Resolution 2019-30754 RESOLUTION NO: 2019-30754
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE ISSUANCE
OF NOT TO EXCEED $185,000,000 IN AGGREGATE PRINCIPAL
AMOUNT OF CITY OF MIAMI BEACH, FLORIDA GENERAL
OBLIGATION AND REFUNDING BONDS, SERIES 2019, TO PAY
COSTS OF A PORTION OF A PROJECT DESCRIBED HEREIN,
REFUND ALL OR A PORTION OF THE CITY'S OUTSTANDING
GENERAL OBLIGATION BONDS, SERIES 2003, AND PAY COSTS OF
ISSUANCE; PROVIDING THAT SUCH GENERAL OBLIGATION AND
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 AND 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 CITY MANAGER;
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
AND REDEMPTION OF THE REFUNDED BONDS; APPROVING THE
FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY
OF AN ESCROW DEPOSIT AGREEMENT AND APPOINTING AN
ESCROW AGENT THEREUNDER; APPOINTING A PAYING AGENT
AND A BOND REGISTRAR; PROVIDING FOR A PRELIMINARY
OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION
AND DELIVERY 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; AUTHORIZING A BOOK-
ENTRY REGISTRATION SYSTEM FOR THE BONDS; AUTHORIZING
CERTAIN OFFICIALS AND EMPLOYEES OF THE CITY TO TAKE
ALL NECESSARY RELATED ACTIONS; 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
bond referendum to decide whether the City should be authorized to issue not exceeding
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$9,720,000 in principal amount of general obligation bonds (the "1999 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 "1999 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 "1999 Neighborhood General
Obligation Bonds" and, together with the 1999 Fire Safety General Obligation Bonds and the
1999 Parks and Beaches General Obligation Bonds, the "1999 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 1999
General Obligation Bonds was approved by the electorate of the City in accordance with the
applicable laws of the State of Florida; and
WHEREAS, the Commission adopted Resolution No. 99-23362 on November 3, 1999
adopting the certification by the Supervisor of Elections of Miami-Dade County, Florida, of the
results of such bond referenda approving the issuance of the 1999 General Obligation Bonds; and
WHEREAS, on July 22, 2003, the City issued $62,465,000 in aggregate principal amount
of the 1999 General Obligation Bonds consisting of(i) $690,000 in principal amount of the 1999
Fire Safety General Obligation Bonds, (ii) $15,600,000 in principal amount of the 1999 Parks
and Beaches General Obligation Bonds, and (iii) $46,175,000 in principal amount of the 1999
Neighborhood General Obligation Bonds, designated "City of Miami Beach, Florida General
Obligation Bonds, Series 2003," currently outstanding in the aggregate principal amount of
$28,080,000 (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
2003 General Obligation Bonds, as shall be determined by the City Manager in accordance with
the provisions contained herein; and
WHEREAS, on July 25, 2018, the Commission adopted Resolution No. 2018-30440
calling for a special election on November 6, 2018 to submit to the electorate of the City a bond
referendum to decide whether the City should be authorized to issue not exceeding $72,000,000
in principal amount of general obligation bonds (the "Public Safety General Obligation Bonds")
to improve the City's police, fire and public safety facilities, equipment and technology and to
improve lighting and security throughout the City(the"Public Safety Projects"); and
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WHEREAS, on July 25, 2018, the Commission also adopted Resolution No. 2018-30441
calling for a special election on November 6, 2018 to submit to the electorate of the City a bond
referendum to decide whether the City should be authorized to issue not exceeding $198,000,000
in principal amount of general obligation bonds (the "Neighborhoods and Infrastructure General
Obligation Bonds") to improve the City's neighborhoods and infrastructure (the "Neighborhoods
and Infrastructure Projects"); and
WHEREAS, on July 25, 2018, the Commission further adopted Resolution No. 2018-
30442 calling for a special election on November 6, 2018 to submit to the electorate of the City a
bond referendum to decide whether the City should be authorized to issue not exceeding
$169,000,000 in principal amount of general obligation bonds (the "Parks and Recreational and
Cultural Facilities General Obligation Bonds" and, together with the Public Safety General
Obligation Bonds and the Neighborhoods and Infrastructure General Obligation Bonds, the
"2018 Referenda General Obligation Bonds") to improve the City's parks, recreational facilities
and cultural facilities (the "Parks and Recreational and Cultural Facilities Projects" and, together
with the Public Safety Projects and the Neighborhoods and Infrastructure Projects, the
"Project"); and
WHEREAS, at such special elections on November 6, 2018, the issuance of the 2018
Referenda General Obligation Bonds was approved by the electorate of the City in accordance
with the applicable laws of the State of Florida; and
WHEREAS, the Commission adopted Resolution No. 2018-30619 on December 12,
2018 adopting the certification by the Supervisor of Elections of Miami-Dade County, Florida of
the results of such bond referenda approving the issuance of the 2018 Referenda General
Obligation Bonds; 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 and Refunding
Bonds, Series 2019, in an aggregate principal amount not to exceed $185,000,000 (the "Bonds"),
consisting of (i) not exceeding $36,900,000 in principal amount of the Public Safety General
Obligation Bonds to be issued to pay the costs of a portion of the Public Safety Projects, (ii) not
exceeding $28,400,000 in principal amount of the Neighborhoods and Infrastructure General
Obligation Bonds to be issued to pay the costs of a portion of the Neighborhoods and
Infrastructure Projects, (iii) not exceeding $87,700,000 in principal amount of the Parks and
Recreational and Cultural Facilities General Obligation Bonds to be issued to pay the costs of a
portion of the Parks and Recreational and Cultural Facilities Projects, and (iv) not exceeding
$32,000,000 in principal amount of general obligation refunding bonds (the "Refunding Bonds")
to be issued to refund 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 2003 General Obligation Bonds, if any; will be refunded and other actions in
connection with the issuance of the Bonds and the refunding of such Series 2003 General
Obligation Bonds, and all other actions necessary or desirable in connection with the issuance of
the Bonds, subject to the limitations contained herein; and
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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; and
WHEREAS, in connection with the issuance of the Bonds, the requirements of Ordinance
No. 2007-3582, adopted by the Commission on November 21, 2007, as applicable, including the
holding of two public hearings, have been complied with prior to the adoption of this Resolution.
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 the City of Miami Beach Charter, as amended, and with respect to the Refunding Bonds,
Sections 132.33 - 132.47, Florida Statutes, 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 and
Refunding Bonds, Series 2019, issued hereunder in an aggregate principal amount not to exceed
$185,000,000.
"Bondholder", "holder" or "registered owner" means the person in whose name any
Bond is registered on the registration book maintained by the Bond Registrar.
"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.
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"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
Refunding Bonds, together with investment earnings thereon, if any, 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 the 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, or such other consecutive 12-month period as may hereafter be
designated as the fiscal year of the City.
"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) which are not callable prior to maturity or as to which irrevocable instructions have
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
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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.
"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 on or prior to
the date of issuance of the Bonds, which certificate shall provide certain details of the Bonds and
the refunding of the Refunded Bonds as required under this Resolution.
"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
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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 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 J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Jefferies LLC and PNC Capital Markets LLC.
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
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 Project consists solely of"capital projects" as such term is defined in Article
VII, Section 12 of the Constitution of the State of Florida.
C. The City is authorized under the Act to issue general obligation bonds to pay costs
of the Project and general obligation refunding bonds to refund the Refunded Bonds.
D. The principal amount of the Refunding 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 are
called for redemption and the costs of issuance of the Refunding Bonds, all in accordance with
Section 132.35, Florida Statutes.
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E. The sum of the present value of the total payments of principal and interest to
become due on the Refunding 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 Refunding Bonds, if any, not paid with proceeds
of the Refunding 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.
F. The Refunding Bonds shall be issued at a lower net average interest cost rate than
the net average interest cost rate of the Refunded Bonds. It is estimated that the present value of
the total debt service savings anticipated to accrue to the City from the issuance of the Refunding
Bonds and the refunding of the Refunded Bonds, calculated in accordance with Section
132.35(2), Florida Statutes, shall be at least two percent (2.00%).
G. The Refunding 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 the Series 2003 General
Obligation Bonds.
H. The first installment of principal of the Refunding 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 Refunding Bonds.
I. The Refunding 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 Refunding Bonds to refund
the Refunded Bonds, computed in accordance with the teens of Section 132.35, Florida Statutes,
and demonstrating mathematically that the Refunding Bonds are issued at a lower net average
interest cost rate than the net average interest cost rate borne by the Refunded Bonds.
J. The execution and delivery by the Mayor of the Mayor'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.
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SECTION 4. AUTHORIZATION OF THE BONDS; SALE AND AWARD OF THE
BONDS.
A. Subject and pursuant to the provisions hereof, general obligation and general
obligation refunding bonds of the City to be known as "City of Miami Beach, Florida, General
Obligation and Refunding Bonds, Series 2019" are hereby authorized to be issued in an
aggregate principal amount not to exceed One Hundred Eighty Five Million Dollars
($185,000,000) to pay the costs of a portion of the Project, refund the Refunded Bonds and pay
the costs of issuance of the Bonds. The Bonds shall consist of(i) not exceeding $36,900,000 in
principal amount of the Public Safety General Obligation Bonds to be issued to pay the costs of a
portion of the Public Safety Projects and related costs of issuance of the Bonds, (ii) not
exceeding $28,400,000 in principal amount of the Neighborhoods and Infrastructure General
Obligation Bonds to be issued to pay the costs of a portion of the Neighborhoods and
Infrastructure Projects and related costs of issuance of the Bonds, (iii) not exceeding$87,700,000
in principal amount of the Parks and Recreational and Cultural Facilities General Obligation
Bonds to be issued to pay the costs of a portion of the Parks and Recreational and Cultural
Facilities Projects and related costs of issuance of the Bonds, and (iv) not exceeding$32,000,000
in principal amount of the Refunding Bonds to be issued to refund the Refunded Bonds and pay
costs of issuance of the Refunding Bonds. The City Manager, upon the recommendations of the
Chief Financial Officer and the Financial Advisor, and subject to the above limitations, shall
determine the aggregate principal amount of the Bonds to be issued and the portions thereof to be
issued as Public Safety General Obligation Bonds, Neighborhoods and Infrastructure General
Obligation Bonds, Parks and Recreational and Cultural Facilities General Obligation Bonds and
Refunding Bonds, and may determine to issue the Bonds at one time or as needed, such
determinations to be evidenced in the Mayor's Certificate. The Refunding Bonds shall not be
issued unless the issuancethereof and the refunding of the Refunded Bonds results in a total
present value debt service savings on the Refunded Bonds of at least two percent (2.00%). In the
event the Refunding Bonds are not issued, the reference to "and Refunding" in the name of the
Bonds shall be deleted.
B. Upon compliance by the Underwriters with the requirements of Florida Statutes,
Section 218.385, the City Manager is hereby authorized, after consultation with the Chief
Financial Officer and the Financial Advisor, to award the Bonds to the Underwriters and the
Mayor is hereby authorized 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 City Manager, 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 City Manager, 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 approval of the City Manager and the City of any such
changes, insertions, omissions or filling-in of blanks.
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•
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. The Mayor's Certificate shall set forth certain terms of the Bonds approved by the
City Manager, after consultation with the Chief Financial Officer and the Financial Advisor,
including, but not limited to the dated date of the Bonds, principal amounts of the Bonds in
accordance with Section 4.A. hereof, interest payment dates, interest rates, maturities, but not
later than thirty (30) years from the date of issuance of the Bonds, except that the Refunding
Bonds shall mature no 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.
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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 dny 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.
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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 the Bond Registrar 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 of 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 of 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.
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H. In case part but not all df 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 Paying Agent in trust for the registered owners thereof, as provided in this
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:
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[Form of Bond]
No. R- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF MIAMI BEACH, FLORIDA
GENERAL OBLIGATIONAND REFUNDING BOND, SERIES 2019
Interest Rate: Maturity Date: Original Dated Date: CUSIP NO:
1, , 2019
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
The City of Miami Beach, Florida (hereinafter called the "City"), for value received,
hereby promises to pay to the Registered Owner identified above, or to registered assigns or legal
representatives, 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 Jacksonville, 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 pay the costs of a portion of the Project (as defined in the Resolution
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010-8716-4892/4/AMERICAS
hereinafter defined), refund $ principal amount of Series 2003 General Obligation
Bonds (as defined in the Resolution) and pay costs of issuance of the Bonds, 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
, 2019 (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
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 set forth below 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.
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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.
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010-8716-4892/4/AMERICAS
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
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010-8716-4892/4/AMERICAS
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:
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010-8716-4892/4/AMERICAS
ASSIGNMENT
FOR VALUE RECEIVED, the,un Lrsigned (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
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]
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010-8716-4892/4/AMERICAS
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. A portion of the proceeds of the Bonds consisting of the Public Safety General
Obligation Bonds as set forth in a certificate of the Chief Financial Officer delivered
concurrently with the delivery of the Bonds (the "Proceeds Certificate") shall be deposited in a
separate account designated "City of Miami Beach Series 2019 Public Safety General Obligation
Bond Construction Account", which is hereby established with the City to be held in an
Authorized Depository, and shall be disbursed to pay the costs of Public Safety Projects,
including reimbursement to the City of funds advanced for such costs which may be reimbursed
pursuant to the Code. Any balance remaining after payment or provision for payment of such
costs of Public Safety Projects shall be transferred to the Paying Agent for deposit in the City of
Miami Beach Series 2019 General Obligation Bond Principal and Interest Account (the
"Principal and Interest Account"), which is hereby established with the Paying Agent and used
solely to pay principal of and interest on the Bonds.
B. A portion of the proceeds of the Bonds consisting of the Neighborhoods and
Infrastructure General Obligation Bonds as set forth in the Proceeds Certificate shall be
deposited in a separate account designated "City of Miami Beach Series 2019 Neighborhoods
and Infrastructure General Obligation Bond Construction Account", which is hereby established
with the City to be held in an Authorized Depository, and shall be disbursed to pay the costs of
Neighborhoods and Infrastructure Projects, including reimbursement to the City of funds
advanced for such costs which may be reimbursed pursuant to the Code. Any balance remaining
after payment or provision for payment of such costs of Neighborhoods and Infrastructure
Projects shall be transferred to the Paying Agent for deposit in the Principal and Interest Account
and used solely to pay principal of and interest on the Bonds.
C. A portion of the proceeds of the Bonds consisting of the Parks and Recreational
and Cultural Facilities General Obligation Bonds as set forth in the Proceeds Certificate shall be
deposited in a separate account designated "City of Miami Beach Series 2019 Parks and
Recreational and Cultural Facilities General Obligation Bond Construction Account", which is
hereby established with the City to be held in an Authorized Depository, and shall be disbursed
to pay the costs of Parks and Recreational and Cultural Facilities Projects, including
reimbursement to the City of funds advanced for such costs which may be reimbursed pursuant
to the Code. Any balance remaining after payment or provision for payment of such costs of
Parks and Recreational and Cultural Facilities Projects shall be transferred to the Paying Agent
for deposit in the Principal and Interest Account and used solely to pay principal of and interest
on the Bonds.
D. A portion of the proceeds of the Bonds consisting of the Refunding Bonds as set
forth in the Proceeds Certificate, which, together with investment earnings thereon, if any, and
any other available moneys, is equal to the principal of and interest on the Series 2003 General
Obligation Bonds constituting the 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
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010-8716-4892/4/AMERICAS
Deposit Agreement to pay the principal of and interest on the Series 2003 General Obligation
Bonds constituting the Refunded Bonds.
E. The remainder of the proceeds shall be deposited in a separate account designated
"City of Miami Beach Series 2019 General Obligation and 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 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 the Refunded Bonds and other moneys held by the Escrow Agent shall be invested
to the extent 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
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:
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010-8716-4892/4/AMERICAS
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. The refunding, defeasance and
redemption of the Series 2003 General Obligation Bonds constituting the Refunded Bonds is
hereby authorized and approved. The City hereby irrevocably determines to optionally redeem
the Series 2003 General Obligation Bonds constituting the Refunded Bonds 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 City Manager, after consultation with
the Chief Financial Officer and the Financial Advisor, is hereby authorized to determine the
Series 2003 General Obligation Bonds which shall constitute Refunded Bonds and the date of
redemption of such Refunded Bonds, which date of redemption shall be within ninety (90) days
of the date of initial issuance of the Bonds.
In order to provide for the defeasance, payment and redemption of the Series 2003
General Obligation Bonds constituting the 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 City Manager, after consultation with
the Chief Financial Officer and the City Attorney. The investment, if any, of a portion of the
proceeds of the Refunding Bonds and any other available moneys in order to provide for the
defeasance, payment and redemption of the Series 2003 General Obligation Bonds constituting
the 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 the Refunded Bonds, the date of
redemption of the Series 2003 General Obligation Bonds constituting Refunded Bonds, the
Escrow Deposit Agreement and the investment, if any, of a portion of the proceeds of the
Refunding Bonds and any other available moneys thereunder.
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010-8716-4892/4/AMERICAS
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.
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 City Manager, 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 City
Manager, after consultation with the Chief Financial Officer and the City Attorney,may approve,
such execution to be conclusive evidence of such approval. The Mayor or his 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
23
010-8716-4892/4/AMERICAS
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 ofd 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 Chief Financial Officer, 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
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 in determining whether a filing should be made.
SECTION 14. FURTHER AUTHORIZATIONS. The Mayor, the City Manager, 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 or the City Manager 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 15. 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
24
010-8716-4892/4/AMERICAS
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 16. 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
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 16 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 17. 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 18. 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, the Bond Registrar and the Escrow Agent, 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, the Bond Registrar and the Escrow Agent.
25
010-8716-4892/4/AMERICAS
SECTION 19. 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 20. 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
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 21. EFFECTIVE DATE. This Resolution shall be effective immediately
upon its adoption.
PASSED AND ADOPTED this /3 day of Ma.rc , 2019.
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Mayor
ATTEST:
APPROVED AS TO
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010-8716-4892/3/AMERICAS ,�� / .
Resolutions - R7 B
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE: March 13, 2019
2:10 p.m. Second Reading Public Hearing
SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, AUTHORIZING THE ISSUANCE OF NOT TO
EXCEED $185,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF
MIAMI BEACH, FLORIDA GENERAL OBLIGATION AND REFUNDING
BONDS, SERIES 2019, TO PAY COSTS OF A PORTION OF A PROJECT
DESCRIBED HEREIN, REFUND ALL OR A PORTION OF THE CITY'S
OUTSTANDING GENERAL OBLIGATION BONDS, SERIES 2003, AND PAY
COSTS OF ISSUANCE; PROVIDING THAT SUCH GENERAL OBLIGATION
AND REFUNDING BONDS SHALL CONSTITUTE GENERAL OBLIGATIONS
OF THE CITYAND 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 AND 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 CITY
MANAGER; 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 AND REDEMPTION OF
THE REFUNDED BONDS; APPROVING THE FORM OF AND
AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW
DEPOSIT AGREEMENT AND APPOINTING AN ESCROW AGENT
THEREUNDER; APPOINTING A PAYING AGENT AND A BOND
REGISTRAR; PROVIDING FOR A PRELIMINARY OFFICIAL STATEMENT
AND AUTHORIZING THE EXECUTION AND DELIVERY 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; AUTHORIZING A BOOK-ENTRY
REGISTRATION SYSTEM FOR THE BONDS; AUTHORIZING CERTAIN
OFFICIALS AND EMPLOYEES OF THE CITY TO TAKE ALL NECESSARY
RELATED ACTIONS;AND PROVIDING AN EFFECTIVE DATE.
Page 1022 of 1418
RECOMMENDATION
The Administration recommends adoption of the resolution. This is the second reading; the first
reading was unanimously approved by the City Commission during the February 13, 2019 City
Commission meeting.
BACKGROUND
At the Finance & Citywide Projects Committee meeting on July 21, 2017, the Committee
provided direction to move forward with a proposed G.O. Bond program and set a goal of the
voter referendum date for the general election on November 6, 2018.
On January 17, 2018, the City Commission directed staff to formalize the process to develop
the proposed 2018 G.O. Bond program including creating a timeline, dedicating necessary staff
resources, and creating standing items on the agendas for upcoming City Commission and
Finance & Citywide Projects Committee meetings through the planned voter referendum date
of November 6, 2018.
During February and March 2018, an initial project list totaling $1.1 billion was compiled from
various sources. Sources included input from the City Commission, over a dozen City master
plans (ex. North Beach Master Plan), over 40 City boards and committees (ex. Parks &
Recreation Advisory Board), and staff recommendations.
On April 5, 2018, the City Commission held a G.O. Bond workshop to review and prioritize the
unfiltered list of projects. By the end of the meeting, $1.1 million list of projects was reduced to
about$700 million. At that time, the City Commission directed staff to solicit community input to
help rank and prioritize the project list.
During May and June, four community meetings were held in North, Mid, and South Beach.
Flyers encouraging public participation in the meetings were sent to all registered voters in
Miami Beach.At the community meetings, approximately 150 participants had the opportunity to
learn about the proposed 2018 G.O. Bond program, the proposed projects, and the overall
process. Most importantly, participants were able to provide valuable input regarding the
proposed projects by reviewing project boards with descriptions of the projects, asking
questions of key staff, providing verbal and written comments, and rating the proposed projects
on a 5 point scale. An on-line project prioritization survey was also created to reach residents
that were unable to attend one of the community meetings. The survey was available on-line
through mid-July and included input from 540 residents, including the surveys from the four
community meetings. Numerous presentations were also given to neighborhood associations
and community groups and information was also distributed to numerous residents at several
pop-up events.
In May 2018, Mayor Dan Gelber created a Mayor's G.O. Bond Advisory Panel consisting of
eleven Miami Beach residents to serve through November 30, 2018. The charge of the
Advisory Panel was to evaluate projects and make advisory, non-binding recommendations
regarding the prioritization of proposed G.O. Bond projects. The Mayor's G.O. Bond Advisory
Panel met six times during June and July for over 25 hours. The Advisory Panel reviewed the
work to date including results of the City Commission's April 5th G.O. Bond workshop. The
Panel analyzed and prioritized the proposed project list, which included presentations from City
Page 1023 of 1418
department directors and the City Manager, reviewed results of public input from the project
prioritization surveys, and developed various prioritization criteria for the projects.
On July 17, 2018, the Mayor's G.O. Bond Advisory Panel shared its recommendations to the
City Commission. The Advisory Panel began with a proposed project list totaling about $700
million and 90 projects and prioritized the project list at three levels:
• $444 million; 37 projects
• $398 million; 35 projects
• $353 million; 32 projects
The meetings of the Advisory Panel were open to the public and information such as meeting
schedules, meeting minutes, audio, and video of the meetings are available at
www.GOMB2018.com.
The City Commission held an all-day workshop at a special meeting on July 20, 2018, to finalize
the proposed project list, set the amount of the overall bond program, and determine the
number and amounts for each ballot measure.
The foregoing meetings and analysis provided by staff satisfies the requirements of Section 2-
278 of the City Code.
At their July 25, 2018, meeting, the City Commission set the overall G.O. bond program
amount, including estimated debt issuance costs at$439 million which includes $169 million for
parks, recreation facilities, and cultural facilities; $198 million for neighborhoods and
infrastructure; and $72 million for police,fire, and public safety.
On November 6, 2018, the electorate of the City of Miami Beach overwhelming approved the
general obligation bonds as follows:
• 69% approval for parks, recreation facilities, and cultural facilities ($169 million)
• 73% approval for neighborhoods and infrastructure ($198 million)
• 70% approval for police, fire, and public safety($72 million)
On December 12, 2018, the Mayor and City Commission approved the selection of investment
banking firms to provide underwriting services for the Miami Beach Series 2019 General
Obligation Bonds. It is recommended that the Mayor and City Commission approve the
issuance of the 2019 G.O. bonds through a negotiated sale with J.P. Morgan as Senior
Manager and Bank of America Merrill Lynch, Jeffries, and PNC as Co-Managers. It is further
recommended that the Commission delegate, as provided in the attached Resolution, the
determination of various terms of the Bonds, the final award of the Bonds, including execution of
a Bond Purchase Agreement, and whether to obtain bond insurance with respect to the Bonds,
subject to the limitations contained within the Resolution. It is expected that the Bonds will be
closed by the end of April 2019.
Projects funded by the General Obligation Bond (GOB) program will be implemented over a
period of approximately 10 to 12 years, and rather than issuing all the bonds at once, the City
anticipates issuing tranches every 3 years. At this time, 4 tranches are anticipated in the
following approximate amounts: $150 million in FY 2019, $100 million in FY 2022, $100 million
Page 1024 of 1418
in FY 2025, and $89 million in FY 2028. As such, the necessary millage rate increases will be
gradually phased in after the initial issuance to cover the debt service costs associated with the
bond issuances.
ANALYSIS
Following approval of the $439 million bond program in November 2018, the City Manager
transitioned Maria Hernandez and her team from project management of the Miami Beach
Convention Center campus project to the program management of the General Obligation Bond
program. To help create a proposed project implementation plan, a G.O. Bond working group
was created on December 10th comprised of Maria Hemandez, G.O. Bond Program Director,
Eric Carpenter, Assistant City Manager, John Woodruff, CFO, and Alex Denis, Procurement
Director. This team met several times with implementing departments to program the 57
projects over a 10 to 12 year time frame using various criteria. A final draft of the proposed
project implementation plan was developed and shared with the G.O. Bond Oversight
Committee for its review.
In January 2019, the Mayor and City Commission created a G.O. Bond Oversight Committee
consisting of 11 residents to make advisory recommendations from a macro-perspective
regarding the timely progress, overall goals, costs, including financial efficiencies, and the timely
completion of the GOB projects. The G.O. Bond Oversight Committee held 4 weekly meetings
totaling 12 hours between January and February to review and validate the proposed project
implementation plan. This plan sequenced the $439 million in bonds and 57 projects between
the 4 tranches at the approximate amounts: $150 million in FY 2019, $100 million in FY 2022,
$100 million in FY 2025, and $89 million in FY 2028. The timing and amounts were consistent
with the voter education campaign shared with the community. Criteria used for sequencing the
plan included: quick wins; big impact; shovel ready; quality of life; public safety; resiliency;
synergies with other projects; public input support; distribution between North, Mid, and South;
time for implementation; minimizing disruptions; impact of operating and maintenance
expenditures; and asset preservation. The Committee's final recommendations to the City
Commission were 99% consistent with the Administration's initial proposed plan.
On March 4, 2019 the Mayor and City Commission reviewed the G.O. Bond Oversight
Committee recommendations at a G.O. Bond workshop. The City Commission agreed with the
Committee's recommendations with only one change, advancing the Marine Patrol Fire/Policy
Facility project of$2.7 million from tranche 3 to tranche 1.
At the March 13, 2019 Commission meeting, the City Commission will approve the issuance of
the first tranche of G.O. bonds totaling $153,000,000 as follows:
• Parks, Recreational Facilities, & Cultural Facilities: $87,700,000
• Police, Fire, and Public Safety: $36,900,000
• Neighborhoods and Infrastructure: $28,400,000
In conjunction with the issuance of the Series 2019 General Obligation Bonds, the City may
have the opportunity to refinance $28,080,000 in outstanding Series 2003 General Obligation
Bonds. The interest rates on the outstanding Series 2003 Bonds range from 4.25% -4.50% in
2024 - 2033. Based on market conditions as of January 25, 2019, a refinancing of the Series
2003 Bonds would have an all-inclusive true interest cost of 2.72% and provide net present
value savings of$3.8 million, which is over 13% of bonds refunded. The total savings over the
life of the bonds would be $6.2 million as of January 25, 2019, with the final principal
Page 1025 of 1418
amortization on the Series 2003 Bonds shortened from 2033 to 2032 to maximize total
savings. While the savings from this refinancing are subject to market conditions at the time of
pricing, combining the refinancing with the issuance for new projects creates economies of
scale.
Summary of Issues:
Issues Amounts
2019 G.O. Bond New Money ,$153,000,000
2003 G.O. Bond Refunding Limit $32,000,000
Total Not to Exceed $185,000,000
The Bonds will be repaid 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 ofthe bonds. Issuance costs and
expenses will be paid from Bond proceeds. A portion of the proceeds will be also be used to
reimburse the City for funds advanced by it for expenses incurred and to be incurred with
respect to certain projects. The form of the Preliminary Official Statement, Bond Purchase
Agreement and the Continuing Disclosure Commitment, are included with the attached
Resolution.
CONCLUSION
The Administration recommends the approval of the resolution approving the issuance of the
Series 2019 General Obligation Bonds consisting of the first tranche of the $439 million of G.O.
Bonds approved by the voters in November 2018 and the potential refunding of the Series
2003 General Obligation Bonds.
Legislative Tracking
Finance
ATTACHMENTS:
Description
❑ Resolution
❑ Bond Purchase Agreement
D Escrow Deposit Agreement
❑ Preliminary Official Statement
o Disclosure Dissemination Agent Agreemrent
Page 1026 of 1418
$[Par Amount]
CITY OF MIAMI BEACH, FLORIDA
General Obligation and Refunding Bonds,
Series 2019
BOND PURCHASE AGREEMENT
April_,2019
Mayor and City Commission
City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach, Florida 33139
Ladies and Gentlemen:
J.P. Morgan Securities LLC (the "Senior Managing Underwriter"), acting on behalf of
itself and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Jefferies LLC and PNC Capital
Markets LLC (collectively, with the Senior Managing Underwriter, the "Underwriters"), offer to
enter into this Bond Purchase Agreement (this "Purchase Agreement") with the City of Miami
Beach, Florida (the "City"), for the sale by the City and the purchase by the Underwriters of the
City's$[Par Amount] General Obligation and Refunding Bonds, Series 2019 (the`Bonds"). This
offer is made subject to acceptance by the City prior to 5:00 p.m.(Eastern Time)on the date hereof.
Upon such acceptance,this Purchase Agreement will be in full force and effect in accordance with
its terms and will be binding on the City and the Underwriters. If this offer is not so accepted, it
is subject to withdrawal by the Underwriters upon written notice delivered to the City at any time
prior to such acceptance. In conformance with Section 218.385,Florida Statutes, as amended,the
Underwriters hereby deliver the Disclosure and Truth-in-Bonding Statement attached hereto as
Exhibit A. Capitalized terms used in this Purchase Agreement,but not defined, are used with the
meanings ascribed to them in the Bond Resolution hereinafter described.
