HomeMy WebLinkAboutLegislation-SUB Memo from City ManagerCITY OF MIAMI, FLORIDA
INTER -OFFICE MENIOR NDU.N1
TO: Honorable Mayor and Members
Of the City Comm' ion
FROM: Daniell.f so
City Manage
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.11, and respectfully requests
substitution of the following item for the November 16th Agenda: RE.11- A Resolution
authorizing (1) the refunding of the City's outstanding Special Obligation Non -Ad Valorem
Revenue Refunding Bonds, Series 2011A by (2) the issuance of not to exceed Sixty -One Million,
Five Hundred Thousand Dollars ($61,500,000.00) of the City of Miami, Florida Special
Obligation Non -Ad Valorem Refunding Note Series 2017 through a direct placement loan from
DNT Asset Trust, an affiliate of JPMorgan Chase Bank, N.A.
The proposals and recommendations related to this Resolution were voted on by the Finance
Committee at their November 8th 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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City of Miami
Legislation
Resolution
File Number: 3122
City Hail
3600 Pan American Drive
Miami, FL 33133
www.miamigov.com
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 NOW 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 2 011 A Bonds");
and
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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 2011 A 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").
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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 Paw 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.
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"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 shall
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 2011 A.
"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
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(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, 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, 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 ($81,500,000), 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 !Vote, 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,
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as so negotiated, executed, and delivered, are hereby incorporated into and made a part of this
Resolution.
Section 0. Description of the Note. The Note shall 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 ($81,500,000.00), 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 301380 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 fetter" 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 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
manual signature of the f=inance 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.
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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 Nate. 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 19. 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.
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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 snake 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
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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, Ofiicials, 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 10: 3122 (Revision: A) Printed on: 11/14/2017
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: 1111412017
October 30, 2017
J P. Morgan
Non -Bank Qualified Tax -Exempt Note in the amount of up to $61,500,000 and/or
Taxable Note in the amount of up to $7,500,000 to be issued by the City of Miami
October 30, 2017
Erica Paschal
City of Miami
epaschal@miamiiay.com
Dear Erica, Sergio & Pete:
JT Morgan
Sergio Masvidal Pedro Varona
Public Financial Management Public Financial Management
masvidals�3ae pfm.com varonapp rl,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 condi€tions_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 fortis below:
Ralph Hildeverl Jackie Watson
Executive Director Executive Director, Credit Risk Director
1450 Brickell Ave, Floor 33 450 S. Orange Ave
Miami, FL, 33131 Orlando, FL 32801
305-579-4320 407-235-5382
ralph.hildevert@jpmorgan.com jackie.watson@jpmorgan.com
JPMorgan has been the market leader in public finance 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
S & P
Fitch
Outlook:
Stable
Stable
Stable
Long Term Issuer Ratings:
Aa3
A+
AA -
Short Term Issuer Ratings:
P-1
A-1
F1+
Annual Report: JPMorgan Chase & Co.'s most recent annual report may be accessed via the following
website:
http i2lwww.j amorganchase.com/coEporatelinvestor-relationslannual-report-proxy.htm
We look forward to further discussions with the City of Miami and its financing team regarding
this proposal.
Confidentia[
Yours sincerely,
JPMORGAN CHASE BANK, N.A.
By. By:
Ralph Hildevert Jackie Watson
Relationship Executive Executive Director
J.P. Morgan
JT 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
Term 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
after the date of this Term Sheet. The terms in this proposal expire on Norvember 28, 2017.
SECTION I DESCRIPTION OF THE NOTES
Issuer: City of Miami (the "Issuer")
Purchaser: Tax -Exempt Note
DMT Asset Trust and its successors and assigns (the "Purchaser"). DNT Asset Trust is a
Delaware business trust; a wholly owned subsidiary of JPMorgan Chase Bank, N.A., and is
an "accredited investor" under SEC Rule 501, Regulation D and a "qualified institutional
buyer" under SEC Rule 144A.
JPMorgan Chase Bank, N.A. (the "Notebolder 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 Nate
JPMorgan Chase Bank, N.A. and its successors and assigns (the "Purchaser" or the "Bank").
