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Resolution 2022-32058RESOLUTION NO., 2022-32058 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE CITY MANAGER AND APPROVING THE SELECTION OF THE FOLLOWING INVESTMENT BANKING FIRMS TO PROVIDE UNDERWRITING SERVICES FOR THE MIAMI BEACH STORMWATER REFUNDING REVENUE BONDS, SERIES 2022 THAT THE CITY ANTICIPATES WILL BE ISSUED IN 2022, NAMELY BOFA SECURITIES, INC., AS SENIOR MANAGER AND ESTRADA HINOJOSA & CO., INC., AS CO -MANAGER. WHEREAS, on April 14, 2010, the Mayor and City Commission accepted the City Manager's recommendation to award RFP 15-09-10 for Underwriter Services and, as a result, created a pool of 15 firms to provide underwriting services, on an as needed basis. The award was valid through April 13, 2018; and WHEREAS, to seek proposals for a replacement pool of underwriters, on June 7, 2017, the Mayor and City Commission authorized the issuance of Request for Qualifications (RFQ) 2017-163-WG for Underwriter Services. The RFQ sought statements of qualifications from underwriting firms to establish a team of underwriters to provide Underwriter Services to the City for the issuance of various municipal bonds. On June 8, 2017, RFQ No. 2017-163-WG for Underwriter Services was issued. RFQ responses were received on July 13, 2017. On January 17, 2018, the Mayor and City Commission approved a resolution authorizing the Administration to establish a pool of 14 underwriters to provide underwriting services to the City for the issuance of bonds; and WHEREAS, the selected firms participate in the bond issues by assisting the City, its Chief Financial Officer, and its Financial Advisor, Julie Santamaria with RBC Capital Markets, with the development of financing structures, preparation of preliminary and final official statements, bond resolutions, and other documentation, as may be required. The underwriter's' price, market, and sell the bonds to investors in municipal securities; and WHEREAS, additionally, firms appointed as the senior managing underwriter are required to provide the services listed below throughout the bond issuance process. Co - managing underwriters provide assistance as requested and support in the marketing, distribution and underwriting of the assigned transactions. The City, at its sole discretion, may select one or more firms to serve as senior manager or co -manager from the underwriting team for each of its bond financings. The City reserves the right to assign less than all of the members of the underwriting pool for a particular financing, and reserves the right to remove any underwriter from participation in the underwriting syndicate if the underwriter and the City are unable to agree on any provision of the bond purchase contract. All fees are contingent upon the issuance of the proposed bonds. The required services include, but are not limited to, the following: 1. Participate in drafting of all bond documents, including the Official Statement; 2. Assist in preparation and discussions with rating agencies and bond insurers, if requested; 3. Make recommendations for the proposed financing, including, but not limited to, the timing of the sale, the overall sales approach, the structure of the bonds, the call provisions, and the use of credit enhancement; 4. Lead the underwriting team in'marketing and distributing the bonds to both retail and institutional investors; 5. Underwrite the financing based upon terms and conditions .agreed to by both the City, the financial advisor, and the'underwriters in the Bond Purchase Agreement; 6. Assist with the closing of the financing, including reviewing all closing documents and providing a post -financing report to the City which highlights the key characteristics of the.financing; and WHEREAS, the process to select firms to serve as a senior or co -manager for a particular issue involves a review of work assigned to the firms in recent years, experience in and commitment to Florida municipal finance, the capability of a firm to senior manage large and/or complex credit structures, the size of the bond issue to be sold, and the various markets that the firm has access to for marketing and distribution. For example, certain firms have greater capabilities to