The Senior Managing Underwriter represents that it is authorized on behalf of itself and
the other Underwriters to enter into this Purchase Agreement and to take any other actions that
may be required on behalf of the Underwriters.
SECTION 1.
(a) Upon the terms and conditions and upon the basis of the representations and
warranties herein set forth, the Underwriters hereby agree to purchase from the
City, and the City hereby agrees to sell to the Underwriters all (but not less than
all) of the Bonds for a purchase price equal to $ (which purchase price
is the aggregate principal amount of the Bonds of$[Par Amount], [plus/minus]
original issue [premium/discount] of$ and less an Underwriters' discount
MIA 186937553v3
1
Page 1053 of 1418
of$ ). The purchase price for the Bonds shall be payable to the City in
immediately available funds.
(b) In connection with the execution of this Purchase Agreement, the Senior
Managing Underwriter, on behalf of the Underwriters, has delivered to the City
a wire transfer credited to the order of the City in immediately available federal
funds in the aggregate amount of Dollars
($ ) (the "Good Faith Deposit"), which is being delivered to the City on
account of the purchase price of the Bonds and as security for the performance
by the Underwriters of their obligation to accept and to pay for the Bonds. If the
City does not accept this offer,, the Good Faith Deposit shall be immediately
returned to the Senior Managing Underwriter by wire transfer credited to the
order of the Senior Managing Underwriter in the amount of the Good Faith
Deposit, in federal funds to the Senior Managing Underwriter. In the event the
hereinafter defined Closing takes place, the amount of the Good Faith Deposit
shall be credited against the purchase price of the Bonds pursuant to Section
1(a). In the event of the City's failure to deliver the Bonds at the Closing, or if
the City shall be unable at or prior to the Closing to satisfy the conditions to the
obligations of the Underwriters contained in this Purchase Agreement (unless
such conditions are waived by the Senior Managing Underwriter), or if the
obligations of the Underwriters shall be terminated for any reason permitted by
this Purchase Agreement, the City shall immediately wire to the Senior
Managing Underwriter in federal funds the Good Faith Deposit without interest,
and such wire shall constitute a full release and discharge of all claims by the
Underwriters against the City arising out of the transactions contemplated by
this Purchase Agreement. In the event that the Underwriters fail other than for
a reason permitted under this Purchase Agreement to accept and pay for the
Bonds upon their tender by the City at the Closing,the amount of the Good Faith
Deposit shall be retained by the City and such retention shall represent full
liquidated damages and not a penalty, for such failure and for any and all
defaults on the part of the Underwriters and the retention of such funds shall
constitute a full release and discharge of all claims, rights and damages for such
failure and for any and all.such defaults. It is understood by both the City and
the Underwriters that actual damages in the circumstances as described in the
preceding sentence may be difficult or impossible to compute; therefore, the
funds represented by the Good Faith Deposit are a reasonable estimate of the
liquidated damages in this type of situation.
(c) The Bonds will be issued pursuant to 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 the City of Miami Beach Charter, as
amended, and with respect to the Bonds issued to refund outstanding general
obligation indebtedness of the City, Sections 132.33 - 132.47, Florida Statutes, as
amended (collectively, the "Act"), and pursuant and subject to the terms and
conditions of Resolution No. 2019- adopted by the Mayor and City
Commission of the City of Miami Beach, Florida (the "Commission") on
March , 2019 (the "Bond Resolution"). The Bonds will be secured as
2
Page 1054 of 1418
provided in the Bond Resolution. The Bonds shall mature and have such other
terms and provisions as are described on Exhibit B hereto. The Bonds shall
consist of(i) $ in principal amount of the Public Safety General
Obligation Bonds to be issued to pay the costs of a portion of the Public Safety
Projects and related costs of issuance of the Bonds, (ii) $ in
principal amount of the Neighborhoods and Infrastructure General Obligation
Bonds to be issued to pay the costs of a portion of the Neighborhoods and
Infrastructure Projects and related costs of issuance of the Bonds,
(iii) $ in principal amount of the Parks and Recreational and
Cultural Facilities General Obligation Bonds to be issued to pay the costs of a
portion of the Parks and Recreational and Cultural Facilities Projects (and
together with Public Safety Projects and the Neighborhoods and Infrastructure
Projects, the "Project") and related costs of issuance of the Bonds, and
(iv) $ in principal amount of the Refunding Bonds to be issued to
refund the Refunded Bonds and pay costs of issuance of the Refunding Bonds.
Proceeds of the Bonds will provide funds, together with other available funds,
to pay the costs of a portion of the Project, to refund the Refunded Bonds on a
current basis and pay the,costs of issuance of the Bonds. It shall be a condition
to the obligation of the City to sell and deliver the Bonds to the Underwriters,
and to the obligation of the Underwriters to purchase and accept delivery of the
Bonds,that the entire aggregate principal amount of the Bonds shall be sold and
delivered by the City and accepted and paid for by the Underwriters at the
Closing.
(d) The Underwriters agree to make a bona fide public offering of substantially all
of the Bonds to the public at initial public offering prices not greater than (or
yields not less than) the initial public offering prices (or yields) set forth in the
Official Statement dated the date hereof(the "Official Statement"); provided,
however, that the Underwriters reserve the right to make concessions to certain
dealers, certain dealer banks and banks acting as agents and to change such
initial public offering prices as the Underwriters shall deem necessary in
connection with the marketing of the Bonds.
At the Closing, the Underwriters shall deliver to the City a certificate in the form
attached hereto as Exhibit C, stating the facts of the sale of the Bonds in a manner
such that the issue price can reasonably be established.
(e) The Official Statement shall be provided for distribution, at the expense of the
City, in such quantity as may be requested by the Underwriters no later than the
earlier of(i) seven(7)business days after the date hereof, or(ii) one(1)business
day prior to the Closing date, in order to permit the Underwriters to comply with
Rule 15c2-12 (the"Rule")of the Securities and Exchange Commission("SEC"),
and the applicable rules of the Municipal Securities Rulemaking Board("MSRB"),
with respect to distribution of the Official Statement.
The Senior Managing Underwriter agrees to file the Official Statement with the
Electronic Municipal Market Access system ("EMMA") (accompanied by a
completed Form G-32)by the date of Closing. The filing of the Official Statement
3
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with EMMA shall be in accordance with the terms and conditions applicable to
EMMA.
(f) From the date hereof until the earlier of (i) ninety days from the "end of the
underwriting period" (as defined in the Rule), or (ii) the time when the Official
Statement is available to any person from the MSRB (but in no case less than
twenty-five (25) days following the end of the underwriting period), if any event
occurs or a condition or circumstance exists which may make it necessary to amend
or supplement the Official Statement in order to make the statements therein,in the
light of the circumstances under which they were made, not misleading, the party
discovering such event, condition or occurrence shall notify the other party and if,
in the reasonable opinion of the City or the reasonable opinion of the Senior
Managing Underwriter, such event requires the preparation and publication of an
amendment or supplement to the Official Statement, the City, at its expense, will
promptly prepare an appropriate amendment or supplement thereto, in a form and
in a manner reasonably approved by the Senior Managing Underwriter(and file,or
cause to be filed, the same with the MSRB, and mail such amendment or
supplement to each record owner of the Bonds)so that the statements in the Official
Statement, as so amended or supplemented, will not, in light of the circumstances
under which they were made, be misleading. Each party will promptly notify the
other parties of the occurrence of any event of which it has knowledge or the
discovery of such conditions or circumstance, which, in its reasonable opinion, is.
an event described in the preceding sentence. Notwithstanding the foregoing, if
prior to the Closing either the City or the Underwriters hereto does not in good faith
approve the form and manner of such supplement or amendment, the other may
terminate this Purchase Agreement. The parties agreeto cooperate in good faith
with regard to the form and manner of the supplement or amendment to the Official
Statement. Unless the City is otherwise notified by the Underwriters in writing on
or prior to the date of Closing,the end of the underwriting period for the Bonds for
all purposes of the Rule and this Purchase Agreement is the date of Closing. In the
event the written notice described in the preceding sentence is given by the
Underwriters to the City, such written notice shall specify the date after which no
participating underwriter, as such term is defined in the Rule, remains obligated to
deliver Official Statements pursuant to paragraph (b)(4) of the Rule.
(g) The City hereby approves and authorizes the delivery and distribution of the
Preliminary Official Statement dated April _, 2019 (the "Preliminary Official
Statement") and the execution, delivery and distribution of the Official Statement
in substantially the form of the Preliminary Official Statement, together with such
other changes, amendments or supplements as shall be made and approved in
writing by the Senior Managing Underwriter and the City prior to the Closing in
connection with the public offering and sale of the Bonds.
SECTION 2.
(a) The Senior Managing Underwriter, on behalf of the Underwriters, agrees to assist
the City in establishing the issue price of the Bonds and the Senior Managing
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Page 1056 of 1418
Underwriter and each Underwriter shall execute and deliver to the City at Closing
an"issue price"or similar certificate, together with the supporting pricing wires or
equivalent communications, substantially in the form attached hereto as Exhibit C
with such modifications as may be appropriate or necessary, in the reasonable
judgment of the Senior Managing Underwriter, the City and Bond Counsel, to
accurately reflect, as applicable,the sales price or prices or the initial offering price
or prices to the public of the Bonds. All actions to be taken by the City under this
section to establish the issue price of the Bonds may be taken on behalf of the City
by the City's municipal advisor, RBC Capital Markets, LLC, and any notice or
report to be provided to the City maybe provided to the City's municipal advisor.
(b) [Except as otherwise set forth in Schedule [I] attached hereto,] the City will treat
the first price at which 10% of each maturity of the Bonds (the "10% test") is sold
to the public as the issue price of that maturity. At or promptly after the execution
of this Purchase Agreement, the Senior Managing Underwriter shall report to the
City the price or prices at which the Underwriters have sold to the public each
maturity of Bonds. If at that time the 10% test has not been satisfied as to any
maturity of the Bonds,the Senior Managing Underwriter agrees to promptly report
to the City the prices at which Bonds of that maturity have been sold by the
Underwriters to the public. That reporting obligation shall continue,whether or not
the Closing Date has occurred, until either(i) all Bonds of that maturity have been
sold or(ii)the 10%test has been satisfied as to the Bonds of that maturity,provided_
that, the Underwriters' reporting obligation after the Closing Date may be at
reasonable periodic intervals or otherwise upon request of the Senior Managing
Underwriter, the City or Bond Counsel. For purposes of this Section, if Bonds
mature on the same date but have different interest rates, each separate CUSIP
number within that maturity will be treated as a separate maturity of the Bonds.
(c) The Senior Managing Underwriter confirms that the Underwriters have offered the
Bonds to the public on or before the date of this Purchase Agreement at the offering
price or prices (the"initial offering price"), or at the corresponding yield or yields,
set forth in Schedule I attached hereto, except as otherwise set forth therein.
Schedule I also sets forth, as of the date of this Purchase Agreement,the maturities,
if any,of the Bonds for which the 10%test has not been satisfied and for which the
City and the Senior Managing Underwriter, on behalf of the Underwriters, agree
that the restrictions set forth in the next sentence shall apply, which will allow the
City to treat the initial offering price to the public of each such maturity as of the
sale date as the issue price of that maturity(the"hold-the-offering-price rule"). So
long as the hold-the-offering-price rule remains applicable to any maturity of the
Bonds, the Underwriters will neither offer nor sell unsold Bonds of that maturity to
any person at a price that is higher than the initial offering price to the public during
the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth(5th)business day after the sale date; or
(2) the date on which the Underwriters have sold at least 10% of that maturity
of the Bonds to the public at a price that is no higher than the initial offering
price to the public.
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Page 1057 of 1418
The Senior Managing Underwriter will advise the City promptly after the close of the fifth
(5th)business day after the sale date whether it has sold 10% of that maturity of the Bonds to the
public at a price that is no higher than the initial offering price to the public.
(d) The Senior Managing Underwriter confirms that:
(i) any agreement among,underwriters, any selling group agreement and each
third-party distribution agreement (to which the Senior Managing Underwriter is a party)
relating to the initial sale of the Bonds to the public,together with the related pricing wires,
contains or will contain language obligating each Underwriter, each dealer who is a
member of the selling group and each broker-dealer that is a party to such third-party
distribution agreement, as applicable:
(A)(i) to report the prices at which it sells to the public the unsold Bonds
of each maturity allocated to it,whether or not the Closing Date has occurred,until
either all Bonds of that maturity allocated to it have been sold or it is notified by
the. Senior Managing Underwriter that the 10% test has been satisfied as to the
Bonds of that maturity,.provided that, the reporting obligation after the Closing
Date may be at reasonable periodic intervals or otherwise upon request of the Senior
Managing Underwriter, and (ii) to comply with the hold-the-offering-price rule, if
applicable, if and for so long as directed by the Senior Managing Underwriter and
as set forth in the related pricing wires, and
(B) to promptly notify the Senior Managing Underwriter of any sales of
Bonds that, to its knowledge, are made to a purchaser who is a related party to an
underwriter participating in the initial sale of the Bonds to the public (each such
term being used as defined below), and
(C) to acknowledge that, unless otherwise advised by an Underwriter,
dealer or broker-dealer, the Senior Managing Underwriter shall assume that each
order submitted by an Underwriter, dealer or broker-dealer is a sale to the public.
(ii) any agreement among underwriters or selling group agreement relating to
the initial sale of the Bonds to the public, together with the related pricing wires, contains
or will contain language obligating each Underwriter or dealer that is a party to a third-
party distribution agreement to be employed in connection with the initial sale of the Bonds
to the public to require each broker-dealer that is a party to such third-party distribution
agreement to (A) report the prices at which it sells to the public the unsold Bonds of each
maturity allocated to it,whether or not the Closing Date has occurred,until either all Bonds
of that maturity allocated to it have been sold or it.is notified by the Senior Managing
Underwriter or such Underwriter or dealer that the 10% test has been satisfied as to the
Bonds of that maturity, provided that, the reporting obligation after the Closing Date may
be at reasonable periodic intervals or otherwise upon request of the Senior Managing
Underwriter or such Underwriter or dealer, and (B) comply with the hold-the-offering-
price rule, if applicable,if and for so long as directed by the Senior Managing Underwriter
or the Underwriter or the dealer and as set forth in the related pricing wires.
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Page 1058 of 1418
(e) The City acknowledges that,in making the representations set forth in this section,
the Senior Managing Underwriter will rely on (i) the agreement of each
Underwriter to comply with the requirements for establishing issue price of the
Bonds, including, but not limited to, its agreement to comply with the hold-the-
offering-price rule, if applicable to the Bonds, as set forth in an agreement among
underwriters and the related pricing wires, (ii)in the event a selling group has been
created in connection with the initial sale of the Bonds to the public, the agreement
of each dealer who is a member of the. selling group to comply with the
requirements for establishing issue price of the Bonds, including, but not limited
to, its agreement to comply with the hold-the-offering-price rule, if applicable to
the Bonds, as set forth in a selling group agreement and the related pricing wires,
and (iii) in the event that an Underwriter or dealer who is a member of the selling
group is a party to a third-party distribution agreement that was employed in
connection with the initial sale of the Bonds to the public, the agreement of each
broker-dealer that is a party to such agreement to comply with the requirements for
establishing issue price of the Bonds, including,but not limited to,its agreement to
comply with the hold-the-offering-price rule,if applicable to the Bonds, as set forth
in the third-party distribution agreement and the related pricing wires. The City
further acknowledges that each Underwriter shall be solely liable for its failure to
comply with its agreement regarding the requirements for establishing issue price
of the Bonds, including, but not limited to, its agreement to comply with the hold-
, the-offering-price rule,if applicable to the Bonds, and that no Underwriter shall be
liable for the failure of any other Underwriter, or of any dealer who is a member of
a selling group, or of any broker-dealer that is a party to a third-party distribution
agreement, to comply with its corresponding agreement to comply with the
requirements for establishing issue price of the Bonds, including, but not limited
to, its agreement to comply with the hold-the-offering-price rule, if applicable to
the Bonds.
(f) The Underwriters acknowledge that sales of any Bonds to any person that is a
related party to an underwriter participating in the initial sale of the Bonds to the
public(each such term being used as defined below)shall not constitute sales to the
public for purposes of this section. Further, for purposes of this section:
(i) "public"means any person other than an underwriter or a related party,
(ii) "underwriter" means (A) any person that agrees pursuant to a written
contract with the City(or with the lead underwriter to form an underwriting syndicate) to
participate in the initial sale of the Bonds to the public and (B) any person that agrees
pursuant to a written contract directly or indirectly with a person described in clause(A)to
participate in the initial sale of the Bonds to the public (including a member of a selling
group or a party to a third-party distribution agreement participating in the initial sale of
the Bonds to the public),
(iii) a purchaser of any of the Bonds is a"related party"to an underwriter if the
underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50%
common ownership of the voting power or the total value of their stock, if both entities are
corporations (including direct ownership by one corporation of another), (B) more than
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Page 1059 of 1418
50% common ownership of their capital interests or profits interests, if both entities are
partnerships (including direct ownership by one partnership of another), or (C) more than
50% common ownership of the value of theoutstanding stock of the corporation or the
capital interests or profit interests of the partnership, as applicable, if one entity is a
corporation and the other entity is a partnership (including direct ownership of the
applicable stock or interests by one entity of the other), and
(iv) "sale date" means the date of execution of this Purchase Agreement by all
parties.
SECTION 3.
The City represents and warrants to and agrees with the Underwriters as follows:
(a) The Bond Resolution was adopted by the Commission 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
Commission. 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 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 Bonds.
(b) As of their respective dates and,with respect to the Official Statement, at the time
of Closing, the statements and information contained in the Preliminary Official
Statement and the Official Statement are and will be accurate in all material
respects for the purposes for which their use is authorized, and do not and will not
contain any untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading. In addition, any amendments to the
Preliminary Official Statement and the Official Statement prepared and furnished
by the City pursuant hereto will not contain any untrue statement of a material fact
or omit to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading. The
Bonds, the Bond Resolution, the Escrow Deposit Agreement and the Disclosure
Dissemination Agent Agreement relating to the Bonds (the "Continuing
Disclosure Agreement") conform to the descriptions thereof set forth in the
Official Statement.
(c) 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 valid existence of the City or the titles of the members of the
Commission or the other officers of the City to their respective offices; (ii) any of
the proceedings had or actions taken leading up to the sale, issuance and delivery
8
Page 1060 of 1418
of the Bonds or the execution, delivery or perfonnance of this Purchase
Agreement; (iii) the delivery, validity or enforceability of the Bonds or of any of
the Bond Resolution, Purchase Agreement, Escrow Deposit Agreement, and
Continuing Disclosure Agreement (collectively, the "Bond 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 Oficial Statement; (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 Bond 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 Bonds.
(d) The City is not in breach of or default under any applicable constitutional
provision, law or administrative regulation of the State of Florida or the United
States, or any City or department of either, or any applicable judgment or decree
or any loan agreement, indenture, bond, note, resolution, agreement or other
instrument to which the City is a party or to which the City or any of its properties
or other assets is otherwise subject, and no event has occurred and is continuing
which, with the passage of time or the giving of notice, or both, would constitute
a default or event of default under any such instrument, in any such case to the
extent that the same would have a material and adverse effect upon the business
or properties or financial condition of the City, including the right, power and
authority of the City to levy and collect ad valorem taxes as contemplated by the
Official Statement; and the execution and delivery of the Bonds, the Continuing
Disclosure Agreement, and this Purchase Contract and the adoption of the Bond
Resolution, and compliance with the provisions on the City's part contained in
each, will not conflict with or constitute a breach of or default under any
constitutional provision, law, administrative regulation, judgment, decree, loan
agreement, indenture, bond, note, resolution, agreement or other instrument to
which the City is a party or to which the City or any of its properties or other assets
is otherwise subject,nor will any such execution,delivery,adoption or compliance
result in the creation or imposition of any lien, charge or other security interest or
encumbrance of any nature whatsoever upon any of the properties or the assets of
the City under the terms of any such law, regulation or instrument, except as
provided or permitted by the Bonds and the Bond Resolution.
(e) As of its date, the Preliminary Official Statement was deemed "final" (except for
permitted omissions)by the City for purposes of paragraph (b)(1) of the Rule.
(f) On the date hereof',the Commission is the governing body of the City and the City
is, and will be on the date of the Closing, duly organized and validly existing as a
municipality under the Act, with the power and authority set forth therein.
(g) The City has full right, power and authority to issue, sell and deliver the Bonds to
the Underwriters as described herein, to provide funds to finance the Project, to
enter into the Bond Documents,to issue and deliver the Bonds as provided in this
Purchase Agreement and the Bond Resolution,to apply the proceeds of the sale of
the Bonds for the purposes described herein and in the Official Statement, to
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Page 1061 of 1418
execute and deliver the Bond Documents, and to carry out and consummate the
transactions contemplated by the aforesaid documents. Other than with respect to
the Project, 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 Bond Documents and the 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 Bonds will have been complied with or fulfilled.
(h) The authorized parties executing the Bond Documents and Official Statement on
behalf of the City are authorized for and in the name of the City to execute and
deliver the Bond Documents and such parties and other parties as set forth in the
Bond Resolution are authorized 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 Bond Documents, the Bonds and the Bond
Resolution. On the Closing Date the 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.
(i) At a meeting of the Commission that was duly called and at which a quorum was
present and acting throughout, the Commission approved the execution and
delivery of the Bonds and the Bond Documents, authorized the use, in connection
with the public offering of the Bonds, of the Preliminary Official Statement, and
execution and delivery of the Official Statement. The City represents that it will
have no bonds or other indebtedness outstanding that are secured by a pledge of
the City's ad valorem taxes, [other than as described in the Official Statement].
All conditions and requirements of the Bond Resolution relating to the issuance of
the Bonds have been complied with or fulfilled, or will be complied with or
fulfilled on the date of Closing.
(j) Since the date of the Financial Statements attached as Appendix_to the Official
Statement, there has been no material adverse change in the financial position,
results of operations or condition, financial or otherwise,of the City, other than as
disclosed in the Official Statement, and the City has not incurred liabilities that
would materially adversely affect its ability to discharge its obligations under the
Bond Resolution or the Bond Documents, direct or contingent, other than as
disclosed in the Official Statement.
(k) No authorization, approval, consent or license of any governmental body or
authority, not already obtained, is required for the valid and lawful execution and
delivery by the City of the Bonds, the Bond Documents, the Official Statement,
the adoption of 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.
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Page 1062 of 1418
(1) 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.
(m) Except as disclosed in the Official Statement, there is no claim, action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any court,
governmental agency, or public board or body, pending or, to the best of its
knowledge, threatened: (i) contesting the corporate existence or powers of the
Commission, or the titles of the officers of the Commission to their respective
offices; (ii) seeking to prohibit, restrain or enjoin the sale, issuance or delivery of
the Bonds or the levy or collection of the ad valorem taxes pledged to the payment
of the Bonds in the manner and to the extent provided in the Bond Resolution, or
the application of the proceeds of the Bonds or in which an unfavorable decision,
ruling or finding would materially adversely affect the financial position of the
City or the validity or enforceability of the Bonds, the Bond Resolution or the
Bond Documents; (iii) contesting in any way the completeness or accuracy of the
Official Statement; or(iv) adversely affect the exclusion of interest on the Bonds
from gross income for federal income tax purposes, nor, to the best knowledge of
the City, is there any basis therefor.
(n) When duly executed and delivered,the Bonds,and the Bond Documents will have
been duly authorized, executed, issued and delivered and will constitute valid and
binding obligations of the City, enforceable in accordance with their respective
terms, except insofar asthe enforcement thereof may be limited by bankruptcy,
insolvency or similar laws relating to the enforcement of creditors' rights.
(o) The City will furnish such information, execute such instruments and take such
other action in cooperation with the Senior Managing Underwriter as the Senior
Managing Underwriter may reasonably request to: (i) qualify the Bonds for offer
and sale under the"blue sky"or other securities laws and regulations of such states
and other jurisdictions of the United States of America as the Senior Managing
Underwriter may designate; (ii) determine the eligibility of the Bonds for
investment under the laws of such states and other jurisdictions; and(iii) continue
such qualifications in effect so long as required for the distribution of the Bonds;
provided that, the City will not be required to qualify to do business or submit to
service of process in, or subject itself to the jurisdiction of,any state other than the
State of Florida.
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Page 1063 of 1418
(p) The City has not been notified of any listing or the proposed listing of the City by
the Internal Revenue Service as an issuer whose arbitrage certifications may not
be relied upon.
(q) The City shall apply the proceeds of the sale of the Bonds in the manner described
in the Official Statement and the Tax Compliance 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 Bonds to be applied in a manner other than as described in same.
(r) Any certificate signed by any official of the City and delivered to the Underwriters
will be deemed to be a representation by the City to the Underwriters as to the
statements made therein.
(s) The City will undertake, as described in the Official Statement,to provide or cause
to be provided to the MSRB certain annual financial information and operating
data and notices of certain listed events pursuant to the Continuing Disclosure
Agreement.
(t) The Financial Statements included in the Official Statement 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.
(u) The City will provide to the rating agencies rating the Bonds appropriate periodic
credit information necessary for maintaining the ratings on the Bonds.
(v) Except as disclosed in the Official Statement, within the last five (5) years, the
City has not failed to comply in all material respects with any continuing
disclosure undertaking made by it pursuant to the Rule in connection with
outstanding bond issues for which the City has agreed to undertake continuing
disclosure obligations.
(w) At the time of Closing, the City will be in compliance in all respects with the
covenants and agreements contained in the Bond Resolution and no Event of
Default, nor an event which, with the lapse of time or giving of notice, or both,
would constitute an event of default under the Bond Resolution will have occurred
or be continuing.
(x) The City will not take or omit to take any action which action or omission will in
any way cause the proceeds from the sale of the Bonds to be applied in a manner
contrary to that provided for or permitted in the Bond Resolution and as described
in the Official Statement.
(y) No representation or warranty by the City in this Purchase Agreement, nor any
statement, certificate, document or exhibit furnished to or to be furnished by the
City pursuant to this Purchase Agreement contains, or will contain on the Closing
date, any untrue statement of material fact.
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Page 1064 of 1418
(z) Between the date of this Purchase Agreement and the date of Closing,the City will
not, without the prior written consent of the Senior Managing Underwriter, offer
or issue any bonds, notes or other obligations for borrowed money, and the City
will not incur any material liabilities, direct or contingent, nor will there be any
adverse change of a material nature in the financial position, results of operations
or condition, financial or otherwise, of the City, other than (i) as contemplated by
the Official Statement, or(ii)in the ordinary course of business.
SECTION 4.
On or before the acceptance by the City of this Purchase Agreement,the Underwriters shall
receive from the City certified copies of the Bond Resolution.
SECTION 5.
At 10:00 a.m. (Eastern Time) on April 2019, or at such earlier or later time or date as
the parties hereto mutually agree upon(the "Closing"), the City will cause to be delivered to the
Underwriters, at the offices of Squire Patton Boggs (US) LLP ("Bond Counsel"), in the City of
Miami, Florida or at such other place upon which the parties hereto may agree, the documents
mentioned in Section 6(b) of this Purchase Agreement and shall release the Bonds, in the form of
one typewritten, fully registered bond with a CUSIP identification number thereon for each
maturity of the Bonds, duly executed and authenticated and registered in the name of Cede&Co.,
as nominee for DTC, through the DTC FAST System to the Underwriters. At the Closing, the
Underwriters shall evidence their acceptance of delivery of the Bonds and pay the purchase price
of the Bonds as set forth in Section 1(a) of this Purchase Agreement.
SECTION 6.
