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Ord No 18-12-2134ORDINANCE NO. 1842 -2134 An Ordinance of the City Commission of the City of South Miami, Florida, authorizing the issuance of its Capital Improvement Revenue Refunding Note, Series 2012, in the principal amount not to exceed $5,800,000, for the purpose of refinancing certain of the City's outstanding indebtedness and paying the costs of issuance of the Note and of refinancing such indebtedness; covenanting to annually budget and appropriate funds from Legally Available Non -Ad Valorem Revenues to repay such Note, providing the form, terms and details of the Note; awarding the Note to Branch Banking and Trust Company by negotiated sale; making certain covenants and agreements in connection therewith; authorizing and directing officers and employees of the City to take all necessary actions and execute all necessary documents. WHEREAS, the City of South Miami, Florida (the "City ") has previously financed a portion of certain capital improvements in the City with the proceeds of (i) a loan from the Florida Municipal Loan Council (the "FMLC ") pursuant to a Loan Agreement dated as of November 15, 2001 between the City and FMLC, currently outstanding in the principal amount of $1,780,000 (the "2001 Loan "), and (ii) a loan from FMLC pursuant to a Loan Agreement dated as of May 1, 2002 between the City and FMLC, currently outstanding in the principal amount of $3,585,000 (the "2002 Loan" and, together with the 2001 Loan, the "Prior Loans "); WHEREAS, the City desires to issue its Capital Improvement Revenue Refunding Note, Series 2012 (the "Note "), in the principal amount not to exceed $5,800,000, to refinance all or a portion of the Prior Loans in order to achieve debt service savings for the City; and WHEREAS, the City does not expect to issue more than $10 million in tax - exempt obligations during calendar year 2012; and WHEREAS, after review of proposals submitted by a number of banks in response to a request of proposals issued by the City, First Southwest Company, the City's financial advisor, has recommended that the City award the sale of the Note to Branch Banking and Trust Company, NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND THE CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA THAT: Section 1. Recitals. The above recitals are incorporated herein as findings. Section 2. Definitions. As used herein, unless the context otherwise requires: "Act" means, as applicable, Article VIII, Section 2 of the Constitution of the State of Florida, Chapter 166, Florida Statutes, the Charter of the City of South Miami, and other applicable provisions of law. "Annual Budget" means the annual budget prepared by the City for each Fiscal Year in accordance with Section 12 below and in accordance with the laws of the State of Florida. MIAMI/4280979.4 Ord. No. 18 -12 -2134 "Annual Debt Service" means, as of any particular date of calculation, the annual debt service requirement for all Debt in each such Bond Year except that with respect to any Debt for which amortization installments have been established, the amount of principal coming due on the final maturity date with respect to such Debt shall be reduced by the aggregate principal amount of such Debt that is to be redeemed or paid from amortization installments to be made in prior Bond Years. "Bank" means Branch Banking and Trust Company, the purchaser of the Note. "Bond Year" means the annual period beginning on the first day of October of each year and ending on the last day of September of the immediately succeeding year; provided however, that when such term is used to describe the period during which deposits are to be made to amortize principal and interest on Debt maturing or becoming subject to redemption, including without limitation, interest and principal maturing or becoming subject to redemption on October 1 of any year shall be deemed to mature or become subject to redemption on the last day of preceding Bond Year. "Business Day" means any day which is not a Saturday, Sunday or day on which banking institutions in Miami -Dade County, Florida, are authorized to be closed. "City" means the City of South Miami, Florida, a Florida municipal corporation. "City Manager" means the City Manager of the City, or his or her successor. "Clerk" means the City Clerk or any Deputy Clerk of the City. "Code" means the Internal Revenue Code of 1986, as amended, including the applicable regulations of the Department of the Treasury (including applicable final regulations, temporary regulations and proposed regulations), the applicable rulings of the Internal Revenue Service (including published Revenue Rulings and private letter rulings) and applicable court decisions. "Cost of Essential Services" means the cost of services necessary for the conducting of the public safety and general governmental operations of the City, as shown in the rows titled "General Government" and "Public Safety" in the City's audited financial statements. "Dated Date" means the date of issuance of the Note. "Debt" means as of any date and without duplication, all of the following to the extent that they are payable in whole or in part from any Legally Available Non -Ad Valorem Revenues: (i) all obligations of the City for borrowed money or evidenced by bonds, debentures, notes or other similar instruments; (ii) all obligations of the City as lessee under capitalized leases; and (iii) all indebtedness of other persons to the extent guaranteed by, or secured by Legally Available Non -Ad Valorem Revenues of the City. "Finance Director" means the Finance Director of the City, or his or her successor. "Financial Advisor" means First Southwest Company, MIAMI/4280979.4 2 Ord. No. 18 -12 -2134 "Fiscal Year" means the period commencing on October 1 of each year and ending on the succeeding September 30, or such other consecutive 12 -month period as may be hereafter designated as the fiscal year of the City. "FMLC" means the Florida Municipal Loan Council. "Governing Body" means the Mayor and City Commission of the City, or its successor in function. "Holder" or "Noteholder" means the registered owner (or its authorized representative) of the Note. "Legally Available Non -Ad Valorem Revenues" means all revenues of the City derived from any source whatsoever other than ad valorem taxation on real and personal property, including, without limitation, investment income, which are legally available for the payment by the City of debt service on the Note or other Non - Self - Supporting Revenue Debt, including, without limitation, legally available non -ad valorem revenues derived from sources subject to a prior pledge thereof for the payment of other obligations of the City and available after payment of principal and interest on such other obligations, but excluding revenues derived from the revenues of any enterprise fund of the City, except to the extent that revenues derived from such sources have been deposited into the City's General Fund. "Maximum Annual Debt Service" means, as of any particular date of calculation, the largest Annual Debt Service in any Bond Year. "Mayor" means the Mayor of the City or, in the Mayor's absence, the Vice Mayor of the City, and such other person as may be duly authorized to act on the Mayor's behalf. "Non- Self - Supporting Revenue Debt" means obligations evidencing indebtedness for borrowed money, including the Note, (i) the primary security for which is provided by a covenant of the City to budget and appropriate Legally Available Non -Ad Valorem Revenues of the City for the payment of debt service on such obligations, or (ii) primarily secured or payable from another source of funds, but with respect to which the City has also covenanted to budget and appropriate Legally Available Non -Ad Valorem Revenues of the City for the payment of debt service on such obligations, provided that obligations described in this clause (ii) shall only be considered Non - Self - Supporting Revenue Debt to the extent the City has included in its budget (by amendment or otherwise) the payment of such Legally Available Non -Ad Valorem Revenues pursuant to such covenant to pay debt service on such obligations. "Non -Self- Supporting Revenue Debt" shall expressly not include indebtedness payable from the revenues of a utility system, or any other enterprise fund of the City, which are pledged to the payment of such indebtedness. "Note" means the City of South Miami, Florida Capital Improvement Revenue Refunding Note, Series 2012, authorized to be issued by the City in the aggregate principal amount not to exceed $5,800,000, the form of which is attached as Exhibit "A" hereto. "Ordinance" means this Ordinance, authorizing the issuance of the Note, as the same may from time to time be amended, modified or supplemented. MIAM1/4280979.4 3 Ord. No. 18 -12 -2134 "Permitted Lender" means any bank, trust company, savings institution or insurance company that is engaged as a regular part of its business in making loans and authorized to do business in the State. "Prior Loans" means, collectively, (i) the loan from the FMLC to the City pursuant to a Loan Agreement. dated as of November 15, 2001 between the City and FMLC, currently outstanding in the principal amount of $1,780,000, and (ii) the loan from FMLC to the City pursuant to a Loan Agreement dated as of May 1, 2002 between the City and FMLC, currently outstanding in the principal amount of $3,585,000. "Refinanced Loans" means all or a portion of the Prior Loans being prepaid with the proceeds of the Note, as determined by the City Manager to be in the best interest of the City in order to achieve debt service savings. "State" means the State of Florida. Section 3. Authority for Ordinance. This Ordinance is enacted pursuant to the Act. The City has ascertained and hereby determined that enactment of this Ordinance is necessary to carry out the powers, purposes and duties expressly provided in the Act, that each and every matter and thing as to which provision is made herein is necessary in order to carry out and effectuate the purposes of the City in accordance with the Act and to carry out and effectuate the plan and purpose of the Act, and that the powers of the City herein exercised are in each case exercised in accordance with the provisions of the Act and in furtherance of the purposes of the City. Section 4. Ordinance to Constitute Contract. In consideration of the purchase and acceptance of the Note by those who shall hold the same from time to time, the provisions of this Ordinance shall be a part of the contract of the City with the Holder, and shall be deemed to be and shall constitute