Facility 1 Amount: 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")
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
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 11 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-Exem t Note
Maturity Date 0 tional Redemption Date ** Indicative Fixed Rate ***
February 1, 2031 N/A 2.46%
February 1, 2031 Febn a I, 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 Term Sheet, an additional 36 basis points would be added to
the Indicative Fixed Rate shown above.
Taxable Note
Maturity Date Optional Redemption Date ** Indicative Fixed Rate
December 1, 2025 NIA 3.67%
December 1, 2025 December 1, 2022 3.73%
*{ 't -he Note is callable at par on or after the Optional Redemption Date.
Payments 1
Amortization: Tax -Exempt Note
Interest Payment Dates: February 1 and August 1, commencing February 1, 2018
Principal Payment Dates: February of each year, commencing February 1, 2018
Date
Principal
211/2018
$ 1,410,000
211/2019
$ 900,000
211/2020
$ 925,000
2/1/2021
$ 950,000
2/1/2022
$ 61015,000
2/1/2023
$ 5,150,000
2/9/2024
$ 5,295,000
2/112025
$ 5,445,000
2/112026
$ 5,595,000
211/2027
$ 5,755,000
21112028
$ 5,915,000
21112029
$ 6,080,000
211/2030
$ 6,245,000
2/1/2031
$ 6,420,000
Total
$ 61,100,000
J.P. Morgan
Confidential
Taxable Note
Interest Payment Dates: June 1 and December 1, commencing lune 1, 2018
Principal Payment Dates: December of each year, commencing December 1, 2018
bate
Principal
1 21112 0 1 8
$ 15s,o0o
12/112019
$ 165,000
12/112020
$ 670,000
121112021
$ 665,000
1211/2022
$ 665,000
1 21112 0 2 3
$ 670,000
121112024
$ 670,000
121112026
$ 3,806,000
Total
$7,465,000
Notwithstanding the foregoing, the Notes will be required to be repaid in full on the
respective Note Maturity Dates. Upon an Event of Default, interest will be computed at the
Default Rate (defined below).
Prepayment: The Notes may be prepaid in whole or in part, without premium or penalty, on 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: 301360
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 be 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 PMorgan
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.
Financial Covenants: Covenants will be consistent with those as currently required and defined in the Issuer's
resolution(s) for its existing CB&A debt including the 2.00x anti -dilution test.
Reporting Covenants: The Issuer will provide the following items in an electronic format acceptable to the
Purchaser:
1. Receipt of CAFR within 240 days of the fiscal year end.
2. Additional information as reasonably requested by the Bank.
Tax Gross -Up: 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 loss of tax exemption.
The Tax-Exem t Note Purchaser will not require any adjustment to the Interest Rate for @
changes to the regmlatoZ environment or Muired re ulato ca ital- or Oil changes due to a
decline in the Issuer's public bond rating. Any adjustment to the Interest Rate will solely be
related to the loss of tax exemption for violations of the tax covenants.
Change in Tax Rate: 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 (I minus A) divided by (1 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 lire Issuer request removal of the `Change in Tax Rate' provision an additional 36
basis points would he added to the Indicative Fixed Rate as indicated on ,Section IL
Sale 1 Assignment:
The Issuer will agree that each Purchaser may without limitation (i) at any time sell, assign,
pledge or transfer all 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.
Waiver of Jury Trial-
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.
Governing Law:
All aspects of each Facility being discussed including this Tenn Sheet and any Note
Documents will be governed by the laws of the State of Florida.
SECTION IV
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 YMorgan 4
Confidentia[
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.
Expenses: 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 j udgment.
Legal Counsel: The Bank will engage Locke Lord LLA as the Purchaser's legal counsel. Mark -David
Adams will be acting in the capacity of attorney representing the Purchaser.
Legal fees are estimated at $5,540 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
tnark.adams@lockelord.com
Information Sharing: 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 7PMorgan 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.
Website Disclosure: 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.
