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Composite Exhibit A
COMPOSITE EXHIBIT A: 3122 -Legislation -Substitution Memo from City Manager, dated November 14, 2017, including October 30, 2017 J.P. Morgan Credit Facility Proposal, and PFM 2017 Refinancings Overviews of November 1, 2017 and November 8, 2017, proposed Legislation Substitution, Agenda Summary Form, original proposed Legislation, October 12, 2017 Request for Proposals from PFM Financial Advisors on behalf of the City, and all attachments to the forgoing. CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM To: Honorable Mayor and Members Of the City Comm' ion FROM. fJaniei J. A 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.1.1- 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 refated 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 J 1 �– � D i S � � � u 1 -� U�j �'1'�IZ/I�q —Ka�✓I �,1 �� i�`�1�?� City of Miami lti4` v1E .7E f Legislation Resolution File Number: 3922 City Hail 3500 Pan American Drive Miami, Ft_ 33133 www, miamigov,corn Final Action Date: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED SIXTY-ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($61,500,000.00) IN AGGREGATE PRINCIPAL AMOUNT OF A CITY OF MIAMI, FLORIDA ("CITY") SPECIAL OBLIGATION NON- AD VALOREM REVENUE REFUNDING NOTE, SERIES 2017 ("NOTE") AND THE COSTS OF ISSUANCE THEREOF; APPROVING THE SELECTION OF THE PROPOSAL FROM DNT ASSET TRUST, A WHOLLY- OWNED SUBSIDIARY OF JPMORGAN CHASE BANK, N.A. (THE "PURCHASER"); SETTING CERTAIN BASIC PARAMETERS OF THE TERMS AND CONDITIONS OF A LOAN AGREEMENT AND THE NOTE AND AUTHORIZING THE NEGOTIATION, EXECUTION AND DELIVERY OF A LOAN AGREEMENT, THE NOTE, AND ALL OTHER NECESSARY AGREEMENTS, DOCUMENTS, AND INSTRUMENTS IN CONNECTION THEREWITH; MAKING CERTAIN FINDINGS AND DETERMINATIONS; AUTHORIZING ALL REQUIRED ACTIONS BY THE CITY MANAGER, THE CITY ATTORNEY, BOND COUNSEL, CHIEF FINANCIAL OFFICER, FINANCE DIRECTOR, FINANCIAL ADVISOR, AND ALL OTHER CITY OFFICIALS IN CONNECTION THEREWITH, FURTHER AUTHORIZING THE CITY MANAGER, CITY ATTORNEY, CHIEF FINANCIAL OFFICER, FINANCE DIRECTOR, FINANCIAL ADVISOR, BOND COUNSEL, BOND REGISTRARS AND PAYING AGENTS AND ALL OTHER NECESSARY CITY OFFICIALS TO UNDERTAKE THE NECESSARY STEPS AND TO NEGOTIATE, EXECUTE, AND DELIVER ALL AN ESCROW DEPOSIT AGREEMENT, AND ANY NOTICES, DOCUMENTS, AND INSTRUMENTS IN CONNECTION WITH THE REDEMPTION OF A PORTION OF THE CITY'S OUTSTANDING SPECIAL OBLIGATION NON- AD VALOREM REVENUE REFUNDING BONDS, SERIES 2011A (`SERIES 2011A BONDS"); DELEGATION OF AUTHORITY TO THE CITY MANAGER TO SELECT ESCROW AGENT AND VERIFICATION AGENT; FURTHER AUTHORIZATIONS REGARDING THE ISSUANCE OF THE NOTE AND THE REDEMPTION AND REFUNDING OF THE BONDS TO BE REFUNDED; RATIFYING, APPROVING, AND CONFIRMING CERTAIN NECESSARY ACTIONS BY THE CITY MANAGER AND DESIGNATED DEPARTMENTS IN ORDER TO UPDATE THE RELEVANT FINANCIAL CONTROLS AND COMPUTER SYSTEMS IN CONNECTION THEREWITH; AND PROVIDING APPLICABLE EFFECTIVE DATES. WHEREAS, the City of Miami ("City") has currently outstanding sixty-seven million, four - hundred fifty thousand dollars ($67,450,000) of its previously issued $70,645,000.00 Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2011A ("Series 2011A Bonds"); and City of Miami Page f of 10 File FD: 3122 fRevision: A) Printed 4n: 99/14/2017 File ID: 3122 Enactment Number: 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 ($131,500,000.00) a Special Obligation Non -Ad Valorem Revenue Refunding Note, Series 2017 ("Note") to advance refund the Series 2011A Bonds maturing on February 1 in the years 2022 through 2031 in an outstanding principal amount of Fifty-two Million, Nine Hundred Seventy-five Thousand Dollars ($52,975,000.00) (which will become subject to optional redemption as of February 1, 2021) (the "Bonds to be Refunded"); and WHEREAS, the City's Financial Advisor, Public Financial Management, Inc. ("Financial Advisor"), issued a Request for Proposals to banking and financial institutions for refinancing and refunding of the Bonds to be Refunded and received multiple proposals which were evaluated by the Financial Advisor for responses consistent with the City's needs; and WHEREAS, the proposals and recommendations by the Financial Advisor were reviewed and recommended by the City Administration to the City's Finance Committee, with the proposal dated October 30, 2017 ("Proposal", attached and incorporated) from the Lender being recommended by the Finance Committee on November 8, 2017, as the most responsive and responsible proposer providing the most favorable covenants, to lend to the City the funds necessary to refund the Bonds to be Refunded and pay transactional expenses, which loan shall be evidenced by the Note; and WHEREAS, in accordance with Section 218.385(1), Florida Statutes, as amended, the City Manager has recommended and the City Commission desires to find, determine and declare as set forth below in Section 3, that a privately -placed negotiated sale of the Note to the Lender is in the best interests of the City due to the complexities of the market, the timings of the refunding and redemption of the Bonds to be Refunded, and timing of the issuance of the Note; and WHEREAS, it is in the best interest of the City to approve the issuance of the Note and the direct placement and negotiated sale of the Note to the Lender to provide for interest savings to the City without extending the original maturities of the payments, to authorize the basic parameters of the terms and conditions of a Loan Agreement between the City and the Lender, the Note, and certain agreements and documents in connection with the issuance therewith, to delegate to the City Manager the determination of certain other details of the Loan Agreement, the Note, and the Escrow Deposit Agreement for the redemption of the Bonds to be Refunded, and to authorize the City Manager, the City Attorney, Bond Counsel, the Financial Advisor, Bond Registrars and Paying Agents, and other necessary and appropriate City officials to undertake and to do ali 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, Ftorida; applicable City resolutions and other applicable provisions of law (collectively, the "Act"). City of Miami Page 2 of 10 File IQ: 3122 (Revision: A) Printed on: 11/14/2017 File ID: 3122 Enactment Number: Section 2. Definitions. All capitalized undefined terms shall have the meanings as set forth in this Resolution, the Proposal, and as defined in the Loan Agreement and the Note. In addition to the words and terms defined in the recitals to this Resolution, as used herein, the following terms shall have the following meanings herein, unless the context otherwise requires: "Bond Counsel" means Squire Patton Boggs (US) LLP, Miami, Florida, or any other attorney at 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" 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. City of Miami Page 3 of 10 File ID: 3122 (Revision: AJ Printed on: 1111412017 File ID: 3122 Enactment Number. "Payment Dates" and "Payment Frequency" means (a) that principal payments shall be made annually on February 1, commencing February 1, 2018; (b) that interest payments 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 2011 A Bonds" means the City's Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2011A. "Taxable interest Rate" means the rate per annum to be borne by the Note should the interest on the Note become taxable, as set out in the Loan Agreement, and such taxable rate of interest shall continue in effect as the date the tax status is ruled to have changed until the final Payment on the Note. Section 3. Recitals and Findings. The recitals and findings contained in the Preamble of this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Additionally, it is hereby ascertained, determined and declared that: A. in accordance with Section 218,356, Florida Statutes, the City hereby finds, determines and declares, based upon the advice of its Financial Advisor for the Note, that a negotiated sale of the Note is in the best interests of the City for the following reasons: (i) The underlying security structure (credit) is one that is broadly understood by market participants and maintains a strong underlying credit rating; (ii) The structure and timing of the issuance of the Note require extensive planning, and it is not practical for the City, the Financial Advisor, and the Lender to engage in such planning within the time constraints and uncertainties inherent within a competitive bidding process; (iii) The short average life of the transaction lends itself to the competitive solicitation of financial institutions undertaken by the City with respect to the Note; (iv) Market conditions are such that this type of credit would be well received by financial institutions; (v) The vagaries of the current and near future municipal bond market demand that the City have the maximum time and flexibility in order to obtain the most favorable interest rates available; and City of Miami Pare 4 of 10 File ID: 3122 (Revision: A) Printed on: IV1412017 File iQ: 3922 Enactment Number: (vi) The structure and timing of the advance refunding and redemption of the Bonds to be Refunded require extensive planning. B, it is in the best interests of the City, its citizens and taxpayers to issue the Note in order to realize debt service savings without extending the time for such payments. C. The Note shall be payable from the Pledged Funds. D. There are expected to be sufficient Pledged Funds to pay the interest and principal on the Note as the same become due and payable. E. The Pledged Funds are not now pledged or encumbered in any other matter. F. The Note shall not constitute a lien upon any properties owned by or situated within the City, except as provided herein with respect to the Pledged Funds, in the manner and to the extent provided herein. G. Prior to the issuance of the Note, the City shall receive from the Lender a Purchaser's Certificate, the form of which will be attached as an exhibit to the Loan Agreement and the Disclosure Letter containing the information required by Section 218.385, Florida Statutes, a form of which will be attached as an exhibit to the Loan Agreement. H. In accordance with the recommendations of the City's Administration and the Finance Committee, the City Commission hereby approves the selection of the Proposal. Section 4. This Resolution to Constitute Contract. in consideration of the acceptance of the Note authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution and the Loan Agreement shall be deemed to be and shall constitute a contract between the City and the Lender. The covenants and agreements herein set forth to be performed by the City shall be for the equal benefit, protection and security of the Lender and the Note, except as expressly provided herein and in the Loan Agreement. Section 5. Authorization of the Loan Agreement, the Note, the Escrow Deposit Agreement, and All Other Necessary Documents, Agreements, and 'Instruments. Subject and pursuant to the provisions hereof and in anticipation of the sale and delivery of the Note, (i) the City Manager, in consultation with the City Attorney, 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 Note, the Escrow Deposit Agreement, and any and all other agreements, documents, and instruments as should be deemed necessary or desirable and to take such other actions as shall be necessary to implement the terms and conditions of the Loan Agreement, the Note, and the Escrow Deposit Agreement, The provisions of such documents, City of Miami Page 5 of 10 Fife U, 3122 (Revision: A) Printed on: 1111412017 File Ili: 3122 Enactment Number: as so negotiated, executed, and delivered, are hereby incorporated into and made a part of this Resolution. Section 6. Description of the Note. The Note 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 ($61,500,000.00), shall be dated as of the date of its delivery to the Lender thereof and shall mature on the Maturity Date, subject to prior mandatory amortization payments as to be provided in the Note and the Loan Agreement. The Note shall be payable to the Lender, and shall bear interest at the Interest Rate, calculated on the basis of a 301360 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 Nate 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 an 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 Lean Agreement. Notwithstanding the foregoing or any provision of this Resolution to the contrary, the Note shall not be transferred unless the transferee has previously executed and provided to the City an "investor letter" in substantially the same form and substance as the "investor letter" executed by the original Lender of the Note. Section 7. Execution of Nate, 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 Finance Director, and the registered owner of any Note so authenticated shall be entitled to the benefits of this Resolution. Section 8. Note Mutilated, Destroyed, Stolen or Lost. If the Note is mutilated, destroyed, stolen or lost, the City or its agent may, in its discretion (i) deliver a duplicate replacement Note, or (ii) pay a Note that has matured or is about to mature or has been called for redemption. A mutilated Note shall be surrendered to and cancelled by the Note Registrar. City of Miami Page 6 of 10 Fife 1D: 3122 (Revision: A) Printed on: 1111412017 File Id: 3122 Enactment Number: The holder of the Note must furnish the City or its agent proof of ownership of any destroyed, stolen or lost Note; post satisfactory indemnity; comply with any reasonable conditions the City or its agent may prescribe; and pay the reasonable expenses of the City or its agent. Any such duplicate Note shall constitute an original contractual obligation on the part of the City whether or not the destroyed, stolen or lost Note be at any time found by anyone, and such duplicate Note shall be entitled to equal and proportionate benefits and rights as to lien on, and source of payment of and security for payment from, the funds pledged to the payment of the Note so mutilated, destroyed, stolen or lost. Section 9. Form of Note. The Note shall be in substantially the form attached as Exhibit A to the Loan Agreement, with only such omissions, insertions and variations as may be necessary and desirable and {permitted by this Resolution or by any subsequent ordinance or resolution adopted prior to the issuance thereof. Section 10, Covenants of the City. To the extent permitted by and in accordance with applicable law and budgetary processes, the City covenants and agrees to budget and appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues lawfully available in each Fiscal Year, amounts sufficient to satisfy the Annual Debt Service Requirement for such Fiscal Year and any Rebate Amount due during such Fiscal Year as provided in Section 11 hereof. Such covenants and agreements on the part of the City to budget and appropriate such legally available amounts as stated above shall be cumulative to the extent not paid, and shall continue until such legally available funds in amounts sufficient to make all such required Payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenants of the City, the City does not covenant to maintain any services or programs, now provided or maintained by the City, which generate Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor, except as provided below, does it preclude the City from pledging in the future its Non -Ad Valorem Revenues, nor does it require the City to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Lender a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the City. Such covenant to budget and appropriate Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereinafter entered into {including the payment of debt service on other bonds and other debt instruments of the City}. However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of making available for the payment of the Payments, in the manner described herein, Non -Ad Valorem Revenues and to the extent permitted by applicable law placing on the City a positive duty to budget and appropriate, by amendment if necessary, amounts sufficient to meet its obligations hereunder; subject, however, in all respects to the restrictions of Section 166.241 (2), Florida Statutes, which provides, in part, that the governing body of each municipality make appropriations for each Fiscal Year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources; and subject further, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the City or which are legally mandated by applicable law. Section 11. Tax Covenants. The City covenants and agrees to comply with the requirements applicable to it contained in the Code to the extent necessary to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes. City of Miami Page 7 of 10 File ID: 3122 (Revision: A) Printed on: 11114120'17 File ID: 3122 Enactment Number Specifically, without intending to limit in any way the generality of the foregoing, the City covenants and agrees: (1) To pay to the United States of America, at the times required pursuant to Section 148(f) of the Code, any rebate amount ("Rebate Amount") determined pursuant to Section 148(f) of the Code; (2) To maintain and retain all records pertaining to and to be responsible for making or causing to be made all determinations and calculations of the Rebate Amount and required payments of the Rebate Amount as shall be necessary to comply with the Code; (3) To refrain from using proceeds from the Note in a manner that would cause the Note to be classified as a private activity bond under Section 141(a) of the Code; and (4) To refrain from taking any action that would cause the Note, or any of there, to become arbitrage bonds under Section 148 of the Code. Section 12_ Security; Note Not General Indebtedness. The Note shall not be deemed to constitute a general obligation or a pledge of the faith and credit of the City, the State or any other political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation, but shall be payable solely from and secured by a lien upon and a pledge of the Pledged Funds, in the manner and to the extent herein provided. No holder of the Note shall ever have the right, directly or indirectly, to require or compel the exercise of the ad valorem taxing power of the City, the State or any other political subdivision of the State or taxation in any form on any real or personal property to pay the Note or the interest thereon, nor shall any holder of the Note be entitled to payment of such principal of and interest from any other