a contract between the City and the Holder. The provisions, covenants and agreements herein set forth to be performed by or on behalf of the City shall be for the benefit, protection and security of the Holder in accordance with the terms hereof. Section 5. Authority for Issuance of Note; Designation Under Code; Prepayment of Refinanced Loans. Subject and pursuant to the provisions hereof, a note to be known as "City of South Miami, Florida Capital Improvement Revenue Refunding Note, Series 2012" is hereby authorized to be issued in an aggregate principal amount not to exceed Five Million Eight Hundred Thousand Dollars ($5,800,000) for the purpose of refinancing the Refinanced Loans and paying the costs of issuance of the Note and of refinancing the Refinanced Loans. The Note is hereby designated as a "qualified tax - exempt obligation" under Section 265(b)(3)(B) of the Code. The prepayment of the Refinanced Loans is hereby authorized. Section 6. Description of Note; Assignment and Transfer of Note. The Note shall be issued in one (1) typewritten certificate, shall be dated the Dated Date and shall mature on May 1, 2032. The Note shall bear interest from the Dated Date at a fixed interest rate, subject to adjustment as provided in the Note, of 3.50% per annum. Interest on the Note shall be calculated MIAMI/4280979.4 4 Ord. No. 18 -12 -2134 on the basis of a 360 day year consisting of twelve thirty day months. Accrued interest on the Note will be payable semiannually on May 1 and November 1 of each year, beginning on November 1, 2012. Principal of the Note will be payable in forty (40) semiannual installments on May 1 and November 1 of each year, beginning November 1, 2012, as shall be set forth in the form of Note attached as Exhibit "A" hereto. Additional details of the Note shall be as provided in Exhibit "A" attached hereto. The Note shall be in registered form, contain substantially the same terms and conditions as set forth in Exhibit "A" hereto, shall be payable in lawful money of the United States of America, and the principal thereof, interest thereon and any other payments thereunder shall be payable by check, wire, draft or bank transfer to the Holder at such address as may be provided in writing by such Holder to the Finance Director. So long as the Note shall remain outstanding, the City shall maintain and keep books for the registration and transfer of the Note. The Note may not be assigned or transferred except in whole and in a denomination of not less than $100,000 to a Permitted Lender, with the prior written consent of the City. In no event will the Note be assigned or transferred to any kind of trust. Section 7. Execution of Note. The Note shall be executed in the name of the City by the manual signature of the City Manager, the seal of the City shall be imprinted, reproduced or lithographed on the Note, and the Note shall be attested to by the manual signature of the Clerk. If any officer whose signature appears on the Note ceases to hold office before the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes. In addition, the Note may bear the signature of, or may be signed by, such persons as at the actual time of execution of the Note shall be the proper officers to sign the Note although at the date of the Note or the date of delivery thereof such persons may not have been such officers. Section 8. Note Mutilated, Destroyed, Stolen or Lost. If the Note is mutilated, destroyed, stolen or lost, the City may, in its discretion (i) deliver a duplicate replacement Note, or (ii) pay a Note that has matured or is about to mature. A mutilated Note shall be surrendered to and canceled by the Clerk or its duly authorized agent. The Holder 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 City's or its agent's reasonable expenses. Any such duplicate Note shall constitute an original contractual obligation 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 and security for payment from, the funds pledged to the payment of the Note so mutilated, destroyed, stolen or lost. Section 9. Provisions for Prepayment. The Note may be prepaid prior to its maturity, in whole, but not in part, as provided in the form of Note attached as Exhibit "A" hereto. Section 10. Note Not to be General Indebtedness of the City. The Note shall not be or constitute a general obligation or indebtedness of the City within the meaning of the Constitution of the State, but shall be payable from and secured solely by the covenant of the City to budget MIAMI/4280979.4 5 Ord. No. 18 -12 -2134 and appropriate Legally Available Non -Ad Valorem Revenues, in the manner and to the extent herein and in the Note provided. No Holder 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 the Note, the interest thereon or any other amounts due thereunder, nor shall any Holder be entitled to payment of such principal, interest or any other amounts due thereunder from any funds of the City other than the Legally Available Non -Ad Valorem Revenues, all in the manner and to the extent herein and in the Note provided. The Holders shall have no lien upon any real or tangible personal property of the City. Section 11. Covenant to Budget and Appropriate. The City hereby covenants to budget and appropriate in its Annual Budget, by amendment if necessary, from Legally Available Non -Ad Valorem Revenues in each Fiscal Year, sufficient moneys to pay the principal of and.interest on the Note and any other amounts due thereunder in such Fiscal Year, until the Note is paid in full. Such covenant and agreement on the part of the City shall be cumulative to the extent not paid, and shall continue until Legally Available Non -Ad Valorem Revenues or other available funds in amounts sufficient to make all required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the City, the City does not covenant to maintain any services or programs now provided or maintained by the City which generate Legally Available Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Legally Available Non -Ad Valorem Revenues nor does it preclude the City from pledging in the future a particular source or sources of non -ad valorem revenues. Such covenant to budget and appropriate Legally Available Non -Ad Valorem Revenues is subject in all respects to the payment of obligations heretofore or hereafter entered into, including but not limited to the payment of debt service on bonds and other debt instruments. However, the covenant to budget and appropriate in its Annual Budget for the purposes and in the manner stated herein shall have the effect of making available in the manner described herein Legally Available Non -Ad Valorem Revenues and 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(3), 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 services affecting the health, welfare and safety of the inhabitants of the City or which are legally mandated by applicable law. Section 12. Operating Budget; Financial Statements. Before the first day of each Fiscal Year, the Governing Body shall prepare, approve and adopt in the manner prescribed by law, a detailed Annual Budget. Such Annual Budget shall, subject to Section 11 hereof, provide for revenues sufficient to comply with the City's obligations hereunder, including any unsatisfied obligations from prior Fiscal Years. The City shall annually provide to the Bank a copy of the Annual Budget and the City's audited financial statements prepared in accordance with law, each within thirty (30) days of its completion and, in the case of the audited financial statements, within 180 days of the end of each Fiscal Year. MIAMI/4280979.4 6 Ord. No. 18 -12 -2134 Section 13. Issuance of Additional Non -Self Supporting Revenue Debt. Except with respect to Non - Self - Supporting Revenue Debt issued to refund existing Non - Self - Supporting Revenue Debt where the aggregate debt service of the refunding Non - Self - Supporting Revenue Debt will not be greater than that for the Non - Self - Supporting Revenue Debt being refunded, the City may incur additional Non - Self - Supporting Revenue Debt only if, as set forth in a certificate of the Mayor or the City Manager executed prior to the issuance thereof, a copy of which shall be provided to the Bank, the amount of Legally Available Non -Ad Valorem Revenues, after deducting the Cost of Essential Services that are not supported by ad- valorem tax revenues, equals or exceeds 1.25 times the Maximum Annual Debt Service in all future Bond Years on all outstanding Debt and the Debt proposed to be issued. These calculations required above shall be determined using the average of actual receipts for the prior two Fiscal Years based on the City's audited financial statements. For purposes of calculating the foregoing, if any Debt bears a rate of interest that is not fixed for the entire term of the Debt (excluding any provisions that adjust the interest rate upon a change in tax law or in the tax treatment of interest on the debt or upon a default), then the interest rate on such Debt shall be assumed to be the higher of (y) the average rate of actual interest borne by such Debt during the most recent complete month prior to the date of calculation, (z) (i) for Debt the interest on which is excluded from gross income of the holders thereof for federal tax purposes, The Bond Buyer Revenue Bond Index last published in the month preceding the date of calculation plus one percent, or (ii) for Debt the interest on which is not excluded from the gross income of the holders thereof for federal tax purposes, the yield on a U.S. Treasury obligation with a constant maturity closest to but not before the maturity date of such Debt, as reported in Statistical Release H.15 of the Federal Reserve on the last day of the month preceding the date of issuance of such proposed Debt, plus three percent (3 %); provided, however, that if the City shall have entered into an interest rate swap or interest rate cap or shall have taken any other action which has the effect of fixing or capping the interest rate on such Debt for the entire term thereof, then such fixed or capped rate shall be used as the applicable rate for the period of such swap or cap, and provided further that if The Bond Buyer Revenue Bond Index or Statistical Release H.15 of the Federal Reserve is no longer available or no longer contains the necessary data, such other comparable source of comparable data as selected by the Bank shall be utilized in the foregoing calculations. For the purpose of calculating the foregoing, "balloon indebtedness" (as defined in the immediately succeeding sentence) shall be assumed to amortize over a period not to exceed 20 years in substantially equal