2011-27783 Reso RESOLUTION NO. 2011 -27783
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI
BEACH, FLORIDA, AUTHORIZING THE ISSUANCE OF NOT TO
EXCEED $67,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY
OF MIAMI BEACH, FLORIDA GENERAL OBLIGATION REFUNDING
BONDS, SERIES 2011, FOR THE PURPOSE OF REFUNDING ALL OR A
PORTION OF THE CITY'S OUTSTANDING SERIES 2000 GENERAL
OBLIGATION BONDS AND /OR ALL OR A PORTION OF THE CITY'S
OUTSTANDING GENERAL OBLIGATION BONDS, SERIES 2003;
PROVIDING THAT SUCH GENERAL OBLIGATION REFUNDING BONDS
SHALL CONSTITUTE GENERAL OBLIGATIONS OF THE CITY AND
THAT THE FULL FAITH, CREDIT AND TAXING POWER OF THE CITY
SHALL BE IRREVOCABLY PLEDGED FOR THE PAYMENT OF THE
PRINCIPAL OF AND THE INTEREST ON SUCH GENERAL OBLIGATION
REFUNDING BONDS; MAKING CERTAIN COVENANTS AND
AGREEMENTS IN CONNECTION THEREWITH; PROVIDING CERTAIN
DETAILS OF THE BONDS; DELEGATING CERTAIN MATTERS IN
CONNECTION WITH THE ISSUANCE OF THE BONDS TO THE MAYOR;
AUTHORIZING THE NEGOTIATED SALE OF THE BONDS TO THE
UNDERWRITERS; APPROVING THE FORM OF AND AUTHORIZING
THE EXECUTION AND DELIVERY OF A BOND PURCHASE
AGREEMENT; AUTHORIZING THE REFUNDING, DEFEASANCE,
PREPAYMENT AND REDEMPTION, AS APPLICABLE, OF THE
REFUNDED BONDS; APPROVING THE FORM OF AND AUTHORIZING
THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT
AGREEMENT AND APPOINTING AN ESCROW AGENT; APPOINTING A
PAYING AGENT AND A BOND REGISTRAR; PROVIDING FOR A
PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING THE
EXECUTION OF AN OFFICIAL STATEMENT; COVENANTING TO
PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE
BONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE
COMMISSION RULE 15c2 -12 AND APPROVING THE FORM OF AND
AUTHORIZING THE EXECUTION AND DELIVERY OF A DISCLOSURE
DISSEMINATION AGENT AGREEMENT WITH RESPECT THERETO AND
APPOINTING A DISCLOSURE DISSEMINATION AGENT THEREUNDER;
APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION
AND DELIVERY OF GULF BREEZE LOAN AMENDMENTS;
AUTHORIZING A BOOK -ENTRY REGISTRATION SYSTEM FOR THE
BONDS; AUTHORIZING CERTAIN OFFICIALS AND EMPLOYEES OF
THE CITY TO TAKE ALL ACTIONS REQUIRED IN CONNECTION WITH
THE ISSUANCE OF SAID BONDS; AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, on September 17, 1999, the Mayor and City Commission (collectively, the
"Commission ") of the City of Miami Beach, Florida (the "City ") adopted Resolution No. 99-
23299 calling for a special election on November 2, 1999 to submit to the electorate of the City a
MIAMI /4271069.2
bond referendum to decide whether the City should be authorized to issue not exceeding
$9,720,000 in principal amount of general obligation bonds (the "Fire Safety General Obligation
Bonds ") to renovate, expand and improve fire stations and related facilities located in the City
and acquire and equip fire trucks; and
WHEREAS, on September 17, 1999, the Commission also adopted Resolution No. 99-
23300 calling for a special election on November 2, 1999 to submit to the electorate of the City a
bond referendum to decide whether the City should be authorized to issue not exceeding
$24,830,000 in principal amount of general obligation bonds (the "Parks and Beaches General
Obligation Bonds ") to improve recreational facilities and equipment, access, security and related
maintenance facilities for parks and beaches located in the City; and
WHEREAS, on September 17, 1999, the Commission further adopted Resolution No. 99-
23301 calling for a special election on November 2, 1999 to submit to the electorate of the City a
bond referendum to decide wither the City should be authorized to issue not exceeding
$57,915,000 in principal amount of general obligation bonds (the "Neighborhood General
Obligation Bonds" and, together with the Fire Safety General Obligation Bonds and the Parks
and Beaches General Obligation Bonds, the "General Obligation Bonds ") to improve
neighborhood infrastructure in the City, consisting of streetscapes and traffic calming measures,
shoreline stabilization and related maintenance facilities; and
WHEREAS, at such special elections on November 2, 1999, the issuance of the General
Obligation Bonds was approved by the electorate of the City in accordance with the applicable
laws of the State of Florida; and
WHEREAS, on July 3, 2000, the City issued $30,000,000 in aggregate principal amount
of the General Obligation Bonds consisting of (i) $9,030,000 in principal amount of the Fire
Safety General Obligation Bonds, (ii) $230,000 in principal amount of the Parks and Beaches
General Obligation Bonds, and (iii) $11,740,000 in principal amount of the Neighborhood
General Obligation Bonds, currently outstanding in the aggregate principal amount of
$18,710,000 (collectively, the "Series 2000 General Obligation Bonds "), by borrowing funds
from the loan pool program established by the City of Gulf Breeze, Florida ( "Gulf Breeze ")
pursuant to two loans made by Gulf Breeze to the City thereunder (each, a "Gulf Breeze Loan"
and collectively, the "Gulf Breeze Loans "), as more particularly described in the related Loan
Agreements and Governmental Unit Notes; and
WHEREAS, on July 22, 2003, the City issued $62,465,000 in aggregate principal amount
of the General Obligation Bonds consisting of (i) $690,000 in principal amount of the Fire Safety
General Obligation Bonds, (ii) $15,600,000 in principal amount of the Parks and Beaches
General Obligation Bonds, and (iii) $46,175,000 in principal amount of the Neighborhood
General Obligation Bonds, designated "City of Miami Beach, Florida General Obligation Bonds,
Series 2003," currently outstanding in the aggregate principal amount of $49,570,000
(collectively, the "Series 2003 General Obligation Bonds "); and
WHEREAS, the Commission has determined that as a result of the current low interest
rate environment, it is financially beneficial to authorize refunding all or a portion of the Series
2000 General Obligation Bonds and /or all or a portion of the Series 2003 General Obligation
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Bonds, as shall be determined by the Mayor in accordance with the provisions contained herein;
and
WHEREAS, the Commission has determined that it is desirable, subject to the provisions
of this Resolution, to authorize the issuance by the City of its General Obligation Refunding
Bonds, Series 2011, in an aggregate principal amount not to exceed $67,000,000 (the "Bonds "),
for the purpose of refunding all or a portion of the Series 2000 General Obligation Bonds and /or
all or a portion of the Series 2003 General Obligation Bonds; and
WHEREAS, the Commission has further determined that it is in the best interest of the
City to delegate as provided herein the determination of various terms of the Bonds, the final
award of the Bonds, including the execution of a Bond Purchase Agreement, the determination
of which Series 2000 General Obligation Bonds and /or Series 2003 General Obligation Bonds
will be refunded and other actions in connection with the issuance of the Bonds and the
refunding of such Series 2000 General Obligation Bonds and/or Series 2003 General Obligation
Bonds, whether to obtain bond insurance with respect to the Bonds and all other actions
necessary or desirable in connection with the issuance of the Bonds, subject to the limitations
contained herein; and
WHEREAS, for reasons more fully set forth herein, the Commission finds and
determines it to be in the best interest of the City to authorize the sale of the Bonds on the basis
of a negotiated sale rather than a public sale by competitive bid.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA:
SECTION 1. DEFINITIONS. In addition to the terms elsewhere defined in this
Resolution, unless the context otherwise requires, the following terms as used in this Resolution
shall have the following meanings:
"Act" means the Constitution and laws of the State of Florida, including without
limitation, Article VII, Section 12 of the Constitution, Chapter 166, Florida Statutes, as amended,
and Sections 132.33 - 132.47, Florida Statutes, as amended, and the City of Miami Beach
Charter, as amended.
"Authorized Depository" means any bank, trust company, national banking association,
savings and loan association, savings bank or other banking association selected by the City as a
depository, which is authorized under Florida law to be a depository of municipal funds and
which has complied with all applicable state and federal requirements concerning the receipt of
City funds.
"Bond" or "Bonds" mean the City of Miami Beach, Florida General Obligation
Refunding Bonds, Series 2011, issued hereunder in an aggregate principal amount not to exceed
$67,000,000.
"Bondholder ", "holder" or "registered owner" means the person in whose name any
Bond is registered on the registration book maintained by the Bond Registrar.
MIAMI/4271069.2 3
"Bond Purchase Agreement" means the Bond Purchase Agreement to be entered into
between the City and the Underwriters providing for the terms of the sale of the Bonds to the
Underwriters.
"Bond Registrar" means U.S. Bank National Association, and any other agent designated
from time to time by the City, by resolution, to maintain the registration books for the Bonds
issued hereunder or to perform other duties with respect to registering the transfer of the Bonds.
"Chief Financial Officer" means the Chief Financial Officer of the City or his or her
designee or the officer succeeding to his or her principal functions.
"City" means the City of Miami Beach, Florida.
"City Attorney" means the City Attorney of the City or his or her designee.
"City Clerk" means the City Clerk or his or her designee or the officer succeeding to his
or her principal functions.
"City Manager" means the City Manager or his or her designee or the officer succeeding
to his or her principal functions.
"Code" means the Internal Revenue Code of 1986, as amended, and all temporary,
proposed or permanent implementing regulations promulgated or applicable thereunder.
"Commission" means the Mayor and City Commission of the City.
"Continuing Disclosure Agreement" means the Disclosure Dissemination Agent
Agreement to be entered into between the City and the Disclosure Dissemination Agent in
connection with the Bonds.
"Disclosure Dissemination Agent" means Digital Assurance Certification, L.L.C.
"DTC" means The Depository Trust Company, New York, New York, its successors and
assigns.
"Escrow Agent" means U.S. Bank National Association.
"Escrow Deposit Agreement" means the Escrow Deposit Agreement to be entered into
between the City and the Escrow Agent, pursuant to which a portion of the proceeds of the
Bonds, together with investment earnings thereon and any other moneys, will be held by the
Escrow Agent in irrevocable escrow for the payment of the principal of and interest on the Series
2003 General Obligation Bonds constituting Refunded Bonds.
"Financial Advisor" means RBC Capital Markets, LLC, the financial advisor to the City
in connection with the issuance of the Bonds.
"Fiscal Year" means the period commencing on October 1 of each year and ending on the
succeeding September 30
g p or such other consecutive 12 -month period as may hereafter be
designated as the fiscal year of the City.
MIAMI /4271069.2 4
"Government Obligations" means:
(a) direct obligations of, or obligations guaranteed as to timely payment by,
the United States of America;
(b) Any bonds or other obligations of any state of the United States of
America or of any agency, instrumentality or local governmental unit of any such state
(i) maturity i which are not callable prior to maturit or as to which irrevocable instructions have
c o
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been given to the trustee of such bonds or other obligations by the obligor to give due
notice of redemption and to call such bonds for redemption on the date or dates specified
in such instructions, (ii) which are secured as to principal and interest and redemption
premium, if any, by a fund consisting only of cash or obligations of the character
described in clause (a) hereof which fund may be applied only to the payment of such
principal of and interest and redemption premium, if any, on such bonds or other
obligations on the maturity date or dates thereof or the redemption date or dates specified
in the irrevocable instructions referred to in subclause (i) of this clause (b), as
appropriate, and (iii) as to which the principal of and interest on the obligations of the
character described in clause (a) hereof which have been deposited in such fund along
with any cash on deposit in such fund are sufficient to pay principal of and interest and
redemption premium, if any, on the bonds or other obligations described in this clause (b)
on the maturity date or dates thereof or on the redemption date or dates specified in the
irrevocable instructions referred to in subclause (i) of this clause (b), as appropriate;
(c) Evidences of indebtedness issued by the Federal Home Loan Banks,
Federal Home Loan Mortgage Corporation (including participation certificates), Federal
Financing Banks, or any other agency or instrumentality of the United States of America
created by an act of Congress provided that the obligations of such agency or
instrumentality are unconditionally guaranteed as to timely payment by the United States
of America or any other agency or instrumentality of the United States of America or of
any corporation wholly -owned by the United States of America; and
(d) Evidences of ownership of proportionate interests in future interest and
principal payments on obligations described in (a) held by a bank or trust company as
custodian.
"Gulf Breeze Loan Amendments" means, collectively, (i) the First Supplemental Loan
Agreement to be entered into among Gulf Breeze, U.S. Bank National Association, as Trustee,
and the City, relating to the $15,910,000 in original aggregate principal amount Gulf Breeze
Loan, and (ii) the First Supplemental Loan Agreement to be entered into among Gulf Breeze,
U.S. Bank National Association, as Trustee, and the City, relating to the $14,090,000 in original
aggregate principal amount Gulf Breeze Loan.
"Mayor" means the Mayor of the City or the officer succeeding to his or her principal
functions.
"Mayor's Certificate" means the Certificate to be executed by the Mayor prior to or at the
time of the execution of the Bond Purchase Agreement, which certificate shall provide certain
details of the Bonds and the refunding of the Refunded Bonds as required under this Resolution.
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"Official Statement" means that certain Official Statement with respect to the issuance of
the Bonds, as such Official Statement shall be approved by the Mayor and the City Manager in
accordance with the provisions of this Resolution.
"Outstanding" or "Bonds outstanding" means all Bonds which have been issued pursuant
to this Resolution except:
(a) Bonds cancelled after purchase in the open market or because of payment
at or redemption prior to maturity;
(b) Bonds for the payment or redemption of which cash funds or Government
Obligations or any combination thereof shall have been theretofore irrevocably set aside
in a special account with the Paying Agent or other Authorized Depository, whether upon
or prior to the maturity or redemption date of any such Bond, in an amount which,
together with earnings on such Government Obligations, will be sufficient to pay the
principal of and interest and redemption premium, if any, on such Bonds at maturity or
upon their earlier redemption; provided that, if such Bonds are to be redeemed before the
maturity thereof, notice of such redemption shall have been given according to the
requirements of this Resolution or irrevocable instructions directing the timely giving of
such notice and directing the payment of the principal of and interest on all Bonds at such
redemption dates shall have been given to the Paying Agent;
(c) Bonds which are deemed paid pursuant to Section 5.G hereof; and
(d) Bonds in exchange for or in lieu of which other Bonds have been
authenticated and delivered pursuant to this Resolution.
"Paying Agent" means U.S. Bank National Association, and any other agent which is an
Authorized Depository, designated from time to time by the City, by resolution, to serve as a
Paying Agent for the Bonds issued hereunder that shall have agreed to arrange for the timely
payment of the principal of, interest on and redemption premium, if any, with respect to the
Bonds to the registered owners thereof, from funds made available therefor by the City.
"Preliminary Official Statement" means the Preliminary Official Statement with respect
to the issuance of the Bonds.
"Refunded Bonds" means the portion of the Series 2000 General Obligation Bonds
and /or the Series 2003 General
Obligation Bonds to be refunded in accordance with the
provisions of this Resolution.
"Resolution" means this resolution authorizing the issuance of the Bonds, as amended
from time to time to the extent permitted hereby.
"Underwriters" means Morgan Keegan & Company, Inc., Estrada, Hinojosa & Company,
Inc. and First Southwest Company.
Words in this Resolution importing singular numbers shall include the plural number in
each case and vice versa, and words importing persons shall include firms, corporations or other
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entities including governments or governmental bodies. Words of the masculine gender shall be
deemed and construed to include correlative words of the feminine and neuter genders.
SECTION 2. FINDINGS AND DETERMINATIONS. It is hereby ascertained,
determined and declared that:
A. The recitals to this Resolution are hereby incorporated herein as findings and
determinations.
B. The City is authorized under the Act to issue general obligation refunding bonds
to provide for the payment of the principal of and interest on the Refunded Bonds.
C. The principal amount of the Bonds shall not exceed an amount sufficient to pay
the sum of the principal amount of the Refunded Bonds, the aggregate amount of unmatured
interest payable on the Refunded Bonds to and including the date that they mature, are prepaid or
are called for redemption, as applicable, and the costs of issuance of the Bonds, all in accordance
with Section 132.35, Florida Statutes.
D. The sum of the present value of the total payments of principal and interest to
become due on the Bonds (excluding all such principal and interest payments, if any, as will be
made with moneys held by the Escrow Agent under the Escrow Deposit Agreement) and the
present value of costs of issuance of the Bonds, if any, not paid with proceeds of the Bonds, will
be less than the present value of the principal and interest payments to become due at their stated
maturities, or earlier mandatory redemption dates, on the Refunded Bonds.
E. The Bonds shall be issued at a lower net average interest cost rate than the net
average interest cost rate of the Refunded Bonds, and the rate of interest borne by the Bonds
shall not exceed the maximum interest rate established pursuant to the terms of Section 215.84,
Florida Statutes. It is estimated that the present value of the total debt service savings anticipated
to accrue to the City from the issuance of the Bonds and the refunding of the Refunded Bonds,
calculated in accordance with Section 132.35(2), Florida Statutes, shall be at least three percent
(3.00 %).
F. The Bonds shall in no event mature later than September 1, 2033, which is not
later than forty (40) years after the date of issuance of either the Series 2000 General Obligation
Bonds or the Series 2003 General Obligation Bonds.
G. The first installment of principal of the Bonds shall mature, or be subject to
mandatory redemption, not later than the date of the first stated maturity of the Refunded Bonds
next following the date of issuance of the Bonds.
H. The Bonds shall not be issued until such time as the Chief Financial Officer shall
have filed a certificate with the Commission setting forth the present value of the total debt
service savings which will result from the issuance of the Bonds to refund the Refunded Bonds,
computed in accordance with the terms of Section 132.35, Florida Statutes, and demonstrating
mathematically that the Bonds are issued at a lower net average interest cost rate than the net
average interest cost rate borne by the Refunded Bonds.
MIAMI/4271069.2 7
I. Neither the execution and delivery of an escrow deposit agreement nor the
appointment of an escrow agent is required in connection with the refunding of the Series 2000
General Obligation Bonds constituting Refunded Bonds since the Gulf Breeze Loans will be
prepaid on the date of issuance of the Bonds.
J. The execution and delivery by Mayor Mayor's the Ma or of the Ma or's Certificate and the
Escrow Deposit Agreement shall be conclusive evidence of the City's approval of all matters
delegated to the Mayor under this Resolution.
K. Due to current favorable market conditions, the uncertainty inherent in a
competitive bidding process and the recommendations of the Financial Advisor, the sale of the
Bonds on the basis of negotiated sale rather than a sale by competitive bid is found to be in the
best interest of the City and is hereby authorized.
SECTION 3. CONTRACT. In consideration of the acceptance of the Bonds authorized
to be issued hereunder by those who shall hold the same from time to time, this Resolution shall
be deemed to be and shall constitute a contract between the City, the Bondholders, the Paying
Agent and the Bond Registrar. The covenants and agreements herein set forth to be performed
by the City shall be for the equal benefit, protection and security of the Bondholders, and all
Bonds shall be of equal rank and without preference, priority or distinction over any other
thereof, except as expressly provided herein.
SECTION 4. AUTHORIZATION OF THE BONDS; SALE AND AWARD OF THE
BONDS.
A. Subject and pursuant to the provisions hereof, general obligation refunding bonds
of the City to be known as "City of Miami Beach, Florida, General Obligation Refunding Bonds,
Series 2011" are hereby authorized to be issued in an aggregate principal amount not to exceed
Sixty Seven Million Dollars ($67,000,000) for the purpose of refunding the Refunded Bonds and
paying the costs of issuance of the Bonds. The Mayor, upon the recommendations of the Chief
Financial Officer and the Financial Advisor, shall determine the aggregate principal amount of
the Bonds to be issued and may determine to issue the Bonds at one time or as needed, such
determinations to be evidenced in the Mayor's Certificate. The Bonds shall not be issued unless
the issuance thereof and the refunding of the Refunded Bonds results in a total present value debt
service savings on the Refunded Bonds of at least three percent (3.00 %).
B. Upon compliance by the Underwriters with the requirements of Florida Statutes,
Section 218.385, the Mayor is hereby authorized, after consultation with the Chief Financial
Officer and the Financial Advisor, to award the Bonds to the Underwriters and the Mayor to
execute and deliver the Bond Purchase Agreement, in substantially the form presented at the
meeting at which this Resolution was considered, subject to such changes, insertions and
omissions and such filling -in of blanks therein as may be necessary to evidence the terms of the
Bonds and such additional changes as may be approved by the Mayor, after consultation with the
Chief Financial Officer and the City Attorney. The underwriting discount (which does not
include original issue discount) for the Bonds shall be determined by the Mayor, after
consultation with the Chief Financial Officer and the Financial Advisor, but shall not be more
than 1% of the principal amount of the Bonds. The execution and delivery of the Bond Purchase
Agreement by the Mayor, for and on behalf of the City, shall be conclusive evidence of the
MIAMI /4271069.2 8
approval of such officer and the City of any such changes, insertions, omissions or filling -in of
blanks.
SECTION 5. TERMS, REDEMPTION AND FORM OF BONDS.
A. The Bonds shall be issued as fully registered bonds in the denomination of $5,000
each or any integral multiple thereof and shall be numbered consecutively from 1 upward
preceded by the letter "R ". The principal of and redemption premium, if any, on the Bonds shall
be payable upon presentation and surrender at the designated corporate trust office of the Paying
Agent. Interest on the Bonds shall be paid by check or draft drawn upon the Paying Agent and
mailed to the registered owners of the Bonds at the addresses as they appear on the registration
books maintained by the Bond Registrar at the close of business on the 15th day (whether or not
a business day) of the month next preceding the interest payment date (the "Record Date "),
irrespective of any transfer or exchange of such Bonds subsequent to such Record Date and prior
to such interest payment date, unless the City shall be in default in payment of interest due on
such interest payment date; provided, however, that (i) if ownership of Bonds is maintained in a
book -entry only system by a securities depository, such payment may be made by automatic
funds transfer (wire) to such securities depository or its nominee or (ii) if such Bonds are not
maintained in a book -entry only system by a securities depository, upon written request of the
holder of $1,000,000 or more in principal amount of Bonds, such payments may be made by
wire transfer to the bank and bank account specified in writing by such holder on or prior to the
Record Date (such bank being a bank within the continental United States), if such holder has
advanced to the Paying Agent the amount necessary to pay the cost of such wire transfer or
authorized the Paying Agent to deduct the cost of such wire transfer from the payment due such
holder. In the event of any default in the payment of interest, such defaulted interest shall be
payable to the persons in whose names such Bonds are registered at the close of business on a
special record date for the payment of such defaulted interest as established by notice deposited
in the U.S. mails, postage prepaid, by the Paying Agent to the registered owners of the Bonds not
less than fifteen (15) days preceding such special record date. Such notice shall be mailed to the
persons in whose names the Bonds are registered at the close of business on the fifth (5th) day
(whether or not a business day) preceding the date of mailing.
B. Prior to the issuance of the Bonds the Mayor shall execute the Mayor's
Certificate, after consultation with the Chief Financial Officer and the Financial Advisor, setting
forth certain terms of the Bonds including, but not limited to: the dated date of the Bonds,
interest payment dates, interest rates, maturities, but not later than September 1, 2033, sinking
fund installments, if any, and any redemption provisions.
C. The Bonds shall be executed in the name of the City by the Mayor and the seal of
the City shall be imprinted, reproduced or lithographed on the Bonds and attested to by the City
Clerk. The signatures of the Mayor and the City Clerk on the Bonds may be by facsimile. If any
officer whose signature appears on the Bonds ceases to hold office before the delivery of the
Bonds, his or her signature shall nevertheless be valid and sufficient for all purposes. In
addition, any Bond may bear the signature of, or may be signed by, such persons as at the actual
time of execution of such Bond shall be the proper officers to sign such Bond although at the
date of such Bond or the date of delivery thereof such persons may not have been such officers.
MIAMI/4271069.2 9
Only such of the Bonds as shall have endorsed thereon a certificate of authentication
substantially in the form hereinafter set forth in Section S.K. hereof, duly manually executed by
the Bond Registrar, shall be entitled to any right or benefit under this Resolution. No Bond shall
be valid or obligatory for any purpose unless and until such certificate of authentication shall
have been duly executed by the Bond Registrar, and such certificate of the Bond Registrar upon
any such Bond shall be conclusive evidence that such Bond has been duly authenticated and
delivered under this Resolution. The Bond Registrar's certificate of authentication on any Bond
shall be deemed to have been duly executed if signed by an authorized officer of the Bond
Registrar, but it shall not be necessary that the same officer sign the certificate of authentication
on all of the Bonds that may be issued hereunder at any one time.
D. Any Bond may be transferred upon the registration books maintained by the Bond
Registrar upon delivery thereof to the designated corporate trust office of the Bond Registrar
accompanied by a written instrument or instruments of transfer in form and with guaranty of
signature satisfactory to the Bond Registrar, duly executed by the Bondholder or his attorney -in-
fact or legal representative, containing written instructions as to the details of the transfer of such
Bond, along with the social security number or federal employer identification number of such
transferee. In all cases of a transfer of a Bond, the Bond Registrar shall at the earliest practical
time in accordance with the terms hereof enter the transfer of ownership in the registration books
and shall deliver in the name of the new transferee or transferees a new fully registered Bond or
Bonds of the same maturity and of authorized denomination or denominations, for the same
aggregate principal amount and payable from the same source of funds. Bonds may be
exchanged at the office of the Bond Registrar for a like aggregate principal amount of Bonds, of
other authorized denominations of the same maturity. The City and the Bond Registrar may
charge the Bondholder for the registration of every transfer or exchange of a Bond an amount
sufficient to reimburse them for any tax, fee or any other governmental charge required (other
than by the City) to be paid with respect to the registration of such transfer or exchange, and may
require that such amounts be paid before any such new Bond shall be delivered.
The City, the Paying Agent and the Bond Registrar may deem and treat the registered
owner of any Bond as the absolute owner of such Bond for the purpose of receiving payment of
the principal thereof and the interest and redemption premium, if any, thereon.
E. If any Bond is mutilated, destroyed, stolen or lost, the City or its agent may, in its
discretion (i) deliver a duplicate replacement Bond, or (ii) pay a Bond that has matured or is
about to mature. A mutilated Bond shall be surrendered to and cancelled by the Bond Registrar.