Confidentiality: This Term Sheet is for the Issuer's confidential review and may not be disclosed by it to any
other person other than its employees, 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 255 Alhambra Circle, 305-448-6992 T
Suite 404 pfm.cdrn
Coral Gables, FL 33134
Executive Summary
r 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 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
• 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
VA
Refinancing of 2011 A Tax -Exempt Bonds
• Refinancing the existing Special Obligation Bonds, Series
2011A (approximately $53MM)
• Lowest -cast proposal provided an indicative rate as of the
date of the proposal of 2.36%Q
• 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
• DNT 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
i
City of Miami Special Obligation Refundine
2017 Refunding
!P Morgan
Stats
Tax Language
Removed Language
Indicative Rate
ax Adjustment*
2.46%
0.57%
2.46%
0.36%v
Final Efate
3.03%
2.82%.
*Assumes the current 359 corporate tax rate decreases to 20%
�IPIRIM
The City of Miami, Florida
Proposed Refiutding of Series 2011A
Date
Prior
Debt Service
Refunding
Debt Service
Savings
Present Value
to 11/28/2017
@ 2.8953698a/a
12101/2418
3,018,342.50
2,553,157,50
465,185.00
453,372.53
12/0112019
3,018,342.54
2,555,779.50
462,563.00
437,818.29
12/01/2020
3,01.8,342._50
2,555,470.00
462,872.50
425,530.62
1210112.021
3,418,342.50
2,554,455,50
463,887.00
414,226.70
12/0112022
7,002,386.25
6,535,772.00
466,614.25
405,293.09
12/01/2023
6,999,180,00
6,532,798.04
466,382.00
394,035.87
12/01/2424
6,999,540.00
6,535,735.00
463,805.00
381,223.70
12/01/2025
7,000,012.54
6,534,442.00
465,570.50
372,559.14
12/0112026
7,002,543.75
6,538,778.00
463,765.75
361,323.97
1210112027
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
6,535,874.54
462,975.50
317,013.39
82,485,338.75
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 Bands, Taxable Pension Series 2009
(approximately $5.4MM)
• 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 $575,000
PFM
SAVINGS
The City of Miami. Florida
Taxable Refunaig of Series 2049
Present Value
Hate
Prior
Debt Senice
Refimding
Debt Sei vice
Saviugs
to 11/28/2017
rr 2.8953698%
1214112017
235,286.25
235.286.5
235 229.89
12101/2018
470,572.50
421.399.09
49.173.41
49.117.84
12/01/2019
470,572.50
423.790.44
46.782.10
45,536.42
12/01/2020
974,572.50
923A98.80
47,473.70
44,918.15
12/01/2021
945,572, 50
898.863.60
46.708.90
42,894.30
12101/2072
929.872.50
884.628.40
45,244.10
40,338.56
12/01/2423
912.772.54
865.026.40
47,746.50
41,224.84
12101/2024
894.272.50
845.240.00
49.032.50
41.026.85
12/0112025
4.006.237.50
3.960.270.40
45,967.10
37,325.35
9.835.731.25 9.222.316.69 613.414.56 577.612.1
0
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 2017
Date
Event
Responsibility
October 2
Still
Mon Tua Wad Thu
Fri
Sat
FriF
3 4 5
6
BC
8
9 T 1011 12
13
14
15
16 1 17 1 18 19
'0
21
22
23 2s 25 26
27
28
29
n 31
14
15
1F,
1719
November 8
Finance Committee Approval
Date
Event
Responsibility
October 2
Distribute distribution List / Timetable j Draft RFP to Working Group
FA
October 11
Sun Mon Tue Wad Thu
FriF
October 18
Distribute First Draft of Resolution, Loan Agreement
BC
October 24
1
2
3
Bank Loan RFP Bids Received
City
6
7
8
9
1U
City
12
13
14
15
1F,
1719
November 8
Finance Committee Approval
2J
21
22
23
2''
City Commission Meeting — Adopt Resaiution, Award Note
2 6
27
28
27
30
28 Pre-closing and Closing
All
i 'M 1
t , 4•S �t d '� `� rF 4 d �� 1 _
Date
Event
Responsibility
October 2
Distribute distribution List / Timetable j Draft RFP to Working Group
FA
October 11
Distribute Bank Loan RFP
FA
October 18
Distribute First Draft of Resolution, Loan Agreement
BC
October 24
Working Group Conference Call (Document Comments)
All
October 30
Bank Loan RFP Bids Received
City
November 1
Seek Bids for Verification Agent
FA
November 2
City Attorney Submits Placeholder for Resolution
City
November 3
Distribute Second Draft Resolution, Loan Agreement
BC
November 8
Submit Resolution to Agenda Coordinator for City Commission
City
November 8
Finance Committee Approval
City
November 13
Distribute Closing Documents, Closing Memorandum
BC, FA
November 16
City Commission Meeting — Adopt Resaiution, Award Note
City
November 17
Circulate Finalized Loan Agreement
BC
November 27 &
28 Pre-closing and Closing
All
i 'M 1
t , 4•S �t d '� `� rF 4 d �� 1 _
5
103
Preliminary Financing Estimates
QPFM
[:i
pfm
Note: 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 (JP 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
68,565,000.00
7,465,000.00 61,100,000.00
68,565,000.00
Taxable Proposed
Refunding of Refunding of
Uses:
Series 2009 Series 2011A
Total
Refunding Escrow Deposits:
Cash Deposit
235,286.31 0.53
235,286.84
SLOS 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.I6
7,465,000.00 61,100,000.00
68,565,000.00
Note: Preliminary numbers for discussion purposes only.
Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 1
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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%
True Interest Cost (TIC)
3.671950°x6
Net Interest Cost (MC)
3.672000%
All -In TIC
3.837757%a
Average Coupon
3.672000%
Average Life (years)
6.411
Duration of Issue (years)
5.7I0
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 (per $1000)
Average Takedown
Other Fee
Total Underwriter's Discount
Bid Price
100.000000
Par Average Average PV of 1 by
Bond Component Value Price Coupon Life change
Band Component 7,465,000.00 100.000 3.672% 6.411 4,182.80
7,465,000.00 6.411 4,182.80
All -In Arbitrage
TIC TIC Yield
Par Value
+ Accrued Interest
+ Premium (Discount)
- Underwi ter's Discount
Cost of Issuance Expense
Other Amounts
Target Value
Target Date
Yield
7,465,000.00
7,465,000.00
11/28/2017
3.671950%
7,465,000.00
-69,000.00
7,396,000.00
11/28/2017
3.837757%a
7,465,000.00
7,465,000.00
11/28/2017
2.895370%0
Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 2
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BOND SUMMARY STATISTICS
The City of Miami, Florida
Proposed Refunding of Series 2011A
Dated Date
11/28/2017
Delivery Date
11/28/2017
First Coupon
02/01/2018
Last Maturity
02/01/2031
Arbitrage Yield
2.895370%
True Interest Cost (TIC)
2.820305%
Net Interest Cost (NIQ
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 Takedown
Other Fee
Total Underwriter's Discount
Bid Price
100.000000
Par Average Average PV of 1 by
Bond Component 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
All -In Arbitrage
TIC TIC Yield
Par Value 61,100,000.00 61,100,OWOO 61,100,000.00
+ Accrued Interest
Premium (Discount)
- Underwriter's Discount
- Cost of Issuance Expense
-162,450.00
- Other Amounts
Target Value
6I,100,000.00 60,937,550.00 61,100,000.00
Target pate
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
SUMMARY OF BONDS REFUNDED
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 (IP Morgan)
Maturity Interest Par Call Call
Bond Date mate Amount Date Price
Taxable Series 2009 Bonds:
TERM23 12/01/2020
7.000%
500,000.00
12/01/2019
I00.000
12101/2021
7.000%
510,000.00
12/01/2019
100.000
12101/2022
7.000%
530,000.00
12/0112019
100.000
I2/01/2023
7.000%
550,000.00
12/01/2019
100.000
TERM25 12/01/2024
7.550%
570,000.00
12/0I/2019
100.000
12/0112025
7.550%
3,725,000.00
12/01/2019
100.000
6,3 85,000.00
Special Obligation NAV Revenue Refunding Bonds, Series 201 IA:
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
0210/12025
5.750%
4,770,000.00
02101/2021
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
02/01/2029
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
02/01/2021
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 azo Prepared by PFM Financial Advisors L1,C Page 4
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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 (,1P Morgan)
Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 5
Taxable
Proposed
Refunding of
Refunding of
Series 2009
Series 2011A
Total
Dated Date
11/28/2017
11/2W017
11/2912017
Delivery Date
11/28/2017
11/28/2017
I 1 /2 8120 17
Arbitrage Yield
2,895370%
2.895370%
2.895370%
Escrow Yield
1.202984%p
1.437774%
1.421031%
Value of Negative Arbitrage
225,458.41
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 bands
9.055895%
10.046594%
9.940030%
Percentage savings of refunding bonds
7.745732%
8310611%
8.605560%
Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 5
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SAVINGS
Nov 8, 20I7 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
Bate
Debt Service
Debt Service
Savings
@ 2.8953698%
12101/2017
235,286.25
235,286.25
235,229.89
12/41/2018
470,572.50