annual payments at the interest rate set forth in the instrument evidencing such Debt if the interest rate is fixed and, if the interest rate is not fixed, at the rate calculated pursuant to the immediately preceding sentence and any put or tender rights of a lender with respect to any Debt shall be ignored and such Debt shall be assumed to mature as otherwise provided in the instrument evidencing such Debt. "Balloon indebtedness" is any Debt twenty percent (20 %) or more of the principal amount of which comes due in any single Fiscal Year. Section 14. Award of Note by Negotiated Sale. Because of the nature of the Note, the maturity of the Note and the prevailing market conditions, and the recommendations of the Financial Advisor, the negotiated sale of the Note to the Bank in substantial accordance with the Bank's summary of terms and conditions delivered to the City and dated August 21, 2012 (the "Bank's Proposal "), is hereby found to be in the best interests of the City and, upon compliance with the requirements of Section 218.385, Florida Statutes, authorized; provided, however, that MIAMI/4280979.4 7 Ord. No. 18 -12 -2134 the provisions of this Ordinance and the Note shall control to the extent of any conflict with the Bank's Proposal. Section 15. Modification, Amendment or Supplement. This Ordinance may be modified, amended or supplemented by the City from time to time prior to the issuance of the Note hereunder. Thereafter, no modification, amendment or supplement of this Ordinance, or of any ordinance amendatory hereof or supplemental hereto, may be made without the consent in writing of the Holder. Section 16. Tax Compliance. Neither the City, nor any third party over whom the City has control, will make any use of the proceeds of the Note or of the refinanced capital improvements at any time during the term of the Note which would cause the Note (i) to be (a) a "private activity bond" within the meaning of Section 103(b)(1) of the Code, or (b) an "arbitrage bond" within the meaning of Section 103(b)(2) of the Code, or (ii) not to be a "qualified tax - exempt obligation" within the meaning of Section 265(b)(3)(B) of the Code. The City covenants throughout the term of the Note to comply with the requirements of the Code and to take all actions necessary to maintain the exclusion from gross income for purposes of the Code of interest on the Note and the status of the Note as a "qualified tax - exempt obligation" to the same extent as on the date of issuance of the Note. Section 17. Events of Default; Remedies. A. "Event of Default ": when due; Events of Default. Any one or more of the following events shall be an (i) the City shall fail to pay the principal of or interest on the Note (ii) the City shall (a) admit in writing its inability to pay its debts generally as they become due, (b) file (or have filed against it and not dismissed within 90 days) a petition in bankruptcy or take advantage of any insolvency act, (c) make an assignment for the general benefit of creditors, (d) consent to the appointment of a receiver for itself or for the whole or any substantial part of its property, or (e) be adjudicated a bankrupt; or (iii) the City shall default in the due and punctual performance of any of its covenants, conditions, agreements and provisions contained herein or in the Note, and such default shall continue for thirty (30) days after written notice specifying such default and requiring the same to be remedied shall have been given to the City by the Holder of the Note; provided that such default shall not be an Event of Default if the City within such 30 day period commences and carries out with due diligence to completion (although not necessarily within such thirty (30) day period) such action as is necessary to cure the same. B. Remedies on Default. If an Event of Default shall have occurred and be continuing, the Holder may proceed to protect and enforce its rights hereunder by a suit, action or special proceeding in equity or at law, by mandamus or otherwise, either for the specific performance of any covenant or agreement contained herein or for enforcement of any proper legal or equitable remedy as such Holder shall deem most effectual to protect and enforce the rights aforesaid. MIAMI/4280979.4 8 Ord. No. 18 -12 -2134 No remedy herein conferred upon or reserved to the Holder is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity. No delay or omission of a Holder to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default, or an acquiescence therein; and every power and remedy given by this article may be exercised from time to time, and as often as may be deemed expeditious by a Holder. Notwithstanding the foregoing, under no circumstances will the remedies for an Event of Default include acceleration of the payment of the Note. Section 18. General Authority. The officers and employees of the City are hereby authorized and directed to take all other necessary actions and execute all necessary documents to carry out the provisions of this Ordinance. Section 19. Severability. If any one or more of the covenants, agreements or provisions of this Ordinance should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions of this Ordinance or of the Note issued hereunder, which remaining covenants, agreements and provisions shall remain in full force and effect. Section 20. No Third -Party Beneficiaries. Except as herein otherwise expressly provided, nothing in this Ordinance expressed or implied is intended or shall be construed to confer upon any person, firm or corporation other than the City and the Holder from time to time of the Note issued hereunder, any right, remedy or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City and the Holder from time to time of the Note issued hereunder. Section 21. Controlling Law; Officials of City Not Liable. All covenants, stipulations, obligations and agreements of the City contained in this Ordinance and the Note shall 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 in this Ordinance or the Note shall be a covenant, stipulation, obligation or agreement of any present or future member, agent, officer or employee of the City or the Governing Body in his or her individual capacity, and neither the members or officers of the Governing Body nor any official executing the Note shall be liable personally on the Note or shall be subject to any personal liability or accountability by reason of the issuance or the execution of the Note by the City or such members thereof. Section 22. Repeal of Inconsistent Ordinances. All ordinances or parts thereof in conflict herewith are, to the extent of such conflict, superseded and repealed. MIAMI/4280979.4 9 Ord. No. 18 -12 -2134 Section 23. Codification. The provisions of this Ordinance shall become and be made part of the Code of Ordinances of the City of South Miami as amended; the sections of this Ordinance may be renumbered or re- lettered to accomplish such intention; and that the word "ordinance" may be changed to "section" or other appropriate word. Section 24. Effective Date. This Ordinance shall become effect immediately upon its enactment. PASSED AND ENACTED this 24th day of September, 2012, ATTEST: 1St Reading: 9/4/12 2nd Reading: 9/24/12 READ AND LANGUAG CITY 1'. •ICY/ AS TO FORM, MIAMI/4280979.4 10 APPROVED: Iff A • COMMISSION VOTE: 5 -0 Mayor Stoddard: Yea Vice Mayor Liebman: Yea Commissioner Newman: Yea Commissioner Harris: Yea Commissioner Welsh: Yea EXHIBIT "A" FORM OF NOTE REGISTERED REGISTERED No. R- $ UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF SOUTH MIAMI, FLORIDA CAPITAL IMPROVEMENT REVENUE REFUNDING NOTE, SERIES 2012 Interest Rate 3.50% REGISTERED OWNER: PRINCIPAL AMOUNT: Maturity Date May 1, 2032 Date of Original Issuance , 2012 MILLION DOLLARS KNOW ALL MEN BY THESE PRESENTS, that the City of South Miami, Florida, a municipal corporation of the State of Florida (hereinafter called the "City ") for value received, hereby promises to pay to the Registered Owner identified above, or to registered assigns or legal representatives, but solely from the revenues hereinafter mentioned, on the dates hereinafter provided, the Principal Amount identified above, and to pay, solely from such revenues, interest on the Principal Amount remaining unpaid from time to time, at the interest rate per annum set forth herein (the "Note Rate "), until the entire Principal Amount has been repaid. Principal of and interest on this Note will be paid by bank wire, check, draft or bank transfer delivered to the Registered Owner hereof at such address as may be provided in writing by the Registered Owner to the City no later than the close of business on the fifth Business Day (as defined in the hereinafter described Ordinance), next preceding each interest payment date (the "Record Date "). Interest on this Note shall be calculated on the basis of a 360 day year consisting of twelve thirty day months. Payments of accrued interest will be due on May 1 and November 1 of each year, beginning November 1, 2012. Payments of principal on this Note will be due on May 1 and November 1 of each year, beginning November 1, 2012, in accordance with Schedule 1 attached hereto. Each date when principal and /or interest on this Note is due is a "Payment Date." If any Payment Date is not a Business Day, the payment otherwise due on such Payment Date shall be due on the next succeeding Business Day as if paid on such Payment Date. Any payment of principal hereof or interest hereon not paid within fifteen (15) days of when due shall bear interest from the due date until paid at the lesser of (i) the Note Rate plus 4% per annum or (ii) the maximum rate permitted by law. MIAMI/4280979.4 A -1 This Note is issued in the principal amount of $ to refinance the Refinanced Loans (as defined in the Ordinance defined below), pursuant to the authority of and in full compliance with the Constitution and laws of the State of Florida, including particularly Article VIII, Section 2 of the Constitution of the State of Florida, Chapter 166, Florida Statutes and the Charter of the City (collectively, the "Act "), and Ordinance No. , enacted by the and City Commission of the City on _, 2012 (the "Ordinance "). Mayor This Note and the interest hereon and any other amount due hereunder are secured by City's covenant to budget and appropriate in each Fiscal Year from its Legally Available Non- Ad Valorem Revenues, sufficient moneys to pay the principal of and interest on this Note and any other amounts due hereunder, until this Note has been paid in full, as more particularly set forth in the Ordinance. Reference is hereby made to the Ordinance for the provisions, among