funds of the City other than the proceeds of the Pledged Funds, all in the manner and to the extent herein provided. The Note and the indebtedness evidenced thereby shall not constitute a lien upon any real or personal property of the City, but shall constitute a lien only on the proceeds of the Pledged Funds, all in the manner and to the extent provided herein. Section 13. Sale of Note to Refund and to Redeem the Bonds to be Refunded. The Note is hereby sold and awarded to the Lender, at the purchase price equal to the par amount thereof and the City Manager, the City Clerk, and the City Attorney are hereby authorized to execute and deliver the Note in the form set forth herein and in the Loan Agreement, receive the purchase price therefor and apply the proceeds thereof to pay costs of issuance of the Note and for the City to redeem and to refund the Bonds to be Refunded as herein provided, without further authority from this body. The City Manager and the City Clerk are authorized to make any and all changes on the form of the Note which shall be necessary to conform the same to the proposed term sheet of the 'Lender. Execution of the Note by the City Manager, the City Clerk, Risk Management Director, and the City Attorney shall be conclusive evidence of their approval of the form of the Note. Section 14, Amendments and Supplements to this Resolution. This Resolution shall be further amended and supplemented as necessary in order to accomplish the issuance of the Note or as necessary in connection with the purposes for which the Note are being issued or as necessary in connection with the redemption and refunding of the Bonds to be Refunded. Section 15. Severability. If any one or more of the covenants, agreements or provisions of this Resolution should be held contrary to any express provision of law or contrary City of Miami page a of 10 File IA: 3122 (Revision., A) Printed on: 11/14/2017 File ID; 3122 Enactment Number: to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed severed from the remaining covenants, agreements or provisions of this Resolution, or of the Note issued hereunder, or regarding the redemption and advance refunding of a portion of the Bonds to be Refunded. Section 16. Controlling Law; Members, Officials, Agents, Representatives and Employees of City Not Liable, All covenants, stipulations, obligations and agreements of the City contained in this Resolution shall be deemed to be covenants, stipulations, obligations and agreements of the City to the full extent authorized by the Act and provided by the Constitution and laws of the State. No covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, official, agent, representative or employee of the City in his or her individual capacity, and neither the members of the City Commission, the Mayor, the City Clerk, City Attorney, City Manager, Risk Management Director, the Chief Financial Officer, the Finance Director, nor any other official executing the Bond shall be liable personally on the Bond or this Resolution or shall be subject to any persona( 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 Mote, 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 (Dote 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 off iciais, employees, representatives, and agents, including any Mote 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 cidy of Miami Page 9 of 10 File ID: 3122 (Revision: A) Printed on: 11/f4/2017 File ID: 3-122 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_ cr'ty atmiami Page 10 of 10 File 0: 3122 (Revision: A) Printed on. 111141?417 October 30, 2017 J F Morgan Non -Banff 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 30.20 17 Erica Paschal City of Miami Qa_ sch a l g -m iam i gov.com Dear Erica, Sergio & Pete: J P Morgan Sergio Masvidal Pedro Varona Public Financial Management Public Financial Management masvidals cz.vfrrt.com varonap@pfin.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 -Sank Qualified Tax -Exempt Note in the amount of up to $51,500,0410 and/or a Taxable Note in the amount of up to $7,500,000, subject to the following terms and conditions described herein (the "Proposal'). The proposed indicative terms included in the enclosed Summary of Terms and Conditions are for discussion purposes only and do not represent an offer or commitment to lend on the part of JPMorgan or its affiliates and will be subject to due diligence.. credit analysis and approval, and documentation of detailed terms and conditions_satisfactory to JPMorgan and its legal counsel, Should any of the enclosed terixts and conditions conflict with the City of Miami's structuring parameters, we will be happy to discuss mutually acceptable alternatives. Should you have any questions regarding any of the indicative terms, please do not hesitate to contact either of us at the numbers set forth below; Ralph Nildevert Jackie Watson Executive Director Executive Director, Credit Risk Director 1450 Brickell Ave, Floor 33 450 S. Orange Ave Miami, FL, 33131 Orlando, FL 32801 305-579-9320 407-236-5382 ralph.hildevert@jpmorgan.com jackie.watson(r 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 5 & P Fitch Outlook: Stable Stable Stable Long Term Issuer Ratings: Aa3 A+ AA - Short Term Issuer Ratings: P-1 A-1 Fl+ Annual Report: JPMorgan Chase & Co,'s most recent annual report maybe accessed via the following website: llttp :15 lww,w jpmorganchase.comlcorporate/investor-relationslannual-report-prox) htm We look forward to further discussions with the City of Miami and its financing team regarding this proposal. Yours sincerely, JPMGRGAN CHASE BANK, N.A. BY: Ralph Hildevert Relationship Executive Confidential By: Jackie Watson Executive Director J.PMorgan J P. Morgan CITY OF MIAMI Non -Bank Qualified Tax-Exenlpt 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 November 28, 2017. SECTION I DESCRIPTION OF THE NOTES Issuer: City of Miami (the "Issuer") Purchaser; Tax -Exempt bate DNT Asset Trust and its successors and assigns (the "Purchaser"). DNT Asset Toast 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 "Noteholder Representative" or the "Bank") and its successors and assigns, or any other entity subsequently appointed by the majority of the noteholders, shall act as the representative on behalf of the noteholder and shall be the party which provides consent, direct remedies and takes all actions on behalf of the Purchaser and outer noteholders under the Note Documents. Taxable Note 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 Nate (the "Tax - Exempt Note" or the 'Taciiity") issued as a single maturity Note. Taxable Note Up to $7,500,040 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 201 ]A. Taxable Note Advance refund a portion of the outstanding Non -Ad Valorem Refunding Revenue Notes, Taxable Pension Series 2004. 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-Exern t Note Maturity Date Optional Redemption Bate ** Indicative Fixed Rate *** February 1, 2031 N/A 2.46% February 1, 2031 February 1, 2022 2.62% **The Note is callable at par on or after the Optional Redemption Date. *** Should the Issuer request the removal of the `Change in Tax Rate' provision referenced on page 4 of this Term Sheet, an additional 36 basis points xoould he added to the Indicative Flared Rate shown above. Taxable Note Maturity Date Optional Redemption Date "* Indicative Fixed Rate December 1, 2025 NIA 3.67% December I.2025 December 1.2022 3.73% ** The Note is callable at par on or after the Optional Redemption Date. Payments / Amortization: Tax -Exempt Note Interest Payment Dates: February 1 and August 1, commencing February 1.201$ Principal Payment Dates: February of each year, commencing February 1, 2018 Date Principal 21112018 $ 1,410,000 2/112019 $ 900,000 2/1/2020 $ 925,000 21112021 $ 950,000 21112022 $ 5,015,000 2/112023 $ 5,150,000 2/1/2024 $ 51295,000 2/112025 $ 5,445,000 2/1/2026 $ 51596,000 2/112027 $ 6,765,000 2/112028 $ 51916,000 211/2029 $ 6,080,000 2/112030 $ 6,246,000 2/112031 $ 6,420,000 7otai I $ 61,100,000 J.P. Morgan ry Confidential Taxable Note Interest Payment Dates: June 1 and December 1, commencing June 1, 2018 Principal Payment Dates: December of each year, commencing December 1, 2018 Lute Principal 12/112018 $ 155,000 12/1/2019 $ 168,000 121112020 $ 670,000 12!112021 $ 665,000 121112022 $ 665,000 121112023 $ 670,000 17J112024 $ 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/Vcar: 301350 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 ]CII 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 wilI include delivery of acceptable documentation and legal opinions, including an opinion of bond counsel as to the validity and enforceability of the J P.Morgan 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 ars electronic format acceptable to the Purchaser: 1. Receipt ofCAFR 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 rcguire-4ny adjustment to the Interest Rate for i changes to the regulaW environment or required re ulato capital- or 7i chan es 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 hate: 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 (I minus 13), 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 lite Issuer request removal of the `Change in Tax Rate' provision an additional 36 basis paints would be added to the Indicative Fixed Rate as indicated on Section II. Sale / 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. Caverning Law: All aspects of each Facility being discussed including this Term Sheet and any Note Documents will be governed by the laws of the State of Florida. SECTION PV OTHER RANK 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 JTMorgan 4 Confidential related final rules (the "Municipal Advisor Rules"), agent or a fiduciary of the Issuer, (iii) the Bank and its affiliates are relying on the Bank exemption in the Municipal Advisor Rules. (iv) the Bank and its affiliates have not provided any advice or assumed any advisory or fiduciary responsibility in favor of the Issuer with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (whether or not the Bank, or any affiliate of the Bank, has provided other services or advised. or is currently providing other services or advising the Issuer on other matters), (v) the Bank and its affiliates have financial and other interests that differ from those of the Issuer, and (vi) the Issuer has consulted with its own financial, legal, accounting, tax and other advisors, as applicable, to the extent it deemed appropriate. Expenses: The Issuer will pay or reimburse the Purchaser for all its out-of-pocket coasts 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 Cather loan documents both before and after judgment. Legal Counsel: The Bank will engage Locke Lord LLP as the Purchaser's legal counsel. Mark -David Adams will be acting in the capacity of attorney representing the Purchaser. Legal fees are estimated at $6,544 per facilily or $9,544 for both faciIities Marie -David Adams Locke Lord LLP 525 Okeechobee Boulevard, Suite 1544 West Palm Beach. FL 33461 561-820-4281 mark.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 .IPMorgan 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. Wcbsite 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. JT Morgan 5 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 Suite 404 pfncorn Coral Gables, FL 33134 'VV V ! * irsirr ti�rr� �t rs .r. Q• 1*3 Executive Summary 0 PFM identified two refunding candidates: Nan -Ad Valorem Refunding Revenue Bonds, Pension Series 2009 (Taxable), and Special Obligation Bonds, Series 2011A (Tax -Exempt) 0 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 $01.5 million will be used refund the callable }portion of the Special Obligation Bonds, Series 2011A 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 C) PFM �; 2 Refinancing of 2011A Tax -Exempt Bonds • Refinancing the existing Special Obligation Bands, 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 crass -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 -Whale" amount. Effectively negates the economics of a future refinancing • Results in estimated Net Present Value Savings of 10,04% or $5.32 million Citv of Miami Snecial Qhiieatinn Rt-filnding, 2017 Refunding JP Morgan Stats Tax Language Removed Language Indicative Rate Tax Adjustment* 2,46% 0,57% 2.46% 0.36% Final Rate 3.43% 2.82% 'Assumes the current 35% corporate tax rate decreases to 20% SAVINGS The City of Miami, Florida Proposed Refiutdiug of Series 2011A Present Value Prior Refttndang to 11/28/2017 Date Debt Semce Debt Seance Savings @,, 2.8953698%, 12/02/2018 3,018,342.50 2,553,157.50 465,185.00 453,372.53 12/0112019 3,018,342.50 2,555,779.50 462,563.00 437,818.2.9 12/01/2020 3,018,342.50 2,555,470.00 462,872.50 425,530.62 12/01/2021 3,018,342.50 2,554,455.50 463,887.00 414,226.70 12/01/2022 7,002,386?5 6.535,772.00 466,614.45 405,293.09 12/01/2023 6,999,180.00 6,532,798.00 466,382.04 394,035.87 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 12/01/2026 7,00? 543.75 6,538,778.00 463,765.75 361,323.97 12101/2027 7,003,256.25 6,538,602.00 464,654.25 352,565.07 12101/2028 7,003,900.00 6,538,843.50 465,056.50 343,794,86 12/01!2421 7,002,600.00 6,539,361.50 463,238.50 333,721.94 12101/2030 6,999,700.00 6,535,085.50 464,614.50 326,277.43 12101/2031 6,998,850.00 6,535,874.50 462,975.50 3I7,013.39 82,085,338.75 75,584,154.50 6,501,184.25 5,318,761.59 (3 PFM 3 Refinancing of 2909 Taxable Pension Bonds • Refinancing the existing Non -Ad Valorem Refunding Revenue Bands, Taxable Pension Series 2009 (approximately $0.4MM) • Lowest -cast 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 SAVINGS The City oBliami. Florida Taxable Refiuidiiig of Series 2009 Present Value Date Prior Debt SerN ice Reftuiding Debt Seivice Sax iugs to 1112$12017 @ 2,8953698% 1210112017 235,286,25 235.286.25 p49.173.41 235,229.89 12/01/2018 470,572.50 421.399.09 49,117.84 12/01/2019 470.572.50 423.790.40 46.782.10 45.536.42 12/01/2020 97M72.50 923.098.80 47.473,70 44,918.15 12/01/2021 945.572.50 998.863.60 46.708.90 42.894.30 12/0112022 929,872.50 884.6211.40 45,244.10 40,338.56 12/01/2023 912.772.50 865.026.00 47,746.50 41224.84 12/0112024 8.94.272,50 845.240.00 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 0PFI{ 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 2017 Date Event Responsibility October 2 Distrlbute Distribution List /Timetable/ 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 Resolution, Award Note City November 17 Circulate Finalized Loan Agreement BC November 27 & 28 Pre-closing and Closing All Q PFM 5 Eel Preliminary Financing Estimates @ PFM fi pfm Note: Preliminary numbers for discussion purposes only. Nov 8, 2017 9.05 am Prepared by PFM Financial Advisors LLC Page I 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 (209/6 Tax Rate Assumed) 2017 taxable (PNQ and 2017 tax exempt (]P Morgan) Taxable Proposed Refunding of Refimding of Sources: Series 2009 Series 201 IA Total Sand Proceeds: Par Amount 7,465,000.00 61,100,000.00 68,565,000.00 7.465,1100.00 6I,100,000.00 68,565,000.00 Taxable Proposed Refunding of Refunding of Uses: Series 2009.Series 2011A Total Refunding Escrow Deposits-. Cash Deposit 235,286.3I 0.53 235,286.84 SLOS Purchases 7,160,107.00 60,934,328.00 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 Note: Preliminary numbers for discussion purposes only. Nov 8, 2017 9.05 am Prepared by PFM Financial Advisors LLC Page I BOND SUMMARY STATISTICS The City of Miami, Florida Taxable Refunding of Series 2009 Dated Date 11128/2017 Delivery Date 11128/2.017 First Coupon 06/0112018 Last Maturity 1210112.025 Arbitrage Yield 2.895370°fo True Interest Cost (TIC) 3.671950% NICE Interest Cost (N1C) 3.672000% All -In TIC 3.837757% Average Coupon 3.672000% Average Life (years) 6.411 Duration of Issue (years) 5.710 Paz 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 3,960,270.411 Average Annual Debt Service 1,151,590.01 Bond Component Undenuriter's Fees (per $1000) Average Takedown Other Fee Total Underwriter's Discount Bid Price 100.000000 Par Average Average Value Price Coupon Life PV of 1 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 All -In Arbitrage TIC TIC Yield Par Value 7,465.000.00 7,.465,000.00 7,465,000.00 + Accrued Interest + Premium (Discount) - Underwriter's Discount - Cost of Issuance Expense Other Amounts Target Value Target Date Yield 7,465,000.00 11/28/2017 3.671950% -69,000.00 7,396,000.00 11/28/2017 3.837757% 7,465,000.00 11/29/2017 2.895370% Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 2 BOND SUMMARY STATISTICS , The City of Miami, Florida Proposed Refunding of Series 2011 A 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 Intcrost Cost (TIC) 2.8203115% Net Interest Cost (NIC) 2.820000% Ail -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 Prvoeeds 61,100,000.06 Total Interest 14,484,154.50 Net Interest 14,484,]54.50 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 $1600) Average Takedown Other Fee Total Undenvriter's Discount Bid Price 100.000000 Nov 9. 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 3 Par Average Average PV of i 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 61,100,000.00 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 61,100.600.116 Target Date 1112.8/2017 1112V2017 1112812017 Yield 2.820305% 2.956731% 2.895370% Nov 9. 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 QP Morgan) Maturity Interest Par Call Call Bond Date Rate Amount Date Price Taxable Series 2009 Bonds: TERM23 12141/2020 7.000% 500,000.00 12/01/2019 100.000 12/01/2021 7000% 510,000.00 12101/2019 100.000 12/01/2022 7.000% 530,004.00 1210I/2019 100.000 12/0112023 7.000% 550,000.44 12101/2019 140.000 TERM25 12/0I/2024 7.550% 570,000.40 12/01/2019 100.000 12/0I/2025 7.550% 3,725.000.00 12/01/2419 I00.000 5,385;000.00 Special Obligation NAV Revenue Refunding Bonds, Series 20I IA: SERIAL 02/41/2022 5.000% 2,215,000.00 02/01/2021 100.040 02/01/2023 5.000% 4,290,000.00 02/01/2021 100.000 02/01/2024 5.200% 4,515,000.00 02/01/2021 100.000 02/01/2025 5.750% 4370,000.04 02/01/2021 100.000 02101/2026 5.750% 5,055,000.00 02/01/2021 100.000 02/41/2027 5.750% 5,355,000.00 02101/2021 100.040 02/01/2028 COW% 5,680,400.00 02/01/2021 104.000 02/41/2029 6.040% 6,034,000.00 02/41/2021 100.040 02/01/2030 6.040% 6,444,000.40 02101/2021 100.000 02/01/2031 6.000% 6,795.000.00 02/01/2421 140.004 BOND 02/01/2022 4.875%a 1,870,000.04 02101/2021 100.000 52,975,000.00 59,360,000.00 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LI -C Page 4 pfm SUMMARY OF REFUNDING RESULTS The City of Miami, Florida Series 2017 Special Obligation Refunding Preliminary Numbers Indicative Rates as of Qct. 30 Worst Case Scenario (20% Tax Rate Assumed) 2017 taxable (PNC) and 2017 tax exempt (JP Morgan) Nov S, 2017 3:05 am Prepared by PFM Financial Advisors LLC Page 5 Taxable Proposed Refunding of Refunding of Series 2009 Series 2011A Total Dated Date 11/2812017 11128/2017 11/28/2017 Delivery Date 11/28/2017 11128/2017 11/28/2017 Arbitrage Yield 2.895370% 2.895370% 2.895370% Escrow Yield 1.202984% 1.437774%o 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% 2.895374% Net Interest Cost 3.672000% 2.820000% 2.892619% Average Coupon 3.672000% 2.8200000/o, 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 refwided bonds 7.429329% 5.