The Underwriters have entered into this Purchase Agreement in reliance upon the
representations and agreements of the City herein and the performance by the City of its
obligations hereunder,both as of the date hereof and as of the date of Closing. The City's and the
Underwriters' obligations under this Purchase Agreement are and will be subject to the following
further conditions:
(a) at the time of Closing: (i) the Bond Resolution and the Bond Documents will be
in full force and effect and will not have been amended,modified or supplemented,
except as may have been agreed to in writing by the Senior Managing Underwriter;
(ii) the proceeds of the sale of the Bonds shall be applied as described in the
Official Statement; and (iii) the Commission shall have duly adopted and there
shall be in full force and effect, resolutions as, in the opinion of Bond Counsel,
shall be necessary in connection with the transactions contemplated hereby;
(b) at or prior to the Closing,the Underwriters shall receive the following documents:
(i) executed copies of the Bond Documents and the Tax Compliance
Certificate;
(ii) one certified copy of the Bond Resolution;
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Page 1065 of 1418
(iii) the opinion of Bond Counsel with respect to the Bonds, dated the date of
Closing, substantially in the form attached to the Official Statement as
Appendix D, either addressed to the Underwriters and the City or
accompanied by a letter addressed to the Underwriters indicating that it
may rely on said opinion as if it were addressed to them;
(iv) a supplemental opinion of Bond Counsel,dated the date of the Closing and
addressed to the,Underwriters to the effect that: (A) they have reviewed
the statements in the Official Statement under the captions
["INTRODUCTION", "PURPOSE OF THE ISSUE — General",
"DESCRIPTION OF THE BONDS" (except for information under the
subheading "Book-Entry Only System"), and "SECURITY AND
SOURCES OF PAYMENT", and believe that, insofar as such statements
purport to summarize certain provisions of the Bonds and the Bond
Resolution, such statements present an accurate summary of such
provisions;(B)they have reviewed the statements in the Official Statement
under the caption"TAX MATTERS" and believe that such statements are
accurate; and(C)the Bonds are exempt from the registration requirements
of the Securities Act of 1933, as amended (the "1933 Act") and the Bond
Resolution is exempt from qualification under the Trust Indenture Act of
1939, as amended (the"1939 Act")];
(v) the opinion of the Law Offices of Steve E. Bullock, P.A., Disclosure
Counsel to the City, dated the date of Closing and either addressed to the
Underwriters and the City or accompanied by a letter addressed to the
Underwriters indicating that it may rely on said opinion as if it were
addressed to them, in form and substance acceptable to the City and the
Underwriters, (i) to the effect that nothing has come to its attention which
leads it to believe that the Official Statement contains any untrue statement
of a material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading and (ii) the
Continuing Disclosure Agreement complies, in all material respects, with
the requirements of Rule 15(c)2-12(b)(5);
(vi) the opinion of Raul Aguila, Esq., Counsel to the City, dated the date of
Closing and addressed to the Underwriters and the City, to the effect that:
(A) the Commission is the governing body of the City and the City is
validly existing as a municipality under the Act, with all corporate power
necessary to conduct the operations described in the Official Statement and
to carry out the transactions contemplated by this Purchase Agreement;(B)
the City has obtained all governmental consents, approvals and
authorizations necessary for execution and delivery of the Bond
Documents, for issuance of the Bonds and for execution and delivery of
the Official Statement and consummation of the transactions contemplated
thereby and hereby; (C) the City has full legal right, power and authority
to pledge and grant a lien on the ad valorem taxes levied and collected for
14
Page 1066 of 1418
repayment of the Bonds; (D) the Commission has duly adopted the Bond
Resolution and approved the form, distribution and delivery, and with
respect to the Official Statement, execution, of the Preliminary Official
Statement and the Official Statement; (E) the Bonds and the Bond
Documents have each been duly authorized, executed and delivered by the
City and, assuming due authorization, execution and delivery thereof by
the other parties thereto, if any, each constitutes a valid and binding
agreement of the City, enforceable in accordance with its terms; (F) the
information in the Official Statement with respect to the City (excluding
financial,statistical and demographic information and information relating
to DTC, as to which no opinion need be expressed) is, to the best
knowledge of such counsel after due inquiry with respect thereto, correct
in all material respects and does not omit any matter necessary in order to
make the statements made therein regarding such matters, in light of the
circumstances under which such statements are made,not misleading, and,
based on its participation as counsel to the City,such counsel has no reason
to believe that the Official Statement (excluding financial, statistical and
demographic information (and information relating to DTC) contained as
of its date or contains any untrue statement of a material fact or omitted or
omits to state any material fact necessary to make the statements therein,
in light of the circumstances under which they were made,not misleading;
(G) except as disclosed in the Official Statement under the caption
"LITIGATION,"there is no action,suit,proceeding or investigation at law
or in equity before or by any court,public board or body pending or,to the
best of knowledge of such counsel, threatened, against or affecting the
Commission or the City challenging the validity of the Bonds, the Bond
Resolution, the Bond Documents, or any of the transactions contemplated
thereby or by the Official Statement, or challenging the existence of the
City or the respective powers of the several offices of the officials of the
City or the titles of the officials holding their respective offices,or the right,
power and authority to pledge, levy and collect ad valorem taxes to repay
the Bonds in the manner and to the extent provided in the Bond Resolution,
nor is there any basis therefor; (H) the execution and delivery of the Bond
Documents and the issuance of the Bonds, and compliance with the
provisions thereof, under the circumstances contemplated thereby, do not
and will not in any material respect conflict with or constitute on the part
of the City a breach of or default under, or result in the creation of a lien
on any property of the City (except as contemplated therein) pursuant to
any note,mortgage, deed of trust, indenture,resolution or other agreement
or instrument to which the Commission or the City is a party, or any
existing law, regulation, court order or consent decree to which the
Commission or the City is subject;
(vii) the opinion of Underwriters' Counsel addressed to the Underwriters, dated
the date of the Closing, in form and substance satisfactory to the Senior
Managing Underwriter;
15
Page 1067 of 1418
(viii) a certificate, dated the date of Closing, signed on behalf of the City by the
Mayor and the City Manager of the City, setting forth such matters as the
Senior Managing Underwriter may reasonably require,including that each
of the representations of the City contained in Section 3 hereof 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 date of Closing as if made
on such date; and stating that to the best of their knowledge, no event
affecting the City, the Project, or the Bonds has occurred since the date of
the Official Statement which should be disclosed therein for the purpose
for which it is used or which is necessary to disclose therein in order to
make the statements and information therein not misleading in any material
respect as of the date of Closing;
(ix) a customary signature certificate, dated the date of Closing, signed on
behalf of the City by the City Clerk of the City;.
(x) evidence satisfactory to the Senior Managing Underwriter that the
requirements of Section 4 of the Bond Resolution have been satisfied;
(xi) [letters from Moody's Investors Service, Inc. ("Moody's")and Standard&
Poor's Ratings Services ("S&P") addressed to the City, to the effect that
the Bonds have been assigned ratings of " " and " " with a "_
outlook", which ratings shall be in effect as of the Closing date;]
(xii) a customary authorization and incumbency certificate, dated the date of
Closing, signed by authorized officers of the Bond Registrar;
(xiii) copies of the Blue Sky Survey and Legal Investment Survey, if any,
prepared by Counsel to the Underwriters, indicating the jurisdictions in
which the Bonds may be sold in compliance with the "blue sky" or
securities laws of such jurisdictions;
(xiv) one executed copy of the verification report of Integrity Public Finance
Consulting LLC with respect to the Refunded Bonds;
(xv) evidence reasonably satisfactory to the Underwriters and Underwriters'
Counsel that the Refunded Bonds have been defeased;
(xvi) such additional documents as may be required by the Bond Resolution to
be delivered as a condition precedent to the issuance of the Bonds; and
(x) such additional legal opinions, proceedings, instruments and other
documents as the Senior Managing Underwriter, Underwriters' Counsel or
Bond Counsel may reasonably request.
All of the opinions,letters, certificates, instruments and other documents mentioned in this
Purchase Agreement shall be deemed to be in compliance with the provisions of this Purchase
16
Page 1068 of 1418
•
Agreement if, but only if, in the reasonable judgment of the Senior Managing Underwriter and
Underwriters' Counsel, they are satisfactory in form and substance.
SECTION 7.
If the City shall be unable to satisfy the conditions to the Underwriters' obligations
contained in this Purchase Agreement or if the Underwriters' obligations are terminated for any
reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and the
Underwriters and the City shall have no further obligation hereunder, except that the respective
obligations of the parties hereto provided in Section 8 hereof shall continue in full force and effect
and the City shall return the Good Faith Deposit as provided in Section 1(b).
SECTION 8.
(a) The following costs and expenses relating to the transaction contemplated or
described in this Purchase Agreement shall be borne and paid by the City
regardless of whether the transaction contemplated herein shall close: printing of
Bonds; printing or copying of closing documents (including the Preliminary
Official Statement and the Official Statement)in such reasonable quantities as the
Underwriters may request; fees and disbursements of Bond Counsel; fees and
disbursements of the City's Financial Advisor; any accounting fees; the Bond
Registrar fees; fees of the rating agencies; and any other fees as described in
Schedule A-1 hereto. The City shall pay any expenses incurred by the
Underwriters on behalf of the City and its staff in connection with the marketing,
issuance and delivery of the Bonds, including, but not limited to, meals,
• transportation and lodging of the City's employees and representatives; the City's
obligations in regard to these expenses survive even if the underlying transaction
fails to close or consummate.
(b) The Underwriters will pay: (i) the fees and disbursements of Underwriters'
Counsel; (ii) all advertising expenses in connection with the public offering of the
Bonds; and (iii) the cost of preparing,printing and distributing the Blue Sky and
Legal Investment Surveys, if any, and the filing fees required by the "blue sky"
laws of various jurisdictions.
SECTION 9.
The City acknowledges and agrees that: (i)the transactions contemplated by this Purchase
Agreement are arm's length, commercial transactions between the City and the Underwriters in
which the Underwriters are acting solely as a principal and are not acting as a municipal advisor,
financial advisor or fiduciary to the City; (ii) the Underwriters have not assumed any advisory or
fiduciary responsibility to the City with respect to the transactions contemplated hereby and the
discussions,undertakings and procedures leading thereto(irrespective of whether the Underwriters
or their affiliates have provided other services or are currently providing other services to the City
on other matters); (iii) the only obligations the Underwriters have to the City with respect to the
transaction contemplated hereby expressly are set forth in this Purchase Agreement; (iv) the City
has consulted its own financial and/or municipal, legal, accounting, tax, and other advisors, as
applicable, to the extent it has deemed appropriate and (v) the Underwriters have financial and
17
Page 1069 of 1418
other interests that differ from those of the City.The primary role of the Underwriters is to purchase
the Bonds for resale to investors,in an arm's-length commercial transaction between the City and
the Underwriters.
SECTION 10.
The Underwriters shall have the right to cancel their obligations hereunder by if the Senior
Managing Underwriter notifies the City in writing of their election to do so between the date hereof
and the Closing if, at any time hereafter and on or prior to the Closing:
(a) A committee of the House of Representatives or the Senate of the Congress of the
United States shall have pending before it legislation, or a tentative decision with
respect to legislation shall be reached by a committee of the House of
Representatives or the Senate of the Congress of the United States of America, or
legislation shall be favorably reported by such a committee or be introduced, by
amendment or otherwise, in, or be passed by, the House of Representatives or the
Senate, or recommended to the Congress of the United States of America for
passage by the President of the United States of America, or be enacted by the
Congress of the United'States of America, or an announcement or a proposal for
any such legislation shall be made by a member of the House of Representatives
or the Senate of the Congress of the United States, or a decision by a court
established under Article III of the Constitution of the United States of America
or the Tax Court of the United States of America shall be rendered, or a ruling,
regulation, or order of the Treasury Department of the United States of America
or the Internal Revenue Service shall be made or proposed having the purpose or
effect of imposing federal income taxation, or any other event shall have occurred
which results in or proposes the imposition of federal income taxation, upon
revenues or other income of the general character to be derived by the City, any of
its affiliates, state and local governmental units or by any similar body or upon
interest received on obligations of the general character of the Bonds which, in the
Senior Managing Underwriter's reasonable opinion, materially and adversely
affects the market price of the Bonds.
(b) Any legislation,ordinance,rule,or regulation shall be introduced in or be enacted
by any governmental body, department, or agency of the United States or of any
state, or a decision by any court of competent jurisdiction within the United States
or any state shall be rendered which, in the Senior Managing Underwriter's
reasonable opinion,materially adversely affects the market price of the Bonds.
(c) A stop order, ruling, regulation, or official statement by, or on behalf of, the SEC
or any other governmental agency having jurisdiction of the subject matter shall
be issued or made to the effect that the issuance, offering, or sale of obligations of
the general character of the Bonds, or the issuance, offering, or sale of the Bonds,
including all the underlying obligations, as contemplated hereby or by the Official
Statement, is in violation or would be in violation of any provisions of the federal
securities laws as amended and then in effect, including without limitation the
registration provisions of the 1933 Act, or the registration provisions of the
•
18
Page 1070 of 1418
Securities Exchange Act of 1934 (the"1934 Act"), or the qualification provisions
of the 1939 Act.
(d) Legislation shall be introduced by amendment or otherwise in, or be enacted by,
the Congress of the United States of America,or a decision by a court of the United
States of America shall be rendered to the effect that obligations of the general
character of the Bonds, including all the underlying obligations, are not exempt
from registration under or from other requirements of the 1933 Act or the 1934
Act, or with the purpose or effect of otherwise prohibiting the issuance, offering,
or sale of obligations of the general character of the Bonds,as contemplated hereby
or by the Official Statement.
(e) Any event shall have occurred, or information shall have become known, which,
in the Senior Managing Underwriter's reasonable opinion, makes untrue in any
material respect any representation by or certificate of the City hereunder, or any
statement or information furnished to the Underwriters by the City for use in
connection with the marketing of the Bonds or any material statement or
information contained in the Official Statement as originally circulated contains
an untrue statement of a material fact or omits to state a material fact necessary in
order to make the statements made, in light of the circumstances under which they
were made, not misleading; provided, however, that the City shall be granted a
reasonable amount of time in which to cure any such untrue or misleading
statement or information.
(0 Additional material restrictions not in force as of the date hereof shall have been
imposed upon trading in securities generally by any governmental authority or by
any national securities exchange.
(g) The New York Stock Exchange or any other national securities exchange, or any
governmental authority, shall impose, as to Bonds or obligations of the general
character of the Bonds, any material restrictions not now in force, or increase
materially thosenow in force, with respect to the extension of credit by, or a
change to the net capital requirements of, the Underwriters.
(h) A general banking moratorium or suspension or limitation of banking services
shall have been established by federal,Florida or New York authorities or a major
financial crisis or material disruption in commercial banking or securities
settlement or clearance services shall have occurred.
(i) Any proceeding shall be pending, or to the knowledge of the Underwriters,
threatened, to restrain, enjoin, or otherwise prohibit the issuance, sale, or delivery
of the Bonds by the City or the purchase,offering,sale,or distribution of the Bonds
by the Underwriters, or for any investigatory or other proceedings under any
federal or state securities laws or the rules and regulations of the National
Association of Securities Dealers, Inc. relating to the issuance, sale, or delivery of
the Bonds by the City or the purchase, offering, sale, or distribution of the Bonds
by the Underwriters.
19
Page 1071 of 1418
(j) There shall have occurred any new outbreak or escalation of hostilities, any
declaration by the United States of war or any national or international calamity
or crisis, the effect of such outbreak, escalation, declaration, calamity or crisis
being such as would cause a major disruption in the municipal bonds market and
as, in the reasonable judgment of the Senior Managing Underwriter, would make
it impracticable or inadvisable for the Underwriters to market the Bonds or to
enforce contracts for the sale of the Bonds.
(k) Prior to Closing, any of the rating agencies which have rated the Bonds shall
inform the City or the Underwriters that the Bonds will be rated lower than the
respective rating published in the Official Statement or there shall have occurred
or any notice shall have been given of any downgrading, suspension, withdrawal,
or negative change of credit watch status by any national rating service to any
Bonds.
(1) There shall have occurred, after the signing hereof, either a financial crisis with
respect to the City or any agency or political subdivision thereof or proceedings
under the bankruptcy laws of the United States or the State of Florida shall have
been instituted by the City, in either case the effect of which, in the reasonable
judgment of the Senior Managing. Underwriter, is such as to materially and
adversely affect the market price or the marketability of the Bonds or the ability
of the Underwriters to enforce contracts of the sale of the Bonds.
SECTION 11.
Any notice or other communication to be given under this Purchase Agreement may be
given by delivering the same in writing as follows:
To the City at:
City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: John Woodruff, Chief Financial Officer
To the Underwriters (as the Senior Managing Underwriter, the representative on behalf of
the Underwriters) at:
J.P. Morgan Securities LLC
1450 Brickell Avenue, 33rd Floor
Miami, Florida 33131
Attention: T.J. Whitehouse, Executive Director
20
Page 1072 of 1418
SECTION 12.
This Purchase Agreement is made solely for the benefit of the City and the Underwriters
(including the successors or assigns of the Underwriters), and no other person, partnership,
association or corporation shall acquire or have any right hereunder or by virtue hereof.
SECTION 13.
All the representations,warranties and agreements of the Underwriters and the City in this
Purchase Agreement shall remain operative and in full force and effect and shall survive delivery
of and payment for the Bonds hereunder regardless of any investigation made by or on behalf of
the Underwriters.
SECTION 14.
This Purchase Agreement shall be governed by and construed in accordance with the laws
of the State of Florida.
SECTION 15.
This Purchase Agreement may be executed in any number of counterparts, each of which
shall be deemed an original,but all of which together shall constitute one and the same agreement;
such counterparts may be delivered by facsimile transmission.
[Signature Page to Follow]
21
Page 1073 of 1418
If the foregoing is acceptable to you, please sign below and this Purchase Agreement will
become a binding agreement between the City and the Underwriters.
Very Truly Yours,
J.P. MORGAN SECURITIES LLC, on behalf of
itself and MERRILL LYNCH, PIERCE, FENNER
& SMITH INCORPORATED, JEFFERIES LLC
AND PNC CAPITAL MARKETS LLC
By:
Name:
Title:
Accepted and confirmed as of the date
first above written:
CITY OF MIAMI BEACH,
FLORIDA
By:
Name: Daniel Saul Gelber
Title: Mayor
APPI iOVED AS TO
FORM &LANGUAGE
&FOR EXECUTION
City Attorney 12401.50
y 7,01D p ('<'
22
Page 1074 of 1418
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 1,2019
010-8719-3262/1/AMERICAS Page 1075 of 1418
•
ESCROW DEPOSIT AGREEMENT
THIS ESCROW DEPOSIT AGREEMENT (the "Agreement") made and entered into as
of 1, 2019, by and between the CITY OF MIAMI BEACH, FLORIDA (the
"City") and U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent(the"Escrow Agent").
WITNESSETH:
WHEREAS, the City has heretofore issued its $62,465,000 aggregate principal amount
City of Miami Beach, Florida General Obligation Bonds, Series 2003, dated July 22, 2003,
presently outstanding in the principal amount of $28,080,000 (the "Outstanding Series 2003
Bonds"), pursuant to the provisions of Resolution No. 2003-25240, adopted by the Mayor and
City Commission of the City(the"Commission") on June 11, 2003 (the"Prior Resolution"); and
•
WHEREAS, the City desires to refund, defease and redeem the Outstanding Series 2003
Bonds as more particularly described in Schedule A attached hereto and made a part hereof
(hereinafter referred to as the"Refunded Bonds"); and
WHEREAS, the City has issued its $ aggregate principal amount City of
Miami Beach, Florida General Obligation and Refunding Bonds, Series 2019 (the "Bonds"),
pursuant to the provisions of Resolution No. 2019- adopted by the Commission on
, 2019 (the "Resolution"), a portion of the proceeds of which Bonds is to be
deposited with the Escrow Agent to provide, with investment earnings thereon, for the
defeasance and redemption of the Refunded Bonds; and
WHEREAS, a portion of the proceeds derived from the sale of the Bonds will be applied
to the purchase of Government Obligations (as such term is hereinafter defined), which will
mature and produce investment income and earnings at such time and in such amount as will be
sufficient, together with certain moneys remaining uninvested, to pay the principal of and
interest on the Refunded Bonds through and including their redemption date as more specifically
set forth herein; and
WHEREAS, in order to provide for the proper and timely application of the moneys
deposited hereunder, the maturing principal amount of the Government Obligations purchased
therewith, and investment income and earnings derived therefrom to the payment of the
Refunded Bonds, it is necessary for the City to enter into this Agreement with the Escrow Agent;
and
WHEREAS, the Escrow Agent serves as Paying Agent and Bond Registrar with respect
to the Bonds and is an Authorized Depository(as such terms are defined in the Prior Resolution);
NOW, THEREFORE, the City and the Escrow Agent, in consideration of the foregoing
and the mutual covenants herein set forth and in order to secure the payment of the principal of
and interest on all of the Refunded Bonds according to their tenor and effect, do hereby agree as
follows:
010-8719-3262/1/AMERICAS Page 1076 of 1418
ARTICLE I
CREATION AND CONVEYANCE OF TRUST ESTATE
Section 1.01. Creation and Conveyance of Trust Estate. The City hereby grants,
warrants, remises, releases, conveys, assigns, transfers, aliens, pledges, sets over and confirms
unto the Escrow Agent and to its successors in the trust hereby created, and to it and its assigns
forever, all and singular the property hereinafter described,to wit:
DIVISION'I
All right, title and interest in and to $ in moneys deposited directly with
the Escrow Agent and derived from the proceeds of the Bonds upon issuance and delivery of the
Bonds and execution of and delivery of this Agreement.
DIVISION II
All right, title and interest in and to the Government Obligations described in Schedule B
attached hereto and made a part hereof, together with the income and earnings thereon.
DIVISION III
Any and all other property of every kind and nature from time to time hereafter, by
delivery or by writing of any kind, conveyed, pledged, assigned or transferred as and for
additional security hereunder by the City, or by anyone on behalf of the City to the Escrow
Agent for the benefit of the Refunded Bonds.
DIVISION IV
All property which is by the express provisions of this Agreement required to be subject
to the pledge hereof and any additional property that may, from time to time hereafter, by
delivery or by writing of any kind, by the City, or by anyone in its behalf, be subject to the
pledge hereof.
TO HAVE AND TO HOLD, all and singular, the Trust Estate (as such term is
hereinafter defined), including all additional property which by the terms hereof has or may
become subject to the encumbrances of this Agreement, unto the Escrow Agent, and its
successors and assigns, forever in trust, however, for the sole benefit and security of the holders
from time to time of the Refunded Bonds, but if the principal of and interest on all of the
Refunded Bonds shall be fully and promptly paid through and including their redemption date
hereinafter set forth, in accordance with the terms thereof, then this Agreement shall be and
become void and of no further force and effect except as otherwise provided herein; otherwise
the same shall remain in full force and effect, and upon the trusts and subject to the covenants
and conditions hereinafter set forth.
2
010-8719-3262/1/AMERICAS Page 1077 of 1418
ARTICLE II
DEFINITIONS
Section 2.01. Definitions. In addition to words and terms elsewhere defined in this
Agreement, the following words and terms as used in this Agreement shall have the following
meanings, unless some other meaning is plainly intended.
"Government Obligations" shall ''mean direct. general non-callable obligations of the
United States of America.
"Trust Estate", "trust estate" or "pledged property" shall mean the property, rights and
interests described or referred to under Divisions I, II, III and IV in Article I above.
Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders. Words importing the singular number shall include
the plural number and vice versa unless the context shall otherwise indicate. The word "person"
shall include corporations, associations, natural persons and public bodies unless the context
shall otherwise indicate. Reference to a person other than a natural person shall include its
successors.
ARTICLE III
ESTABLISHMENT OF ESCROW DEPOSIT TRUST FUND;
FLOW OF FUNDS
Section 3.01. Creation of Escrow Deposit Trust Fund and Deposit of Moneys. There is
hereby created and established with the Escrow Agent a special and irrevocable trust fund
designated "City of Miami Beach, Florida General Obligation Bonds, Series 2003 Escrow
Deposit Trust Fund" (the "Escrow Deposit Trust Fund"), to be held by the Escrow Agent for the
sole benefit of the holders of the Refunded Bonds and accounted for separate and apart from the
other funds of the City and,to the extent required by law, of the Escrow Agent.
Concurrently with the delivery of this Agreement, the City herewith causes to be
deposited with the Escrow Agent and the Escrow Agent acknowledges receipt of immediately
available moneys for deposit in the Escrow Deposit Trust Fund in the amount of
$ , consisting of the proceeds of the Bonds, which, when invested in
Government Obligations (other than $ to be held uninvested), will provide moneys
sufficient to pay the principal of and interest on the Refunded Bonds through and including their
redemption date, as more particularly described in Schedule C attached hereto and made a part
hereof.
Section 3.02. Payment of Refunded Bonds. The Bond proceeds received by the Escrow
Agent will be sufficient to purchase $ par amount of Government Obligations,
all as listed in Schedule B attached hereto and made a part hereof, which will mature in principal
amounts and earn income at such times so that sufficient moneys will be available to pay all
principal of and interest on the Refunded Bonds through and including their redemption date.
Notwithstanding the foregoing, if the amounts deposited in the Escrow Deposit Trust Fund are
insufficient to make said payments of principal and interest, the City shall cause to be deposited
3
010-8719-3262/1/AMERICAS Page 1078 of 1418
•
into the Escrow Deposit Trust Fund the amount of any deficiency immediately upon notice from
the Escrow Agent.
Section 3.03. Irrevocable Trust Created. The deposit of moneys and Government
Obligations or other property hereunder in the Escrow Deposit Trust Fund shall constitute an
irrevocable deposit of said moneys and Government Obligations and other property hereunder
for the sole benefit of the holders of the Refunded Bonds, subject to the provisions of this
Agreement. The holders of the Refunded Bonds, subject to the provisions of this Agreement,
shall have an express lien on all moneys and principal of and earnings on the Government
Obligations and other property in the Escrow Deposit Trust Fund. The moneys deposited in the
Escrow Deposit Trust Fund and the matured principal of the Government Obligations and other
property hereunder and the interest thereon shall be held in trust by the Escrow Agent, and shall
be applied for the payment of Refunded Bonds, as more specifically set forth in Schedule C
hereto.
Section 3.04. Purchase of Government Obligations.
The Escrow Agent is hereby directed immediately to purchase the Government
Obligations listed in Schedule B from the proceeds of the Bonds as described in Sections 3.01
and 3.02 hereof. The Escrow Agent shall purchase the Government Obligations solely from the
moneys deposited in the Escrow Deposit Trust Fund as provided in this Agreement. The Escrow
Agent shall apply the moneys deposited in the Escrow Deposit Trust Fund and the Government
Obligations purchased therewith, together with all income or earnings thereon, in accordance
with the provisions hereof. The Escrow Agent shall have no power or duty to invest any moneys
held hereunder or to make substitutions of the Government Obligations held hereunder or to sell,
transfer or otherwise dispose of the Government Obligations held hereunder except as provided
in this Agreement. The Escrow Agent is hereby directed not to invest $1.02 deposited in the
Escrow Deposit Trust Fund.
The City covenants to take no action in the investment, reinvestment or security of the
Escrow Deposit Trust Fund in violation of this Agreement and recognizes that any such action in
contravention of this Agreement might cause the Refunded Bonds or the Bonds to be classified
as "arbitrage bonds" under the Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder(the"Code").
Section 3.05. Substitution of Certain Government Obligations.
(a) If so directed in writing by the City on the date of delivery of this Agreement, the
Escrow Agent shall accept in substitution for all or a portion of the Government Obligations
listed in Schedule B, Government Obligations (the"Substituted Securities"), the principal of and
interest on which, together with any Government Obligations listed in Schedule B for which no
substitution is made and moneys held uninvested by the Escrow Agent, will be sufficient to pay
all principal of and interest of the Refunded Bonds as set forth in Schedule C hereof. The
foregoing notwithstanding, the substitution of Substituted Securities for any of the Government
Obligations listed in Schedule B may be effected only upon compliance with Section 3.05(b)(1)
and(2)below.
4
010-8719-3262/1/AMERICAS Page 1079 of 1418
(b) If so directed in writing by the City at any time during the term of this Agreement,
the Escrow Agent shall sell, transfer, exchange or otherwise dispose of, or request the
redemption of, all or a portion of the Government. Obligations then held in the Escrow Deposit
Trust Fund and shall substitute for such Government.Obligations other Government Obligations,
designated by the City, and acquired by the Escrow Agent with the proceeds derived from the
sale, transfer, disposition or redemption of or by the exchange of such Government Obligations
held in the Escrow Deposit Trust Fund,but only upon the receipt by the Escrow Agent of:
(1) an opinion of nationally recognized counsel in the field of law relating to
municipal bonds stating that such substitution will not adversely affect the exclusion from
gross income for federal income tax purposes of interest on the Refunded Bonds and the
Bonds and is not inconsistent with the statutes and regulations applicable to the Refunded
Bonds and the Bonds; and
•
(2) verification by a firm of independent certified public accountants stating
that the principal of and interest on the substituted Government Obligations, together
with any Government Obligations and any uninvested moneys remaining in the Escrow
Deposit Trust Fund, will be sufficient, without reinvestment, to pay the principal of and
interest on the Refunded Bonds as set forth in Schedule C hereof.
Any moneys resulting from the sale, transfer, disposition or redemption of the Government
Obligations held hereunder and the substitution therefor of other Government Obligations not
required to be applied for the payment of such principal of and interest on the Refunded Bonds
(as shown in the verification report described in Section 3.05(b)(2) hereof delivered in
connection with such substitution), shall be transferred to the City for deposit in the Principal and
Interest Account established under the Resolution. Upon any such substitution of Government
Obligations pursuant to Section 3.05, Schedule B hereto shall be appropriately amended to
reflect such substitution.
The Escrow Agent shall be under no duty to inquire whether the Government Obligations
as deposited in the Escrow Deposit Trust Fund are properly invested under the Code. The
Escrow Agent may rely on all specific directions in this Agreement providing for the investment
or reinvestment of the Escrow Deposit Trust Fund.
Section 3.06. Transfers from Escrow Deposit Trust Fund. As the principal of the
Government Obligations set forth in Schedule B shall mature and be paid, and the investment
income and earnings thereon are paid, the Escrow Agent, in its capacity of Paying Agent and
Bond Registrar with respect to the Refunded Bonds (herein referred to as the "Refunded Bonds
Paying Agent"), no later than the payment date for the Refunded Bonds, as specified in Schedule
C hereof, shall pay from such moneys the principal of and interest on the Refunded Bonds, as
specified in Schedule C hereof. The City hereby irrevocably determines, and irrevocably
instructs the Refunded Bonds Paying Agent, to call the Refunded Bonds for redemption on
, 2019 at a redemption price of 100% of the principal amount thereof in
accordance with the Prior Resolution. The City shall perform, and shall cause the Refunded
Bonds Paying Agent to perform, as applicable, the responsibilities, described in the Prior
Resolution, in connection with the redemption of the Refunded Bonds, including the giving of
notice of redemption as required therein. The Refunded Bonds Paying Agent is hereby directed
to mail a copy of such notice of redemption to National Public Finance Guarantee Corporation
5
010-8719-3262/1/AMERICAS Page 1080 of 1418
(formerly MBIA Insurance Corporation) (the "Series 2003 Bond Insurer"). The City shall also
file, or cause to be filed, a copy of such notice of redemption with the Municipal Securities
Rulemaking Board (the"MSRB").
Section 3.07. Investment of Certain Moneys Remaining in Escrow Deposit Trust Fund.
Subject to the provisions of Section 3.04, the Escrow Agent shall invest and reinvest, at the
written direction of the City, in Government Obligations any moneys remaining from time to
time in the Escrow Deposit Trust Fund until such time as they are needed. Such moneys shall be
reinvested in such Government Obligations for such periods and at such interest rates as the
Escrow Agent shall be directed to invest by the City, which periods and interest rates shall be set
forth in an opinion from nationally recognized counsel in the field of law relating to municipal
bonds to the City and to the Escrow Agent, which opinion shall also be to the effect that such
reinvestment of such moneys in such Government Obligations for such period and at such
interest rates will not, under the statutes and regulations applicable to the Refunded Bonds and
the Bonds, cause the interest on the Refunded Bonds or the Bonds to be included in gross income
for federal income tax purposes and that such investment is not inconsistent with the statutes and
regulations applicable to the Refunded Bonds and the Bonds. Any interest income resulting
from reinvestment of moneys pursuant to this Section 3.07 not required to be applied for the
payment of the principal of and interest on the Refunded Bonds shall be transferred to the City
for deposit in the Principal and Interest Account established under the Resolution.