others, relating to the terms and security for the Note, the rights and remedies of the Registered Owner of the Note and the limitations thereon, and the extent of and limitations on the City's rights, duties and obligations, to all of which provisions the Registered Owner hereof for himself and his successors in interest assents by acceptance of this Note. All terms used herein in capitalized form, unless otherwise defined herein, shall have the meanings ascribed thereto in the Ordinance. This Note has been designated by the City as a "qualified tax - exempt obligation" under Section 265(b)(3)(B) of the Internal Revenue Code of 1986, as amended (the "Code "). If for any reason this Note loses its "qualified tax - exempt obligation" status under Section 265(b)(3)(B) of the Code (an "Event of BQ Loss "), this Note shall bear interest from the earliest effective date of such Event of BQ Loss at the Non -BQ Rate (hereinbelow defined). No Event of BQ Loss shall be deemed to occur unless the City has been given timely written notice of such occurrence by the Registered Owner and, to the extent permitted by law, an opportunity to participate in and seek, at the City's own expense, a final administrative determination by the Internal Revenue Service or determination by a court of competent jurisdiction (from which no further right of appeal exists) as to the occurrence of such Event of BQ Loss; provided that the City, at its own expense, delivers to the Registered Owner an opinion of bond counsel acceptable to such Registered Owner to the effect that such appeal or action for judicial or administrative review is not without merit and there is a reasonable possibility that the judgment, order, ruling or decision from which such appeal or action for judicial or administrative review is taken will be reversed, vacated or otherwise set aside. "Non -BQ Rate" shall mean, upon an Event of BQ Loss, the interest rate per annum that shall provide the Registered Owner with the same after tax yield that the Registered Owner would have otherwise received had the Event of BQ Loss not occurred, taking into account the inability of the Registered Owner to deduct a portion of its carrying cost for this Note as a result of such Event of BQ Loss. The Registered Owner shall provide the City with a written statement explaining the calculation of the Non -BQ Rate, which statement shall, in the absence of manifest error, be conclusive and binding on the City. If for any reason the interest on this Note becomes includable in the gross income of the Registered Owner for Federal income tax purposes (an "Event of Taxability "), this Note shall MIAMI/4280979.4 A-2 bear interest from the earliest effective date of such Event of Taxability at the Taxable Rate (hereinbelow defined). No Event of Taxability shall be deemed to occur unless the City has been given timely written notice of such occurrence by the Registered Owner and, to the extent permitted by law, an opportunity to participate in and seek, at the City's own expense, a final administrative determination by the Internal Revenue Service or determination by a court of competent jurisdiction (from which no further right of appeal exists) as to the occurrence of such Event of Taxability; provided that the City, at its own expense, delivers to the Registered Owner an opinion of bond counsel acceptable to such Registered Owner to the effect that such appeal or action for judicial or administrative review is not without merit and there is a reasonable possibility that the judgment, order, ruling or decision from which such appeal or action for judicial or administrative review is taken will be reversed, vacated or otherwise set aside. "Taxable Rate" shall mean, upon an Event of Taxability, the interest rate per annum that shall provide the Registered Owner with the same after tax yield that the Registered Owner would have otherwise received had the Event of Taxability not occurred, taking into account the increased taxable income of the Registered Owner as a result of such Event of Taxability. The Registered Owner shall provide the City with a written statement explaining the calculation of the Taxable Rate, which statement shall, in the absence of manifest error, be conclusive and binding on the City. THIS NOTE SHALL NOT BE DEEMED TO CONSTITUTE A GENERAL DEBT OR A PLEDGE OF THE FAITH AND CREDIT OF THE CITY, OR A DEBT OR PLEDGE OF THE FAITH AND CREDIT OF THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL, LEGISLATIVE OR CHARTER PROVISION OR LIMITATION, AND IT IS EXPRESSLY AGREED BY THE REGISTERED OWNER OF THIS NOTE THAT SUCH REGISTERED OWNER SHALL NEVER HAVE THE RIGHT, DIRECTLY OR INDIRECTLY, TO REQUIRE OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE CITY OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE OF FLORIDA OR TAXATION IN ANY FORM ON ANY REAL OR PERSONAL PROPERTY FOR THE PAYMENT OF THE PRINCIPAL OF, AND INTEREST ON THIS NOTE OR FOR THE PAYMENT OF ANY OTHER AMOUNTS PROVIDED FOR IN THE ORDINANCE, This Note shall be and have all the qualities and incidents of negotiable instruments under the law merchant and the Uniform Commercial Code of the State of Florida, subject to the assignment provisions contained herein and in the Ordinance. It is further agreed between the City and the Registered Owner of this Note that this Note and the indebtedness evidenced hereby shall not constitute a lien upon any real or tangible personal property of or in the City. Neither the members of the governing body of the City nor any person executing the Note shall be liable personally on the Note by reason of its issuance. This Note may be prepaid by the City prior to its maturity, in whole, but not in part, on any scheduled principal payment date with a prepayment premium of one percent (1%) of the then outstanding principal amount of this Note. MIAMI/4280979.4 A -3 This Note may not be assigned by the Registered Owner except as provided in Section 6 of the Ordinance. Such assignment shall only be effective, and the City obligated to pay such assignee, upon delivery to the Finance Director at the address set forth below of a written instrument or instruments of assignment in the form provided herein, duly executed by the Registered Owner or by his attorney -in -fact or legal representative, containing written instructions as to the details of assignment of this Note, along with the social security number or federal employer identification number of such assignee. In all cases of an assignment of this Note the City shall at the earliest practical time enter the change of ownership in the registration books; provided, however, the written notice of assignment must be received by the Finance Director no later than the close of business on the fifth Business Day prior to a Payment Date in order for the assignee to receive the interest and principal payment due on such Payment Date. The City may conclusively rely on the authenticity of any Form of Assignment delivered to it in accordance with this paragraph and accompanied by the original of the Note to which it relates. The City may charge the Registered Owner for the registration of every such assignment of the Note an amount sufficient to reimburse it for any tax, fee or any other governmental charge required to be paid, except for any such governmental charge imposed by the City, with respect to the registration of such assignment, and may require that such amounts be paid before any such assignment of the Note shall be effective. Any payment or notice required to be given to the Bank hereunder shall be given to Branch Banking and Trust Company at 5130 Parkway Plaza Boulevard, Building #9, Charlotte, North Carolina 28217, Attention: Account Administration/Municipal, or such other address or addresses as the Bank shall provide the City in writing. In the event of an assignment of this Note, any payment or notice required to be given to the Registered Owner hereunder shall be given to the Registered Owner at the address or addresses shown on the Form of Assignment hereto, or such other address or addresses as the Registered Owner shall provide the City in writing. Any notice required to be given to the City hereunder shall be given to the Finance Director at 6130 Sunset Drive, South Miami, Florida 33143, or such other address or addresses as the City shall provide the Bank or any future holder of this Note in writing It is hereby certified and recited that all acts, conditions and things required to exist, to happen, and to be performed precedent to and in the issuance of this Note exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable hereto, and that the issuance of the Note does not violate any constitutional or statutory limitation or provision. MIAMI/4280979.4 A -4 IN WITNESS WHEREOF, the City has caused this Note to be executed in its name as of the date hereinafter set forth. The date of this Note is , 2012. CITY OF SOUTH MIAMI, FLORIDA (SEAL) By: ATTEST: By: City Clerk READ AND APPROVED LANGUAGE, EXECUTIO H � OF: IC City AS TO FORM, AND MIAMI/4280979.4 A-5 City Manager form of assignment FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto thereunder, and hereby irrevocably the within Note and all rights constitutes and appoints attorney to transfer the within Note in the books kept by the City for the registration thereof, with full power of substitution in the premises. Dated: SOCIAL SECURITY NUMBER OR FEDERAL IDENTIFICATION NUMBER OF ASSIGNEE NOTICE: The signature of this assignment must correspond with the name as it appears upon the within Note in every particular, or any change whatever. [Form of Abbreviations] The following abbreviations, when used in the inscription on the face of the within Note, shall be construed as though they were written out in full according to the applicable laws or regulations. TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with the right of survivorship and not as tenants in common UNIFORM TRANS MIN ACT - Custodian for (Cust) Under Uniform Transfers to Minors Act of (State) (Minor) Additional abbreviations may also be used though not in the above list. Name and address of assignee for payment and notice purposes Notice: Date: Payment: Assignee: By: Title: MIAMI/4280979.4 A -6 SCHEDULE 1 Payment Date November 1, 2012 May 1, 2013 November 1, 2013 May 1, 2014 November 1, 2014 May 1, 2015 November 1, 2015 May 1, 2016 November 1, 2016 May 1, 2017 November 1, 2017 May 1, 2018 November 1, 2018 May 1, 2019 November 1, 2019 May 1, 2020 November 1, 2020 May 1, 2021 November 1, 2021 May 1, 2022 November 1, 2022 May 1, 2023 November 1, 2023 May 1, 2024 November 1, 2024 May 1, 2025 November 1, 2025 May 1, 2026 November 1, 2026 May 