421,399.09
49, I73.41
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
I2/01/2023
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_ Summary
PV of savings
from cash flow
577,612.21
Plus: Refunding funds on hand
606.69
Net PV
Savings
578,218.90
Nov 8, 20I7 9:05 am Prepared by PFM Financial Advisors LLC Page 6
I rIZ17"Im"11
SAVINGS
The City of Miami, Florida
Proposed Refunding of Series 2011A
Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 7
Present Value
Prior
Refunding
to 1I/28/2017
Date
Debt Service
Debt Service
Savings @
2.8953698%
12/0112018
3,018,342.50
2,553,157.50
465,185.00
453,372.53
12/0112019
3,018,342.50
2,555,779.50
462,563.00
437,818.29
12101/2020
3,018,342.50
2,555,470.00
462,872.50
425,530.62
12101/2021
3,018,342.50
2,554,455.50
463,887.00
414,226.70
12/01/2022
7,002,386.25
6,535,77200
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
12/01/2025
7,000,012.50
6,534,442.00
465,570.50
372,559.14
12/0112026
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
12/0112028
7,003,900.00
6,538,843.50
465,056.50
343,799.86
12/0I/2029
7,002,600.00
6,539,361.50
463,238.50
333,721,94
12/0112030
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
Savines Summary
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 Financial Advisors LLC Page 7
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Net Proceeds 7,465,000.00
Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 8
BOND PRICING
Dated Date
Ile City of Miami, Florida
Delivery Date
11/28/2017
First Coupon
Taxable Refunding of Series 2009
Par Amount
7,465,000.00
Maturity
Production
7,465,000.00 100.000000%
Bond Component Date
Amount Rate
Yield
Price
Bond Component:
12/01/2018
145,000 3.672%
3.672%
I00.000
12101!2019
155,000 3.672%
3.672%
100.000
12101/2020
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%
I00.000
12/01/2025
3,820,000 3.672%
3.672%
1WOW
Net Proceeds 7,465,000.00
Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 8
7,465,000
Dated Date
11/28/2017
Delivery Date
11/28/2017
First Coupon
06/01/2018
Par 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 7,465,000.00
Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 8
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BOND PRICING
The City of Miami, Florida
Proposed Refunding of Series 201 IA
Maturity
Bond Component 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%
100.000
02/01/2021
935,000
2.920%
2.820%
100.000
02/011202.2
5,000,000
2.820%
2.820%
100.000
02/01/2023
5,140,000
2.820%
2.82011/0
100.000
02/01/2024
5,290,000
2.820%
2.820%
100.000
02/0I/2025
5,440,000
2.820%
2.820%
100.000
02101/2026
5,600,000
2.8200%
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°/u
100.000
02/01/2030
6,265,000
2.820%
2.820%
100.000
02/01/2031
6,445,000
2.820%
2.820%
100.000
Net Proceeds 61,100,000.00
4
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
4
Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 9
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BOND DEBT SERVICE
The City of Miami, Florida
Taxable Refunding of Series 2009
Period
Ending
Principal
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
282,057.40
42I,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
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
12101/2022
670,000
3.6720/c
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
70,135.20
12/01/2025
3,820,000
3.672%
70,135.20
3,890,135.20
3,960,270.40
7,465,000
I,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
BOND DEBT SERVICE
Period
Ending
Principal
The City of Miami, Florida
Proposed Refunding of Series 2011 A
Coupon Interest Debt Service
Annual
Debt Service
02/01/2018
1,410,000
2.820%
301,528.50
1,711,528.50
08/0I/2018
841,629.00
841,629.00
12/01/2018
2,553,157.50