Section 3.08. Escrow Deposit Trust Fund Constitutes Trust Fund. The Escrow Deposit
Trust Fund created and established pursuant to this Agreement shall be and constitute a trust
fund for the purposes provided in this Agreement and shall be kept separate and distinct from all
other funds of the City and, to the extent required by law, of the Escrow Agent and used only for
the purposes and in the manner provided in this Agreement.
Section 3.09. Transfer of Funds After All Payments Required by this Agreement are
Made. After all of the transfers by the Escrow Agent to the payment of the principal of and
interest on the Refunded Bonds provided in Schedule C have been made, all remaining moneys
and securities, together with any income and interest thereon, in the Escrow Deposit Trust Fund
shall be transferred to the City for deposit in the Principal and Interest Account established under
the Resolution; provided, however, that no such transfers (except transfers made in accordance
with Sections 3.05 and 3.07 hereof) shall be made until all of the principal of and interest on the
Refunded Bonds have been paid.
ARTICLE IV
•
CONCERNING THE ESCROW AGENT
Section 4.01. Liability of Escrow Agent. The Escrow Agent shall not be liable in
connection with the performance of its duties hereunder except for its own negligence,
misconduct or default. The Escrow Agent shall not be liable for any loss resulting from any
investments made pursuant to the terms of this Agreement. The Escrow Agent shall not be liable
for the accuracy of the calculations as to the sufficiency of moneys and of the principal amount
of the Government Obligations and the earnings thereon to pay the Refunded Bonds. So long as
the Escrow Agent applies any moneys, Government Obligations and interest earnings therefrom
to pay the Refunded Bonds as provided herein, and complies fully with the terms of this
6
010-8719-3262/1/AMERICAS Page 1081 of 1418
Agreement, the Escrow Agent shall not be liable for any deficiencies in the amounts necessary to
pay the Refunded Bonds caused by such calculations.
The duties and obligations of the Escrow Agent shall be determined by the express
provisions of this Agreement. The Escrow Agent may consult with counsel with respect to any
matter relevant to this Agreement, who may or may not.be counsel to the City, and be entitled to
receive from the City reimbursement of the reasonable fees and expenses of such counsel, and in
reliance upon.the opinion of such counsel have full and complete authorization and protection in
respect of any action taken, suffered or omitted by it in good faith in accordance therewith.
Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or
established prior to taking, suffering or omitting any action under this Agreement, such matter
may be deemed to be conclusively established by a certificate signed by an authorized officer of
the City and the Escrow Agent may in good faith conclusively rely upon such certificate.
The Escrow Agent shall have no lien, security interest or right of set-off whatsoever upon
any of the moneys or investments in the Escrow Deposit Trust Fund for the payment of fees or
expenses for the services rendered by the Escrow Agent under this Agreement.
Section 4.02. Permitted Acts. The Escrow Agent and its affiliates may become the
owner of all or may deal in the Refunded Bonds as fully and with the same rights as if it were not
the Escrow Agent.
Section 4.03. Payment to Escrow Agent. The City shall pay to the Escrow Agent
reasonable compensation for all services rendered by it hereunder and also its reasonable
expenses, charges and other disbursements and those of its attorneys, agents and employees
incurred in and about the administration and execution of:the trusts hereby created, and the
performance of its powers and duties hereunder, including, without limitation, all advances,
counsel fees and other expenses reasonably made or incurred by the Escrow Agent in connection
with such services, all as provided in Schedule D hereto.
ARTICLE V
MISCELLANEOUS
Section 5.01. Amendments to this Agreement. This Agreement is made for the benefit
of the holders from time to time of the Refunded Bonds and shall not be repealed, revoked,
altered or amended without the written consent of all such holders of the Refunded Bonds, the
Escrow Agent and the City; provided, however, that the City and the Escrow Agent may, without
the consent of, or notice to, such holders, enter into such agreements supplemental to this
Agreement which shall not adversely affect the rights of such holders and shall not be
inconsistent with the terms and provisions of this Agreement for any one or more of the
following purposes:
(a) to cure any ambiguity or formal defect or omission in this Agreement; or
(b) to grant to or confer upon the Escrow Agent for the benefit of the holders of the
Refunded Bonds any additional rights, remedies, powers or authority that may lawfully be
granted to or conferred upon the Escrow Agent.
7
0108719-3262/1/AMERICAS Page 1082 of 1418
The Escrow Agent shall be entitled to rely upon an unqualified opinion of a nationally
recognized counsel in the field of law relating to municipal bonds with respect to compliance
with this Section.
Prior to any repeal, revocation, alteration or amendment of this Agreement, the City shall
provide written notice of such proposed repeal, revocation, alteration or amendment to Standard
&Poor's Ratings Services and Moody's,Investors Service, Inc. at their addresses set forth below:
Standard&Poor's Ratings Services ,
55 Water Street
New York, New York 10041
Attn: Municipal Ratings Desk/Refunded Bonds
• Moody's Investors Service,Inc.
7 World Trade Center
250 Greenwich Street, 23`d Floor
New York,New York 10007
Section 5.02. Severability. If any one or more of the covenants or agreements provided
in this Agreement on the part of the City or the Escrow Agent to be performed should be
determined, by a court of competent jurisdiction to be contrary to law, such covenant or
agreement shall be deemed and construed to be severable from the remaining covenants and
agreements herein contained and shall in no way affect the validity of the remaining provisions
of this Agreement.
Section 5.03. Agreement Binding. All the covenants, proposals and agreements in this
Agreement contained by or on behalf of the City or by or on behalf of the Escrow Agent shall
bind and inure to the benefit of their respective successors and assigns, whether so expressed or
not.
Section 5.04. Notices to Escrow Agent and City. Any notice, demand, direction,request
or other instrument authorized or required by this Agreement to be given to or filed with the
Escrow Agent or the City, shall be deemed to have been sufficiently given or filed for all
purposes of this Agreement if personally delivered and receipted for, or if sent by registered or
certified United States mail, return receipt requested, addressed as follows:
(a) As to the City-
City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach,Florida 33139
Attention: Chief Financial Officer
8
010-8719-3262/1/AMERICAS Page 1083 of 1418
(b) As to the Escrow Agent-
U.S. Bank National Association
225 Water Street
Suite 700
Jacksonville, Florida 32202
Attention: Global Corporate Trust
Any party hereto may, by notice sent to the other parties hereto, designate a different or
additional address to which notices under this Agreement are to be sent.
Section 5.05. Termination. This Agreement shall terminate when all transfers and
payments required to be made by the Escrow Agent under the provisions hereof shall have been
made. •
Section 5.06. Execution by Counterparts. This Agreement may be executed in several
counterparts, all or any of which shall be regarded for all purposes as one original and shall
constitute and be but one and the same instrument.
Section 5.07. Notice of Defeasance. Upon deposit of the moneys with the Escrow
Agent and investment thereof as provided in this Agreement, the Escrow Agent is hereby
directed to mail to the registered owners of the Refunded Bonds and the Series 2003 Bond
Insurer, a notice of defeasance of the Refunded Bonds, substantially in the form attached hereto
as Schedule E. The City shall also file, or cause to be filed, a copy of such notice of defeasance
with the MSRB.
[Remainder of Page Intentionally Left Blank]
9
010-8719-3262/1/AMERICAS Page 1084 of 1418
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed by its duly authorized officers and, with respect to the City, its official seal to be
hereunto affixed and attested as of the date first above written.
CITY OF MIAMI BEACH, FLORIDA
(SEAL)
Mayor
ATTEST:
City Clerk
U.S. BANK NATIONAL ASSOCIATION,
as Escrow Agent
By:
Assistant Vice President
U.S. Bank National Association, as Refunded Bonds Paying Agent, hereby agrees to the
provisions of this Agreement applicable to the Refunded Bonds Paying Agent.
U.S. BANK NATIONAL ASSOCIATION,
as Refunded Bonds Paying Agent
By:
Assistant Vice President
APPROVED AS TO
FORM&LANGUAGE
&FOR EXECUTION
City Attorney kke Date
10
010-8719-3262/1/AMERICAS Page 1085 of 1418
SEB DRAFT 03/04/19
PRELIMINARY OFFICIAL STATEMENT DATED APRIL ,2019
NEW ISSUE -Book-Entry Only Ratings: Moody's: "
S&P: " "
(See``RATINGS"herein)
In the opinion of Squire Patton Boggs (US) LLP, Bond Counsel, under existing law (i) assuming
continuing compliance with certain covenants and the accuracy of certain representations, interest on the
Series 2019 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, and(ii) the Series 2019 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 Series 2019 Bonds may be subject to certain
federal taxes imposed only on certain corporations. For a more complete discussion of the tax aspects
relating to the Series 2019 Bonds, see the discussion under the heading "TAX MATTERS" herein.
MI AMI BEACH CITY OF MIAMI BEACH, FLORIDA
General Obligation and Refunding Bonds
Series 2019
Dated: Date of Delivery Due: May 1, as shown on inside cover page
The City of Miami Beach, Florida General Obligation and Refunding Bonds, Series 2019 (the
"Series 2019 Bonds") will be issued by the City of Miami Beach, Florida (the "City") as fully registered
bonds, without coupons, in denominations of$5,000 or any integral multiple thereof. When issued, the
Series 2019 Bonds will be registered in the name of Cede & Co., as nominee of The Depository Trust
Company, New York, New York ("DTC"), which will act as securities depository for the Series 2019
Bonds. Purchasers will not receive certificates representing their ownership interests in the Series 2019
Bonds purchased. See "DESCRIPTION OF THE SERIES 2019 BONDS - Book-Entry Only System"
herein. Interest on the Series 2019 Bonds will accrue from their date of delivery and will be payable on
November 1, 2019 and semiannually on each May 1 and November 1 thereafter. U.S. Bank National
Association,Jacksonville,Florida, will serve as the initial paying agent(the"Paying Agent")for the Series
2019 Bonds. While the Series 2019 Bonds are registered through the DTC book-entry only system,
principal of and interest on the Series 2019 Bonds will be payable by the Paying Agent to DTC.
The Series 2019 Bonds are being issued for the purpose of providing funds to(i)finance a portion
of the costs of the City's (a)Public Safety Projects, (b)Neighborhoods and Infrastructure Projects, and(c)
Parks and Recreational and Cultural Facilities Projects (each as described herein), including to the extent
permissible under the Code (as hereinafter defined) reimbursement to the City of any moneys previously
advanced by the City to pay any portion of the cost of such projects; (ii)provide for the refunding of all*
of the outstanding City of Miami Beach,Florida General Obligation Bonds, Series 2003 (the "Series 2003
Bonds"), originally issued in the aggregate principal amount of$62,465,000 and which, prior to issuance
of the Series 2019 Bonds, are outstanding in the aggregate principal amount of$28,080,000; and(iv)pay
certain costs of issuing the Series 2019 Bonds and refunding the Series 2003 Bonds to be refunded upon
issuance of the Series 2019 Bonds. See "PURPOSE OF THE ISSUE" herein.
In each Fiscal Year in which any of the Series 2019 Bonds are Outstanding (as such terms
are defined herein), there shall be assessed, levied and collected a tax, without limitation as to rate
Page 1086 of 1418
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 Series 2019 Bonds as the same shall become due and payable. The tax
assessed,levied and collected for the security and payment of the Series 2019 Bonds shall be assessed,
levied and collected in the same manner and at the same time as other taxes are assessed,levied and
collected.
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 SERIES 2019 BONDS.
The Series 2019 Bonds are subject to optional and mandatory sinking fund redemption prior to
maturity as described herein. See "DESCRIPTION OF THE SERIES 2019 BONDS - Redemption
Provisions" herein.
This cover page contains certain information for quick reference only. It is not a summary
of this issue. Investors must read the entire Official Statement, including the Appendices, to obtain
information essential to the making of an informed investment decision.
The Series 2019 Bonds are offered when, as and if issued by the City, subject to the opinion on
certain legal matters relating to their issuance of Squire Patton Boggs (US) LLP, Miami, Florida, Bond
Counsel. Certain legal matters will be passed upon for the City by Raul J.Aguila, Esquire, City Attorney,
and certain legal matters relating to disclosure will be passed upon for the City by the Law Offices of Steve
E. Bullock, P.A., Miami, Florida, Disclosure Counsel. Certain legal matters will be passed upon for the
Underwriters by Greenberg Traurig, P.A., Mia'mi, Florida, as Counsel to the Underwriters. RBC Capital
Markets, LLC, St. Petersburg, Florida, is serving as Financial Advisor to the City in connection with the
issuance of the Series 2019 Bonds. It is expected that settlement on the Series 2019 Bonds will occur
through the facilities of DTC in New York, New York on or about , 2019.
J.P. Morgan
BofA Merrill Lynch Jefferies PNC Capital Markets LLC
DaC1. .
Dated: , 2019
* Preliminary, subject to change.
Red herring: This Preliminary Official Statement and the information contained herein are subject to
amendment and completion without notice. The Series 2019 Bonds may not be sold and offers to buy may
not be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances
shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of the Series 2019 Bonds in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Page 1087 of 1418
MATURITIES,PRINCIPAL AMOUNTS,INTEREST RATES,
PRICES,YIELDS AND INITIAL CUSIP NUMBERS*t
$ Series 2019 Serial Bonds
Due Interest Initial
(May 1) Principal Amount Rate Price Yield CUSIP Number
2020 $ % % 593201
2021 593201
2022 593201
2023 593201
2024 593201
2025 593201
2026 593201
2027 593201
2028 593201
2029 593201
2030 593201
2031 593201
2032 593201
2033 593201
2034 593201
2035 593201
2036 593201
2037 593201
2038 593201
2039 593201
2040 593201
2041 593201
2042 593201
2043 593201
2044 593201
2045 593201
2046 593201
2047 593201
2048 593201
2049 593201
Page 1088 of 1418
$ Series 2019 Term Bonds
$ % Series 2019 Term Bond Due May 1,20 —Price: /Yield:
Initial CUSIP Number: 593201
* Preliminary, subject to change.
t Neither the City nor the Underwriters is responsible for the use of CUSIP Numbers,nor is a representation made
as to their correctness. The CUSIP Numbers are included solely for the convenience of the readers of this
Official Statement.
Page 1089 of 1418
CITY OF MIAMI BEACH,FLORIDA
MAYOR
Dan Gelber
VICE MAYOR
Joy Malakoff*
CITY COMMISSION
John Elizabeth Aleman, Commissioner
Ricky Arriola, Commissioner
Michael Gongora, Commissioner
Mark Samuelian, Commissioner
Micky Steinberg, Commissioner
ADMINISTRATION
City Manager City Attorney
Jimmy L. Morales,Esquire Raul J.Aguila,Esquire
Chief Financial Officer City Clerk
John Woodruff Rafael E. Granado,Esquire
CONSULTANTS
Bond Counsel Financial Advisor
Squire Patton Boggs(US)LLP RBC Capital Markets,LLC
Miami,Florida St.Petersburg,Florida
Disclosure Counsel Independent Auditor
Law Offices of Steve E. Bullock,P.A. Crowe Horwath LLP
Miami,Florida Fort Lauderdale,Florida
* The commissioner for Group IV, Kristen Rosen Gonzalez, resigned from her seat on the City Commission,
effective January 3,2019. On January 23, 2019,Joy Malakoff,who previously served on the City Commission
as the duly elected commissioner for Group III, was appointed by the City Commission to serve the remainder
of the term of Kristen Rosen Gonzalez. Commissioner Malakoff was also appointed Vice Mayor by the City
Commission on February 13, 2019 for a term commencing March 1, 2019 and terminating June 30, 2019.
Page 1090 of 1418
No dealer, broker, salesman or other person has been authorized by the City or the Underwriters
to make any representations, other than those contained in this Official Statement, in connection with the
offering contained herein, 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 does not constitute
an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Series 2019 Bonds
by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation
or sale. The information contained in this Official Statement has been obtained from public documents,
records and other sources considered to be'reliable and, while not guaranteed as to completeness or
accuracy, is believed to be correct. Any statement in this Official Statement involving estimates,
assumptions and opinions, whether or not so expressly stated, are intended as such and are not to be
construed as representations of fact, and the Underwriters and the City expressly make no representation
that such estimates, assumptions and opinions will be realized or fulfilled. Any information, estimates,
assumptions and matters of opinion contained in this Official Statement are subject to change without
notice, and neither the delivery of this Official Statement, nor any sale hereunder, shall, under any
circumstances, create any implication that there has been no change in the affairs of the City since the date
hereof.
The Underwriters have provided the following sentence for inclusion in this Official Statement.
The Underwriters have reviewed the information in this Official Statement in accordance with, and as part
of their respective responsibilities to investors under the federal securities laws as applied to the facts and
circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of
such information.
The order and placement of materials in this Official Statement, including the Appendices, are not
to be deemed a determination of relevance,materiality or importance, and this Official Statement,including
the Appendices, must be considered in its entirety. The captions and headings in this Official Statement
are for convenience only and in no way define, limit or describe the scope or intent, or affect the meaning
or construction, of any provisions or sections in this Official Statement. The offering of the Series 2019
Bonds is made only by means of this entire Official Statement.
References to website addresses presented in this Official Statement are for informational purposes
only and may be in the form of a hyperlink solely for the reader's convenience. Unless specified
otherwise, such websites and the information or links contained therein are not incorporated into, and are
not part of, this Official Statement.
Certain statements included or incorporated by reference in this Official Statement constitute
"forward-looking statements." Such statements generally are identifiable by the terminology used, such
as "plan," "expect," "estimate," "project," "forecast," "budget" or other similar words. The achievement
of certain results or other expectations contained in such forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause actual results, performance or achievements
described to be materially different from any future results, performance or achievements expressed or
implied by such forward-looking statements. The City does not plan to issue any updates or revisions to
those forward-looking statements if or when its expectations or events, conditions or circumstances on
which such statements are based occur.
THE SERIES 2019 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,AS AMENDED,IN RELIANCE UPON
EXEMPTIONS CONTAINED IN SUCH ACTS. THE EXEMPTION OF THE SERIES 2019 BONDS
FROM REGISTRATION OR QUALIFICATION IN CERTAIN STATES CANNOT BE REGARDED AS
Page 1091 of 1418
A RECOMMENDATION THEREOF. 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 SERIES 2019 BONDS FOR SALE. ANY
REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
SERIES 2019 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET,AND SUCH STABILIZING,IF COMMENCED,MAY BE DISCONTINUED AT ANY
TIME. THE UNDERWRITERS MAY OFFER AND SELL THE SERIES 2019 BONDS TO CERTAIN
DEALERS AND OTHERS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED
ON THE INSIDE COVER PAGE OF THIS OFFICIAL STATEMENT,AND SUCH PUBLIC OFFERING
PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITERS.
THIS OFFICIAL STATEMENT SHALL NOT CONSTITUTE A CONTRACT BETWEEN THE
CITY OR THE UNDERWRITERS AND ANY ONE OR MORE HOLDERS OF THE SERIES 2019
BONDS.
THIS OFFICIAL STATEMENT IS BEING PROVIDED TO PROSPECTIVE PURCHASERS
EITHER IN BOUND PRINTED FORM ("ORIGINAL BOUND FORMAT") OR IN ELECTRONIC
FORMAT ON THE WEBSITE: WWW.MUNIOS.COM. THIS OFFICIAL STATEMENT MAY BE
RELIED UPON ONLY IF IT IS IN ITS ORIGINAL BOUND FORMAT OR IF IT IS PRINTED IN FULL
DIRECTLY FROM SUCH WEBSITE.
THIS PRELIMINARY OFFICIAL STATEMENT IS IN A FORM DEEMED FINAL BY THE
CITY FOR PURPOSES OF RULE 15C2-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED, EXCEPT FOR CERTAIN FINANCIAL INFORMATION PERMITTED TO BE
OMITTED PURSUANT TO RULE 15C2-12(B)(1).
ii
Page 1092 of 1418
TABLE OF CONTENTS
Page
INTRODUCTION 1
PURPOSE OF THE ISSUE 3
General. 3
The Project. 3
Plan of Refunding. 4
ESTIMATED SOURCES AND USES OF FUNDS 5
DESCRIPTION OF THE SERIES 2019 BONDS 6
General. 6
Redemption Provisions. 6
Book-Entry-Only System 8
Discontinuance of Book-Entry Only System. 10
SECURITY AND SOURCES OF PAYMENT 11
DEBT SERVICE SCHEDULE. 12
THE CITY 13
General. 13
Fiscal Year 2019 Budget. 13
AD VALOREM TAXATION 16
General. 16
Property Assessment Procedures 16
Levy of Ad Valorem Taxes. 16
Recent Property Tax Reform. 17
Proposed Amendments. 22
Voter Approved Debt. 22
Millage Rates 23
Tax Collection. 24
FUTURE BOND SALES. 31
PENSION AND OTHER POST EMPLOYMENT BENEFITS. 32
Defined Benefit Plans. 32
Other Retirement and Compensation Plans. 42
Other Post Employment Benefits 43
TAX MATTERS 46
General. 46
Risk of Future Legislative Changes and/or Court Decisions. 48
Original Issue Discount and Original Issue Premium. 48
FINANCIAL STATEMENTS 49
CONTINUING DISCLOSURE 49
LITIGATION. 50
LEGAL MATTERS. 50
ENFORCEABILITY OF REMEDIES. 51
RATINGS. 51
UNDERWRITING. 52
VERIFICATION OF MATHEMATICAL COMPUTATIONS. 53
FINANCIAL ADVISOR 53
CONTINGENT.FEES 53
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS. 53
AUTHORIZATION CONCERNING OFFICIAL STATEMENT. 54
MISCELLANEOUS. 54
Page 1093 of 1418
APPENDICES
APPENDIX A - General Information and Economic Data Regarding the
City of Miami Beach,Florida and Miami-Dade County,Florida. A-1
APPENDIX B - Excerpts from Comprehensive Annual Financial Report of the City of
Miami Beach,Florida for the Fiscal Year Ended September 30,2018 B-1
APPENDIX C - The Resolution. C-1
APPENDIX D - Proposed Form of Opinion of Bond Counsel. D-1
APPENDIX E - Proposed Form of Opinion of Disclosure Counsel. E-1
APPENDIX F - Form of Disclosure Dissemination Agent Agreement F-1
iv
Page 1094 of 1418
OFFICIAL STATEMENT
relating to
CITY OF MIAMI BEACH,FLORIDA
General Obligation and Refunding Bonds
Series 2019
INTRODUCTION
The purpose of this Official Statement, which includes the cover page and the appendices, is to
furnish information with respect to the issuance and sale by the City of Miami Beach, Florida(the "City")
of its$ *aggregate principal amount of General Obligation and Refunding Bonds,Series
2019 (the "Series 2019 Bonds"), including the use of proceeds and sources of funds pledged or available
for the payment thereof. The Series 2019 Bonds are being issued pursuant to and under the authority of
the Constitution and laws of the State of Florida (the "State"), including, without limitation, Article VII,
Section 12 of the Florida Constitution, Chapter 166,Part II,Florida Statutes, as amended, Sections 132.33-
132.47,Florida Statutes, as amended(with respect to the portion of the Series 2019 Bonds constituting the
Refunding Bonds, as such term is hereinafter defined), the City of Miami Beach Charter (the "City
Charter") and other applicable provisions of law, and pursuant and subject to the terms and conditions of
Resolution No. adopted by the Mayor and City Commission of the City (collectively, the "City
Commission") on , 2019 (the "Resolution"). For a more detailed description of the terms
and conditions of the Series 2019 Bonds, and the provisions of the Resolution, see "APPENDIX C - The
Resolution."
On September 17, 1999, the City 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 "1999 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"1999 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 wither the City should be
authorized to issue not exceeding $57,915,000 in principal amount of general obligation bonds (the "1999
Neighborhood General Obligation Bonds" and, together with the 1999 Fire Safety General Obligation
Bonds and the 1999 Parks and Beaches General Obligation Bonds,the"1999 Referenda 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 1999 Referenda General
Obligation Bonds was approved by the electorate of the City in accordance with the applicable laws of the
State. On November 3, 1999, the City Commission adopted Resolution No. 99-23362 adopting the
* Preliminary; subject to change.
Page 1095 of 1418
certification by the Supervisor of Elections of Miami-Dade County, Florida (the "County"), of the results
of the special elections approving the issuance of the 1999 Referenda General Obligation Bonds.
On July 22,2003,the City issued$62,465,000 in aggregate principal amount of the 1999 Referenda
General Obligation Bonds consisting of(i) $690,000 in principal amount of the 1999 Fire Safety General
Obligation Bonds, (ii) $15,600,000 in principal amount of the 1999 Parks and Beaches General Obligation
Bonds, and (iii) $46,175,000 in principal amount of the 1999 Neighborhood General Obligation Bonds,
designated the City of Miami Beach, Florida General Obligation Bonds, Series 2003 (collectively, the
"Series 2003 Bonds"). The Series 2003 Bonds were issued pursuant to Resolution No.2003-25240 adopted
by the City Commission on June 11, 2003 (the "Series 2003 Resolution"). Prior to issuance of the Series
2019 Bonds, the Series 2003 Bonds were Outstanding in the aggregate principal amount of$28,080,000.
On July 25, 2018, the City Commission adopted (i) Resolution No. 2018-30440 calling for a
special election on November 6, 2018 to submit to the electorate of the City a bond referendum to decide
whether the City should be authorized to issue not exceeding $72,000,000 in principal amount of general
obligation bonds (the "Public Safety General Obligation Bonds") to improve the City's police, fire and
public safety facilities, equipment and technology and to improve lighting and security throughout the City
(collectively, the "Public Safety Projects"); (ii) Resolution No. 2018-30441 calling for a special election
on November 6, 2018 to submit to the electorate of the City a bond referendum to decide whether the City
should be authorized to issue not exceeding $198,000,000 in principal amount of general obligation bonds
(the "Neighborhoods and Infrastructure General Obligation Bonds") to improve the City's neighborhoods
and infrastructure (collectively, the"Neighborhoods and Infrastructure Projects"); and(iii)Resolution No.
2018-30442 calling for a special election on November 6, 2018 to submit to theelectorate of the City a
bond referendum to decide whether the City should be authorized to issue not exceeding $169,000,000 in
principal amount of general obligation bonds (the "Parks and Recreational and Cultural Facilities General
Obligation Bonds" and, together with the Public Safety General Obligation Bonds and the Neighborhoods
and Infrastructure General Obligation Bonds,the"2018 Referenda General Obligation Bonds")to improve
the City's parks, recreational facilities and cultural facilities (collectively, the "Parks and Recreational and
Cultural Facilities Projects").
At such special elections on November 6, 2018, the issuance of the 2018 Referenda General
Obligation Bonds was approved by the electorate of the City in accordance with the applicable laws of the
State. On December 12, 2018, the City Commission adopted Resolution No. 2018-30619 adopting the
certification by the Supervisor of Elections of the County of the results of the special elections approving
the issuance of the 2018 Referenda General Obligation Bonds.
The portion of the Series 2019 Bonds designated to pay costs related to the Project(as hereinafter
defined) constitutes 2018 Referenda General Obligation Bonds in the respective amounts hereinafter
described. See"PURPOSE OF THE ISSUE -The Project"herein. The portion of the Series 2019 Bonds
designated to pay costs related to the refunding of all* of the outstanding Series 2003 Bonds constitutes
Refunding Bonds (as defined in the Resolution). See "PURPOSE OF THE ISSUE - Plan of Refunding"
herein.
The Series 2019 Bonds will be issued in book-entry only form and purchasers of the Series 2019
Bonds will not receive certificates representing their interest in the Series 2019 Bonds purchased. The
Series 2019 Bonds will contain such other terms and provisions,including provisions regarding redemption,
as described in "DESCRIPTION OF THE SERIES 2019 BONDS" herein.
* Preliminary; subject to change.
2
Page 1096 of 1418
The Series 2019 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 pay the principal of and interest on the Series 2019 Bonds
as the same shall become due and payable. 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 Series 2019
Bonds. See "SECURITY AND SOURCES OF PAYMENT"herein.
This introduction is intended to serve as a brief description of this Official Statement and is
expressly qualified by reference to this Official Statement as a whole. A full review should be made of
this entire Official Statement, as well as the documents and reports summarized or described herein. The
description of the Series 2019 Bonds,the documents authorizing and securing the same, including,without
limitation,the Resolution, and the information from various reports contained herein are not comprehensive
or definitive. All references herein to such documents and reports are qualified by the entire, actual content
of such documents and reports. Copies of such documents and reports may be obtained from the City by
contacting the City's Chief Financial Officer, 1700 Convention Center Drive,Miami Beach,Florida 33139,
Telephone number: (305) 673-7466, Facsimile number: (305) 673-7795, Email address:
www.miamibeachfl.gov/finance.
Capitalized terms used but not defined in this Official Statement shall have the meaning ascribed
to such terms in the Resolution. See "APPENDIX C -The Resolution."
PURPOSE OF THE ISSUE
General
The Series 2019 Bonds are being issued for the purpose of providing funds to(i)finance a portion
of the costs of the (a) Public Safety Projects, (b)Neighborhoods and Infrastructure Projects, and(c) Parks
and Recreational and Cultural Facilities Projects (collectively, the "Project"), including to the extent
permissible under the Code reimbursement to the City of any moneys previously advanced by the City to
pay any portion of the cost of the Project, as more particularly described below in "The Project;" (ii)
provide for the refunding of all* of the outstanding Series 2003 Bonds (the "Refunded Bonds"), as more
particularly described below in"Plan of Refunding;"and(iii)pay costs related to the issuance of the Series
2019 Bonds and the refunding of the Refunded Bonds. See "ESTIMATED SOURCES AND USES OF
FUNDS"herein.