$065691/10 5.939806% Average life of refunded bands 6.787 9.145 8.99I 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 bands 7.745732% 8.710611% 8.605560% Nov S, 2017 3:05 am Prepared by PFM Financial Advisors LLC Page 5 0 pfm SAVINGS Net PV Savings 578,218.90 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 6 The City of Miami, Florida 'faxable Refunding of Series 2009 Present Value Prier Refunding to 11/28/2017 Date Debt Service Debt Service Savings ® 2.8953698% 12/01/2017 235,286.25 235,286.25 235,229.89 12/0112018 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 12/01/2020 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 12101/2025 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 577,612.2I Plus: refunding funds on hand 606.69 Net PV Savings 578,218.90 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 6 0 pfm SAVJNGS The City of Miami, Florida Proposed Refunding of Series 201 ] A Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 7 Present Value Prior Refunding to 11/29/2017 Date Dela Service Debt Service Savings 2.8953698% 12/01/20I8 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 12/0112020 3,018,342.50 2,555.470.00 462,872.50 425,530.52 12/01/2021 3,018,342.50 2,554,455.50 463,887.00 414,226.70 12/01/2022 7,002,386.25 6,535,772.00 466,614.25 405,293.09 12/01/2023 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.I4 12/0I/2026 7,002.543.75 6,538,778.00 463,765.75 351,323.97 12101/2027 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 I2/0I/2029 7,002,600.00 6,539,361.50 463,238.50 331721.94 12/01/2030 6,999,700.00 6,535,085.50 464,614.50 326,277.43 12101/2031 6,998,850.00 6,535,874.50 462,975.50 317,013.39 82,085,338.'75 75,584,154.50 6,501,18425 5318,761.59 Savings 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 0 pfM BOND PRICING The City of Miami, Florida Taxable Refunding of Series 2009 Maturity Band Component Date Amount Rate Yield Price Bond Component: 12/01/2018 145.000 3.672% 3.672% 100.000 1210112019 155,000 3.672% 3.572% 100.100 12/01/2020 660,000 3.672% 3.672% 100.000 12/01/2021 660,000 3.672% 3.672% 100.000 12/01/2022 670,000 3.672% 3.672% 100.000 12/01/2023 675,000 3.672% 3.672% 100.000 12/01/2024 680,000 3.672% 3.672% 100.000 12/01/2025 3,820,000 3.672% 3.672% 100.000 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 W01/2018 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 j`M BOND PRICING The City of Miami, Florida Proposed Refunding of Series 2011A Maturity Bond Component Date Amount Rate Yield Price Band Component: 02/0112018 1,410,000 2.820% 2.820% 100.000 02101/2019 885,000 2.820% 2.8200/6 100.000 02/01/2020 910,000 2.820% 2.820% 100.000 02/01/2021 935,000 2.820% 2.820% 100.000 02/01/2022 5,000,000 2.820% 2.820% 140.000 02/01/2023 5,140,000 2.820% 2.820% 100.000 02/01/2024 5,290,000 2.820% 2.820%0 100,000 02/01/2025 5,440,000 2.820% 2.820% 100.000 02/01/2026 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°Jo 100.000 02/01/2029 6,095,000 2.820% 2.820% 100.000 02/01/2030 6,265,000 2.8200/. 2.820% 100.000 02/0112031 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 1112812017 First Coupon 02/0112018 Par Amount 61,100,000.00 Original Issue Discount Production 61-100,000M 100.000000% Underwriter's Discount Purchase Price 6I,100.000.00 100,000000°/Q Accrued Interest Net Proceeds 61,100,000.00 4 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 9 0 pfm 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% 137,057.40 282.057.40 421,399.09 06/01/2019 134,395.20 134,395.20 I2/01/2019 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 06/0112021 119,431.80 119,431.80 12/01/2021 660,000 3.672% 119,431.80 779,43I.80 898,863.60 06/01/2022 107,3314.20 107,314.20 12/91/2022 670,000 3,672% 107.314.20 777,314.20 884.628.40 06/01/2023 95,013.00 95,013.00 12/0I/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°/m 82,620.00 762,620.00 845,240.00 06/01/2025 70,135.20 70,135.20 12101/2425 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, 20I7 9:05 am Prepiaed by PFM Financial Advisors LLC page 10 Period Ending. Principal BOND DEBT SERVICE. 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 1,71I,528.50 08/01/2018 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 816,31950 816,319.50 12101/2020 2,555,470,00 02/01/2021 935,000 2.820% 816,319.50 1.751,319.50 08/01/2021 803,136.00 803,136,00 12/01/2021 2,554,455.50 02/01/2022 5,000,000 2.820% 803,136.00 5,803,136.00 08/0112022 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 02/0I12025 5,440,000 2.820% 585,573.00 6,025,573.00 08/01/2025 508,869A0 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 08/0112027 349,693,00 348,693.00 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 0810112029 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 12/0112030 6,535,085.50 02/01/2031 6,445,000 2.820% 90,874.50 6,535,874.50 12101/2.031 6,535,874.50 61,100,000 14,484,154.50 75,5845154.50 75,584,154.50 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 1 l 0 pfm ESCROW REQUIREMENTS Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 12 The City of Miami, Fiorida Taxable Refunding of Series 2009 Period Principal Ending Interest Redeemed Total 12101/2017 235,286.25 235,286.25 06101/2018 235,286.25 235,286.25 12/0I/2018 235,286.25 235,286.25 06/0112019 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 pf m ESCROW REQUIREWNTS Nov 8, 2017 9:05 am Prepared by FFM Financial Advisors LLC Page f3 The City of Miami, Florida Proposed Refunding of Series 2011 A Period Principal Ending Interest Redeemed Total 42/0112018 1,509,17I.25 1,509,171.25 48/0112018 1,509,171.25 1,509,171.25 02/01/2019 1,509,171.25 1,509,171.25 08/0112019 1,509,171.25 1,509,171,25 02/01/2020 1,509,171.25 1,509,171.25 48/01/2020 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 FFM Financial Advisors LLC Page f3 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 flet. 30 Worst Case 5cenaiio (20% Tax Rate Assumed) 2017 taxable (PNC) and 2017 tax exempt (IP Morgan) Taxable Proposed Refunding of Refunding of Series 2009 Series 2011 A Total Financial Advisor Fee 25,000.00 45,825.00 70,825.00 Bond Counsel Fee 22,500.00 95,125.00 117,625.00 Bank Counsel Fee 10,000.00 10,000.00 20±000.00 Counsel Expenses {est.} 4,000.00 4,000.00 8,000.00 DAC Fee 2,500.00 2,500.00 5,000.00 Miscellaneous 5,000.00 5,000.00 10,000.00 69,000.00 162,450.00 231,450.00 Nov 8. 2017 9.05 am Prepared by PFM Financial Advisors LLC Page 14 FORM 8038 STAUSTICS The City of Msami. Florida Taxable Refunding of Series 2004 Dated Date 11/28/2017 Delivery Date 11128/2017 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% 12101/2018 145,00UO 3.672% 100.000 145,000.00 145,000.00 12101/2019 155,000.00 3.672% 100.000 155,000.00 155,000.00 12101/2020 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 12/0I/2022 670,00U.U0 3.672% 104.000 670,000.00 670,000.00 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 1820,000.00 3,820,000.00 7,465,040.00 7,465,000.00 7,465,000.00 Stated Weighted Maturity interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity I2/0 U2025 3.672% 3,820.000.00 3,$20,000.00 Entire Issue 7,465,000.00 7,465,000.00 6.4109 2.8954% Proceeds used for accrued interest 0.00 Proceeds used for band 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 7,395.343.31 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 PPM Financial Advisors LLC Page 15 pfm FORM 8638 STATISTICS The City of Miami, Florida Taxable Refunding of Series 2009 Refunded Bands Bond Component pate Principal Coupon Price Issue Price Taxable Series 2009 Bonds: TERM23 I2/01/2020 500,000.00 7.(10'0'% 96.058 480,290.00 TERM23 12/01/2021 510,000.00 7.000% 96.058 489,895.80 TERM23 12/0112022 530,000.00 7.000% 96.058 509,107.40 TERM23 12/61/2023 550,000.00 7.000% 961058 528,319.00 TERM25 12101/2024 570,000.00 7.550% 100.000 570,000.00 TERM25 12/0112025 3,725,000.00 7.550% 100.000 3,725,000.00 6,385,000.110 6,302,612.20 Remaining Last Weighted Call Issue Average Date Date Maturity Taxable Series 2009 Bonds 12101/2019 07/16/2009 6.8160 All Refunded Issues 12101/2019 6.8160 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 16 13 � FORM 8038 STATISTICS The City of Miami, Florida Proposed Refunding of Series 2011A Bated Date 11/28/2017 Delivery Bate 11/2V2017 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% 100.000 885,000.00 885,000.00 02/01/2020 910,o00.00 2.820% 100.000 9JOA00.00 910,000.00 02/01/2021 935,000.00 2.820% 100.000 935,000.04 935,000.00 02/01/2022 5,000,000.00 2.820% 100.000 5,000,000.00 5,000,000.00 02/0I/2023 5,140,000.00 2.820% 100.000 5,140,000.00 5,140,000.00 02101/2024 5,290,000.00 2.S20% 100.000 5,290,000.00 5,290,000.1}0 02/01/2025 5;440,000.00 2.8201/o 100.000 5,440,000.00 5,440,000,00 02/0I/2026 5,600,000.00 2.820% 100.000 5,600,000.00 5,600,000.00 02/01/2027 5,760,000.10 2.820% 100.000 5,760,000.00 5,760,000.00 02/01/2028 5,925,000.00 2.8200/a 100.000 5,925,000.00 5,925,000.00 02/0I/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% 100.000 6,445,000.00 6,445,000.00 61,100,000.00 6 1,1 00,OD 0.00 61,100,000.00 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 02/01/2031 2.820% 6,445,000.00 6,445,000.00 Entire Issue 61;100,000.00 61,100.000.00 8.4063 2.8954°/a Proceeds used for accrued interest 0.00 Proceeds used for Frond 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 be advance refunded 9.1645 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 17 pfm FORM 8038 STA,TISUCS The City of Miami, Florida Proposed Refunding of Series 2011 A RefundedBonds Bond Component Date Principal Coupon Price Issue f rice Special Obligation NAV Revenue Refunding Bonds, Series 2011A: 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 4,271,338.5{1 SERIAL 02/01/2024 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% 102.279 5,170,203.45 SERIAL 02/01/2027 5,355,000.00 5.750%fl 101.981 5,461,082.55 SERIAL 02/01/2028 5,680,000.00 6.000%6 103.218 5.862,782.40 SERIAL 02/01/2029 6,030,000.00 6.000%a 102.623 6,188.16690 SERLALL 02/01/2030 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 02/0I/2022 1,870,000.00 4.875% 99.713 1,864,633.10 52,975,000.00 53,943,558.50 Remaining Last Weighted Cali Issue Average Date Date Maturity Special Obligation NAV Revenue Refunding Bonds, Series 2011A 02/01/2021 07/21/2011 9.1645 All Refunded Issues 02/01/2021 9.1645 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 18 Loll Response Summary Matrix PFM City of Miami Special Obligation Refunding Refunding of Series 2011A (Tax -Exempt) and Series 2009 (Taxable) Bank Loan RFP Summary Capital One JP Morgan PN:C Wells Fargo Jacqueline Bretz Ralph Hildevert ]dick 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@capitalene„com Miami, FL 33131 16740 Sari Carlos Boulevard T: 561.650.2364 Contact Information T: 305.579. 9320 Fort Myers, FL 33908 stephen.lenehan@wellsfargo_ F:305.351. 8451 (p) 239-437,3736 com ralph.hildevert@jpmorgan.co (f) 239-433-0359 m nicholas. ayotte@pnc.ccm Series to be Refunded Series 2011A (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% Series 2009 - 4.25% Series 2049 - 3.67%o 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 - 211/31 Series 2011A - 211131 Series 2011A - 211131 Series 2011A - 211131 Series 2009 - 1211/25 Series 2009 - 1211125 Series 2009 - 1211125 Series 2009 - 12/1/25 2011A - Prepayment after 2/1124 on any interest date Prepayable with make -whole Make -whole prepayment. Tax Prepayment Penalty provision, or in 2022 for an Make -whale 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 for $8,000 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 Ctawback language Amendment Fees Prepared by PFM Financial Advisors, LLC 11/112017 City of Miami Legislation Resolution File Number: 3122 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City Hall 3540 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 NON- AD VALOREM REVENUE REFUNDING NOTE, SERIES 2017 ("NOTE") AND THE COSTS OF ISSUANCE THEREOF; APPROVING THE SELECTION OF THE PROPOSAL FROM DNT ASSET TRUST, A WHOLLY- OWNED SUBSIDIARY OF JPMORGAN CHASE BANK, N.A. (THE "PURCHASER"); SETTING CERTAIN BASIC PARAMETERS OF THE TERMS AND CONDITIONS OF A LOAN AGREEMENT AND THE NOTE AND AUTHORIZING THE NEGOTIATION, EXECUTION AND DELIVERY OF A LOAN AGREEMENT, THE NOTE, AND ALL OTHER NECESSARY AGREEMENTS, DOCUMENTS, AND INSTRUMENTS IN CONNECTION THEREWITH; MAKING CERTAIN FINDINGS AND DETERMINATIONS; AUTHORIZING ALL REQUIRED ACTIONS BY THE CITY MANAGER, THE CITY ATTORNEY, BOND COUNSEL, CHIEF FINANCIAL OFFICER, FINANCE DIRECTOR, FINANCIAL ADVISOR, AND ALL OTHER CITY OFFICIALS IN CONNECTION THEREWITH; FURTHER AUTHORIZING THE CITY MANAGER, CITY ATTORNEY, CHIEF FINANCIAL OFFICER, FINANCE DIRECTOR, FINANCIAL ADVISOR, BOND COUNSEL, BOND REGISTRARS AND PAYING AGENTS AND ALL OTHER NECESSARY CITY OFFICIALS TO UNDERTAKE THE NECESSARY STEPS AND TO NEGOTIATE, EXECUTE, AND DELIVER ALL AN ESCROW DEPOSIT AGREEMENT, AND ANY NOTICES, DOCUMENTS, AND INSTRUMENTS IN CONNECTION WITH THE REDEMPTION OF A PORTION OF THE CITY'S OUTSTANDING SPECIAL OBLIGATION NOW 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 Bands"); and City of Miami 3122- Ll�iEIA-koo -So8 Page i of io File ID: 3122 (Revision: A) Printed On: 9111412017 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 3122 Enactment Alumkacr. WHEREAS, in order to obtain interest savings, the City desires to issue in a total aggregate principal amount not to exceed Sixty -One Million Five Hundred Thousand Dollars ($61,500,000.00) a Special Obligation Non -Ad Valorem Revenue Refunding Note, Series 2017 ("Note") to advance refund the Series 2011A Bonds maturing on February 1 in the years 2022 through 2031 in an outstanding principal amount of Fifty-two Million, Nine Hundred Seventy-five Thousand Dollars ($52,975,000.00) (which will become subject to optional redemption as of February 1, 2021) (the "Bonds to be Refunded"); and WHEREAS, the City's Financial Advisor, Public Financial Management, Inc. ("Financial Advisor"), issued a Request for Proposals to banking and financial institutions for refinancing and refunding of the Bonds to be Refunded and received multiple proposals which were evaluated by the Financial Advisor for responses consistent with the City's needs; and WHEREAS, the proposals and recommendations by the Financial Advisor were reviewed and recommended by the City Administration to the City's Finance Committee. with the proposal dated October 30, 2017 ("Proposal", attached and incorporated) from the Lender being recommended by the Finance Committee on November 8, 2017, as the most responsive and responsible proposer providing the most favorable covenants, to lend to the City the funds necessary to refund the Bonds to be Refunded and pay transactional expenses, which loan shall be evidenced by the Note; and WHEREAS, in accordance with Section 21$.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 Nate; and WHEREAS, it is in the gest interest of the City to approve the issuance of the Note and the direct placement and negotiated sale of the Note to the Lender to provide for interest savings to the City without extending the original maturities of the payments, to authorize the basic parameters of the terms and conditions of a Loan Agreement between the City and the Lender, the Note, and certain agreements and documents in connection with the issuance therewith, to delegate to the City Manager the determination of certain other details of the Loan Agreement, the Note, and the Escrow Deposit Agreement for the redemption of the Bonds to be Refunded, and to authorize the City Manager, the City Attorney, Bond Counsel, the Financial Advisor, Bond Registrars and Paying Agents, and other necessary and appropriate City officials to undertake and to do all actions necessary and in the best interests of the City in connection with the direct placement, issuance and delivery of the Note, the redemption and advance refunding of the Bonds to be Refunded; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. Authority. This Resolution is adopted pursuant to the Constitution of the State of Florida (the "State"); Chapters 166, Florida Statutes as amended; the City Charter of the City of Miami, Florida; applicable City resolutions and other applicable provisions of law (collectively, the "Act"), City of Miami Page 2 of 10 bile ID 3122 (Revision. A) Printed on: 1111412017 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Fil+elC1: 3122 Enactment Number: Section 2. Definitions. All capitalized undefined terms shall have the meanings as set forth in this Resolution, the Proposal, and as defined in the Loan Agreement and the Nate. 