The Bondholder must furnish the City and the Bond Registrar proof of ownership of any
destroyed, stolen or lost Bond; post satisfactory indemnity; comply with any reasonable
conditions the City and the Bond Registrar may prescribe; and pay the City's and the Bond
Registrar's reasonable expenses.
Any such duplicate Bond shall constitute an original contractual obligation on the part of
the City whether or not the destroyed, stolen or lost Bond be at any time found by anyone, and
such duplicate Bond shall be entitled to equal and proportionate benefits and rights as to lien on,
and source of payment of and security for payment from, the funds pledged to the payment of the
Bond so mutilated, destroyed, or stolen or lost.
MIAMI/4271069.2 10
F. The Bonds shall be subject to redemption prior to their maturity at such times and
in such manner as may be set forth in the Mayor's Certificate. Notice of redemption shall be
given by deposit in the U.S. mails of a copy of a redemption notice, postage prepaid, at least
thirty (30) and not more than sixty (60) days before the redemption date to all registered owners
of the Bonds or portions of the Bonds to be redeemed at their addresses as they appear on the
registration books to be maintained in accordance with the provisions hereof. Failure to mail any
such notice to a registered owner of a Bond, or any defect therein, shall not affect the validity of
the proceedings for redemption of any Bond or portion thereof with respect to which no failure
or defect occurred.
Such notice shall set forth the date fixed for redemption, the rate of interest borne by each
Bond being redeemed, the name and address of the Paying Agent and the Bond Registrar, the
redemption price to be paid and, if less than all of the Bonds then outstanding shall be called for
redemption, the distinctive numbers and letters, including CUSIP numbers, if any, of such Bonds
to be redeemed and, in the case of Bonds to be redeemed in part only, the portion of the principal
amount thereof to be redeemed. If any Bond is to be redeemed in part only, the notice of
redemption which relates to such Bond shall also state that on or after the redemption date, upon
surrender of such Bond, a new Bond or Bonds in a principal amount equal to the unredeemed
portion of such Bond will be issued. If the optional redemption of any of the Bonds is
conditioned upon the receipt of sufficient moneys, the notice of redemption which relates to such
Bonds shall also state that the redemption is so conditioned.
Any notice mailed as provided in this section shall be conclusively presumed to have
been duly given, whether or not the owner of such Bond receives such notice.
The Bond Registrar shall not be required to transfer or exchange any Bond after the
mailing of a notice of redemption nor during the period of fifteen (15) days next preceding
mailing of a notice of redemption.
G. Notice having been given in the manner and under the conditions provided in the
first three paragraphs of Section S.F. above, the Bonds or portions of Bonds so called for
redemption shall, on the redemption date designated in such notice, become and be due and
payable at the redemption price provided for redemption for such Bonds or portions of Bonds on
such date; provided, however, that Bonds or portions of Bonds called for optional redemption
and which redemption is conditioned upon the receipt of sufficient moneys, shall not become due
and payable on the redemption date if sufficient moneys to pay the redemption price of such
Bonds or portions of such Bonds have not been received by the Paying Agent on or prior to the
redemption date. On the date so designated for redemption, moneys for payment of the
redemption price being held in separate accounts by the Paying Agent or other Authorized
Depository in trust for the registered owners of the Bonds or portions thereof to be redeemed, all
as provided in this Resolution, interest on the Bonds or portions of Bonds so called for
redemption shall cease to accrue, such Bonds and portions of Bonds shall cease to be entitled to
any lien, benefit or security under this Resolution and shall be deemed paid hereunder, and the
registered owners of such Bonds or portions of Bonds shall have no right in respect thereof
except to receive payment of the redemption price thereof and, to the extent provided in the next
subsection, to receive Bonds for any unredeemed portions of the Bonds.
MIAMI/4271069 2 11
H. In case part but not all of an outstanding fully registered Bond shall be selected
for redemption, the registered owners thereof shall present and surrender such Bond to the
Paying Agent for payment of the principal amount thereof so called for redemption, and the City
shall execute and deliver to or upon the order of such registered owner, without charge therefor,
for the unredeemed balance of the principal amount of the Bonds so surrendered, a Bond or
Bonds fully registered as to principal and interest.
I. Bonds or portions of Bonds that have been duly called for redemption under the
provisions hereof, or as to which irrevocable instructions to call for redemption have been given
by the City, and with respect to which amounts (including Government Obligations) sufficient to
pay the principal of, redemption premium, if any, and interest to the date fixed for redemption
shall be delivered to and held in separate trust accounts by an escrow agent, any Authorized
Depository or the Pain Agent in trust for the registered owners thereof, as provided in this
P rY Paying g g � p
Resolution, shall not be deemed to be Outstanding under the provisions of this Resolution and
shall cease to be entitled to any lien, benefit or security under this Resolution, except to receive
the payment of the redemption price on or after the designated date of redemption from moneys
deposited with or held by the escrow agent, Authorized Depository or Paying Agent, as the case
may be, for such redemption of the Bonds and, to the extent provided in the preceding
subsection, to receive Bonds for any unredeemed portion of the Bonds.
J. If the date for payment of the principal of, redemption premium, if any, or interest
on the Bonds shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in
the city where the corporate trust office of the Paying Agent is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which
is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are
authorized to close, and payment on such day shall have the same force and effect as if made on
the nominal date of payment.
K. The text of the Bonds, the authentication certificate to be endorsed thereon and
the form of assignment for such Bonds shall be substantially in the following form, with such
omissions, insertions and variations as may be necessary or desirable and authorized by this
Resolution or as may be approved and made by the officers of the City executing the same, such
execution to be conclusive evidence of such approval, including, without limitation, such
changes as may be required for the issuance of uncertificated public obligations:
MIAMI /4271069.2 12
[Form of Bond]
No. R- $
UNITED STATES OF AMERICA
STATE OF FLORIDA •
CITY OF MIAMI BEACH, FLORIDA
GENERAL OBLIGATION REFUNDING BOND, SERIES 2011
Interest Rate: Maturity Date: Original Dated Date: CUSIP NO:
1, , 2011
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
The City of Miami Beach, Florida 1
c o da cal ed the "City"), for value received,
� Y )> >
hereby promises to pay to the Registered Owner identified above, or to registered assigns or legal
representatives, to the extent and from the sources provided therefor, as described herein, on the
Maturity Date identified above (or earlier as hereinafter provided), the Principal Amount
identified above, upon presentation and surrender hereof at the designated corporate trust office
of U.S. Bank National Association, in Miami, Florida, as the Paying Agent for the Bonds, or any
successor Paying Agent appointed by the City pursuant to the Resolution hereinafter referred to,
and to pay, to the extent and from the sources herein described, interest on the principal sum
from the date hereof, or from the most recent interest payment date to which interest has been
paid, at the Interest Rate per annum identified above, until payment of the Principal Amount, or
until provision for the payment thereof has been duly provided for, such interest being payable
semiannually on the first day of and the first day of of each year,
commencing on 1, . Interest will be paid by check or draft mailed to the
Registered Owner hereof at his address as it appears on the registration books of the City
maintained by U.S. Bank National Association, as the Bond Registrar for the Bonds, at the close
of business on the fifteenth (15th) day (whether or not a business day) of the month next
preceding the interest payment date (the "Record Date "), irrespective of any transfer or exchange
of such Bond subsequent to each Record Date and prior to such interest payment date, unless the
City shall be in default in payment of interest due on such interest payment date. In the event of
any such default, such defaulted interest shall be payable to the person in whose name such Bond
is registered at the close of business on a special record date for the payment of such defaulted
interest as established by notice by deposit in the U.S. mails, postage prepaid, by the Bond
Registrar to the Registered Owners of Bonds not less than fifteen (15) days preceding such
special record date. Such notice shall be mailed to the persons in whose names the Bonds are
registered at the close of business on the fifth (5th) day (whether or not a business day) preceding
the date of mailing.
This Bond is one of an authorized issue of bonds in the aggregate principal amount of
$ (the "Bonds ") of like date, tenor and effect, except as to number, maturity and
interest rate, issued to provide for the refunding of [$ principal amount of Series
MIAMI/4271069.2 13
2000 General Obligation Bonds and $ principal amount of Series 2003 General
Obligation Bonds (as such terms are defined in the Resolution)], pursuant to the authority of and
in full compliance with the Constitution and laws of the State of Florida, including particularly
Article VII, Section 12 of the Constitution, Chapter 166, Florida Statutes, as amended, Sections
132.33 — 132.47, Florida Statutes, as amended, and the Charter of the City, as amended, and
Resolution No. duly adopted by the City Commission of the City on , 2011
(the "Resolution "), and other applicable provisions of law. This Bond is subject to all the terms
and conditions of the Resolution, and capitalized terms not otherwise defined herein shall have
the same meanings ascribed to them in the Resolution.
The full faith, credit and taxing power of the City are irrevocably pledged to the punctual
payment of the principal of and interest on the Bonds, as the same shall become due and payable.
Reference is made to the Resolution for the provisions, among others, relating to the terms, lien
and security for the Bonds, the custody and application of the proceeds of the Bonds, the rights
and remedies of the holders of the Bonds, and the extent of and limitations on the City's rights,
duties and obligations, to all of which provisions the registered owner hereof assents by
acceptance hereof.
The Bonds maturing 1, 20 are subject to mandatory redemption prior to
g J Y p P
maturity, in part and selected by lot, at a redemption price of 100% of the principal amount
thereof on 1, and on each 1 thereafter in the following
principal amounts:
Date Principal Amount
*
* Maturity.
The Bonds maturing on or after , 20 shall be further subject to
redemption prior to their maturity, at the option of the City, on or after , 20,
as a whole or in part at any time, and if in part as selected by the City among maturities and by
lot within a maturity, at a redemption price of 100% of the principal amount thereof plus accrued
interest from the most recent interest payment date to the redemption date.
Notice of call for redemption is to be given by mailing a copy of the redemption notice
by U.S. mail at least thirty (30) but not more than sixty (60) days prior to the date fixed for
redemption to the registered owner of each Bond to be redeemed at the address shown on the
registration books maintained by the Bond Registrar, or any successor Bond Registrar appointed
by the City, as more specifically provided in the Resolution. Failure to give such notice by
mailing to any Bondholder, or any defect therein, shall not affect the validity of the proceedings
for the redemption of any Bond or portion thereof with respect to which no such failure or defect
has occurred. All such Bonds called for redemption and for the retirement of which funds are
duly provided will cease to bear interest on such redemption date.
MIAM1/4271069.2 14
This Bond may be transferred upon the registration books of the City upon delivery
thereof to the designated corporate trust office of the Bond Registrar accompanied by a written
instrument or instruments of transfer in form and with guaranty of signature satisfactory to the
Bond Registrar, duly executed by the registered owner of this Bond or by his attorney -in -fact or
legal representative, containing written instructions as to the details of transfer of this Bond,
along with the social security number or federal employer identification number of such
transferee. In all cases of a transfer of a Bond, the Bond Registrar shall at the earliest practical
time in accordance with the provisions of the Resolution enter the transfer of ownership in the
registration books and shall deliver in the name of the new transferee or transferees a new fully
registered Bond or Bonds of the same maturity and of authorized denomination or
denominations, for the same aggregate principal amount and payable from the same source of
funds. Bonds may be exchanged at the office of the Bond Registrar for a like aggregate principal
amount of Bonds, of authorized denominations of the same series and maturity. The City and the
Bond Registrar may charge the owner of such Bond for the registration of every transfer or
exchange of a Bond an amount sufficient to reimburse them for any tax, fee or any other
governmental charge required (other than by the City) to be paid with respect to the registration
of such transfer or exchange, and may require that such amounts be paid before any such new
Bond shall be delivered.
If the date for payment of the principal of, redemption premium, if any, or interest on this
Bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the
city where the corporate trust office of the Paying Agent is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which
is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are
authorized to close, and payment on such day shall have the same force and effect as if made on
the nominal date of payment.
It is hereby certified and recited that this Bond is authorized by and is issued in
conformity with the requirements of the Constitution and statutes of the State of Florida; that all
acts, conditions and things required to exist, to happen, and to be performed precedent to the
issuance of this Bond 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; that the
issuance of the Bonds of this issue does not violate any constitutional or statutory limitation or
provision; that due provision has been made for the levy and collection of an annual tax, without
limitation as to rate or amount, in addition to all other taxes, upon all taxable property within the
corporate limits of the City (excluding exemptions as provided by applicable law), sufficient to
pay the principal of and interest on the Bonds as the same shall become due and payable, which
tax shall be assessed, levied and collected at the same time and in the same manner as other taxes
are assessed, levied and collected within the corporate limits of the City; and that the full faith,
credit and taxing power of the City are pledged to the punctual payment of the principal of and
interest on the Bonds, as the same shall become due and payable.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Resolution until the Certificate of Authentication endorsed hereon
shall have been manually signed by the Bond Registrar.
MIAMI /4271069.2 15
IN WITNESS WHEREOF, the City of Miami Beach, Florida, has issued this Bond and
has caused the same to be signed by its Mayor and attested by its City Clerk, either manually or
with their facsimile signatures, and its seal to be affixed hereto or a facsimile of its seal to be
reproduced hereon.
CITY OF MIAMI BEACH, FLORIDA
(SEAL)
By:
Mayor
ATTEST:
By:
City Clerk
MIAMI /4271069.2 16
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds designated in and executed under the provisions of the
within mentioned Resolution.
U.S. BANK NATIONAL ASSOCIATION,
As Bond Registrar
By:
Authorized Signatory
Date of Authentication:
MIAMI /4271069.2 17
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned (the "Transferor ") hereby sells, assigns and
transfers unto (the
"Transferee ")
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF TRANSFEREE
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
as attorney to register the transfer of the within Bond on
the books kept for registration and registration of transfer thereof, with full power of substitution
P g g � P
in the premises.
Date:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed NOTICE: No transfer will be registered and
by a member firm of the New York Stock no new Bond will be issued in the name of the
Exchange or a member firm of any other Transferee, unless the signature(s) to this
recognized national securities exchange or a assignment correspond(s) with the name as it
commercial bank or a trust company. appears upon the face of the within Bond in
every particular, without alteration or
enlargement or any change whatever and the
Social Security or Federal Employer
Identification Number of the Transferee is
supplied.
[End of Form of Bond]
MIAMI /4271069.2 18
SECTION 6. APPLICATION OF BOND PROCEEDS. The proceeds, including
premium, if any, received from the sale of the Bonds shall be applied by the City, simultaneously
with delivery of the Bonds, as follows:
A. An amount, which together with any other available moneys, is equal to the
principal of and accrued interest on the Series 2000 General Obligation Bonds constituting
Refunded Bonds, shall be paid to, or for the account of, Gulf Breeze and used to prepay the
outstanding principal of and interest on the Gulf Breeze Loans on the date of delivery of the
Bonds.
B. An amount which, together with investment earnings thereon and any other
available moneys, is equal to the principal of and interest on the Series 2003 General Obligation
Bonds constituting Refunded Bonds when due, in accordance with the schedules to be attached
to the Escrow Deposit Agreement, shall be transferred to the Escrow Agent for deposit into the
Escrow Deposit Trust Fund established pursuant to the Escrow Deposit Agreement and shall be
used and applied pursuant to and in the manner described in the Escrow Deposit Agreement to
pay the principal of and interest on the Series 2003 General Obligation Bonds constituting
Refunded Bonds.
C. The remainder of the proceeds shall be deposited in a separate account designated
"City of Miami Beach 2011 General Obligation Refunding Bonds Cost of Issuance Account"
which is hereby established with the City in an Authorized Depository and shall be disbursed for
payment of expenses incurred in issuing the Bonds and refunding the Refunded Bonds. Any
balance remaining after payment or provision for payment of such expenses has been made shall
be transferred to the Paying Agent for deposit in the account designated "City of Miami Beach
2011 General Obligation Refunding Bonds Principal and Interest Account" (the "Principal and
Interest Account ") and used solely to pay principal of and interest on the Bonds.
SECTION 7. INVESTMENT OF BOND PROCEEDS AND OTHER MONEYS. All
proceeds of the Bonds applied to the refunding of the Series 2003 General Obligation Bonds
constituting Refunded Bonds and other moneys held by the Escrow Agent shall be invested as
provided by the Escrow Deposit Agreement. Proceeds of the Bonds held by the City pursuant to
the provisions of Section 6 above may be invested by the City in such investments as are
permitted by applicable law.
SECTION 8. LEVY OF AD VALOREM TAX; PAYMENT AND PLEDGE. In each
Fiscal Year while any of the Bonds are Outstanding there shall be assessed, levied and collected
a tax, without limitation as to rate or amount, in addition to all other taxes, on all taxable
property within the corporate limits of the City (excluding exemptions as provided by applicable
law), sufficient in amount to pay the principal of and interest on the Bonds as the same shall
become due.
The tax assessed, levied and collected for the security and payment of the Bonds shall be
assessed, levied and collected in the same manner and at the same time as other taxes are
assessed, levied and collected and the proceeds of said tax shall be applied solely to the payment
of the principal of and interest on the Bonds. On or before each interest or principal payment
date for the Bonds, the City shall transfer to the Paying Agent for deposit in the Principal and
Interest Account an amount sufficient to pay the principal of, redemption premium, if any, and
MIAMI /4271069.2 19
interest on the Bonds then due and payable and the Paying Agent is hereby authorized and
directed to apply such funds to said payment.
The full faith, credit and taxing power of the City are hereby irrevocably pledged to the
punctual payment of the principal of and interest with respect to the Bonds as the same shall
become due and payable.
SECTION 9. COMPLIANCE WITH TAX REQUIREMENTS. The City hereby
covenants and agrees, for the benefit of the holders from time to time of the Bonds, to comply
with the requirements applicable to it contained in the Code to the extent necessary to preserve
the exclusion of interest on the Bonds from gross income for federal income tax purposes.
Specifically, without intending to limit in any way the generality of the foregoing, the City
covenants and agrees:
A. To pay to the United States of America, if required, from any legally available
funds, at the times required pursuant to Section 148(f) of the Code, any rebate amount ( "Rebate
Amount ") determined pursuant to Section 148(f) of the Code;
B. To maintain and retain all records pertaining to and to be responsible for making
or causing to be made all determinations and calculations of the Rebate Amount and required
payments of the Rebate Amount as shall be necessary to comply with the Code;
C. To refrain from using proceeds from the Bonds in a manner that would cause the
Bonds or any of them, to be classified as private activity bonds under Section 141(a) of the Code;
and
D. To refrain from taking any action that would cause the Bonds, or any of them, to
become arbitrage bonds under Section 148 of the Code.
The City understands that the foregoing covenants impose continuing obligations on the
City to comply with the requirements of the Code so long as such requirements are applicable.
SECTION 10. REFUNDING OF REFUNDED BONDS; ESCROW DEPOSIT
AGREEMENT; APPOINTMENT OF ESCROW AGENT.
A. The refunding and prepayment on the date of issuance of the Bonds of the Series
2000 General Obligation Bonds constituting Refunded Bonds is hereby authorized and approved.
The Mayor, after consultation with the Chief Financial Officer and the Financial Advisor, is
hereby authorized to determine the Series 2000 General Obligation which shall constitute
Refunded Bonds.
B. The refunding, defeasance and, as applicable, redemption of the Series 2003
General Obligation Bonds constituting Refunded Bonds is hereby authorized and approved. The
City hereby irrevocably determines to optionally redeem the Series 2003 General Obligation
Bonds constituting Refunded Bonds which are subject to optional redemption prior to maturity in
accordance with the provisions of Resolution No. 2003 -25240 adopted by the Commission on
June 11, 2003 and the Escrow Deposit Agreement. The Mayor, after consultation with the Chief
Financial Officer and the Financial Advisor, is hereby authorized to determine the Series 2003
MIAMI/4271069.2 20
General Obligation Bonds which shall constitute Refunded Bonds and the date of redemption of
such Refunded Bonds which are subject to optional redemption prior to maturity.
In order to provide for the defeasance, payment and, as applicable, redemption of the
Series 2003 General Obligation Bonds constituting Refunded Bonds, the Mayor and the City
Clerk are hereby authorized and directed, in the name and on behalf of the City, to execute and
deliver the Escrow Deposit Agreement, in substantially the form presented at the meeting at
which this Resolution was considered, subject to such changes, modifications, insertions and
omissions and such filling -in of blanks therein as may be approved by the Mayor, after
consultation with the Chief Financial Officer and the City Attorney. The investment of a portion
of the proceeds of the Bonds and any other available moneys in order to provide for the
defeasance, payment and, as applicable, redemption of the Series 2003 General Obligation
Bonds constituting Refunded Bonds in accordance with the provisions of the Escrow Deposit
Agreement is hereby authorized and approved. The execution of the Escrow Deposit Agreement
by the Mayor and City Clerk, for and on behalf of the City, shall be conclusive evidence of the
City's approval of the Series 2003 General Obligation Bonds constituting Refunded Bonds, the
date of redemption of the Series 2003 General Obligation Bonds constituting Refunded Bonds
which are subject to optional redemption prior to maturity, the Escrow Deposit Agreement and
the investment of a portion of the proceeds of the Bonds and any other available moneys
thereunder.
U.S. Bank National Association is hereby appointed the Escrow Agent under the Escrow
Deposit Agreement.
SECTION 11. APPOINTMENT OF PAYING AGENT AND BOND REGISTRAR.
A. U.S. Bank National Association, is hereby appointed the Paying Agent and Bond
Registrar for the Bonds. The Chief Financial Officer, after consultation with the City Attorney,
is hereby authorized to enter into any necessary agreements in connection with the appointment
of the Paying Agent and the Bond Registrar.
B. The recitals of facts contained herein and in the Bonds shall be taken as the
statements of the City and neither the Paying Agent nor the Bond Registrar assumes any
responsibility for the correctness of the same. Neither the Paying Agent nor the Bond Registrar
makes any representation as to the validity or sufficiency of this Resolution or of any Bonds
issued thereunder or as to the security afforded by this Resolution, and neither shall incur any
liability in respect thereof. The Bond Registrar shall, however, be responsible for its
representation contained in its certificate of authentication of the Bonds. The Paying Agent shall
be entitled to rely upon the directions of the Chief Financial Officer in the investment of
proceeds of the Bonds and other moneys under this Resolution and neither the Paying Agent nor
the Bond Registrar shall be responsible with respect to the application of money paid by it in
accordance with the provisions of this Resolution. Neither the Paying Agent nor the Bond
Registrar shall be under any obligation or duty to take any action constituting enforcement of the
covenants of the City under this Resolution, which would involve it in expense or liability, or to
institute or defend any suit in respect thereof, or to advance any of its own moneys, unless
properly indemnified. Neither the Paying Agent nor the Bond Registrar shall be liable in
connection with the performance of its duties hereunder except for its own negligence,
misconduct or default.
MIAMI/4271069 2 21
C. The City shall agree to pay the Paying Agent and the Bond Registrar reasonable
compensation for all services rendered by each of them under this Resolution, and also all
reasonable expenses, charges, counsel fees and other disbursements, including those of its
attorneys, agents and employees, incurred in and about the performance of their powers and
duties under this Resolution.
SECTION 12. PRELIMINARY OFFICIAL STATEMENT; OFFICIAL STATEMENT.
The use of the Preliminary Official Statement in connection with the issuance of the Bonds is
hereby authorized. The Preliminary Official Statement in substantially the form presented at the
meeting at which this Resolution was considered is hereby approved with such changes,
modifications, insertions and omissions and such filling -in of blanks therein as may be approved
by the Mayor, after consultation with the Chief Financial Officer and the City Attorney. The
Mayor and the City Manager are hereby authorized to approve and execute, on behalf of the
City, the Official Statement relating to the Bonds substantially in the form of the Preliminary
Official Statement, with such changes from the Preliminary Official Statement, as the Mayor and
the Chief Financial Officer, after consultation with the City Attorney, may approve, such
execution to be conclusive evidence of such approval. The Mayor or her designee, after
consultation with the Chief Financial Officer and the City Attorney, is hereby authorized to make
any necessary certifications regarding a near final or deemed final Preliminary Official Statement
if and to the extent required by Rule 15c2 -12 of the Securities and Exchange Commission (the
"Rule ").
SECTION 13. CONTINUING DISCLOSURE. For the benefit of the registered owners
and beneficial owners from time to time of the Bonds, the City agrees, in accordance with and as
the only obligated person with respect to the Bonds under the Rule, to provide or cause to be
provided certain financial information and operating data, financial statements and notices, in
such manner, as may be required for purposes of paragraph (b)(5) of the Rule. In order to
describe and specify the terms of the City's continuing disclosure agreement, including
provisions for enforcement, amendment and termination, the Chief Financial Officer is hereby
authorized and directed to execute and deliver, in the name and on behalf of the City, the
Continuing Disclosure Agreement, in substantially the form presented at the meeting at which
this Resolution was considered, with such changes, modifications, insertions and omissions and
such filling -in of blanks therein as may be approved by the Chief Financial Officer, after
consultation with the City Attorney. Digital Assurance Certification, L.L.C., is hereby appointed
as the Disclosure Dissemination Agent under the Continuing Disclosure Agreement. The
execution of the Continuing Disclosure Agreement by the Mayor, for and on behalf of the City,
shall be conclusive evidence of the City's approval of the Continuing Disclosure Agreement.
Notwithstanding any other provisions of this Resolution, any failure by the City to comply with
any provisions of the Continuing Disclosure Agreement or this Section 13 shall not constitute a
default under this Resolution and the remedies therefor shall be solely as provided in the
Continuing Disclosure Agreement.
The Chief Financial Officer is further authorized to establish procedures in order to
ensure compliance by the City with the Continuing Disclosure Agreement, including the timely
provision of information and notices. Prior to making any filing in accordance with such
agreement, the Chief Financial Officer may consult with the City Attorney. The Chief Financial
MIAMI/4271069.2 22
Officer actin g City, the name and on behalf of the Cit , shall be entitled to rely upon any legal
advice provided by the City Attorney in determining whether a filing should be made.
SECTION 14. GULF BREEZE LOAN AMENDMENTS. In connection with the
refunding of the Series 2000 General Obligation Bonds to be refunded and the prepayment of the
Gulf Breeze Loans, the Mayor and the City Clerk are hereby authorized and directed, in the
name and on behalf of the City, to execute and deliver the Gulf Breeze Loan Amendments, in
substantially the forms presented at the meeting at which this Resolution was considered, subject
to such changes, modifications, insertions and omissions and such filling -in of blanks therein as
may be approved by the Mayor, after consultation with the Chief Financial Officer and the City
Attorney. The execution of the Gulf Breeze Loan Amendments by the Mayor and the City
Clerk, for and on behalf of the City, shall be conclusive evidence of the City's approval of the
Gulf Breeze Loan Amendments.
