2015-29176 Reso RESOLUTION NO. 2015-29176
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA AUTHORIZING THE ISSUANCE OF NOT
TO EXCEED $80,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY
OF MIAMI BEACH, FLORIDA PARKING REVENUE BONDS, SERIES 2015,
FOR THE PRINCIPAL PURPOSE OF PAYING THE COST OF CERTAIN
IMPROVEMENTS TO THE PARKING SYSTEM, PURSUANT TO SECTION
209 OF RESOLUTION NO. 2010-27491 ADOPTED BY THE CITY ON
SEPTEMBER 20, 2010; PROVIDING THAT SAID SERIES 2015 BONDS AND
INTEREST THEREON SHALL BE PAYABLE SOLELY AS PROVIDED IN
SAID RESOLUTION NO. 2010-27491 AND THIS RESOLUTION;
PROVIDING CERTAIN DETAILS OF THE SERIES 2015 BONDS;
DELEGATING OTHER DETAILS AND MATTERS IN CONNECTION WITH
THE ISSUANCE OF THE SERIES 2015 BONDS, INCLUDING WHETHER
THE SERIES 2015 BONDS SHALL NOT BE SECURED BY THE RESERVE
ACCOUNT AND WHETHER TO SECURE A CREDIT FACILITY AND/OR A
RESERVE ACCOUNT INSURANCE POLICY, TO THE CITY MANAGER,
WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN;
APPOINTING UNDERWRITERS, A BOND REGISTRAR AND A
DISCLOSURE DISSEMINATION AGENT; AUTHORIZING THE
NEGOTIATED SALE OF THE SERIES 2015 BONDS AND APPROVING THE
FORM OF AND AUTHORIZING THE EXECUTION OF A BOND
PURCHASE AGREEMENT; AUTHORIZING AND DIRECTING THE BOND
REGISTRAR TO AUTHENTICATE AND DELIVER THE SERIES 2015
BONDS; APPROVING THE FORM OF AND DISTRIBUTION OF A
PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT
AND AUTHORIZING THE EXECUTION OF THE OFFICIAL STATEMENT;
PROVIDING FOR THE APPLICATION OF THE PROCEEDS OF THE
SERIES 2015 BONDS AND CREATING CERTAIN FUNDS, ACCOUNTS
AND SUBACCOUNTS; AUTHORIZING A BOOK-ENTRY REGISTRATION
SYSTEM WITH RESPECT TO THE SERIES 2015 BONDS; COVENANTING
TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE
SERIES 2015 BONDS AND APPROVING THE FORM OF AND
AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING
DISCLOSURE AGREEMENT; AUTHORIZING OFFICERS AND
EMPLOYEES OF THE CITY TO TAKE ALL NECESSARY RELATED
ACTIONS; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City of Miami Beach, Florida (the "City") currently owns, maintains and
operates a Parking System (as such term and all other capitalized terms used in this resolution
and not defined herein are defined in the hereinafter described Original Resolution); and
WHEREAS, the City has heretofore issued its (i) $17,155,000 original principal amount
of City of Miami Beach, Florida Parking Revenue Refunding Bonds, Series 2010A, currently
Outstanding in the principal amount of $10,395,000, and (ii) $27,405,000 original principal
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amount of City of Miami Beach, Florida Parking Revenue Bonds, Series 2010B, all of which are
currently Outstanding, pursuant to Resolution No. 2010-27491 adopted by the Commission on
September 20, 2010 (the "Original Resolution" and as amended and supplemented from time to
time, the "Bond Resolution"); and
WHEREAS, the City has determined that certain improvements to the Parking System as
more particularly described in Exhibit A attached hereto and made a part hereof (the "Series
2015 Project") are necessary and desirable; and
WHEREAS, Section 209 of the Original Resolution provides for the issuance of
Additional Bonds under the Bond Resolution for the principal purpose of paying all or any part
of the Cost of any Improvements, upon meeting certain conditions contained in said Section 209;
and
WHEREAS, the Series 2015 Project constitutes Improvements under the Bond
Resolution; and
WHEREAS, the City has determined that it is desirable to issue Additional Bonds (the
"Series 2015 Bonds") pursuant to the provisions of Section 209 of the Original Resolution and
this resolution, which constitutes a Series Resolution for the Series 2015 Bonds under the Bond
Resolution, for the purpose of paying, together with any other available moneys of the City, the
Cost of the Series 2015 Project and funding as necessary the Reserve Account; and
WHEREAS, the Commission has determined that it is in the best interest of the City to
delegate to the City Manager, who shall rely upon the recommendations of the Chief Financial
Officer and RBC Capital Markets, LLC, formerly RBC Capital Markets Corporation, the City's
Financial Advisor, the determination of various terms of the Series 2015 Bonds, whether the
Series 2015 Bonds shall not be secured by the Reserve Account, whether to secure a Credit
Facility and/or Reserve Account Insurance Policy with respect to the Series 2015 Bonds, the
final award of the Series 2015 Bonds and certain other actions in connection with the issuance of
the Series 2015 Bonds, all as provided and subject to the limitations contained herein; and
WHEREAS, the City has determined that due to the character of the Series 2015 Bonds,
current favorable market conditions, the uncertainty inherent in a competitive bidding process
and the recommendations of the Financial Advisor, it is in the best interest of the City to
authorize the negotiated sale of the Series 2015 Bonds; and
WHEREAS, in connection with the issuance of the Series 2015 Bonds, the requirements
of Ordinance No. 2007-3582, adopted by the Commission on November 21, 2007, including the
holding of two public hearings, have been complied with prior to the adoption of this Series
Resolution;
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA:
SECTION 1. The above recitals are incorporated herein as findings.