sell new issue bonds to retail investors, such as the City's residents and taxpayers, and other firms' primary distribution channels are to institutional investors. A firm's response to other business requests, such as the City's lines of credit and bank loans, and resulting commitment to the City, is also considered; and WHEREAS, the team of firms for a particular issue is recommended by the City Manager following consultation with the City's Chief Financial Officer and Financial Advisor. Pursuant to this process, the City Manager recommended the selection of the following firms to provide underwriting services for the City of Miami Beach Stormwater Refunding Revenue Bonds, Series 2022 that the City anticipates will be issued in 2022, namely BofA Securities, Inc., as the senior manager and Estrada Hinojosa & Co., Inc., as co -manager. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby accept the recommendation of the City Manager and approve the selection of the following underwriting firms to provide underwriting services for the Miami Beach Stormwater Refunding Revenue Bonds, Series 2022 that the City anticipates will be issued in 2022, namely BofA Securities, Inc., as the senior manager and Estrada Hinojosa & Co., Inc., as co -manager. PASSED AND ADOPTED this f ATTEST: ZdMAR 1.4 ZOZ� Rafael E. Granado, City Clerk kup GRATED day of 1314"1, 2022. Dan Gelber, Mayor APPROVED AS TO FORM & LANGUAGE FO EXECUTION City Attomey Date Resolutions - C7 B MIAMI BEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Alina T. Hudak, City Manager DATE: March 9, 2022 SUBJECT:1. A RESOLUTION OF' THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE CITY MANAGER AND APPROVING THE SELECTION OF THE FOLLOWING INVESTMENT BANKING FIRMS TO PROVIDE UNDERWRITING SERVICES FOR THE MIAMI BEACH STORMWATER REFUNDING REVENUE BONDS, SERIES 2022 THAT THE CITY ANTICIPATES WILL BE ISSUED IN 2022, NAMELY BOFA SECURITIES, INC., AS SENIOR MANAGER AND ESTRADA HINOJOSA & CO., INC., AS CO -MANAGER. 2. A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE CITY MANAGER AND APPROVING THE SELECTION OF THE FOLLOWING INVESTMENT BANKING FIRMS TO PROVIDE UNDERWRITING SERVICES FOR THE MIAMI BEACH PARKING REVENUE AND REFUNDING BONDS, SERIES 2022 THAT THE CITY ANTICIPATES WILL BE ISSUED IN 2022, NAMELY WELLS FARGO SECURITIES, LLC, AS SENIOR MANAGER AND SIEBERT WILLIAMS SHANK & CO., LLC., AS CO -MANAGER. BACKGROUND/HISTORY See memorandum attached. SUPPORTING SURVEY DATA N/A FINANCIAL INFORMATION N/A Is this a "Residents Right to Know" item, pursuant to Citv Code Section 2-14? No Does this item utilize G.O. Bond Funds? VM Page 76 of 874 Legislative Tracking Finance ATTACHMENTS: Description © Memorandum Stormwater Resolution Parking Resolution Page 77 of 874 MIAM BEACH City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachti.gov COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Alina T. Hudak, City Manager DATE: March 9, 2022 SUBJECT: RESOLUTIONS OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA (1) ACCEPTING THE RECOMMENDATION OF THE CITY MANAGER AND APPROVING THE SELECTION OF BOFA SECURITIES AS SENIOR MANAGER AND ESTRADA HINOJOSA AS CO -MANAGER TO PROVIDE UNDERWRITING SERVICES FOR THE MIAMI BEACH STORMWATER REFUNDING REVENUE BONDS, SERIES 2022 THAT THE CITY ANTICIPATES WILL BE ISSUED IN 2022; AND (2) ACCEPTING THE RECOMMENDATION OF THE CITY MANAGER AND APPROVING THE SELECTION OF WELLS FARGO SECURITIES AS SENIOR MANAGER AND SIEBERT WILLIAMS SHANK AS CO -MANAGER TO PROVIDE UNDERWRITING SERVICES FOR THE MIAMI BEACH PARKING REVENUE AND REFUNDING BONDS, SERIES 2022 THAT THE CITY ANTICIPATES WILL BE ISSUED IN 2022. Background Given the current interest rate environment and the need for funds for capital improvements, the City's Finance Department, in conjunction with the City's Financial Advisor, RBC Capital Markets, LLC (the "Financial Advisor"), has identified financing options and opportunities to achieve debt service savings from lower interest rates. The Administration proposes that the City Commission approve the selection of underwriters for the issuance by the City of the its Stormwater Refunding Revenue Bonds, Series 2022 (the "Stormwater Series 2022 Bonds") and its Parking Revenue and Refunding Bonds, Series 