SECTION 15. FURTHER AUTHORIZATIONS. The Mayor, the Chief Financial
Officer, the City Attorney and the City Clerk, or any of them and such other officers and
employees of the City as may be designated by the Mayor are each designated as agents of the
City in connection with the issuance and delivery of the Bonds and the refunding of the
Refunded Bonds and are authorized and empowered, collectively or individually, to take all
actions and steps and to execute all instruments, documents and contracts on behalf of the City
that are necessary or desirable in connection with the execution and delivery of the Bonds and
the refunding of the Refunded Bonds, and which are specifically authorized or are not
inconsistent with the terms and provisions of this Resolution or any action relating to the Bonds
heretofore taken by the City. Such officers and those so designated are hereby charged with the
responsibility for the issuance of the Bonds and the refunding of the Refunded Bonds.
SECTION 16. MODIFICATION OR AMENDMENT. After the issuance of the Bonds,
no modification or amendment of this Resolution or of any resolution amendatory hereof or
supplemental hereto materially adverse to the Bondholders may be made without the consent in
writing of the registered owners of not less than a majority in aggregate principal amount of the
Outstanding Bonds, but no modification or amendment shall permit a change (a) in the maturity
of the Bonds or a reduction in the rate of interest thereon, (b) in the amount of the principal
obligation of any Bond, (c) that would affect the unconditional promise of the City to levy and
collect taxes as herein provided, or (d) that would reduce such percentage of registered owners of
the Bonds required above for such modifications or amendments, without the consent of all of
the Bondholders. For the purpose of Bondholders' voting rights or consents, the Bonds owned
by or held for the account of the City, directly or indirectly, shall not be counted.
SECTION 17. DEFEASANCE AND RELEASE. If, at any time after the date of
issuance of the Bonds (a) all Bonds secured hereby or any maturity thereof shall have become
due and payable in accordance with their terms or otherwise as provided in this Resolution, or
shall have been duly called for redemption, or the City shall have given irrevocable instructions
directing the payment of the principal of, redemption premium, if any, and interest on such
Bonds at maturity or at any earlier redemption date scheduled by the City, or any combination
thereof, (b) the full amount of the principal, redemption premium, if any, and the interest so due
and payable upon all of such Bonds then Outstanding or any portion of such Bonds, at maturity
or upon redemption, shall be paid, or sufficient moneys or Government Obligations maturing not
later than the maturity or redemption dates of such principal, redemption premium, if any, and
MIAMI /4271069.2 23
interest, which, together with the income realized on such investments, shall be sufficient to pay
all such principal, redemption premium, if any, and interest on said Bonds at the maturity thereof
or the date upon which such Bonds are to be called for redemption prior to maturity, shall be
held by an escrow agent who shall be an Authorized Depository or the Paying Agent in
irrevocable trust for the benefit of such Bondholders (whether or not in any accounts created
hereby), and (c) provision shall also be made for paying all other sums payable hereunder by the
City, including compensation due the Paying Agent and the Bond Registrar, then and in that case
the right, title and interest of such Bondholders hereunder shall thereupon cease, determine and
become void; otherwise, this Resolution shall be, continue and remain in full force and effect.
Notwithstanding anything in this Section 17 to the contrary, however, the obligations of the City
under Section 9 hereof shall remain in full force and effect until such time as such obligations are
fully satisfied.
SECTION 18. SEVERABILITY. If any one or more of the covenants, agreements or
provisions of this Resolution shall be held contrary to any express provisions of law or contrary
to the policy of express law, though not expressly prohibited, or against public policy, or shall
for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall
be null and void and shall be deemed separate from the remaining covenants, agreements or
provisions of this Resolution or of the Bonds issued hereunder.
SECTION 19. NO THIRD PARTY BENEFICIARIES. Except as herein otherwise
expressly provided, nothing in this Resolution expressed or implied is intended or shall be
construed to confer upon any person, firm or corporation other than the City, the registered
owners of the Bonds, the Paying Agent and the Bond Registrar, any right, remedy or claim, legal
or equitable, under or by reason of this Resolution or any provision hereof, this Resolution and
all its provisions being intended to be and being for the sole and exclusive benefit of the City, the
registered owners from time to time of the Bonds, the Paying Agent and the Bond Registrar.
SECTION 20. CONTROLLING LAW; MEMBERS OF COMMISSION OR CITY NOT
LIABLE. This Resolution shall be governed by and construed in accordance with the laws of the
State of Florida and all covenants, stipulations, obligations and agreements of the City contained
herein shall be deemed to be covenants, stipulations, obligations and agreements of the City to
the full extent authorized by the Act. No covenant, stipulation, obligation or agreement
contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any
present or future member, agent, independent contractor or employee of the Commission or the
City in his individual capacity, and neither the members of the Commission nor any official
executing the Bonds shall be liable personally on the Bonds or this Resolution or shall be subject
to any personal liability or accountability by reason of the issuance or the execution by the
Commission or such members thereof.
SECTION 21. QUALIFICATION FOR THE DEPOSITORY TRUST COMPANY.
Notwithstanding any other provision hereof, the City, the Paying Agent and the Bond Registrar
are hereby authorized to take such actions as may be necessary to qualify the Bonds for deposit
with DTC, including but not limited to those actions as may be set forth in a letter agreement
entered into by and between the City and DTC, wire transfers of interest and principal payments
with respect to the Bonds, utilization of electronic book entry data received from DTC in place
of actual delivery of Bonds and provisions of notices with respect to Bonds registered by DTC
(or any of its designees identified to the City, the Paying Agent or the Bond Registrar) by
MIAMI /4271069.2 24
ao //- 2 7783
•
overnight delivery, courier service, telegram, telecopy or other similar means of communication.
The Mayor, the City Manager and the Chief Financial Officer is each hereby authorized to
execute and deliver any necessary agreement or other documents with DTC on behalf of the
City.
SECTION 22. EFFECTIVE DATE. This Resolution shall be effective immediately
upon its adoption.
PASSED AND ADOPTED sis 19th day of October , 2011.
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MIAMI /4271069.2 25
COMMISSION ITEM SUMMARY
Condensed Title:
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH,FLORIDA, AUTHORIZING THE
ISSUANCE OF NOT TO EXCEED $67,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI
BEACH, FLORIDA GENERAL OBLIGATION REFUNDING BONDS, SERIES 2011, FOR THE PURPOSE OF
REFUNDING ALL OR A PORTION OF THE CITY'S OUTSTANDING SERIES 2000 GENERAL OBLIGATION
BONDS AND /OR ALL OR A PORTION OF THE CITY'S OUTSTANDING GENERAL OBLIGATION BONDS,
SERIES 2003; PROVIDING THAT SUCH GENERAL OBLIGATION REFUNDING BONDS SHALL CONSTITUTE
GENERAL OBLIGATIONS OF THE CITY AND THAT THE FULL FAITH, CREDIT AND TAXING POWER OF THE
CITY SHALL BE IRREVOCABLY PLEDGED FOR THE PAYMENT OF THE PRINCIPAL OF AND THE INTEREST
ON SUCH GENERAL OBLIGATION REFUNDING BONDS; MAKING CERTAIN COVENANTS AND
AGREEMENTS IN CONNECTION THEREWITH; PROVIDING CERTAIN DETAILS OF THE BONDS;
DELEGATING CERTAIN MATTERS IN CONNECTION WITH THE ISSUANCE OF THE BONDS TO THE MAYOR;
AUTHORIZING THE NEGOTIATED SALE OF THE BONDS TO THE UNDERWRITERS; APPROVING THE FORM
OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT;
AUTHORIZING THE REFUNDING, DEFEASANCE, PREPAYMENT AND REDEMPTION, AS APPLICABLE, OF
THE REFUNDED BONDS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY
OF AN ESCROW DEPOSIT AGREEMENT AND APPOINTING AN ESCROW AGENT; APPOINTING A PAYING
AGENT AND A BOND REGISTRAR; PROVIDING FOR A PRELIMINARY OFFICIAL STATEMENT AND
AUTHORIZING THE EXECUTION OF AN OFFICIAL STATEMENT; COVENANTING TO PROVIDE CONTINUING
DISCLOSURE IN CONNECTION WITH THE BONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE
COMMISSION RULE 15c2 -12 AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND
DELIVERY OF A DISCLOSURE DISSEMINATION AGENT AGREEMENT WITH RESPECT THERETO AND
APPOINTING A DISCLOSURE DISSEMINATION AGENT THEREUNDER; APPROVING THE FORM OF AND
AUTHORIZING THE EXECUTION AND DELIVERY OF GULF BREEZE LOAN AMENDMENTS; AUTHORIZING A
BOOK -ENTRY REGISTRATION SYSTEM FOR THE BONDS; AUTHORIZING CERTAIN OFFICIALS AND
EMPLOYEES OF THE CITY TO TAKE ALL ACTIONS REQUIRED IN CONNECTION WITH THE ISSUANCE OF
SAID BONDS; AND PROVIDING AN EFFECTIVE DATE.
Key Intended Outcome Supported:
Improve the City's overall financial health and maintain overall bond rating.
Supporting Data (Surveys, Environmental Scan, etc.): N/A
Issue:
Should the City Commission approve the resolution which allows for the refunding of both GO Bonds Series 2000
and Series 2003?
Item Summary /Recommendation:
The City's Financial Advisor has determined that the City has the capacity to refinance the Series 2000 General
Obligation Bonds as well as to advance refund a portion of the Series 2003 General Obligation Bonds, and that both
of these refinancing may provide, as of September 26, 2011, a present value savings of approximately $3.3 million
or approximately 9.25 %. The City intends to refinance all of the outstanding Series 2000 bonds of $17,250,000 on
December 1, 2011, and up to $49,570,000 will be used to advance refund the Series 2003 bonds.
The total amount for both refunding will not exceed $67 million which will also include such costs as cost of
issuance, premiums and /or discounts, and underwriter's discounts. The actual refunding amount of the Series 2003
bonds will be determined at the pricing date which will take into account the prevailing market conditions at that time.
Advisory Board Recommendation:
Finance and Citywide Projects Committee on September 26, 2011 approved the refunding the GO Bonds Series
2000 and Series 2003.
Financial Information:
Amount Account Approved
Source of Funds: Principal & Interest payments to be
OBPI appropriated from Ad Valorem Taxes
Total
City Clerk's Office Legislative Tracking:
Patricia Walker, Chief Financial Officer
Sign -Offs:
Department Director A nt City Manager City Manager
PDW J MG -r
T:\AGENDA \2011 \October 19 \Regular\ GO Bonds 2011 Summary Memo.docx
\ IBEACH AGENDA ITEM R-7 e _ DATE Io I Rc-f/
m MIAMIBEACH
City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov
COMMISSION MEMORANDUM
TO: Mayor Matti Herrera Bower and Members of the City Commission
FROM: Jorge M. Gonzalez, City Manager
DATE: October 19, 2011
SUBJECT: A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI
BEACH, FLORIDA, AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$67,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI
BEACH, FLORIDA GENERAL OBLIGATION REFUNDING BONDS, SERIES
2011, FOR THE PURPOSE OF REFUNDING ALL OR A PORTION OF THE
CITY'S OUTSTANDING SERIES 2000 GENERAL OBLIGATION BONDS
AND /OR ALL OR A PORTION OF THE CITY'S OUTSTANDING GENERAL
OBLIGATION BONDS, SERIES 2003; PROVIDING THAT SUCH GENERAL
OBLIGATION REFUNDING BONDS SHALL CONSTITUTE GENERAL
OBLIGATIONS OF THE CITY AND THAT THE FULL FAITH, CREDIT AND
TAXING POWER OF THE CITY SHALL BE IRREVOCABLY PLEDGED
FOR THE PAYMENT OF THE PRINCIPAL OF AND THE INTEREST ON
SUCH GENERAL OBLIGATION REFUNDING BONDS; MAKING CERTAIN
COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH;
PROVIDING CERTAIN DETAILS OF THE BONDS; DELEGATING CERTAIN
MATTERS IN CONNECTION WITH THE ISSUANCE OF THE BONDS TO
THE MAYOR; AUTHORIZING THE NEGOTIATED SALE OF THE BONDS
TO THE UNDERWRITERS; APPROVING THE FORM OF AND
AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND
PURCHASE AGREEMENT; AUTHORIZING THE REFUNDING,
DEFEASANCE, PREPAYMENT AND REDEMPTION, AS APPLICABLE, OF
THE REFUNDED BONDS; APPROVING THE FORM OF AND
AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW
DEPOSIT AGREEMENT AND APPOINTING AN ESCROW AGENT;
APPOINTING A PAYING AGENT AND A BOND REGISTRAR; PROVIDING
FOR A PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING THE
EXECUTION OF AN OFFICIAL STATEMENT; COVENANTING TO
PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE
BONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE
COMMISSION RULE 15c2 -12 AND APPROVING THE FORM OF AND
AUTHORIZING THE EXECUTION AND DELIVERY OF A DISCLOSURE
DISSEMINATION AGENT AGREEMENT WITH RESPECT THERETO AND
APPOINTING A DISCLOSURE DISSEMINATION AGENT THEREUNDER;
APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND
DELIVERY OF GULF BREEZE LOAN AMENDMENTS; AUTHORIZING A
BOOK -ENTRY REGISTRATION SYSTEM FOR THE BONDS;
AUTHORIZING CERTAIN OFFICIALS AND EMPLOYEES OF THE CITY TO
Commission Memorandum - October 19, 2011
General Obligation Bonds, Series 2011
Page 2 of 4
TAKE ALL ACTIONS REQUIRED IN CONNECTION WITH THE ISSUANCE
OF SAID BONDS; AND PROVIDING AN EFFECTIVE DATE.
ADMINISTRATION RECOMENDATION
Approve the Resolution.
BACKGROUND
On September 17, 1999, the Mayor and City Commission adopted Resolutions #99- 23299, #99-
23300, and #99 -23301 that called for a special election on November 2, 1999 that submitted to
the electorate of the City a bond referendum that decided whether the City should be authorized
to issue an aggregate of $92,465,000 in principal amount of general obligation bonds.
The purpose of these general obligation bonds was threefold: (1) to renovate, expand and
improve fire stations and related facilities located in the City and acquire and equip fire trucks
( "Fire Safety General Obligations "), (2) to improve recreational facilities and equipment, access,
security and related maintenance facilities for parks and beaches located in the City ( "Parks and
Beaches General Obligations "), and (3) to improve neighborhood infrastructure in the City,
consisting of streetscapes and traffic calming measures, shoreline stabilization and related
maintenance facilities ( "Neighborhood General Obligations ").
On November 2, 1999, the issuance of the General Obligations was approved by the electorate
9 pp Y
of the City in accordance with the applicable laws of the State of Florida.
On June 23, 2000, the City Commission passed Resolution 2000 -23966 authorizing the
issuance of $30 million of General Obligations (the first of two bond issuances) by borrowing
funds from the Gulf Breeze Government Loan Pool. This issuance consisted of $9,030,000 for
the Fire Safety General Obligations, $9,230,000 for the Parks and Beaches General
Obligations, and $11,740,000 for Neighborhood General Obligations.
On June 11, 2003, the City Commission passed Resolution 2003 -25240 authorizing the
issuance of $62,465,000 of General Obligation (the second of the two bond issuances). This
issuance consisted of $690,000 for the Fire Safety General Obligations, $15,600,000 for the
Parks and Beaches General Obligations, and $46,175,000 for Neighborhood General
Obligations.
ANALYSIS
As of today, the City has approximately $18,710,000 outstanding on the Series 2000 General
Obligation bonds, which has a scheduled principal payment of $1,460,000 on December 1,
2011 leaving an outstanding principal balance at that time of $17,250,000. In addition, the City
has $49,570,000 outstanding on the Series 2003 General Obligation bonds. The City intends to
refinance all of the outstanding Series 2000 bonds of $17,250,000 on December 1, 2011, and
up to $49,570,000 will be used to advance refund the Series 2003 bonds.
Commission Memorandum - October 19, 2011
General Obligation Bonds, Series 2011
Page 3 of 4
The total amount for both refunding will not exceed $67 million which will also include such
costs as cost of issuance, premiums and /or discounts, and underwriter's discounts. The actual
refunding amount of the Series 2003 bonds will be determined at the pricing date which will take
into account the prevailing market conditions at that time. The City's proposed refunding of both
Series of General Obligation bonds is the result of the Administration's continuous review of
opportunities to refund outstanding bonds to ensure the City is paying the lowest possible rate
within statutory and tax requirements.
The City's Financial Advisor has determined that the City has the capacity to refinance the
Series 2000 General Obligation Bonds as well as to advance refund a portion of the Series
2003 General Obligation Bonds, and that both of these refinancing may provide, as of October
10, 2011, a present value savings of approximately $3.3 million or approximately 9.25 %. The
refunding of these bonds does not extend the term of the bonds beyond their original maturity
date.
According to the loan agreements with Gulf Breeze, the City can refinance the outstanding
Series 2000 General Obligation Bonds on the next redemption date which falls on December 1,
2011. The original call /redemption date for the Series 2000 bonds was on December 1, 2010,
however, at that time the City would have had to pay a premium of approximately $187,100 to
call the bonds. The reason the City is calling the bonds as of December 1, 2011 is because
they are callable at par in addition to the fact that interest rates today are about 70 basis points
lower for a AA rated General Obligation issue than it was at December 2010.
As for the Series 2003 General Obligation Bonds to be advance refunded, the City will seek,
with the advice of the City's Financial Advisors, the best opportunity in the near future to
determine when market conditions are optimal to achieve the most savings for the City.
The bonds are paid through the assessment, levy and collection of ad valorem tax on all taxable
property within the City and the full faith, credit and taxing power of the City will be pledged to
the payment of the principal and interest of the bonds. Any additional costs and expenses are
paid from non -ad valorem revenues.
In November 2007, the Mayor and City Commission approved Ordinance 2007 -3582 which
amended the procedures that the City followed in connection with the approval of a bond issue
and added Section 2 -278 to Chapter 2 of the Miami Beach City Code. However, according to
Section 2- 278(d) the provision of this section shall not apply to the issuance of any bonds to
refund or refinance outstanding bonds which is precisely what is being done with the issuance
of the Series 2011 General Obligation Refunding Bonds.
At the September 26, 2011, meeting of the Finance and Citywide Projects Committee, the
Committee voted to recommend approval of the proposed refinancing of the outstanding Series
2000 General Obligation Bonds, and to advance refund all or a portion of the Series 2003
General Obligation Bonds based on market conditions.
Because of the character of the proposed refinancing of the Series 2000 and Series 2003
General Obligation Bonds, the prevailing market conditions, the complexity of structuring a
refunding and the recommendations of the Financial Advisor, it was further determined that the
sale of the new refinanced General Obligation Bonds on the basis of a negotiated sale rather
than a public sale by competitive bid is in the best interest of the City.
Commission Memorandum - October 19, 2011
General Obligation Bonds, Series 2011
Page 4 of 4
The Resolution for the issuance of the Series 2011 General Obligation Bonds will delegate to
the Mayor, relying upon the recommendation of the Chief Financial Officer and RBC Capital
Markets (the City's Financial Advisor), the determination of various terms of the Series 2011
Bonds, including whether to secure one or more Credit Facilities and /or Reserve Account
Insurance Policies with respect to the Series 2011 Bonds, the final award of the Series 2011
Bonds, the dates of redemption of the Prior Bonds to be redeemed prior to maturity, the
payment of all related costs and expenses in connection with the issuance of the Bonds and all
other actions necessary or desirable in connection with the issuance of the Series 2011 Bonds
and the refunding of the Prior Bonds.
CONCLUSION
The Administration recommends that the Mayor and City Commission of the City of Miami
Beach, Florida, approve the resolution which authorizes the administration to refinance all of the
General Obligation Bonds, Series 2000 of $17,250,000, and advance refund all or a portion of
the outstanding $49,570,000 General Obligation Bonds, Series 2003.
JMG /PDVV
Attachmen's:
Bond Purchase Agreement
Escrow Deposit Agreement
e os t ree
p 9
Preliminary Official Statement
Disclosure Dissemination Agent Agreement
First Supplemental Loan Agreement (Gulf Breeze Series 1985B)
First Supplemental Loan Agreement (Gulf Breeze Series 1985E)
T:\Agenda /2011 /October 19 /Regular /GO Bonds Series 2011 -Comm Memo
BOND PURCHASE AGREEMENT
$ [PRINCIPAL AMOUNT]
CITY OF MIAMI BEACH, FLORIDA
General Obligation Refunding Bonds
Series 2011
This Bond Purchase Agreement dated , 2011 ( "Bond Purchase Agreement ")
is entered into by and among the following parties (hereinafter individually called a "Party ") and
collectively called the "Parties "):
CITY OF MIAMI BEACH, FLORIDA, a validly existing municipal corporation in the
State of Florida (the "City "); and
MORGAN KEEGAN & COMPANY, INC. (the "Managing Underwriter ") and
ESTRADA HINOJOSA & COMPANY, INC. and FIRST SOUTHWEST COMPANY
(collectively with the Managing Underwriter, the "Underwriters ").
MIA 182,168, 756v2 9 -29 -11
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
SECTION 1.1. Participants 1
SECTION 1.2. Contracts, Instruments and Documents 1
SECTION 1.3. Legal Authorities 2
SECTION 1.4. Events, Dates and Places 3
SECTION 1.5. Other Definitions 3
ARTICLE II
REPRESENTATIONS AND COVENANTS
SECTION 2.1. Representations and Covenants of City 3
ARTICLE III
AGREEMENT TO PURCHASE SERIES 2011 BONDS
SECTION 3.1. Delivery of Documents to Underwriters 7
SECTION 3.2. Agreement to Sell and Purchase Series 2011 Bonds 8
SECTION 3.3. Public Offering of Series 2011 Bonds 8
SECTION 3.4. Good Faith Check 8
ARTICLE IV
CLOSING CONDITIONS
SECTION 4.1. Performance of Obligations 9
SECTION 4.2. Delivery of Closing Papers 9
SECTION 4.3. Form of Closing Papers; Waiver of Conditions 11
ARTICLE V
TERMINATION; PAYMENT OF EXPENSES
SECTION 5.1. Termination 11
SECTION 5.2. Payment of Expenses 13
ARTICLE VI
MISCELLANEOUS
SECTION 6.1. Parties In Interest; Survival of Representations 13
SECTION 6.2. Notices 14
SECTION 6.3. Amendment 14
SECTION 6.4. Governing Law 14
SECTION 6.5. Captions 14
SECTION 6.6. Counterparts 14
SECTION 6.7. Severability 14
SECTION 6.8 Rights of Managing Underwriter 15
SECTION 6.9. Effective Time of this Bond Purchase Agreement 15
MIA 182,168,756v2 9 -29 -11
* * * * * * * * **
EXHIBIT A Maturities, Amounts, Interest Rates and Price or Yields A -1
EXHIBIT B Opinion of Bond Counsel B -1
EXHIBIT C Opinion of City Attorney C -1
EXHIBIT D Opinion of Underwriter's Counsel D -1
EXHIBIT E Underwriter's Truth -in- Bonding and Disclosure Statement E -1
11
MIA 182,168,756v2 9 -29 -11
ARTICLE I
DEFINITIONS
SECTION 1.1.Participants. In addition to the Parties, various persons and firms will
participate in the financing to which this Bond Purchase Agreement relates. Among them are
those identified below (hereinafter collectively called the "Participants "):
Authorized Party: The persons duly authorized and legally empowered to
execute documents on behalf of the City.
Bond Counsel: Squire, Sanders & Dempsey (US) LLP, Miami, Florida
Bond Registrar and Paying U.S. Bank National Association
Agent:
Certified Public Accountant: McGladrey & Pullen, LLP
City Attorney: Jose Smith, Esq.
City's Governing Body: Mayor and City Commission
Financial Advisor: RBC Capital Markets, LLC, St. Petersburg, Florida
Underwriters' Counsel: Greenberg Traurig, P.A., Miami, Florida
SECTION 1.2.Contracts, Instruments and Documents. Various contracts, instruments
and documents are involved in the financing to which this Bond Purchase Agreement relates.
Among them are those identified below:
Basic Documents: This Bond Purchase Agreement, the Disclosure
Dissemination Agent Agreement and the Escrow
Deposit Agreement
Arbitrage Certificate: The certificate of the City setting forth its reasonable
expectations regarding the use of the proceeds of the
Series 2011 Bonds, among other matters.
Closing Papers: Collectively, the certificates, opinions, instruments and
other documents described in Section 4.2 of this Bond
Purchase Agreement.
MIA 182,168,756v2 9 -29 -11
Disclosure Dissemination The Disclosure Dissemination Agent Agreement
Agent Agreement between the City and Digital Assurance Certification,
L.L.C. relating to the Series 2011 Bonds.
Escrow Deposit Agreement The Escrow Deposit Agreement between the City and
U.S. Bank National Association, as Escrow Agent,
relating to the refunded Series 2003 General Obligation
Bonds
Financial Statements: The audited purpose eneral financial statements of the
g
City in the Preliminary Official Statement and Official
Statement as Appendix B.
Official Statement: The Official Statement (including the Appendices
thereto), dated the date hereof, summarizing the terms
of the Series 2011 Bonds and other related matters.
Preliminary Official The Preliminary Official Statement (including the
e
Y Y ( g
Statement: Appendices thereto), dated , 2011
summarizing the terms of the Series 2011 Bonds and
related matters.
Series 2011 Bonds: The City's $[PRINCIPAL AMOUNT] General
Obligation Refunding Bonds, Series 2011.
SECTION 1.3.Legal Authorities. Various legal authorities are involved in the financing
to which this Bond Purchase Agreement relates. Among them are those identified below:
Bond Resolution: Resolution No. 2011- adopted by the City's
Governing Body on October 19, 2011.
Code: The Internal Revenue Code of 1986, as amended
through and including the Closing Date and, to the
extent applicable, the regulations issued or proposed
pursuant thereto.
Mayor's Certificate: The Certificate of the Mayor of the City dated the
Closing Date, providing for among other matters, the
fixing of the amount of the Series 2011 Bonds and the
maturities, amortization installments, interest rates, and
redemption provisions of the Series 2011 Bonds, and
fixing other details of the Series 2011 Bonds and the
refundings of the Refunded Bonds.