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 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" 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 hank 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, KA., 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. City of Miami Page 3 of 10 File ID: 3922 (Revision. A) Prinfed on: 1 1114120 1 7 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID' 3122 Enactment Number: "Payment Dates" and "Payment Frequency" means (a) that principal payments shall be made annually on February 1, commencing February 1, 2018; (b) that interest payments 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, 2417, from the Lender to the City. "Purchaser" or "Lender" means DNT Asset Trust, as the purchaser and holder of the Nate and as Lender under the Loan Agreement. "Resclution(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 Bands, Series 2011A. "Taxable Interest Rate" means the rate per annum to be borne by the Note should the interest on the Note become taxable, as set out in the Loan Agreement, and such taxable rate of interest shall continue in effect as the date the tax status is ruled to have changed until the final Payment on the Note. Section 3. Recitals and Findings. The recitals and findings contained in the Preamble of this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Additionally, it is hereby ascertained, determined and declared that: A. In accordance with Section 218.385, Florida Statutes, the City hereby finds, determines and declares, based upon the advice of its Financial Advisor for the Note, that a negotiated sale of the Note is in the best interests of the City for the following reasons: (i} The underlying security structure (credit) is one that is broadly understood by market participants and maintains a strong underlying credit rating; (ii) The structure and timing of the issuance of the Note require extensive planning, and it is not practical for the City, the Financial Advisor, and the Lender to engage in such planning within the time constraints and uncertainties inherent within a competitive bidding process; (iii) The short average life of the transaction lends itse#f to the competitive solicitation of financial institutions undertaken by the City with respect to the Note; (iv) Market conditions are such that this type of credit would be well received by financial institutions; (v) The vagaries of the current and near future municipal bond market demand that the City have the maximum time and flexibility in order to obtain the most favorable interest rates available; and City of Miami Page 4 of 10 Fite ID: 3122 (Revision; A) Printed on: 1 V1412017 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File 10: 3122 Enactment Number_ (vi) The structure and timing of the advance refunding and redemption of the Bonds to be Refunded require extensive planning. B. It is in the best interests of the City, its citizens and taxpayers to issue the Note in order to realize debt service savings without extending the time for such payments. C. The Note shall be payabie 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 providers herein. G. Prior to the issuance of the Note, the City shall receive from the Lender a Purchaser's Certificate, the farm 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 ($61,500,000), and (iii) the City Manager, in consultation with the City Attorney, Bond Counsel, the Chief Financial Officer, the Finance Director, and the Financial Advisor, is authorized to negotiate, to execute, and to deliver the Escrow Deposit Agreement and all other necessary documents, agreements, and instruments. The City Manager, after consultation with the City Attorney, Bond Counsel, the Chief Financial Officer, the Finance Director, and the Financial Advisor, is further authorized to negotiate, execute, and deliver any changes, modifications, supplements, or amendments to the Loan Agreement, the Note, the Escrow Deposit Agreement, and any and all other agreements, documents, and instruments as should be deemed necessary or desirable and to take such other actions as shall be necessary to implement the terms and conditions of the Loan Agreement, the Note, and the Escrow Deposit Agreement. The provisions of such documents, City of Miami Page 5 of 10 File ID: 3122 (Revision: A) Printed on: 9714/2017 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Fide la: 3122 Enactment Number: as so negotiated, executed, and delivered, are hereby incorporated into and made a part of this Resolution. Section 6. Description of the Note. The Note 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 ($61,500,000.00), shall be dated as of the date of its delivery to the Lender thereof and shall mature on the Maturity Date, subject to prior mandatory amortization payments as to be provided in the Note and the Loan Agreement. The Note shall be payable to the Lender, and shall bear interest at the Interest Rate, calculated on the basis of a 30/360 day year. Interest will be paid semi-annually each February 1 and August 1 with the first interest payment due on February 1, 2018. Principal will be paid annually on February 1 each year, with the first principal payment payable on February 1, 2018. The Maturity Date shall be February 1, 2031; provided, however, that the Note and the Loan Agreement shall also provide for prepayments. Upon the occurrence of an event of taxability, any due but unpaid principal and interest on the Note shall bear interest at the Taxable Interest Rate from the date the tax status is ruled to have changed until paid and collected. Anything herein or in the Note to the contrary notwithstanding, in no event shall the interest rate borne by the Note exceed the maximum interest rate permitted to be paid by the City under applicable law. On the date of the issuance of the Note, the City shall receive an amount equal to the par amount of the Note from the Lender as the purchase price of the Note. The Note shall be payable in any coin or currency of the United States of America which on the respective dates of payment of principal and interest thereof is legal tender for the payment of public and private debts. The principal and interest on the Note shall be payable upon presentation and surrender at the principal office of the Paying Agent to the registered owner of the Note. The Note may be exchanged at the office of the Nate Registrar for a like aggregate principal amount of Nate of the same series and maturity as provided in the Loan Agreement. Notwithstanding the foregoing or any provision of this Resolution to the contrary, the Note shall not be transferred unless the transferee has previously executed and provided to the City an "investor letter" in substantially the same form and substance as the "investor letter' executed by the original Lender of the Note. Section 7. Execution of Note. The Note shall be executed in the name of the City by the City Manager and the seal of the City shall be imprinted, reproduced or lithographed on the Note and attested to and countersigned by the City Clerk. In addition, the City Attorney shall sign the Note, showing approval of the form and correctness thereof, and the City's Director of Risk Management shall sign the Loan Agreement, showing approval as to the City's insurance requirements. The signatures of the City Manager, the City Clerk, and the City Attorney 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 Finance Director, and the registered owner of any Note so authenticated shall be entitled to the benefits of this Resolution. Section 8. Note Mutilated, Destroyed, Stolen or Lost. If the Note is mutilated, destroyed, stolen or lost. the City or its agent may, in its discretion (i) deliver a duplicate replacement Note, or (ii) pay a Note that has matured or is about to mature or has been called for redemption. A mutilated Note shall be surrendered to and cancelled by the Note Registrar. City of Miami Page 6 of 10 rife ID: 3122 (Revision: A) Printed on: 1111412017 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File i0. 3722 Enactment Number: The holder of the Note must furnish the City or its agent proof of ownership of any destroyed, stolen or lost Note; post satisfactory indemnity; comply with any reasonable conditions the City or its agent may prescribe; and pay the reasonable expenses of the City or its agent. Any such duplicate Note shall constitute an original contractual obligation on the part of the City whether or not the destroyed, stolen or lost Note be at any time found by anyone, and such duplicate Note shall be entitled to equal and proportionate benefits and rights as to lien on, and source of payment of and security for payment from, the funds pledged to the payment of the Note so mutilated, destroyed, stolen or lost. Section 9. Form of Note. The Note shall be in substantially the form attached as Exhibit A to the Loan Agreement, with only such omissions, insertions and variations as may be necessary and desirable and permitted by this Resolution or by any subsequent ordinance or resolution adopted prior to the issuance thereof. Section 10. Covenants of the City. To the extent permitted by and in accordance with applicable law and budgetary processes, the City covenants and agrees to budget and appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues lawfully available in each Fiscal Year, amounts sufficient to satisfy the Annual Debt Service Requirement for such Fiscal Year and any Rebate Amount due during such Fiscal Year as provided in Section 11 hereof. Such covenants and agreements on the part of the City to budget and appropriate such legally available amounts as stated above shall be cumulative to the extent not paid, and shall continue until such legally available funds in amounts sufficient to make all such required Payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenants of the City, the City does not covenant to maintain any services or programs, now provided or maintained by the City, which generate Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor, except as provided below, does it preclude the City from pledging in the future its Non -Ad Valorem Revenues, nor does it require the City to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Lender a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the City. Such covenant to budget and appropriate Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereinafter entered into (including the payment of debt service on other bonds and other debt instruments of the City). However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of making available for the payment of the Payments, in the manner described herein, Non -Ad Valorem Revenues and to the extent permitted by applicable law placing on the City a positive duty to budget and appropriate, by amendment if necessary, amounts sufficient to meet its obligations hereunder; subject, however, in all respects to the restrictions of Section 166.241(2), Florida Statutes, which provides, In part, that the governing body of each municipality make appropriations for each Fiscal Year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources; and subject further, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the City or which are legally mandated by applicable law. Section 11. Tax Covenants. The City covenants and agrees to comply with the requirements applicable to it contained in the Code to the extent necessary to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes. City of Miami Page 7 of 10 File 10. 3122 (Revision. A) Printed on: IV1412017 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 3122 Enactment Number: Specifically, without intending to limit in any way the generality of the foregoing, the City covenants and agrees: (1) To pay to the United States of America, at the times required pursuant to Section 148(f) of the Code, any rebate amount ("Rebate Amount") determined pursuant to Section 148(f) of the Code; (2) To maintain and retain all records pertaining to and to be responsible for malting 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 tailing 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 f=unds, 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 f=unds, 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 casts of issuance of the Note and for the City to redeem and to refund the Bonds to be Refunded as herein provided, without further authority from this body. The City Manager and the City Clerk are authorized to make any and all changes on the form of the Note which small be necessary to conform the same to the proposed term sheet of the Lender. Execution of the Nate by the City Manager, the City Clerk, Risk Management Director, and the City Attorney shall be conclusive evidence of their approval of the form of the Note. Section 14. Amendments and Supplements to this Resolution. This Resolution shall be further amended and supplemented as necessary in order to accomplish the issuance of the Note or as necessary in connection with the purposes for which the Note are being issued or as necessary in connection with the redemption and refunding of the Bonds to be Refunded. Section 15. Severability. If any one or more of the covenants, agreements or provisions of this Resolution should be held contrary to any express provision of law or contrary City of Miami Page 8 of 10 File ID: 3922 (Revision: A) Printed on: 11/14/2017 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 3122 Enactment Number: to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed severed from the remaining covenants, agreements or provisions of this Resolution, or of the Nate issued hereunder, or regarding the redemption and advance refunding of a portion of the Bands to be Refunded. Section 16. Controlling Law; Members, Officials, Agents, Representatives and Employees of City Not Liable. All covenants, stipulations, obligations and agreements of the City contained in this Resolution shall be deemed to be covenants, stipulations, obligations and agreements of the City to the full extent authorized by the Act and provided by the Constitution and laws of the State. No covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, official, agent, representative or employee of the City in his or her individual capacity, and neither the members of the City Commission, the Mayor, the City Clerk, City Attorney, City Manager, Risk Management Director, the Chief Financial Officer, the Finance Director, nor any other official executing the Band shall be liabfie 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 Nate, 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 Adviser, Bond Counsel, City Manager, Chief Financial Officer, Finance Director, and City Attorney, or other necessary City officials, employees, representatives, and agents, including any Nate 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 1D: 3122 (Revision: A) Printed on: 1111412017 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 3522 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 Bands 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, Approvais, 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 29. 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 Pile IU: 3122 (Revision: A) Printed on: '191'14!2077 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. October 30, 2017 J P. Morgan Non -Rank Qualified Tax -Exempt Note in the amount of up to $61,500,000 and/or Taxable Note in the amount of up to $7,540,000 to be issued by the City of Miami October 30, 2017 Erica Paschal City of Miami epaschal@miamigrov.com Dear Erica, Sergio & Pete: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. J.P..Morgan Sergio Masvidal Pedro Varona Public Financial Management Public Financial Management masvidalslr�r�pfm.com varonU@-Vfm.com On behalf of JPMorgan Chase Bank, N.A_ ("JPMorgan"), we are pleased to propose for discussion indicative terms to the City of Miami for a Non -Bank Qualified Tax -Exempt Note in the amount of up to $61,500,000 and/or a Taxable Note in the amount of up to $7,500,000. subject to the following terms and conditions described herein (the "Proposal"). The proposed indicative terms included in the enclosed Summary of Terms and Conditions are for discussion purposes only and do not represent an offer or commitment to lend on the part of JPMorgan or its affiliates and will be subject to due diligence, credit analysis and approval, and documentation of detailed terms and conditions=satisfactory to JPMorgan and its legal counsel Should any of the enclosed terms and conditions conflict with the City of Miami's structuring parameters, we will be happy to discuss mutually acceptable alternatives. Should you have any questions regarding any of the indicative terms, please do not hesitate to contact either of us at the numbers set forth below: Ralph Hildevert Jackie Watson Executive Director Executive Director, Credit Risk Director 1450 Brick -ell Ave, Floor 33 450 S. Change Ave Miami, FL, 33131 Orlando, FL 32801 305-574-9320 407-236-5382 ralph.hildevert@,jpmorgan.com jpmorgan.com jackie.watson ugpmorgan.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 -I FI+ Annual Report: JPMorgan Chase & Co.'s most recent annual report may be accessed via the following website: https:Ilwwyapmarganchase_car nlec�rp©rate/investor-relationsiannual-reuorl-nroxv.htm We look forward to fitrther discussions with the City of Miami and its financing team regarding this proposal. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Confidential Yours sincerely, JPMORGAN CHASE BANK, N.A. j � '-- � - By: By: Ralph Hildevert Jackie Watson Relationship Executive Executive Director J.P Morgan 2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. J P. Morgan. CITY of MIAMI Nan -Bank (qualified Tax -Exempt Dote 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 Sank; NA or its affiliates ("JPMorgan") to provide the financing described in this Terre Sheet or any other financing. The rates and fees set forth in this proposal are indicative and are subject to market conditions at all times until JPMorgan will commit to in writing and. in any event should not be regarded as indicative atter the date of this Term Sheet. The terms in this proposal expire on November 28, 2017. SECTION I DESCRIPTION OF THE NOTES Issuer: City of Miami (the "Issuer") Purchaser: Tax -Exempt Note DNT Asset Trust and its successors and assigns (the "Purchaser"). DNT Asset Trust is a Delaware business trust, a wholly owned subsidiary of JPMorgan Chase Bank, N.A., and is an "accredited investor" under SEC Rule 541, Regulation D and a "qualified institutional buyer" under SEC Rule 144A. JPMorgan Chase Sank, N.A. (the "Noteholder Representative" or the Bank") and its successors and assigns, or any other entity subsequently appointed by the malority of the noteholders, shall act as the representative on behalf of the noteholder and shall be the Parte, which provides consent, direct remedies and takes all actions on behalf of the Purchaser and other noteholders under the Note Documents. Taxable Note JPMorgan Chase Bank, N.A. and its successors and assigns (the "Purchaser" or the "Bank"). Facility /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 Lip 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 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Confidential Statement Offering Memorandum or any other disclosure documentation. Each Purchaser shall take physical delivery of the Notes at closing. Purpose: Tax-Exe l2t 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 L. 2025 SECTION Ir 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 ebange daily until a written rate lock letter agreement is executed between the Issuer and the Bank: Payments 1 Amortization: Tax-Exem t Note Maturi Date Optional Redemption Date ** Indicative Fixed Rate*** February 1, 2031 NIA 2.46% February 1, 2031 FebruarX 1, 2022 2.62% "The Nate 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 Terni Sheet, an additional 36 basis ports would be added to the Indicative Fixed Rate shown above Taxable Mote Maturi Date O H0nal Redemption Date ** Indicative Fixed hate December 1, 2625 NIA 3.6711/a December 1, 2025 December 1, 2022 3.73% "The Note is callable at par on or after the Optional Redemption Date. Tax-Exem t Note Interest Payment Dates: February I and August 1, commencing February 1, 2018 Principal Payment Dates: February of each year, commencing February 1, 201$ Date Principal 2/1/2018 $ 1,410,000 21112019 $ 900,000 21112020 $ 925,000 2//12021 $ 950,000 2I12022 $ 6,015,000 2/112023 $ 61150,000 21112024 $ 5,296,000 2/1/2025 S 5,445,000 211/2026 S 51595,000 21112027 $ 6,756,000 211/2028 $ 6,915,000 21112029 $ 61080,000 2/112030 $ 6,245,000 2612031 $ 6,420,000 Total $ fil,100,000 JT.. Morgan THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Confidential Taxable Note Interest Payment Dates: lune 1 and December 1, commencing June 1, 2018 Principal Payment Dates: December of each year, commencing December 1, 2018 Date Principal 1211/2018 $ iss,000 121112019 $ 165,000 12/112020 $ 670,000 121112021 $ 665,000 12/1/2022 $ 666,0o0 121112023 $ 670,000 121112024 $ 670,000 12/112026 1 $3,805,000 Total I $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 BasislYear: 30/360 Base Rate: The higher of (i) the Bank's Prime Rate and (ii) 2.5% plus the one month Adjusted LIBOR Rate, as such terms will be more particularly described in the related note documents. Default Rate: Base Rate + 4.00% SECTION III OTHER NOTE TERMS AND PROVISIONS Security: Covenant to budget and appropriate legally available non -ad valorem revenues sufficient to repay principal and interest on the Notes. Drawdown: The proceeds of the Notes will be fully drawn on the date of issuance. Required Documents: The terms of this financing will 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.P.Morgan 3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 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 2.40 days of the fiscal year end. 2. Additional information as reasonably requested by the Bank. Tax Gross -/:rip: Tax-Exem@Note In the event that the 'Fax -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 -Exempt Note Purchaser will not require any adjustment to the, Interest Rate for f11 changes to the regulatoor environment or required regulatory capital, or(ii) changes due to a decline in the Issuers 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 Nate In the event of a change in the Corporate Tax Rate (as hereinafter defined) during any period where interest is accruing on a tax-exempt basis causes a reduction in the tax equivalent yield on the Tax -Exempt Note, the interest payable on the Tax -Exempt Note will be increased to compensate for such change in the effective yield to a rate calculated by multiplying the note interest rate by the ratio equal to (1 minus A) divided by (I minus B), where A equals the Corporate Tax Rate in effect as of the date of the corporate tax rate adjustment as announced by the IRS and B equals the Corporate Tax Rate in effect on the date of the original issuance of the Note. The Corporate Tax Rate will mean the highest marginal statutory rate of federal income tax imposed on corporations and applicable to the Bank (expressed as a decimai). Should the Issuer request removal of the `Charge in Tax Rate' provision an additional 36 basis paints would be added to the Indicative Fixed Rate as indicated on Section Il. Sale / Assignment: The Issuer will agree that each Purchaser may without limitation (i) at any time sell, assigm pledge or transfer a[] or a portion of each Note, or one or more interests in all or any pari 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 Term Sheet and any Note Documents will be governed by the laws of the State of Florida. SECTION IV OTHER BANK REOUIREMENTS Municipal Advisor Disclosure: The Issuer acknowledges and agrees that (i) the transaction contemplated herein is an arm's length commercial transaction between the Issuer and the Bank and its affiliates, (ii) in connection with such transaction, the Bank and its affiliates are acting solely as a principal and not as an advisor including, without limitation, a "Municipal Advisor" as such term is defined in Section 15B of the Securities and Exchange Act of 1934, as amended, and the J P. Morgan 4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Confidential related final rules (the "Municipal Advisor Rules"), agent or a fiduciary of the Issuer, (iii) the Bank and its affiliates are relying on the Bank exemption in the Municipal Advisor Rules, (iv) the Bank and its affiliates have not provided any advice or assumed any advisory or fiduciary responsibility in favor of the Issuer with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (whether or not the Bank, or any affiliate of the Bank, has provided other services or advised, or is currently providing other services or advising the Issuer on other matters), (v) the Bank and its affiliates have financial and other interests that differ from those of the Issuer, and (vi) the Issuer has consulted with its own financial, legal. accounting, tax and other advisors, as applicable, to the extent it deemed appropriate. 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 judgment. Legal Counsel: The Bank will engage Locke Lord LLP as the Purchaser's legal counsel. Mark -David Adams will be acting in the capacity of attorney representing the Purchaser. Legal fees are estimated at $6,500 per facility or $9,500 for both facilities Mark -David Adams Locke Lord LLP 525 Okecchobee Boulevard, Suite 1600 West Palm Beach, FL 33401 561-820-0281 mark.adams@lockelord.com Information Sharing: The Issuer will agree that each Purchaser may provide any information or knowledge. such Purchaser may have about the Issuer or about any matter relating to each Facility described in this Term Sheet to .IPMorgan Chase & Co., or any of its subsidiaries or affiliates or their successors, or to any one or more purchasers or potential purchasers of the Notes, or participants or assignees of the Notes or each Facility described in this letter. Website Disclosure: As a best practice to maintain transparency, final documentation may be posted by the Issuer on a national public bond market repository provided that certain information be redacted by the Issuer as directed by the Bank. Items that should be redacted include pricing, financial ratio covenants, signatures/names, account numbers, wire transfer and payment instructions and any other data that could be construed as sensitive information. Confidentiality: This Term Sheet is for the Issuer's confidential review and may not be disclosed by it to any other person other than its employees, attorneys, board members and financial advisors (but not other commercial lenders), and then only in connection with the transactions being discussed and on a confidential basis, except where disclosure is required by law, or where the Purchaser consents to the proposed disclosure. JYMorgan Q z LU LU Ow �w z O z H Q � U � J H Q z Q O W ~ Y O W U D �OQO� ix J O Q LL 0 Z O U) L2 0 O w w 2017 RefinancIN ings Special Obligation (CB&A) Refunding Bonds, Series 2017A • Refinancing 2009 Pension Obligation Bonds (Taxable) Special Obligation (CB&A) Refunding Bonds, Series 2017B Refinancing 2011A Special Obligation Bonds (Tax-exempt) PFM Financial Advisors LLC 255 Alhambra Circle, Suite 404 Coral Gables, FL 33134 �. * INciir Olaf($ r1 u le0RXil a z LU LU O (n LU z 0 O z Pa � U _ J H Q cn z Uw Qo� ~ Y O LU �OaO� J U H O Q LL oz0 �Ow Executive Summary 0 PFM identified two refunding candidates; Non -Ad Valorem Refunding Revenue Bonds, Pension Series 2009 (Taxable), and Special Obligation Bonds, Series 2011A (Tax -Exempt) * The City sought proposals from lending institutions for these two discrete transactions. Four (4) proposals were received on October 30, 2017 • Issuing a Special Obligation Non- Ad Valorem Revenue Refunding Bund, 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 ar 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 PFM 2 a z LU LU OU) �w zm O z P:a M U � J U) z =)a u)E2w 202 U?M z Y O U LU 0 2 in U) M _ J UH 0 L 0 Z O U)0o �Ow 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 stich as crass -default and acceleration • Second lowest -cast proposal provided an indicative rate as of the date of the proposal of 2.46%, ptus 0.36% to waive "tax gross up language" (recommended) - All -in rate of 2.82% as of the date of the proposal • ANT Asset Trust, a wholly owned subsidiary of JPMorgan Chase Bank, N.A., would act as the "Purchaser" amount. Effectively negates the economics of a future refinancing • Results in estimated Net Present Value Savings of 10.04% or $5.32 million PFM Citv of Miami 5gecial dbliRation Refundinw 2017 Refunding !P Morgan Stats Tax Language Removed Language Indicative Rate Tax Adjustment* 2.45% 0.57% 2.45'% 0.36% Fina! Rate 3.03% 2.82% *Assumes the current 35% corporate tax rate decreases to 20% SAVINGS Date The City of Miami, Florida Proposed Refiinding of Series 2011A Prior Refunding Debt Service Debt Service Savings�[r� Present Value to 11/2812017 2.8953698%, 12/01/2018 3,018,342.50 2,553,I57,50 465,185.00 453,372.53 12/01/2019 3,018,342.50 2,555,779.50 462,563.00 437.818.29 12/0U2020 3,018,342.50 2,555,470.00 462,872.50 425,530.62 12/01/2021 3,01.8,342.50 2,554,455.50 463,887.00 414,226.70 12101/2022 7,002,386.25 6,535,772.00 466,614,25 405,293.09 12/0112023 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 12/0112025 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 1'_10112027 7,003,256.25 6,538,602.00 464,654.25 352,565.07 12101/2028 7,003,900.00 6,538,843.50 465,056.50 343,799.86 1210112029 7,002,600.00 6,539,3,51.50 463,238.50 333,721.94 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 75,5$4,154,50 6,501,184.25 5,318,761.59 3 a z LU O� LU zm O z P: U � J vi z (mow a O z Y O U D J LU U H O a LL Z O mow Refinancing of 2009 Taxable pension Bonds • Refinancing the existing Nan -Ad Valorem Refunding Revenue Bonds, Taxable Pension Series 2009 (approximately $6.4MM) • Lowest -cost proposal provided an indicative rate as of the date of the proposal of 3.172% • PNC Financial Services would act as the "Purchaser" • Optional prepayment at anytime at the "Make -Whole" amount. Effectively negates the economics of a future refinancing Provision that if City falls below BBB- rating, proposed pricing would increase 50 basis points • Although extremely unlikely, this represents the "worst case scenario' and thus is represented in the numbers shown here • Results in estimated Net Present Value Savings of 9.05% or $675,000 SAVINGS The City of Mimni. Florida Taxable Refinidi ng of Series 2009 Present Valine Date Prior Debt Service Refinnding Debt Service Savings to 11/28/2017 @ 2.8953699% 12/01/2017 235,286.25 235,286 25 235,229.89 12/01/2018 470,572.50 421.399.09 49.173.41 49317.84 12/01/2019 470.572.50 423.790.40 46.782,10 45.536.42 12/01/2020 970,572.50 923,098.80 47,473.70 44,918.15 12/01/2021 945.572.50 898.863.60 46,708.90 42,894.30 12/01/2022 929.872,50 884.628.40 45,244.I0 40,338.56 12/01/2023 912.772,50 865.026.00 47,746.50 41,224.84 12/01/2024 894,272.50 845.240.00 49,032.50 41.026.85 12/01/2025 4.406.237.50 3,960.270.40 45.967.10 37,3+5,35 9.835.731.25 9,222.316.69 613,414.56 577.612.21 0 PFM 4 a Z LU LU OU) �w Zm O Z 1= a M U � J H Q Z Q O W Z Y O U D � LU in J U H O a u_ Z O �0o O w 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 Data Event Responsibility October 2 Distribute Distribution List 0 Timetable f 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 Re5olution, 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 Novem4er 16 City Commission Meetin! — Adopt Resolution, Award Note City November 17 Circulate Finalized Loan Agreement BC November 27 & 28 Pre-closing and Closing All 9 PFM 5 Q z LU LU O u) �w z O z H Q � U � J z Q0W LU � a- ~ Y O LU �OQO� UH J O Q LL p z O W 5 p O w Preliminary Financing Estimates 0 PFM THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT 0 Pfm END OF THIS DOCUMENT. Mote: Preliminary numbers for discussion purposes only. Nov 8, 2017 9:05 ern Prepared by FFM Financial Advisors LLC Page: i SOURCES ARID USES OF FUNDS The City of Miami, Florida Series 2017 Special Obligation Refunding Preliminary Numbers Indicative states as of Oct. 30 Worst Case Scenario (20% Tax Rate Assumed) 2017 taxable {PNQ and 2017 tax exempt (3P 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 201 ]A 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 23I,450,00 Other Uses of Funds: Additional Proceeds 606.69 3,421.47 4,028.16 7,465,000.00 6I,100,000.00 68.565,000.00 Mote: Preliminary numbers for discussion purposes only. Nov 8, 2017 9:05 ern Prepared by FFM Financial Advisors LLC Page: i Bond Component THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. BLIND 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% Net Interest Cost (MC) 3.672000% All -in TIC 3.837757% Average Coupon 3.672000%p 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 (per 51000) Average Takedown Other Fee Total Underwriter's Discount Bid Price Par Value 100,000000 Average Average PV of 1 by Price Coupon Life change Bond Component 7,465,000.00 100.000 3.672%u 6.411 4,182.80 7,465,000.00 6.411 4,182.80 All -In Arbitrage TIC TIC Yield Par Value 7,465,00000 7.465.000.00 7,465,000.00 + Accrued Interest + Premium (Discount) - Underwriter's Discount - Cost of Issuance Expense - Other Amounts Target Value 7,465,000.00 Target Date 11/28/2017 Yield 3.671950% -69,000.00 7,395,000.00 11/28/2017 3.837757% 7,465,000.00 11/28/2017 2195370% Nov 8, 2017 9x05 am Prepared by PFM Financial Advisors LLC Page 2 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT pfm END OF THIS DOCUMENT. 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 (IVIG) 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 61.100000.00 Total Interest 14,494,15C50 Net Interest 14,484,154.50 Total Debt Service 75,584,154.50 Maximum Annual Debt Service 6,539,361.50 Average Annual Debt Service 5,736.937.72 Underwriter's Fees (per $1000) Average Takedown Other Fee Total Underwriters Discount Bid Price 100.000000 Par Average Average PV of i 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 61,100,000,00 61,1.00,000,00 + Accrued Interest + Premium (Discount) - Underwriter's Discount - Cost of Issuance Expense -162,450.00 - Other Amounts Target Value 61,1.00,000,00 60,937,550.00 61,100.000.00 Target Date 11/28/2017 11/28/2017 11/2812017 Yield 2.820305% 2.856731% 2.895370%a Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT 0 Pfrn END OF THIS DOCUMENT. 64IlLT, IIV,0 =4 0 : a1!.11 b' Special Obligation NAV Revenue Refunding Bonds, Series 2011A SERIAL 02/01/2022 The City of Miami. Fiorida 2,215,000.00 02/0112021 Series 2017 Special Obligation Refunding 02/01/2023 5.000% Preliminary Numbers 02/01/2021 100.000 Indicative Rates as of Oct. 30 5.200% Worst Case Scenario (20% Tax Rate Assumed) 02141/2021 2017 taxable (PNC} and 2017 tax exempt (7P Morgan) 02/01/2025 Maturity Interest Par Call Call Bond Date Rate Amount slate Price Taxable Series 2009 Bonds: 02/01/2021 100.000 TERM23 12/01/2020 7.000% 500,000.00 12/01/2019 100.000 12/01/202I 7.000% 510,000.00 12/01/2019 100.000 12/0112022 7.000% 530,000.00 12/01/2019 100./100 12/0112423 7.000% 550,000.00 12/01/2019 100.000 TERM25 I2/01/2024 7.550% 570,000.00 12/01/2019 100.000 12/01/2025 7.550% 3,725,000.00 12/01/2019 100.000 02101/202I 6,385,000.00 02/01/2031 Special Obligation NAV Revenue Refunding Bonds, Series 2011A SERIAL 02/01/2022 5.000°A 2,215,000.00 02/0112021 100.000 02/01/2023 5.000% 4,290,000.00 02/01/2021 100.000 02/0112024 5.200% 4,515,000.00 02141/2021 100.000 02/01/2025 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%4 5,355,000.00 02/01/2021 100.000 02/0112028 6.000% 5.680,000.00 02/01/2021 100.000 02/01/2029 6,000%d 6,030,000.00 02/OI/2021 100.000 02/01/2030 6.000%a 6,400,000.00 02101/202I 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 S. 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 4 SUMMARY OF REFUNDING RESULTS THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT PfM END OF THIS DOCUMENT. SUMMARY OF REFUNDING RESULTS Nov 8, 2017 9.05 am Prepared by FFM Financial Advisors LLC Page 5 The City of Miami., Florida Series 2017 Special Obligation Refunding Preliminary Numbers Indicative Rates as of OCL 30 Worst Case Scenario (20%o Tax Rate Assumed) 2017 taxable (PNC) and 2017 tax exempt (7P Morgan) Taxable Proposed Refunding of Refunding of Series 2009 Series 2011A Total Dated Date 11/28/2017 11/28/2017 11/28/2017 Delivery Date 11/28/2017 11/28/2017 11/28/2017 Arbitrage Yield 2.995370% 2.895370°/4 2.895370% Escrow Meld 1.202984% 1.437774% 1.421031% Value of Negative Arbitrage 225,458.61 2,509,273.80 2,733,732.41 Bond Par Amount 7,465,000.00 61,100,000.00 68,565,000.00 True Interest Cast 3.671950%0 2.820305% 2.895370%0 Net Interest Cast 3.672000% 2.82.0000% 2.892619% Average Coupon 3.672040% 2.8200000/a 2.892619% Average Life 6.411 8.406 8.189 Par unount of refunded bands 6,385,040.00 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 ofprivrdebt 8,376,770.90 66,084,602.90 74,461373.80 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 bands 7.745732% 8.710611% 8.605560% Nov 8, 2017 9.05 am Prepared by FFM Financial Advisors LLC Page 5 SAVINGS THIS DOCUMENT IS A SUBSTITUTION TO 'Ilse City of Miami, Florida ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT Taxable Refunding of 0 Pf M END OF THIS DOCUMENT. SAVINGS Savings Summan° PV of savings from cash flow Pius. Refunding funds can hand Net PV Savings 577,6I2.21 606.69 578,218.90 Nov 8, 2017 9:05 am Prepared by PFM financial Advisors LLC Page 6 'Ilse City of Miami, Florida Taxable Refunding of Series 2009 Present Value Prior Refunding to 11/28/2017 Date Debt Service Debt Service Savings Q 2.8953698% I2101/2017 235,286.25 235,286.25 235229.89 12/0I12018 470,572.50 421,399.09 49,173.41 49,117.84 12/01/2019 470,572.50 423,790.40 46,782.10 45,536.42 12/01/2020 970,572.50 923,098.80 47,473.70 44,918.15 12/01/2021 945,572.50 898,863.60 46,708.90 42,994.30 12/01/2022 923,872.50 894,629.40 45,244.10 40,338.56 12/01/2023 912,772.50 865,0266.00 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 9,722,316.69 613,414.56 577,612..21 Savings Summan° PV of savings from cash flow Pius. Refunding funds can hand Net PV Savings 577,6I2.21 606.69 578,218.90 Nov 8, 2017 9:05 am Prepared by PFM financial Advisors LLC Page 6 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT 0 pfm END OF THIS DOCUMENT. SAVINGS Date The City of Miami, Florida Proposed Refunding of Series 2011 A Prior Refunding Debt Service Debt Service Savings Present Value to 11/28/2017 @ 2.8953698% 12/01120I8 3,018,342.50 2,553,157.50 465,185.00 453,372.53 12/01/2019 3,018,342.50 2,555,779.50 462,563.00 437,818.29 12/01/2020 3,018,342.50 2,555,470.00 462,872.50 425,530.62 12101/2021 3,018,342.50 2,554,455.50 463,887.00 414,226.70 1210112022 7,002,386.25 6,535,772.00 466,614.25 405,293.09 12/01/2023 6,999,180.00 6,532.,798.00 466,382.00 394,035.87 1210112024 6,999,540.00 6,535,735.00 463,805.00 381,223.70 12/0112025 7,000,012.50 6,534,442.00 465,570.50 372,559.14 12/01/2026 7,002,543.75 6,538,778.00 463,765.75 361,323.97 12/01/2027 7,003,256.25 6,538,602.00 464,654.25 352,565.07 12/01/2028 7,003,900.00 6,538,843.50 465,056.50 343,799.86 12/0112029 7,00200.00 6,539,361.50 463,238.50 333,721.94 12/01/2030 6,999,700.00 6,535,085.50 464,6I4.50 326,277.43 12101/2031 6,998,850.00 6,535,874.50 462,975.50 317,013.39 82,085,338.75 75,584,154.50 6,501,I84.25 5,318,761.59 Savings Summajy PV of savings from cash flow 5,318,761.59 Plus: Refunding funds on hand 31421.47 Net PV Savings 5,322,183.06 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisers LLC Page 7 Net Proceeds 7,465,000.00 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 9 THIS DOCUMENT IS A SUBSTITUTION TO pfm ORIGINAL. BACKUP ORIGINAL CAN BE SEEN END OF THIS DOCUMENT. AT Delivery Bate 11/18/2017 First Coupon 06/01/2018 Par Amount 7,465,000.00 Original Issue Discount BOND PRICING Production 7,465,000.00 1W000000% Underwriter's Discount The City of Miami, Florida 7,465.000.00 100.000000% Accrued Interest Taxable Refunding of Series 2009 Maturity Bond Component Date Amount Rate Yield Price Bond Component: 12/01/2018 145,000 3.672% 3.672% 100.000 12/01/2019 155,000 3.672% 3.672% 100.000 12/01/2020 660,000 3.672% 3.672% 100.000 12/01%2021 660,000 3.672% 3.672% 100,000 12/01/2022 670,000 3.672% 3.672% 100.000 12101/2023 675,000 3.672% 3.672% 100.000 12101/2.024 680,000 3.672% 3.672% 100.000 12/01/2025 3,820,000 3.672% 3.672% 100.000 Net Proceeds 7,465,000.00 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 9 7,465,000 Dated Date 11/28/2017 Delivery Bate 11/18/2017 First Coupon 06/01/2018 Par Amount 7,465,000.00 Original Issue Discount Production 7,465,000.00 1W000000% Underwriter's Discount Purebase 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 9 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. BOND PRJCENG The City of Miami, Florida Proposed Refunding of Series 2 011 A Maturity Bond Component Date Amount Rate Yield Price Bond Component. 