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SECTION 2. A Series of Additional Bonds of the City in an aggregate principal amount
not to exceed $80,000,000 is authorized to be issued pursuant to, and subject to the conditions of,
Section 209 of the Original Resolution and the authority granted to the City by the Act, for the
purpose of paying, together with any other available moneys, the Cost of the Series 2015 Project
and funding as necessary the Reserve Account. The Series 2015 Bonds shall be designated "City
of Miami Beach, Florida Parking Revenue Bonds, Series 2015," shall be issued as Current
Interest Bonds, shall be issued in fully registered form as provided in Section 202 of the Original
Resolution, shall be in the denominations of$5,000 or any whole multiple thereof and shall be
numbered R-1 upwards.
The Series 2015 Bonds shall be issued in such aggregate principal amount, shall be dated
and issued at such time or times, shall be in the form of Serial Bonds and/or Term Bonds, shall
have such Interest Payment Dates, shall bear interest at such fixed rates, but not to exceed the
maximum rate permitted by law, shall be stated to mature on such dates, but not later than
September 30, 2045, as to any Term Bonds, shall have Amortization Requirements payable in
such amounts and on such dates, and shall be subject to redemption prior to maturity, all as shall
be determined by the City Manager, after consultation with the Chief Financial Officer and the
Financial Advisor, and specified in a certificate of the Mayor executed on or prior to the date of
initial issuance of the Series 2015 Bonds (the "Series 2015 Mayor's Certificate"). Term Bonds,
if any, will be subject to mandatory redemption at par, without premium, each year in amounts
equal to the respective Amortization Requirements therefor. Principal of and interest and
redemption premium, if any, on the Series 2015 Bonds shall be payable in accordance with the
provisions of the Bond Resolution. The execution of the Series 2015 Mayor's Certificate shall
be conclusive evidence of the City's approval of the details of the Series 2015 Bonds.
If the City Manager determines, in reliance upon the recommendations of the Chief
Financial Officer and the Financial Advisor, that there is an economic benefit to the City to
secure and pay for a Credit Facility and/or a Reserve Account Insurance Policy with respect to
all or a portion of the Series 2015 Bonds, the City Manager is authorized to secure a Credit
Facility and/or a Reserve Account Insurance Policy with respect to all or a portion of the Series
2015 Bonds. The City Manager is authorized to provide for the payment of any premiums for
such Credit Facility and/or Reserve Account Insurance Policy from the proceeds of the Series
2015 Bonds. The Mayor is authorized, after consultation with the City Attorney, to enter into,
execute and deliver such agreements as may be necessary to secure such Credit Facility and/or
Reserve Account Insurance Policy, the execution and delivery by the Mayor of any such
agreements for and on behalf of the City to be conclusive evidence of the City's approval of
securing such Credit Facility and/or Reserve Account Insurance Policy and of such agreements.
Any agreements with any providers of Credit Facility and/or Reserve Account Insurance Policy
shall supplement and be in addition to the provisions of the Bond Resolution.
SECTION 3. In accordance with the provisions of the Bond Resolution, the Series 2015
Bonds shall be limited obligations of the City payable solely from the Net Revenues and, to the
extent provided in the Bond Resolution, from certain Funds and Accounts which are pledged to
the payment thereof in the manner provided in the Bond Resolution, and nothing shall be
construed as obligating the City to pay the principal, interest and premium, if any, thereon except
from the Net Revenues and, to the extent provided in the Bond Resolution, said Funds and
Accounts or as pledging the full faith and credit of the City or any form of taxation whatever to
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such payments; provided, however, that to the extent so determined by the City Manager, in
reliance upon the recommendations of the Chief Financial Officer and the Financial Advisor, the
Series 2015 Bonds shall not be secured by, nor payable from moneys, Reserve Account
Insurance Policies or Reserve Account Letters of Credit on deposit in, the Reserve Account
created under the Bond Resolution.