The Project
The Resolution authorizes the Series 2019 Bonds to be issued in an aggregate,principal amount not
to exceed $185,000,000, with not to exceed $ in principal amount of the Public Safety
General Obligation Bonds to be issued to pay the costs of a portion of the Public Safety Projects and
related costs of issuance of the Series 2019 Bonds, (ii) not to exceed $ in principal amount
of the Neighborhoods and Infrastructure General Obligation Bonds to be issued to pay the costs of a
portion of the Neighborhoods and Infrastructure Projects and related costs of issuance of the Series 2019
Bonds, (iii) not to exceed$ in principal amount of the Parks and Recreational and Cultural
Facilities General Obligation Bonds to be issued to pay the costs of a portion of the Parks and Recreational
and Cultural Facilities Projects and related costs of issuance of the Series 2019 Bonds, and (iv) not to
exceed $35,000,000 in principal amount of the Refunding Bonds to be issued to refund the Refunded
* Preliminary; subject to change.
3
Page 1097 of 1418
Bonds and pay costs of issuance related to the Refunded Bonds. See "ESTIMATED SOURCES AND
USES OF FUNDS" herein for the amount of the proceeds of the Series 2019 Bonds expected to be
allocated for each of the purposes for which the Series 2019 Bonds shall be issued.
A portion of the proceeds of the Series 2019 Bonds consisting of(i) the Public Safety General
Obligation Bonds shall be deposited in the City of Miami Beach Series 2019 Public Safety General
Obligation Bond Construction Account established under the Resolution (the "Public Safety Projects
Construction Account") and disbursed to pay costs of the Public Safety Projects; (ii) the Neighborhoods
and Infrastructure General Obligation Bonds shall be deposited in the City of Miami Beach Series 2019
Neighborhoods and Infrastructure General Obligation Bond Construction Account established under the
Resolution (the "Neighborhoods and Infrastructure Projects Construction Account") and disbursed to pay
costs of the Neighborhoods and Infrastructure Projects; and (iii) the Parks and Recreational and Cultural
Facilities General Obligation Bonds shall be deposited in the City of Miami Beach Series 2019 Parks and
Recreational and Cultural Facilities General Obligation Bond Construction Account established under the
Resolution(the"Parks,Recreational and Cultural Facilities Projects Construction Account") and disbursed
to pay costs of the Parks and Recreational and Cultural Facilities Projects. The payment of the costs
described in this paragraph shall include reimbursement to the City of funds advanced for such costs which
may be reimbursed pursuant to the Code.
Any balance remaining in the Public Safety Projects Construction Account after payment or
provision for payment of the costs of Public Safety Projects described above, in the Neighborhoods and
Infrastructure Projects Construction Account after payment or provision for payment of the costs of
Neighborhoods and Infrastructure Projects described above, or in the Parks, Recreational and Cultural
Facilities Projects Construction Account after payment or provision for payment of the costs of Parks and
Recreational and Cultural Facilities Projects described above shall be transferred to the Paying Agent for
deposit in the City of Miami Beach Series 2019 General Obligation Bond Principal and Interest Account
established under the Resolution (the "Principal and Interest Account") and used solely to pay principal
of and interest on the Series 2019 Bonds.
Plan of Refunding
A portion of the proceeds of the Series 2019 Bonds will be used to provide for the refunding and
defeasance of the Refunded Bonds. The City will call the Refunded Bonds for redemption on
2019 at a redemption price equal to 100% of the principal amount of the Refunded Bonds, without
premium.
To effect the refunding and defeasance of the Refunded Bonds, the City will enter into an Escrow
Deposit Agreement (the "Escrow Agreement") on or prior to the delivery of the Series 2019 Bonds with
U.S. Bank National Association, Jacksonville, Florida(the "Escrow Agent"). Pursuant to the terms of the
Escrow Agreement, the City will deposit a portion of the proceeds of the Series 2019 Bonds constituting
the Refunding Bonds into an escrow deposit trust fund to be maintained by the Escrow Agent(the"Escrow
Deposit Trust Fund"). A portion of such proceeds will be applied on the date of delivery of the Series
2019 Bonds to [the purchase of certain Government Obligations (as defined in the Series 2003 Resolution)
maturing at such times and in such amounts so that the maturing principal, together with the interest
income thereon and cash held uninvested in the Escrow Deposit Trust Fund, will be sufficient to] pay the
principal of and interest due on the Refunded Bonds to and including , 2019, on which date
the Refunded Bonds will be redeemed.
Subsequent to the deposit of moneys into the Escrow Deposit Trust Fund and the investment of
such moneys as described in the preceding paragraph, the Refunded Bonds, in the opinion of Bond
Counsel,rendered in reliance upon schedules verified as to accuracy by Integrity Public Finance Consulting
4
Page 1098 of 1418
LLC (the "Verification Agent"), will no longer be outstanding under the provisions of the Series 2003
Resolution. See "VERIFICATION OF MATHEMATICAL COMPUTATIONS"herein.
The maturing principal of and interest on the Government Obligations and cash held uninvested
in the Escrow Deposit Trust Fund will not be available to pay principal of and interest on the Series 2019
Bonds.
The Refunded Bonds consist of the following:*
Series 2003 Bonds
Maturity Principal Maturity Principal
(September 1) Amount (September 1) Amount
2024 $2,300,000 2028 (1) $ 7,835,000
2025 2,395,000 2033 (1) 15,550,000
(1) Term Bonds.
ESTIMATED SOURCES AND USES OF FUNDS
The following table sets forth the estimated sources and uses of funds in.connection with the
issuance of the Series 2019 Bonds:
Sources of Funds
Par Amount of Series 2019 Bonds $
Net Original Issue Discount/Premium
Total Estimated Sources of Funds $
Uses of Funds
Deposit to Public Safety Projects Construction Accountw $
Deposit to Neighborhoods and Infrastructure Projects
Construction Account(')
Deposit to Parks, Recreational and Cultural Facilities Projects
Construction Accounen
Deposit to Escrow Deposit Trust Fund(2)
Cost of Issuance)
Underwriters' Discount
Total Estimated Uses of Funds $
Footnotes for the immediately preceding table are provided below and continued on the next page.
(1) See "PURPOSE OF THE ISSUE -The Project"herein.
* Preliminary; subject to change.
5
Page 1099 of 1418
(2) See "PURPOSE OF THE ISSUE-Plan of Refunding"herein.
(3) To pay certain costs of issuance of the Series 2019 Bonds and refunding the Refunded Bonds, including,
without limitation,printing costs,fees of bond counsel,disclosure counsel,the financial advisor and the rating
agencies, and miscellaneous costs of issuance.
DESCRIPTION OF THE SERIES 2019 BONDS
General
The Series 2019 Bonds will be dated their date of original issuance and delivery. The Series 2019
Bonds will bear interest at the rates and will mature on the dates and in the amounts set forth on the inside
cover page of this Official Statement. Interest on the Series 2019 Bonds is payable semiannually
commencing on November 1, 2019 and on each May 1 and November 1 thereafter. Such interest shall be
calculated on the basis of a 360 day year consisting of twelve 30-day months. The City has appointed U.S.
Bank National Association, Jacksonville, Florida, to serve as the paying agent for the Series 2019 Bonds
(the "Paying Agent") and as the bond registrar for the Series 2019 Bonds (the "Bond Registrar").
If the date for payment of the principal of or interest on the Series 2019 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.
The Series 2019 Bonds will be issued as fully registered bonds,without coupons,in denominations
of$5,000 or any integral multiple thereof, and when issued,will be registered in the name of Cede& Co.,
as registered owner and nominee of The Depository Trust Company, New York, New York ("DTC").
Purchases of beneficial interests in the Series 2019 Bonds will be made in book-entry-only form, without
certificates. Unless a securities depository other than DTC is selected by the City, so long as the Series
2019 Bonds shall be in book-entry-only form, the principal of and interest on the Series 2019 Bonds will
be payable to Cede&Co. (or such other nominee selected by DTC), as registered owner thereof, and will
be distributed by DTC and the DTC Participants to the Beneficial Owners (as such terms are hereinafter
defined). See "DESCRIPTION OF THE SERIES 2019 BONDS - Book-Entry Only System" herein.
Redemption Provisions
Optional Redemption
The Series 2019 Bonds maturing on or before May 1, 20 are not subject to redemption prior
to maturity. The Series 2019 Bonds maturing on or after May 1,20 shall be 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 one hundred percent(100%) of the principal amount thereof plus accrued interest from
the most recent interest payment date to the redemption date.
Mandatory Sinking Fund Redemption
The Series 2019 Bonds maturing May 1, 20 are subject to mandatory redemption prior to
maturity, in part and selected by lot, at a redemption price of one hundred percent(100%) of the principal
amount thereof on May 1, 20 and on each May 1 thereafter set forth below in the following principal
amounts:
6
Page 1100 of 1418
Due Amortization
(May 1) Requirement
* Final maturity.
Notice of Redemption
Mailing of Notice of Redemption. Notice of redemption shall be given by the Bond Registrar 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 Series 2019 Bonds or
portions of the Series 2019 Bonds to be redeemed at their addresses as they appear on the registration
books to be maintained in accordance with the provisions of the Resolution. Failure to mail any such
notice to a registered owner of a Series 2019 Bond, or any defect therein, shall not affect the validity of
the proceedings for redemption of any Series 2019 Bond or portion thereof with respect to which no failure
or defect occurred.
Such notice of redemption shall set forth the date fixed for redemption, the rate of interest borne
by each Series 2019 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 Series 2019 Bonds then Outstanding
shall be called for redemption, the distinctive numbers and letters, including CUSIP numbers, if any, of
such Series 2019 Bonds to be redeemed and, in the case of Series 2019 Bonds to be redeemed in part only,
the portion of the principal amount thereof to be redeemed. If any Series 2019 Bond is to be redeemed
in part only, the notice of redemption which relates to such Series 2019 Bond shall also state that on or
after the redemption date, upon surrender of such Series 2019 Bond, a new Series 2019 Bond or Series
2019 Bonds in a principal amount equal to the unredeemed portion of such Series 2019 Bond will be
issued. If the optional redemption of any of the Series 2019 Bonds is conditioned upon the receipt of
sufficient moneys, the notice of redemption which relates to such Series 2019 Bonds shall also state that
the redemption is so conditioned.
Any notice mailed as described above shall be conclusively presumed to have been duly given,
whether or not the owner of such Series 2019 Bond receives such notice. The Bond Registrar shall not
be required to transfer or exchange any Series 2019 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.
Effect of Calling for Redemption. Notice having been given in the manner and under the conditions
provided above, the Series 2019 Bonds or portions of Series 2019 Bonds so called for redemption shall,
on the redemption date designated in such notice,become and bedue and payable at the redemption price
provided for redemption of such Series 2019 Bonds or portions of Series 2019 Bonds on such date;
provided,however,that Series 2019 Bonds or portions of Series 2019 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 Series 2019 Bonds
or portions of such Series 2019 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 theregistered owners
of the Series 2019 Bonds or portions thereof to be redeemed, all as provided in the Resolution, interest on
7
Page 1101 of 1418
the Series 2019 Bonds or portions of Series 2019 Bonds so called for redemption shall cease to accrue,
such Series 2019 Bonds and portions of Series 2019 Bonds shall cease to be entitled to any lien, benefit
or security under the Resolution and shall be deemed paid thereunder, and the registered owners of such
Series 2019 Bonds or portions of Series 2019 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 paragraph,to receive Series
2019 Bonds for any unredeemed portions of the Series 2019 Bonds.
In case part but not all of an Outstanding fully registered Series 2019 Bond shall be selected for
redemption,the registered owners thereof shall present and surrender such Series 2019 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 Series 2019 Bonds so surrendered, a Series 2019 Bond or Series 2019 Bonds
fully registered as to principal and interest.
Book-Entry Only System
The following description of the procedures and record keeping with respect to beneficial
ownership interests in the Series 2019 Bonds,payment of the principal of and interest on the Series 2019
Bonds to DTC Participants or Beneficial Owners (as such terms are hereinafter defined)of the Series 2019
Bonds, confirmation and transfer of beneficial ownership interest in the Series 2019 Bonds and other
related transactions by and between DTC, the DTC Participants and the Beneficial Owners of the Series
2019 Bonds is based solely on information furnished by DTC on its website for inclusion in this Official
Statement. Accordingly, neither the City nor the Underwriters can make any representation concerning
these matters or take any responsibility for the accuracy or completeness of such information.
DTC will act as securities depository for the Series 2019 Bonds. The Series 2019 Bonds will be
issued as fully-registered securities registered in the name of Cede & Co., as DTC's partnership nominee,
or such other name as may be requested by an authorized representative of DTC. One fully-registered
Series 2019 Bond certificate will be issued for each maturity of the Series 2019 Bonds, each in the
aggregate principal amount of such maturity, as set forth on the inside cover page of this Official
Statement, 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 issues, corporate and municipal debt issues, and money market instruments
from over one hundred(100) countries that its participants ("Direct Participants")deposit with DTC. DTC
also facilitates the post-trade 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,thereby eliminating 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"and, together with Direct Participants, "DTC Participants"). DTC has
8
Page 1102 of 1418
•
a S&P Global Ratings, a division of Standard&Poor's Financial Services LLC, rating of AA+. The DTC
rules applicable to the DTC Participants are on file with the Securities and Exchange Commission. More
information about DTC can be found at www.dtcc.com.
Purchases of Series 2019 Bonds under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Series 2019 Bonds on DTC's records. The ownership
interest of each actual purchaser of each Series 2019 Bond ("Beneficial Owner") is in turn to be recorded
on the DTC Participants' records. Beneficial Owners will not receive written confirmation from DTC of
their purchase but Beneficial Owners are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the DTC Participant through which the
Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2019 Bonds
are to be accomplished by entries made on the books of DTC Participants acting on behalf of Beneficial
Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series
2019 Bonds, except in the event that use of the book-entry system for the Series 2019 Bonds is
discontinued.
To facilitate subsequent transfers, all Series 2019 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 Series 2019 Bonds with DTC and their
registration in the name of Cede & Co., or such other DTC nominee, will not effect any change in
beneficial ownership of the Series 2019 Bonds. DTC has no knowledge of the actual Beneficial Owners
of the Series 2019 Bonds; DTC's records reflect only the identity of the Direct Participants to whose
accounts such Series 2019 Bonds are credited, which may or may not be the Beneficial Owners. The DTC
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 DTC 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 Series 2019 Bonds may wish to take certain steps to augment the
transmission to them of notices of significant events with respect to the Series 2019 Bonds, such as
redemptions, defaults and proposed amendments to the documents securing the Series 2019 Bonds. For
example, Beneficial Owners of the Series 2019 Bonds may wish to ascertain that the nominee holding the
Series 2019 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 are provided directly to them.
Redemption notices shall be sent by the Bond Registrar to DTC. If less than all of the Series 2019
Bonds within an issue are being redeemed,DTC's practice is to determine by lot the amount of the interest
of each Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to
Series 2019 Bonds unless authorized by a Direct Participant in accordance with DTC's 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 the Series 2019 Bonds are credited on the record date (identified in a listing attached to the
Omnibus Proxy).
Principal and interest payments on the Series 2019 Bonds will be made 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
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Page 1103 of 1418
City or the Paying Agent on the payable date in accordance with their respective holdings shown on DTC's
records. Payments by DTC 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 "street name," and will be the responsibility of such Participant and not of DTC, nor 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 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 or the Paying Agent,
disbursement of such payments to Direct Participants shall be the responsibility of DTC,and disbursement
of such payments to the Beneficial Owners shall be the responsibility of DTC Participants.
When reference is made to any action which is required or permitted to be taken by the Beneficial
Owners, such reference shall only relate to those permitted to act (by statute, regulation or otherwise) on
behalf of such Beneficial Owners for such purposes. When notices are given,they shall be sent by the City
only to DTC.
NEITHER THE CITY, THE BOND REGISTRAR, NOR THE PAYING AGENT WILL
HAVE ANY RESPONSIBILITY OR OBLIGATION TO ANY DIRECT OR INDIRECT
PARTICIPANT OR THE PERSONS FOR WHOM THEY ACT AS NOMINEES WITH RESPECT
TO THE SERIES 2019 BONDS IN RESPECT OF THE ACCURACY OF ANY RECORDS
MAINTAINED BY DTC OR ANY DIRECT OR INDIRECT PARTICIPANT,THE PAYMENT BY
DTC OR ANY DIRECT OR INDIRECT PARTICIPANT OF ANY AMOUNT IN RESPECT OF
THE PRINCIPAL OF OR INTEREST ON THE SERIES 2019 BONDS,ANY NOTICE WHICH IS
PERMITTED OR REQUIRED TO BE GIVEN TO BONDHOLDERS UNDER THE RESOLUTION,
THE SELECTION BY DTC OR ANY DIRECT OR INDIRECT PARTICIPANT OR ANY PERSON
TO RECEIVE PAYMENT IN THE EVENT OF A PARTIAL REDEMPTION OF THE SERIES
2019 BONDS, OR ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS
BONDHOLDER. SO LONG AS CEDE&CO. IS THE REGISTERED OWNER OF THE SERIES
2019 BONDS, AS NOMINEE OF DTC, REFERENCES IN THIS OFFICIAL STATEMENT TO
THE BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2019 BONDS SHALL
MEAN CEDE & CO.,AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES
2019 BONDS.
Discontinuance of Book-Entry Only System
In the event the City determines that it is in the best interest of the Beneficial Owners to obtain
Series 2019 Bond certificates, the City may notify DTC and the Bond Registrar, whereupon DTC will
notify the DTC Participants, of the availability through DTC of Series 2019 Bond certificates. In such
event, the City shall prepare and execute, and the Bond Registrar shall authenticate,transfer and exchange,
Series 2019 Bond certificates as requested by DTC in appropriate amounts and within the guidelines set
forth in the Resolution. DTC may also determine to discontinue providing its services with respect to the
Series 2019 Bonds at any time by giving written notice to the City and the Bond Registrar and discharging
its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no •
successor securities depository), the City and the Bond Registrar shall be obligated to deliver Series 2019
Bond certificates as described herein.
In the event Series 2019 Bond certificates are issued, the provisions of the Resolution shall apply
to, among other things, the transfer and exchange of such certificate and the method of payment of
principal of and interest on such certificates. Whenever DTC requests the City and the Bond Registrar to
do so, the City will direct the Bond Registrar to cooperate with DTC in taking appropriate action after
reasonable notice(i)to make available one or more separate certificates evidencing the Series 2019 Bonds
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to any DTC Participant having Series 2019 Bonds credited to its DTC account; or(ii)to arrange for another
securities depository to maintain custody of certificates evidencing the Series 2019 Bonds.
SECURITY AND SOURCES OF PAYMENT
The Series 2019 Bonds constitute general obligations of the City. In each Fiscal Year while any
of the Series 2019 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 corporate limits of the City (excluding
exemptions as provided by applicable law), in addition to all other taxes, sufficient in amount to pay the
principal of and interest on the Series 2019 Bonds as the same shall become due and payable.
The tax assessed, levied and collected for the security and payment of the Series 2019 Bonds shall
be assessed, levied and collected, in the same manner and at the same time as other ad valorem 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 Series 2019 Bonds. On or before each interest or principal payment date
for the Series 2019 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 and interest on the Series 2019 Bonds then
due and payable.
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 Series 2019 Bonds. See "AD VALOREM TAXATION" herein.
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DEBT SERVICE SCHEDULE
Set forth below are the debt service requirements of the Series 2019 Bonds, all other general
obligation bonds outstanding upon issuance of the Series 2019 Bonds and the total combined debt service
on all outstanding general obligation bonds of the City, including the Series 2019 Bonds, immediately
following issuance of the Series 2019 Bonds.
Total Series
2019 Bonds
Fiscal Year and Outstanding
Ending Series 2019 Bonds Outstanding* General
September 30 Principal Interest Total Bonds Obligation Bonds
2019 $ $ $ $ 5,899,968.76 $
2020 5,890,168.76
2021 3,527,918.76
2022 3,608,318.76
2023 3,525,818.76
2024 3,542,068.76
2025 3,539,318.76
2026 3,542,531.26
2027 3,543,156.26
2028 3,543,968.76
2029 3,544,750.00
2030 3,541,725.00
2031 3,543,075.00
2032 3,543,350.00
2033 3,537,325.00
2034 —0—
2035 —0—
2036 —0—
2037 —0—
2038 —0—
2039 —0—
2040 —0—
2041 —0—
2042 —0—
2043 —0—
2044 —0—
2045 —0—
2046 —0-
2047 —0—
2048 —0—
2049 —0—
Total $ $ $ $57,873,462.60 $
* Includes the Refunded Bonds,which are expected to be defeased upon issuance of the Series 2019 Bonds,
subject to market conditions during the pricing of the Series 2019 Bonds.
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Page 1106 of 1418
THE CITY
General
The City was incorporated as a municipal corporation on March 26, 1915 and was created by the
Florida Legislature,pursuant to Chapter 7672,Laws of Florida(1917). The City is governed by an elected
mayor and six (6) member commission. The City operates under a Commission-Manager form of
government. The term for the Mayor is two (2) years, with a lifetime term limit of three (3) two-year
terms. The term for members of the City Commission is four (4) years, with a lifetime term limit of two
(2) four-year terms. The City Commission is responsible, among other things, for passing ordinances,
adopting the budget, approving property tax levies and debt secured by the full faith and credit of the City
or any of its revenue streams, appointing committees, and hiring the City Manager, the City Attorney and
the City Clerk. The City Manager is responsible for carrying out the policies and ordinances of the City
Commission, for overseeing the day-to-day operations of the City, and for appointing the heads of the
various depaitnients, with the consent of the City Commission.
The City provides a full range of municipal services. These services include police and fire
protection, recreational activities, parks, cultural events, sanitation services, water, sewer and stormwater
services,public transportation,neighborhood community services, and the construction of and maintenance
of streets and infrastructure. For more detailed information about the City, see "APPENDIX A - General
Information Regarding the City of Miami Beach, Florida and Miami-Dade County, Florida."
Fiscal Year 2019 Budget
Pursuant to the City Charter, the City Manager makes public annually a budget summary setting
forth the proposed cost of the various departments of the City and reflecting the personnel for each
department. The annual budget serves as the foundation for the City's fmancial planning and control.
Prior to the first public hearing required by State law, the City Commission is presented with the proposed
budget. The proposed budget includes anticipated expenditures and the means for funding them. After
City Commission review and two (2) public hearings, the budget is required to be adopted prior to the
beginning of each Fiscal Year. Budget components are approved by fund and department and authorized
at the department level. Management of the City may transfer amounts between line items within a
depaitnient as long as the transfer does not result in an increase in the department's budget. Increases to
funds or depai talent budgets and transfers between departments require City Commission approval.
Set forth below is a summary of the City's General Fund operating budget for the Fiscal Year
ending September 30, 2019. The City's budget was approved on September 26, 2018 and is presented
below in two (2) separate tables, one summarizing the approved budget for revenues and one summarizing
the approved budget for appropriations.
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Adopted Budget for Fiscal Year 2019
General Fund Revenues
General Operating Revenues General Fund
Ad Valorem Taxes $179,020,000
Ad Valorem- Capital Renewal and Replacement 748,000
Ad Valorem-Pay-As-You-Go Capital 2,400,000
Ad Valorem-Normandy Shores 165,000
Other Taxes 25,262,000
Licenses and Permits 31,454,000
Intergovernmental 12,115,000
Charges for Services 12,503,000
Fines and Forfeits 1,860,000
Interest Earnings 3,617,000
Rents and Leases 5,899,000
Miscellaneous 14,116,000
Resort Tax Contribution 35,836,000
Other Non-Operating Revenue 20,650,000
Total General Fund Operating Revenues $345,645,000
Source: City of Miami Beach,Florida Adopted Work Plan and Operating Budget for Fiscal Year 2018/19.
•
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Adopted Budget for Fiscal Year 2019
General Fund Appropriations
General Expenditure Appropriations General Fund
Mayor and City Commission $ 2,416,000
Administrative Support
City Manager 4,129,000
Communications 2,339,000
Budget and Performance Improvement 1,875,000
Internal Audit 832,000
Inspector General 484,000
Organization Development and Performance Initiatives 893,000
Finance 6,714,000
Procurement 2,550,000
Human Resources/Labor Relations 3,003,000
City Clerk 1,755,000
City Attorney 5,818,000
Economic Development and Cultural Arts
Housing and Community Services 3,624,000
Building 15,243,000
Environment and Sustainability 1,462,000
Planning 4,686,000
Tourism, Cultural and Economic Development 5,373,000
Operations
Code Compliance 6,215,000
Parks and Recreation 38,680,000
Public Works 15,176,000
Capital Improvement Projects 5,227,000
Public Safety
Police 112,094,000
Fire 87,551,000
Emergency Management 1,513,000
Citywide
Citywide Accounts 10,399,000
Citywide Accounts -Normandy Shores 253,000
Citywide Accounts - Operating Contingency 1,893,000
Subtotal 342,197,000
Transfers
Capital Renewal and Replacement 748,000
Pay-As-You-Go Capital 2,400,000
Information and Communication Technology Fund 300,000
Subtotal 3,448,000
Total General Fund Expenditure Appropriation $345,645,000
Source: City of Miami Beach,Florida Adopted Work Plan and Operating Budget for Fiscal Year 2018/19.
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AD VALOREM TAXATION
General
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(10) 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. Notwithstanding the foregoing, no limitation exists as to the rate or
amount of ad valorem taxes that may be levied for the payment of indebtedness approved by referendum.
Consequently, limitations otherwise applicable to the amount of ad valorem taxes that can be levied do not
apply to taxes required to be levied to pay debt service on the City's general obligation bonds, including
the Series 2019 Bonds.
The millage rate of each taxing authority, except as limited by law, is established on the basis of
estimates of revenue needs and total taxable property valuations within each taxing authority's 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 ninety-five percent(95%) tax collection
rate.
In 1973, the State enacted legislation to encourage public awareness of spending and taxing
decisions made by local elected officials. That legislation was amended in 1980 by the Truth in Millage
or"TRIM BILL,"now codified as Section 200.065, Florida Statutes. The 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 fmal 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 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 County's Value Adjustment Board,
which considers petitions relating to assessments and exemptions. The County's Value Adjustment Board
consists of members of the Board of County Commissioners of the County,the Miami-Dade County School
Board and citizen representatives. The Value Adjustment Board certifies the assessment roll upon
completion of the hearing of all property assessment appeals. Millage rates are then computed by the
various taxing authorities and certified to the County Property Appraiser, who applies the millage rates to
the final assessment roll. This procedure creates the tax roll that is then annually delivered to the County
Tax Collector on or about the first Monday in October of each year.
Levy of Ad Valorem Taxes
In October, 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
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such notice,with discounts at the rate of four percent(4%)if paid in the month of November,three percent
(3%) if paid in the month of December, two percent(2%) if paid in the month of January, and one percent
(1%) if paid in the month of February.
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 sixty (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 (i) the first $25,000 of assessed value for a permanent residence (the "homestead
property"); (ii)property owned by certain permanently and totally disabled persons; (iii) renewable energy
source improvements; (iv) inventory; (v) property used by hospitals, nursing homes, homes for special
services, and property used by nonprofit homes for the aged; (vi) education property; (vii)property owned
by certain charitable, literary, religious or scientific organizations; (viii) property owned by not-for-profit
sewer and water companies; and (ix) 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.
Recent Property Tax Reform
Amendments have been to the provisions of the Florida Constitution affecting the assessment of
property or the collection of ad valorem tax revenues. Several of such amendments are summarized below.
Save Our Homes Constitutional Amendment
By voter referendum held on November.3, 1992,Article VII, Section 4 of the Florida Constitution
was amended to add a subsection which, in effect, limits the increases in assessed just value of homestead
property to the lesser of(a) three percent (3%) of the assessment for the prior year or (b) the percentage
change in the Consumer Price Index, as further defined therein. The Amendment is commonly referred
to as the "Save Our Homes Amendment." Further, the Save Our Homes Amendment provides that(i) no
assessment shall exceed just value; (ii) 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; (iii) new homestead property shall be assessed at just value
as of January 1 of the year following the establishment of the homestead; and (iv) changes, additions,
reductions or improvements to homestead property shall initially be assessed as provided for by general
law, and thereafter as provided in the amendment.
2006 Constitutional Amendments
In the November 7, 2006 general election, Florida voters approved an amendment to the State
Constitution to provide an increase in the homestead exemption, from$25,000 to $50,000, for certain low-
income seniors, effective January 1, 2007. An amendment to the State Constitution was also approved in
the November 7, 2006 election to provide a discount for certain permanently disabled veterans from the
amount of ad valorem taxes collected from such veterans. The disabled veterans amendment became
effective on December 7, 2006.
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Rollback Law
In June 2007, the Florida legislature enacted Chapter 2007-321, Laws of Florida (2007) (the
"Rollback Law"). The Rollback Law took effect immediately and affected governmental budgets prepared
for fiscal year 2007-2008 and subsequent fiscal years. The Rollback Law required all counties, cities and
special districts to "roll back" their fiscal year 2008 tax rates so that such governmental entities collected
the same revenue in fiscal year 2008 that they collected in fiscal year 2007, plus a further zero percent
(0%) to nine percent (9%) tax cut from fiscal year 2007 figures, depending on tax increases adopted by
the individual county, city or special district since fiscal year 2002. Using the formula set forth in the
Rollback Law,the City reduced its ad valorem tax rate for the collection of general fund operating revenues
in Fiscal Year 2008 by %from its Fiscal Year 2007 collections. The Rollback Law further provides
that, after fiscal year 2009, property tax rate growth in cities, counties and special districts cannot exceed
the growth of new construction and per capita personal income. The City can exceed the new statutory
cap on property tax rate growth (i) by up to ten percent (10%) following a two-thirds (2/3) majority vote
of the City Commission or(ii)by an unlimited amount following a three-fourths (3/4)majority vote of the
City Commission or approval by the electors of the City via referendum.