02/01/2018 1,410,000 2.820% 2.820% 100.000 02101/2019 885,000 2.820% 2.820% 140.400 02101/2020 910,000 2.820% 2.8200% 100.000 02/01/2021 935,000 2.820% 2.820% 100.000 02/01/2022 5,000.000 2.820% 2.820% 100.004 02/01/2023 5, I40,000 2.820% 2.820% 100.000 02/01/2024 5,290,000 2.820%4 2.820% 100.000 02/01/2025 5,440,000 2.820%a 2.820% 100.000 02/01/2026 5,600,000 2.820% 2.820% 100.000 02/01/2027 5,760,000 2.820% 2.820% 100.000 02/01/2.028 5,925,000 2.820% 2.820% 100.000 02/01/2029 6,095,000 2.820% 2.8200/6 100.000 02/01/2034 6,265,000 2.820% 2.820%® 100.000 02/01/203I 6,445,000 2.820%a 2.820% 100.000 Net Proceeds 61,100,040.00 r Nov 81 2017 9:05 am Prepared by PFM Financial Advisors LLC - Page 9 61,140,QDD Dated Date 11/28/2017 Delivery Date 11/2812017 First Coupon 02/01/2018 Par Amount 61,100,000.00 Original Issue Discount Production 61,100,400.00 100.000000% Underwriter's Discount Purchase Price 61,100.000.00 100.000000%n Accrued Interest Net Proceeds 61,100,040.00 r Nov 81 2017 9:05 am Prepared by PFM Financial Advisors LLC - Page 9 Period Ending THIS DOCUMENT IS A SUBSTITUTION TO Coupon ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT 0 Pfm END OF THIS DOCUMENT. 06/0112018 BOND DEBT SERVICE The City of Miami, Florida 139,341.69 Taxable Refunding of Series 2009 Period Ending Principal Coupon Interest Dcbt Service Annual Debt Service 06/0112018 139,341.69 139,341.69 12/01/2018 145,1100 3.672% 137,057.40 282,057.40 421,399.09 06101/2019 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 12101.12020 660,000 3.672% 131,549.40 791,549.40 923,098.80 06/01/2021 119,431.80 119,431.80 I2101/2021 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 12101/2023 675,000 3.672% 957013.00 770,013.00 865,026.00 06/01/2024 82,620.00 82,620.00 12/01/2024 680,000 3.672% 82,620.00 762,620.00 845,240.00 06/01/2025 70,135.20 70,135.20 12/01/2025 3,820,000 3.672% 70,135.20 3;890,135.20 3,960,270.40 7,465,000 1,757,316.69 9,222,316.69 9,222,316.69 Nov 8, 2017 9.05 am Prepared by PFM Financial Advisors LLC Page 10 Pfm Period Ending Principal THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. BOND DEBT SERVICE The City of Miami. Florida Proposed Refunding of Series 2011 A Annual Coupon Interest Debt Service Debt Service 02/0112018 1,410,000 2.820% 30I,528.50 1,711,528.50 08/0112018 841,629.00 841,629.00 1210112018 2,553.157.50 02/0112019 885,000 2.820% 841,629.00 1,726,629.00 08/01/2019 829,15050 829,150.50 12/01/2019 2,555,779.50 02/01/2020 910,000 2.820% 829,150.50 1,739,150.50 0810112020 816,319.50 816,319.50 12101/2020 2,555,470.00 02/0112021 935,000 2.820% 816,319.50 1,751,319.50 08/01/2021 803,136.00 803._136.00 12/01/2021 2,554,455.50 02/0I/2022 5,000,000 2.820% 803,136.00 5,803,136.00 08/01/2022 732,636.00 732,636.00 I210112022 6,535,772.00 02101/2023 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 02101/2024 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 02101/2025 5,440,000 2.820% 585,573.00 6,025,573.00 08/01/2025 508,869.00 508,869.00 12/01/2025 6,534,442.00 02101/2026 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 02/0I12027 5,760,000 2.820% 429,909.00 6,189,909.00 08/0112027 348,693.00 348,693.00 12/01/2027 6,538,602.041 02/01/2028 5,925.000 2.820% 348,693.00 6,273,693.00 08/01/2028 265,150.50 265,150.50 12/01/2028 6,538,843.50 0210112.029 6.095,000 2.820% 265.150.50 6,360,150.50 08/0112029 179,211.00 179,211.00 12/0112029 6,539,361.50 0210112030 6,265,000 2.820% 179,211.00 6,444,21L00 08/0112030 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 12/0112031 6,535.874.50 61,100,000 14,484,154.50 75,584,154.50 75,584,154.50 Nov 8, 2017 9.05 ant Prepared by PFM Financial Advisors LLC Page i 1 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT 0 Pfm END OF THIS DOCUMENT. ESCROW ItEWREMENTS The City of Miami, Florida Taxable Refunding of Series 2009 Period Principal Ending Interest Redeemed Total 12/01/2417 235,28625 235,286.25 06/01/2018 235,286.25 235,286.25 I2101/2018 235,286.25 235,286.25 06/01/2019 235,286.25 235286.25 12/41/2019 235,286.25 6,385,000.00 6,620286.25 1,176,431.25 6,385,000.04 7,561,431.25 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 12 pfrn THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. ESCROW REQUfREMENTS Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 13 The City of Miami, Florida Proposed ReFunding of Series 2011 A Period Principal Ending Interest Redeemed Total 02/01/2018 1,509,171.25 I,509,171.25 08101/2018 1,509,171.25 1,509,171.25 02/0112019 1,509,171.25 1,509,171.25 08/01/2019 1,509,17L25 1,509,171.25 02/0112020 1,509,171.25 1,509,171,25 08/01/2020 1,509,171.25 1,509, I71.25 02101/2021 1,509,171.25 52,975,000.00 54,484,171.25 10,564,1.98.75 52,975,000.00 63,539,198.75 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 13 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT 0 pfm END OF THIS DOCUMENT. COST OF ISSUANCE Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 14 The City of Miauni, Florida Series 2017 Special Obligation Refunding Preliminary ]*lumbers Indicative Rates as of OcL 30 Worst Case Scenario (20% Tax Rate Assumed) 2017 taxable (PNC} and 2017 tax exempt (]P 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 95,125.00 117,62.5.04 Bank Counsel Fee 10,000,00 10,000.00 20,000.00 Counsel Expenses (est.) 4,000.00 4,000.40 8;000.00 DAC Fee 2,504.00 2,500.00 5,000.00 Miscellaneous 5,000.00 5,000.00 10,000.00 59,004.00 162,450.00 231,454.00 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 14 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT 0 P f M END OF THIS DOCUMENT. FORM 8035 STATISTICS The City of Miami, Florida Taxable Refunding of Series 2009 Dated Date 1112812017 Delivery Date 11/28/2017 Redemption Bond Component Date principal Coupon Price Issue Price at Maturity Bond Component: 12/01/2018 145,000.00 3.672% 100.000 145,000.{10 145,000.60 12/01/2019 155,000.00 3.672% 100,000 155,000.00 155,000.00 12/01/2020 660,000,00 3.672% 100.060 660,000.00 660,000.00 12/01/2021 660,000.00 3.672% 100.000 660,000.00 660,000.00 12/01/2022 670,000.00 3.672% 100.000 670,000.00 670,000.00 12/01/2023 675,000.00 3.672% 100.000 675,000.00 675,000.00 12/01/2024 680,000.00 3.672% 100,000 680;000.00 680;000.00 I2/01/2025 3,820,600.00. 3.672% 160.000 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 3,820,000.60 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 000 Proceeds allocated to reasonably required reserve or replacement fund 4.00 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 I LC Page 15 Bond Component THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. FORM 8038 STATISTICS The City of Miami, Florida Taxable Refunding of Series 2009 Refunded Bonds Date Principal Coupon Price Issue Price. Taxable Series 2009 Bands: TERM23 12101/2020 500,000.00 7.000% 96.058 480,290.00 TERM23 12/01/2021 510,000.00 7000% 96.058 489,895.80 TERM23 12/01/2022 530,000.00 7.000% 96.058 509,107.40 TERM23 12141/2023 550,000.00 7.000% 96.058 528,319.00 TERM25 12/01/2024 570,000.00 7.550% 100.000 570,000.00 TERM25 12/01/2025 3,725,000.00 7.550% 100.000 3,725,000.00 6,385,400.00 6,302,612.20 Remaining Last Weighted Call Issue Average Date pate Maturity Taxable Series 2009 Bonds 12/01/2039 07116/2009 6.8160 All Refunded Issues 12/01/2019 6.8I60 Nov S. 2017 9:05 am Prepared by PFM Financial Advisors LLC Page;[ THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT 0 PfM END OF THIS DOCUMENT. Bond Component Bond Component: FORM 8038 STATISTICS The City of Miarni, Florida Proposed Refunding of Series 2011A Dated Date Delivery Date Date Principal 11/2&/2017 11/28/2017 Redemption Coupon Pricc Issue Price at Maturity 02/01/2018 1,410,000.00 2.820% 100.000 I,410,000.00 1,410,000.00 02/01/2099 885,000.00 2.920% 100.000 885.000.00 885,000.00 02/0I/2020 910,000.00 2.820% 100.000 9901000.00 910,000.00 02/01/2021 935,000.00 2.820% 100.000 935,000.00 935,000.00 02/01/2022 5,000,000.00 2.820% 100.000 5,000.000.00 5,000,000.00 02/01/2.023 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 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 5,500,000.00 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 02101/2.029 6,095,000.00 2.820% 100.000 6,095,000.00 6,095,000.00 02/0112030 6,265,000.00 2.820% I00.000 6,265,000.00 6,265,000.00 0210112031 6,445,000.00 2.820% 100.000 6,445,000.00 6,445,000.00 61,100,000.00 61,100,000.00 61,100,000.00 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 02/0112031 2.820% 6,445,000.00 6,445,000.00 Entire Issue 61,100,000.00 61;100,000,00 8.4063 2.8954% Proceeds used for accrued interest Proceeds used for bond issuance costs (including underwriters' discount) Proceeds used for credit enhancement Proceeds allocated to reasonably required reserve or replacement fund Proceeds used to currently refund prior issues Proceeds used to advance refund prior issues Remaining weighted average maturity of the bands to be currently refunded Remaining weighted average maturity of the bonds to be advance refunded 0.00 162,450.00 0.00 0.00 0.00 60934,128.53 0.0000 9.1645 Nov 8. 2017 9:05 am Prepared by FFM Financial Advisors UC Page 17 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. FORM 8038 STATISTICS The City of Miami, Florida Proposed Refunding of Series 2011A Refunded Bonds Bond Component Date Principal Coupon Price Issue Price Special Obligation NAV Revenue Refunding Bonds, Series 201 IA: SERIAL 02101/2022 2,215,000.00 5.0001/lo 100.676 2,229,973.40 SERIAL 02{0112023 4,290,000.00 5.000% 99.565 4,271,338.50 SERIAL. 02/01/2024 4,515,000.00 5.200% 100.000 4,515,000.00 SERIAL 02101/2025 4,770,000.00 5.750%a 103.104 4,918,060.80 SERIAL 02/01/2026 5,055,000.00 5.750% 102.279 5,170,203.45 SERIAL 02/01/2027 5,355,000.00 5.750% 101.981 5,461,082.55 SERLAL 02,10I/2029 5,580,000.00 6.0001/a 103.218 5,862,782.40 SERIAL 02/01/2029 6,030,000.00 6.000x/4 102.623 6,188,166.90 SERIAL 02!10112030 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 B[I]ND 02/01/2022 1,870,000.00 4.875% 99.713 1,864,633.10 52,975,000.00 53,943,55830 Remaining Last Weighted Call Issue Average Katie Late Maturity Special Obligation NAV Revenue Refunding Bands, Series 2011A 02/0I/2021 07121/2011 9.1645 All Refunded Issues 02/0112021 9.1645 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors I.LC Page 18 roj Q z LU LU OU) �w zm O z H Q D U � J H Q U)z �,z Q0LU LU U) ~ Y O LU �OQOU) J U H O Q LL p Z O Up O w esponse Summary Matrix Q PPM 7 H Q Z Lu Lu O(n LU Zm O Z H Q � U � J (1) z 0 H inEEw QO2 cn a- -n ~ Y O W U D �OQO� J U H O Q LL 0 Z O cn 0 0 O w City of Miami Special Obligation Refunding efunding of Series 2011A {Tax -Exempt} and Series 2009 B Loan RPP Summary tes are based on October Rates are based on October Rates are based on October 3 17 and are subject to 30, 2017 and are subject to 27, 2017 and are subject to unless a written change daily unless a written change daily. Bank will Rate Locked to Closing, or Rate Rates valid until November Chang aily u to be set 30, 2017 rate lock ement is rate lock agreement is consider a rate lock executed be en the bank executed between the bank agreement to be executed the City and the City and between the bank and the City Jacqueline Bretz Ralph Hildevert Nick Ayotte Stephen Lenehan T: 866.617.2337 1450 Brickell Ave., 33rd Vice President, Public 450 S Australian Ave Series 2009 - 1211/25 F: 866.617,2330 Floor Finance West Palm Beach, FL 33401 jaci.bretz@capitalone.,com Miami, FL 33131 16744 San Carlos Boulevard T: 561.650.2364 Contact In ation T: 305,579. 9320 Fort Myers, FL 33908 stephen.ienehan@wellsfargo. Prepayment Penalty provision, or In 2022 for an p additional 16 TE or 6 { ) F:305.351.8451 (p) 239-437-3736 aom 2049 -Prepayment after raIph.hildevert@jpmorgan.co (fj 239-433-0359 callable in 2025 for 10 M nichvlas,ayotte@pnc. Com Series to be Refunded les 2011A (Tax- Exempt) Series 2011A (Tax -Exempt) Series 2011A (Tax -Exempt) Series 2011A (Tax -Exempt) $8,o00 Taxable, $10,000 Sen 2009 (Taxable) Series 2009 (Taxable) Series 2009 (Taxable) Series 2009 (Taxable) both Fixed Ra Indicative Rate: Indicative Rate: Indicative Rate: Interest Rate Change in tax cafe language Change in tax rate language Ch e in tax rate language Series 2011A - 8°/o Series 2011A - 2.46°/° Series 2011A - 2.89°f° Series 2011A , 2.36% Series 2009 - 4.25 Series 2009 - 3.67% Series 2009 - 3.172% Series 2049 - 3.35°% tes are based on October Rates are based on October Rates are based on October 3 17 and are subject to 30, 2017 and are subject to 27, 2017 and are subject to unless a written change daily unless a written change daily. Bank will Rate Locked to Closing, or Rate Rates valid until November Chang aily u to be set 30, 2017 rate lock ement is rate lock agreement is consider a rate lock executed be en the bank executed between the bank agreement to be executed the City and the City and between the bank and the City Final Maturity Series 2011A - 211131 Series 2011A - 211137 Series 2011A - 211131 Series 2011A - 211131 Series 2009 - 1 211125 Series 2009 - 12/1125 Skies 2009 - 12/1/25 Series 2009 - 1211/25 2011A - Prepayment after 211124 on any interest date Prepayable with make -whole Make -whole prepayment. Tax Prepayment Penalty provision, or In 2022 for an p additional 16 TE or 6 { ) Make -whole payment exempt issuance can be 2049 -Prepayment after callable in 2025 for 10 12/1121 on any payment date (Taxable) bps additional bps Bank Counsel Fee None $6500 each, or $9,500 for $8,o00 Taxable, $10,000 both $15,000 both 30,000 Change in tax cafe language Change in tax rate language Ch e in tax rate language can remove for additional 36 (cappe t 35 bps) bps Increased pricing if rating falls to Baa3 or below Cross default ther parity Other Conditions indebtedness Clawback language Amendment Fees Prepared by PFM Pinanoal Advisors, LLC 111117017 `o • .,E City of Miami uckir n,nk Legislation Resolution File Number: 3122 SUBSTITUTED City Hall 3500 Pan American drive Miami. FL 33133 www.miamigov.com Final Action Da A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT , PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED SIXTY-ONE MIL ON FIVE HUNDRED THOUSAND DOLLARS ($61,500,000.00) IN AGGREG E PRINCIPAL AMOUNT OF A CITY OF MIAMI, FLORIDA ("CITY"} SPE L OBLIGATION NON- AD VALOREM REVENUE REFUNDING NOTE, RIES 2017 (""NOTE") AND THE COSTS OF ISSUANCE THEREOF; APP VING THE SELECTION OF THE PROPOSAL FROM , OR ITS AFFILIATE("LENDER") AND PROVIDING FOR THE DIRECT P VATE PLACEMENT WITH AND NEGOTIATED SALE OF SAID NOT TO THE LENDER; SETTING CERTAIN BASIC PARAMETERS OF E TERMS AND CONDITIONS OFA LOAN AGREEMENT AND THE NOT AND AUTHORIZING THE NEGOTIATION, EXECUTION AND DELIVERY OF LOAN AGREEMENT, THE NOTE, AND ALL OTHER NECESSARY AGREE ENTS, DOCUMENTS, AND INSTRUMENTS IN CONNECTION THEREWI ; MAKING CERTAIN FINDINGS AND DETERMINATIONS; AUTHORIZ G ALL REQUIRED ACTIONS BY THE CITY MANAGER, THE CITY TTORNEY, BOND COUNSEL, CHIEF FINANCIAL OFFICER, FINANCE DIR TOR, FINANCIAL ADVISOR, AND ALL OTHER CITY OFFICIALS IN CO ECTION THEREWITH; FURTHER AUTHORIZING THE CITY MANAGER, Cl ATTORNEY, CHIEF FINANCIAL OFFICER, FINANCE DIRECTOR, FINA CIAL ADVISOR, BOND COUNSEL, BOND REGISTRARS AND PAYING ENTS AND ALL OTHER NECESSARY CITY OFFICIALS TO UNDERTAKE HE NECESSARY STEPS AND TO NEGOTIATE, EXECUTE, AND D 1VER ALL NECESSARY ESCROW DEPOSIT AGREEMENTS, NOT ES, DOCUMENTS, AND INSTRUMENTS IN CONNECTION WITH THE R EMPTION OF THE CITY'S OUTSTANDING PRINCIPAL AMOUNT OF T E CITY'S SPECIAL OBLIGATION NOW AD VALOREM REVENUER UNDING BONDS, SERIES 2011A ("SERIES 2011A BONDS"); RATIFYING, PROVING, AND CONFIRMING CERTAIN NECESSARY ACTlO BY THE CITY MANAGER AND DESIGNATED DEPARTMENTS IN RIDER TO UPDATE THE RELEVANT FINANCIAL CONTROLS AND OMPUTER SYSTEMS IN CONNECTION THEREWITH; AND PROVIDI APPLICABLE EFFECTIVE DATES. WHEREAX, the City of Miami ("City") has currently outstanding Million, Hundr9d Dollars ($_,,,000.00) of its previously issued $70,645,000.00 Special Oblig ion Non -Ad Valorem Revenue Refunding Bonds, Series 2011A ("Series 2011A Bonds"); a HEREAS, in order to obtain interest savings, the City desires to issue in a total aggr ate principal amount not to exceed Sixty -One Million Five Hundred Thousand Dollars /$6,500,000.00) a Special Obligation Non -Ad Valorem