
2.820%
100.000
1,410,000.00
1,410,000.00
02/01/2019
885,000.00
2.820%
I00.000
885,000.00
885,000.00
02/01/2020
910,000.00
2.820%
100,000
970,000.00
910,000.00
02/0I/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
02/01/2023
5,140,000.00
2.8200%
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
02/01/2029
6,095,000.00
2.820%
100.000
6,095,000.00
6,095,000.00
02/01/2030
6,265,000.00
2.820%
100.000
6,265,000.00
6,265,000.00
02101/2031
6,445,000.00
2.820%fl
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
6I,100,000.00 61,100,000.00
8.4063
2.8954%
Proceeds used for accrued interest
0.00
Proceeds used for bond issuance costs (including underwriters' discount)
162,450.00
Proceeds used for credit enhancement
0,00
Proceeds allocated to reasonably required reserve or replacement fund
0,00
Proceeds used to currently refund prior issues
0,00
Proceeds used to advance refund prior issues
60,934,128.53
Remaining weighted average maturity of the bonds to be currently refunded
0.0000
Remaining weighted average maturity of
the bonds to he advance refunded
9.1645
Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 17
pfm
FORM 8038 STATISTICS
The City of Miami, Florida
Proposed Refunding of Series 201 ] A
Refunded Bonds
Bond
Component
Date
Principal
Coupon
Price
Issue Price
Special Obligation NAV Revenue Refunding Bonds, Series 201 IA:
SERIAL
02/0112022
2,215,000.00
5.000°/o
I00.676
2,229,973.40
SERIAL
02101/2023
4,290,000.00
5.000°1/0
99.565
4,271,338.50
SERIAL
02/01/2024
4,515,000.00
5.20006
100.000
4,515,000.00
SERIAL
02101/2025
4,770,000.00
5.7500/6
103.104
4,918,060.80
SERIAL
02/01/2026
5,055,000.00
5.750%
102.279
5,170,203.45
SERIAL
02101/2027
5,355,000.00
5.750%
101.981
5,461,082.55
SERIAL
02/01/2028
5,680,000.00
6.000%
103.218
5,862,782.40
SERIAL
02/01/2029
6,030,000.00
6.000%
102.523
6,188,166.90
SERIAL
02/0I/2030
6,400,000.00
6.000%
102.253
6,544,192.00
SERIAL
02/01/2031
6,795,000.00
6.000%
101.812
6,918,125.40
BOND
07/01/2022
1,870,000.00
4.875%
99.713
1,864,633.10
52,975,000.00
53,943,558.50
Remaining
Last
'Weighted
Call
Issue Average
Date
Date Maturity
Special Obligation NAV Revenue Refunding Bonds, Series 201 IA
02/01/2021 07/2112011 9.1645
All Refunded Issues
02/01/2021
9.1645
Nov 8, 2047 9:05 am Prepared by PFM Financial Advisors LLC Page 18
Response Summary Matrix
City of Mlami Special Obligation Refunding
Refunding of Series 2011A (Tax -Exempt) and Series 2009 (Taxable)
oanK Luan Rrr, oummary
Jacqueline Bretz
Ralph 1-iildevert
Nick Ayotte
. .
Stephen Lenehan
T: 866.517.2337
1450 Brickell Ave., 33rd
Vice President, Public
450 S Australian Ave
F: 866.517.2330
Floor
Finance
West Palm Beach, FL 33401
j a ci. b retz @cap!taIone..com
Miami, FL 33131
45740 San Carlos Boulevard
T: 561 .650.2364
Contact Information
T: 305.578. 9320
Fort Myers, FL 33908
stephen.lenehan@wellsfargo.
F:305.351.8451
(p) 239-437-3735
com
ralph.hildevert@jpmorgan.co
(f) 239-433-0359
m
nicholas,ayotte@pnc.com
Series 2011A (Tax -Exempt)
Series 2011A (Tax -Exempt)
Series 2011A (Tax -Exempt)
Series 2011A (Tax -Exempt)
Series to be Refunded
Series 2009 (Taxable)
Series 2009 (Taxable)
Series 2009 (Taxable)
Series 2009 (Taxable)
Fixed Rate:
indicative Rate:
indicative Rate:
indicative Rate:
Interest Rate
Series 2011A - 2.98%
Series 2011A - 2.46%°
Series 2011 A - 2.89 /o
a
Series 2011 A - 2.3fi /o
Series 2009 - 4.25%
Series 2009 - 3.67%
Series 2009 _ 3.172%
Series 2009 - 3.36%
Rates are based on October
Rates are based on October
Rates are based on October
30, 2017 and are subject to
30, 2017 and are subject to
27, 2017 and are subject to
Rate Locked to Closing, or Date
Rates valid until November
change daily unless a written
change daily unless a written
change daily. Bank will
to be set
30, 2017
rate lock agreement is
rate lock agreement is
consider a rate lock
executed between the bank
executed between the bank
agreement to be executed
and the City
and the City
between the bank and the
City
Final Maturity
Series 2011A - 211131
Series 2011A - 211131
Series 2011A - 211131
Series 2011A - 211131
Series 2009 -1211125
Series 2009 - 1 211125
Series 2009 - 12!1125
Series 2009 - 12!1125
2011A - Prepayment after
Prepayable with make -whole
Make -whole prepayment. Tax
211124 on any interest date
provision, or in 2022 for an
exempt issuance can be
Prepayment Penalty
additional 15 (TE) or 6
Make -whole prepayment
callable in 2025 for 10
2009 - Prepayment after
(Taxable) bps
additional lops
1211121 on any payment date
Bank Counsel Fee
None
$6,500 each, or $9,500 for
$8,000 Taxable, $10,000 TE,
$30,000
both
$15,000 both
Change in tax rate language
Change in tax rate language
Change in tax rate language
can remove for additional 36
(capped at 35 bps)
bps
Increased pricing if rating
falls to Baa3 or below
Cross default to other parity
indebtedness
Other Conditions
Clawback language
Amendment Fees
Prepared by PFM Financial Advisors, LLC 1111/2017