2
MIA 182,168,756v2 9 -29 -11
SECTION 1.4.Events, Dates and Places. Various dates and places are significant in the
financing to which this Bond Purchase Agreement relates. Among them are those identified
below:
Closing: The consummation of the transaction at which the
Series 2011 Bonds are delivered by the City to the
Underwriters, and paid for by the Underwriters,
pursuant to this Bond Purchase Agreement.
Closing Date: , 2011 or such other date as the Parties may
agree.
Closing Time: 9:00 a.m. Eastern Time or such other time as the Parties
may agree.
Place of Closing: Squire, Sanders & Dempsey (US) LLP
200 S. Biscayne Blvd., Suite 4100
Miami, FL 33131
SECTION 1.5.Other Definitions. All capitalized terms used and not otherwise defined
herein shall have the meanings ascribed thereto in the Bond Resolution.
ARTICLE II
REPRESENTATIONS AND COVENANTS
SECTION 2.1. Representations and Covenants of City. As an inducement to the other
Parties to enter into this Bond Purchase Agreement, the City makes the following representations
and covenants, each of which representations shall be true and correct on the date hereof and on
the Closing Date as if such representations were made again at the Closing Time:
(a) The City is a validly existing municipal corporation in the State of Florida.
(b) The Bond Resolution was adopted by the City's Governing Body at a
meeting duly called and held in open session upon requisite prior public notice pursuant
to the laws of the State of Florida and the standing resolutions and rules of procedure of
the City's Governing Body. The City has full right, power and authority to adopt the
Bond Resolution. On the date hereof, the Bond Resolution is, and, at the Closing it shall
be, in full force and effect, and no portions thereof have been or shall have been
supplemented, repealed, rescinded or revoked. The Bond Resolution constitutes the
legal, valid and binding obligation of the City, enforceable in accordance with its terms.
The Bond Resolution creates a valid pledge of the full, faith credit and taxing power of
the City for the payment of the Series 2011 Bonds.
3
MIA 182,168,756v2 9 -29 -11
(c) The City has full right, power and authority to enter into, execute and
deliver the Official Statement, the Basic Documents and the Series 2011 Bonds, and to
perform its obligations under the Basic Documents and as contemplated by the Official
Statement. All permits, consents or licenses, if any, and all notices to or filings necessary
to accomplish the foregoing have been obtained or made. When executed and delivered,
the Basic Documents and the Series 2011 Bonds shall constitute legal, valid and binding
obligations of the City enforceable in accordance with their respective terms and all
conditions and requirements of the Bond Resolution relating to the issuance of the Series
2011 Bonds will have been complied with or fulfilled.
(d) The Authorized Party executing the Basic Documents and Official
Statement on behalf of the City is authorized for and in the name of the City to execute,
deliver and perform the obligations of the City under the Basic Documents and as
contemplated by the Official Statement and to execute, deliver, file or record such other
incidental papers, documents and instruments as shall be necessary to carry out the
intention and purposes of the Basic Documents, the Series 2011 Bonds and the Bond
Resolution. On the Closing Date the Series 2011 Bonds will be duly executed and
delivered by the City in accordance with the Bond Resolution and will be entitled to all
the benefits and security thereof. Any certificate signed by the Authorized Party shall be
deemed a representation and covenant by the City to the Underwriters as to the
statements made therein.
(e) No authorization, approval, consent or license of any governmental body
or authority, not already obtained, is required for the valid and lawful adoption, execution
and delivery, as applicable, by the City of the Series 2011 Bonds, the Basic Documents,
the Official Statement and the Bond Resolution and the performance of its obligations
thereunder or as contemplated thereby; provided, however, that no representation is made
concerning compliance with the registration requirements of the federal securities laws or
the securities or Blue Sky laws of the various states.
(f) The adoption, execution and delivery, as applicable, by the City of the
Series 2011 Bonds, the Basic Documents, the Official Statement and the Bond Resolution
and the performance by the City thereunder or as contemplated thereby is permitted by,
and will not conflict with or constitute a breach of or default under, any existing law,
court or administrative regulation, decree or order or any commitment, indenture,
mortgage, lease, contract, agreement or instrument to which the City is a party, or by
which it or any of its properties are bound or subject. No event has occurred which, with
the lapse of time or the giving of notice or both, would constitute an event of default
under any of the Basic Documents or the Bond Resolution.
(g) The Series 2011 Bonds and the Bond Resolution conform to the
descriptions thereof set forth in the Official Statement.
(h) There is no litigation, administrative proceeding, inquiry or investigation
pending (nor, to the knowledge of the City, is any such action threatened), at law or in
equity, or before or by any court, public board or body, which in any way affects,
contests, questions or seeks to restrain or enjoin any of the following: (i) the powers or
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valid existence of the City or the titles of the members of the City's Governing Body or
its other officers to their respective offices; (ii) any of the proceedings had or actions
taken leading up to the sale, issuance and delivery of the Series 2011 Bonds or the
execution, delivery or performance of this Bond Purchase Agreement; (iii) the delivery,
validity or enforceability of the Series 2011 Bonds or any of the Basic Documents or
contesting the power of the City to consummate the transactions contemplated therein
and in the Official Statement; (iv) contesting in any way the completeness or accuracy of
the Official Statement; (v) wherein an unfavorable decision, ruling or finding would
materially and adversely affect the validity or enforceability of the Series 2011 Bonds,
the Bond Resolution or the Basic Documents; or (vi) which would have a material
adverse effect upon the levy and collection of the ad valorem taxes pledged to the
payment of the Series 2011 Bonds.
(i) To the knowledge of the City, the City is not on the date hereof, and will
not be on the Closing Date, in default under any instrument to which the City is subject or
by which it or its properties are or may be bound or subject, which default would (i) have
a material adverse effect on the condition of the City, financial or otherwise (other than as
disclosed in the Official Statement) or (ii) otherwise materially affect its ability to
perform its obligations under the Series 2011 Bonds, the Basic Documents or the Bond
Resolution.
(j) The City has not been advised by the Commissioner, any District Director
or any other official of the Internal Revenue Service that certifications by the City with
respect to arbitrage may not be relied upon.
(k) The City shall apply the proceeds of the sale of the Series 2011 Bonds in
the manner described in the Official Statement and the Arbitrage Certificate and will not
take or omit to take any action that will in any way cause or result in the proceeds of the
sale of the Series 2011 Bonds to be applied in a manner other than as described in same.
(1) The Financial Statements have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis with that of the audited
combined financial statements of the City and fairly present the financial condition and
results of the operations of the City at the dates and for the periods indicated.
(m) There has been no material adverse change in the business, properties or
financial condition of the City from that shown in the Financial Statements.
(n) Between the date hereof and the Closing Date (i) the City will not, without
the prior written consent of the Underwriters, issue any bonds, notes or other obligations,
(ii) the City will not incur any material liabilities, direct or contingent, other than those in
the ordinary course of business, and (iii) there will not have been any adverse change of a
material nature in the City's financial position.
(o) Appendices A and B to the Preliminary Official Statement and the Official
Statement and the statements relating to the City, the Series 2011 Bonds, including the
application of proceeds thereof, and the Bond Resolution set forth in the Preliminary
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Official Statement and the Official Statement and the Appendices thereto did not on the
respective dates of the Preliminary Official Statement and the Official Statement and do
not on the date hereof, contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein not misleading. Nothing has come
to the City's attention that would lead it to believe that the Preliminary Official Statement
and Official Statement and the Appendices to such documents contains any untrue
statement of a material fact or omits to state any material fact necessary to make the
statement therein, in the light of the circumstances under which they were made, not
misleading. The City has consented to the use of the Preliminary Official Statement and
the Official Statement by the Underwriters in connection with the public offering of the
Series 2011 Bonds.
(p) The City will furnish such information, execute such instruments and take
such other action in cooperation with the Underwriters as the Underwriters may
reasonably request in order to qualify the Series 2011 Bonds for offer and sale under the
Blue Sky or other securities laws or regulations of such states and other jurisdictions of
the United States as the Underwriters may designate and to determine the eligibility of
the Series 2011 Bonds for investment under the laws of such states and jurisdictions, and
will undertake its best efforts to continue such qualifications in effect as long as required
for the distribution of any Series 2011 Bonds, provided that the City will not be required
to qualify to do business, or be subject to service of process in or subject itself to the
jurisdiction of, any state other than the State of Florida.
(q) The City has not, since December 31, 1975, been in default in the payment
of principal of, premium, if any, or interest on, or otherwise been in default with respect
to, any bonds, notes, lease purchase arrangements or other obligations which it has
issued, assumed or guaranteed as to payment of principal, premium, if any, or interest,
nor has any other person been in default with respect to payment of principal of,
premium, if any, or interest on any bonds, notes or other obligations which the City has
issued, except, in both cases, as described in the Preliminary Official Statement and the
Official Statement and certain conduit issues which in the opinion of the City would not
be considered material by a reasonable investor and therefore do not have to be disclosed
in the Official Statement under Rule 69W- 400.003, Rules of Government Securities,
promulgated under Section 517.051(1), Florida Statutes.
(r) If between the date hereof and the earlier of: (i) ninety (90) days from the
end of the "Underwriting Period" as defined in Securities and Exchange Commission
Rule 15c2 -12 (17 CFR 240.15c2 -12) ( "Rule 15c2 -12 "); or (ii) the time when the Official
Statement is available to any person from a nationally recognized municipal securities
information repository (but in no event less than twenty -five (25) days following the end
of the Underwriting Period), any event shall occur which would or might cause the
information contained in the Official Statement, as then supplemented or amended, to
contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements therein, in the light of the circumstances under which they were
made, not misleading, the City shall notify the Underwriters thereof, and if in the
reasonable opinion of the Underwriters such event requires the preparation and
publication of a supplement or amendment to the Official Statement, the City will at its
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expense supplement or amend the Official Statement in a form and in a manner approved
by the Underwriters. The end of the "Underwriting Period" for all purposes of Rule
15c2 -12 and this Bond Purchase Agreement is the Closing Date. This covenant shall
survive the Closing.
(s) The City shall deliver, or cause to be delivered, to the Managing
Underwriter copies of the Official Statement dated the date hereof relating to the Series
2011 Bonds, and shall cause copies of the Official Statement, in sufficient quantity for
the Underwriters to comply with Rule G -32 and all other applicable rules of the
Municipal Securities Rulemaking Board ( "MSRB ") and Rule 15c2 -12, to be available to
the Underwriters within seven (7) business days of the execution of this Bond Purchase
Agreement (but in no event later than the Closing Date) and in sufficient time to
accompany any confirmation that requests payment from any customer of the
Underwriters. Delivery of such copies of the Official Statement as provided above shall
constitute the City's representation that such Official Statement is complete as of the date
of its delivery. The City agrees to deliver to the Underwriters such reasonable quantities
of the Preliminary Official Statement and Official Statement as the Underwriters may
reasonably request for use in connection with the offering and sale of the Series 2011
Bonds. On or before the Closing Date, the Underwriters shall file, or cause to be filed, the
Official Statement with the MSRB through its Electronic Municipal Market Access
System ( "EMMA ").
(t) The City acknowledges and agrees that (i) the purchase and sale of the
Series 2011 Bonds pursuant to this Bond Purchase Agreement is an arm's- length
commercial transaction between the City and the Underwriters, (ii) in connection
therewith and with the discussions, undertakings, and procedures leading up to the
consummation of this transaction, the Underwriters are and have been acting solely as
principals and are not acting as agents or fiduciaries of the City, (iii) the Underwriters
have not assumed an advisory or fiduciary responsibility in favor of the City with respect
to the offering contemplated hereby or the discussions, undertakings, and procedures
leading thereto (regardless of whether the Underwriters have provided other services or
are currently providing other services to the City on other matters) and the Underwriters
have no obligation to the City with respect to the offering contemplated hereby except the
obligations expressly set forth in this Bond Purchase Agreement, and (iv) the City has
consulted its own legal, financial, and other advisors to the extent it has deemed
appropriate.
ARTICLE III
AGREEMENT TO PURCHASE SERIES 2011 BONDS
SECTION 3.1. Delivery of Documents to Underwriters. Prior to or simultaneously with
the execution and delivery of this Bond Purchase Agreement, the Underwriters shall have
delivered the Underwriters' Truth -in- Bonding and Disclosure Statement required by law, as set
forth in Exhibit E. As soon as practicable after the date hereof, and in any event within seven (7)
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business days of the date hereof, as required by paragraph (b) (3) of Rule 15(c)2 -12 of the
Securities and Exchange Commission ( "SEC ") or the rules of the Municipal Securities
Rulemaking Board ( "MSRB "), the City shall deliver or cause to be delivered to the Managing
Underwriter copies of the Official Statement, dated the date hereof, relating to the Series 2011
Bonds, in sufficient quantities to allow the Underwriters to comply with paragraph (b) (4) of
Rule 15(c)2 -12 of the SEC and the rules of the MSRB, in substantially the form of the
Preliminary Official Statement with only such changes therein as shall have been approved by
the City and the Managing Underwriter. References to the Official Statement shall include the
cover page and all exhibits, appendices, reports and statements included with or attached to it
and any amendments and supplements that may be authorized by the City and to which the
Managing Underwriter does not reasonably object, and any amendments and supplements which
may be reasonably required by the Managing Underwriter for use with respect to the Series 2011
Bonds. The Official Statement shall be executed on behalf of the City by duly authorized
officers thereof.
The City approves the Preliminary Official Statement, and consents to the use of the
Preliminary Official Statement and the Official Statement and the information contained therein
by the Underwriters in connection with the offering and sale of the Series 2011 Bonds. The City
deems final the Preliminary Official Statement, as of its date, for purposes of Rule 15(c)(2) -12,
with certain omissions therein in connection with the pricing of the Series 2011 Bonds.
SECTION 3.2.Agreement to Sell and Purchase Series 2011 Bonds. The Series 2011
Bonds shall have the terms specified in the Official Statement, including maturities, amounts,
interest rates, p rices or yields and redemption provisions, and such terms as are required to be set
forth herein by the Bond Resolution, all as described on Exhibit A annexed hereto. Upon the
basis of the representations and upon the terms and conditions set forth in this Bond Purchase
Agreement, the Underwriters agree to purchase, and the City agrees to issue, sell and deliver to
the Underwriters, all (but not less than all) of Series 2011 Bonds for the aggregate purchase price
of $[PURCHASE PRICE] (representing the $[PRINCIPAL AMOUNT] original principal
amount of the Series 2011 Bonds, [plus $ of net original issue premium] and less
$ of Underwriters' discount) (the "Purchase Price "). Payment of the Purchase Price
shall be made by the Underwriters to the order of the City at the Closing Time in federal or other
immediately available funds. One fully registered Series 2011 Bond for each maturity, duly
executed and authenticated, shall be delivered to or upon the order of the Underwriters, together
with the other documents hereinafter mentioned, and subject to the terms and conditions hereof,
the Underwriters will accept such delivery and pay the Purchase Price. The Series 2011 Bonds
shall be registered in the name of Cede & Co.
SECTION 3.3. Public Offering of Series 2011 Bonds. The Underwriters agree to make a
bona fide public offering of the Series 2011 Bonds, solely pursuant to the Official Statement, at
the initial offering prices or yields set forth in the Official Statement, reserving, however, the
rights to (i) change such initial offering prices or yields as the Managing Underwriter shall deem
necessary in connection with the marketing of the Series 2011 Bonds and (ii) offer and sell the
Series 2011 Bonds to certain dealers (including dealers depositing the Series 2011 Bonds into
investment trusts) at concessions to be determined by the Managing Underwriter. The
Underwriters also reserve the right to over -allot or effect transactions that stabilize or maintain
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the market prices of the Series 2011 Bonds at levels above that which might otherwise prevail in
the open market and to discontinue such stabilizing, if commenced, at any time.
SECTION 3.4. Good Faith Check. The City hereby acknowledges receipt of a corporate
check payable to the City in an amount equal to $ (the "Good Faith Check ") as
security for the performance by the Underwriters of their obligation to accept and pay for the
Series 2011 Bonds at the Closing in accordance with the provisions of this Bond Purchase
Agreement. The City shall retain the check, uncashed, except under the circumstances
hereinafter set forth. In the event the City fails to deliver the Series 2011 Bonds at the Closing,
or if City shall be unable to satisfy the conditions to the obligations of the Underwriters
contained in this Bond Purchase Agreement or if such obligations shall be terminated for any
reason permitted by this Bond Purchase Agreement, the City shall be obligated to immediately
return the uncashed Good Faith check to the Underwriters. In the event the Underwriters accept
and pay for the Series 2011 Bonds at Closing, the uncashed Good Faith Check shall be returned
to the Underwriters at Closing. In the event the Underwriters fail (other than for a reason
permitted under this Bond Purchase Agreement) to accept and pay for the Series 2011 Bonds at
Closing, the Good Faith Check may be cashed and the proceeds thereof shall be retained by the
City as and for full liquidated damages for such failure, and not as a penalty, and for any and all
defaults hereunder on the part of the Underwriters, and thereupon, all claims and rights
hereunder against the Underwriters shall be fully released and discharged, it being understood by
the City and the Underwriters that actual damages in such circumstances may be difficult or
impossible to compute.
ARTICLE IV
CLOSING CONDITIONS
SECTION 4.1.Performance of Obligations. The obligations and agreements of the
Underwriters under this Bond Purchase Agreement are expressly made subject to the due
performance by the City at or prior to the Closing Time of its respective obligations and
undertakings pursuant to this Bond Purchase Agreement.
SECTION 4.2. Delivery of Closing Papers. The obligations and agreements of the
Underwriters under this Bond Purchase Agreement are expressly made subject to the condition
that, at or prior to the Closing Time, there shall have been delivered to the Underwriters each of
the following which the City agrees to do:
(a) Basic Documents; Miscellaneous Documents:
(i) One executed copy of each of the Basic Documents, in the
respective form thereof delivered to the Underwriters pursuant to Sections 2.1(s)
and 3.1 of this Bond Purchase Agreement, which documents shall be in full force
and effect, with only such revisions therein or additions thereto as shall have been
required to incorporate terms specified in this Bond Purchase Agreement or as
shall be satisfactory to the Managing Underwriter.
(ii) copies of the Official Statement.
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(b) Closing Papers to be Furnished by the City:
(i) One copy of the Bond Resolution certified by the appropriate City
official to be true and correct copies thereof as adopted and approved.
(ii) One fully executed Mayor's Certificate.
(iii) One executed copy of a certificate or certificates of an Authorized
Party on behalf of the City, dated the Closing Date, (A) confirming that each of
i n fined in Section 2.1 of this Bond Purchase
the representations of the City contained
Agreement was true and accurate in all material respects on the date when made,
has been true and accurate in all material respects at all times since, and continues
to be true and accurate in all material respects on the Closing Date as if such
representations were made on the Closing Date, (B) stating that there has been no
material adverse change in the business or financial condition of the City from
that shown in the Financial Statements, (C) stating that to its best knowledge no
event affecting the City has occurred since the date of the Preliminary Official
Statement which should be disclosed in the Official Statement for the purpose for
which it is used or which it is necessary to disclose therein in order to make the
statements and information therein not misleading in any material respect as of
the Closing Date; (D) certifying that the Bond Resolution has not been
supplemented, modified, amended or repealed; and (E) demonstrating that the
Bonds comply with applicable requirements of the Advance Refunding Law,
Sections 132.33 through 132.47, Florida Statutes, as amended.
(iv) One executed original of a customary incumbency and no-
litigation certificate, in form prepared by and reasonably acceptable to Bond
Counsel, the City Attorney and Underwriters' Counsel, dated the Closing Date
and signed by an authorized member of the City's Governing Body.
(v) One executed copy of the Arbitrage Certificate, in form
satisfactory to Bond Counsel, dated the Closing Date, signed by an Authorized
Party on behalf of the City.
(vi) (a) One executed copy of the final opinion of Bond Counsel, in
substantially the form contained in an Appendix to the Official Statement; (b) one
executed copy of the supplemental legal opinion of Bond Counsel, dated the
Closing Date, in the form as set forth in Exhibit B hereto; and (c) one executed
copy of a legal opinion of Bond Counsel, dated the Closing Date and in form and
substance satisfactory to the Underwriters and their counsel to the effect that the
refunded Series 2003 General Obligation Bonds shall no longer be deemed to be
outstanding under the provisions of the resolution pursuant to which they were
issued and shall cease to be entitled to any lien, benefit or security under such
resolution, but shall thereafter be secured solely by the amounts and securities
credited to the Escrow Deposit Trust Fund.
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(vii) One executed copy of the opinion of the City Attorney in the form
as set forth in Exhibit C hereto.
(viii) One executed copy of the opinion of Underwriters' Counsel in the
form as set forth in the attached Exhibit D.
(ix) One executed copy of a customary authorization and incumbency
certificate, and a standard closing certificate, both dated the Closing Date, signed
by authorized officers of the Bond Registrar, the Paying Agent, and the Escrow
Agent, both in form and substance satisfactory to the Underwriters.
(x) Letters of confirmation with respect to the ratings of the Series
2011 Bonds from Moody's Investors Services, Inc. and Standard & Poor's Rating
Services of " " and " ", respectively.
(xi) One executed copy of a Blanket Letter of Representation to The
Depository Trust Company by the City.
(xii) One executed copy of a the verification report of Causey Demgen
& Moore, Inc. with respect to the refunded Series 2003 General Obligation
Bonds.
(xiii) Evidence satisfactory to the Underwriters and their counsel
provided by that the refunded Series 2000 General Obligation
Bonds have been paid.
(c) Other Assurances: Such additional opinions, certificates, proceedings,
instruments and other documents as the Underwriters, Underwriters' Counsel or Bond
Counsel may reasonably request to verify or evidence (i) compliance by the Parties with
applicable legal requirements, (ii) the truth and accuracy of the representations or
opinions of the Parties contained in this Bond Purchase Agreement or in any Closing
Paper, or (iii) the due performance of all agreements and the satisfaction of all conditions
required to be performed or satisfied at or prior to the Closing Time.
SECTION 4.3. Form of Closing Papers; Waiver of Conditions. The Closing Papers to be
delivered to the Underwriters pursuant to this Bond Purchase Agreement shall be deemed to be
in compliance with the conditions of this Bond Purchase Agreement if, but only if, in the
reasonable judgment of the Underwriters, they are satisfactory in form and substance. The legal
opinions and certificates described in Section 4.2 shall be addressed to the Underwriters or a
reliance letter with respect thereto shall be addressed to the Underwriters. No condition hereof
shall be deemed to have been waived by the Underwriters unless expressed specifically in a
writing signed by the Underwriters.
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ARTICLE V
TERMINATION; PAYMENT OF EXPENSES
SECTION 5.1.Termination. This Bond Purchase Agreement may be terminated by the
Underwriters without liability on the part of the Underwriters, if, at or prior to the Closing Time:
(a) The Bond Resolution, the Mayor's Certificate or this Bond Purchase
Agreement shall not be in full force and effect or shall have been supplemented,
modified, amended or repealed, without the prior written consent of the Underwriters;
(b) Any representation of the City contained in this Bond Purchase Agreement
or in any Closing Paper shall prove to be or to have been false in any material respect;
(c) There shall be a material failure of any one or more of the conditions set
forth in Sections 4.1, 4.2 or 4.3 of this Bond Purchase Agreement;
(d) Litigation or an administrative proceeding or investigation shall be
pending or threatened affecting, contesting, questioning or seeking to restrain or enjoin (i)
the powers or the valid existence of the City or the titles of its officers to their respective
offices or (ii) contesting the validity or affecting the enforceability of the Series 2011
Bonds, the Bond Resolution, the Mayor's Certificate, or the Basic Documents or
contesting the power or the City to execute and deliver such documents or to consummate
the transactions contemplated therein or in the Official Statement or apply the proceeds
of the Series 2011 Bonds as contemplated therein, or (iii) contesting in any way the
completeness or accuracy of the Official Statement, or (iv) wherein an unfavorable
decision, ruling or finding would, in the judgment of the Underwriters, materially and
adversely affect the validity or enforceability of the Series 2011 Bonds, the Bond
Resolution, the Mayor's Certificate or the Basic Documents;
(e) Legislation (other than the American Jobs Act of 2011 or the Debt
Reduction Act of 2011 in the form recommended to Congress by the President of the
United States in September 2011) shall have been introduced in or enacted by the
Congress of the United States or enacted by the State, or legislation pending in the
Congress of the United States shall have been amended, or legislation shall have been
recommended to the Congress of the United States or otherwise endorsed for passage (by
press release, other form of notice or otherwise) by the President of the United States, the
Treasury Department of the United States, the Internal Revenue Service or the Chairman
or ranking minority member of the Committee on Finance of the United States Senate or
the Committee on Ways and Means of the United States House of Representatives, or
legislation shall have been proposed for consideration by either such committee, by any
member thereof, or legislation shall have been favorably reported for passage to either
House of Congress of the United States by a committee of such House to which such
legislation has been referred for consideration, or a decision shall have been rendered by
a court of the United States or the State, including the Tax Court of the United States, or a
ruling shall have been made or a regulation shall have been proposed or made or a press
release or other form of notice shall have been issued by the Treasury Department of the
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United States, or the Internal Revenue Service or other federal or State authority, with
respect to federal or State taxation upon revenues or other income of the general character
to be derived by the City or by any similar body, or upon interest on obligations of the
general character of the Series 2011 Bonds, which may have the purpose or effect,
directly or indirectly, of materially and adversely affecting the City, its property or
income, its securities (including the Series 2011 Bonds) or the interest thereon, or any tax
exemption granted or authorized by the State or, which in the opinion of the Underwriter,
affects materially and adversely the market for the Series 2011 Bonds, or the market price
generally of obligations of the general character of the Series 2011 Bonds;
(f) Any action by or on behalf of the Securities and Exchange Commission or
a court shall occur which would require registration of any Series 2011 Bonds under the
Securities Act of 1933, as amended, or the qualification of the Bond Resolution under the
Trust Indenture Act of 1939, as amended;
(g) Any material restriction not presently in force on trading in securities
generally, or any banking moratorium shall occur, which, in the judgment of the
Managing Underwriter, substantially impairs the marketability of the Series 2011 Bonds;
(h) The outbreak or escalation of war or hostilities involving the United States
or any national or international calamity or crisis, financial or otherwise, including a
general suspension of trading on any national securities exchange, which shall occur, if
the effect of any such event, in the judgment of the Managing Underwriter, materially
and adversely affects the public offering or the delivery of the Series 2011 Bonds;
(i) There shall occur any adverse change in the operations, properties or
financial condition of the City from that described in the Official Statement, which, in the
reasonable judgment of the Underwriters, is material and makes it inadvisable to proceed
with the sale of the Series 2011 Bonds; or
(j) Any event or condition shall exist or occur which, in the judgment of the
Underwriters, renders untrue or incorrect, in any material respect as of the time to which
the same purports to relate, the information contained in the Official Statement or which
requires that information not reflected therein be included therein in order to make the
statements and information contained therein not misleading in any material respect as of
such time.