1, 2027 November 1, 2027 May 1, 2028 November 1, 2028 May 1, 2029 November 1, 2029 May 1, 2030 November 1, 2030 May 1, 2031 November 1, 2031 May 1, 2032 MIAMI/4280979.4 A-7 Principal Amount Due ,a South Miami AII•AmericaCfly CITY OF SOUTH MIAMI t 11110 r OFFICE OF THE CITY MANAGER INTER - OFFICE MEMORANDUM 2001 To: The Honorable Mayor & Members of the City Commission From: Hector Mirabile, PhD, City Manager Date: September 4, 2012 Agenda Item No.: Subject: An Ordinance of the City Commission of the City of South Miami, Florida, authorizing the issuance of its Capital Improvement Revenue Refunding Note, Series 2012, in the principal amount not to exceed $5,800,000, for the purpose of refinancing certain of the City's outstanding indebtedness and paying the costs of issuance of the Note and of refinancing such indebtedness; covenanting to annually budget and appropriate funds from Legally Available Non - Ad Valorem Revenues to repay such Note; providing the form, terms and details of the Note; awarding the Note to Branch Banking and Trust Company by negotiated sale; making certain covenants and agreements in connection therewith; authorizing and directing officers and employees of the City to take all necessary actions and execute all necessary documents. Background: The City of South Miami in conjunction with the City's Financial Advisor requested bank proposals on a 15 year and 20 year basis to refund a portion or all of the City's 2001 A and 2002A loans. Based upon the three qualified proposals received, the proposed ordinance authorizes the issuance of the Series 2012 Note to BB &T on a bank qualified basis. This recommendation is based upon an attractive 20 -year interest rate (3.50%) that is held through closing, the flexibility to prepay the loan on any interest payment date with a 1% premium, and increased present value debt service savings compared to 15 -year alternatives Pinnacle Public Finance provided for a lower interest rate on a 15 -year basis (2.63 %), but did not allow for prepayment prior to 2017 and at a 2% premium. Additionally, the 15 -year loan does not provide as much debt service savings versus the 20 year alternative. The present value savings is over $640,000 or 12% of the bonds refunded based upon the interest rate (3.50 %) provided by BB &T. Attached — Ordinance Capital Improvement Revenue Refunding Documentation: Note, Series 2012 BB &T Term Sheet Proposal — FirstSouthwest Refunding Presentation — FirstSouthwest Preliminary Series 2012 Numbers - BB &T -20 Years — South Miami Bank Loan RFP's Bank Distribution List 8 -& 12 BB &T BB &T Governmental Finance 255 S. Orange Avenue Orlando, FL 32801 (407) 241 -3570 Fax (877) 320 -4453 August 21, 2012 Ms. Maria Menendez City Clerk City of South Miami 6130 Sunset Drive South Miami, FL 33143 Dear Ms. Menendez: Branch Banking and Trust Company (`BB &T ") is pleased to submit the following summary of terms and conditions for discussion for the financing requested by the City of South Miami, FL ( "City "). This is not a commitment to lend; however, it is intended to form a basis for discussion of the key terms which BB &T believes could be incorporated into a commitment, subject to the final approval by BB &T's Corporate Credit Committee. (1) Projects: Refunding Revenue Note, Series 2012 ( "Note ") (2) Amount to be financed: Not to exceed $5,800,000.00 (3) Interest Rates, Financing Terms and Corresponding Payments: Final Maturity BQ Rate Ma 1, 2027 2.79% Ma 1, 2032 3.50% Interest payments shall be due semiannually commencing November 1, 2012, and shall continue each May l and November 1 thereafter through final maturity. Principal payments shall be due annually commencing November 1, 2012, and shall continue each November I thereafter through final maturity. Interest on the principal balance of the Note shall accrue based on a 301360 day count basis. Upon being awarded this transaction, BB &T must approve the final amortization schedule. Upon Corporate Credit Committee approval, our interest rates will be valid for a closing date not later than 45 days after the date of our proposal. Closing of the financing is contingent upon completing documentation acceptable to BB &T and its counsel. BB &'1 °s legal review expenses and underwriting fees for this financing transaction shall be $3,500.00. All applicable taxes, permits, costs of counsel for the City and any other costs shall be the City's responsibility and separately payable by the City. The City shall have the option of (i) having the ability to prepay the Note in whole on a scheduled principal payment date with a I% prepayment penalty or (2) having the Note be non- callable for the first half of the term and then callable at par (in whole) thereafter on a scheduled principal payment date: The financing documents shall include provisions that will outline appropriate changes to be implemented in the event that this transaction is determined to be taxable or non bank qualified in accordance with Florida State Statutes or the Internal Revenue Service code. These provisions must be acceptable to BB &T. (4) Financing Documents: It shall be the responsibility of the City to retain and compensate counsel to appropriately structure the financing documents according to Florida State statutes. BB &T shall also require the City to provide an unqualified bond counsel opinion. BB &T and its counsel reserve the right to review and approve all documentation before closing. (5) Security: The Note shall be secured by a covenant to budget and appropriate from legally available Non -Ad Valorem Revenues of the City in amounts sufficient to repay the principal and interest of the loan when due. Please call me at (407) 241 -3570 with your questions and comments. We look forward to hearing from you. Sincerely, BRANCH BANKING AND TRUST COMPANY Michael C. Smith Assistant Vice President Q O a w H o �.�..{ v a� Oc Q C%4 � rT . (0 O "a ca a O o wo U. i� O l 0. W p M 0 LO 0 N LO O N m N M N (f3 ~ Q 0O N 0) O U Ln � gn C G N � Q, 6 U �1 Q C1� CC3 �.J `m `m O d Z• t ? 'J ro ra !a a 1 U v z N W h N 'O W Qj H D ul E O U N C � N O E � O z3 E i) a) C O .0 (U (a O a) (if 0) vor n 5qX F. a noz I PHI N .o sIaZ3 m � O C N 0 0 � U U) 'O � O ((f L. C I T Y OF SOUTH M I A M I , F L O R I D A 4 CQ O L. uj L N LL E O U N C � N O E � O z3 E i) a) C O .0 (U (a O a) (if 0) vor n 5qX F. a noz I PHI N .o sIaZ3 m � O C N 0 0 � U U) 'O � O ((f L. 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N,, N '.CV : N co 0 U' N e- 0 N N L N O U C) lz N O \ O h N C Q3 U O V N h c m ro C Q co fi Q r 0 m CL E 0 U av M t 0 y Z 11.._ N Eo 0 2O IN bA U w N N • r-I N N rmmwi ct N bA cri 4J ml �U C cu _C LL O cu O L CL C%. 03 a) U C tV C 'O L O 4 O C C "O O N E � U O N r) co r- Cn CIO cn N I-- C I T Y OF SOUTH M I A M I , F L O R I D A Firstsouthwest4* TABLE OF CONTENTS City of South Miami, Florida Capital Improvement Revenue Refunding Note, Series 2012 Preliminary /Subject to Change Branch Banking & Trust 20 -Year Term 13.50% 1 October 2nd Closing Report Page Series 2012 Sources and Uses of Funds 1 Bond Summary Statistics 2 Bond Pricing , , , 0 3 Bond Debt Service 4 Cost of Issuance , , . , , , . 6 Summary of Bonds Refunded 7 Prior Bond Debt Service 8 Savings 9 Summary of Refunding Results 10 Escrow Requirements , , 1 11 Refunding Series 2001A Sources and Uses of Funds 12 Bond Summary Statistics 13 Bond Debt Service , , 0 14 Summary of Bonds Refunded 15 Prior Bond Debt Service 16 Savings . , , , , 0 17 Summary of Refunding Results 18 Escrow Requirements 19 Refunding Series 2002A Sources and Uses of Funds 20 Bond Summary Statistics 21 Bond Debt Service . . 1 22 Summary of Bonds Refunded 23 Prior Bond Debt Service 24 Savings 25 Summary of Refunding Results 26 Escrow Requirements . , 6 27 Aug 29, 2012 10:20 pm Prepared by FirstSouthwest Ugt) (Finance 7.002 south mfamf, f1:2012) FirstSouthvvest4* SOURCES AND USES OF FUNDS City of South Miami, Florida Capital Improvement Revenue Refunding Note, Series 2012 Preliminary /Subject to Change ------------------ -- ---- Branch Banking & Trust 20 -Year Term 1 3.50% 1 October 2nd Closing Dated Date 10/02/2012 Delivery Date 10/02/2012 Ang 79, 201.2 10:70 pm Prppared by FirgSouthwPst (igt) (Finance 7.002 south Miami, f1:2012) Page 1 Refunding Refunding Sources: Series 2001A Series 2002A Total Bond Proceeds: Par Amount 1,844,000.00 3,748,000400 50592,000.00 1,844,000.00 3,7480000.00 51592,000.00 Refunding Refunding Uses: Series 2001A Series 2002A Total Refunding Escrow Deposits: Cash Deposit 11824,681.25 3,7131434.38 51538,115.63 Delivery Date Expenses: Cost of Issuance 19131835 34,565.62 53,884.37 11844,000.00 3,748,000.00 515921000.00 Ang 79, 201.2 10:70 pm Prppared by FirgSouthwPst (igt) (Finance 7.002 south Miami, f1:2012) Page 1 FirstSouthwest,T* BOND SUMMARY STATISTICS City of South Miami, Florida Capital Improvement Revenue Refunding Note, Series 2012 Preliminary /Subjectto Change Branch Banking & Trust 20 -Year Term 13,50% 1 October 2nd Closing Dated Date 10!02 /2012 Delivery Date 10102/2012 First Coupon 11/01/2012 Last Maturity 05/01/2032 Arbitrage Yield 3.500240% True Interest Cost (TIC) 3.500240% Net interest Cost(NIC) 3.500000% Ali -In TIC 3.614085% Average Coupon 3.500000% Average Life (years) 10.806 Duration of Issue (years) 8.675 Par Amount 5,592,000.00 Bond Proceeds 50592,000.00 Totalinterest 21114,873.84 Net Interest 21114,873.84 Total Debt Service 7,7061873.84 Maximum Annual Debt Service 3900187.50 Average Annual Debt Service 393,598.32 Underwriter's Fees (per $1000) Average Takedown Other Fee Total Underwriter's Discount -Bid Price 100.000000 Aug 29, 2012 10:20 pm Prepared by FirstSouthwest ugt) (Finance 7.002 south miami, f1:2012) Page 2 Par Average Average PV of 1 by Bond Component Value Price Coupon Life Duration change Term Loan 5,5921000.00 100.000 3.500% 10.806 8.675 7,828.80 5,5921000.00 10.806 70828.80 All -in Arbitrage TIC TIC Yield Par Value 5,5921000.00 51592,000.00 51592,000.00 • Accrued Interest • Premium (Discount) - Underwriter's Discount - Cost of Issuance Expense (53,884.37) - Other Amounts Target Value 5,592,000.00 5,538,115.63 5,5921000.00 Target Date 10/02/2012 10102/2012 10/02/2012 Yield 3.500240% 3.614085% 3.500240% Aug 29, 2012 10:20 pm Prepared by FirstSouthwest ugt) (Finance 7.002 south miami, f1:2012) Page 2 FirstSouthvvest4* BOND PRICING City of South Miami, Florida Capital Improvement Revenue Refunding Note, Series 2012 Preliminary /Subject to Change Branch Banking & Trust 20 -Year Term 13.50% j October 2nd Closing Maturity Band Component Date Amount Rate Yield Price Principal Cast Term Loan: 11/01/2012 137,000 3.500% 3.500% 100.000 137,000.00 05/01/2013 139,00D 3.500% 3.500% 100.000 139,000.00 11/01/2013 