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
2,555,779.50
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
2,555,470.00
02/01/2021
935,000
2.820%
816,319.50
1,751,319.50
08/01/2021
803,136.00
$03,136,00
12/01/2421
2,554,455.50
02/01/2022
5,000,000
2.820%
803,136.00
5,803,136.00
08101/2022
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
08/01/2023
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
12/01/2024
6,535,735.00
02/01/2025
5,440,000
2.820%
585,573.00
6,025,573.00
08/01/2025
508,869.00
508,869.00
I2/01/2025
6,534,442.00
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
6,538,778.00
02/01/2027
5,760,000
2.820%
429,909.00
6,189,909.00
08/01/2027
348,693.00
348,693.00
12/01/2027
6,538,602.00
02/0112028
5,925,000
2.820%
348,693.00
6,273,693.00
08/01/2028
265,150.50
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
02/01/2030
6,265,000
2.820%
179,211.00
6,444,211.00
08/01/2030
90,874.50
90,874.50
12/01/2030
6,535,085.50
02101/2031
6,445,000
2.820%
90,874.50
6,535,874.50
12/0112031
6,535,874.50
61,100,000
14,484,154.50
75,584,I54.50
75,584,154.50
Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 11
DR.
ESCROW REQUIREMENTS
The City of Miami, Florida
Taxable Refunding of Series 2009
Period Principal
Ending Interest Redeemed
Total
I2/01/2017
235,286.25
235,286.25
06/01/2018
235,286.25
235,286.25
12/0I12018
235,286.25
235,286.25
06/01/2019
235,286.25
235,286.25
12101/2019
235,286.25
6,385,000.00 6,620,286.25
1,176,43I.25 6,385,000.00 7,561,431.25
Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 12
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
Fording
Interest Redeemed
Total
02101/2018
1,509,171.25
I,509,17115
08/01/2018
1,509,171.25
1,509,171.25
02/01/2019
1,509,171.25
1,509,171.25
08/01/2019
1,509,171.25
1,509,171.25
02/0112020
1,509,171.25
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
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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 Numbers
Indicative Rates as of Oct. 30
Worst Case Scenario (20% Tax Rate Assumed)
2017 taxable (PNC) and 2017 tax exempt (IP Morgan)
Taxable Proposed
Refunding of Refunding of
Series 2009 Series 2011A
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
Bond Component Date
Band Component
FORM 8038 STATISTICS
The City of Miami, Florida
Taxable Refunding of Series 2009
Dated Date 11/28/2017
Delivery Date 11/28/2017
Redemption
Principal Coupon Price Issue Price at Maturity
12/01/2018
145,000.40
3.672%
10x000
145,000.00
145,000.00
12/0112019
1.55,000.00
1672%
100.000
155,000.00
155,000.00
12/01/2020
660,000.00
3.672%
100.000
660,000.00
660,000.00
12/0112021
660,000.00
3.672%
100.000
660,000.00
660,000.00
I2/01/2022
670,000.00
3.672%
100900
670,000.00
670,000.00
12101/2023
675,000.00
3.672%
100.000
675,000,00
675,000.00
12101/2024
680,000.00
3.672%
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
7,465,000.00 7,465,000.00 7,465,000.00
Stated Weighted
Maturity interest Issue Redemption Average
Date Rate Price at Maturity Maturity Yield
Final Maturity I2/0112025 3.672% 3,820,000.00 3,820,000.00
Entire Issue 7,465,000.00 7,465,000.00
6AI09 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
12101/2020
500,000.00
7.000%
%6 058
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
TOM%
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 12/01.12019 07/16/2009 6.8160
All Refunded Issues 12/01/2019 6.8160
Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 16
FORM 8038 STATISTICS
The City of Miami, Florida
Proposed Refunding of Series 2011A
Dated Date 11/2&/2017
Delivery Date 11128/2017
Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 17
Redemption
Bond Component Date
Principal
Coupon
Price
Issue Price
at Maturity