SECTION 4. It is hereby found and determined that due to the character of the Series
2015 Bonds, current favorable market conditions, the uncertainty inherent in a competitive
bidding process and the recommendations of the Financial Advisor, the negotiated sale of the
Series 2015 Bonds is in the best interest of the City. The negotiated sale of the Series 2015
Bonds to J.P. Morgan Securities LLC (the "Senior Managing Underwriter") on behalf of itself
and SunTrust Robinson Humphrey, Inc. and Estrada Hinojosa & Company, Inc. (collectively
with the Senior Managing Underwriter, the "Underwriters") is hereby authorized at a purchase
price (not including original issue premium or original issue discount) of not less than 99% of the
aggregate principal amount of the Series 2015 Bonds (the "Minimum Purchase Price") and at a
true interest cost rate ("TIC") not to exceed 6.00% (the "Maximum TIC"). The City Manager,
after consultation with the Chief Financial Officer and the Financial Advisor, is hereby
authorized to award the Series 2015 Bonds to the Underwriters at a purchase price of not less
than the Minimum Purchase Price and at a TIC not in excess of the Maximum TIC. The
execution and delivery of the Series 2015 Bond Purchase Agreement (as hereinafter defined) for
and on behalf of the City by the Mayor shall be conclusive evidence of the City's acceptance of
the Underwriters' proposal to purchase the Series 2015 Bonds.
SECTION 5. Upon compliance with the requirements of Section 218.385, Florida
Statutes, by the Underwriters, the Commission hereby authorizes the Mayor to execute and
deliver a Bond Purchase Agreement for the Series 2015 Bonds (the "Series 2015 Bond Purchase
Agreement") for and on behalf of the City, in substantially the form presented at the meeting at
which this Series Resolution was considered, subject to such changes, modifications, insertions
and omissions and such filling-in of blanks therein as may be determined and approved by the
City Manager, after consultation with the Chief Financial Officer and the City Attorney. The
execution of the Series 2015 Bond Purchase Agreement for and on behalf of the City by the
Mayor shall be conclusive evidence of the City's approval of the Series 2015 Bond Purchase
Agreement.
SECTION 6. The Bond Registrar is hereby authorized and directed to authenticate the
Series 2015 Bonds and to deliver the Series 2015 Bonds to or upon the order of the Underwriters
upon payment of the purchase price, as shall be set forth in the Series 2015 Bond Purchase
Agreement, and satisfaction of the conditions contained in Section 209 of the Original
Resolution.
SECTION 7. The proposed Preliminary Official Statement (the "Series 2015
Preliminary Official Statement") and Official Statement (the "Series 2015 Official Statement")
in connection with the issuance of the Series 2015 Bonds are hereby approved in substantially
the form of the Series 2015 Preliminary Official Statement presented at the meeting at which this
Series Resolution was considered, subject to such changes, modifications, insertions and
omissions and such filling-in of blanks therein as may be determined and approved by the City
Manager, after consultation with the Chief Financial Officer and *the City Attorney. The
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execution of the Series 2015 Official Statement, for and on behalf of the City by the Mayor and
the City Manager shall be conclusive evidence of the City's approval of the Series 2015
Preliminary Official Statement and the Series 2015 Official Statement. The distribution of said
Series 2015 Preliminary Official Statement in connection with the marketing of the Series 2015
Bonds and the execution and delivery of the Series 2015 Official Statement by the Mayor and the
City Manager are hereby authorized. The Mayor or his designee, after consultation with the
Chief Financial Officer and the City Attorney, is hereby authorized to make any necessary
certifications to the Underwriters regarding a near final or deemed final preliminary official
statement, if and to the extent required by Rule 15c2-12 of the United States Securities and
Exchange Commission (the "Rule").
SECTION 8. The proceeds of the Series 2015 Bonds shall be applied in accordance
with the provisions of Section 209 of the Original Resolution and this Series Resolution, all as
specified in a certificate of the Chief Financial Officer delivered concurrently with the issuance
of the Series 2015 Bonds, including, to the extent provided in such certificate, for the payment of
interest accruing on the Series 2015 Bonds prior to, during and after construction of the Series
2015 Project.
In accordance with the provisions of the Bond Resolution, there is hereby created within
the Construction Fund a "Series 2015 Construction Account" and within said Series 2015
Construction Account, a "Series 2015 Construction Subaccount" for the deposit of proceeds of
the Series 2015 Bonds to be applied to the payment of the Cost of the Series 2015 Project, other
than the portion thereof representing expenses incurred in the issuance of the Series 2015 Bonds,
and a "Series 2015 Cost of Issuance Subaccount" for the deposit of proceeds of the Series 2015
Bonds to be applied to the payment of expenses incurred in the issuance of the Series 2015
Bonds.