99,000 3.500% 3.500% 100.000 99,000.00 05/01/2014 101,000 3.500% 3.500% 100.000 101,000.00 11101/2014 1070000 3.500% 3.500% 100.000 107,000.00 05/01/201S 106,000 3.500% 3.500% 100.000 106,000.00 11101/2015 108,000 3.500% 3.500% 100.000 108,000.00 05/01/2016 108,000 3.500% 3.500% 100.000 108,000.00 11/01/2016 111,000 3.500% 3.500% 100.000 1111000.00 05/01/2017 1120000 3.500% 3.500% 100.000 1120000.00 11/01/2017 1140000 3.500% 3.500% 100.000 114,000.00 05/01/2018 116,000 3.500% 3.500% 100.000 1160000.00 11/01 /2018 120,000 3.500% 3.500% 100.000 1200000.00 05/01/2019 122,000 3.500% 3.500% 100.000 122,000.00 11/01/2019 125,000 3.500% 3.500% 100.000 125,000.00 05/01/2020 124,000 3.500% 3.500% 100.000 1240000.00 11/01/2020 127,000 31500% 3.500% 100.000 127,000.00 05/01/2021 1290000 3.500% 3.5000/6 100.000 129,000.00 11/01/2021 1330000 3.500% 3.500% 100.000 133,000.00 05/01/2022 135,000 3.500% 3.500% 100.000 135,000.00 11/01/2022 137,000 3.500% 31500% 100.000 1370000.00 05/01/2023 138,000 3.500% 3.5001 100.000 138,000.00 11/01/2023 140,000 3.500% 3.500% 100.000 140,000.00 05/01/2024 141,000 3.500% 3.500% 100.000 141,000.00 11/0112024 146,000 3.500% 3500% 100.000 246,000.00 05/01/2025 146,OD0 31500% 3.5009/a 100.000 1460000.00 11/01/2025 150,000 3.500% 3.500% 100.000 150100100 05/01/2026 153,000 3.500% 3.50D% 100.000 153,000.00 11/01/2026 157,000 3.500% 3.500% 100.000 1570000.00 05/0112027 157,000 3.50D% 3.500% 100.000 157,000.00 11/01/2027 165,000 3.500% 3.500% 100.000 1650000.00 05/01/2028 164,000 3.500% 3.500% 100.000 164,000.00 11/0112028 171,000 3.500% 3.500% 100.000 171,000.00 05/01/2029 172,000 3.500% 3.500% 100.000 172,000.00 11101/2029 174,000 3.500% 3.500% 100.000 174,000.00 05/01/2030 177,000 3.500% 3.500% 100.000 177,000.00 11/01/2030 179,000 3.500% 3.500% 100.000 179,000.00 05/0112031 180,000 3.500% 3.500% 100.000 180,000.00 11/01/2031 185,000 3.500% 3.500% 100.000 185,000.00 05/01/2032 187,000 3.500% 3.500°/° 100.000 187,000.00 5,592,000 5,592,000.00 Dated Date 10/02/2012 Delivery Date 10/0212012 First Coupon 11/01/2012 Par Amount 5,592,000.00 Original Issue Discount Production 51592,000.00 100.000000% Underwriter's Discount Purchase Price 51592,000.00 100.000000% Accrued Interest Net Proceeds 5,592,000.00 Aug 29, 2012 10:20 pm Prepared by FirstSouthwest (jgt) (finan(:e 7.002 south miami, fi:2012) Page 3 FirstSouthvuest+l*. BOND DEBT SERVICE City of South Miami, Florida Capital Improvement Revenue Refunding Note, Series 2012 Preliminary /Subject to Change Period Ending Branch 20 -Year Term 1330% Principal Coupon Banking & Trust 1 October 2nd Closing Interest Debt Service Annual Debt Service 11/01/2012 137,000 3.500% 15,766.34 152,766.34 05/01/2013 1391000 3.500% 95,462.50 234,462.50 09/30/2013 387,228.84 11/01/2013 99,0D0 3.500% 93,030.00 192,030.00 05/01/2014 101,000 3.500% 91,297.50 192,297.50 09/30/2014 3840327.50 11/01/2014 107,000 3.500% 89,530.00 196,530.00 05/01/2015 106,000 3.500% 87,657.50 193,657.50 09/30/2015 390,187.50 11/01/2015 - 108,000 3,500% 85,802.50 193,802.50 05/01/2016 108,000 3.500% 83,912.50 191,912.50 09/30/2016 385,715.00 11/01/2016 1111000 3.500% 82,022.50 193,022.50 05/01/2017 112,000 3.500% 80,080.00 192,080.0D 09/30/2017 385,102.50 11/01/2017 114,000 3.500% 781120.OD 192,120.00 05/01/2018 116,000 3.500% 76,125.00 192,125.00 09/30/2018 384,245.00 11101/2018 1200000 3.500% 741095.00 194,095.00 05/01/2019 1220000 3.500% 71,995.00 193,995.OD - 09130/2019 388,090.00 11/01/2019 125,000 3.500% 69,860.00 194,860.00 05/01/2020 124,000 3.500% 67,672.50 191,672.50 09/30/2020 386,532.50 11/01/2020 127,00D 3.500% 65,502.50 192,502.50 05/01/2021 1290000 3.500% 63,280.00 192,280.00 09/30/2021 3840782.50 11/01/2021 1330000 3.500% 610022.50 194,022.50 05/01/2022 135,000 3.500% 580695.00 193,695.00 09/30/2022 387,717.50 11/01/2022 137,000 3.500% 560332.50 193,332.50 05101/2023 138,000 3.500% 530935.00 191,935.00 09/30/2023 385,267.50 11101/2023 140,000 3.500% 51,520.00 191,520.00 05/01/2024 141,000 3.500% 49,070.00 190,070.00 09/30/2024 381,590.00 11/01/2024 146,ODD 3.500% 460602.50 192,602.50 05/01/2025 146,00D 3.500% 44,047.50 190,047.50 09/30/2025 382,650.00 11/01/2025 150,000 3.500% 41,492.50 191,492.50 05101/2026 153,000 3.500% 38,867:50 194867.50 09/30/2026 383,360.00 11/01/2026 157,000 3.500% 36,190.00 193,190.00 05/01/2027 - 157,000 3.500% 33,442.50 190,442.50 09130/2027 383,632.50 11101/2027 165,000 3.500% 30,695.00 195,695.00 05101/2028 164,000 3.500% 27,807.50 194807.50 09/30/2028 387,502.50 11/01/2028 171,000 3.500% 24,937.50 195,937.50 05/01/2029 172,000 3.500% 21,945.00 193,945.00 09/30/2029 389,882.50 11/0112029 174,000 3.500% 18,935.00 192,935.00 05/01/2030 177,000 3,500% 15,890.00 1920890.00 09/30/2030 385,825.00 11/01/2030 179,000 3.500% 12,792.50 191,792.50 US/Ol /dudl 180,uU0 3.400% 9,fi6n nn tnn,660.00 09/30/2031 381,452.50 11/01/2031 185,000 3.500% 60510.00 1911510.00 05/01/2032 187,000 3.500% 31272.50 190,272.50 09/30/2032 381,782,50 %S921d00 2,114,873.84 7,706,873.84 7,7061873.84 Aug 29, 2012 10:20 pm Prepared by FirstSouthwest (jgt) (Finance 7.002 south miami, f1:2012) Page 4 FirstSouthwest BOND DEBT SERVICE City of South Miami, Florida Capital Improvement Revenue Refunding Note, Series 2012 Preliminary /Subject to Change Branch Banking & Trust 20 -Year Term 150% j October 2nd Closing Period Ending Principal Coupon Interest Debt Service 09/30/2013 276,000 3.500% 111,228.84 387,228.84 09/30/2014 200,000 1500% 184,327.50 384,327.50 09/30/2015 213,000 3.500% 177,187.50 390,187.50 09/30/2016 216,000 3.500% 169,715.00 385,715.00 09/30/2017 223,000 3.500% 162,102.50 385,102.50 09/30/2018 230,000 1500% 154,245.00 384,245.00 09/30/2019 242,000 3.500% 146,090.00 388,090.00 09/30/2020 2490000 3.500% 137,532450 386,532.50 09/30/2021 256,000 3.500% 128,782.50 384,782.50 09/30/2022 268,000 3.500% 119,717.50 387,717.50 09130/2023 275,000 3.500% 110,267.50 385,267.50 09/30/2024 281,000 3.500% 100,590.00 381,590.00 09/30/2025 292,000 3.500% 90,650.00 382,650.00 09/30/2026 303,000 3.500% 801360.00 383,360.00 09/30/2027 314,000 1500% 69,632950 383,632.50 09/30/2028 329,000 3.500% 58,502.50 387,502.50 09/30/2029 343,000 1500% 46,882.50 389,882.50 09/30/2030 351,000 3.500% 34,825.00 385,825.00 09/30/2031 359,000 3.500% 22,452.50 381,45230 09/30/2032 372,000 3.500% 91782.50 381,782.50 5,592,000 2,114,873.84 7,7061873.84 Aug 29, 2012 10 :20 pm Prepared by First5nuthwest (igt) (Finance 7.002 south miami, fl:2012) Page 5 FirstSouthvvestl* COST OF ISSUANCE City of South Miami, Florida Capital Improvement Revenue Refunding Note, Series 2012 Preliminary /Subject to Change Branch Banking & Trust 20 4ear Term 13.50% 1 October 2nd Closing Cost of Issuance $/1000 Amount Contingency 0.24484 1,369.14 Bond Counsel 3.57654 20,000.00 Bond Counsel Expenses 0.26824 10500.00 Financial Advisor 3.12947 17,500.00 Financial Advisor Expenses 0.17883 1,000000 Bank Counsel 0.62589 3,500.00 FMLC - Bond Counsel 0.89413 5,000.00 FMLC - Escrow Agent 0.17883 11000.00 FMLC "Administrator Fee 0.40508 21265.23 FMLC- Trustee Fee 0.13412 750.00 9,63597 53,884.37 Aug 29, 2012 10:20 pm Prepared by FirstSouthwest (jgt) (Finance 7.002 south miami,11:2012) Page 6 FirstSouthwestf' SUMMARY OF BONDS REFUNDED City of South Miami, Florida Capital Improvement Revenue Refunding Note, Series 2012 Preliminary /Subject to Change Bond Branch Banking & Trust 20 -Year Term 13.50% 1 October 2nd Maturity Interest Par Date Rate Amount Closing Call Date Call Price Florida Municipal Loan Council Bonds, Series 2001A, 2001A: 05/,01/2014 5.500% SERIAL 11/01/2012 50000% 55,000.00 05/01/2015 51500% 120,000.00 11/01/2013 5.250% 55,000.00 11/01/2012 100.000 125,000.00 11/01/2014 59250% 60,000.00 11/01/2012 1009000 130,000.00 11/01/2015 5.250% 60,000.00 11/01/2012 100.000 135,000.00 11/01/2016 51250% 65,000.00 11/01/2012 1004000 145,000.00 11/01/2017 5.250% 70,000.00 11/01/2012 100.000 485,00000 11/01/2018 5.250% 75,000.00 11/01/2012 1000000 TERM21 11/01/2021 4.750% 240,000.00 11/01/2012 1000000 TERM26 11/01/2026 50000% 480,000.00 11/01/2012 100.000 TERM31 11/01/2031 5,000% 6201000.00 11/01/2012 100.000 51365,000.00 107801000.00 Florida Municipal Loan Council Bonds, Series 2002A, 2002A: SERIAL 05/01/2013 51500% 105,000.00 11/01/2012 101.000 05/,01/2014 5.500% 110,000100 11/01/2012 1010000 05/01/2015 51500% 120,000.00 11/01/2012 101.000 05/01/2016 5.500% 125,000.00 11/01/2012 101.000 05/01/2017 5.500% 130,000.00 11/01/2012 101.000 05/01/2018 5.500% 135,000.00 11/01/2012 101.000 05/01/2019 51500% 145,000.00 11/01/2012 101.000 TERM22 05/01/2022 5.000% 485,00000 11/01/2012 101.000 TERM27 05/01/2027 50000% 975,000.00 11/01/2012 101.000 TERM32 05/01/2032 5.125% 1,255,000.00 11/01/2012 101.000 3,585,000.00 51365,000.00 Aug 29, 2012 10:20 pm Prepared by F.irst5outhwest (Igt) (Finance 7.002 south miami, fl:2012) Page 7 First5outhwest4' PRIOR BOND DEBT SERVICE City of South Miami, Florida Capital Improvement Revenue Refunding Note; Series 2012 Preliminary /Subject to Change Branch Banking & Trust 20 -Year Term 150% 1 October 2nd Closing Period Ending Principal Coupon interest Debt Service 09/30/2013 160,000 ** % 273,156.26 433,156,26 09/30/2014 165,000 ** % 264,562.51 429,562.51 09/30/2015 180,000 ** % 255,493.76 435,493.76 09/30/2016 185,000 ** % 245,743.76 430,743.76 09/30/2017 195,000 ** % 235,587.51 430,587.51 09/30/2018 205,000 ** % 224,89176 429,893.76 09/30/2019 220,000 ** % 213,662451 433,66261 09/30/2020 230,000 ** % 201,937.51 431,93761 09/30/2021 240,000 ** % 190,506.26 430,506.26 09/30/2022 255,000 ** % 178,587.51 433,587.51 09/30/2023 265,000 51000% 165,818.76 430,818.76 09/30/2024 275,000 51000% 152,568.76 427,568.76 09/30/2025 290,000 5.000% 138169176 428,693.76 09/30/2026 305,000 5.000% 124,068976 429,068 *76 09/30/2027 320,000 50000% 108,693.76 428,693.76 09/30/2028 340,000 ** % 92,568.76 432,568.76 09/30/2029 360,000 ** % 751031.26 435,031.26 09/30/2030 375,000 ** % 56,606.26 431,606.26 09/30/2031 390,000 ** % 37,418.76 427,418:76 09/30/2032 410,000 ** % 17,468.76 427,468.76 51365,000 3,253,068.95 81618,068.95 Aug 29, 2012 10:20 pm Prepared by FirstSouthwest (jgt) (Finance 7.002 south miami, f1:2012) Page 8 FirstSouthvvest '* SAVINGS City of South Miami, Florida Capital Improvement Revenue Refunding Note, Series 2012 Preliminary /Subject to Change Branch Banking & Trust 20 -Year Term 3950% 1 October 2nd Closing Date Prior Debt Service Refunding Debt Service Savings 09/30/2013 433,156.26 387,228.84 45,927.42 09/30/2014 429,562.51 384,327.50 45,235,01 09/30/2015 4350493.76 390,187950 45,306.26 09/30/2016 430,743.76 385,715.00 45,028.76 09/30/2017 430,587.51 385,102.50 45,485.01 09/30/2018 429,893.76 384,245.00 451648.76 09/30/2019 433,662.51 388,090.00 45,572.51 09/30/2020 4310937.51 