(k) Any national securities exchange, or any governmental authority shall
impose, as to the Series 2011 Bonds, any material restrictions not now in force, with
respect to the extension of credit by, or the charge to the net capital requirements of, the
Underwriters.
SECTION 5.2. Payment of Expenses. The following costs and expenses relating to the
Y p g P g
transactions contemplated or described in this Bond Purchase Agreement shall be borne and paid
by the City regardless of whether the transactions herein contemplated shall close: printing of
Series 2011 Bonds; printing or copying of Closing Papers (including the Preliminary Official
Statement and the Official Statement) in such reasonable quantities as the Underwriters may
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request; fees and disbursements of Bond Counsel; fees and disbursements of the City's Financial
Advisor, the Certified Public Accountant, the Bond Registrar, Paying Agent and Escrow Agent,
fees of the verification agent; fees and expenses of the City of Gulf Breeze loan pool, its advisors
and its counsel, and fees of the rating agencies. The Underwriters shall pay (i) the fees and
disbursements of Underwriters' Counsel; (ii) all advertising expenses in connection with the
public offering of the Series 2011 Bonds; and (iii) all other expenses incurred by them in
connection with their public offering and distribution of the Series 2011 Bonds.
Except as otherwise provided above, the City and the Underwriters shall each bear the
costs and expenses incident to the performance of their respective obligations under this Bond
Purchase Agreement.
ARTICLE VI
MISCELLANEOUS
SECTION 6.1. Parties In Interest; Survival of Representations. This Bond Purchase
Agreement is made solely for the benefit of the City and the Underwriters, and no other person,
partnership, association or corporation, including but not limited to owners of the Series 2011
Bonds or beneficial interests therein, shall acquire or have any rights hereunder or by virtue
hereof. All representations and agreements in this Bond Purchase Agreement shall remain
operative and in full force and effect regardless of any investigation made by or on behalf of any
Party and shall survive the delivery of and payment for the Series 2011 Bonds.
SECTION 6.2. Notices. All notices, demands, certificates or other communications
(other than the Closing Papers) under this Bond Purchase Agreement shall be sufficiently given
and shall be deemed given when hand delivered or when mailed by certified or registered mail,
re aid, or prepaid telegram, or electronic communications with the original
postage p P by p P g by
forwarded by certified or registered mail, postage prepaid, with proper address as indicated
below:
To the City: City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Chief Financial Officer
cc: City Attorney
Phone: (305) 673 -7466
Fax: (305) 673 -7795
E -Mail: twalker a miamibeachfl.gov
To the Underwriters: Morgan Keegan & Company, Inc.
2800 Ponce de Leon Blvd., Suite 1300
Coral Gables, FL 33134
Attention: Percy R. Aguila, Jr., Managing Director
Phone: (305) 460 -2752
Fax: (306) 446 -6688
Email: percy.aguila@morgankeegan.com
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SECTION 6.3. Amendment. No modification, alteration or amendment to this Bond
Purchase Agreement shall be binding upon any Party until such modification, alteration or
amendment is reduced to writing and executed by all Parties.
SECTION 6.4. Governing Law. The laws of the State of Florida shall govern this Bond
Purchase Agreement.
SECTION 6.5. Captions. The captions or headings in this Bond Purchase Agreement are
for convenience only and in no way define, limit or describe the scope or intent of any of the
provisions of this Bond Purchase Agreement.
SECTION 6.6. Counterparts. This Bond Purchase Agreement may be signed in any
number of counterparts with the same effect as if the signatures thereto and hereto were upon the
same instrument.
SECTION 6.7. Severability. If any provisions of this Bond Purchase Agreement shall be
held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular
case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts
with any other provision or provisions hereof or any constitution or statute or rule of public
policy, or for any other reason, such circumstance shall not have the effect of rendering the
provision in question inoperative or unenforceable in any other case or circumstance, or of
rendering any other provision or provisions herein contained invalid, inoperative, or
unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences,
clauses or sections in this Bond Purchase Agreement contained, shall not affect the remaining
portions of this Bond Purchase Agreement, or any part thereof.
SECTION 6.8 Rights of Managing Underwriter. The Managing Underwriter, on behalf
of the Underwriters, being duly authorized so to do, shall have the power to enter into this Bond
Purchase Agreement, to consent to any amendments hereto, to agree to the interpretation of the
provisions hereof and to waive any preconditions to Closing hereunder.
SECTION 6.9. Effective Time of this Bond Purchase Agreement. This Bond Purchase
Agreement shall be effective and binding upon its execution and delivery.
IN WITNESS WHEREOF, the parties hereto have executed this Bond Purchase
Agreement as of the day and year set forth beneath each signature.
The City:
CITY OF MIAMI BEACH, FLORIDA
By:
Matti Herrera Bower, Mayor
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The Underwriters:
MORGAN KEEGAN & COMPANY, INC.
on behalf of itself and the Underwriters
By:
Percy R. Aguila, Jr., Managing Director
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EXHIBIT A
MATURITIES, AMOUNTS, INTEREST RATES AND YIELDS
$ Series 2011 Serial Bonds
Maturity Date Principal Interest Yield
(September 1) Amount Rate
$ % Term Bonds maturing September 1, 20 Yield
$ % Term Bonds maturing September 1, 20 - Yield
$ % Term Bonds maturing September 1, 20_ - Yield %
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REDEMPTION PROVISIONS
Optional Redemption
[The Series 2011 Bonds maturing September 1, 20_ and thereafter shall be subject to
redemption prior to their maturity, at the option of the City, on or after September 1, 20, as a
whole or in part at any time, and if in part as selected by the City among maturities and by lot
within a maturity, at a redemption price of 100% of the principal amount thereof, plus accrued
interest from the most recent interest payment date to the redemption date, without premium.]
Mandatory Sinking Fund Redemption
The Series 2011 Bonds maturing September 1, 20 are subject to mandatory sinking
fund redemption prior to maturity, in part and selected by lot, at a redemption price of 100% of
the principal amount thereof, on September 1, 20_ and on each September 1 as set forth below
in the following principal amounts:
Redemption Date Principal
cSeptember 1) Amount
*
* Maturity
The Series 2011 Bonds maturing September 1, 20 are subject to mandatory sinking
fund redemption prior to maturity, in part and selected by lot, at a redemption price of 100% of
the principal amount thereof, on September 1, 20 and on each September 1 as set forth below
in the following principal amounts:
Redemption Date Principal
(September 1) Amount
*
* Maturity
The Series 2011 Bonds maturing September 1, 20_ are subject to mandatory sinking
fund redemption prior to maturity, in part and selected by lot, at a redemption price of 100% of
the principal amount thereof, on September 1, 20_ and on each September 1 as set forth below
in the following principal amounts:
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Redemption Date Principal
(September 1) Amount
*
* Maturity
A -3
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EXHIBIT B
, 2011
To: Morg an Keegan & Company, Inc.
as Representative of the Underwriters
Coral Gables, Florida
Re: $ City of Miami Beach, Florida
General Obligation Refunding Bonds, Series 2011
We have served as bond counsel to our client City of Miami Beach, Florida (the "City ")
and not as counsel to any other person in connection with the issuance by the City of its
$ City of Miami Beach, Florida General Obligation Refunding Bonds, Series
2011 (the "Series 2011 Bonds "), dated the date of this letter.
We have rendered on this date our legal opinion as bond counsel concerning the Series
2011 Bonds (the "Legal Opinion "). This supplemental opinion letter is rendered pursuant to
Section 4.2(vi)(b) of the Bond Purchase Agreement, dated 2011 (the
"Purchase Agreement "), among the City and Morgan Keegan & Company, Inc., on its own
behalf and on behalf of the other underwriters (collectively, the "Underwriters "). Capitalized
terms not otherwise defined in this letter are used as defined in the Purchase Agreement.
In our capacity as bond counsel, we have examined the transcript of proceedings relating
to the issuance of the Series 2011 Bonds, the Bond Resolution and such other documents,
matters and law as we deem necessary to render the opinions and advice set forth in this letter.
The Underwriters may rely on the Legal Opinion as if addressed to them.
Based on that examination and subject to the limitations stated below, we are of the
opinion that under existing law, the Series 2011 Bonds are exempt from registration under the
Securities Act of 1933, as amended, and the Bond Resolution is exempt from qualification under
the Trust Indenture Act of 1939, as amended.
We also advise you that the statements in the Official Statement under the captions
"INTRODUCTION," "PLAN OF REFUNDING," "THE BONDS" (other than the information
under the caption "Book -Entry Only System "), "SECURITY FOR THE BONDS" and
"CONTINUING DISCLOSURE," insofar as such statements describe certain provisions of the
Bond Resolution, the Series 2011 Bonds and the Disclosure Dissemination Agent Agreement,
and the statements under the caption "TAX MATTERS," are accurate and fairly present the
information purported to be shown.
The opinions and advice stated above are based on an analysis of existing laws,
regulations, rulings and court decisions and cover certain matters not directly addressed by such
B -1
MIA 182,168,756v2 9 -29 -11
Morgan Keegan & Company, Inc.,
as representative
, 2011
Page 2
authorities. In rendering all such opinions, we assume, without independent verification, and
rely upon: (i) the accuracy of the factual matters represented, warranted or certified in the
proceedings and documents we have examined, and (ii) the due and legal authorization,
execution and delivery of those documents by, and the valid, binding and enforceable nature of
those documents upon, any parties other than the City.
This letter is furnished to the Underwriters solely for their benefit in their capacity as
Underwriters in connection with the original issuance of the Series 2011 Bonds and may not be
relied upon for any other purpose or by any other person, including the holders, owners or
beneficial owners of the Series 2011 Bonds. The opinions and advice in this letter are stated
only as of this date, and no other opinion or advice shall be implied or inferred as a result of
anything contained in or omitted from this letter. Our engagement as bond counsel with respect
to the Series 2011 Bonds has concluded on this date.
Respectfully submitted,
B -2
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•
EXHIBIT C
, 2003
Morgan Keegan & Company, Inc.,
as Representative of the Underwrites
Coral Gables, Florida
Re: $ City of Miami Beach, Florida
General Obligation Refunding Bonds, Series 2011
Ladies and Gentlemen:
I am the City Attorney for the City of Miami Beach, Florida and have served in such
capacity in connection with the issuance of the above - captioned bonds (the "Bonds ") and related
transactions. This opinion is furnished pursuant to the Bond Purchase Agreement dated July 11,
2003 (the "Bond Purchase Agreement ") among the City of Miami Beach, Florida (the "City'),
and Morgan Keegan & Company, Inc., on its own behalf and on behalf of the other underwriters
named therein (collectively, the "Underwriters "). All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Bond Purchase Agreement.
I have reviewed such documents and instruments as I deemed necessary to render the
requested opinion. Based upon examination of such documents and matters of law as I have
determined relevant for the purposes of rendering this opinion, and subject to the reservations set
forth herein, I am of the opinion that:
1. The City is a municipal corporation in the State of Florida, duly organized and
validly existing under the constitution and laws of the State of Florida.
2. The City is authorized by the laws of the State of Florida to execute and deliver
the Bonds, the Basic Documents and the Official Statement and to perform its obligations
thereunder or as described therein.
3. The Bond Resolution has been duly adopted and the execution and delivery by the
City of the Bonds, the Basic Documents and the Official Statement, and the performance of its
obligations thereunder or as described therein, for and in the name of the City, have been duly
authorized by the City.
4. The City has duly authorized the distribution of the Preliminary Official
Statement by the Underwriters, has duly approved and executed the Official Statement and has
duly authorized the distribution thereof by the Underwriters in connection with the public
offering of the Bonds.
C -1
MIA 182,168,756v2 9 -29 -11
5. The Bonds and the Basic Documents have been duly executed and delivered by
r ins
the City and constitute valid and legally binding obligations of the City enforceable against the
City in accordance with their respective terms.
Y p
6. To the best of my knowledge, no authorization, approval, consent, license or other
action of any court or public or governmental or regulatory authority having jurisdiction over the
City that has not been obtained is or will be required for the issuance and sale of the Bonds or the
valid and lawful authorization, execution and delivery of, or consummation by the City of the
other transactions contemplated b the Basic Documents and the Official Statement; however,
p Y�
no opinion is given regarding compliance with the registration requirements of state and federal
securities laws.
7. The adoption by the City of the Bond Resolution and the execution and delivery
by the City of the Bonds, the Basic Documents and the Official Statement and compliance on the
City's part with the provisions contained or described therein, will not conflict with, violate or
constitute a breach of or a default under (a) any existing law, court or administrative regulation,
order or decree, or (b) any commitment, mortgage, lease, indenture, agreement, contract or
instrument to which the City is a party or by which it or any of its properties is bound.
8. There is no action, suit, proceeding, inquiry or investigation, at law or in equity,
before or by any court, governmental agency, public board or body pending or, to the best of my
knowledge, threatened against the City affecting, contesting, questioning or seeking to restrain or
enjoin any of the following: (i) the powers or the valid existence of the City or the titles of its
officers to their respective offices, or (ii) any of the proceedings had or actions taken leading up
to the sale, issuance and delivery of the Series 2011 Bonds or the execution, delivery or
performance of the Bond Purchase Agreement, or (iii) the delivery, validity or enforceability of
the Bonds or the Basic Documents or contesting the power of the City to execute and deliver
such documents (to the extent applicable) or to consummate the transactions contemplated
therein or in the Official Statement, or (iv) contesting in any way the completeness or accuracy
of the Official Statement, or (v) wherein an unfavorable decision, ruling or finding would
materially and adversely affect the validity or enforceability of the Bonds, the Bond Resolution
or the Basic Documents; or (vi) which would have a material adverse effect upon the levy and
collection of the ad valorem taxes pledged to the payment of the Series 2011 Bonds.
9. Without having undertaken to determine independently the accuracy or
completeness of the information in the Official Statement, the statements and information
relating to the City, the Basic Documents and the Bonds, including the application of the
proceeds thereof, set forth in the Official Statement (except for the financial statements and other
financial and statistical data included therein, the information contained in the sections entitled
"THE BONDS — Book -Entry Only System" and "UNDERWRITING" or the price of or yield on
the Series 2011 Bonds appearing on the cover page, as to which no opinion is expressed) did not
on the date of the Official Statement, and do not on the date hereof, contain any untrue statement
of material fact or omit to state any material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.
The foregoing is based solely on facts and laws existing on the date hereof and no
opinion is expressed as of any other date. The only opinions contained herein shall be those
C -2
MIA 182,168,756v2 9 -29 -11
•
expressly stated as such, and no opinion shall be implied or inferred as a result of anything
contained herein or omitted herefrom.
I am an attorney admitted to practice in the State of Florida and my opinion is limited to
matters of Florida law and Federal law.
All opinions as to the enforceability of the legal obligations of the City set forth herein
are subject to and limited by bankruptcy, insolvency, reorganization, moratorium, and similar
laws in each case relating to or affecting the enforcement of creditors' rights generally, and
subject to the enforceability thereof, to the exercise of judicial discretion, in accordance with the
general principles of equity.
This opinion has been rendered for the benefit solely of the addressees hereof and may
not be used, circulated, quoted or otherwise referred to or relied upon by any other person for
any purpose, except that reference to it may be made in the list of closing documents prepared in
connection with the Bonds.
Very truly yours,
Jose Smith
City Attorney
C -3
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EXHIBIT D
, 2003
Morgan Keegan & Company, Inc.,
as Representative of the Underwrites
Coral Gables, Florida
Re: $ City of Miami Beach, Florida
General Obligation Refunding Bonds, Series 2011
Ladies and Gentlemen:
We have acted as counsel to the Underwriters in connection with the purchase by Morgan
Keegan & Company, Inc., on its own behalf and on behalf of the other underwriters
(collectively, the "Underwriters ") of the above - captioned bonds (the "Series 2011 Bonds ")
identified in the Bond Purchase Agreement dated November 16, 2011 (the "Bond Purchase
Agreement ") between the Underwriters and the City of Miami Beach, Florida. In that capacity,
we hereby following opinions. deliver the followin o inions Capitalized terms not defined herein shall have the
p
meanings ascribed to them in the Bond Purchase Agreement.
We are of the opinion that the Series 2011 Bonds constitute exempt securities within the
meaning of Section 3(a)(2) of the Securities Act of 1933, as amended (the "1933 Act "), and it is
not necessary in connection with the sale of the Series 2011 Bonds to the public to register the
Series 2011 Bonds under the 1933 Act, or to qualify the Bond Resolution under the Trust
Indenture Act of 1939, as amended.
In our capacity as counsel to the Underwriters, we participated in the preparation of the
Official Statement dated October 21, 2011 (the "Official Statement ") relating to the Series 2011
Bonds. Although we do not express an opinion, and do not assume responsibility for, the
accuracy, completeness or fairness of the statements contained in the Official Statement, based
upon the information made available to us as counsel for the Underwriters in the course of our
participation in the preparation of the Official Statement, and without having undertaken to
determine independently the accuracy, completeness or fairness of the statements contained in
the Official Statement, nothing has come to our attention that would cause us to believe that the
Official Statement (except for the information under the caption "THE BONDS - Book -Entry
Only System" and the statistical and financial data included in the Official Statement, including
the appendices thereto, as to which no opinion is expressed), as of its date, or as of the date
hereof, contained or contains any untrue statement of material fact or omitted or omits to state a
material fact required to be stated therein or necessary to make the statements made therein, in
light of the circumstances under which they were made, not misleading.
We are also of the opinion that the Disclosure Dissemination Agent Agreement satisfies,
in all material respects, the requirements set forth in Rule 15c2- 12(b)(5)(i) of the Securities and
Exchange Commission, which requires an undertaking for the benefit of the holders, including
beneficial owners of the Series 2011 Bonds, to provide certain annual financial information and
event notices to various information repositories at the time and in the manner required by such
Rule.
D -1
MIA 182,168,756v2 9 -29 -11
-- r
Morgan Keegan & Co., Inc.,
as representative
, 2011
Page 2
The opinions set forth herein are expressly limited to, and we opine only with respect to,
the laws of the State of Florida and the United States of America.
No one, other than the addressees named above, is entitled to rely upon the statements
made, and conclusions expressed, within this opinion.
Respectfully submitted,
GREENBERG TRAURIG, P.A.
D -2
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EXHIBIT E
UNDERWRITERS' TRUTH -IN- BONDING AND
DISCLOSURE STATEMENT
, 2011
City of Miami Beach, Florida
Miami Beach, Florida
Re: $ City of Miami Beach, Florida
General Obligation Refunding Bonds, Series 2011
The City of Miami Beach, Florida (the "City ") is proposing to issue its $
General Obligation Refunding Bonds, Series 2011 ( "Bonds ") for the purposes described in the
Official Statement. The Bonds are expected to be repaid over a period of approximately
years. At a forecasted true interest rate of %, total interest paid over the life of the
Bonds will be $
The source of repayment for the Bonds is ad valorem taxes to be levied and collected
solely for the payment of the Bonds. The voted millage to be used to pay the Bonds would not be
available to pay for other projects or services in the City.
In addition, pursuant to the provisions of Sections 218.385(6), Florida Statutes, the
following disclosure is made:
(a) The nature and estimated amounts of expenses to be incurred by Morgan Keegan
& Company, Inc., Estrada Hinojosa & Company, Inc. and First Southwest Company
(collectively, the "Underwriters ") in connection with the purchase and re- offering of the Bonds
are set forth in Schedule A attached hereto.
(b) No person has entered into an understanding with Morgan Keegan & Co, Inc., or
to the knowledge of Morgan Keegan & Company, Inc., with the City, for any paid or promised
compensation or valuable consideration, directly or indirectly, expressly or implied, to act solely
as an intermediary between the City and Morgan Keegan & Company, Inc., for the purpose of
influencing any transaction in the purchase of the Bonds. Exhibit A to this Statement sets forth
separate similar representations by Estrada Hinojosa & Company, Inc. and First Southwest
Company.
(c) The underwriting spread (i.e., the difference between the price at which the Bonds
will be initially offered to the public by the Underwriters and the price to be paid to the City for
the Bonds) will be $ or % of the principal amount of the Bonds.
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MIA 182,168,756v2 9 -29 -11
City of Miami Beach, Florida
, 2011
Page 2
(d) The underwriting spread set forth in paragraph (c) above includes a
takedown/concession of $ ($ /$1,000 of Bonds) and Underwriters' expenses of
$ ($ /$1,000 of Bonds). [The underwriting spread includes a management fee of
$ ($ /$1,000 of Bonds).] [The underwriting spread does not include a
management fee.]
(e) No other fee, bonus or other compensation is estimated to be paid by the
Underwriters in connection with the issuance of the Bonds to any person not regularly employed
or retained by the Underwriters (including any "finder" as defined in Section 218.386 (1) (a),
Florida Statutes), except as specifically enumerated as expenses to be incurred by the
Underwriters as set forth in Schedule A.
(0 The name and address of each of the Underwriters is:
Morgan Keegan & Company, Inc.
2800 Ponce de Leon Blvd., Suite 1300
Coral Gables, FL 33134
Estrada Hinojosa & Company, Inc.
2937 SW 27th Avenue, Suite 200B
Miami, FL 33133
First Southwest
18851 NE 29th Avenue, Suite 520
Aventura, FL 33180
We understand that you do not require any further disclosure from the Underwriters
pursuant to Section 218.385(6), Florida Statutes.
Very truly yours,
MORGAN KEEGAN & COMPANY, INC.,
Representative of the Underwriters
By:
Percy R. Aguila, Jr., Managing Director
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MIA 182,168,756v2 9 -29 -11
Schedule A
$ City of Miami Beach, Florida
General Obligation Refunding Bonds, Series 2011
Underwriters' Expenses
$ Per Bond $ Amount
Underwriter's Counsel
SIFMA
Dalcomp
DTC
CUSIP
Day Loan
Travel and out -of- pocket
Total Underwriters Expenses
MIA 182,168,756v2 9 -29 -11
Exhibit A
$ City of Miami Beach, Florida
General Obligation Refunding Bonds, Series 2011
CERTIFICATE OF CO- UNDERWRITER
The undersigned, a duly authorized representative of , does hereby
certify to the City of Miami Beach, Florida (the "City ") that:
1. No person has entered into an understanding with , or to the
knowledge of , with the City, for any paid or promised compensation or valuable
consideration, directly or indirectly, expressly or implied, to act solely as an intermediary
between the City and for the purpose of influencing any transaction in the purchase of
the Bonds. Terms used herein in capitalized form and not otherwise defined herein shall have the
meaning ascribed thereto in said Bond Purchase Agreement, dated November 16, 2011.
IN WITNESS WHEREOF, the undersigned has hereunto set their hands for and on
behalf of the as of this day of , 2011.
[CO- UNDERWRITER]
By:
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MIA 182,168,756v2 9 -29 -11
- - r
PRELIMINARY OFFICIAL_ STATEMENT DA FED . 201 I
NEW ISSUE — BOOK ENTRY -ONLY RATINGS: Moody's: " "
Standard & Poor's: " "
In the opinion of Squire, Sanders & Dempsey (US) LLP, Bond Counsel, under existing law (i) assuming continuing compliance with certain
covenants and the accuracy of certain representations, interest on the Bonds is excluded from gross income for federal income tax purposes and is
not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, and (ii) the Bonds and
the income thereon are exempt from taxation under the laws of the State of Florida, except estate taxes imposed by Chapter 198, Florida Statutes, as
amended, and net income and franchise taxes imposed by Chapter 220, Florida Statutes, as amended. Interest on the Bonds may be subject to
certain federal taxes imposed only on certain corporations, including the corporate alternative minimum tax on a portion of that interest. For a
more complete discussion of the tax aspects, see "TAX MATTERS" herein.
S
CITY OF MIAMI BEACH, FLORIDA
General Obligation Refunding Bonds, Series 2011
Dated: Date of Delivery Due: September 1, as shown below
The City of Miami Beach, Florida General Obligation Refunding Bonds, Series 2011 (the "Bonds "), will be initially
delivered in book -entry form, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New
York, which will act as securities depository for the Bonds. Purchasers will not receive certificates representing their ownership
interest in the Bonds purchased. Interest on the Bonds will accrue from the date of their issuance and delivery and is payable
semiannually on March 1, 2012 and each September 1 and March 1 thereafter. See "The Bonds — Book -Entry Only System." U.S.
Bank National Association, with a designated corporate trust office in Miami, Florida, is acting as Paying Agent and Bond Registrar
for the Bonds.
The Bonds are being issued to provide funds to (i) pay the costs of refunding certain outstanding obligations of the City, and
(ii) pay the costs of issuance of the Bonds.
In each year in which the Bonds are outstanding there shall be assessed, levied and collected a tax, without limitation
as to rate or amount, on all taxable property within the City (excluding exemptions as provided by applicable law) sufficient in
amount to pay the principal of and interest on the Bonds as the same become due. Such tax shall be assessed, levied and
collected in the same manner and at the same time as other City taxes are assessed, levied and collected. THE FULL FAITH,
CREDIT AND TAXING POWER OF THE CITY HAVE BEEN PLEDGED FOR THE PAYMENT OF THE PRINCIPAL
OF AND INTEREST ON THE BONDS.
The Bonds are subject to redemption as provided in this Official Statement. See "The Bonds Redemption Provisions."
MATURITIES, AMOUNTS, INTEREST RATES, YIELDS*
$ Serial Bonds
Maturity Principal Interest Price or Initial
(September 1) Amount Rate Yield CUSIP No.
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
$ % Term Bonds due September 1, 2033 Yield
This cover page contains certain information for quick reference only. It is not a summary of the issue. Investors must read
the entire Official Statement to obtain information essential to making an informed investment decision.
The Bonds are offered when, as and if issued and accepted by the Underwriters subject to the opinions on certain legal
matters relating to their issuance of Squire, Sanders & Dempsey (US) LLP, Miami, Florida, Bond Counsel. Certain legal matters will
be passed upon for the City by Jose Smith, City Attorney and for the Underwriters by Greenberg Traurig, P.A., Miami, Florida. RBC
Capital Markets, LLC has served as Financial Advisor to the City in connection with the issuance of the Bonds. It is expected that the
Bonds, in book -entry form, will be available for delivery in book -entry form through the facilities of DTC in New York, New York on
or about , 2011.