January 2008 Constitutional Amendments
In the January 29, 2008 special election, Florida voters approved amendments to the State
Constitution to exempt certain portions of a property's assessed value from taxation, and in certain cases
limit increases in assessed value of non-homestead property. Certain provisions from such amendments
are summarized below. Generally, the amendments approved January 29, 2008:
1. Provide for an additional$25,000 exemption for the assessed value of homestead property
to increase the homestead exemption, for property owners using the standard homestead exemption, to
$50,000 (thus doubling the existing homestead exemption for property with an assessed value equal to
$50,000 or greater and increasing the homestead exemption to$75,000 for property owners eligible to use
one of the special homestead exemptions and having property with an assessed value equal to or greater
than $75,000). The additional $25,000 exemption, however, does not apply to school district taxes.
2. Permit owners of homestead property to transfer their "Save Our Homes" benefit (up to
$500,000) to a new homestead property purchased within two (2) years of the sale of their previous
homestead property to which such benefit applied if the just value of the new homestead is greater than
or is equal to the just value of the prior homestead property. If the just value of the new homestead
property is less than the just value of the prior homestead property,then owners of homestead property may
transfer a proportional amount of their "Save Our Homes" benefit, such proportional amount being equal
to the just value of the new homestead property divided by the just value of the prior homestead property,
multiplied by the assessed value of the prior homestead property.
3. Exempt from ad valorem taxation $25,000 of the assessed value of property subject to
tangible personal property tax.
4. Limit increases in the assessed value of non-homestead property to ten percent (10%)per
year, subject to certain adjustments. 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, however, does not apply to school district taxes.
The amendments approved in January 2008 became effective for the 2008 tax year (2008-2009
fiscal year for local governments).
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November 2008 Constitutional Amendments
In the November 4, 2008 general election, Florida voters approved amendments to the State
Constitution to provide the Florida legislature with the authority to create exemptions or protections from
special assessment for certain types of property subject to ad valorem taxation, including (i) exemptions
for conservation lands and residential wind damage resistance and renewable energy source improvements
and (ii) restrictions on the assessment of working waterfront properties.
November 2010 Constitutional Amendment
In the November 2, 2010 general election, Florida voters approved an amendment to Article VII,
Section 4 of the State Constitution to provide an additional homestead exemption to members of the
military deployed on active duty outside the United States during the preceding year. The exemption
equals the percentage portion of the year that the member of the military was deployed outside the United
States. The deployed military amendment became effective on January 1, 2011.
2012 Legislative Amendments
In 2012, the Florida Legislature enacted Chapter 2012-193, Laws of Florida (HB 7097). Section
17 of HB 7097 provides that the base$25,000 homestead exemption and the additional$25,000 non-school
levy homestead exemption apply before all other homestead exemptions, which are then to be applied in
a manner that results in the lowest taxable value. Section 25 of HB 7097 provides that land,buildings and
other improvements to real property used exclusively for educational purposes shall be deemed owned by
an educational institution for the purpose of an ad valorem exemption if the entity owning one hundred
percent (100%) of the land is (i) a nonprofit entity and the land is used, under a ground lease or other
contractual arrangement, by an educational institution that owns the buildings and other improvements to
the real property; (ii) a nonprofit entity under Section 501(c)(3) of the Internal Revenue Code; and (iii)
provides education limited to students in pre-kindergarten through eighth grade. Section 26 of HB 7097
grants an exemption to all property of municipalities if used as an essential ancillary function of a facility
constructed with financing obtained in part by pledging proceeds from the convention development tax,
which facility is upon exempt or immune federal, state, or county property.
November 2012 Constitutional Amendment
In the November 6, 2012 general election, three (3) legislatively-referred Constitutional
amendments were approved by the requisite percentage of Florida voters. The amendments were the
Florida Veterans Property Tax, Amendment 2 (2012), the Florida Property Tax Exemption for Surviving
Spouses, Amendment 9 (2012) and the Florida Senior Homestead Tax Exemption,Amendment 11 (2012).
The Florida Veterans Property Tax, Amendment 2 (2012), allows for property tax discounts for
disabled veterans that were honorably discharged and explicitly extends the rights to ad valorem tax
discounts made available in 2012 to all veterans who were residents of Florida prior to their service, and )
to all combat-disabled veterans currently living in Florida,regardless of whether the veterans were residents
of Florida prior to their service. A disabled veteran who qualifies for this homestead property tax discount
receives a discount equal to the veteran's percentage of disability, as determined by the United States
Department of Veterans Affairs.
The Florida Property Tax Exemption for Surviving Spouses, Amendment 9 (2012), authorizes the
Florida Legislature to totally or partially exempt surviving spouses of military veterans or first responders
who died in the line of duty from paying property taxes.
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The Florida Senior Homestead Tax Exemption, Amendment 11 (2012), enables the Florida
Legislature to authorize counties and municipalities to offer additional tax exemptions on the homes of
low-income seniors. On January 23, 2013, the Board County Commissioners of the County enacted
Ordinance 13-01, which created Section 29- 9 of the Code of Miami-Dade County, Florida (the "County
Code"). Section 29-9 provides an additional exemption for persons sixty-five(65)years old and older who
(i)have legal or equitable title to real estate located in the County with a just value of less than$250,000;
(ii)have maintained such property as their permanent residence for at least twenty-five(25)years; and(iii)
have household income that does not exceed the income limitations set forth in State law from time to time.
This exemption is in addition to and does not replace the additional senior citizen homestead exemption
of$50,000 adopted pursuant to County Ordinance No.07-70 and contained in Section 29-8 of the County
Code.
2013 Legislative Amendments
Senate Bill 1830. In 2013, the Florida Legislature enacted Senate Bill 1830 ("SB 1830"),
which creates a list of changes to laws affecting ad valorem taxation. Such changes became effective as
of July 1, 2013. Some of the changes clarified drafting errors to make laws previously enacted consistent
with the intent when enacted. Changes created by SB 1830 were, among others, the following:
1. Long-term lessees were provided the ability to retain the homestead exemption on
the property leased, and related assessment limitations and exemptions, in certain instances.
2. The time for property owners to appeal value adjustment board decisions on
transfers of assessment limitations was extended to conform with general court filing time frames.
3. An automatic renewal for assessment reductions related to certain additions to
homestead properties used as living quarters for a parent or grandparent was created, with an alignment
of related appeal and penalty provisions to those for other homestead exemptions.
4. A statutory requirement that the owner of Florida real property permanently reside
upon such property in order to qualify for a homestead exemption was deleted. This change conformed
the statute at issue with the Florida Constitution by allowing non-resident owners of property to claim a
homestead exemption if a person legally or naturally dependent upon the owner permanently resides on
the homestead property.
5. A residency requirement that a senior disabled veteran must have been a Florida
resident at the time such veteran entered the service to qualify for certain property tax exemptions was
removed.
6. The ability was repealed for a limited liability partnership with a general partner
that is a charitable 501(c)(3) organization to qualify for the affordable housing property tax exemption.
7. An exemption from property taxes was created for property used exclusively for
educational purposes when the entities that own the property and the educational facility are owned by the
same natural persons.
House Bill 277. In 2013, the Florida Legislature enacted House Bill 277 ("HB 277"),
which provides that certain renewable energy devices are exempt from being considered when calculating
the assessed value of residential property. HB 277 only applies to devices installed on or after January 1,
2013. The exemption created by HB 277 took effect on July 1, 2013.
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Page 1114 of 1418
House Bill 1193. In 2013, the Florida Legislature enacted House Bill 1193 ("HB 1193"),
which eliminated three(3)ways in which the property appraiser had authority to reclassify agricultural land
as non-agricultural land. Additionally, HB 1193 relieved the value adjustment board of the authority to
review applications for exemptions on its own motion. The changes in HB 1193 were retroactive to
January 1, 2013.
Senate Bill 342. In 2013, the Florida Legislature enacted Senate Bill 342 ("SB 342"),
which provides for the rental of homestead property for up to thirty (30) days per calendar year without
the property being considered abandoned as a homestead. If the homestead property is rented for more
than thirty (30) days for two (2) consecutive years, it is considered abandoned as a homestead, and
homestead-related ad valorem tax benefits will be lost. SB 342 became effective on July 1, 2013.
2015 Legislative Amendment
In 2015, the Florida Legislature enacted HB 361 ("HB 361"), granting certain leasehold interests
and improvements to land owned by the United States or an agency thereof, a branch of the U.S. Armed
Forces, or a quasi-governmental agency, an exemption from ad valorem taxation. HB 361 exempts such
leasehold interests and improvements without the need to apply for the exemption or for the property
appraiser to approve the exemption. HB 361 was signed into law on May 21, 2015 and applies
retroactively to January 1, 2007.
November 2016 Constitutional Amendments
In the November 8, 2016 general election, Florida voters approved an amendment to the State
Constitution to specify the calculation method a county or municipality may use in determining just value
for purposes of the homestead exemption for persons sixty-five (65) years old or older whose household
income falls within statutory limitations. The amendment allows a low-income, long-time resident age
sixty-five(65)or older to continue receiving an additional$25,000 exemption if the value of the homestead
property rises $250,000, either due to changes in the market or because of additions or improvements to
the property. In addition, individuals who were granted the exemption in prior years but became ineligible
because their homestead property value rose above $250,000, may regain the exemption if they otherwise
still qualify. The amendment operates retroactively to January 1, 2013 for any person that received an
exemption prior to January 1, 2017.
Also in the November 8,2016 general election, Florida voters approved an amendment to the State
Constitution to authorize a first responder who is totally and permanently disabled as a result of an injury
sustained in the line of duty to receive relief from ad valorem taxes assessed on homestead property. The
amendment took effect on January 1, 2017.
November 2018 Constitutional Amendments
In the November 6, 2018 general election, Florida voters approved an amendment to the State
Constitution to limit increases in the assessed value of non-homestead property to ten percent (10%) per
year, subject to certain adjustments. The cap on annual increases was originally approved for a ten (10)
year period as part of the January 2008 Constitutional amendments. The approval on November 6, 2018
made the ten percent(10%)limitation permanent. The limitation on annual increases in the assessed value
of non-homestead property became effective on January 1, 2019.
The amendments to the Florida Constitution and Florida Statutes described above affect the
assessed value,of real property subject to ad valorem taxation and the rates that may be used to tax such
•
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Page 1115 of 1418
assessed value. However, such amendments and laws do not affect the City's ability to levy ad valorem
taxes (without limitation as to rate or amount)to make all required payments of debt service on its general
obligation bonds, including the Series 2019 Bonds.
Proposed Amendments
[INSERT DISCUSSION OF CONSTITUTIONAL OR STATUTORY
AMENDMENTS TO AD VALOREM TAXATION,IF ANY,
BEING CONSIDERED BY THE FLORIDA LEGISLATURE]
Voter Approved Debt
The City has the authority to increase its millage levy for debt supported by unlimited ad valorem
taxes, which includes the Series 2019 Bonds. 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 Series 2019 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 (10) years.
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City of Miami Beach,Florida
Assessed Value And Actual Value of Taxable Propertyw
(in thousands of dollars)
Real Property Exemptions
Save Our
Fiscal Homes Less Other Total Total
Year Value of Amendment Tax Adjustments Taxable Direct
Ended Residential Commercial Industrial Other Taxable Excluded Exempt to Assessed Tax
September 30 Property Property Property Property Property Value (2) Property Just Value Value Rate)
2009 $18,911,637 $5,265,399 $51,025 $2,528,317 $26,756,378 —(4) $1,703,041 -(4) $25,053,337 5.8930
2010 16,794,033 5,735,610 35,601 1,512,322 24,077,566 —(4) 1,668,428 -(4) 22,409,138 5.9123
2011(5) 18,228,553 5,551,314 48,983 2,599,899 26,428,749 $1,651,400 2,624,675 $ 47,932 22,104,742 6.5025
2012 18,370,666 5,909,382 48,770 2,643,427 26,972,245 1,740,330 2,614,791 638,834 21,978,290 6.4539
2013 20,334,542 6,246,840 38,810 2,713,143 29,333,335 2,311,720 2,615,045 1,334,248 23,072,322 6.3477
2014 22,262,896 6,870,554 34,051 2,776,696 31,944,197 2,787,123 2,507,009 1,993,488 24,656,577 6.1163
2015 26,372,550 7,457,822 31,671 3,004,039 36,866,082 3,888,518 2,478,873 3,394,820 27,103,871 6.0237
2016 31,699,064 9,389,064 43,114 3,516,886 44,648,127 5,649,696 2,504,591 5,795,949 30,697,891 5.9123
2017 36,227,540 10,081,176 55,583 4,012,695 50,376,994 6,835,074 2,601,055 6,243,108 34,697,757 5.8888
2018 36,319,907 11,028,601 54,118 3,955,015 51,357,641 6,236,526 2,642,773 5,082,140 37,396,203 5.8888
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report for Fiscal Year Ended September 30, 2018.
(1) Increases in assessed value for homestead property are limited to three percent (3%) per year or the percentage change in the
Consumer Price Index,whichever is less. For non-homestead property,increases in assessed value are limited to ten percent(10%)
annually. See "- Levy of Ad Valorem Taxes" and "-Recent Property Tax Reform" in this Section for a description of various
limitations on the assessed value of property imposed by Florida law.
(2) See "-Recent Property Tax Reform" in this Section for a description of the Save Our Homes Amendment.
(3) See"-Millage Rates" in this Section for the components of the total direct tax rate and the amount levied for each component.
(4) No data is available for this Fiscal Year.
(5) Total actual and assessed values are estimates based on the first certified tax roll for 2011, which was made available on July 1,
2012,prior to any adjustments processed by the County's Value Adjustment Board.
Millage Rates
The County assesses and collects all ad valorem taxes within the County. While only one (1) 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 2009 - 2019 within the City.
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City of Miami Beach,Florida
Direct and Overlapping Property Tax Rates
($1 per$1,000 of Assessed Value)
City of Miami Beach
•
Direct Rates Overlapping Rates*
Tax Roll Fiscal Year Debt Total School
Year as of Ended Operating Service Direct District County State
January 1 September 30 Millage Millage Millage Millage Millage Millage Total
2008 2009 5.6555 0.2375 5.8930 7.7970 5.9263 0.6585 20.2748
2009 2010 5.6555 0.2568 5.9123 7.9950 6.0050 0.6590 20.5713
2010 2011 6.2155 0.2870 6.5025 8.2490 6.6565 0.6585 22.0665
2011 2012 6.1655 0.2884 6.4539 8.0050 5.7695 0.4708 20.6992
2012 2013 6.0909 0.2568 6.3477 7.9980 5.6610 0.4634 20.4701
2013 2014 5.8634 0.2529 6.1163 7.9770 5.7980 0.4455 20.3368
2014 2015 5.7942 0.2295 6.0237 7.9740 5.9009 0.4187 20.3173
2015 2016 5.7092 0.2031 5.9123 7.6120 5.9009' 0.3871 19.8123
2016 2017 5.7092 0.1796 5.8888 7.3220 5.8509 0.3627 19.4244
2017 2018 5.7224 0.1664 5.8888 6.9940 5.8182 0.3420 19.0430
2018 2019 5.7288 0.1600 5.8888 6.7330 5.8568 0.3256 18.8042
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report for the Fiscal Year ended September 30,
2018 and Miami-Dade County Property Appraiser's Millage Tables.
* Overlapping rates are those of local and county governments that apply to property owners within the City. Not
all overlapping rates apply to all City property owners.
Tax Collection
Except as otherwise described under"AD VALOREM TAXATION-Levy of Ad Valorem Taxes"
herein, all ad valorem taxes become due and payable on November 1 and become delinquent on the
following April 1. Once delinquent, ad valorem tax payments bear interest at not more than eighteen
percent (18%) per annum until a tax certificate is sold, with respect to real property taxes, or until paid,
with respect to personal property taxes. All taxes collected are distributed by the County Tax Collector
to the applicable taxing units.
It is the County 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 property owners prior to the sale of tax certificates upon payment of all costs, delinquent taxes
and interest at the rate of not more than eighteen percent (18%) per annum. A tax certificate must be for
an amount not less than the taxes due on the applicable property,plus interest from the date of delinquency
to the date of sale of the certificate, 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
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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 eighteen percent (18%) per annum and a fee.
With respect to personal property tax delinquencies, such delinquent taxes must be advertised
within forty-five (45) days after delinquency. After May 1, personal property for which taxes are
delinquent is subject to warrant, levy, seizure and sale.
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 (2) years but prior to seven (7) years from the date of issue, file an
application for a tax deed with the County 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 property. If the tax certificate is held by the County and the County has not succeeded
in selling it within two (2)years, the County may apply 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 property for the minimum bid. In the case of unsold properties, after seven (7) years the
County will take title to such properties.
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The following table summarizes the City's tax levies and collections for the past ten (10) years.
City of Miami Beach,Florida
Property Tax Levies and Collections
Collected within Total
Fiscal Year of Levy Collections to Date*
Collections
Tax Roll Fiscal Year Taxes in
Year as of Ended Levied for Percentage Subsequent Percentage
January 1 September 30 Fiscal Year Amount of Levy Years Amount of Levy
2008 2009 $150,588,328 $ 144,321,499 95.84% $4,748,981 $ 149,070,480 98.99%
2009 2010 138,703,567 131,355,903 94.70 4,029,310 135,385,213 97.61
2010 2011 136,549,286 128,719,932 94.27 1,750,558 130,470,490 95.55
2011 2012 134,753,401 129,572,373 96.16 3,400,840 132,973,213 98.68
2012 2013 139,133,369 130,317,166 93.66 2,318,192 132,635,358 95.33
2013 2014 143,266,670 139,729,175 97.53 2,906,543 142,635,718 99.56
2014 2015 155,102,311 151,761,695 97.85 3,801,215 155,562,910 100.30
2015 2016 172,420,383 168,150,832 97.52 3,991,663 172,142,495 99.84
2016 2017 194,111,744 187,054,786 96.36 5,851,577 192,906,363 99.38
2017 2018 209,212,631 203,265,792 97.16 N/A 203,265,792 97.16
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report for the Fiscal Year ended September 30,
2018.
* Amounts represent total collections in each year, which may include amounts levied but not collected in prior years.
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The following table summarizes the City's ad valorem tax rates and levies for the past ten (10)
years.
City of Miami Beach,Florida
Statement of Property Tax Levies and Rates
Fiscal Year
Ended General Fund Debt Service Fund Total
September 30 Tax Levy Millage Tax Levy Millage Tax Levy Millage
2009 $144,531,572 5.6555 $6,056,756 0.2375 $150,588,328 5.8930
2010 132,674,607 5.6555 6,029,060 0.2568 138,703,567 5.9123
2011 130,522,428 6.2155 6,026,858 0.2870 136,549,286 6.5025
2012 128,731,789 6.1655 6,021,612 0.2884 134,753,401 6.4539
2013 133,504,645 6.0909 5,628,724 0.2568 139,133,369 6.3477
2014 137,342,804 5.8634 5,923,866 0.2529 143,266,670 6.1163
2015 149,192,989 5.7942 5,909,322 0.2295 155,102,311 6.0237
2016 166,497,378 5.7092 5,923,005 0.2031 172,420,383 5.9123
2017 188,191,613 5.7092 5,920,131 0.1796 194,111,744 5.8888
2018 203,300,903 5.7224 5,911,728 0.1664 209,212,631 5.8888
2019 211,640,651 5.7288 5,910,924 0.1600 217,551,575 5.8888
Source: City of Miami Beach, Florida Finance Department.
The table on the following page sets forth the computation of direct and overlapping debt of the
City for the Fiscal Year ended September 30, 2018.
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City of Miami Beach,Florida
Computation of Direct and Overlapping Debt
Direct Debt
General Obligation Indebtedness
Public Improvement Bonds $ 42,535,000
Public Improvement Premium 699,230
Total General Obligation Indebtedness $ 43,234,230
Non-Self Supporting Indebtedness
Gulf Breeze Government Loan Program $ 3,340,000
Pension Loan 10,405,000
Tax Increment Revenue Bonds 334,478,885
Resort Tax Bonds 204,411,235
538,890,120
Energy Savings Loan 10,121,002
Other Loans 20,092,208
Total Non-Self-Supporting Indebtedness 582,848,330
Total Direct Indebtedness 626,082,560
Overlapping Debe
Miami-Dade County
Total General Obligation Indebtedness 1,828,451,011
Percent Applicable to the City(2) 13.73% 250,988,137
Total School District General Obligation
Indebtedness 902,981,000
Percent Applicable to the City(2) 13.73% 123,950,556
Total Net Non-Self Supporting Indebtedness 2,281,442,049
Percent Applicable to the City(2) 13.73% 313,169,391
Total Overlapping Debt 688,108,084
Total Direct and Overlapping Debt $1,314,190,644
Source: City of Miami Beach, Florida Finance Depailnient.
(1) All debt listed as overlapping debt is secured either solely by a tax source or by a combination of self-
supporting revenues and a tax source.
(2) Based on 2017 assessed valuation amounts for the City and the County.
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The following table summarizes the direct and overlapping debt of the City for the Fiscal Year
ended September 30, 2018.
City of Miami Beach,Florida
Summary of Direct and Overlapping Debt
n
Financial Parameters
Population (2017). 92,502
Total Assessed Value of Property $51,357,641,000
Total Taxable Value of Property(Excluding Exemptions). $37,396,203,000
Financial Ratios
Percent of Percent of
Assessed Taxable
Amount Value Value Per Capita
Direct Debt
Ad Valorem $ 43,234,230 0.08% 0.12% $ 467
Non-self supporting 582,848,330 1.13 1.56 6,301
Total Direct Debt 626,082,560 1.22 1.67 6,768
Total Overlapping Debt 688,108,084 1.34 1.84 7,439
Total Direct and Overlapping Debt $1,314,190,644 2.56 3.51 14,207
Valuation
Total Assessed Value of Property $51,357,641,000 — 137.33 555,206
Total Taxable Value of Property
(Excluding Exemptions). 37,396,203,000 72.82 — 404,275
Source: City of Miami Beach, Florida Finance Department.
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The following tables summarize the ten (10) largest taxpayers in the City, the type of property
owned by such taxpayers and the assessed value of such property for the Fiscal Year ended September 30,
2018 and, for comparison, for the Fiscal Year ended September 30, 2009.
City of Miami Beach
Ten Largest Taxpayers
Fiscal Year 2018
Percentage of
Taxable City's Certified
Assessed Taxable
Taxpayer Type of Property Value Assessed Value
Fontainbleau Florida Hotel LLC Hotel $ 372,960,174 1.00%
MB Redevelopment Inc. /Loews Hotel Hotel 233,000,000 0.62
PPF MBL Portfolio LLC Retail 201,778,466 0.54
Florida Power& Light Company Industrial 177,705,311 0.48
PDS Development LLC Condominiums 176,832,043 0.47
Playa Retail Investments LLC Retail 144,650,000 0.39
3201 Hotel LLC Hotel 127,199,260 0.34
2201 Collins Fee LLC Apartments 121,864,465 0.33
SB Hotel Owner LP Hotel 118,743,474 0.32
Eden Roc LLP Hotel 114,860,800 0.31
TOTAL $1,789,593,993 4.80%
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report for the Fiscal Year Ended
September 30, 2018.
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City of Miami Beach
Ten Largest Taxpayers
Fiscal Year 2009
Percentage of
Taxable City's Certified
Assessed Taxable
Taxpayer Type of Property Value Assessed Value
MB Redevelopment Inc. /Loews Hotel Hotel $ 280,000,000 1.04%
MCZ/Centrum Flamingo II Apartments 172,183,094 0.64
Fontainbleau Florida Hotel Hotel 148,189,442 0.55
Di Lido Beach Hotel Corp. Hotel 130,000,000 0.48
MCZ/Centrum Flamingo I Hotel 93,000,000 0.35
Philips S. Beach LTD/Shore Club Apartments 83,435,043 0.31
Sandy Lane Residential LLC Hotel 79,519,415 0.30
Royal Palm Hotel LLC Hotel 79,385,373 0.30
City National Bank of Florida Bank 78,252,750 0.29
2201 Collins Fee LLC Apartments 68,727,288 0.26
TOTAL $1,212,692,405 4.52%
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report for the Fiscal Year Ended
September 30, 2018.
FUTURE BOND SALES
The portion of the Series 2019 Bonds designated to pay costs related to the Public Safety Projects
constitutes the first series of the Public Safety General Obligation Bonds issued; the portion of the Series
2019 Bonds designated to pay costs related to the Neighborhoods and Infrastructure Projects constitutes
the first series of the Neighborhoods and Infrastructure General Obligation Bonds issued; and the portion •
of the Series 2019 Bonds designated to pay costs related to the Parks and Recreational and Cultural
Facilities Projects constitutes the first series of the Parks and Recreational and Cultural Facilities General
Obligation Bonds issued. The City expects to issue additional 2018 Referenda General Obligation Bonds
to fund portions of the Project. The next series of 2018 Referenda General Obligation Bonds is currently
expected to be issued during Fiscal Year in the aggregate principal amount of$
All of the 2018 Referenda General Obligation Bonds, including the Series 2019 Bonds, shall be secured
by the City's irrevocable pledge of its full faith, credit and taxing power to the punctual payment of the
principal of and interest on such Bonds.
In addition to 2018 Referenda General Obligation Bonds to be issued in the future, the City has
a multi-year capital improvement plan to upgrade the facilities of its water and sewer utility. Among other
sources expected to be used to fmance such upgrades, the City's water and sewer utility capital
improvement plan currently contemplates the issuance of water and sewer revenue bonds by the City during
Fiscal Year 2021 in the aggregate principal amount of approximately$50,000,000. The City's water and
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sewer revenue bonds, however, are solely secured by and payable from net revenues derived from the
City's ownership or operation of the its water and sewer utility and certain other moneys held under the
resolution pursuant to which the City's water and sewer revenue bonds are issued. Similarly, the City has
a capital improvement plan to upgrade the facilities of its stormwater utility. Among other sources
expected to be used to fmance such upgrades, the City's stormwater utility capital improvement plan
currently contemplates the issuance of stormwater revenue bonds by the City during Fiscal Year 2022 in
the aggregate principal amount of approximately $100,000,000. The City's stormwater revenue bonds,
however, are solely secured by and payable from net revenues derived from the City's ownership or
operation of the its stormwater utility and certain other moneys held under the resolution pursuant to which
the City's stormwate revenue bonds are issued.
PENSION AND OTHER POST EMPLOYMENT BENEFITS
Defined Benefit Plans
The City provides separate defined benefit pension plans for general employees of the City and for
the City's police and fire department personnel.
Employees' Retirement Plan
Plan Description. All full-time employees of the City who work more than thirty (30) hours per
week and hold classified and unclassified positions, except for policemen and firemen and persons who
elected to join the defined contribution retirement plan sponsored by the City, are covered by the Miami
Beach Employees' Retirement Plan (the "Employee Plan"). A classified employee and/or an unclassified
employee is any person employed by the City on a regular basis who receives compensation from the City
for personal services and who is within a group or classification of employees designated by the Board of
Trustees of the Employee Plan as eligible for membership in the Employee Plan. The Employee Plan is
a single employer defined benefit pension plan that was established by the City Commission under
Ordinance number 2006-3504. Effective on March 18, 2006, the Employee Plan was created under and
by the authority of Chapter 18691, Laws of Florida, Act of 1937, as amended, by merging the Retirement
System for General Employees of the City of Miami Beach, created by the City Commission pursuant to
Ordinance number 1901, with the Retirement System for Unclassified Employees and Elected Officials of
the City of Miami Beach, created by the City Commission pursuant to Ordinance number 88-2603, as
amended.
All full-time classified and unclassified employees of the City, except those who joined the City's
defined contribution plan, must participate in the Employee Plan. See "PENSION AND OTHER POST
EMPLOYMENT BENEFITS - Other Retirement and Compensation Plans" herein. Membership in the
Employee Plan consisted of the following as of October 1, 2017, the date of the latest accrual valuation:
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Employee Plan Membership
Inactive plan members and beneficiaries currently receiving benefits 1,065
Inactive plan members entitled to benefits but not yet receiving them 195*
Active plan members 1,175
Total members 2,435
Source: City of Miami Beach Employees'Retirement Plan Actuarial Valuation Report as of October 1,2017,
prepared by Gabriel, Roeder, Smith and Company, dated April 9, 2018.
* Includes members of the Employee Plan who are enrolled in DROP (as hereinafter defined).
Plan Benefits. The Employee Plan provides retirement benefits as well as death and disability
benefits at three (3)different tiers, depending on(i)whether an employee is a member of one of the unions
representing employees of the City, (ii) which union the employee is a member of and (iii) when the
employee entered the Employee Plan. The first tier membership of the Employee Plan (the "Employee
Plan First Tier") includes any employee who became a member of the Employee Plan prior to the dates
which constitute the Employee Plan Second Tier. The second tier membership of the Employee Plan (the
"Employee Plan Second Tier") includes any employee who became a member of the Employee Plan on
or after (i) April 30, 1993 (but prior to September 30, 2010) for members of the American Federation of
State, County and Municipal Employees ("AFSCME") bargaining unit; (ii) August 1, 1993 (but prior to
September 30, 2010) for members of the Government Supervisors Association of Florida ("GSAF")
bargaining unit and members of the Employee Plan who are not included in any collective bargaining unit;
and (iii)February 21, 1994 (but prior to October 27, 2010) for members of the Communications Workers
of America ("CWA") bargaining unit. The third tier membership of the Employee Plan (the "Employee
Plan Third Tier") includes any employee who became a member of the Employee Plan on or after (i)
September 30, 2010 for members of AFSCME, GSAF and members of the Employee Plan who are not
included in any collective bargaining unit; and (ii) October 27, 2010 for members of CWA.
Classified members under the Employee Plan First Tier are eligible for normal retirement at age
fifty(50) and five (5)years of creditable service and are entitled to benefits of three percent(3%) of their
final average monthly earnings, multiplied by the first fifteen (15) years of creditable service, plus four
percent(4%)of their final average monthly earnings,multiplied by the years of creditable service in excess
of fifteen (15) years, with the total not to exceed ninety percent (90%) of the employee's final average
monthly earnings. Employee Plan First Tier unclassified members accrued four percent(4%) of their final
average monthly earnings for creditable service before October 18, 1992 and three percent (3%) per year
of creditable service after October 18, 1992,with the total not to exceed eighty percent(80%)of their final
average monthly earnings.