Hand 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%
100.000
885,000.00
885,000.00
02/01/2020
910,000.00
2.820%
MUM
910,000.00
910,000.00
02/01/202I
935,000.00
2.820%
100.000
935,000.00
935,000.00
02101/2022
5,000,000.00
2.820%
100.000
5,000,000.00
5,000,000.00
02/01/2023
5,140,000.00
2.820%
100.000
5,140,000.00
5,140,000.00
02101/2024
5,290,000.00
2.820%
100.000
5,290,000.00
5,290,000.00
02101/2025
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
02/0I12029
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%Q
100.000
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 02101/2031
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
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
60,934,12:8.53
Remaining weighted average maturity of the bonds to be currently refunded
0.0000
Remaining weighted average maturity of the bonds to be advance refunded
9.1645
Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 17
0 pfm
FORM 8038 STATISTICS
The City of Miami, Florida
Proposed Refunding of Series 2011A
Refunded Bonds
Bond
Component
Hate
Principal
Coupon
Price
Issue Price
Special Obligation NAV
Revenue Refunding Bonds, Series
201 IA:
SERIAL
02/01/2022
2,215,000.00
5.000%
100.676
2,229,973.40
SERIAL
02/01/2023
4,290,000.00
5.000%
99.565
4,271,338.50
SERIAL
02201/2024
4,515,000.00
5.200%
100.000
4,515,000.00
SERIAL
02/01/2025
4,770,000.00
5.750%
103.104
4,918,060.80
SERIAL
02/01/2026
5,055,000.00
5.750°/v
102.279
5,170,203.45
SERIAL
02/01/2027
5,355,000.00
5.750%
101.98I
5,461,082,55
SERIAL
02/01/2028
5,680,000.00
6,000%
103.2I8
5,862,782.40
SERIAL
02/01/2029
6,030,000.00
6.000%
102.623
6,I88,I66.90
SERIAL
02/01/2030
6,400,000.00
6.000%
102.253
6,544,192.00
SERIAL
02/011203I
6,795,000.00
6.000%
101.812
6,918,125.40
BOND
02/01/2022
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 2011A
02/01/2021 07/2112011 9.1645
All Refunded Issues
02/01/2021
9.I645
Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 18
Response Summary Matrix
City
of Miami Special Obligation Refunding
Refunding
of Series 2011A (Tax -Exempt) and
Series 2009 (Taxable)
Bank
Loan RFP Summary
Capital One
JP Morgan
PNC
Wells Fargo
Jacqueline Bretz
Ralph Hildevert
Nick Ayotte
Stephen Lenehan
T: 866.617.2337
1450 Brickell Ave., 33rd
Vice President, Public
450 S Australian Ave
F: 866.617.2330
Floor
Finance
West Palm Beach, FL 33401
jaci.bretz@capitalone..com
Miami, FL 33131
16740 San Carlos Boulevard
T: 561,650.2364
Contact information
T: 305.579. 9320
Fart Myers, FL 33908
stephen.lenehan@wellsfargo.
F: 305. 351. 8451
(p) 239-437-3736
com
raIph.hiIdevert@jpmorgan,cc
(f) 239-433-0359
m
nicholas, ayotte@pnc. cc
Series to be Refunded
Series 2 011 A (Tax -Exempt)
Series 2011A (Tax -Exempt)
Series 2011A (Tax -Exempt)
Series 2011A (Tax -Exempt)
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 2011A - 2.89%
Series 2011A - 2.36°/0
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 lack 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 - 2/1/31
Serres 2011A - 2!1131
Series 2011A - 2!1!31
Series 2011A - 211/31
Series 2009 - 12/1125
Series 2009 - 1211/25
Series 2009 - 12/1125
Series 2009 - 12/1/25
2011A - Prepayment after
211124 on any interest date
Prepayable with make -whole
Make -whole prepayment. Tax
Prepayment Penalty
provision, or in 2022 for an
Make -whole prepayment
exempt issuance can be
2009 - Prepayment after
additional 16 (TE) or 6
callable in 2025 for 10
12/1/21 on any payment date
(Taxable) bps
additional bps
Bank Counsel Fee
None
$6,500 each, or $9,500 far
$8,004 Taxable, $10,000 TE,
both
$15,000 both
$30,000
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
Other Conditions
indebtedness
Clawback language
Amendment Fees
Prepared by PFM Financial Advisors, LLC 11/1/2017