Morgan Keegan
Estrada Hinojosa & Company, Inc. First Southwest Company
Dated , 2011
'Preliminary, subject to change
MIA 182,168,744v5
CITY OF MIAMI BEACH
MAYOR
Matti Herrera Bower
VICE MAYOR
Edward L. Tobin
CITY COMMISSION
Jorge Exposito Michael Gongora Jonah Wolfson
Jerry rn Libbin Deede Weitho
CITY MANAGER CITY ATTORNEY
Jorge M. Gonzalez Jose Smith
CHIEF FINANCIAL OFFICER CITY CLERK
Patricia Walker Robert E. Parcher
FINANCIAL ADVISOR
RBC Capital Markets, LLC
BOND COUNSEL
Squire, Sanders & Dempsey (US) LLP
MIA 182,168,744v5
NO DEALER, BROKER, SALESMAN OR OTHER PERSON HAS BEEN
AUTHORIZED BY THE CITY OR THE UNDERWRITERS TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
OFFICIAL STATEMENT, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY ANY OF THE FOREGOING. THIS OFFICIAL STATEMENT IS NOT TO BE
CONSTRUED AS A CONTRACT WITH THE PURCHASERS OF THE BONDS. THIS
OFFICIAL STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE
BONDS BY ANY PERSON IN ANY STATE IN WHICH IT IS UNLAWFUL FOR SUCH
PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE. THE INFORMATION SET
FORTH HEREIN HAS BEEN OBTAINED FROM THE CITY AND OTHER SOURCES
WHICH ARE BELIEVED TO BE RELIABLE, BUT IS NOT GUARANTEED AS TO
ACCURACY OR COMPLETENESS BY, AND IS NOT TO BE CONSTRUED AS A
REPRESENTATION OF, THE UNDERWRITERS OR, AS TO INFORMATION FROM
OTHER SOURCES, THE CITY. THE INFORMATION AND EXPRESSIONS OF OPINION
HEREIN ARE SUBJECT TO CHANGE WITHOUT NOTICE AND NEITHER THE
DELIVERY OF THIS OFFICIAL STATEMENT NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CITY SINCE THE DATE HEREOF
OR THE EARLIEST DATE AS OF WHICH SUCH INFORMATION IS GIVEN.
THE UNDERWRITERS HAVE PROVIDED THE FOLLOWING SENTENCE FOR
INCLUSION IN THIS OFFICIAL STATEMENT. THE UNDERWRITERS HAVE
REVIEWED THE INFORMATION IN THIS OFFICIAL STATEMENT PURSUANT TO
THEIR RESPONSIBILITIES TO INVESTORS UNDER THE FEDERAL SECURITIES
LAWS, BUT THE UNDERWRITERS DO NOT GUARANTEE THE ACCURACY OR
COMPLETENESS OF SUCH INFORMATION.
THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED OR ANY STATE SECURITIES LAW NOR HAS THE RESOLUTION
BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, IN RELIANCE
UPON EXEMPTIONS CONTAINED IN SUCH ACTS. IN MAKING AN INVESTMENT
DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE CITY
AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND RISKS
INVOLVED. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY
OTHER FEDERAL, STATE OR GOVERNMENTAL ENTITY OR AGENCY WILL HAVE
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT OR
APPROVED OR RECOMMENDED THE BONDS FOR SALE. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS OFFICIAL STATEMENT IS BEING PROVIDED TO PROSPECTIVE
PURCHASERS EITHER IN BOUND PRINTED FORM ( "ORIGINAL BOUND FORMAT ")
OR IN ELECTRONIC FORMAT ON THE FOLLOWING WEBSITE: WWW.MUNIOS.COM.
THIS OFFICIAL STATEMENT MAY BE RELIED UPON ONLY IF IT IS IN ITS ORIGINAL
BOUND FORMAT OR AS PRINTED IN ITS ENTIRETY DIRECTLY FROM SUCH
WEBSITE.
MIA 182,168,744v5
THIS OFFICIAL STATEMENT CONTAINS CERTAIN "FORWARD- LOOKING
STATEMENTS ". THESE STATEMENTS ARE BASED UPON A NUMBER OF
ASSUMPTIONS AND ESTIMATES WHICH ARE SUBJECT TO SIGNIFICANT
UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF THE CITY.
THE WORDS "MAY," "WOULD," "COULD," "WILL," "EXPECT," "ANTICIPATE,"
"BELIEVE," "INTEND," "PLAN," "ESTIMATE" AND SIMILAR EXPRESSIONS ARE
MEANT TO IDENTIFY THESE FORWARD- LOOKING STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY
THESE FORWARD - LOOKING STATEMENTS.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
MIA 182,168,744v5
TABLE OF CONTENTS
Page
INTRODUCTION 1
PLAN OF REFUNDING 2
ESTIMATED SOURCES AND USES OF FUNDS 3
THE BONDS 4
Description of the Bonds 4
Redemption Provisions 4
Book -Entry Only System 5
Registration, Transfer and Exchange 8
SECURITY FOR THE BONDS 8
AD VALOREM TAXATION 9
General 9
Property Assessment Procedures 9
Levy of Ad Valorem Taxes 10
Recent Property Tax Reform 11
Proposed Amendments 11
Voter Approved Debt 12
Millage Rates 14
Tax Collection 15
DEBT SERVICE REQUIREMENTS 20
FUTURE BOND SALES 20
LITIGATION 20
TAX MATTERS 21
Original Issue Discount and Original Issue Premium 23
UNDERWRITING 24
FINANCIAL ADVISOR 24
RATINGS 24
LEGAL MATTERS 25
CONTINUING DISCLOSURE 25
CONTINGENT FEES 26
VERIFICATION OF MATHEMATICAL COMPUTATIONS 26
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS 26
MISCELLANEOUS 26
CERTIFICATE CONCERNING THE OFFICIAL STATEMENT 26
ill
MIA 182,168,744v5
APPENDIX A - GENERAL INFORMATION REGARDING THE CITY OF
MIAMI BEACH AND MIAMI -DADE COUNTY, FLORIDA A -1
APPENDIX B - GENERAL PURPOSE FINANCIAL STATEMENTS FOR
FISCAL YEAR ENDED SEPTEMBER 30, 2010 B -1
APPENDIX C - THE RESOLUTION C -1
APPENDIX D - FORM OF DISCLOSURE DISSEMINATION AGENT
AGREEMENT D -1
APPENDIX E - FORM OF OPINION OF BOND COUNSEL E -1
iv
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OFFICIAL STATEMENT RELATING TO
CITY OF MIAMI BEACH, FLORIDA
General Obligation Refunding Bonds, Series 2011
INTRODUCTION
The purpose of this Official Statement, including the cover page and all appendices, is to
furnish information with respect to the issuance and sale by the City of Miami Beach, Florida
(the "City ") of $ * aggregate principal amount of General Obligation Refunding
Bonds, Series 2011 (the "Bonds ").
The Bonds are being issued pursuant to Resolution No. 2011- adopted by the
Mayor and City Commission of the City (the "Commission ") on , 2011 (the
"Resolution ") and the Constitution and laws of the State of Florida, including, without limitation,
Article VII, Section 12 of the Constitution, Chapters 166, Florida Statutes, as amended, Sections
132.33 - 132.47, Florida Statutes, as amended, and the City of Miami Beach Charter, as amended
(the "Act ").
On September 17, 1999, the Commission adopted (i) Resolution No. 99 -23299 calling for
a special election on November 2, 1999, to submit to the electorate of the City a bond
referendum to decide whether the City should be authorized to issue not exceeding $9,720,000 in
principal amount of general obligation bonds (the "Fire Safety General Obligation Bonds ") to
renovate, expand and improve fire stations and related facilities located in the City and acquire
and equip fire trucks; (ii) Resolution No. 99 -23300 calling for a special election on November 2,
1999 to submit to the electorate of the City a bond referendum to decide whether the City should
be authorized to issue not exceeding $24,830,000 in principal amount of general obligation
bonds (the "Parks and Beaches General Obligation Bonds ") to improve recreational facilities and
equipment, access, security and related maintenance facilities for parks and beaches located in
the City; and (iii) Resolution No. 99 -23301 calling for a special election on November 2, 1999
to submit to the electorate of the City a bond referendum to decide whether the City should be
authorized to issue not exceeding $57,915,000 in principal amount of general obligation bonds
(the "Neighborhood General Obligation Bonds" and, together with the Fire Safety General
Obligation Bonds and the Parks and Beaches General Obligation Bonds, the "General Obligation
Bonds ") to improve neighborhood infrastructure in the City, consisting of streetscapes and traffic
calming measures, shoreline stabilization and related maintenance facilities.
At such special elections on November 2, 1999, the issuance of the General Obligation
Bonds was approved by the electorate of the City in accordance with the applicable laws of the
State of Florida.
* Preliminary, subject to change.
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On July 3, 2000, the City issued $30,000,000 in aggregate principal amount of the
General Obligation Bonds consisting of (i) $9,030,000 in principal amount of the Fire Safety
General Obligation Bonds, (ii) $230,000 in principal amount of the Parks and Beaches General
Obligation Bonds, and (iii) $11,740,000 in principal amount of the Neighborhood General
Obligation Bonds, currently outstanding in the aggregate principal amount of $18,710,000
(collectively, the "Series 2000 General Obligation Bonds "), by borrowing funds from the loan
pool program established by the City of Gulf Breeze, Florida ( "Gulf Breeze ") pursuant to two
loans made by Gulf Breeze to the City thereunder (each, a "Gulf Breeze Loan" and collectively,
the "Gulf Breeze Loans "), as more particularly described in the related loan agreements and
governmental unit notes.
On July 22, 2003, the City issued $62,465,000 in aggregate principal amount of the
General Obligation Bonds consisting of (i) $690,000 in principal amount of the Fire Safety
General Obligation Bonds, (ii) $15,600,000 in principal amount of the Parks and Beaches
General Obligation Bonds, and (iii) $46,175,000 in principal amount of the Neighborhood
General Obligation Bonds, designated "City of Miami Beach, Florida General Obligation Bonds,
Series 2003," currently outstanding in the aggregate principal amount of $49,570,000
(collectively, the "Series 2003 General Obligation Bonds ").
The City is issuing the Bonds for the purposes of: (i) refunding all or a portion of the
Series 2000 General Obligation Bonds and /or all or a portion of the Series 2003 General
Obligation Bonds; and (ii) pay the costs of issuance of the Bonds. In this Official Statement, the
Series 2000 General Obligation Bonds to be refunded are referred to as the Refunded Series
2000 General Obligation Bonds and the Series 2003 General Obligation Bonds to be refunded
are referred to as the Refunded Series 2003 General Obligation Bonds.
The Bonds will be payable from ad valorem taxes assessed, levied and collected, without
limitation as to rate or amount, on all taxable property within the corporate limits of the City
(excluding exemptions as provided by applicable law). Such taxes shall be in addition to all
other taxes collected and shall be in an amount sufficient to p ay the principal rinci al of and interest on
the Bonds as the same shall become due. The full faith, credit and taxing power of the City have
been irrevocably pledged to the punctual payment of the principal of and interest on the Bonds as
the same shall become due and payable. See "AD VALOREM TAXES" herein.
For a complete description of the terms and conditions of the Bonds, reference is made to
the proceedings authorizing the issuance of the Bonds. The description of the Bonds and of the
documents authorizing and securing the same contained herein constitute summaries of certain
provisions thereof, and do not purport to be comprehensive or complete. Reference is made to
the Resolution, a copy of which is attached hereto as Appendix C, and to such other documents,
copies of which are on file at the offices of the City, for a more complete description of such
provisions.
PLAN OF REFUNDING
On the date of original issuance and delivery of the Bonds, the City will deposit a portion
of the proceeds of the Bonds with U.S. Bank National Association, as Escrow Agent (the
"Escrow Agent ") for deposit to the credit of a special and irrevocable trust fund (the "Escrow
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Deposit Trust Fund ") established pursuant to the Escrow Deposit Agreement dated as of
1, 2011 (the "Escrow Agreement ") between the City and the Escrow Agent with
respect to the refunding, defeasance and redemption of the Refunded Series 2003 General
Obligation Bonds. These proceeds will be invested in United States Treasury obligations (the
"Government Obligations, until applied, together with any proceeds remaining uninvested to pay
the principal of and interest on the Refunded Series 2003 General Obligation Bonds to their
redemption date, September 1, 2013, as required under the Escrow Agreement.
Upon the deposit of such proceeds in the Escrow Deposit Trust Fund and the direction to
give certain notices of defeasance and redemption in connection with the refunding of the
Refunded Series 2003 General Obligation Bonds, in the opinion of Bond Counsel, rendered in
reliance upon the verification report of Causey Demgen & Moore, Inc. described under
"VERIFICATION OF MATHEMATICAL COMPUTATIONS" herein, the Refunded Series
2003 General Obligation Bonds shall no longer be deemed to be outstanding under the
provisions of the resolution pursuant to which they were issued (the "2003 Resolution ") and shall
cease to be entitled to any lien, benefit or security under the 2003 Resolution, but shall thereafter
be secured solely by the amounts and securities credited to the Escrow Deposit Trust Fund.
On the date of original issuance and delivery of the Bonds, the City will pay a portion of
the proceeds of the Bonds to, or for the account of, Gulf Breeze, which proceeds will be used to
prepay the outstanding principal of and interest on the Refunded Series 2000 General Obligation
Bonds on such date.
ESTIMATED SOURCES AND USES OF FUNDS
The following table sets forth the estimated sources and uses of funds from the proceeds
of the Bonds:
Sources of Funds
Principal Amount of Bonds
Net Original Issue Premium/Discount
Total Estimated Sources of Funds
Uses of Funds
Deposit to Escrow Deposit Trust Fund for Refunded Series 2003
General Obligation Bonds
Prepayment of Refunded Series 2000 General Obligation Bonds
Cost of Issuance, including Underwriters' Discount
Total Estimated Uses of Funds
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THE BONDS
Description of the Bonds
The Bonds will bear interest at the rates and mature in the amounts and on the dates as set
forth on the cover page of this Official Statement. The Bonds will be dated the date of their
original issuance and delivery and will bear interest therefrom payable semi - annually on March 1
and September 1 of each year, commencing March 1, 2012, until maturity. U.S. Bank National
Association, with a designated corporate trust office in Miami, Florida, is acting as Paying Agent
and Bond Registrar for the Bonds.
Interest on the Bonds shall be paid by check or draft drawn upon the Paying Agent and
mailed to the registered owners of the Bonds at the addresses as they appear on the registration
books maintained by the Bond Registrar at the close of business on the 15th day (whether or not
a business day) of the month next preceding the interest payment date (the "Record Date "),
irrespective of any transfer or exchange of such Bonds subsequent to such Record Date and prior
to such interest payment date, unless the City shall be in default in payment of interest due on
such interest payment date; provided, however, that (i) if ownership of Bonds is maintained in a
book -entry only system by a securities depository, such payment may be made by automatic
funds transfer (wire) to such securities depository or its nominee or (ii) if such Bonds are not
maintained in a book -entry only system by a securities depository, upon written request of the
holder of $1,000,000 or more in principal amount of Bonds, such payments may be made by
wire transfer to the bank and bank account specified in writing by such holder on or prior to the
Record Date (such bank being a bank within the continental United States), if such holder has
advanced to the Paying Agent the amount necessary to pay the cost of such wire transfer or
authorized the Paying Agent to deduct the cost of such wire transfer from the payment due such
holder. In the event of any default in the payment of interest, such defaulted interest shall be
payable to the persons in whose names such Bonds are registered at the close of business on a
special record date for the payment of such defaulted interest as established by notice deposited
in the U.S. mails, postage prepaid, by the Paying Agent to the registered owners of the Bonds not
less than fifteen (15) days preceding such special record date. Such notice shall be mailed to the
persons in whose names the Bonds are registered at the close of business on the fifth (5th) day
(whether or not a business day) preceding the date of mailing.
Redemption Provisions
Optional Redemption. The Bonds maturing on or prior to September 1, 20 shall not be
subject to redemption prior to their maturity. The Bonds maturing on or after September 1,
20 and thereafter shall be subject to redemption prior to their maturity, at the option of the
City, on or after September 1, 20, as a whole or in part at any time, and if in part as selected by
the City among maturities and by lot within a maturity, at a redemption price of 100% of the
principal amount thereof plus accrued interest from the most recent interest payment date to the
redemption date.
Mandatory Redemption. The term Bonds maturing on September 1, 2033 are subject to
mandatory sinking fund redemption prior to maturity, in part and selected by lot, at a redemption
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price of 100% of the principal amount thereof, on September 1 in each of the following years and
principal amounts:
Date
(September 1) Principal Amount
2026
2027
2028
2029
2030
2031
2032
2033*
*Maturity.
Notice of call redemption is to be given by mailing a copy of the redemption notice by
deposit in the U.S. mails at least thirty days (30) but not more than sixty (60) days prior to the
redemption date to all registered owners of the Bonds or portions of the Bonds to be redeemed at
their addresses shown on the registration books maintained by the Bond Registrar, or any
successor Bond Registrar appointed by the City pursuant to the Resolution. Failure to mail any
such notice to a registered owner of a Bond, or any defect therein, shall not affect the validity of
the proceedings for the redemption of any Bond or portion thereof with respect to which no
failure or defect occurred. All such Bonds called for redemption and for the retirement of which
funds are duly provided will cease to bear interest on such redemption date.
Book -Entry Only System
THE INFORMATION IN THIS SECTION CONCERNING DTC AND DTC'S BOOK -
ENTRY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE CITY BELIEVES
TO BE RELIABLE, BUT THE CITY DOES NOT TAKE ANY RESPONSIBILITY FOR THE
ACCURACY THEREOF.
The Depository Trust Company ( "DTC "), New York, New York, will act as securities
depository for the Bonds. The Bonds will be issued as fully- registered securities registered in the
name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully- registered bond will be issued for each maturity of
the Bonds, as set forth on the cover page hereof, and will be deposited with DTC.
DTC, the world's largest depository, is a limited - purpose trust company organized under
the New York Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds
and provides asset servicing for over 3.5 million issues of U.S. and non -U.S. equity, corporate
and municipal debt issues, and money market instruments (from over 100 countries) that DTC's
participants ( "Direct Participants ") deposit with DTC. DTC also facilitates the post -trade
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settlement among Direct Participants of sales and other securities transactions in deposited
securities through electronic computerized book -entry transfers and pledges between Direct
Participants' accounts. This eliminates the need for physical movement of securities certificates.
Direct Participants include both U.S. and non -U.S. securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. DTC is a wholly -owned
subsidiary of The Depository Trust & Clearing Corporation ( "DTCC "). DTCC is the holding
company for DTC, National Securities Clearing Corporation and Fixed Income Clearing
Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its
regulated subsidiaries. Access to the DTC system is also available to others such as both U.S.
and non -U.S. securities brokers and dealers, banks, trust companies, and clearing corporations
that clear through or maintain a custodial relationship with a Direct Participant, either directly or
indirectly ( "Indirect Participants "). DTC has a Standard & Poor's rating of AA +. The DTC
rules applicable to its Participants are on file with the Securities and Exchange Commission.
More information about DTC can be found at www.dtcc.com.
Purchases of Bonds under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest
of each actual purchaser of Bonds ( "Beneficial Owner ") is in turn to be recorded on the Direct
and Indirect Participants' records. Beneficial Owners will not receive written confirmation from
DTC of their purchase. Beneficial Owners are, however, expected to receive written
confirmations providing details of the transaction, as well as periodic statements of their
holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into
the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries
made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive bond certificates representing their ownership interests in
Bonds, except in the event that use of the book -entry system for the Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC
are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as
may be requested by an authorized representative of DTC. The deposit of the Bonds with DTC
and their registration in the name of Cede & Co. or such other DTC nominee do not effect any
change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the
Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such
Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect
Participants will remain responsible for keeping account of their holdings on behalf of their
customers.
Conveyance of notices and other communications by DTC to Direct Participants, by
Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may
wish to take certain steps to augment the transmission to them of notices of significant events
with respect to the Bonds, such as redemptions, defaults, and proposed amendments to the Bond
Resolution. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee
holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial
Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to
the Bond Registrar and request that copies of notices be provided directly to them.
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Redemption notices shall be sent by the City and /or the Bond Registrar to DTC. If less
than all of the Bonds of a maturity are being redeemed, DTC's practice is to determine by lot the
amount of the interest of each Direct Participant in such maturity to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with
respect to Bonds unless authorized by a Direct Participant in accordance with DTC's MMI
Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting
rights to those Direct Participants to whose accounts Bonds are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
The City and /or the Paying Agent will make payments of principal and interest on the
Bonds to Cede & Co. or to such other nominee as may be requested by an authorized
representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's
receipt of funds and corresponding detail information from the City and /or the Paying Agent, on
payable date in accordance with their respective holdings shown on DTC's records. Payments
by Participants to Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in bearer form or
registered in treet name," and will be the responsibility of such Participant and not of DTC nor
s p y p
its nominee, the Paying Agent, or the City, subject to any statutory or regulatory requirements as
may be in effect from time to time. Payment of principal, redemption price and interest to Cede
& Co. (or such other nominee as may be requested by an authorized representative of DTC) is
the responsibility of the City and /or the Paying Agent, disbursement of such payments to Direct
Participants will be the responsibility of DTC, and disbursement of such payments to the
Beneficial Owners will be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with respect to the
Bonds at any time by giving reasonable notice to the City. Under such circumstances, in the
event that a successor securities depository is not obtained, bond certificates representing the
Bonds are required to be printed and delivered.
The City may decide to discontinue use of the system of book -entry transfers through
DTC (or any successor securities depository). In that event, bond certificates representing the
Bonds will be printed and delivered.
THE CITY, THE PAYING AGENT AND THE BOND REGISTRAR WILL HAVE NO
RESPONSIBILITY OR OBLIGATION TO THE BENEFICIAL OWNERS, DTC
PARTICIPANTS OR THE PERSONS FOR WHOM DTC PARTICIPANTS ACT AS
NOMINEES WITH RESPECT TO THE BONDS IN RESPECT OF THE ACCURACY OF
ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT, THE PAYMENT
BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT IN RESPECT OF THE
PRINCIPAL OR INTEREST ON THE BONDS, ANY NOTICE WHICH IS PERMITTED OR
REQUIRED TO BE GIVEN TO BONDHOLDERS UNDER THE BOND RESOLUTION, OR
ANY CONSENT GIVEN OR ACTION TAKEN BY DTC AS BONDHOLDER. SO LONG AS
CEDE & CO, IS THE REGISTERED OWNER OF THE BONDS, AS NOMINEE OF DTC,
THE BENEFICIAL OWNERS WILL NOT RECEIVE PHYSICAL CERTIFICATES
REPRESENTING THEIR INTERESTS IN THE BONDS, AND REFERENCES HEREIN TO
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BONDHOLDERS OR REGISTERED HOLDERS OF SUCH BONDS SHALL MEAN CEDE &
CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF SUCH BONDS.
For every transfer and exchange of beneficial interests in the Bonds, the Beneficial Owner may
be charged a sum sufficient to cover any tax, fee or other government charge that may be
imposed in relation thereto.
Registration, Transfer and Exchange
So long as the Book -Entry Only system is in place for the Bonds, the registered owner of
the Bonds for all purposes will be Cede & Co. See "Book -Entry Only System" herein. In the
event that the Book -Entry Only system is discontinued, any Bond may be transferred upon the
registration books maintained by the Bond Registrar upon delivery thereof to the designated
corporate trust office of the Bond Registrar accompanied by a written instrument or instruments
of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly
executed by the Bondholder or his attorney -in -fact or legal representative, containing written
instructions as to the details of the transfer of such Bond, along with the social security number
or federal employer identification number of such transferee. In all cases of a transfer of a Bond,
the Bond Registrar shall at the earliest practical time in accordance with the terms hereof enter
the transfer of ownership in the registration books and shall deliver in the name of the new
transferee or transferees a new fully registered Bond or Bonds of the same maturity and of
authorized denomination or denominations, for the same aggregate principal amount and payable
from the same source of funds. Bonds may be exchanged at the office of the Bond Registrar for
a like aggregate principal amount of Bonds, of other authorized denominations of the same
maturity. The City and the Bond Registrar may charge the Bondholder for the registration of
every transfer or exchange of a Bond an amount sufficient to reimburse them for any tax, fee or
any other governmental charge required (other than by the City) to be paid with respect to the
registration of such transfer or exchange, and may require that such amounts be paid before any
such new Bond shall be delivered.
The City, the Paying Agent and the Bond Registrar may deem and treat the registered
owner of any Bond as the absolute owner of such Bond for the purpose of receiving payment of
the principal thereof and the interest thereon.
SECURITY FOR THE BONDS
The Bonds are payable from ad valorem taxes assessed, levied and collected on all
taxable property in the City (excluding exemptions as provided by applicable law) without
limitation as to rate or amount. The direct annual property tax provided to pay the Bonds is
required to be levied upon all taxable property within the corporate limits of the City, except
property of such nature as may be exempt from taxation under the provisions of the Constitution
and laws of the State of Florida (the "State "). The taxes so levied and collected shall be in
addition to all other taxes so collected, shall be in an amount sufficient to pay the principal of
and interest on the Bonds as the same shall become due and shall be assessed, levied and
collected in the same manner and at the same time as other taxes. The proceeds of such tax shall
be applied solely to the payment of the principal of and interest on the Bonds. See "AD
VALOREM TAXATION" herein.
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The full faith, credit and taxing power of the City are irrevocably pledged to the punctual
payment of the principal of and interest on the Bonds as the same shall become due and payable.
AD VALOREM TAXATION
General
The Bonds are general obligation bonds and are secured by the proceeds of a direct
annual tax levied upon all taxable property within the City.
Under Florida law, the assessment of all properties and the collection of all county,
school board, special taxing district, and municipal property taxes are consolidated in the offices
of the county property appraiser and county tax collector. The Florida Constitution limits the
aggregate rate of ad valorem taxes that may be levied on real and personal property. The
limitation, except as noted below, is ten mills each for all county and municipal purposes. A mill
is equal to one -tenth of one cent of one dollar or $1.00 for every $1,000 of assessed value. There
is no limitation as to rate or amount of ad valorem taxes approved by referendum for payment of
indebtedness such as the case with the Bonds.
Each respective millage rate, except as limited by law, is set on the basis of estimates of
revenue needs and total taxable property valuations within the taxing authority's respective
jurisdiction. Ad valorem taxes are not levied in excess of actual budget requirements. In setting
millage rates, the applicable governmental unit is required by state law to assume a 95% tax
collection rate.