Classified and unclassified members under the Employee Plan Second Tier are eligible for normal
retirement at age fifty-five (55) and five (5)years of creditable service and are entitled to benefits of three
percent (3%) of their final average monthly earnings multiplied by the employee's number of years of
creditable service,subject to a maximum of eighty percent(80%)of such employee's final average monthly
earnings.
Classified and unclassified members under the Employee Plan Third Tier are eligible for normal
retirement at age fifty-five(55) and at least thirty(30)years of creditable service, or age sixty-two(62) and
at least five (5) years of creditable service and are entitled to benefits of two and one-half percent (2.5%)
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of their fmal average monthly earnings multiplied by the employee's number of years of creditable service,
subject to a maximum of eighty percent (80%) of such employee's fmal average monthly earnings. For
elected officials of the City,the City Manager or the City Attorney,the benefit is four percent(4%) of their
fmal average monthly earnings for each year of creditable service as an elected official, city manager or
city attorney,plus the retirement benefit as defined above for any other period of City employment, subject
to a maximum eighty percent (80%) of such employee's fmal average monthly earnings.
Any Employee Plan First Tier member who terminates employment may either request a refund
of their own contributions, plus interest, or receive their accrued benefit beginning at age fifty (50), if at
least five (5) years of creditable service have been completed. Any Employee Plan Second Tier member
who terminates employment after five (5) years of creditable service may either request a refund of their
own contributions, plus interest, or receive their accrued benefit beginning at age fifty-five (55). Any
Employee Plan Third Tier member who terminates employment after five (5) years of creditable service
but prior to the normal or early retirement date shall be eligible to receive a normal retirement benefit at
age sixty-two (62).
A Deferred Retirement Option Plan ("DROP") for the Employee Plan was enacted by the City
Commission on January 28, 2009 pursuant to Ordinance 2009-3626. Under the DROP, first and second
tier members of the Employee Plan who have attained eligibility for normal retirement may continue
working with the City for up to three (3) years, while receiving a retirement benefit that is deposited into
a DROP account. Employee Plan Third Tier members may participate in a DROP account for up to five
(5) years. However, effective July 17, 2013, Employee Plan members of CWA who were hired prior to
October 27, 2010, and members of the Employee Plan not included in any bargaining unit who were hired
prior to September 10, 2010, may elect to retire for the purposes of DROP but continue employment with
the City for up to sixty(60) months and have their monthly retirement benefit paid into a DROP account
during the DROP period. Effective October 1, 2013, such benefit was also extended to Employee Plan
members of GSAF and, effective April 23, 2014, was extended to Employee Plan members of AFSCME
who were hired prior to September 30,2010. The amount of the benefit is calculated as if the participant
had retired on the date of DROP commencement. Upon termination with the City, the accumulated value
of the DROP account is distributed to the participant and a member's creditable service, accrued benefit
and compensation calculation shall be frozen.
Employee Plan First Tier members and Employee Plan Second Tier members receive an annual
cost-of-living adjustment of two and one-half percent(2.5%). The cost-of-living adjustment is not payable
while members are in the DROP. For Employee Plan Third Tier members, the annual cost-of-living
adjustment is one and one-half percent(1.5%). As of September 30,2017,there were one hundred twenty-
nine (129) members of the Employee Plan in the DROP and the value of the DROP investment was
$16,100,212, which is included in the Plan's net position. The DROP also allows for member loans.
Approximately $244,100 of DROP loans for the Employee Plan were outstanding as of September 30,
2017.
Contributions to the Employee Plan. The City's policy is to contribute such amounts as are
necessary to maintain the actuarial soundness of the Employee Plan and to provide assets sufficient to meet
the benefits to be paid to the members of the Employee Plan. All first tier members are required to
contribute twelve percent (12%) of their covered salary to the Employee Plan. All second and third tier
members are required to contribute ten percent (10%) of their covered salary to the Employee Plan.
For the Fiscal Year ended September 30, 2017, the City was required to make contributions of
$29,358,098 or 38.55%of covered payroll to the Employee Plan in accordance with actuarially determined
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requirements computed through an actuarial valuation performed as of October 1, 2016. For the Fiscal
Year ended September 30, 2017, the employees contributed $7,871,072 and buybacks were $905,574.
Net Pension Liability. The City's net pension liability and related ratios for the Employee Plan
for the Fiscal Years ended September 30, 2015 through September 30,2017, and as projected for the Fiscal
Year ended September 30, 2018 are set forth in the table on the following page.
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Employee Plan Schedule of Changes in the
Employer's Net Pension Liability and Related Ratios
Fiscal Year Ended September 30
2015 2016 2017 2018(')
Total Pension Liability
Service Cost $ 11,795,411 $ 12,906,811 $ 13,720,496 $ 15,232,372
Interest 53,832,182 56,164,518 57,800,541 63,109,921
Changes of Benefit Terms(2) (1,277,929) — — —
Difference between Actual and Expected Experience 5,603,144 (2,210,692) (4,242,257) 18,961
Assumption Changes(2) 11,026,357 11,676,037 52,573,659 4,771,064
Benefit Payments (35,874,016) (41,900,843) (44,576,144) (48,245,319)
Refunds of Contributions (941,310) (948,535) (905,574) (381,784)
Other(Change in Receivables from Excess Benefit Plan) 311,076 — —Net Change in Total Pension Liability 44,474,915 35,687,296 74,370,721 34,505,215
Total Pension Liability(Beginning of Year) 679,514,531 723,989,446 759,676,742 834,047,463
Total Pension Liability(End of Year)(a) $723,989,446 $759,676,742 $834,047,463 $868,552,678
Plan Fiduciary Net Position
Contributions-Employer $ 26,456,580 $ 27,783,852 $ 29,358,098 $ 31,892,485
Contributions-Employees(includes buybacks) 7,310,183 7,341,533 7,871,072 7,894,424
Net Investment Income (5,048,406) 55,818,905 70,646,599 47,713,188
Benefit Payments (35,874,016) (41,900,843) (44,576,144) (48,245,319)
Refunds of Contributions (941,310) (948,535) (905,574) (381,784)
Administrative Expense (706,283) (677,509) (703,539) (690,524)
Other(Adjustment)) — — (68,222)
Net Change in Plan Fiduciary Net Position (8,803,252) 47,417,403 61,622,290 38,182,470
Plan Fiduciary Net Position(Beginning of Year) 516,387,785 507,584,533 555,001,936 616,624,226
Plan Fiduciary Net Position(End of Year)(b) $507,584,533 $555,001,936 $616,624,226 $654,806,696
City's Net Pension Liability(End of Year)(a)-(b) $216,404,913 $204,674,806 $217,423,237 $213,745,982
Plan Fiduciary Net Position as a Percentage 70.11% 73.06% 73.93% 75.39%
of the Total Pension Liability
Covered Employee Payroll(3) $ 82,359,302 $ 71,863,150 $ 77,013,213 $ 79,797,583
City's Net Pension Liability as a Percentage 262.76% 284.81% 282.32% 267.86%
of Covered-Employee Payroll
Source: City of Miami Beach Employees' Retirement Plan Actuarial Valuation Report as of October 1, 2017, prepared by Gabriel,
Roeder, Smith and Company, dated April 9, 2018.
Footnotes for the immediately preceding table are set forth on the following page.
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Page 1130 of 1418
(1) All amounts represent estimates only.
(2) For a detailed description of the changes made in the benefits and assumptions for the Employee Plan,
reference is made to the source of the table set forth above, a copy of which may be obtained from the City
by contacting the City's Chief Financial Officer, 1700 Convention Center Drive, Miami Beach, Florida
33139, Telephone number: (305) 673-7466, Facsimile number: (305) 673-7795, Email address:
www.miamibeachfl.gov/finance.
(3) Covered Payroll for the Fiscal Years ended September 30,2016 and September 30,2017 was estimated based
on the expected pensionable payroll from the October 1, 2016 actuarial valuation for the Employee Plan.
Police and Firefighters' Retirement Plan
Plan Description. The pension fund for police officers and fire fighters employed by the City(the
"Police and Firefighters' Plan") is officially named the City Pension Fund for Firefighters and Police
Officers in the City of Miami Beach. The Police and Firefighters' Plan is a defined benefit pension plan
covering substantially all police officers and firefighters of the City, as established by Chapter 23414,Laws
of Florida, Special Acts of 1945, as amended. Members of the Police and Firefighters' Plan are divided
into four(4) tiers, based on whether they were hired prior to July 14, 2010 ("Police and Firefighters' Plan
Tier One"), on or after July 14, 2010 but prior to September 30, 2013 ("Police and Firefighters' Plan Tier
Two"), on or after September 30, 2013 but prior to June 8, 2016 for firefighters and prior to July 20, 2016
for police officers ("Police and Firefighters' Plan Tier Three"), or on or after June 8, 2016 for firefighters
and on or after July 20, 2016 for police officers ("Police and Firefighters' Plan Tier Four").
Membership in the Police and Firefighters' Plan consisted of the following as of October 1, 2017,
the date of the latest accrual valuation:
Police and Firefighters' Plan Membership
Active members 503
Deferred vested members 21
Retired members
a. Service 584*
b. Disabled 53
c. Beneficiaries 120
757 757
Total members 1,281
Source: City Pension Fund for Firefighters and Police Officers in the City of Miami Beach
Actuarial Valuation as of October 1, 2017, prepared by Gabriel, Roeder, Smith and
Company, dated April 16, 2018.
* Includes members of the Police and Firefighters' Plan who are enrolled in DROP.
Plan Benefits. Police and Firefighters' Plan Tier One members who were eligible to retire prior
to September 30, 2013 may retire on a service retirement pension upon the attainment of age fifty(50) or,
if earlier, the date when age and length of creditable service equals to at least seventy (70) years. Police
and Firefighters' Plan Tier One members eligible to retire on or after September 30, 2013 may retire on
a service retirement pension upon the attainment of age fifty(50) or, if earlier, the date when the member
attains the age of forty-seven(47) and the length of creditable service equals to at least seventy(70)years.
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Page 1131 of 1418
Upon retirement,Police and Firefighters' Plan Tier One members who were eligible to retire prior
to September 30, 2013 will receive a monthly pension, payable for life, equal to three percent (3%) of the
member's average monthly salary, as defined in the Police and Firefighters' Plan ordinance, for each of
the first fifteen (15) years of creditable service and four percent (4%) of the member's average monthly
salary for each year of creditable service in excess of fifteen(15)years;provided,however,that the pension
benefit shall not exceed ninety percent (90%) of the member's average monthly salary. Police and
Firefighters' Plan Tier One members eligible to retire on or after September 30, 2013 will receive a
monthly pension,payable for life, equal to three percent(3%) of the member's average monthly salary, as
defined in the Police and Firefighters' Plan ordinance, for each of the first twenty(20) years of creditable
service and four percent (4%) of the member's average monthly salary for each year of creditable service
in excess of twenty (20) years; provided, however, that the pension benefit does not exceed eighty-five
percent (85%) of the member's average monthly salary. All Police and Firefighters' Plan members and
beneficiaries receiving a monthly pension as of September 30, 2010 will receive a 2.5%increase in benefits
on October 1 of each year. Members that retire on or after September 30, 2010 will receive a 2.5%
increase in benefits annually on the anniversary date of the member's retirement.
Any Police and Firefighters' Plan Tier Two member may retire on a service retirement pension
upon the attainment of age fifty(50) or, if earlier, the date when the member attains age forty-eight (48)
and the length of creditable service equals to at least seventy (70) years. Upon retirement, a Police and
Firefighters' Plan Tier Two member will receive a monthly pension,payable for life, equal to three percent
(3%) of the member's average monthly salary, as defined in the Police and Firefighters' Plan ordinance,
for each of the first twenty(20)years of creditable service and four percent (4%) of the member's average
monthly salary for each year of creditable service in excess of twenty(20) years; provided, however, that
the pension benefit shall not exceed eighty-five percent (85%) of the member's average monthly salary.
The average monthly salary of a Police and Firefighters' Plan Tier Two member is computed based on such
member's salary for the three (3) highest paid years prior to the date of retirement or the average of the
last three (3) paid years to such member prior to the date of retirement, whichever produces the greater
benefit after consideration of overtime limitations. All Police and Firefighters' Plan Tier Two retirees and
beneficiaries will receive a 1.5% increase in benefits annually on the anniversary date of the member's
retirement.
The benefits for Police and Firefighters' Plan Tier Three members are the same as the ones
described in the immediately preceding paragraph for Police and Firefighters' Plan Tier Two members,
except the average monthly salary of a Police and Firefighters' Plan Tier Three member is computed based
on such member's salary for the five (5) highest paid years prior to the date of retirement or the average
of the last three (3) paid years to such member prior to the date of retirement, whichever produces the
greater benefit after consideration of overtime limitations.
The benefits for Police and Firefighters' Plan Tier Four members are the same as the ones
described in the immediately preceding paragraph for Police and Firefighters' Plan Tier Three members,
except (i) the average monthly salary of a Police and Firefighters' Plan Tier Four member is computed
based on such member's average of the five (5) highest paid years prior to the date of retirement, taking
into consideration the overtime limit, and (ii) the normal retirement eligibility is the earlier of the
attainment of age 52, with five (5) years of creditable service or the length of creditable service equals to
at least seventy(70) years, but the member must have at least attained the age of 48.
Any member of the Police and Firefighters' Plan who becomes totally and permanently disabled
at any time as a result of illness or injury suffered in the line of duty may be retired on an accidental
disability pension. For a service connected disability, the minimum pension payable is eighty-five percent
(85%) of the member's monthly salary at the time of disability retirement, less any offset for worker's
38
Page 1132 of 1418
compensation. Any Police and Firefighters' Plan member who becomes totally or permanently disabled
after five (5)years of creditable service as a result of illness or injury not suffered in the line of duty may
be retired on an ordinary disability retirement pension. Upon disability retirement, a Police and
Firefighters' Plan member receives a monthly pension equal to such member's service retirement benefits.
For a non-service connected disability, the pension benefit is the accrued benefit after five (5) years of the
member's creditable service. The Police and Firefighters' Plan also provides death benefits for
beneficiaries or members for service connected and non-service connected death. •
If a Police and Firefighters' Plan member resigns or is lawfully discharged before retirement, such
member's contributions, with three percent (3%) interest per annum, are returned to that member. The
Police and Firefighters' Plan also provides a special provision for vested benefits for members who
terminate their employment after five (5)years of service. In the alternative and in lieu of the normal form
of benefit, the Police and Firefighters' Plan member may, at any time prior to retirement, elect to receive
a lifetime retirement benefit with one hundred twenty (120) monthly payments guaranteed. If the Police
and Firefighters' Plan member should die before one hundred twenty (120) monthly payments are made,
benefits will continue to be paid to the member's designated beneficiary for the balance of the one hundred
twenty(120)month period. If the retired Police and Firefighters' Plan member is living after one hundred
twenty (120) monthly payments are made, the payments shall be continued for the member's remaining
lifetime. In case of termination of the Police and Firefighters' Plan, benefits accrued to members of the
Police and Firefighters' Plan are not subject to forfeit.
An active Police and Firefighters' Plan Tier One member may enter into a DROP on the first day
of any month after becoming eligible to retire. Upon becoming eligible to participate in the DROP, a
Police and Firefighters' Plan Tier One member may elect to enter that program for a period not to exceed
thirty-six (36) months. Police and Firefighters' Plan Tier One members who enter the DROP on or after
September 1, 2012 shall be eligible to participate for a period not to exceed sixty(60) months. All Police
and Firefighters' Plan Tier One members shall receive a 2.5%cost of living adjustment increase in benefits
annually on the anniversary date of the member's retirement. The exception is for Police and Firefighters'
Plan Tier One members who entered the DROP on or after September 1, 2012 and before September 30,
2013. Those members shall receive a zero percent (0%) cost of living adjustment for the third and fourth
annual adjustment dates, regardless of whether the member remains in the DROP for the maximum sixty
•
(60) month period. Further, any member who exits the DROP within six (6) months following the date
of DROP entry shall be eligible to receive the 2.5% cost of living adjustment.
An active Police and Firefighters' Plan Tier Two member or Police and Firefighters' Plan Tier
Three member may enter into the DROP on the first day of any month after attainment of age fifty (50)
or, if earlier, the date when the member attains age forty-eight (48) and the age and length of creditable
service equals to at least seventy(70)years. Upon becoming eligible to participate in the DROP, a Police
and Firefighters' Plan Tier Two member or Police and Firefighters' Plan Tier Three member may elect to
enter that program for a period not to exceed sixty(60)months. All of such members shall receive a 1.5%
cost of living adjustment increase in benefits annually on the anniversary date of the member's retirement.
Beginning October 1, 2016, Police and Firefighters' Plan members already participating in the
DROP are permitted to extend their DROP participation to 96 months but no cost of living adjustment will
be paid during the extended years of participation. Police and Firefighters' Plan members who elect the
DROP after October 1, 2016 can participate for up to 96 months but no cost of living adjustment will be
provided for the first through the fourth year of the DROP participation.
At September 30,2017,$27,732,355,the total amount of the DROP payable,represents the balance
of the self-directed participants as all of the participants are now in the self-directed DROP.
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Page 1133 of 1418
Contributions to the Police and Firefighters'Plan. The City is required to contribute an actuarially
determined amount to the Police and Firefighters' Plan that, when combined with members' contributions,
will fully provide for all benefits as they become payable. All Police and Firefighters' Plan Tier One
members and Police and Firefighters' Plan Tier Two members are required to contribute ten percent(10%)
of their salary to the Police and Firefighters' Plan, while all Police and Firefighters' Plan Tier Three
members and Police and Firefighters' Plan Tier Four members are required to contribute ten and one-half
percent(10.5%) of their salary to the Police and Firefighters' Plan. The actual contribution from the City
and from the State for active employees for the Fiscal Year ended September 30, 2017, was $35,247,317
and$120,549,respectively. Covered payroll, excluding DROP members,was approximately$59,907,167.
Net Pension Liability. The City's net pension liability and related ratios for the Police and
Firefighters' Plan for the Fiscal Years ended September 30, 2015 through September 30, 2017, and as
projected for the Fiscal Year ended September 30, 2018 are set forth in the table on the following page.
[Remainder of page intentionally left blank]
40
Page 1134 of 1418
Police and Firefighters' Plan
Schedule of Changes in the Employer's
Net Pension Liability and Related Ratios
Fiscal Year Ended September 30
2015 2016 2017 2018('
Total Pension Liability,
Service Cost $ 16,098,560 $ 17,803,602 $ 17,530,982 $ 18,462,961
Interest 78,415,039 82,627,847 87,422,136 92,235,488
Changes of Benefit Termsm (9,686,441) —
Difference between Actual and Expected Experience 12,428,547 14,588,712 141,740 11,814,591
Assumption Changes(2) 5,686,196 2,447,885 34,969,254 6,951,571
Benefit Payments(including Refunds of Contributions) (62,686,716) (54,861,660) (58,574,937) (61,155,260)
Net Change in Total Pension Liability 49,941,626 62,606,386 71,800,734 68,309,351
Total Pension Liability(Beginning of Year) 991,506,019 1,041,447,645 1,104,054,031 1,175,854,765
Total Pension Liability(End of Year)(a) $1,041,447,645 $1,104,054,031 $1,175,854,765 $1,244,164,116
Plan Fiduciary Net Position
Contributions-City and State $ 33,149,388 $ 34,970,641 $ 35,367,866 $ 37,639,937
Contributions-Employees 5,944,414 5,984,397 6,198,244 6,403,429
Net Investment Income 5,689,333 70,539,300 85,791,174 68,976,717
Benefit Payments(including Refunds of Contributions) (62,686,716) (54,861,660) (58,574,937) (61,155,260)
Administrative Expense (777,493) (826,044) (769,079) (769,079)
Net Change in Plan Fiduciary Net Position (18,681,074) 55,806,634 68,013,268 51,095,744
Plan Fiduciary Net Position(Beginning of Year) 769,298,572 750,617,498 806,424,132 874,437,400
Plan Fiduciary Net Position(End of Year)(b) $750,617,498 $806,424,132 $874,437,400 $925,533,144
City's Net Pension Liability(End of Year)(a)-(b) $290,830,147 $297,629,899 $301,417,365 $318,630,972
Plan Fiduciary Net Position as a Percentage
72.07% 73.04% 74.37% 74.39%
of the Total Pension Liability
Covered Employee Payroll $ 56,545,113 $ 56,759,632 $ 59,907,167 $ 63,495,417
City's Net Pension Liability as a Percentage 514.33% 524.37% 503.14% 501.82%
of Covered-Employee Payroll
Source: City Pension Fund for Firefighters and Police Officers in the City of Miami Beach Actuarial Valuation as of October 1,2017,
prepared by Gabriel, Roeder, Smith and Company, dated April 16, 2018.
Footnotes for the immediately preceding table are continued on the following page.
(1) All amounts are projected.
41
Page 1135 of 1418
(2) For a detailed description of the changes made in the benefits and assumptions for the Police and
Firefighters'Plan,reference is made to the City Pension Fund for Firefighters and Police Officers in the City
of Miami Beach Actuarial Valuation as of October 1, 2016, prepared by Gabriel, Roeder, Smith and
Company,dated May 3,2017,a copy of which may be obtained from the City by contacting the City's Chief
Financial Officer, 1700 Convention Center Drive,Miami Beach,Florida 33139,Telephone number: (305)
673-7466, Facsimile number: (305) 673-7795, Email address: www.miamibeachfl.gov/finance.
Other Retirement and Compensation Plans
Firemen's and Police Relief and Pension Funds
The City's firefighters and police officers are members of two (2) separate non-contributory money
purchase benefit plans established under the provisions of Florida Statutes, Chapters 175 and 185,
respectively. These plans are funded solely from proceeds of certain excise taxes levied by the City and
imposed upon property and casualty insurance coverage within City limits. The excise taxes, which are
collected from insurers by the State, are remitted to the Plans' Boards of Trustees. The City is under no
obligation to make any further contributions to the plans.
The excise taxes received from the State and remitted to the plans for the year ended September
30,2017 were$1,430,342 for firefighters and$799,641 for police officers. These payments were recorded
on the City's books as revenues and expenditures during the fiscal year. Plan benefits are allocated to
participants based upon their service during the year and the level of funding received during the year.
Participants are fully vested after ten (10) years of service with no benefits vested prior to ten (10) years
of service, except those prior to June 1983. All benefits are paid in a lump sum format, except for the
Police Relief Funds, where participants may also elect not to withdraw, or to partially withdraw,his or her
retirement funds.
Defined Contribution Retirement Plan - 401(a)
The City has a defined contribution retirement plan (the "Defined Contribution Plan") that was
created in accordance with Section 401(a)of the Internal Revenue Code of 1986, as amended(the"Code").
The Defined Contribution Plan provides retirement and other related benefits for eligible employees as an
option to the other retirement systems sponsored by the City. However, effective March 19, 2006, the
Defined Contribution Plan was no longer offered to new employees of the City. Current employees are
still participating in the Defined Contribution Plan.
The Defined Contribution Plan is administrated by a Board of Trustees, which has the general
responsibility for the Plan's proper operation and management. The Defined Contribution Plan complies
with the provisions of section 401(a)of the Code and may be amended by the City Commission. The City
has no fiduciary responsibility for the Defined Contribution Plan. Consequently, amounts accrued for
benefits are not recorded in the fiduciary fund.
Employees in the Defined Contribution Plan hired prior to February 21, 1994 are required to
contribute ten percent(10%) of their salary while employees hired after February 21, 1994 are required to
contribute eight percent (8%) of their salary. The City matches the employee's contribution one hundred
percent (100%). The Defined Contribution Plan of each employee is the immediate property of the
employee. Employees have a choice of plan administrators and are responsible for the investment of their
funds amongst choices of investment vehicles offered by their selected plan administrator.
Defined Contribution Plan information, as of and for the Fiscal Year ended September 30, 2017,
is as follows:
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Page 1136 of 1418
Defined Contribution Plan Information
Members in Defined Contribution Plan 30
City's contribution $142,594
Percentage of covered payroll 8.10%
Employees' contribution 142,558
Percentage of covered payroll 8.10
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report
for Fiscal Year Ended September 30, 2017.
Other Post Employment Benefits
Plan Description
In accordance with Section 112.0801, Florida Statutes, the City is required to permit eligible
retirees and their eligible dependents to participate in the City's health insurance program at a cost to the
retirees that is no greater than the cost at which coverage is available for active employees. Although not
required by law, the City pays a portion of such cost of participation for its retirees. The City also provides
life insurance to the retirees. As with all governmental entities providing similar plans,the City is required
to comply with the Governmental Accounting Standard's Board Statement No. 45 - Accounting and
Financial Reporting by Employers for Postemployment Benefits Other than Pensions("GASB 45"). GASB
45 applies accounting methodology similar to that used for pension liabilities to other post employment
benefits ("OPEB") and attempts to more fully reveal the costs of employment by requiring governmental
units to include future OPEB costs in their fmancial statements. While GASB 45 requires recognition and
disclosure of the unfunded OPEB liability, there is no requirement that the liability of such plan be funded.
The City's single employer OPEB Plan (the "OPEB Plan") currently provides the following post
employment benefits:
(a) Health and Dental Insurance-Employees of the City hired prior to March 18,2006
are eligible to receive a fifty percent(50%)health insurance contribution of the total premium cost.
At age sixty-five (65), if the retiree is eligible for Medicare Part B, the City contributes fifty
percent (50%) of the Medicare Part B payment. Employees hired after March 18, 2006, after
vesting in City's retirement plans, are eligible to receive an offset to the retiree premium equal to
$10 per year of credible service,up to a maximum of$250 per month until age sixty-five(65) and
$5 per year of credible service up to a maximum of$125, thereafter.
(b) Life Insurance - Employees of the City are eligible to receive a life insurance
benefit of$1,000 towards the cost of such insurance.
As of September 30, 2008, the City established an OPEB Trust (the "OPEB Trust") and began
funding its OPEB obligation. Stand alone fmancial statements for the OPEB Trust are not prepared. As
of September 30, 2017, the date of the most recent actuarial valuation, OPEB Plan participation consisted
of the following:
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Page 1137 of 1418
OPEB Plan Participation
OPEB Plan Participants 2,248
Retirees receiving benefits 1,177
Total 3,425
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report
for Fiscal Year Ended September 30, 2017.
Funding of OPEB Plan
The City has the authority to establish and amend the funding policy of the OPEB Plan. For the
Fiscal Year ended September 30, 2017, the City paid $10,111,628 in OPEB benefits on a pay-as-go basis
and $539,279 to the OPEB Trust. The City's net OPEB obligation as of September 30, 2017 was
$62,501,455. The City intends to base future OPEB Trust contributions on the annual required contribution
in subsequent annual actuarial reports. However,no OPEB Trust contributions are legally or contractually
required.
The annual cost (expense) of the OPEB Plan is calculated based on the annual required
contribution,an amount actuarially determined in accordance with the parameters of GASB 45. The annual
required contribution represents a level of funding that, if paid on an ongoing basis, is projected to cover
the normal cost each year and amortize any unfunded actuarial liability over a period not to exceed thirty
(30) years.
The following table shows the components of the net OPEB liability of the City as of September
30, 2017.
Net OPEB Liability
Total OPEB Liability $179,905,825
OPEB Plan Fiduciary's Net Position 31,001,223
Net OPEB Liability $148,904,602
Plan Fiduciary Net Position as a Percentage
17.2V0
of the total OPEB Liability
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report
for Fiscal Year Ended September 30, 2017.
The following table shows the components of the City's annual OPEB cost, the amount actually
contributed and the change in the net OPEB obligation for the Fiscal Year ended September 30, 2017.
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44
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OPEB Annual Costs and
Net Obligation
Annual Required Contribution $12,445,848
Interest on Net OPEB Obligation 4,750,955
Adjustment to Annual Required Contribution (3,431,652)
Annual OPEB Cost(expense) 13,765,151
Contributions Made 10,650,628
Net OPEB Obligation 3,114,523
Net OPEB Obligation-Beginning of Year 59,386,932
Net OPEB Obligation-End of Year $62,501,455
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report
for Fiscal Year Ended September 30, 2017.
Set forth below is a description of the progress made by the City in accumulating sufficient assets
to pay OPEB benefits, when due.
OPEB Annual Costs and Contributions
Fiscal Year Percent of
Ended Annual Annual OPEB Net OPEB
September 30 OPEB Cost Contribution Cost Contributed Obligation
2014 $17,351,000 $ 8,882,000 51% $47,202,000
2015 15,307,000 9,463,000 62 53,063,932
2016 16,758,958 10,435,958 62 59,386,932
2017 13,765,151 10,650,628 77 62,501,455
Source: City of Miami Beach,Florida Comprehensive Annual Financial Report for Fiscal Year Ended September 30,
2017.
[Remainder of page intentionally left blank]
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Page 1139 of 1418
OPEB Funding Status
UAAL
Unfunded as a
Actuarial Percent of
Actuarial Actuarial Accrued Participants Participants
Valuation Value of Accrued Liability Funded Covered Covered
Date Plan Assets Liability (UAAL) Ratio Payroll Payroll
10/1/13 $22,167,000 $203,809,000 $181,642,000 10.9% $107,951,095 168.3%
10/1/14 24,761,000 203,509,000 178,748,000 12.2 109,003,000 164.0
10/1/15 24,853,000 213,212,000 188,359,000 11.7 117,436,761 160.4
10/1/16 27,013,566 173,242,455 146,228,889 15.6 142,146,603 102.9
Source: City of Miami Beach,Florida Comprehensive Annual Financial Report for Fiscal Year Ended September 30,2017,
September 30, 2016, September 30, 2015 and September 30, 2014.
For more detailed information concerning the Employee Plan, the Police and Firefighters' Plan,
the City's other retirement and contribution plans and the OPEB Plan, including actuarial valuations,
assumptions about future events and contact information for the acquisition of separate audited financial
statements for each plan (except the OPEB Plan, which does not have separate audited fmancial
statements), see "APPENDIX B - Excerpts from Comprehensive Annual Financial Report of the City of
Miami Beach,Florida for the Fiscal Year Ended September 30, 2017"and, in particular,Note 16 and,with
respect to the OPEB Plan, Note 17 of the Notes to the Financial Statements.