Revenue Refunding Note, Series 2017 e") to advance refund the Series 2011A Bonds maturing on February 1 in the years 2022 gh 2031 in an outstanding principal amount of Fifty-two Million, Nine Hundred Seventy-five Thousand Dollars {$52,975,000.04} (which will become subject to optional redemption as of February 1, 2021) (the "Bonds to be Refunded"); and SUBSTITUTED WHEREAS, the City's Financial Advisor, Public Financial Management, Inc. ("Financial Advisor"), issued a Request for Proposals to banking and financial institutions for refinancing and refunding of the Bonds to be Refunded and received multiple proposals which were evaluated by the Financial Advisor for responses consistent with the City's needs; and WHEREAS, the proposals and recommendations by the Financial Advisor were reviewed and recommended by the City Administration to the City's Finance Committee, with the proposal dated October 30, 2017 ("Proposal", attached and incorporated) from the Lender being recommended by the Finance Committee on November 8, 2017, as the most responsi and responsible proposer providing the most favorable covenants, to lend to the City the f ds necessary to refund the Bonds to be Refunded and pay transactional expenses, which I n shall be evidenced by the Note; and WHEREAS, in accordance with Section 218.385(1), Florida Statutes, as a ended, the City Manager has recommended and the City Commission desires to find, deter ine and declare as set forth below in Section 3, that a privately -placed negotiated sale f the Note to the Lender is in the best interests of the City due to the complexities of the mar t, the timings of the refundings and redemptions of the Bonds to be Refunded, and timing the issuance of the Note; and WHEREAS, it is in the best interest of the City to approve th issuance of the Note and the direct placement and negotiated sale of /nn te to the Lend to provide for interest savings to the City without extending the oriaturities of t payments, to authorize the basic parameters of the terms and conditionLoan Agre ent between the City and the Lender, the Note, and certain agreements auments i connection with the issuance therewith, to delegate to the City Manager thrmina n of certain other details of the Loan Agreement, the Note, and the Escrow Depoeem t for the redemption of the Bondstobe Refunded, and to authorize the City ManageCi Attorney, Bond Counsel, the Financial Advisor, Bond Registrars and Paying Agentser necessary and appropriate City officials to undertake and to do all actions necessarythe best interests of the City in connection with the direct placement, issuance and delithe Note, the redemption and advance refunding of the Bonds to be Refunded; NOW, THEREFORE, BE IT RE SySLVED 13Y THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: � Section 1. Authority. is Resolution is adopted pursuant to the Constitution of the State of Florida (the "State""j; Ch eters 166, Florida Statutes as amended; the City Charter of the City of Miami, Florida; able City resolutions and other applicable provisions of law (collectively, the "Act") pp' a Section 2. D initions. All capitalized undefined terms shall have the meaning as set forth in this Resol eron, the Proposal, and as defined in the Loan Agreement and the Note. In addition to the w s and terms defined in the recitals to this Resolution, as used herein, the following terms s II have the following meanings herein, unless the context otherwise requires: "Bo9d Counsel" means Squire Patton Boggs (US) LLP, Miami, Florida, or any other attorney Xlaw or firm of attorneys of nationally recognized standing in matters pertaining to the federal x exemption of interest on obligations issued by states and political subdivisions, and duly mitted to practice law before the highest court of any state of the United States of A rica. "Bond Registrar" means the Finance Director of the City.. SUBSTITUTED "Cade" shall mean the Internal Revenue Code of 1986, as amended, and all temporary, / proposed or permanent implementing regulation promulgated or applicable thereunder, "Escrow Agent" means "Escrow Deposit Agreement" means the Escrow Deposit Agreement to be entered into between the City and the Escrow Agent providing for the defeasance and redemption of the Bonds to be Refunded. "Financial Advisor" means Public Financial Management, Inc. "Fiscal Year" means the Fiscal Year of the City beginning on October 1 of ea ear and ending on September 30 of the following calendar year. / "Interest Rate" means % per annum, as adjusted pursuant to the Lo96 Agreement. "Loan Agreement" means the loan agreement to be entered into bev"!1 en the City and or its affiliate, in accordance with the terms this Resolution and the Proposal. "Maturity Date" means 20 "Non -Ad Valorem Revenues" means all revenues of the ity derived from any source whatsoever, other than ad valorem taxation on rea/person property, which are legally available to make the payments required herein. "'Note" means the not to exceed Sixty-OneHundred Thousand Dollars ($61,500,000.00) City of Miami, Florida Special O -Ad Valorem Revenue Refunding Note, Series 2017 authorized pursuant to this Res "Note Registrar'" means the Finance Director of the City. "Payment(s)" means all amounts p able by the City of principal, interest and prepayment penalty, if any, on the Bond, nd all other amounts payable by the City pursuant to the Loan Agreement. "Payment Dates" a/"Paynt Frequency" means (a) that principal payments shall be made annually on encing 1, 201_; (b) that no principal payments shall be made on 1, 1, 20; (c) that interest payments shall be paid semi-annually each 1, commencing 1, 20_; and (d) that prepayments shall be madrth in the Loan Agreement. "Paying Agent"" eans the Finance Director of the City. ""Pledged unds"" means collectively the amounts on deposit in the Bond Fund and any other funds an accounts created pursuant to the Loan Agreement and therein pledged to secure the nd (with the exception of the Rebate Fund). 'Proposal" means the attached and incorporated proposal dated October 30, 2017, from the Le der to the City. "Purchaser" or "Lender" means or its designated affiliate, the purchaser and holder of the Note and as Lender under the Loan Agreement. SUBSTITUTED "Resolution(s)" means this Resolution No. R-17- adopted by the City Commission of the City of Miami, Florida on 2017, as amended and supplemented / from time to time. "Series 2011 A Bonds" means the City's Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2411 A. "Taxable Interest Rate" means _% per annum should the Note become taxable and s t taxable rate of interest shall continue in effect as the date the tax status is ruled to have changed until the final Payment on the Note. Section 3. Recitals and Findings. The recitals and findings contained i e Preamble of this Resolution are adopted by reference and incorporated as if fully s fort} in this Section. Additionally, it is hereby ascertained, determined and declared that: A. In accordance with Section 218.385, Florida Statutes, the Cit ereby finds, determines and declares, based upon the advice of its Financial Advisor f the Note, that a negotiated sale of the Note is in the best interests of the City for the follo ing reasons: (i} The underlying security structure (credit) is one at is broadly understood by market participants and maintains a strong nderlying credit rating;. The structure and timing of the issuance of eNote require extensive planning, and it is not practical for the Cit he Financial Advisor, and the Lender to engage in such planning with' the time constraints and uncertainties inherent within a compe i ave bidding process; (iii) The short average life of the transa on lends itself to the competitive solicitation of financial institutions ndertaken by the City with respect to the Note; (iv) Market conditions are such t this type of credit would be well received by financial institutions; (v) The vagaries of the curre and near future municipal bond market demand that the Cityh e the maximum time and flexibility in order to obtain the most favor le interest rates available; and (vi) The structure and ing of the related current refunding and redemption of the Bonds to b Refunded require extensive planning. B. It is in the best inter is of the City, its citizens and taxpayers to issue the Note in order to realize debt service cavi s without extending the time for such payments. C. The Note shal a payable from the Pledged Funds, D. There are xpected to be sufficient Pledged Funds to pay the interest and principal on the Note a the same become due and payable. E. Thepedged Funds are not now pledged or encumbered in any other matter. F.he Note shall not constitute a lien upon any properties owned by or situated within the/Ci,xcept as provided herein with respect to the Pledged Funds, in the manner and to the extvided herein. Prior to the issuance of the Note, the City shall receive from the Lender a Pur aser's Certificate, the form of which will be attached as an exhibit to the Loan Agreement a the Disclosure Letter containing the information required by Section 218.385, Florida atutes, a form of which will be attached as an exhibit to the Loan Agreement. H. In accordance with the recommendations of the City's Administration and the Finance Committee, the City Commission hereby approves the selection of the Proposal. SUBSTITUTED Section 4, This Resolution to Constitute Contract. In consideration of the acceptance of the Note authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution and the Loan Agreement shall be deemed to be and shall constitute a contract between the City and the Lender. The covenants and agreements herein set forth to be performed by the City shall be for the equal benefit, protection and security of the Lender and the Nate, except as expressly provided herein and in the Loan Agreement. Section 5. Authorization of the Loan Agreement, the Note, the Escrow Depv t Agreement, and All Other Necessary Documents, Agreements, and Instruments. 5u ect and pursuant to the provisions hereof and in anticipation of the sale and delivery of the( 1) the City Manager, in consultation with the City Attorney, Bond Counsel, the Chief Fina Officer, the Finance Director, and the Financial Advisor, is authorized to negotiate, t execute and to deliver a Loan Agreement with the Lender, (ii) an obligation of the City to b nown as the "Special Obligation Non -Ad Valorem Revenue Refunding Note, Series 201?' is authorized to be issued, executed, and delivered in the aggregate principal amount of no o exceed Sixty- one Million Five Hundred Thousand Dollars and No Cents ($61,540,000), a (iii) the City Manager, in consultation with the City Attorney, Bond Counsel, the Chief nancial Officer, the Finance Director, and the Financial Advisor, is authorized to negotiate, execute, and to deliver the Escrow Deposit Agreement and all other necessary docu nts, agreements, and instruments. The City Manager, after consultation with the City Atto ey, Bond Counsel, the Chief Financial Officer, the Finance Director, and the Financial A isor, is further authorized to negotiate, execute, and deliver any changes, modifications, su lements, or amendments to the Loan Agreement, the Note, the Escrow Deposit Agreement, d any and all other agreements, documents, and instruments as should be deemed necess or desirable and to take such other actions as shall be necessary to implement the ter, er and conditions of the Loan Agreement, the Note, and the Escrow Deposit Agreem t. The provisions of such documents, as so negotiated, executed, and delivered, are hereb incorporated into and made a part of this Resolution. is hereby a Deposit Agreement. Agent. inted the Escrow Agent under the Escrow Is hereby appointed as the Verification Section 6. Description of)6e Note. The Note shall be issued as one (1) fully registered note in the principal amo t not to exceed Sixty -One Million Five Hundred Thousand Dollars and No Cents {$61,500,110 .00}, shall be dated as of the date of its delivery to the Lender thereof and shelf mature n the Maturity Date, subject to prior mandatory amortization payme/interest to be provided i e Note and the Loan Agreement. The Note shall be payable to the Lend shall bear i erect at the Interest Rate, calculated on the basis of a 301350 day year. st will be paid emi-annually each 1 and 1 with the first interest paymeon , 201_. Principal will be paid annually on 1 each year, with the first prl paymen ayable on 1, 201_. No principal payments shall be made on , 201 r on 1, 20 The Maturity Date shall be 1, 20_; providwev that the Note and the Loan Agreement shall also provide for prepayments. Upon tcur nce of an event of taxability, any due but unpaid principal and interest on the Note sinterest at the Taxable Interest Rate from the date the tax status is ruled to have changit paid and collected. Anything herein or in the Note to the contrary notwithstanding, in no ehall the interest rate borne by the Note exceed the maximum interest rate permitted to be p the City under applicable law. On the date of the issuance of the Note, the City shall receive an amount equal to the r amount of the Note from the Lender as the purchase price of the Note. The Note shall be payable in any coin or currency of the United States of America which on the respective dates of payment of principal and interest thereof is legal tender for the payment of public and private SUBSTITUTED debts. The principal and interest on the Note shall be payable upon presentation and surrender / at the principal office of the Paying Agent to the registered owner of the Note. The Note may be exchanged at the office of the Note Registrar for a like aggregate principal amount of Note of the same series and maturity. Notwithstanding the foregoing or any provision of this Resolution to the contrary, the Note shall not be transferred unless the transferee has received the prior written consent of the City and has previously executed and provided to the City an "investor letter" in substantially the same form and substance as the "investor letter" executed by the original Lender of the Note. The Note, if transferred, may o be transferred in whole_ Section 7. Execution of Note. The Note shall be executed in the name o he City by the City Manager and the seal of the City shall be imprinted, reproduced or litho phed on the Note and attested to and countersigned by the City Clerk. In addition, the Cit Attorney shall sign the Note, showing approval of the form and correctness thereof, and the C 's Director of Risk Management shall sign the Loan Agreement, showing approval as to th ity's insurance requirements. The signatures of the City Manager, the City Clerk, and the y Attorney on the Note maybe by facsimile. If any officer whose signature appears on the ote ceases to hold office before the delivery of the Note, his or her signature shall neverth ss be valid and sufficient for all purposes. In addition, any Note may bear the signat e of, or may be signed by, such persons as at the actual time of execution of such Note shall the proper designated officers to sign such Note, although at the date of such Note or t date of delivery thereof such persons may not have been such officers. Any Note delivered all be authenticated by the manual signature of the Finance Director, and the registered wner of any Note so authenticated shall be entitled to the benefits of this Resol on. Section 8. Note Mutilated, Destroyed, St en or Lost. If the Note is mutilated, destroyed, stolen or lost, the City or its agent may, i s discretion (i) deliver a duplicate replacement Note, or (ii) pay a Note that has ma/ere'=d or is about to mature or has been called for redemption. A mutilated Note shall be surre to and cancelled by the Note Registrar. The holder of the Note must furnish the City or s agent proof of ownership of any destroyed, stolen or lost Note; post satisfactory indemn , comply with any reasonable conditions the City or its agent may prescribe; and pay the re enable expenses of the City or its agent. Any such dupilcate Note shall nstitute an original contractual obligation on the part of the City whether or not the destroye , stolen or lost Note be at any time found by anyone, and such duplicate Note shall be entitl to equal and proportionate benefits and rights as to lien on, and source of payment of and s curty for payment from, the funds pledged to the payment of the Note so mutilated, destro d, stolen or lost. Section 9. Far of Note, The Note shall be in substantially the form attached as Exhibit A to the Loan A eement, with only such omissions, insertions and variations as may be necessary and desir a and permitted by this Resolution or by any subsequent ordinance or resolution adopted for to the issuance thereof. Section a. Covenants of the City. To the extent permitted by and in accordance with applica law and budgetary processes, the City covenants and agrees to budget and appropriat n its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues lawfully ailable in each Fiscal Year, amounts sufficient to satisfy the Annual Debt Service Requir ent for such Fiscal Year and any Rebate Amount due during such Fiscal Year as pirovk in Section 11 hereof. Such covenants and agreements on the part of the City to budget and appropriate such egally available amounts as stated above shall be cumulative to the extent not paid, and shall continue until such legally available funds in amounts sufficient to make all such required Payments shall have been budgeted, appropriated and actually paid. Notwithstanding the SUBSTITUTED foregoing covenants of the City, the City does not covenant to maintain any services or programs, now provided or maintained by the City, which generate Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor, except as provided below, does it preclude the City from pledging in the future its )Won -Ad Valorem Revenues, nor does it require the City to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Lender a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the City. Such covenant to budget and appropriate Non -Ad Valorem Revenues is subject in all respects to e payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofor or hereinafter entered into (including the payment of debt service on other bonds and othe debt instruments of the City). However, the covenant to budget and appropriate in its gen al annual budget for the purposes and in the manner stated herein shall have the effect of m ing available for the payment of the Payments, in the manner described herein, Non- d Valorem Revenues and to