386,532.50 45,405.01 09/30/2021 430,506.26 384,782.50 45,723.76 09/30/2022 433,587.51 387,717.50 451870.01 09/30/2023 4302818.76 385,267.50 45,551.26 09/30/2024 4270568.76 381,590.00 45,978.76 09/30/2025 428,693.76 382,650.00 46,043.76 09130/2026 429,068.76 383,360.00 45,708.76 09/30/2027 428,693.76 383,632.50 45,061.26 09/30/2028 432,568.76 387,502.50 45,066.26 09/30/2029 435,031.26 389,882.50 45,148.76 09/30/2030 431,606.26 385,825.00 45,781.26 09/30/2031 4271418.76 381,452.50 45,966.26 09/30/2032 427146836 381,782.50 45,686.26 8,618,068.95 7,7061873.84 911,195.11 Savings Summary Savings PV date 10/02/2012 Savings PV rate 3.614085% PV of savings from cash flow 644,297.29 Net PV Savings 644,297.29 Aug 29, 2012 10:20 pin Prepared by FirASuulhweA (jgt) (Finance 7.002 south miami, fl:2012) Page 9 FirstSouthwest M SUMMARY OF REFUNDING RESULTS City of South Miami, Florida Capital Improvement Revenue Refunding Note, Series 2012 Preliminary /Subject to Change Branch Banking & Trust 20 -Year Term 13.50% 1 October 2nd Closing Dated Date 10/02/2012 Delivery Date 10/02/2012 Arbitrage yield 3.500240% Escrow yield Bond Par Amount 51592,000.00 True Interest Cost 1500240% Net Interest Cost 3.500000% Ail -in TIC 3.614085% Average Coupon 1500000% Average Life 10.806 Par amount of refunded bonds 51365,000.00 Average coupon of refunded bonds 5.069361% Average life of refunded bonds 11.538 PV of prior debt to 10102/2012 @ 3.614085% 6,1820412.92 Net PV Savings 644,297.30 Percentage savings of refunded bonds 12,009269% Aug 29, 2012 10:20 pm Prepared by FirstSouthwest (igt) (Finance 7.002 south miami, f1:2012) Page 10 FirstSouthvvest ,�* ESCROW REQUIREMENTS City of South Miami, Florida Capital improvement Revenue Refunding Note, Series 2012 Preliminary /Subject to Change --------------- --------- Branch Banking & Trust 20 -Year Term 1150% 1 October 2nd Closing Period Principal Redemption Ending Principal interest Redeemed Premium Total 11/01/2012 55,000.00 137,265.63 513100000.00 35,850.00 515380115.63 55,000.00 137,265.63 513101000.00 35,850.00 5,538,115.63 Aug 2%2012 10:20 pm Prepared by F456outhwest (igt) (Finance 7.002 south miami, f1:2012) Page 11 First5outhwest 4? SOURCES AND USES OF FUNDS City of South Miami, Florida (Refunding of Series 2001A Portion) Preliminary /Subject to Change Dated Date 10/02/2012 Delivery Date 10/02/2012 Sources: Bond Proceeds: Par Amount 11844,000.00 1,844,000600 Uses: Refunding Escrow Deposits: Cash Deposit 1182476BL25 Delivery Date Expenses: Cost of Issuance 19,318.75 11844,000.00 Aug 29, 2012 10:20 pm Prepared by FirstSouthwest (igt) (Finance 7.002 south miami, fl:2012) Page 12 FfrstSouthvvest W BOND SUMMARY STATISTICS City of South Miami, Florida (Refunding of Series 2001A Portion) Preliminary /Subject to Change Dated Date Delivery Date Fiat Coupon Last Maturity Arbitrage Yield True Interest Cost (TIC) Net Interest Cost (NIC) All -in TIC Average Coupon Average Life (years) Duration of issue (years) Par Amount Bond Proceeds Totallnterest Net Interest Total Debt Service Maximum Annual Debt Service Average Annual Debt Service Underwriter's Fees (per $1000) Average Takedown Other Fee Total Underwriter's Discount 10/02/2012 10/02/2012 11/01/2012 05/01/2032 3.500240% 3.500239% 3.500000% 3.624023% 3.500000% 10.812 8.679 1,844,000.00 11844,000.00 697,814.06 697,814.06 2,541,814.06 129,515.00 129,813.17 Bid Price 1000000000 Par Average Average PV of 1 by Bond Component Value Price Coupon Life Duration change Term Loan 11844,000.00 100.000 3.500% 10.812 8.679 2,581.60 1,844,000.00 10.812 21581.60 Aug 29, 2012 10:20 pm Prepared by FirstSouthwest (jgt) (Finance 7.002 south miami,11:2012) Page 13 All -In Arbitrage TIC TIC Yield Par Value 1,844,000.00 1,844,000,00 1,8441000.00 • Accrued Interest • Premium (Discount) - Underwriter's Discount - Cost of Issuance Expense (19,318.75) - Other Amounts Target Value 1,8441000.00 11824,681.25 1,844,000.00 Target Date 10/02/2012 10/02/2012 10/02/2012 Yield 3.500239% 3.624023% 3.500240% Aug 29, 2012 10:20 pm Prepared by FirstSouthwest (jgt) (Finance 7.002 south miami,11:2012) Page 13 FirstSouthwest',* BOND DEBT SERVICE City of South Miami, Florida- (Refunding of Series 2001A Portion) Preliminary /Subject to Change Period Ending Principal Coupon Interest Debt Service 09/30/2013' 90,000 3.500% 36,681.56 126,681.56 09/30/2014 67,000 1500% 60,830.00 127,830.00 09/30/2015 70,000 3.500% 580432.50 128,432.50 09/30/2016 71,000 3.500% 55,982.50 126198150 09/3012017 74,000 3.500% 53,480.00 127,480.00 09/30/2018 75,000 36500% 50,872.50 125,87240 09/30/2019 7%000 1500% 48,212.50 127,212.50 09/30/2020 82,000 3.500% 45,412950 127,41240 09/30/2021 85,000 3400% 42,525.00 127,525.00 09/30/2022 90,000 3.500% 39,515.00 129,515.00 09/30/2023 9%000 3.500% 36,347.50 126,347.50 09/30/2024 93,000 1500% 330180.00 126,180.00 09/30/2025 96,000 3.500% 29,890.00 125,890.00 09/30/2026 100,000 3.5007a 26,512.50 126,512.50 09/30/2027 103,000 3.500% 22,977.50 125,977.50 09/30/2028 108,000 3.500% 19,320.00 127,320.00 09/30/2029 114,000 3400% 15,505.00 1291505.00 09/30/2030 116,000 1500% 11,497.50 127,497.50 09/30/2031 1180000 3.500% 7,402.50 125,402.50 09/30/2032 123,000 3.500% 31237.50 126,237950 1,844,000 697,814.06 2,541,814.06 Aug 29, 2012 10:20 pm Prepared by FirstSouthwest (jgt) (Finance 7.002 south mlami, f1:2012) Page 14 FirstSouthvuest4* SUMMARY OF BONDS REFUNDED City of South Miami, Florida (Refunding of Series 2001A Portion) Preliminary /Subject to Change Bond Maturity Date Interest Rate Par Amount Call Date Call Price Florida Municipal Loan Council Bonds, Series 2001A, 2001A: SERIAL 11101/2012 5.000% 55,000.00 11/01/2013 51250% 55,000.00 11/01/2012 100.000 11/01/2014 5.250% 60,000.00 11/01/2012 100.000 11/01/2015 51250% 60,000.00 11/01/2012 100.000 11/01/2016 5.250% 65,000.00 11/01/2012 1000000 11/01/2017 5150% 70,000.00 11/01/2012 100.000 11/01/2018 5150% 75,000.00 11/01/2012 1000000 TERM21 11/01/2021 4.750% 240,000.00 11/01/2012 100.000 TERM26 11/01/2026 50000% 480,000.00 11/01/2012 1000000 TERM31 11/01/2031 51000% 620,000.00 11/01/2012 100.000 11780,000.00 Aug 29, 2012 10:20 pm Prepared by First$outhwest (igt) (Finance 7.002 south miami, f1:2012) Page 1S F rstSouthwest4* PRIOR BOND DEBT SERVICE City of South Miami, Florida (Refunding of Series 2001A Portion) Preliminary /Subject to Change Period Ending Principal Coupon interest Debt Service 09/30/2013 55,000 5.000% 87,987.50 142,987.50 09/30/2014 550000 5.250% 85,168.75 140,168.75 09/30/2015 60,000 5.250•/a 82,150.00 142,150.00 09/30/2016 60,000 5.250% 79,000.00 139,000.00 09/3012017 65,000 5.250/ 75,718.75 140171835 09/30/2018 70,000 5.250% 72,175600 142,175.00 09/3012019 75,000 5.250% 68,368.75 143136835 09/30/2020 750000 4.750% 64,61835 139,618.75 09/30/2021 800000 4.750/ 60,937.50 140193760 09/30/2022 85,000 49750% 57,018.75 142101835 09/30/2023 90,000 51000% 52,750.00 142,750.00 09/30/2024 900000 51000% 48,250.00 1380250.00 09/30/2025 95,000 51000% 43,625,00 138,625.00 09/30/2026 100,000 51000% 38,750.00 1381750.00 09/3012027 105,000 50000% 331625.00 138,625.00 09/30/2028 1100000 51000% 281250.00 138,250.00 09/30/2029 120,000 51000% 22,500.00 142,500.00 09/30/2030 125,000 5.000% 16,375,00 141,375.00 09/30/2031 130,000 51000% 10,000600 140,000.00 09/30/2032 1350000 51000% 31375.00 138,375.00 1,7801000 1,0301643.75 218100643.75 Aug 29, 2012 10:20 pm Prepared by First5outhwest (igt) (Finance 7.002 south miami, }1:2012) Page 16 FirstSouthwest3* SAVINGS City of South Miami, Florida (Refunding of Series 2001A Portion) Preliminary /Subject to Change Date Prior Debt Service Refunding Debt Service Savings 09/30/2013 142,987650 126,681.56 16,305994 09/30/2014 140,168.75 127,830.00 12, 338.75 09/30/2015 142,150.00 128,432.50 13,717,50 09/30/2016 139,000.00 126,982.50 12,017.50 09/30/2017 140,718.75 127,480.00 13,238.75 09/30/2018 142,175.00 125,872.50 16,30150 09/30/2019 143,368.75 127p212,50 16,156.25 09/30/2020 139,618.75 127,412.50 121206.25 09/30/2021 140,937.50 127,525.00 13141150 09/30/2022 142,018.75 129,515.00 12,503.75 09/30/2023 142,750.00 126,347.50 16,402.50 09/30/2024 138,250.00 1261180.00 12,070.00 09/30/2025 138,625.00 125,890600 12,735.00 09/30/2026 138,750.00 126,512.50 12,237.50 09/30/2027 138, 625.00 125, 977.50 12,647.50 09/30/2028 138,250.00 127,320.00 10,930.00 09/30/2029 142,500.00 129,S05.00 12,995.00 09/30/2030 141,375.00 127,497.50 13,877.50 09/30/2031 140,000.00 125,402.50 14,597.50 09/30/2032 138,375.00 126,237.50 12,137.50 218100643.75 21541,814606 2680829.69 Savings Summary Savings PV date 10/02/2012 Savings PV rate 3.614085% PV of savings from cash flow 205,875.53 Net PV Savings 205,875.53 Aug 29, 2012 10:20 prn Prepared by FlrstSuuthwest (jgt) (Finance 7.002 south miami, fI:2012) Page 17 FirstSouthwestf? SUMMARY OF REFUNDING RESULTS City of South Miami, Florida (Refunding of Series 2001A Portion) Preliminary /Subject to Change Dated Date 10102/2012 Delivery Date 10102/2012 Arbitrage yield 3.500240% Escrow yield Bond Par Amount 11844,000.00 True Interest Cost 3.500239% Net Interest Cost 30500000% All -in TIC 1624023% Average Coupon 3.500000% Average Life 10,812 Par amount of refunded bonds 1,7801000,00 Average coupon of refunded bonds 4.993673% Average life of refunded bonds 11.173 PV of prior debt to 10/02/2012 @ 3.614085% 2,032,096.71 Net PV Savings 205,875.53 Percentage savings of refunded bonds 11366041% Aug 29, 2012 10:20 pm prepared by FirstSouthwest (igt) (Finance 7.002 south mianni, f1:2012) Page 18 First5outhwest ESCROW REQUIREMENTS City of South Miami, Florida (Refunding of Series 2001A Portion) Preliminary /Subject to Change Period Principal Ending Principal Interest Redeemed Total 11/01/2012 55,000,00 44,681.25 11725,000.00 1,824,681.25 55,000,00 44,681.25 1,725,000.00 11824,681.25 Aug 29, 2012 10:20 pm Prepared by rirstSouthwest (jgt) (Finance /.00'2 south miami, f1:2012) Page 19 FirstSouihwest4�* SOURCES AND USES OF FUNDS City of South Miami, Florida (Refunding of Series 2002A Portion) Preliminary /Subject to Change Dated Date 10/02/2012 Delivery Date 10/02/2012 Sources: Bond Proceeds: Par Amount Uses: Refunding Escrow Deposits: Cash Deposit Delivery Date Expenses: Cost of Issuance 3,7481000.00 3,748,000.00 3,713,434.38 34,565.62 31748,000.00 Aug 29, 2012 10:20 pm Prepared by FirstSouthwest (jgt) (Finance 7.002 south miami,11:2012) Page 20 First5outhwest4*. BOND SUMMARY STATISTICS City of South Miami, Florida (Refunding of Series 2002A Portion) Preliminary /Subject to Change Dated Date 10/02/2012 Delivery Date 10/02/2012 First Coupon 11/01/2012 Last Maturity 05/01/2032 Arbitrage Yield 3.500240% True Interest Cost (TIC) 3,500240% Net interest Cost(NIC) 3.500000% Atl -in TIC 3.609196% Average Coupon 3.500000% Average Life (years) 10.802 