In 1973, the State of Florida enacted legislation to encourage public awareness of
spending and taxing decisions made by local elected officials. This legislation was amended in
1980 by the "TRIM BILL" (Truth in Millage), now codified as Section 200.065, Florida Statutes.
That legislation provides that, if the tax rate established by the governing board exceeds the
rolled -back tax rate, the taxing authority shall publish notice of the proposed tax increase prior to
the public hearing required to be held for the adoption of the final budget and millage rate. Under
Section 200.065, a "rolled back tax rate" is defined as the millage rate that would produce the
same amount of ad valorem taxes in each current year as were levied in the prior year, exclusive
of any increase in assessments resulting from new construction and geographic boundary
changes.
Property Assessment Procedures
Real and personal property valuations in Miami -Dade County, Florida (the "County "),
are determined each year as of January 1 by the County Property Appraiser's Office. The
assessment roll is prepared between each January 1 and July 1, with each taxpayer given notice
of the proposed assessed value of his or her property in August.
The property owner has the right to file an appeal with the Value Adjustment Board,
which considers petitions relating to assessments and exemptions. The Value Adjustment Board
certifies the assessment roll upon completion of the hearing of all appeals. Millage rates are then
computed by the various taxing authorities and certified to the Property Appraiser, who applies
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the millage rates to the assessment roll. This procedure creates the tax roll that is then annually
turned over to the county tax collector on or about the first Monday in October.
Levy of Ad Valorem Taxes
A notice is mailed to each property owner on the tax roll for the taxes levied by counties,
school boards, municipalities and other taxing authorities. Taxes may be paid upon receipt of
such notice with discounts at the rate of 4 %, if paid in the month of November; 3 %, if paid in the
month of December; 2 %, if paid in the month of January; and 1%, if paid in the month of
February. Taxes paid on real and personal property become delinquent on April 1 of the year
following the year in which the taxes were levied.
All taxes are due and payable on November 1 of each year or as soon thereafter as the
certified tax roll is received by the county tax collector. Taxes become delinquent on April 1
following the year in which they are assessed or 60 days after mailing of the original tax notice,
whichever is later. If the delinquency date for ad valorem taxes is later than April 1 of the year
following the year in which taxes are assessed, all dates or time periods specified in the Florida
Statutes relative to the collection of, or administrative procedures regarding, delinquent taxes
shall be extended a like number of days.
Except as noted below under the subheading "Recent Property Tax Reform," exemptions
from the ad valorem tax include the first $25,000 of assessed value for a permanent residence
(herein, "Homestead Property "); property owned by certain permanently and totally disabled
persons; renewable energy sources improvements; inventory; property used by hospitals, nursing
homes, homes for special services and property used by nonprofit homes for the aged; education
property; property owned by certain charitable, literary, religious or scientific organizations;
property owned by not - for - profit sewer and water companies; and the first $500 of property of
every widow, blind person or disabled person. An additional homestead exemption of up to
$50,000 of assessed value may be granted by a city or county for persons 65 or older subject to
certain income limitations.
By voter referendum held on November 2, 1992, Article VII, Section 4 of the Florida
Constitution was amended by adding thereto a subsection which, in effect, limits the increases in
assessed just value of homestead property to the lesser of (1) three percent of the assessment for
the prior year or (2) the percentage change in the Consumer Price Index, as further defined
therein. This Amendment is commonly referred to as "Save Our Homes Amendment." Further,
such amendment provides that (1) no assessment shall exceed just value, (2) after any change of
ownership of homestead property or upon termination of homestead status such property shall be
reassessed at just value as of January 1 of the year following the year of sale or change of status,
(3) new homestead property shall be assessed at just value as of January 1 of the year following
the establishment of the homestead, and (4) changes, additions, reductions or improvements to
homestead shall initially be assessed as provided for by general law, and thereafter as provided in
the amendment.
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Recent Property Tax Reform
Effective January 1, 2008, changes to Florida's property tax laws created a new formula
for calculating assessed value of Homestead Property. "Assessed value" is the official value
upon which real properties may be taxed in Florida. Under the new formula, if an owner of a
Homestead Property purchases a new Homestead Property for greater value, the assessed value
of the new Homestead Property would equal the purchase price of the new Homestead Property
minus the difference between the purchase price of the previous Homestead Property and the
assessed value of the previous Homestead Property, or $500,000, whichever is less. For
Homestead Property owners already receiving a property tax exemption of $25,000 on the
assessed value of their homes, the new law creates an additional $25,000 exemption on the
assessed value of Homestead Property greater than $50,000 for all property tax levies except
school taxes. Also, the first $25,000 of tangible personal property will be exempt from taxation.
In the November 4, 2008 general election, the voters approved amendments to the Florida
Constitution which, among other things: (a) allow the Florida Legislature, by general law, to
exempt from assessed value of residential homes, improvements made to protect property from
wind damage and installation of a new renewable energy source device; (b) assess specified
working waterfront properties based on current use rather than highest and best use; (c)
beginning in 2010, provide property tax exemption for real property that is perpetually used for
conservation, and, for land not perpetually encumbered, require the Florida Legislature to
provide classification and assessment of land use for conservation purposes solely on the basis of
character or use. At this time, the extent to which these amendments may affect the ad valorem
tax collections of the City in future years is not currently known.
Additionally, effective January 1, 2009, increases in annual assessments on certain non-
Homestead Property will be capped at 10% annually for all tangible personal property tax levies.
The cap on annual increases is effective for a ten (10) year period, subject to extension by an
affirmative vote of the Florida electorate. The limitation on increases in assessed value of non-
homestead property does not apply however to school district taxes. The impact of these
changes to property tax receipts cannot yet be determined.
In May 2009, the Florida Legislature adopted HB 833, allowing an additional homestead
exemption for deployed military personnel. The exemption was approved by Florida voters in
the November 2010 general election, and took effect January 1, 2011. The exemption is equal to
the percentage of days during the prior calendar year that the military homeowner was deployed
outside of the United States in support of military operations designated by the Florida
Legislature.
Proposed Amendments
HB 381, adopted by the Florida Legislature in 2011, proposes a reduction from 10% to
5% on the limitation on annual ad valorem assessment increases applicable to non - homestead
property and provides for a first -time homestead exemption equal to 50% of the property's value,
up to the median value for homestead property in the City, and declining by 20% per year over
five (5) years, which would be available to each person who has not received a homestead
exemption in the last three (3) years.
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The proposed amendment will only take effect if at least 60% of the persons voting in the
election approve the amendments. The City has not yet completed an analysis of the impact of
these proposals on the level of ad valorem taxes that the County will collect.
Voter Approved Debt
The City has the authority to increase it millage levy for debt supported by unlimited ad
valorem taxes, including the Bonds, and any limitations, exemptions or adjustments pertaining to
millage rates otherwise provided in State law do not affect the ability of the City to levy and
collect ad valorem taxes in amounts sufficient to pay principal of, and interest on, the Bonds.
The following schedule reflects the total assessed value and total taxable value for
operating millage of the City's taxable property in each of the past ten years.
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CITY OF MIAMI BEACH, FLORIDA
ASSESSED VALUE AND ACTUAL VALUE OF TAXABLE PROPERTY,
LAST TEN FISCAL YEARS
(in thousands of dollars)
Fiscal
Year Less: Total Total
Ended Tax- Taxable Direct
September Residential Commercial Industrial Other Exempt Assessed Tax
30, Property Property Property Property Property Value Rate
2001 $ $ $ $ $ $ 8.555
2002 ) 8.376
2003 8.322
2004 12,131,669 2,366,866 214,344 1,562,860 1,405,322 14,870,417 8.173
2005 13,757,424 3,266,081 44,880 1,612,480 1,327,774 17,353,091 8.173
2006 17,465,682 4,337,034 51,091 2,508,681 1,764,463 22,598,025 8.073
2007 21,045,428 4,779,204 52,250 2,767,838 2,000,993 26,643,727 7.673
2008 21,027,850 5 ,290,322 51,426 2,795,713 2,008,285 27,157,026 5.898
2009 18,911,637 5,265,399 51,025 2,528,317 1,703,041 25,053,337 5.893
2010 16,794,033 5,735,610 35,601 1,512,322 1,668,428 22,409,138 5.913
Source: 2010 Tax Roll for Miami -Dade County
Note: Property in the city is reassessed each year. Property is assessed at actual value; therefore, the assessed values
are equal to actual value. Tax rates are per $1,000 of assessed value.
(1) Data not available in individual property categories for this year.
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Millage Rates
The County assesses and collects all ad valorem taxes within the County. While only one
tax bill per property owner emanates from the County, the bill represents ad valorem taxes levied
by the County and other taxing authorities within or coterminous with the County, which
includes the City. The following table shows the tax millage rates for the fiscal years 2001 - 2010
within the City.
CITY OF MIAMI BEACH, FLORIDA
DIRECT AND OVERLAPPING PROPERTY TAX RATES,
LAST TEN FISCAL YEARS
(rate per $1,000 of assessed value)
City of Miami Beach Direct Rates Overlapping Rates'
Fiscal Year Debt Total School
Ended Operating Service Direct District County State
September 30, Millage Millage Millage Millage Millage Millage Total
2001 7.399 1.156 8.555 9.617 6.754 0.738 25.664
2002 7.299 1.077 8.376 9.376 6.716 0.736 25.204
2003 7.299 1.023 8.322 9.252 6.765 0.736 25.075
2004 7.299 0.874 8.173 9.100 7.240 0.736 25.249
2005 7.425 0.748 8.173 8.687 7.150 0.736 24.746
2006 7.481 0.592 8.073 8.438 7.035 0.736 24.281
2007 7.374 0.299 7.673 8.105 6.808 0.736 23.322
2008 5.656 0.242 5.898 7.948 5.671 0.659 20.175
2009 5.656 0.238 5.893 7.797 5.926 0.659 20.275
2010 5.656 0.257 5.913 7.995 6.005 0.659 20.572
Source: Miami -Dade County, Florida; Department of Property Appraisal 2010 Millage Table
Note: The city's basic property tax rate may be increased only by a majority vote of the city's residents. Rates for debt service are
set based on each year's requirement.
(1) Overlapping rates are those of local and county governments that apply to owners within the City. Not all overlapping rates
apply to all City property owners.
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Tax Collection
All ad valorem taxes become due and payable on November 1, and become delinquent on
the following April 1, at which time they bear interest at not more than 18% per annum until a
tax certificate is sold with respect to real property taxes and until paid with respect to personal
property taxes. Discounts are allowed for early payment of 4% if paid in November, 3% if paid
in December, 2% if paid in January, and 1% if paid in February. All taxes collected are
distributed by the Tax Collector to the applicable taxing units. It is the Tax Collector's duty on
or before June 1 of each year to advertise and sell tax certificates on real property tax
delinquencies extending from the previous April 1. Delinquent taxes may be paid by the
property owner prior to sale of tax certificates upon payment of all costs, delinquent taxes and
interest at the rate of not more than 18% per annum. The tax certificates must be for an amount
not less than the taxes due, plus interest from April 1 to the date of sale at not more than 18% per
annum, together with the cost of advertising and expense of the sale. Each tax certificate is
awarded to the bidder paying the above amounts and who accepts the lowest interest to be borne
by the tax certificate after its sale. If there are no bidders, the County must hold, but not pay for,
such tax certificates. Thereafter, the County may sell such tax certificates to the public at any
time at the principal amount thereof plus interest at not more than 18% per annum and a fee.
With respect to personal property tax delinquencies, such delinquent taxes must be advertised
within 45 days after delinquency and, after May 1, the property is subject to warrant, levy,
seizure and sale. The proceeds of the sale of the tax certificates are distributed to the respective
taxing agencies.
Tax certificates held by persons other than the County may be redeemed and cancelled by
any person prior to the time a tax deed is issued upon payment of the face amount of the tax
certificate plus interest, costs and other charges. Holders of tax certificates, other than the
County, which have not been redeemed may, at any time after two years but prior to seven years
from date of issuance, file an application for a tax deed with the Tax Collector upon payment of
all other outstanding tax certificates on such property plus interest, any omitted taxes plus
interest, and delinquent taxes plus interest covering the real property. Thereafter, the property is
advertised for public sale at auction to the highest bidder, subject to certain minimum bids. If
there are no other bidders, the holder of the tax certificate receives title to the land. If the tax
certificate is held by the County and the County has not succeeded in selling it within two years,
the County applies for a tax deed upon payment of all applicable costs and fees but not any
amount to redeem the tax certificate. Such property is then also advertised for public sale to the
highest bidder, subject to certain minimum bids. If there are no other bidders, the County may
purchase the land for the minimum bid. In the case of unsold lands, after seven years the County
will take title to such lands.
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City of Miami Beach, Florida
Property Tax Levies and Collections
Fiscal Years 2000 — 2009
Collected within the
Fiscal year of the Levy
Tax Total Amount Percentage
Year(I Tax Levy of Levy
2000 67,851,578 68,603,879 101.1
2001 74,551,3 84 75,205,177 100.9
2002 83,590,412 80,460,485 96.3
2003 93,492,337 90,447,232 96.7
2004 109,298,076 107,543,916 98.4
2005 133,573,759 131,074,911 98.1
2006 164,807,822 161,325,469 97.9
2007 146,418,406 143,531,846 98.0
2008 144,907,833 139,669,839 96.4
2009 129,758,839 123,107,891 94.9
Source: City of Miami Beach, Comprehensive Annual Financial Report 2010
(1) Assessments as of January 1 of the year listed; bills mailed in October of that
year; taxes become delinquent at the end of April of the subsequent year.
(2) Breakdown between current and delinquent collections not available.
Collections represent total of current and delinquent collection received during
the year.
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The table below shows ad valorem tax rates and ad valorem tax levies for general
government operations and debt service.
City of Miami Beach, Florida
Statement of Tax Levies and Tax Rates
Fiscal Years 2001 through 2010
Fiscal General Fund Debt Service Fund Total
Year Tax Levy Millage Tax Levy Millage Tax Levy Millage
2001 $58,683,089 7.399 $9,168,489 1.156 $67,851,578 8.555
2002 64,965,443 7.299 9,585,941 1.077 74,551,384 8.376
2003 73,314,878 7.299 10,275,534 1.023 83,590,412 8.322
2004 83,494,502 7.299 9,997,835 0.874 93,492,337 8.173
2005 99,295,022 7.425 10,003,054 0.748 109,298,076 8.173
2006 123,778,681 7.481 9,795,078 0.592 133,573,759 8.073
2007 158,385,622 7.374 6,422,200 0.299 164,807,822 7.673
2008 140,410,733 5.656 6,007,673 0.242 146,418,406 5.898
2009 139,080,045 5.656 5,827,788 0.237 144,907,833 5.893
2010 124,119,059 5.656 5,639,780 0.257 129,758,839 5.913
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report 2010 and City of Miami Beach
Finance Department.
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CITY OF MIAMI BEACH, FLORIDA
COMPUTATION OF DIRECT AND OVERLAPPING BONDED DEBT
SEPTEMBER 30, 2010
DIRECT DEBT $70,195,935
General obligation indebtedness
Public improvement bonds (net of amount available)
Non-self-supporting indebtedness: 1
pp g ( )
Gulf Breeze Government Loan Program 22,243,058
Pension Obligation Bonds 40,055,000
Tax Increment Revenue Bonds 79,485,000
141,783,058
Less: Reserve funds 7,330,289
Total non - self - supporting indebtedness $134,452,769
Total direct indebtedness $204,648,704
OVERLAPPING DEBT (2)
Miami -Dade County
Total general obligation indebtedness $881,276,000
Percent applicable to City - 10.4415% (3) 92,018,434
Total school district obligation indebtedness 348,100,000
Percent applicable to City - 10.4415% (3) 36,346,862
Total net non - self - supporting indebtedness 2,308,901,786
Percent applicable to City - 10.4415% (3) 241,083,980
Total overlapping debt 369,449,276
TOTAL DIRECT AND OVERLAPPING DEBT $574,097,980
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report 2010.
(1) Excludes self - supporting debt obligations.
(2) All debt listed as Overlapping Debt is secured either solely from a tax source or from a combination of self - supporting
revenues and a tax source.
(3) Based upon 2010 assessed valuation figures for the City and Miami -Dade County.
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City of Miami Beach, Florida
Summary of Direct and Overlapping Debt
As of September 30, 2010
Financial Parameters
Population (2009) 92,833
Total Assessed Valuation — City of Miami Beach (Tax Year 2009) $24,694,916,494
Total Taxable Valuation — City of Miami Beach (Excluding Homestead)
(Tax Year 2009) $23,102,387,589
SOURCE: City of Miami Beach, Florida, Finance Department. (Unaudited)
Financial Ratios
2010
Percent of Percent of
Assessed Taxable Per
Valuation Valuation Capita
DIRECT DEBT
Ad Valorem 0.28% 0.30% $ 756
Non - self - supporting 0.54 0.58 1,448
Total Direct Debt 0.83 0.89 2,204
Total Overlapping Debt 1.50 1.60 3,980
Total Direct and Overlapping Debt 2.32 2.49 6,184
VALUATION
Total Assessed Valuation $266,014
Total Taxable Valuation $248,860
SOURCE: City of Miami Beach, Florida, Finance Department. (Unaudited)
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DEBT SERVICE REQUIREMENTS
The table below shows the debt service payable on the Bonds and the City's outstanding
general obligation bonds.
Fiscal Outstanding The Bonds Total
Year Debt Service Principal Interest Total Debt Service
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
TOTAL
SOURCE: City of Miami Beach, Florida, Finance Department
FUTURE BOND SALES
The City currently has no plans to issue additional general obligation bonds. Depending
on market conditions, the City expects to issue approximately $54 million in aggregate principal
amount of its Stormwater Revenue Bonds, Series 2011A, and $28 million in aggregate principal
amount of its Stormwater Revenue Refunding Bonds, Series 2011B by the end of the current
calendar year. This debt would be payable from the net revenues of the City's Stormwater
Utility System.
LITIGATION
There is no litigation or other proceedings, of any nature now pending with regard to
which the City has received service of process or, to the actual knowledge of the City, threatened
against the City, with regard to which an unfavorable decision, ruling or finding (i) would
materially and adversely affect the validity or enforceability of the Bonds, or (ii) would have a
material adverse effect on the levy and collection of the ad valorem taxes pledged to the payment
of the Bonds.
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TAX MATTERS
In the opinion of Squire, Sanders & Dempsey (US) LLP, Bond Counsel, under existing
law: (i) interest on the Bonds is excluded from gross income for federal income tax purposes
under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code "), and is not an
item of tax preference for purposes of the federal alternative minimum tax imposed on
individuals and corporations; and (ii) the Bonds and the income thereon are exempt from
taxation under the laws of the State of Florida, except estate taxes imposed by Chapter 198,
Florida Statutes, as amended, and net income and franchise taxes imposed by Chapter 220,
Florida Statutes, as amended. Bond Counsel expresses no opinion as to any other tax
consequences regarding the Bonds.
The opinion on tax matters will be based on and will assume the accuracy of certain
representations and certifications, and continuing compliance with certain covenants, of the City
contained in the transcript of proceedings and that are intended to evidence and assure the
foregoing, including that the Bonds are and will remain obligations the interest on which is
excluded from gross income for federal income tax purposes. Bond Counsel will not
independently verify the accuracy of the City's representations and certifications or the
continuing compliance with the City's covenants.
The opinion of Bond Counsel is based on current legal authority and covers certain
matters not directly addressed by such authority. It represents Bond Counsel's legal judgment as
to exclusion of interest on the Bonds from gross income for federal income tax purposes but is
not a guaranty of that conclusion. The opinion is not binding on the Internal Revenue Service
( "IRS ") or any court. Bond Counsel expresses no opinion about (i) the effect of future changes
in the Code and the applicable regulations under the Code or (ii) the interpretation and the
pP re g
enforcement of the Code or those regulations by the IRS.
The Code prescribes a number of qualifications and conditions for the interest on state
and local government obligations to be and to remain excluded from gross income for federal
income tax purposes, some of which require future or continued compliance after issuance of the
obligations. Noncompliance with these requirements by the City may cause loss of such status
and result in the interest on the Bonds being included in gross income for federal income tax
purposes retroactively to the date of issuance of the Bonds. The City has covenanted to take the
actions required of it for the interest on the Bonds to be and to remain excluded from gross
income for federal income tax purposes, and not to take any actions that would adversely affect
that exclusion. After the date of issuance of the Bonds, Bond Counsel will not undertake to
determine (or to so inform any person) whether any actions taken or not taken, or any events
occurring or not occurring, or any other matters coming to Bond Counsel's attention, may
adversely affect the exclusion from gross income for federal income tax purposes of interest on
the Bonds or the market value of the Bonds.
A portion of the interest on the Bonds earned by certain corporations may be subject to a
federal corporate alternative minimum tax. In addition, interest on the Bonds may be subject to a
federal branch profits tax imposed on certain foreign corporations doing business in the United
States and to a federal tax imposed on excess net passive income of certain S corporations.
Under the Code, the exclusion of interest from gross income for federal income tax purposes
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may have certain adverse federal income tax consequences on items of income, deduction or
credit for certain taxpayers, including financial institutions, certain insurance companies,
recipients of Social Security and Railroad Retirement benefits, those that are deemed to incur or
continue indebtedness to acquire or carry tax - exempt obligations, and individuals otherwise
eligible for the earned income tax credit. The applicability and extent of these and other tax
consequences will depend upon the particular tax status or other tax items of the owner of the
Bonds. Bond Counsel will express no opinion regarding those consequences.
Payments of interest on tax - exempt obligations, including the Bonds, are generally
subject to IRS Form 1099 -INT information reporting requirements. If a Bond owner is subject to
backup withholding under those requirements, then payments of interest will also be subject to
backup withholding. Those requirements do not affect the exclusion of such interest from gross
income for federal income tax purposes.
Legislation affecting tax - exempt obligations is regularly considered by the United States
Congress and may also be considered by the State legislature. Court proceedings may also be
filed the outcome of which could modify the tax treatment of obligations such as the Bonds.
There can be no assurance that legislation enacted or proposed, or actions by a court, after the
date of issuance of the Bonds will not have an adverse effect on the tax status of interest on the
Bonds or the market value of the Bonds. These adverse effects could result, for example, from
changes to federal or state income tax rates, changes in the structure of federal or state income
taxes (including replacement with another type of tax), or repeal (or reduction in the benefit) of
the exclusion of interest on the Bonds from gross income for federal or state income tax purposes
for all or certain taxpayers.
For example, on September 12, 2011, President Obama's administration announced a
legislative proposal it called the American Jobs Act that could, among other things, result in
additional federal income tax for tax years beginning after 2012 on taxpayers that own tax -
exempt bonds, including the Bonds, if they have incomes above certain thresholds.
Prospective purchasers of the Bonds should consult their own tax advisers regarding
pending or proposed federal and state tax legislation and court proceedings, and prospective
purchasers of the Bonds at other than their original issuance at the respective prices indicated on
the cover of this Official Statement should also consult their own tax advisers regarding other tax
considerations such as the consequences of market discount, as to all of which Bond Counsel
expresses no opinion.
Bond Counsel's engagement with respect to the Bonds ends with the issuance of the
Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the City or the
owners of the Bonds regarding the tax status of interest thereon in the event of an audit
examination by the IRS. The IRS has a program to audit tax - exempt obligations to determine
whether the interest thereon is includible in gross income for federal income tax purposes. If the
IRS does audit the Bonds, under current IRS procedures, the IRS will treat the City as the
taxpayer and the beneficial owners of the Bonds will have only limited rights, if any, to obtain
and participate in judicial review of such audit. Any action of the IRS, including but not limited
to selection of the Bonds for audit, or the course or result of such audit, or an audit of other
obligations presenting similar tax issues, may affect the market value of the Bonds.
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Original Issue Discount and Original Issue Premium
g g
Certain of the Bonds ( "Discount Bonds ") as indicated on the cover of this Official
Statement were offered and sold to the public at an original issue discount ( "OID "). OID is the
excess of the stated redemption price at maturity (the principal amount) over the "issue price" of
a Discount Bond. The issue price of a Discount Bond is the initial offering price to the public
(other than to bond houses, brokers or similar persons acting in the capacity of underwriters or
wholesalers) at which a substantial amount of the Discount Bonds of the same maturity is sold
pursuant to that offering. For federal income tax purposes, OID accrues to the owner of a
Discount Bond over the period to maturity based on the constant yield method, compounded
semiannually (or over a shorter permitted compounding interval selected by the owner). The
portion of OID that accrues during the period of ownership of a Discount Bond (i) is interest
excluded from the owner's gross income for federal income tax purposes to the same extent, and
subject to the same considerations discussed above, as other interest on the Bonds, and (ii) is
added to the owner's tax basis for purposes of determining gain or loss on the maturity,
redemption, prior sale or other disposition of that Discount Bond. A purchaser of a Discount
Bond in the initial public offering at the price for that Discount Bond stated on the cover of this
Official Statement who holds that Discount Bond to maturity will realize no gain or loss upon the
retirement of that Discount Bond.
Certain of the Bonds ( "Premium Bonds ") as indicated on the cover of this Official
Statement were offered and sold to the public at a price in excess of their stated redemption price
(the principal amount) at maturity. That excess constitutes bond premium. For federal income
tax purposes, bond premium is amortized over the period to maturity of a Premium Bond, based
on the yield to maturity of that Premium Bond (or, in the case of a Premium Bond callable prior
to its stated maturity, the amortization period and yield may be required to be determined on the
basis of an earlier call date that results in the lowest yield on that Premium Bond), compounded
semiannually. No portion of that bond premium is deductible by the owner of a Premium Bond.
For purposes of determining the owner's gain or loss on the sale, redemption (including
redemption at maturity) or other disposition of a Premium Bond, the owner's tax basis in the
Premium Bond is reduced by the amount of bond premium that is amortized during the period of
ownership. As a result, an owner may realize taxable gain for federal income tax purposes from
the sale or other disposition of a Premium Bond for an amount equal to or less than the amount
paid by the owner for that Premium Bond. A purchaser of a Premium Bond in the initial public
offering at the price for that Premium Bond stated on the cover of this Official Statement who
holds that Premium Bond to maturity (or, in the case of a callable Premium Bond, to its earlier
call date that results in the lowest yield on that Premium Bond) will realize no gain or loss upon
the retirement of that Premium Bond.
Owners of Discount Bonds and Premium Bonds should consult their own tax advisers
as to the determination for federal income tax purposes of the amount of OID or bond
premium properly accruable or amortizable in any period with respect to the Discount Bonds
or Premium Bonds and as to other federal tax consequences and the treatment of OID and
bond premium for purposes of state and local taxes on, or based on, income.