the extent permitted by applicable law placing on the City a phive duty to budget and appropriate, by amendment if necessary, amounts sufficient tom t its obligations hereunder; subject, however, in all respects to the restrictions of Section 1 .241(2), Florida Statutes, which provides, in part, that the governing body of each munici lity make appropriations for each Fiscal Year which, in any one year, shall note ed the amount to be received from taxation or other revenue sources; and subject further, the payment of services and programs which are for essential public purposes affecting the ealth, welfare and safety of the inhabitants of the City or which are legally mandated by appli ble law. Section 11. Tax Covenants. The City covenan and agrees to comply with the requirements applicable to it contained in the Code tot extent necessary to preserve the exclusion of interest on the Bonds from gross inco e for federal income tax purposes. Specifically, without intending to limit in any way t generality of the foregoing, the City covenants and agrees: (1) To pay to the United Stat of America, at the times required pursuant to Section 148(f) of the Code, any rebat mount ("Rebate Amount") determined pursuant to Section 148(f) of the Code; (2) To maintain/thRebate ain all records pertaining to and to be responsible for making or causing to be meterminations and calculations of the Rebate Amount and required payments of Amount as shall be necessary to comply with the Code; (3) To refrO from using proceeds from the Note in a manner that would cause the Note to classified as a private activity bond under Section 141(a) of the Code; and (4) 07io refrain from taking any action that would cause the Note, or any of them, to bec a arbitrage bonds under Section 148 of the Code. /N11 ection Security; Note Not General Indebtedness, The Nate shall not be to co titute a general obligation or a pledge of the faith and credit of the City, the State her olitical subdivision thereof within the meaning of any constitutional, legislative or C r ision or limitation, but shall be payable solely from and secured by a lien upon and a the Pledged Funds, in the manner and to the extent herein provided. No holder of the ll ever have the right, directly or indirectly, to require or compel the exercise of the ad axing power of the City, the State or any other political subdivision of the State or n any form on any real or personal property to pay the Note or the interest thereon, nor holder of the Note be entitled to payment of such principal of and interest from any other funds of the City other than the proceeds of the Pledged Funds, all in the manner and to the extent herein provided. The Note and the indebtedness evidenced thereby shall not SUBSTITUTED constitute a lien upon any real or personal property of the City, but shall constitute a lien only on the proceeds of the Pledged Funds, all in the manner and to the extent provided herein. Section 13. Safe of Note to Refund and to Redeem the Bonds to be Refunded. The Note is hereby sold and awarded to the Lender, at the purchase price equal to the par amount thereof and the City Manager, the City Clerk, and the City Attorney are hereby authorized to execute and deliver the Note in the form set forth herein and in the Loan Agreement, receive the purchase price therefor and apply the proceeds thereof to pay costs issuance of the Note and for the City to redeem and to refund the Bonds to be Refunded a herein provided, without further authority from this body. The City Manager and the City lerk are authorized to make any and all changes on the form of the Note which shall be ne ssary to conform the same to the proposed term sheet of the Lender. Execution of the Note the City Manager, the City Clerk, Risk Management Director, and the City Attorney shall b onclusive evidence of their approval of the form of the Note. Section 14. Amendments and Supplements to this Resolution his Resolution shall be further amended and supplemented as necessary in order to acc plish the issuance of the Note or as necessary in connection with the purposes for which t Note are being issued or as necessary in connection with the redemption and refunding of th Bonds to be Refunded. Section 15. Severability. If any one or more of the cov ants, agreements or provisions of this Resolution should be held contrary to any exp r ss provision of law or contrary to any express provision of law or contrary to the policy of exp ss law, though not expressly prohibited, or against public policy, or shall for any reason tsoever be held invalid, then such covenants, agreements or provisions shall be null and voi and shall be deemed severed from the remaining covenants, agreements or provisions of t ' Resolution, or of the Note issued hereunder, or regarding the redemption and advance funding of a portion of the Bonds to be Refunded. Section 16. Controlling Law; Memb s, Officials, Agents, Representatives and Employees of City Not Liable. All covenant , stipulations, obligations and agreements of the City contained in this Resolution shall bed med to be covenants, stipulations, obligations and agreements of the City to the full extent a prized by the Act and provided by the Constitution and laws of the State. No covenant, sti lation, obligation or agreement contained herein shall be deemed to be a covenant, stipulati obligation or agreement of any present or future member, official, agent, representa e or employee of the City in his or her individual capacity, and neither the members of the C' y Commission, the Mayor, the City Clerk, City Attorney, City Manager, Risk Management Di ctor, the Chief Financial Officer, the Finance Director, nor any other official executing the Bo d shall be liable personally on the Bond or this Resolution or shall be subject to any pers al liability or accountability by reason of the issuance or the execution by the City, or ch respective members, officials, agents, representatives or employees thereof, or reason of the redemption and refunding of the Bonds to be Refunded. Section 17. Further Authorizations regarding the issuance of the Note and the redemption and efunding of the Bonds to be Refunded, The City Manager and the City /dgnated e Chie inancial Officer, the Finance Director, the City Attorney, Bond Counsel, the City'sinanc Advisor, and such other officers, employees, agents, and representatives of the ma a designated by the Mayor, the City Commission, the City Attorney, and the City e r ncluding any Note Registrar, ,Escrow Agent, or Paying Agent, or any of them, are ignated as respective applicable agents of the City, as necessary, in connection with , issuance and delivery of the Note, the notices, calls for redemptions, redemptions, and nding of the Bonds to be Refunded, and are authorized and empowered, collectively or ally, to take all action and steps and to execute the Note, all notices, instruments, ents, certificates, documents and contracts on behalf of the City, and as and if necessary, including the execution of documentation required in connection with the sale of the Note to the Lender, and the redemption and refunding of the Bonds to be Refunded, that are SUBSTITUTED necessary or desirable in connection therewith, and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution, the Proposal. or any action relating to the Note or the Bonds to be Refunded, heretofore taken by the City andlor by the City's Financial Advisor, Bond Counsel, City Manager, Chief Financial Officer, Finance Director, and City Attorney, or other necessary City officials, employees, representatives, and agents, including any Note Registrar, Escrow Agent or Paying Agent for the Bonds to be Refunded. Such officials, employees, agents and representatives and those so designated are hereby charged with the responsibility for the issuance of the Note and the redemption and refundin 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 Financial Advisor and Bond Counsel and any Note Registrar, Escrow Agent or Paying gent. Any and all costs incurred in connection with the issuance of the Note and the cede tion and refunding of the Bonds to be Refunded are hereby authorized to be paid from the oceeds of the Note and from any other City funds that have {previously been designated by e City for such payments. Section 18. Repeal of Inconsistent Resolutions. All resolution or parts thereof in conflict herewith are to the extent of such conflict superseded and repea d. Section 19. Effective ©ate. This Resolution shall be effectyGe immediately upon its adoption and signature by the Mayor.' APPROVED AS TO FORM AND CORRECTNESS: R If the Mayor does not sign this Resolution, it shalt Become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. 0 pfm Request for Proposals Suite 404 305-448-6992 255 Alhambra Circle 305-448-7131 fax Coral Gables, FL 33146 www.pfm.com October 12, 2017 To: Prospective Notes Providers From: PFM Financial Advisors on behalf of the City of Miami Re: City of Miami, Florida: Request for Bank Notes Proposals — Refunding of Special Obligation Bonds As financial advisor to the City of Miami, Florida (the "City") PFM Financial Advisors, LLC ("PFM") is seeking proposals on behalf of the City in order to refund two separate series of outstanding bonds through separate bank loans to be evidenced by separate promissory notes of the City (the "Notes"). The Notes will be awarded based on overall borrowing cost and terms most favorable to the City, in the City's sole discretion. The financings will be issued via a separate resolutions to be approved by the City Commission with substantially the same terms as the existing resolutions. Additional terms, not inconsistent with the Resolution, may be set forth in separate Loan Agreements. There will be an issuance of two separate notes: • a tax-exempt note in the not -to -exceed amount of $61.5 million, and • a taxable note in the amount of not -to -exceed $7.5 million. Respondents may choose to bid for either or both of the Notes, and the City may award the Notes to separate bidders based on responses received. The payment of the principal and interest on the Notes are special obligations of the City payable solely from and secured by the amounts actually deposited into the pledged funds and accounts under the bond resolution. The bond resolution includes a covenant of the City to budget and appropriate Non -Ad Valorem revenues. The proceeds of the tax-exempt Note will be used to advance refund a portion of the City's outstanding Special Obligation Bonds, Series 2011A. The Series 2011A Bond maturities being refunded are currently outstanding in the amount of $52,975,000 and mature on February 1St in years 2022-2031. The proceeds of the taxable Note will be used to advance refund a portion of the City's outstanding Non -Ad Valorem Refunding Revenue Bonds, Taxable Pension Series 2009. The Series 2009 Bond maturities being refunded are currently outstanding in the amount of $6,385,000 and mature on December 1St in years 2020-2025. THE NOTES ARE SPECIAL OBLIGATIONS OF THE CITY AND ARE PAYABLE SOLELY IN THE MANNER AND TO THE EXTENT SET FORTH IN THE RESOLUTION AND LOAN AGREEMENT, IF ANY. THE NOTES SHALL NOT BE OR CONSTITUTE A GENERAL OBLIGATION OF THE CITY WITHIN THE MEANING OF THE CONSTITUTION OF THE STATE OF FLORIDA BUT SHALL BE PAYABLE SOLELY FROM AND SECURED BY A LIEN UPON AND A PLEDGE OF THE PLEDGED FUNDS AND ACCOUNTS IN THE MANNER AND TO THE EXTENT PROVIDED IN THE RESOLUTION. NO NOTEHOLDER SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE CITY OR TAXATION IN ANY FORM ON ANY REAL OR PERSONAL PROPERTY TO PAY SUCH NOTES OR THE INTEREST THEREON, NOR SHALL ANY NOTEHOLDER BE ENTITLED TO PAYMENT OF SUCH PRINCIPAL OR INTEREST FROM ANY OTHER FUNDS OF THE CITY OTHER THAN AS PROVIDED IN THE RESOLUTION. FURTHERMORE, NO NOTEHOLDER SHALL EVER HAVE A LIEN ON ANY PROJECT FINANCED WITH THE PROCEEDS OF THE NOTES OR ANY OTHER REAL OR PERSONAL PROPERTY OF THE CITY, EXCEPT FOR THE PLEDGED FUNDSIN THE MANNER AND TO THE EXTENT PROVIDED IN THE RESOLUTION. The City has other Non -Ad Valorem obligations outstanding issued under separate resolutions and/or loan agreements. The City's Non -Ad Valorem bonds currently maintain credit ratings of "A2," "A" and "A+" from Moody's, Standard & Poor's, and Fitch Ratings, respectively. Below is a link to additional financial information regarding the City: http://www. m iam igov.com/Finance/pages/Financial I nfo/financial I nfo.asp Page 2 Other key terms as follows: 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 • Final Maturity Date: February 1, 2031 • 30/360 Day Count Basis • Preliminary Amortizations: Series 2017 Preliminary Amortization Average Life: 8.5 Years Date Principal 2/1/2018 1,145,000 2/1/2019 855,000 2/1/2020 880,000 2/1/2021 900,000 2/1/2022 5,010,000 2/1/2023 5,155,000 2/1/2024 5,305,000 2/1/2025 5,470,000 2/1/2026 5,635,000 2/1/2027 5,795,000 2/1/2028 5,975,000 2/1/2029 6,145,000 2/1/2030 6,325,000 2/1/2031 6,510,000 Total 61,105,000 Page 3 Taxable Note: • Interest Payment Dates: June 1 and December 1, commencing June 1, 2018 • Principal Payment Dates: December of each year, commencing December 1, 2018 • Final Maturity Date: December 1, 2025 • 30/360 Day Count Basis • Preliminary Amortizations: Series 2017 Preliminary Amortization Average Life: 6.5 Years Date Principal 12/1/2018 130,000 12/1/2019 135,000 12/1/2020 640,000 12/1/2021 635,000 12/1/2022 640,000 12/1/2023 640,000 12/1/2024 640,000 12/1/2025 3,770,000 Total 7,230,000 Calendar of Events: October 12, 2017 — RFP released October 30, 2017 — RFP Proposals due November 8, 2017 —Finance Committee approves recommendation November 16, 2017 — City Commission meeting to adopt resolution, award Notes November 21, 2017 —Closing The City is requesting proposals be submitted by Monday, October 30, 2017 at 2:00 PM Eastern Time to the City and to the City's Financial Advisor (PFM) at the following email addresses: Epaschal(a)miamigov.com, masvidals(a)pfm.com, and varonap(a)pfm.com. Each proposal shall include the interest rate (either actual interest rate if fixed, or an index if the rate is to be locked), prepayment provisions, fees, and other terms/conditions. The Notes will be issued under the same covenants detailed in the City's prior resolutions for similarly secured debt. The Notes do not contemplate funding a debt service reserve fund. Please keep in mind when submitting proposals that the City will not accept any offer with capital adequacy Page 4 or other interest rate adjustment language with respect to changes to tax code or banking regulations. The City will accept taxability language and interest rate adjustments related to any actions or inactions the City may take. The successful bidder will be required to deliver certain certificates at closing including one to the effect that they are a "qualified institutional investor" and an "accredited investor" having sufficient knowledge and experience in financial and business matters and are capable of evaluating the merits and risks of the Notes, that they have had been provided access to and have reviewed such information concerning the City as they have deemed necessary, that they understand the Notes are not a general obligation of the City, but are payable solely by the revenues to be budgeted and appropriated for such payment and deposited into the funds and accounts described in the applicable resolution and loan agreement, if any, and that they are not relying on disclosures from the City or its advisors. The successful purchaser must also represent, certify and covenant that they are purchasing the Notes for its own account and without any present intent to distribute the Notes. The Notes may be transferred in whole but not in part and only to qualified institutional buyers. The City has appointed separate Bond Counsel for each of the Notes who will prepare all financing documents and render the approving opinion, and bank counsel's role will be review only. PFM will serve in the sole capacity of financial advisor to the City and not in the role as placement agent for the Notes. Any inquiries or requests concerning clarification or solicitation for additional information shall be submitted to PFM at the email addresses above. THE CITY RESERVES THE RIGHT TO REJECT ANY OR ALL BIDS AND RESERVES THE RIGHT TO WAIVE, IF PERMITTED BY LAW, ANY IRREGULARITY OR INFORMALITY IN ANY PROPOSAL. Page 5 Date: 10/19/2017 AGENDA ITEM SUMMARY FORM File ID: #3122 Commission Meeting Date: 11/16/2017 Requesting Department: Department of Finance District Impacted: All Type: Resolution Subject: Issuance - Special Obligation Bond 2011 Purpose of Item: It is respectfully recommended that the Miami City Commission adopt the attached resolution to comply with the City's continuing covenants under the Bond Resolution and the Tax Compliance Certificate; and in accordance with advice from Bond Counsel, the City Administration requests the City Commission to authorize such necessary financial transactions as indicated in the attached Resolution. Background of Item: On July 21, 2011, the City issued $70,645,000 of Special Obligation Non -Ad -Valorem Revenue Refunding Bonds, Series 2011-A (the "Series 2011-A Bonds") to refund the City's previous loans from the Sunshine State Governmental Financing Commission borrowed in 1987, 1988, 1995, 2007, 2008, and 2009 (the "Sunshine State Loans"). The City desires to authorize the transfer of all remaining proceeds and interest on the Series 2011-A Bonds, if any, for redemption and in accordance with the authorizing resolution and tax compliance certificate for continuing compliance for the Series 2011- A Bonds. Budget Impact Analysis Item is Related to Revenue Item is NOT funded by Homeland Defense/Neighborhood Improvement Bonds Total Fiscal Impact: N/A Reviewed By Department of Finance Erica T Paschal Department Head Review Completed 10/19/2017 4:51 PM Office of Management and Budget Pedro Lacret Budget Analyst Review Completed 10/20/2017 10:58 AM Office of Management and Budget Christopher M Rose Budget Review Completed 11/03/2017 1:09 PM City Manager's Office Fernando Casamayor Assistant City Manager Review Completed 11/03/2017 5:49 PM Legislative Division Legislative Division Review Pending 11/01 /201 7 9:53 AM City Manager's Office Daniel J. Alfonso City Manager Review Completed 11/03/2017 5:50 PM Office of the City Attorney Barnaby L. Min Deputy City Attorney Review Pending 11/01 /201 7 9:52 AM Office of the City Attorney Victoria Mendez Approved Form and Correctness Pending 11/01 /201 7 9:52 AM City Commission Todd B. Hannon Meeting Pending 11/16/2017 9:00 AM