2022 (the "Parking Series 2022 Bonds') (together, the "Series 2022 Bonds"). The details of the proposed Series 2022 Bond issues are discussed more fully below. On May 8, 2020, the Finance and Economic Resiliency Committee ("FERC") reviewed the potential refunding of outstanding stormwater bonds and recommended that the Administration proceed with the refinancing as the bonds came closer to their call dates and sufficient savings could be generated. On January 20, 2022, the City Commission approved moving forward with the parking garage for the 72nd street complex, which will require bonds issued to provide approximately $19.5 million in proceeds for construction. In addition, the City has the opportunity to refinance a portion of its Series 2015 Parking Bonds which financed the parking garage for the Convention Center. In a separate agenda item, the Administration is requesting Commission approval to refer this financing to the FERC to be heard at the FERC meeting on March 30, 2022. Page 78 of 874 Commission Memorandum March 9, 2022 Page 2 Municipal bond underwriting firms assist the City through the bond issuance process and serve as a liaison between the City and investors in the sale of its bonds. The underwriters' main role is to generate investor demand and to market, price and sell the City's Series 2022 Bonds to retail and institutional investors. This Resolution is only to select the underwriters from the City's underwriting pool for the Series 2022 Bonds. To seek proposals for a pool of underwriters, on June 7, 2017, the. Mayor and City Commission authorized the issuance of Request for Qualifications (RFQ) 2017-163-WG for Underwriter Services. The RFQ sought statements of qualifications from underwriting firms to establish a team of underwriters to provide Underwriter Services to the City for the issuance of various municipal bonds. On June 8, 2017, RFQ No. 2017-163-WG for Underwriter Services was issued. RFQ responses were received on July 13, 2017. On January 17, 2018, the Mayor and City Commission approved a resolution authorizing the Administration to establish a pool of 14 underwriters to provide underwriting services to the City for the issuance of bonds. The selected firms participate in the bond issues by assisting the City, its City Manager, its Chief Financial Officer and its Financial Advisor with the development of financing structures, preparation of preliminary and final official statements, bond resolutions, and other documentation as may be required. Analysis Stormwater Series 2022 Bonds The City's Finance Team and Financial Advisor have identified the following savings opportunity, which was discussed by the FERC on May 8, 2020, and the FERC recommended that Administration move forward with the refinancing when market conditions provided sufficient savings. The City has $44.6 million in outstanding Stormwater Series 2017 Bonds that were issued with a 5- year optional call on September 1, 2022 to allow additional refinancing flexibility due to the elimination of the ability to issue tax-exempt advance refunding bonds after 2017. This portion of the Series 2017 Bonds consists of a term bond maturing in 2047, which has sinking fund payments due in 2042 through and including 2047 and bears interest at a rate of 5.00%. The federal tax law allows for tax-exempt refunding bonds to be issued within 90 days of the call date of September 1, 2022, so the refunding can be closed as early as June 3, 2022. The City's Series 2015 Stormwater Bonds have a call date of September 1, 2025. Due to the inability to issue tax-exempt advance refunding bonds, many municipalities are issuing taxable advance refunding bonds to achieve savings. The City can combine a taxable advance refunding of a portion of the Stormwater Series 2015 Bonds with a tax-exempt current refunding of a portion of the Stormwater Series 2017 Bonds as one issue with two series. Page 79 of 874 Commission Memorandum March 9, 2022 Page 3 Following is a summary of City's outstanding Stormwater Debt with the refunding candidates highlighted. Original Par Dated Due Earliest Call InsurerlRating Underlying Ratings Purpose 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 Outstanding Callable Potential 2022 Refunding