The proceeds of the Series 2015 Bonds shall be invested in accordance with the
provisions of Section 602 of the Original Resolution in Investment Obligations as determined by
the Chief Financial Officer.
SECTION 9. In connection with the issuance of the Series 2015 Bonds and for the
purpose of complying with the covenants contained in Section 605 of the Original Resolution,
there is hereby created a special fund designated "Series 2015 Arbitrage Rebate Fund," which
shall be held by the City and constitute an Arbitrage Rebate Fund under the Bond Resolution.
SECTION 10. The Series 2015 Bonds shall be executed in the form and manner
provided in the Bond Resolution. The Series 2015 Bonds are hereby authorized to be issued
initially in book-entry form and registered in the name of The Depository Trust Company, New
York, New York ("DTC"), or its nominee which will act as securities depository for the Series
2015 Bonds. The Chief Financial Officer is hereby authorized and directed to execute any
necessary letters of representations with DTC and, notwithstanding the provisions of the Bond
Resolution, to do all other things, comply with all requirements and execute all other such
documents as are incidental to such book-entry system. In the event a book-entry system for the
Series 2015 Bonds ceases to be in effect, the Series 2015 Bonds shall be issued in fully
certificated form.
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SECTION 11. For the benefit of the Holders and beneficial owners from time to time of
the Series 2015 Bonds, the City agrees, in accordance with and as the only obligated person with
respect to the Series 2015 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, the Chief Financial Officer is hereby
authorized and directed to enter into and deliver, in the name and on behalf of the City, a
Disclosure Dissemination Agent Agreement (the "Series 2015 Continuing Disclosure
Agreement"), with Digital Assurance Certification, L.L.C. ("DAC"), which is hereby appointed
as disclosure dissemination agent with respect to the Series 2015 Bonds, in substantially the form
presented at the meeting at which this Series Resolution was considered, subject to such changes,
modifications, insertions and omissions and such filling-in of blanks therein as may be
determined and approved by the Chief Financial Officer, after consultation with the City
Attorney. The execution of the Series 2015 Continuing Disclosure Agreement, for and on behalf
of the City by the Chief Financial Officer, shall be deemed conclusive evidence of the City's
approval of the Series 2015 Continuing Disclosure Agreement. Notwithstanding any other
provisions of the Bond Resolution, including this Series Resolution, any failure by the City to
comply with any provisions of the Series 2015 Continuing Disclosure Agreement shall not
constitute an Event of Default under the Bond Resolution and the remedies therefor shall be
solely as provided in the Series 2015 Continuing Disclosure Agreement.
The Chief Financial Officer is further authorized to establish procedures in order to
ensure compliance by the City with the Series 2015 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, as appropriate, the City Attorney
or Bond Counsel. The Chief Financial Officer, acting in the name and on behalf of the City,
shall be entitled to rely upon any legal advice provided by the City Attorney or Bond Counsel in
determining whether a filing should be made.
SECTION 12. U.S. Bank National Association is hereby appointed as Bond Registrar for
the Series 2015 Bonds.
SECTION 13. In any case where the date of maturity of interest on or principal of the
Series 2015 Bonds or the date fixed for redemption of Series 2015 Bonds shall not be a business
day, then payment of such interest or principal or redemption price need not be made by the
Bond Registrar on such date but may be made on the next succeeding business day with the same
force and effect as if made on the date of maturity or the date fixed for redemption, and no
interest shall accrue for the period after such date of maturity or redemption.
SECTION 14. The officers, agents and employees of the City, the Bond Registrar and
DAC are hereby authorized and directed to do all acts and things and execute and deliver all
documents, agreements and certificates required of them by the provisions of the Series 2015
Bonds, the Bond Resolution, the Series 2015 Bond Purchase Agreement, the Series 2015
Continuing Disclosure Agreement and this Series Resolution, for the full, punctual and complete
performance of all the terms, covenants, provisions and agreements of the Series 2015 Bonds,
the Bond Resolution, the Series 2015 Bond Purchase Agreement, the Series 2015 Continuing
Disclosure Agreement and this Series Resolution.
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SECTION 15. This Series Resolution shall become effective immediately upon its
adoption.
PASSED AND ADOPTED this If day of October, 2015.
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