Duration of Issue (years) 8.672 Par Amount 3,7481000.00 Bond Proceeds 31748,000.00 Total Interest 11417,059.78 Net Interest 1,417105938 Total Debt Service 5,1651059.78 Maximum Annual Debt Service 261,755.00 Average Annual Debt Service 263,785.15 Underwriter's Fees (per $1000) Average Takedown Other Fee Total Underwriter's Discount Bid Price 100.000000 Par Bond Component Value Average Price Coupon Average Life Duration PV of 1 by change Term Loan 31748,000.00 1000000 30500% 10.802 8.672 5,247.20 Par Value + Accrued Interest + Premium (Discount) - Underwriter's Discount - Cost of Issuance Expense - Other Amounts Target Value Target Date Yield 3,748,000.00 10.802 All -In Arbitrage TIC TIC Yield 3,748,000.00 37748,000.00 10/02/2012 3.500240% 3,748,000.00 (34565.62) 31748,000.00 31713,434.38 31748,000.00 10/02/2012 10/02/2012 3.609196% 3.500240% 5,247.20 Aug 29, 2012 10:20 pm Prepared by FirstSouthwest (jgt) (Fittante 7.002 south n)iami, (1:2012) Page 21 FirstSouthvvestT* BOND DEBT SERVICE City of South Miami, Florida (Refunding of Series 2002A Portion) Preliminary /Subject to Change Period Ending Principal Coupon Interest Debt Service 09%30/2013 1236,000 3,500% 74,547.28 260,547.28 09/30/2014 133,000 3.500% 123,497.50 256,497.50 09/30/2015 143,000 3.500% 118;755,00 261,755900 09/30/2016 145,000 3.500% 1130732,50 258,732.50 09/30/2017 149,000 1500% 108,622,50 257,622.50 09130/2018 155,000 3.500% 1030372,50 258,372.50 09/3012019 163,000 3.500% 97,877.50 260,877.50 09/30/2020 167,000 3.500% 920120.00 259,120.00 09/30/2021 171,000 3.500% 86,257,50 257,257.50 09/3012022 1780000 3,500% 8%202.50 258,202.50 09/30/2023 1850000 1500% 73,920.00 258,920.00 09130/2024 188,000 1500% 67,410.00 255,410.00 09/30/2025 196,000 3.500% 60,760,00 256,760.00 09130/2026 2034000 3.500% 53,847,50 256,847.50 09/30/2027 211,000 3.500% 46,655.00 257,655.00 09/30/2028 24000 3.500% 39,182,50 260,182.50 09/30/2029 229,000 1500% 31,377,50 260,377,50 09/3012030 2350000 3.500% 230327,50 2588327,50 09/30/2031 241,000 1500% 15,050,00 256,050.00 09/30/2032 2490000 3.500% 6,545,00 255,545.00 3,7481000 11417,059,78 5,1651059.78 Aug 29, 2012 10:20 pm Prepared by FirstSouthwest (jgt) (Finance 7.002 south miami, f1:2012) Page 22 FirstSouthwest.T* SUMMARY OF BONDS REFUNDED City of South Miami, Florida (Refunding of Series 2002A Portion) Preliminary /Subject to Change Maturity Interest . Par Call Call Bond Date Rate Amount Date Price Florlda Municipal Loan Council Bonds, Series 2002A, 2002A: SERIAL 05/01/2013 51500% 1050000.00 11/01/2012 1010000 05/01/2014 5.500% 110,000400 11/01/2012 101.000 05/01/2015 51500% 1207000.00 11/01/2012 101,000 05/01/2016 5.500% 125,000.00 11/01/2012 101.000 05/01/2017 51500% 130,000.00 11/01/2012 101.000 05/01/2018 5.500% 135,000.00 11/01/2012 101.000 05/01/2019 5.500% 145,000.00 11101/2012 101.000 TERM22 05/01/2022 50000% 485,000.00 11/01/2012 101.000 TERM27 05/01/2027 59000% 975,000.00 11/01/2012 1010000 TERM32 05/01/2032 5,125% 11255,000.00 11/01/2012 101.000 3,5851000.00 Aug 29, 2012 10:20 pm Prepared by Firstsouthwest (jgt) (Finance 7.002 south miami, 0:2012) Page 23 First5outhwest,�* PRIOR BOND DEBT SERVICE City of South Miami, Florida (Refunding of Series 2002A Portion) Preliminary /Subject to Change Period Ending Principal Coupon Interest Debt Service 09/30/1201'3 105,000 5.500% 185,168.76 290,168.76 09/30/2014 110,000 51500% 179,393.76 289,393.76 09/30/2015 120,000 51500% 173,343.76 293,343.76 09/30/2016 125,000 5.500% 166,743.76 291,743.76 09/30/2017 130,000 51500% 159,868.76 289,868.76 09/30/2018 135,000 51500% 152,718.76 287,718.76 09/30/2019 145,000 5.500% 145,293.76 290,293.76 09/30/2020 1550000 51000% 137,318.76 292,318.76 09/30/2021 160,000 5.000% 129,568.76 289,568.76 09/30/2022 170,000 5.000% 121,568.76 291,568.76 09/3012023 175,000 5.000% 113,068.76 288,068.76 09/30/2024 185,000 51000% 104,318.76 289,318.76 09/30/2025 195,000 5.000% 95,068.76 290,068.76 09/30/2026 205,000 5.000% 85,318.76 290,318.76 09/30/2027 215,000 5.000% 75,068.76 290,068.76 09/30/2028 230,000 5.125% 64,318.76 294,318.76 09/30/2029 240,000 5.125% 52,531.26 292,531.26 09/30/2030 250,000 51125% 40,231.26 290,231.26 09/30/2031 260,000 5.125% 27,418.76 287,418.76 09/30/2032 275,000 5.125% 14,093.76 289,093.76 3,5851000 21222,425.20 5,807,425.20 Aug 29, 2012 10:20 pm Prepared by FirstSouthwest (jgt) (Finance 7.002 south miami, fl:2012) Page 24 Firstsouthvvest,! SAVINGS City of South Miami, Florida (Refunding of Series 2002A Portion) Preliminary /Subject to Change Prior Refunding Date Debt Service Debt Service Savings 09/30/2013 290,168676 260,547.28 29,621.48 09/30/2014 289,393.76 256,497.50 32,896926 09/30/2015 293,343.76 261,755600 311588.76 09/30/2016 291,743.76 258,732.50 33,011.26 09/30/2017 289,868.76 257,622.50 32,246.26 09/30/2018 287,718.76 258,372.50 29,346.26 09/30/2019 290,293476 260,877.50 29,416.26 09/30/2020 292,318.76 259,120.00 33,198.76 09/30/2021 289,568.76 257,257.50 32,311.26 09/30/2022 291,S68.76 258,202.50 33,366.26 09/30/2023 288,068.76 258,920.00 29,148.76 09/30/2024 289,318.76 255,410.00 33,90836 09/30/2025 290,068.76 256,760.00 33,308.76 09/30/2026 290,318.76 2561847.50 33,471.26 09/30/2027 290,068.76 257,655.00 32,413.76 09/30/2028 294,318.76 260,182.50 34113616 09/30/2029 292,531.26 260,377.50 32,153.76 09/30/2030 290,231.26 258,327.50 31,903.76 09/30/2031 287,418.76 256,050.00 31,368976 09/30/2032 289,093.76 255,545.00 33154836 51807,425.20 5,165,05938 642,365.42 Savings Summary Savings PV date Savings PV rate PV of savings from cash flow Net PV Savings 10/02/2012 3.614085% 438,421.77 438,421.77 Aug 29, 2012 10:20 pm Prepared by FirstSouthwest (jgt) (Finance 7.002 south mian% f1:2012) Page 25 First5outhvvest'F* SUMMARY OF REFUNDING RESULTS City of South Miami, Florida (Refunding of Series 2002A Portion) Preliminary /Subject to Change Dated Date Delivery Date Arbitrage yield Escrow yield Bond Par Amount True Interest Cost Net Interest Cost Ali -In TIC Average Coupon Average Life Par amount of refunded bonds Average coupon of refunded bonds Average life of refunded bonds PV of prior debt to 1010212012 ® 3,614085% Net PV Savings Percentage savings of refunded bonds 10/02/2012 10/02/2012 3.$010240% 3,748,000.00 3.500240% 3.500000% 3,609196% 3.500000% 10.802 3,585,000.00 5.105192% 11.719 4,150,316.21 438,421.77 12,229338% Aug 29, 2012 10:20 pm Prepared by FirstSouthwest (jgt) (Finance 7.002 south miami, fl:2012) Page 2E FirstSouthwest-M ESCROW REQUIREMENTS City of South Miami, Florida (Refunding of Series 2002A Portion) Preliminary /Subject to Change Period Principal Redemption Ending Interest Redeemed Premium 11/01/2012 92,584.38 3,585,000.00 92,584.38 3,585,000.00 Total 35,850.00 3,713,434.38 35,850.00 31713,434.38 Aug 29, 2012 10:20 pm Prepared by FirstSouthwest (igt) (finance 7.002 south miami, f1:2012) Page V SunTrust Bank Mr. William C. Jones (407) 237 -5909 Ph william.c.iones @suntrust.com Mr. Joshua A. McCoy (941) 951 -3005 Ph ioshua.a.mccov @suntrust.com Bank of America Ms, Holly Kuhlman (239) 659 -2275 Ph holly.kuhlman @bamLcom Ms. Sherry Burd (941) 952 -2651 Ph sherry.burd @bamLcom Banc of America Public Capital Corp. Mr. Charles T. Maguire (804) 788 -3345 charles.maaguire @bamLcom TD Bank Ms. Pamela Ramkalawan (954) 233 -2064 Ph Pamela.Ramkalawan @td.com Rene' O'Day, Vice President Rene.ODav @td.com Regions Bank Todd Banes Chris Hurst Thomas F. Gordon, Jr. 407 - 246 -8948 todd.banes @regions.com chris.hurst @regions.com thomas.gordon @regions.com 83941 -9 City of South Miami, Florida Bank List August 6, 2012 Oscar Herrera (305) 774 -5152 oscar.herrera@regions.com Wells Fargo Mr. Lance Aylsworth (305) 648 -7013 Ph Lance.aylsworth@wachovia.com BB &T Mr. Michael C. Smith (407) 241 -3570 Ph mcsmith @bbandt.com Mr. Andrew G. Smith (803) 251 -1328 Ph agsmith @bbandt.com BBVA Compass Steven M. Fisher Office: (407)281 -4898 steve.fisher @bbvacompass.com Fifth Third Bank Ms, Rebecca Reynolds (407) 999.3129 Ph Rebecca.RUnolds @53.com Hancock Bank Steve Cole, Senior Vice President (334) 792 -8422 steve.cole @hancockbank.com PNC Financial Services Group Mr. Jerry Stanforth Ph: 407.245.2474 jerry.stanforth @pnc.com Mr. Nicholas Ayotte (p) 239 - 254 -4206 nicholas,avotte@pnc.com JP Morgan Chase Bank Leif Chase (407) 236 -5464 Ph leif.g.chase@chase.com chase.com Premier American Bank, N.A. William B. "Brad" Ramirez 305 - 622 -4577 - office wramirez@bankpremier.com Pinnacle Public Finance, Inc. 8377 E. Hartford Drive, Suite 115 Scottsdale, AZ 85255 Cathy Jimenez Tel: 480 - 585 -3789 E -mail: ciimenez@ppf-inc.com ppf- inc.com Blair Swain `%l: 480- 419 -3634 E -mail: bswain @ppf - inc.com Comerica Bank Erica M. Knoll (313) 222 -5204 Ph EMKnoll @comerica.com 8394] -9 CITY OF SOUTH MIAMI NOTICE OF PUBLIC HEARING NOTICE 13 HEREBY given that the City Commission of the City of South Miami, Florida will conduct a Public Hearing at a special City Commission meeting scheduled for Mondav, Srotem er 24 2012, beginning at 7 :00 p.m„ in the City Commission Chambers, 6130 Sunset Drive, to consider the -following item(s): An Ordinance authorizing the issuance of its Capital Improve- ment Revenue Refunding Note, Series 2012, in the principal amount not to exceed $5,800,000, for the purpose of refinancing certain of the City's outstanding indebtedness and paying the costs of issuance of the Note and of refinancing such indebted- ness; covenanting to annually budget and appropriate funds from Legally Available Non -Ad Valorem Revenues to repay such Note; providing the form, terms and details of the Note; awarding the Note to Branch Banking and Trust Company by negotiated sale; making certain covenants and agreements In connection therewith: authorizing and directing officers and employees of the City to take all necessary actions and execute all necessary documents. ALL interested parties are invited to attend and will be heard. For further information, please contact the City Clerk's Office at: 305.663 -6340. Maria M. Menendez, CMC City Clerk Pursuant to Florida Statutes 286.0105, the City hereby advises the public that if a person decides to appeal any decision made by this Board, Agency or Commission with respect to any matter considered at Its meeting or hearing, he or she will need a record of the proceedings, and that for such purpose, affected person may need to ensure that a verbatim record of the proceedings Is made which record includes the testimony and evidence upon which the appeal is to be based. 9/14 12- 3.242J1948209M PROOF Customer: CITY OF SOUTH MIAMI Ad Number: 1948209 Insert Dates: 09/14/2012 Price: 86.08 Section: PUH Class: 701; HEARINGS Printed By: DBRVR Date: 09/17/2012 Contact: M.M. MENENDEZ Phone: 3056636340 Size: 2 x 5.19 Signature of Approval: Date: _