Candidates Outstanding Stormwater Revenue Debt Series 2015 $99,590,000 08/05/2015 September 1 9/1/25 @ 100 None Aa3/AA- New Money Principal Coupon 330,000 2.250 345,000 2500 350,000 3.000 360,000 &000 375,000 3.000 380,000 3.125 395,000 3.250 405, 000 3.375 420,000 3.500 3,920,000 3.500 4,060,000 3.500 4,200,000 3.625 4,355,000 - 3.750 1,000,000 5.000 3,515,000 - 3.750 4,695,000 T 3.750 4,875,000 - 5.000 5,115,000 - 5.000 5,375,000 • 5.000 5,640,000 - 5.000 5,925,000 T 5.000 9,715,000 - 4.000 10,100.000 - 4.000 10,505,000 ' 4.000 10,925,000 T 4.000 $ 97,280,000 $ 95,895,000 $ 27,930,000 Series 2017 $156,550,000 12/22/2017 September 1 911122 & 9/1/27 @ 100 None Aa3/AA- New Money and Ref Series 2011AB Principal Coupon 4,920,000 5.000. 5,160,000 5.000 5,420,000 5.000. 5,690,000 5.000. 5,970,00b 5.000 6,275,000 5.000 6,585,000 5.000 6,920,000 5.000 7,265,000 4.000 4,070.000 4.000 4,230.000 4.000 4,400,000 4.000 4,575,000 4.000 4,760,000 4.000 4,950,000 5.000 5,195,000 5.000 5,460,000 - 5.000 5,725,000 - 5.000 6,015,000 - 5.000 6,315,000 T 5.000 3,135,000 - 5.000 3,300,000 - 5.000 3,460,000 • 5.000 3,635,000 - 5.000 15,180,000 - 5.000 15,940,000 T 5.000 $ 154,550,000 $ 121,115,000 44,650,000 = Sinking fund payment T = Final maturity of tern bond SRF (Subordinate) $6,954,057 Anytime without Penalty None None Planning Loan - New Money Principal Coupon 190,193 1.620 345,267 1.620 350,883 1.620 356,590 1.620 362,390 1.620 1.620 1.620 1.620 1.620 1.620 1.620 1.620 1.620 1.620 1.620 1.620 4,837,024 1.620 1.620 1.620 1.620 1.620 1.620 1.620 1.620 1.620 1.620 1.620 $ 6,442,347 $ 6,442,347 Q= Non -Callable Amount shown in 2037 consists of maturities in 2026-2037 Total Potential Refunding Candidates Principal 1,000,000 4,875,000 5,115,000 5,375,000 5,640,000 5,925,000 3,135,000 3,300,000 3,460,000 3,635,000 15,180,000 15,940,000 72,560,000 Based on current market conditions, the net present value savings from refinancing portions of the Stormwater Series 2015 and Series 2017 Bonds would be approximately $16 million, which is 23% of bonds refunded. The total savings through 2047 would be approximately $24 million. The final maturity of the refunding will not be later than 2047, which is the final maturity of the Stormwater bonds being refunded. The tax-exempt market has been extremely volatile in the past several weeks due to concerns over inflation, rising interest rates and global tensions. The savings are subject to change until pricing, which is estimated in early May 2022, and the amount of bond refunded may vary based on market conditions. Following is a summary of the savings from a combined Stormwater refunding. Page 80 of 874 Commission Memorandum March 9, 2022 Page 4 Tax -Exempt Refunding of Series 2017 Term Bond Maturing 2047 and Taxable Advance Refunding of Series 2015 Bonds Annual Savings Tax -Exempt Taxable Tax -Exempt Taxable Current Advance Current Advance Refunding of Refunding of Refunding of Refunding of 2017 Term Portion of 2017 Term Portion of Bond 2015 Bonds Total Year Bond 2015 Bonds Total Amount Refunded $ 44,650,000 $ 27,930,000 $ 72,580,000 09/01/2022 $ 160,722 $ 41,504 . $ 202,226 Maturity 2047 2035,2041 - 09/01/2023 657,500 174,441 831,941 Cali Date 09/01/2022. 09/01/2025 - 09/01/2024 657,500 176,781 834,281 Assumed Pricing Date 05/10/2022_ 05/10/2022 05/10/2022 09/01/2025 657,500 174,391 831,891 Closing Date 06/03/2022 06/03/2022 06/03/2022 09/01/2026 657,500 177,610 835,110 All -In True Interest Cost 3.12% 3.46% 2.87% 09/01/2027 657,500 176,144 833,644 Arbitrage Yield 2.87°(° 2.87% 09/01/2028 657,500 175,153 832,653 Negatide Arbitrage $ 301,874 $ 1,212,963 $ 1,514,838 09/01/2029 657,500 174,501 832,001 Refunding Efficiency 97.88% 68.28% 91.62% 09/0112030 657,500 174,361 831,861 Net Present Value Savings $ 13,940,633 $ 2,610,712 $ 16,551,346 09/01/2031 657,500 174,527 832,027 Net PV Savings as a % of 09/01/2032 657,500 175,029 832,529 Bonds Refunded 31.22%° 9.35% 22.80% 09/01/2033 657,500 175,877 833,377 Total SaHngs $ 20,787,372 $ 3,392,745 $ 24,180,117 09/01/2034 657,500 177,191 834,691 Kbrket conditions as of 2f7/22. Prelininary and subject to change. 