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UNDERWRITING
The Bonds are being purchased by the Underwriters, subject to certain terms and
conditions set forth in the purchase contract between the City and the Underwriters, including the
delivery of opinions on certain legal matters related to the issuance of the Bonds by Bond
Counsel and the existence of no material adverse change in the condition of the City from that
set forth in the Official Statement.
The Bonds are being purchased at a purchase price of $ (representing a
principal amount of $ plus net original issue premium of $ and less
an underwriters' discount of $ ). The Bonds are offered for sale to the public at the
yields set forth on the cover page of this Official Statement. The Bonds may be offered and sold
to certain dealers at prices lower than such offering prices, and such public offering prices may
be changed from time to time by the Underwriters.
FINANCIAL ADVISOR
RBC Capital Markets, LLC, Miami, Florida is serving as financial advisor to the City and
has acted in such capacity with respect to the sale and issuance of the Bonds. The Financial
Advisor assisted in the preparation of this Official Statement and in other matters relating to the
planning, structuring and issuance of the Bonds. RBC Capital Markets, LLC did not engage in
any underwriting activities with regard to the issuance and sale of the Bonds. The Financial
Advisor is not obligated to undertake and has not undertaken to make an independent verification
or to assume responsibility for the accuracy, completeness or fairness of the information
contained in this Official Statement and is not obligated to review or ensure compliance with the
undertaking by the City to provide continuing secondary market disclosure. [RBC Capital
Markets, LLC may assist the City in bidding certain investments on behalf of the City which
may result in additional fees being paid to RBC Capital Markets, LLC.]
RATINGS
Moody's Investors Services, Inc. ( "Moody's ") and Standard & Poor's Rating Services
( "S &P ") have assigned ratings of and " " respectively, to the City's unenhanced general
obligation debt. Such ratings reflect only the views of such organizations and any desired
explanation of the significance of such ratings should be obtained from the rating agency
furnishing the same, at the following addresses: Moody's Investors Services, Inc., 7 World Trade
Center at 250 Greenwich Street, New York, New York 10007 and Standard & Poor's Rating
Services, 55 Water Street, New York, New York 10041. Generally, a rating agency bases its
rating on the information and materials furnished to it and on investigations, studies and
assumptions of its own. There is no assurance that any such ratings will continue for any given
period of time or that such ratings will not be revised downward or withdrawn entirely by the
rating agency concerned, if in the judgment of such rating agency, circumstances so warrant.
Any such downward revision or withdrawal of any such ratings may have an adverse effect on
the market price of the Bonds.
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LEGAL MATTERS
Certain legal matters incident to the issuance of the Bonds are subject to the legal opinion
of Squire, Sanders & Dempsey (US) LLP, Miami, Florida, Bond Counsel, whose legal opinion
will be available at the time of delivery of the Bonds. The proposed form of such opinion is
attached hereto as Appendix E. Certain legal matters will be passed upon for the City by Jose
Smith, City Attorney, and for the Underwriters by Greenberg Traurig, P.A., Miami, Florida,
Counsel to the Underwriters.
The actual legal opinion to be delivered by Bond Counsel may vary from the text of
Appendix E, if necessary, to reflect facts and law on the date of delivery of the Bonds. The
opinion will speak only as of its date and subsequent distribution of it by recirculation of this
Official Statement or otherwise shall not create any implication subsequent lication that subse uent to the date of the
opinion Bond Counsel has affirmed its opinion.
The legal opinion of Bond Counsel will be limited to the matters stated therein and will
make no statement regarding the accuracy and completeness of this Official Statement.
The legal opinion of Bond Counsel is based on existing law, which is subject to change.
Such opinion is further based on factual representations made to Bond Counsel as of the date
thereof Bond Counsel assumes no duty to update or supplement its opinion to reflect any facts
or circumstances, including changes in law that may thereafter occur or become effective.
The legal opinions to be delivered concurrently with the delivery of the Bonds express
the professional judgment of the attorneys rendering the opinions regarding the legal issues
expressly addressed therein. By rendering a legal opinion, the attorneys providing such opinion
do not become insurers or guarantors of the result indicated by that expression of professional
judgment, of the transaction on which the opinion is rendered, or of the future performance of
parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of any
legal dispute that may arise out of the transaction.
CONTINUING DISCLOSURE
The City will covenant for the benefit of Bondholders to provide certain financial
information and operating data relating to the City and the ad valorem taxes not later than 240
days following the end of each Fiscal Year ending on or after September 30, 2011 (the "Annual
Report"), and to provide, or cause to be provided, notices of the occurrence of certain
enumerated events. The Annual Report and notices of events will be filed with the Municipal
Securities Rulemaking Board. Digital Assurance Certification, L.L.C. will act as disclosure
dissemination agent for the City. The specific nature of the information to be contained in the
Annual Report and the notices of events is contained in "APPENDIX D — Form of Disclosure
Dissemination Agent Agreement." These covenants have been made in order to assist the
Underwriters in complying with S.E.C. Rule 15c2- 12(b)(5).
During the past five years, the City has complied in all material respects with its existing
undertakings pursuant to Rule 15c2- 12(b)(5).
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CONTINGENT FEES
The City has retained Bond Counsel and the Financial Advisor in connection with the
issuance of the Bonds. Payment of the fees of such professionals and the fees of Underwriters
and their counsel are each contingent upon the issuance of the Bonds.
VERIFICATION OF MATHEMATICAL COMPUTATIONS
The arithmetical accuracy of certain computations included in the schedules provided by
the Financial Advisor relating to the forecasted receipts of principal of and interest on the
Government Obligations to pay the principal of and interest on the Refunded Series 2003
General Obligation Bonds through and including their redemption date, and supporting the
conclusion of Bond Counsel that the Bonds do not constitute "arbitrage bonds" under Section
148 of the Code, was examined by Causey Demgen & Moore, Inc. Such computations were
based solely upon assumptions and information supplied by the Financial Advisor. Causey
Demgen & Moore, Inc. has restricted its procedures to examining the arithmetical accuracy of
certain computations and has not made any study or evaluation of the assumptions and
information upon which the computations are based and, accordingly, has not expressed an
opinion on the data used, the reasonableness of the assumptions, or the achievability of the
forecasted outcome.
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS
Florida law requires that the City make a full and fair disclosure of any bonds or other
debt obligations which it has issued or guaranteed and which are or have been in default as to
principal or interest at any time after December 31, 1975 (including bonds or other debt
obligations for which it has served as a conduit issuer). The City has not defaulted on the
payment of principal or interest with respect to bonds or other debt obligations issued by the City
at any time after December 31, 1975.
MISCELLANEOUS
All of the summaries or portions of the Resolution, the Act and any other documents
described herein are made subject to all of the detailed provisions of such acts or documents, to
which reference is hereby made for further information. The foregoing summaries do not
purport to be complete statements of any of the provisions of such acts or documents.
CERTIFICATE CONCERNING THE OFFICIAL STATEMENT
Concurrently with the delivery of the Bonds, the City will furnish its certificate, executed
by the Mayor and City Manager, to the effect that, to the best of their knowledge, this Official
Statement as of its date and as of the date of the delivery of the Bonds, does not contain an
untrue statement of a material fact and does not omit any material fact which should be included
therein for the purpose for which the Official Statement is to be used, or which is necessary to
make the statements contained therein, in light of the circumstances under which they were
made, not misleading.
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This Official Statement has been duly executed and delivered by the Mayor and the City
Manager of the City of Miami Beach, Florida.
CITY OF MIAMI BEACH, FLORIDA
By
Mayor
By
City Manager
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APPENDIX A
GENERAL INFORMATION REGARDING
THE CITY OF MIAMI BEACH, FLORIDA AND
MIAMI -DADE COUNTY, FLORIDA
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APPENDIX A
GENERAL INFORMATION REGARDING
THE CITY OF MIAMI BEACH
AND MIAMI -DADE COUNTY, FLORIDA
The following information pertaining to the City of Miami Beach, Florida (the "City ")
and Miami -Dade County, Florida (the "County ") is set forth for purposes of background only.
The Series 2011 General Obligation Bonds (the "Bonds ") are payable only from ad valorem
taxes assessed in an amount sufficient to pay the principal of and interest on the Bonds as they
become due, as described in this Official Statement. The full faith, credit, and taxing power of
the City have been irrevocably pledged to the punctual payment of the principal and interest as
they become due and payable.
INTRODUCTION
The City comprises seven square miles of land area and ten square miles of Biscayne
Bay. The climate is tropical with an average annual temperature of 75 degrees Fahrenheit, 24
degrees Celsius. The City is the home of the Art Deco Historic District, consisting of one of the
greatest concentrations of this style of architecture in the United States. Within this Historic
District is the world famous Ocean Drive, which has been called the "Riviera" of Florida. The
economy of the area is based on tourism. For fiscal year 2010, room rents, food and beverage
sales accounted for an estimated $1.8 billion in sales within the City. The population
demographics of the City have drastically changed over the last thirty years. In the 1980 Census,
the average age of the population was 65.3 years old. In the 2000 Census the average age had
declined to 43.7 years old, and the 2010 Census placed it at 40.3 years old. The City is a group
of islands between Biscayne Bay and the Atlantic Ocean and is connected to the mainland by
four causeways.
The County is the largest county in the southeastern United States in terms of population
and one of the largest in terms of land area. The County consists of 2,042 square miles of land
area. The population is clustered mainly along the coast, with the western area of the County
comprising a part of the Everglades. There are numerous incorporated municipalities in the
County, which include Miami, Hialeah and Coral Gables, as well as the City.
POPULATION
The U.S. Bureau of the Census estimated the population of the City to be 87,779 in 2010.
According to estimates of Miami -Dade County Department of Planning and Zoning, the City's
population is expected to be 98,028 by the year 2020 and the County's population is estimated to
be 2,496,435 for 2010, and the County estimates growth to 2,885,439 by 2020.
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Population, City of Miami Beach
and Miami -Dade County 1980 — 2010
City of Miami Miami -Dade
Year Beach Percent Change County Percent Change
1980 96,298 10.6% 1,625,598 28.2%
1990 92,639 (3.8) 1,937,094 19.2
2000 87,933 (5.3) 2,260,000 16.7
2010 87,779 (0.1) 2,496,435 10.5
Source: U.S. Census
Population Breakdown
City of Miami Beach, 1990 -2010
Age Group 1990 2000 2010
Under 18 14.2% 13.4% 12.8%
18 and over 85.8 86.6 87.2
21 and over 83.1 84.1 84.9
65 and over 23.4 19.2 16.2
Median Age: 44.5 39 40
Source: State of Florida Statistical Abstract.
GOVERNMENT
The City of Miami Beach is organized under the Commission -City Manager form of
government. The governing body is an elected City Commission of six members and an elected
Mayor. The City Commission sets policy for the administration of the City and appoints a City
Manager and a City Attorney. The City Attorney appoints his staff and the City Manager is
responsible for the appointment of the balance of the employees of the City. The City
Commissioners are elected to staggered four year terms and the Mayor is elected every two
years. Both the City Attorney and the City Manager serve at the pleasure of the City
Commission. The City Manager carries out the policies of the City Commission, directs the
operations of the City and, with the exception of the City Attorney's Office, has the power to
appoint or remove all heads of the various Departments.
The Mayor of the City is presently Matti Herrera Bower, whose term expires in
November 2011.
The current members of the City Commission and the expiration of their current terms of
office are:
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City Commission Members Expiration of Current Term
Edward L. Tobin, Vice Mayor November, 2011
Deede Weithorn November, 2011
Jonah Wolfson November, 2011
e
Jor g Exposito osito Novembe r 2013
Michael Gongora November, 2013
Jerry Libbin November, 2013
CERTAIN CITY STAFF MEMBERS
Jorge M. Gonzalez, City Manager
Jorge M. Gonzalez was selected on June 7, 2000 to serve as the City Manager of the City
and began serving the City on August 21, 2000. Prior to his appointment as the City Manager,
Mr. Gonzalez served as Senior Assistant Chief Administrative Officer in Montgomery County,
Maryland. From 1995 -1999, he served as an Assistant County Manager in Arlington County,
Virginia. Prior to that post, he served as the Assistant Director of Administration for the Center
for the Fine Arts in Miami -Dade County and as the Management Consultant for the Audit and
Management Services Department in Miami -Dade County. Mr. Gonzalez received both his
Bachelor of Arts degree in Politics and Public Affairs and his Masters degree in Public
Administration from the University of Miami.
Patricia D. Walker, Chief Financial Officer
Patricia D. Walker was appointed Chief Financial Officer for the City of Miami Beach in
March 1997. Prior to that appointment, she served as Director of Airports for Broward County,
Florida from 1994 -1997, and in other Broward County Aviation Department positions from
1991 -1994, as Director of Finance of the Broward County Aviation Department in 1992, as
Executive Assistant to the Aviation Director of the Broward County Aviation Department from
1991 -1992, in various Dade County Aviation Department positions from 1978 -1990, and at Price
Waterhouse & Co. from 1973 -1978. Ms. Walker has a B.S. in Accounting from Florida State
University and an M.S.M in Accounting from Florida International University. She has been a
Certified Public Accountant in Florida since 1974.
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SCOPE OF SERVICES
The City provides a full range of municipal services, including police and fire protection,
recreational activities, parks, cultural events, sanitation services, water, sewer and storm water
services, community services, and the construction of and maintenance of streets and
infrastructure.
ECONOMIC AND DEMOGRAPHIC DATA
INCOME
The mean family income for Miami Beach increased by 8.6 percent; from $69,980 in
2000 to $76,029 in 2009. This compares to growth rates experienced by Miami-Dade County,
which experienced a mean family growth rate of approximately 20 percent during the same
period. The mean family income for Miami Beach exceeded that of Miami-Dade County by
approximately 33 percent in 2000 and 20 percent in 2009.
Mean Family Incomes 2000-2009
2000 2009 `)/0 CHANGE
Miami Beach $69,980 $76,029 8.6%
Miami-Dade County 52,753 63,299 20.0
Source: U.S. Bureau of Census.
Per Capita Personal Income
(Current Dollars)
2004-2009
Miami-Dade County (1) Florida (2) United States (2)
Current
Year Dollars % of U.S. Current Dollars % of U.S. Current Dollars
2004 $29,817 88.0% $33,540 98.9% $33,881
2005 32,025 90.4 34,798 100.5 34,757
2006 33.712 89.9 38,161 100.2 36,714
2007 35,368 93.8 39,036 99.0 39,392
2008 35,887 89.3 39,064 91.2 40,166
2009 22,619 77.9 26,503 91.2 29,050
Source: (1) Miami Dade County Planning & Zoning Department; Florida Legislature Office of Economic
Sz, Demographic Research
(2) U.S. Department of Commerce-Bureau of Economic Analysis
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Ten Largest Public and Private Employers
e
g
Located in Miami -Dade County
Public Employers Private Employers
Miami -Dade County Public 16,000
Schools 48,571 University of Miami
Miami -Dade County 29,000 Baptist Health South Florida 13,376
Federal Government 19,500 Publix Supermarkets 10,800
Florida State Government 17,100 American Airlines 9,000
Jackson Health System 12,571 Precision Response Corporation 5,000
Florida International University 8,000 Florida Power & Light Co. 3,840
Miami -Dade College 6,200 Carnival Cruise Lines 3,500
City of Miami 4,309 Winn -Dixie Stores 3,400
Homestead Air Force Base 2,700 BellSouth/AT &T 3,100
VA Medical Center 2,385 Mount Sinai Health Center 3,000
Source: City of Miami Beach, Comprehensive Annual Financial Report 2010; Beacon Council
BUILDING PERMITS
The following is a calculation of the total value of the Building Permits issued by the City
during the past 10 years.
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City of Miami Beach, Florida
Value of Building Permits Issued
Fiscal Years 2000 -2009
Fiscal Year Number of Permits Total Value
2000 9,209 $610,692,664
2001 9,764 576,222,306
2002 10,651 622,602,436
2003 11,134 938,906,800
2004 11,368 577,575,403
2005 12,837 1,235,909,151
2006 12,226 1,177,266,348
2007 12,729 1,165,346,1 18
2008 11,056 1,109,923,131
2009 10,277 567,660,721
2010 10,196 292,923,784
Source: City of Miami Beach, Florida
DIRECT AND OVERLAPPING TAX RATES
The following table summarizes the direct and overlapping tax (millage) rates for the past
ten years. As shown in the following table, the City has reduced its tax rates over the past 10
years.
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City of Miami Beach, Florida
Direct and Overlapping Tax Rates
(rate per $1,000 of Assessed Value)
For Last Ten Fiscal Years
City of Miami Beach
Direct Rates Overlapping Rates
Fiscal Year Debt Total School
Ended Operating Service Direct District County State
September 30 Millage Millage Millage Millage Millage Millage _ _ Total
2001 7.399 1.156 8.555 9.617 6.754 0.738 25.664
2002 7.299 1.077 8.376 9.376 6.716 0.736 25.204
2003 7.299 1.023 8.322 9.252 6.765 0.736 25.075
2004 7.299 0.874 8.173 9.100 7.240 0.736 25.249
2005 7.425 0.748 8.173 8.687 7.150 0.736 24.746
2006 7.481 0.592 8.073 8.438 7.035 0.736 24.281
2007 7.374 0.299 7.673 8.105 6.808 0.736 23.322
2008 5.656 0.242 5.898 7.948 5.671 0.659 20.175
2009 5.656 0.238 5.893 7.797 5.926 0.659 20.275
2010 5.656 0.257 5.913 7.995 6.005 0.659 20.572
Source: City of Miami Beach, Comprehensive Annual Financial Report 2010; Miami -Dade
County, Florida Department of Property Appraisal 2010 Millage Table
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City of Miami Beach, Florida
Property Tax Levies and Collections
Fiscal Years 2000 — 2009
Collected within the
Fiscal year of the Levy
Tax Total Amount Percentage
Year Tax Levy of Levy
2000 67,851,578 68,603,879 101.1
2001 74,551,3 84 75,205,177 100.9
2002 83,590,412 80,460,485 96.3
2003 93,492,337 90,447,232 96.7
2004 109,298,076 1 07,543,916 98.4
2005 133,573,759 131,074,911 98.1
2006 164,807,822 161,325,469 97.9
2007 146,418,406 143,531,846 98.0
2008 144,907,833 139,669,839 96.4
2009 129,758,839 123,107,891 94.9
Source: City of Miami Beach, Comprehensive Annual Financial Report 2010
(1) Assessments as of January 1 of the year listed; bills mailed in October of that
year; taxes become delinquent at the end of April of the subsequent year.
(2) Breakdown between current and delinquent collections not available.
Collections represent total of current and delinquent collection received during
the year.
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City of Miami Beach
Ten Largest Taxpayers 2010
Percentage of
Certified
Taxable Assessed Taxable
Owner Type of Property Value Assessed Value
MB Redev. Inc. /Loews Hotel Hotel $280,000,000 1.13%
MCZ /Centrum Flamingo III
LLC Apartments 172,183,094 0.70
Fontainebleau Florida Hotel Hotel
LLC 136,229,487 0.55
Di Lido Beach Hotel Corp. Hotel 130,000,000 0.53
MCZ /Centrum Flamingo II Apartments
LLC 93,000,000 0.38
Philips South Beach LLC Hotel 83,435,043 0.34
Sandy Lane Residential LLC Apartments 79,519,415 0.32
Royal Palm Hotel Prop LLC Apartments 79,385,373 0.32
City National Bank of Apartments
Florida 78,252,750 0.32
2201 Collins Fee LLC Apartments 68,727,288 0.28
TOTAL $1,200,732,450 4.87%
Source: 2010 Miami -Dade County, Florida Ad Valorem Assessment Roll for the City of Miami
Beach; City of Miami Beach, Comprehensive Annual Financial Report 2010
FILM AND PRINT INDUSTRY
The film and print industry has become an important part of the Miami Beach economy.
Many international talent and model agencies have located in the City. In 2010, this industry
spent an approximate of $173 million in Miami -Dade County for the production of movies and
photographs.
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Film and Print Industry
Permits Issued and Production Budgets
For the Fiscal Years 2006 -2010
Fiscal Permits Production
Year Issued Budgets (1)
2006 1,280 $55,000,293
2007 1,563 60,760,315
2008 1,232 30,706,390
25,962,720
2009 1150
2010 1236 173,669,669
Source: City of Miami Beach Comprehensive Financial Report 2010; City of
Miami Beach, Florida Department of Tourism and Cultural Development
(1) Estimates as reported on City of Miami Beach Permit Applications
CONVENTION AND MEETING ACTIVITY
Miami -Dade County and the Miami Beach Convention Center host a large number of
conventions each year.
Number of Number of Room
Year Delegates Nights Total Expenditures
2000 943,740 2,581,948 $1,034,134,428
2001 955,500 2,711,045 1,085,841,149
2002 907,725 2,575,493 1 ,140,133,206
2003 925,880 2,614,125 1,197,139,867
2004 900,881 2,543,544 1,245,025,461
2005 945,925 2,670,721 1,307,276,734
2006 927,006 2,617,307 1,372,640,571
2007 1,005,802 2,839,778 1,441,272,600
2008 905,222 2,555,800 1,354,796,244
2009 932,378 2,632,474 1,395,440,131
2010 995,000 2,750,935 1,500,098,141
Source: City of Miami Beach, Florida
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TOURISM AND VISITOR ACTIVITY
DOMESTIC AND INTERNATIONAL OVERNIGHT VISITORS
MIAMI -DADE COUNTY 2007 -2009
(000'S)
Origin 2007 2008 2009
South America: 2,324.1 2,480.1 2,549.5
Caribbean: 683.4 702.1 682.1
Central America: 511.1 540.0 517.3
Europe: 1,294.0 1,360.6 1,279.0
Canada: 556.0 573.5 537.7
Other International: 124.3 130.9 118.8
Total International 5,492.9 5,787.2 5,684.4
Total Domestic 6,473.0 6,341.4 6,251.5
Total Overnight 11,965.9 12,128.6 11,935.9
Expenditures (1)
Domestic $ 7,145.9 $ 6,556.9 $ 5,954.1
International 10,759.3 10,774.6 11,156.5
Total Expenditures 17,905.2 17,331.5 23,064.7
Source: Greater Miami Convention and Visitors Bureau
(1) Average Daily Expenditures
Overnight Visitors by Region
2007 2008 2009
Miami Beach 40.9% 40.1% 45.1%
Downtown Miami 16.6 19.2 17.6
N. Miami - Dade /Sunny 13.2 12.7 12.5
Isle
Airport Area 10.5 9.8 11.4
Grove /Gables /Biscayne 12.5 13.1 10.2
S. Miami -Dade 6.3 5.9 3.9
Source: Greater Miami Convention and Visitors Bureau
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TRANSPORTATION
Miami -Dade County has a comprehensive transportation network designed to meet the
needs of residents, travelers and area businesses. The County's internal transportation system
includes Metrorail, a 22.4 mile above - ground system connecting South Miami -Dade and the City
of Hialeah with the Downtown and Civic Center areas. Metromover, a 4.4 mile automated loop,
carries passengers around downtown Miami, Brickell Avenue and the Omni shopping center
areas. Miami -Dade County's Metrobus operating over 32.6 million miles per year and over 115
million passenger trips annually. The County also provides para- transit services to qualified
riders in the amount of 1.6 million passenger trips annually. Cargo rail service is available from
both Miami International Airport and the Port of Miami, and Amtrak has a passenger station in
the City of Miami. Tri -Rail, a 72 -mile train system, links West Palm Beach, Boca Raton, Fort
Lauderdale, Hollywood and Miami International Airport.
Miami International Airport. Miami International Airport is one of the busiest airports in
the world for both passengers and cargo traffic. It ranks twelfth in the nation and twenty -fifth in
the world in passenger traffic through the airport. The airport ranks third in the nation and
eleventh in the world in tonnage of domestic and international cargo movement. In 2009 over 33
million air travelers were serviced by Miami International Airport, and approximately 2.08
million tons of cargo was handled. More than 88 airlines serve Miami International Airport,
flying passengers to more than 150 destinations around the globe.
Port of Miami. The Port of Miami, known as the "cruise capital of the world," is
operated by the Seaport Department of Miami -Dade County. In fiscal year 2009, approximately
4.1 million passengers sailed from the Port of Miami aboard one of the eight cruise companies
who operate out of Miami. The Port of Miami is also a hub for Caribbean and Latin American
commerce. These countries account for over half of the 7.4 million tons of cargo transferred
through the Port of Miami in 2008. The Port of Miami is also reaching out to the global
community where trade with Asian countries accounted for almost 23% of the total cargo
handled at the Port of Miami. The Port of Miami is also important to the U.S. economy,
contributing in excess of $17 billion annually.
RECREATION
There are numerous parks and playgrounds in the City of Miami Beach. Each park
provides different amenities, from tennis and bocce courts to swimming pools and tot lots, to
Vita courses and barbecue pits. There are four Vita courses, two swimming pools, and numerous
tennis courts, including the Holtz Tennis Stadium which houses championship, professional and
amateur tournaments.
Offshore, the Gulf Stream provides a variety of game fish, while the Miami Beach
Marina provides an abundance of space to house boats as well as direct access to the Atlantic
Ocean and Gulf Stream. The Marina is a private development on City owned bay front land in
the South Pointe area. Renovation has increased the number of boat slips to 388 making the
Marina the largest in the area and a first class facility.
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In the north part of the City, the public can enjoy a leisurely sail in the quiet waters of
Biscayne Bay from the Miami Beach Sailport. The facility, though open to all ages, was
specially designed to teach young adults the basic art of sailing on small prams.
The City owns two championship golf courses and one Par 3 course that are open to the
public. The two championship courses, Miami Beach Golf Course and Normandy, offer a
clubhouse complete with a restaurant, lounge and pro shop.
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APPENDIX B
GENERAL PURPOSE FINANCIAL STATEMENTS FOR
FISCAL YEAR ENDED SEPTEMBER 30, 2010
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APPENDIX C
THE RESOLUTION
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APPENDIX D
CONTINUING DISCLOSURE COMMITMENT
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1
APPENDIX E
FORM OF APPROVING OPINION OF BOND COUNSEL
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CITY OF MIAMI BEACH, FLORIDA
and
U.S. BANK NATIONAL ASSOCIATION,
as Escrow Agent
ESCROW DEPOSIT AGREEMENT
Relating to
GENERAL OBLIGATION BONDS,
SERIES 2003
DATED AS OF , 2011
MIAMI /4271190.1
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