09/01/2035 657,500 178,986 836,486 09/01/2036 657,500 177,362 834,862 09/01/2037 657,500 179,446 836,946 09/01/2038 657,500 175,016 832,516 09/01/2039 657,500 177,662 835,162 09/01/2040 657,500 178,746 836,246 09/01/2041 657,500 178,018 835,518 09/01/2042 1,357,500 1,357,500 09/01/2043 1,353,150 1,353,150 09/01/2044 1,354,950 1,354,950 09/01/2045 _1,357,550 1,357,550 09/01/2046 1,355,600 1,355,600 09/01/2047 1,355,400 1,355,400 $ 20,787,372 $ 3,392,746 $ 24,180,117 Parking Series 2022 Bonds The Parking Series 2022 Bonds will provide $19.5 million in proceeds for the 72nd street complex parking garage and refinance portions of the Parking Series 2015 Bonds if market conditions allow. The Parking Series 2015 Bonds have a call date of September 1, 2025. The City can combine a taxable advance refunding of a portion of the Parking Series 2015 Bonds with the new money borrowing for the parking garage. The borrowing for the 72nd street complex parking garage may be issued as tax-exempt or taxable depending on the City's plans for the parking garage and the opinion of Bond Counsel. If referred by the Commission to the FERC as requested in a separate agenda item, the Parking Series 2022 Bonds will be discussed at the FERC meeting on March 30, 2022. Following is a summary of City's outstanding Parking debt (including 2020 Promissory Note secured by CBA and paid by Parking) with refunding candidates highlighted. Page 81 of 874 Commission Memorandum March 9, 2022 Page 5 Outstanding Parking Revenue Debt Series 2015 Original Par $58,825,000 Dated 12/15/2015 Due September 1 Earliest Call 9/1/25 @ 100 Insurer/Rating None Underlying Ratings A2/A+/NR Purpose Parking Facility Improvements Principal Coupon 2022 200,000 4.00 2023 1,110,000 5.00 2024 1,165,000 .; . 5.00 2025 1,220,000 5.06 2026 1,280,000 5.00 2027 1,345,000 5.00 2028 1,415,000 5.00 2029 1,485,000 5.00 2030 1,560,000 5.00 2031 1,635,000 5.00 2032 1,715,000 5.00 2033 1,805,000 5.00 2034 1,895,000 5.00 2035 1,990,000 5.00 2036 2,090,000 5.00 2037 2,195,000 ' 5.00 2038 2,300,000 ' 5.00 2039 2,415,000 ' 5.00 2040 2,540,000 T 5.00 2041 4,900,000 ' 5.00 2042 5,140,000 ' 5.00 2043 5,400,000 ' 5.00 2044 5,670,000 ' 5.00 2045 5,955,000 T 5.00 Outstanding $ 58,425,000 Callable $ 54,730,000 Covenant to Budget and Appr. Debt Paid by Parking Portion of Series 2020 Promissory Note (JP Morgan Total Parking Chase) Principal $39,587,000 08/04/2020 September 1 10 year bullet in 2030 None None Refund 2010 Parking Bonds Parking Principal Coupon Principal 2,284,793 1.85 2,484,793 1,425.461 1.85 2,535,461 1,452,232 1.85 2,617,232 1,481,599 1.85 2,701,599 1,509,364 1.85 2,789,364 1,536,644 1.85 . 2,881,644 1,562,116 1.85 2,977,116 1,590,746 1.85 3,075,746 1,622, 362 1.85 3,182,362 1,651,788 3,286,788 1,683, 847 3,398,847 1,712,998 3,517,998 1,744,188 3,639,188 1,777,206 3,767,206 1,811,834 3,901,834 1,842,853 4,037,853 1,880,196 4,180,196 1,913,479 4,328.479 1,947,629 4,487,629 4,900,000 5,140,000 5,400,000 5,670,000 5,955,000 $ 32,431,335 $ 90,856,335 = Sinking fund payment Fixed rate through 2030, bullet. Note will need to be extended or T = Final maturity of term bond IT Non -Callable refinanced in 2030. Based on current market conditions, the net present value savings from refinancing portions of the Parking Series 2015 Bonds would be approximately $4.9 million, which is 9% of bonds refunded. The total savings through 2045 would be approximately $6.8 million. The final maturity of the refunding will not be later than 2045, which is the final maturity of the bonds being refunded. While there is currently significant negative arbitrage in escrow, this could improve if the Federal Open Market Committee increases the Fed Funds rate in March 2022 and short term Treasury rates increase while long-term Treasuries remain in the same range. The savings are subject to change until pricing, which is estimated in early May 2022, and the amount of bond refunded may vary based on market conditions. Following is a summary of the Parking Series 2022 new money and refunding savings. Page 82 of 874 Commission Memorandum March 9, 2022 Page 6 Parking Combined New Money and Taxable Advance Refunding Annual Savings of Series 2015 Bonds Taxable Taxable Advance Advance Refunding of Refunding of Callable Portion of New Money 2015 Bonds Total Year 2015 Bonds Par Amount $17,345,000 $61,620,000 $78,965,000 09/01/2022 $ 206,476 Project Amount $ 19,500,000 $ _ -. $19,500,000 09/01/2023 290,903 Amount Refunded $ - $ 54,730,000 $54,730,000 09/01/2024 287,484 Call Date - 09/01/2025 - 09/01/2025 290,005 All -In True Interest Cost 3.17% 3.389/6 3.35% 09/01/2026 289,025 Arbitrage Yield 3.19% 3.19% 3.22% 09/01/2027 289,433 Negative Arbitrage $ - $ 3,148,419 $ 3,148,419 09/01/2028 290,995 Refunding Efficiency - 60.87% 60.87% 09/01/2029 287,375 Net Present Value Satins g $ - $ 4,898,291 $ 4,898,291 09/01/2030 290,165 Net PV Savings as a % of 09/01/2031 287,090 Bonds Refunded - 8.95% 8.95% 09/01/2032 288,564 Total Savings $ - $ 6,853,800 $ 6,853,800 09/01/2033 289,439 Market conditions as of February 1, 2022. Prelirrinary and subject to change. 09/01/2034 290,675 09/01/2035 287,452 09/01/2036 288,868 09/01/2037 289,811 09/01/2038 290,337 09/01/2039 287,608 09/01/2040 287,251 09/01/2041 288,941 09/01/2042 288,309 09/01/2043 286,575 09/01/2044 289,875 09/01/2045 291,150 Underwriters for the Series 2022 Bonds $ 6,853,801 Because of the character of the Series 2022 Bonds, the volatile market conditions, the economic conditions due to inflation and the recommendations of the Financial Advisor, it was determined that a negotiated sale of the Series 2022 Bonds rather than a sale through competitive bids is in the best interest of the City. A firm appointed as the senior managing underwriter is required to provide the services listed below throughout the bond issuance process. Co -managing underwriters provide assistance as requested and support in the marketing, distribution and underwriting of the assigned transaction. The City, at its sole discretion, may select one or more firms to serve as senior manager or co -manager from the underwriting team for each of its bond financings. The City reserves the right to assign less than all of the members of the underwriting pool for a particular financing, and reserves the right to remove any underwriter from participation in the underwriting syndicate if the underwriter and the City are unable to agree on any provision of the bond purchase contract. All fees are contingent upon the issuance of the proposed bonds. The required services include, but are not limited to, the following: 1. Participate in drafting of all bond documents, including the Official Statement. 2. Assist in preparation and discussions with rating agencies and bond insurers, if requested. 3. Make recommendations for the proposed financing, including, but not limited to, the timing of the sale, the overall sales approach, the structure of the bonds, the call provisions, and the use of credit enhancement. Page 83 of 874 Commission Memorandum March 9, 2022 Page 7 4. Lead the underwriting team in marketing and distributing the bonds to both retail and institutional investors. 5. Underwrite the financing based upon terms and conditions agreed to by both the City, financial advisor, and the underwriters in the Bond Purchase Agreement. 6. Assist with the closing of the financing, including reviewing all closing documents and providing a post -financing report to the City which highlights the key characteristics of the financing. The underwriters in a negotiated sale pre -market the bonds to retail and institutional investors in the weeks prior to pricing. A negotiated sale process enables the underwriters to premarket as they know that they are part of the underwriting team and will have bonds to sell to investors. For an issuer such as Miami Beach, which has many residents who would likely be interested in purchasing the Series 2022 Bonds, premarketing allows retail investors to prepare for the bond sale and be ready to place orders for the bonds. The City can instruct the underwriters for the bonds to fill resident orders before orders from other investors in a negotiated sale. For example, the City posted information on its website prior to the pricing for the GO Bonds and convention center bonds and orders from residents were filled first before other retail and institutional orders. The City can post information on the Series 2022 Bond sales on its website and place advertisements in local newspapers to inform residents of the upcoming negotiated sale. During a negotiated new issue order period, all investors pay the same price for the bonds, whether they are an individual purchasing a $5,000 bond or an institutional investor purchasing millions of dollars in bonds. The negotiated sale ensures that City taxpayers and residents who place orders for the bonds during the new issue order period will have the highest priority to purchase the bonds. The process to select firms to serve as a senior or co -manager for a particular issue involves a review of work assigned to the firms in recent years, experience in and commitment to Florida municipal finance, the size of the bond issue to be sold, the credit of the offering, and the various markets that the firm has access to for marketing and distribution. A firm's response to other business requests, such as lines of credit and bank loans, and resulting commitment to the City is also considered. The team of firms for a particular issue is recommended by the City Manager following consultation with the City's Chief Financial Officer and Financial Advisor. The City anticipates the issuance of both Series 2022 Bond issues in June 2022 to provide new money for the parking garage and refund outstanding obligations if market conditions allow. The firms recommended for the Series 2022 Bonds, based on a combination of the above considerations, are as follows: Stormwater Series 2022 Bonds Senior Manager: BofA Securities, Inc. Co -Manager: Estrada Hinojosa & Co., Inc. Parking Series 2022 Bonds Senior Manager: Wells Fargo Securities, LLC Co -Manager: Siebert Williams Shank &Co., LLC A list of the underwriters' recent transactions with the City and the resulting total participation in the City's bond financings based on this recommendation are provided on the following page. The City and its Financial Advisor will work with the underwriters to provide information on how City taxpayers and residents can purchase the Series 2022 Bonds through the new issue order period. The Resolutions for the issuance of the Series 2022 Bonds will delegate to the City Manager, relying Page 84 of 874 Commission Memorandum March 9, 2022 Page 8 upon the recommendation of the Chief Financial Officer and the City's Financial Advisor, the determination of various terms of the Series 2022 Bonds, including the payment of all related costs and expenses in connection with the issuance of the Series 2022 Bonds and all other actions necessary or desirable in connection with the issuance of the Series 2022 Bonds. Conclusion The Administration recommends that the Mayor and City Commission of the City of Miami Beach, Florida approve the City Manager's recommendation of underwriters for the Series 2022 Bonds. AH/JW/ AW/js Page 85 of 874 Commission Memorandum March 9, 2022 Page 9 City of Miami Beach, Florida Current Team of Investment Banking Firms As of 2115/22 Underwriting History w/ City Recommended Underwriters for Recommended Stormwater Underwritersfor Total After Stormwater and 2015 - 2021 Transactions Refunding Parking Financing Parking Transactions Senior Senior Co Senior Co Senior Finn Manager Co Manager Total Manager Manager Manager Manager Manager Co Manager Total Issues Year Issues Year Issues # Issues # issues # Issues # Issues Issues Year Issues Year Issues 2019 2022 2019 1 BofA Securities 1 2015 2 2015 3 1 2 2015 2 2015 4 2 Citigroup 1 2017 1 2015 2 - 1 2017 1 2015 2 2022 2017 2017 3 Estrada Hinoiosa - 2 2015 2 - 1 3 2015 3 4 Goldman' 5 Hilltop3 - 1 2021 1 - - 6 Jeffries' - 1 2019 1 - 2019 7 JP Morgan 2 2015 1 2015 3 2 2017 6 Loop Capital Markets - 2 2015 2 - 9 Morgan Stanley 1 2015 1 2015 2 1 10 PNC' 1 2021 1 2019 2 1 Raymond James 11 Morgan Keegan 1 2017 1 2015 2 1 12 Siebert Williams Shank - 2 2015 2 1 - Stifel, Nicolaus & 13 Company, InCZ - 1 2017 1 - 2017 14 Wells Fargo Securities 1 2015 2 2015 3 1 2 'Now to pool In 2018. 'Wes previously Sterne Agee. Stifel acquired Sterne Agee in 2015. Stifel is no longer active in Florida general governmsntal finance. 'Wes previously First Southwest. Fast Southwest resigned from Gty's underwriting pool during the Investment Advisor procurement process In 2014. 1 2021 1 1 2019 1 2019 2015 1 2015 3 2017 2 2015 2 2015 1 2015 2 2021 1 2019 2 2017 1 2015 2 2022 3 2015 3 1 2017 1 2022 2017 2015 2 2015 4 Page 86 of 874