TAX MATTERS
General
In the opinion of Squire Patton Boggs (US) LLP, Bond Counsel, under existing law: (i) interest
on the Series 2019 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, and(ii)the Series 2019 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
Series 2019 Bonds.
The opinion on federal 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 Series 2019 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 Series 2019 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
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Page 1140 of 1418
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 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 Series
2019 Bonds being included in gross income for federal income tax purposes retroactively to the date of'
issuance of the Series 2019 Bonds. The City has covenanted to take the actions required of it for the
interest on the Series 2019 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 Series 2019 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 Series 2019 Bonds or the market value of the Series 2019 Bonds.
Interest on the Series 2019 Bonds maybe 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 may have certain adverse federal income tax consequences on items of income,
deduction or credit for certain taxpayers, including fmancial 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 Series 2019 Bonds. Bond Counsel will express
no opinion regarding those consequences.
Payments of interest on tax-exempt obligations, including the Series 2019 Bonds, are generally
subject to IRS Form 1099-INT information reporting requirements. If a Series 2019 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.
Bond Counsel's engagement with respect to the Series 2019 Bonds ends with the issuance of the
Series 2019 Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the City or
the owners of the Series 2019 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
Series 2019 Bonds, under current IRS procedures, the IRS will treat the City as the taxpayer and the
beneficial owners of the Series 2019 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 Series
2019 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 Series 2019 Bonds.
Prospective purchasers of the Series 2019 Bonds upon their original issuance at prices other than
the respective prices indicated on the inside cover of this Official Statement, and prospective purchasers
of the Series 2019 Bonds at other than their original issuance, should consult their own tax advisors
regarding other tax considerations such as the consequences of market discount, as to all of which Bond
Counsel expresses no opinion.
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Risk of Future Legislative Changes and/or Court Decisions
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 Series 2019 Bonds. There can be no
assurance that legislation enacted or proposed, or actions by a court,after the date of issuance of the Series
2019 Bonds will not have an adverse effect on the tax status of interest on the Series 2019 Bonds or the
market value or marketability of the Series 2019 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 Series 2019 Bonds from gross income for federal or state income tax purposes for all or
certain taxpayers.
For example, federal tax legislation that was enacted on December 22, 2017 reduced corporate tax
rates, modified individual tax rates, eliminated many deductions, repealed the corporate alternative
minimum tax and eliminated the tax-exempt advance refunding of tax-exempt bonds, among other things.
Additionally, investors in the Series 2019 Bonds should be aware that future legislative actions might
increase, reduce or otherwise change (including retroactively) the financial benefits and the treatment of
all or a portion of the interest on the Series 2019 Bonds for federal income tax purposes for all or certain
taxpayers. In all such events, the market value of the Series 2019 Bonds may be affected and the ability
of holders to sell their Series 2019 Bonds in the secondary market may be reduced.
Investors should consult their own financial and tax advisers to analyze the importance of these
risks.
Original Issue Discount and Original Issue Premium
Certain of the Series 2019 Bonds ("Discount Bonds") as indicated on the inside cover page of this
Official Statement may be offered and sold to the public at an original issue discount("OlD"). 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, OlD 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 OD 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 Series
2019 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 issue price described above for that Discount Bond who holds that
Discount Bond to maturity will realize no gain or loss upon the retirement of that Discount Bond.
Certain of the Series 2019 Bonds ("Premium Bonds")as indicated on the inside cover page of this
Official Statement may be offered and sold to the public at a price in excess of their stated redemption
price at maturity(the principal amount). 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
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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 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 advisors as to the
determination for federal income tax purposes of the existence of OID or bond premium, 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, other
federal tax consequences in respect of OID and bond premium, and the treatment of OID and bond
premium for purposes of state and local taxes on, or based on, income.
FINANCIAL STATEMENTS
Excerpts from the Comprehensive Annual Financial Report of the City of Miami Beach, Florida
for the Fiscal Year ended September 30,2017 and the report of Crowe Horwath LLP, independent certified
public accountants, in connection therewith, dated March 30, 2018, are included in APPENDIX B to this
Official Statement as part of the public records of the City. Such financial statements and report contain
information relating to the City and its financial position.
The consent of Crowe Horwath LLP was not requested for the reproduction of its audit report in
this Official Statement. The auditor has performed no services in connection with the preparation of this
Official Statement and is not associated with the offering of the Series 2019 Bonds.
CONTINUING DISCLOSURE
The City will covenant for the benefit of the holders of the Series 2019 Bonds to provide certain
financial information and operating data relating to the City not later than two hundred forty (240) days
following the end of each Fiscal Year, commencing with the Fiscal Year ending September 30, 2019 (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 (the "MSRB"). Digital Assurance Certification, L.L.C. ("DAC") will act as the initial 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 F -Form of Disclosure Dissemination Agent
Agreement." These covenants have been made in order to assist the Underwriters in complying with Rule
15c2-12 of the Securities and Exchange Commission (the "SEC").
On July 28,2014 Standard&Poor's Ratings Services ("Standard&Poor's")announced that it had
raised its rating on the City's general obligation debt two (2) notches to "AA+" from "AA-." The
disclosure agreements entered into by the City in connection with the issuance of various series of bonds
(the "Disclosure Agreements") require the City to provide, among other things, notice of rating changes
affecting such series of bonds. Notice of the ratings increase announced by Standard&Poor's on July 28,
2014 was not provided by the City within the time periods established in the Disclosure Agreements. Such
notice was filed by DAC, on behalf of the City, with the MSRB on April 29, 2015.
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In addition to Disclosure Agreements relating to bonds issued by the City,the City has entered into
Disclosure Agreements for bonds issued by the Miami Beach Redevelopment Agency (the "Agency").
Such Disclosure Agreements require the City to file its audited financial statements and certain financial
information and operating data (collectively, the "City Annual Information") each year with nationally
recognized municipal securities information repositories, as designated by the SEC. On July 1, 2009 the
SEC designated the Electronic Municipal Market Access System("EMMA")of the MSRB as the repository
for filing information in satisfaction of continuing disclosure requirements. Following such designation,
the City has submitted the City Annual Information for filing electronically with EMMA each year.
For Fiscal Years 2010 through 2014 the City Annual Information submitted for filing with EMMA
was not linked to the CUSIP number for the Agency's Tax Increment Revenue Bonds, Taxable Series
1998A(City Center/Historic Convention Village) (the"Series 1998A Bonds")when such information was
posted on EMMA. Access to such information was updated in October 2015 so that the CUSIP number
for the Series 1998A Bonds was included among the CUSIP numbers linked to the City Annual
Information for Fiscal Years 2010 through 2014. All of the Series 1998A Bonds were advance refunded
and defeased upon issuance by the Agency of its Tax Increment Revenue Refunding Bonds,Taxable Series
2015B (City Center/Historic Convention Village) on December 15, 2015.
Except as may be otherwise described herein, the City believes that during the past five (5)years,
it has complied in all material respects with its existing continuing disclosure undertakings made with
respect to SEC Rule 15c2-12(b)(5). Documents required to be filed pursuant to the Disclosure Agreements
are currently on file and available electronically from the MSRB at http://emma.msrb.org/. Information
regarding the Series 2019 Bonds and other outstanding bonds of the City maybe found at the DAC internet
site, "http//www.dacbond.com."
LITIGATION
There is no litigation or controversy of any nature now pending for which the City has received
service of process or, to the actual knowledge of the City Attorney, threatened against the City that seeks
to restrain or enjoin the issuance or delivery of the Series 2019 Bonds or contesting the proceedings or
authority under which they are to be issued or the creation, organization or existence of the City or, if
determined adversely to the City, would have a material adverse impact on the levy and collection of the
ad valorem taxes pledged to pay the principal of and interest on the Series 2019 Bonds.
LEGAL MATTERS
Certain legal matters incident to the issuance of the Series 2019 Bonds and with regard to the tax-
exempt status of the interest on the Series 2019 Bonds (see "TAX MATTERS" herein) are subject to the
legal opinion of Squire Patton Boggs (US) LLP, Bond Counsel-to the City. The signed legal opinion of
Bond Counsel, substantially in the form attached hereto as APPENDIX D, dated and premised on law in
effect as of the date of issuance of the Series 2019 Bonds, will be delivered on the date of issuance of the
Series 2019 Bonds. The actual legal opinion to be delivered may vary from the form attached hereto to
reflect facts and law on the date of delivery. The opinion will speak only as of its date, and subsequent
distribution of it by recirculation of this Official Statement or otherwise shall create no implication that
Bond Counsel has reviewed or expresses any opinion concerning any of the matters referenced in the
opinion subsequent to its date of issuance.
While Bond Counsel has participated in the preparation of certain portions of this Official
Statement, it has not been engaged by the City to confirm or verify such information. Except as may be
set forth in an opinion of Bond Counsel delivered to the Underwriters, Bond Counsel expresses and will
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express no opinion as to the accuracy, completeness or fairness of any statements in this Official Statement,
or in any other reports, financial information, offering or disclosure documents or other information
pertaining to the City or the Series 2019 Bonds that may be prepared or made available by the City, the
Underwriters or others to the holders of the Series 2019 Bonds or other parties.
Certain legal matters incident to the issuance of the Series 2019 Bonds relating to disclosure will
be passed on for the City by the Law Offices of Steve E. Bullock, P.A., Miami, Florida, whose legal
services as Disclosure Counsel have been retained by the City. The signed legal opinion, dated and
premised on law in effect as of the date of original delivery of the Series 2019 Bonds, will be delivered
to the City by Disclosure Counsel at the time of original delivery of the Series 2019 Bonds.
The proposed text of the form of the legal opinion of Disclosure Counsel is set forth as
APPENDIX E to this Official Statement. The actual legal opinion to be delivered may vary from that text
if necessary to reflect facts and law on the date of delivery. The opinion will speak only as of its date, and
subsequent distribution of it by recirculation of this Official Statement or otherwise shall create no
implication that Disclosure Counsel has reviewed or expresses any opinion concerning any of the matters
referenced in the opinion subsequent to its date of issuance.
Certain legal matters will be passed on for the City by Raul J. Aguila, Esquire, Miami Beach,
Florida,City Attorney. Greenberg Traurig,P.A.,Miami,Florida,is serving as counsel to the Underwriters.
The legal opinions and other letters of counsel to be delivered concurrently with the delivery of
the Series 2019 Bonds express the professional judgment of the attorneys rendering the opinions or advice
regarding the legal issues and other matters expressly addressed therein. By rendering a legal opinion or
advice, the giver of such opinion or advice does not become an insurer or guarantor of the result indicated
by that opinion, or the transaction on which the opinion or advice 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.
ENFORCEABILITY OF REMEDIES
The remedies available to the owners of the Series 2019 Bonds upon the occurrence of a default
under the Resolution are in many respects dependent upon judicial actions which are often subject to
discretion and delay. Under existing constitutional and statutory law and judicial decisions, such remedies
may not be readily available or may be limited. The various legal opinions to be delivered concurrently
with the delivery of the Series 2019 Bonds(including Bond Counsel's approving opinion)will be qualified,
as to the enforceability of the various legal instruments, by limitations imposed by bankruptcy,
reorganization,insolvency or other similar laws affecting the rights of creditors enacted before or after such
delivery and to general principles of equity(whether sought in a court of law or equity).
RATINGS
Moody's Investors Service, Inc. ("Moody's") has assigned to the Series 2019 Bonds a rating of
" ," with a " outlook," and S&P Global Ratings, a division of Standard & Poor's Financial
Services LLC("S&P")has assigned a rating of" ,"with a" outlook." Such ratings and outlooks
reflect the view of such organizations. An explanation of the significance of such ratings and outlooks may
be obtained only from Moody's and S&P,respectively. An explanation of the rating and outlook assigned
by Moody's may be obtained from Moody's at 7 World Trade Center, 250 Greenwich Street, 23rd Floor,
New York,New York 10007, (212) 553-0300. An explanation of the rating and outlook assigned by S&P
may be obtained from S&P at 55 Water Street, 38"' Floor, New York,New York 10041, (212) 438-2124.
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Generally, a rating agency bases its rating and outlook, if assigned, on the information and
materials furnished to it and on investigations, studies and assumptions of its own. A securities rating and
outlook is not a recommendation to buy, sell or hold securities. There is no assurance that the rating and
outlook provided by Moody's and S&P, respectively, will continue for any given period of time or that
they will not be revised downward or withdrawn entirely by such rating agencies if, in their judgment,
circumstances so warrant. Any downward revision or withdrawal of such ratings or outlooks may have
an adverse effect on the market price of the Series 2019 Bonds.
UNDERWRITING
The Series 2019 Bonds are being purchased by J.P.Morgan Securities LLC (the"Senior Managing
Underwriter"), Merrill Lynch, Pierce, Fenner & Smith Incorporated, Jefferies LLC and PNC Capital
Markets LLC (collectively with the Senior Managing Underwriter, the "Underwriters"), subject to certain
terms and conditions set forth in the bond purchase agreement between the City and the Underwriters,
including the delivery of opinions on certain legal matters relating to the issuance of the Series 2019 Bonds
by Bond Counsel and the existence of no material adverse change in the condition of the City from that
set forth in this Official Statement.
The Series 2019 Bonds are being purchased at a purchase price of $ (which
represents the$ principal amount of the Series 2019 Bonds, [plus/minus a net original issue
premium/discount of$ ,]minus an Underwriters' discount of$ ). The
Series 2019 Bonds are offered for sale to the public at the prices and yields set forth on the inside cover
page of this Official Statement. The Series 2019 Bonds may be offered and sold to certain dealers at prices
lower than or yields higher than such offering prices and yields. After the initial public offering, such
public offering prices and yields may be changed from time to time by the Underwriters.
The Senior Managing Underwriter has entered into negotiated dealer agreements (each, a "Dealer
Agreement") with each of Charles Schwab & Co., Inc. ("CS&Co.") and LPL Financial LLC ("LPL") for
the retail distribution of certain securities offerings at the original issue prices. Pursuant to each Dealer
Agreement, each of CS&Co. and LPL may purchase Series 2019 Bonds from the Senior Managing
Underwriter at the original issue price less a negotiated portion of the selling concession applicable to any
Series 2019 Bonds that such firm sells.
The Underwriters may have entered into distribution agreements with other broker-dealers (that
have not been designated by the City as an underwriter) for the distribution of the Series 2019 Bonds at
the original issue prices. Such agreements generally provide that the relevant underwriter will share a
portion of its underwriting compensation or selling concession with such broker-dealers.
The Underwriters and their respective affiliates are full service financial institutions engaged in
various activities, which may include sales and trading, commercial and investment banking, advisory,
investment management,investment research,principal investment,hedging,market making,brokerage and
other fmancial and non-financial activities and services. In the course of their various business activities,
the Underwriters and their respective affiliates, officers,directors and employees may purchase, sell or hold
a broad array of investments and actively traded securities, derivatives, loans, commodities, currencies,
credit default swaps and other financial instruments for their own account and for the accounts of their
customers, and such investment and trading activities may involve or relate to assets, securities and/or
instruments of the City(directly, as collateral securing other obligations or otherwise) and/or persons and
entities with relationships with the City. The Underwriters and their respective affiliates may also
communicate independent investment recommendations, market color or trading ideas and/or publish or
express independent research views in respect of such assets, securities or instruments and may at any time
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hold, or recommend to clients that they should acquire,long and/or short positions in such assets, securities
and instruments.
Bond Counsel and Disclosure Counsel may, from time-to-time, serve as counsel to one or more
of the Underwriters on matters unrelated to the issuance of the Series 2019 Bonds.
VERIFICATION OF MATHEMATICAL COMPUTATIONS
The arithmetical accuracy of certain computations included in the schedules provided by the[Senior
Managing Underwriter] relating to [the computation of forecasted receipts of principal and interest on the
Government Obligations (as defined in the Series 2003 Resolution) and cash to be held uninvested in] the
Escrow Deposit Trust Fund to pay and redeem the Refunded Bonds was verified by Integrity Public
Finance Consulting LLC, as the Verification Agent. Such computations were based solely upon
assumptions and information supplied by the [Senior Managing Underwriter.]
The Verification Agent has restricted its procedures to examining the arithmetical accuracy of
certain computations included in the schedules provided by the [Senior Managing Underwriter.] The
Verification Agent 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 results.
FINANCIAL ADVISOR
RBC Capital Markets,LLC, St.Petersburg,Florida,is serving as Financial Advisor to the City and
has acted in such capacity with respect to the sale and issuance of the Series 2019 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 in this Official
Statement. RBC Capital Markets, LLC did not engage in any underwriting activities with regard to the
issuance and sale of the Series 2019 Bonds.
CONTINGENT FEES
The City has retained Bond Counsel, Disclosure Counsel and the Financial Advisor with respect
to the authorization, sale, execution and delivery of the Series 2019 Bonds. Payment of the fees of such
professionals and an underwriting discount to the Underwriters (including the fees of Underwriters'
Counsel) are each contingent upon the issuance of the Series 2019 Bonds.
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS
Section 517.051, Florida Statutes, as amended, and Rule 3E400.003,Florida Administrative Code,
requires the City to disclose each and every default as to payment of principal and interest after December
31, 1975 with respect to obligations issued or guaranteed by the City. Rule 3E400.003 further provides,
however, that if the City in good faith believes that such disclosure would not be considered material by
reasonable investors, such disclosure may be omitted. The City has not defaulted on the payment of
principal or interest with respect to obligations issued or guaranteed by the City after December 31, 1975
that would be considered material by a reasonable investor.
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AUTHORIZATION CONCERNING OFFICIAL STATEMENT
The delivery of this Official Statement has been duly authorized by the City Commission. At the
time of the delivery of the Series 2019 Bonds, the Mayor and the City Manager of the City will furnish
a certificate to the effect that nothing has come to their attention which would lead them to believe that
this Official Statement, as of its date and as of the date of delivery of the Series 2019 Bonds, contains an
untrue statement of a material fact or omits to state a material fact which should be included therein for
the purpose for which this Official Statement is intended to be used, or which is necessary to make the
statements contained herein, in the light of the circumstances under which they were made,not misleading.
A limited number of copies of the final Official Statement will be provided, at the City's expense,
on a timely basis.
MISCELLANEOUS
All information included in this Official Statement has been provided by the City, except where
attributed to other sources. The summaries of and references to all documents, statutes, reports, and other
instruments referred to herein do not purport to be complete, comprehensive or definitive, and each such
reference or summary is qualified in its entirety by reference to each such document, statute,report or other
instrument. The information in this Official Statement has been compiled from official and other sources
and, while not guaranteed by the City, is believed to be correct. To the extent that any statements made
in this Official Statement and the appendices attached hereto involve matters of opinion or of estimates,
whether or not expressly stated, they are set forth as such and not as representations of fact, and no
representation is made that any of the estimates will be realized.
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
DAN GELBER, Mayor
JIMMY L. MORALES, City Manager
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APPENDIX A
General Information and Economic Data
Regarding the City of Miami Beach,Florida
and Miami-Dade County,Florida
Page 1149 of 1418
GENERAL INFORMATION REGARDING
THE CITY OF MIAMI BEACH,FLORIDA
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 providing background information only.
The Series 2019 Bonds are payable only from ad valorem taxes assessed in an amount sufficient to pay
the principal of and interest on the Series 2019 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 on the Series 2019 Bonds.
INTRODUCTION
The City
The City is located on a barrier island surrounded by the Atlantic Ocean to the east and Biscayne
Bay to the west. The City comprises approximately seven(7) square miles of land area and approximately
ten (10) square miles of Biscayne Bay. The City is connected to the mainland by four (4) causeways.
The climate of the City 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 Art Deco architecture in the United States. Within the Art Deco Historic District
is the world famous Ocean Drive,which has been called the"Riviera"of Florida. The economy of the area
is heavily dependant upon tourism. For Fiscal Year 2016, hotel, food and beverage sales within the City
were estimated to be in excess of$4.0 billion.
The demographics of the City have drastically changed over the last four (4) decades, as the City
changed from being considered primarily a retirement community. In the 1980 Census, the average age
of the City's population was 65.3 years old. That average declined to a median age of 39.0 years of age
by the 2000 Census and was 40.3 years of age in the 2010 Census. After the significant changes between
1980 and 2010, the City's demographics have stabilized with a younger, more affluent population. Based
on information provided by the U.S. Census Bureau for calendar year 2017 (the most recent year for which
City estimates are currently available from the U.S. Census Bureau), the median age in the City was
estimated to be 42.1 years of age. For calendar year 2017, the median family income for the City was
estimated to be $69,764.
The County
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 2,209 square miles of land area. The
population of the County is clustered mainly along the coastal, eastern areas, with the western area of the
County comprising a part of the Florida Everglades. The County was created on January 18, 1836 under
the Territorial Act of the United States. It included the land area now forming Palm Beach and Broward
Counties, together with the land area of the present Miami-Dade County. In 1909, Palm Beach County
was established from thenorthern portion of what was then Dade County. In 1915, Palm Beach County
and then Dade County contributed nearly equal portions of land to create what is now Broward County.
There have been no significant boundary changes to the County since 1915. There are thirty-four (34)
incorporated municipalities in the County and the County serves as a municipal government for its
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unincorporated areas. In addition to the City, the municipalities in the County include the cities of Miami,
Hialeah and Coral Gables.
POPULATION
The U.S. Census Bureau estimated the population of the City and of the County to be 92,187 and
2,702,602,respectively, in calendar year 2017. Set forth below are general population statistics for the City
and the County and age data relating to the City's population growth.
Population, City of Miami Beach
and Miami-Dade County 1980-2017
City of Miami-Dade
Calendar Year Miami 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 (5.1) 2,253,362 16.3
2010 87,779 (0.2) 2,496,435 10.8
2015 91,564 4.3 2,639,042 5.7
2016 91,784 0.2 2,664,418 1.0
2017 92,187 0.4 2,702.,602 1.4
Source: U.S. Department of Commerce, Bureau of Census.
Population Breakdown
City of Miami Beach, 1990-2017
Age Group 1990 2000 2010 2017*
Under 18 14.2% 13.4% 12.8% 14.7%
18 and over 85.8 86.6 87.2 85.3
21 and over 83.1 84.1 84.9 82.9
65 and over 23.4 19.2 16.2 16.2
Median Age: 44.5 39.0 40.3 42.1
Source: U.S.,Department of Commerce, Bureau of Census.
GOVERNMENT
The City was incorporated as a municipal corporation on March 26, 1915. The City operates under
a Commission/City Manager form of government. The City Commission consists of the Mayor and six
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(6) Commissioners who serve as the policy-making body of the City. Authority is vested in the City
Commission to enact ordinances, hold public hearings, approve contracts, establish the City's budget and
tax assessments, and authorize construction of all public improvements.
The Mayor and City Commission are elected on a citywide, nonpartisan basis. Elections are held
in odd numbered years, with the Mayor elected to serve two-year terms with a lifetime limit of three (3)
two-year terms. Commissioners are elected to serve four-year terms with a lifetime limit of two (2) four-
year terms. City Commission terms are staggered so that not all Commissioners are up for re-election at
the same time. On a rotating basis, the City Commission selects one (1) of its members to serve as Vice
Mayor for a three-month term. The Mayor,who is the presiding officer at City Commission meetings,may
vote on all matters that come before the City Commission, but has no power of veto. The City
Commission appoints the City Manager, the City Attorney and the City Clerk. All other department heads
are appointed by the City Manager, with the consent of the City Commission.
The City Manager is vested with the responsibility to ensure that policies, directives, resolutions,
and ordinances adopted by the City Commission are enforced and implemented. As the City's Chief
Executive Officer, the City Manager is responsible for providing executive level leadership, vision and
guidance to the organization,providing recommendations to the City Commission and implementing policy
directives in an efficient and effective manner. In addition, the City Manager is responsible for the daily
operations of the City, preparing and administering the budget, planning the development of the City,
supervising City employees, interacting with citizen groups and other units of government,and is otherwise
responsible for the health, safety, and welfare of the residents of and visitors to the City. With the
exception of the City Attorney's Office and the City Clerk's Office, the City Manager has the power to
appoint or remove all heads of the various departments of the City.
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,
neighborhood and community services, and the construction and maintenance of streets and infrastructure.
ECONOMIC AND DEMOGRAPHIC DATA
Family Income
The estimated median family income for the City has been consistently higher than the median
family income for the County. During the last five years for which family income information is available,
the median family income for the City has ranged from being as small as 11.4% higher than the median
family income for the County in calendar year 2013 to being as much as 34.3% higher in calendar year
2015.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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Estimated Median Family Incomes,2013 -2017*
City of Miami-Dade
Calendar Year Miami Beach Percent Change County . Percent Change
2013 $52,576 (6.9) $46,904 (1.0)
2014 60,710 15.5 50,187 7.0
2015 70,166 15.6 49,609 (1.2)
2016 71,001 1.2 51,694 4.2
2017 69,764 (1.7) 55,676 7.7
Source: U.S. Department of Commerce, Bureau of Census.
* Amounts are presented in dollars, adjusted for inflation.
Per Capita Personal Income
Between 2013 and 2017,the estimated per capita personal income for the County increased by 17.7
percent, from $39,119 in 2013 to $46,048 in 2017 (the most recent year for which such information is
available). Such increase is slightly higher than the rate of growth in the State of Florida and in the United
States,which experienced a per capita personal income growth rate of approximately 17.5 percent and 15.2
percent, respectively, during the same period.
Per Capita Personal Income,2013 -2017(1)
Calendar Miami-Dade State of
Year(2)X3) County %of U.S. Florida %of U.S. United States
2013 $39,119 87.3% $40,582 90.5% $44,826
2014 41,989 89.3 43,146 91.8 47,025
2015 44,470 90.9 45,352 92.7 48,940
2016 44,380 89.1 46,148 92.6 49,831
2017 46,048 89.2 47,684 92.3 51,640
Source: U.S. Department of Commerce, Bureau of Economic Analysis/Regional Economic Information System.
(1) Information provided as of the last available update, dated September 25, 2018.
(2) Except as described in footnote 3 of this table for the County, amounts for calendar years 2013 through 2016
are revised from estimates previously provided by the U.S. Department of Commerce for such years.
(3) Estimates for calendar year 2017 and, with respect to the County, calendar year 2016, are new estimates.
EMPLOYMENT
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The following tables provide information relating to the City's labor force for calendar years 2014
through 2018 and the principal employers in the County for the Fiscal Year ended September 30, 2016 and
comparative data for the Fiscal Year ended September 30, 2008.
City of Miami Beach Employment 2014-2018*
Labor Force 2014 2015 2016 2017 2018
Labor Force Employed 53,094 53,110 54,219 55,837 56,581
Labor Force Unemployed 2,382 2,297 2,215 2,103 1,664
Total Labor Force 55,476 55,407 56,434 57,940 58,245
Unemployment Rate 4.3% 4.1% 3.9% 3.6% 2.9%
Source: U.S. Department of Labor, Bureau of Labor Statistics.
* Data provided for December of each year.
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Miami-Dade County
Ten Largest Public Employers
2016 2008
Percentage
of Total
County
Employers Employees Rank Employment Employees Rank
Miami-Dade County Public Schools 33,477 1 2.64% 54,861 1
Miami-Dade County 25,502 2 2.01 33,653 2
Federal Government 19,200 3 1.51 20,400 3
Florida State Government 17,100 4 1.35 17,000 4
Jackson Health System 9,797 5 0.77 11,875 5
City of Miami 3,997 6 0.32 4,600 8
Florida International University 3,534 7 0.28 8,500 6
Homestead Air Force Base 3,250 8 0.26 — —
Miami VA Medical Center 2,500 9 0.20 2,310 10
Miami-Dade College 2,390 10 0.19 5,865 7
City of North Miami Beach – – – 3,878 9
TOTAL 120,747 9.53% 162,942
Source: City of Miami Beach Comprehensive Annual Financial Report for the Fiscal Year ended September 30,2017.
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Miami-Dade County
Ten Largest Private Employers
2016 2008
Percentage
of Total
County
Employers Employees Rank Employment Employees Rank
University of Miami 12,818 1 1.01% 12,765 1
Baptist Health South Florida 11,353 2 0.90 11,615 3
American Airlines 11,031 3 0.87 9,000 4
Carnival Cruise Lines 3,500 4 0.28
Miami Children's Hospital 3,500 4 0.28 —
Mount Sinai Medical Center 3,321 6 0.26 — —
Florida Power& Light Co. 3,011 7 0.24 — —
Royal Caribbean International 2,989 8 0.24 — —
Wells Fargo Bank 2,050 9 0.16 — —
Bank of America Merrill Lynch 2,000 10 0.16 — —
Publix Super Markets — — — 11,760 2
Winn-Dixie Stores — — — 8,000 5
United Parcel Service — — — 5,144 6
Precision Response Corporation — — — 5,000 7
The Home Depot — — — 4,500 8
Bellsouth/AT&T — — — 4,100 9
Florida Power& Light Company — — — 3,952 10
TOTAL 55.573 4.40% 75.836
Source: City of Miami Beach Comprehensive Annual Financial Report for the Fiscal Year ended September 30,2017.
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BUILDING PERMITS
The following is a calculation of the total value of the Building Permits issued by the City during
the past ten (10) years.
City of Miami Beach,Florida
Value of Building Permits Issued
Fiscal Years 2008-2017
Fiscal Year
Ended
September 30, Number of Permits* Total Value*
2008 10,994 $1,155,544,658
2009 10,281 577,461,927
2010 10,148 298,475,913
2011 11,088 371,534,297
2012 12,530 417,893,703
2013 13,790 497,902,181
2014 13,900 804,401,614
2015 14,396 742,450,180
2016 13,114 1,004,748,170
2017 10,978 990,230,904
Source: City of Miami Beach Building Department.
* Amounts have been revised from numbers provided previously to reflect the most recent
determination of actual number of permits issued and final valuations and improved
calculation and reporting of such amounts from upgraded accounting software.
LOCAL ECONOMY
Tourism is the largest sector of the City's economy,with over$4.0 billion in direct tourist spending
on hotel, food and beverage, and constitutes a large portion of the City's multi-billion dollar retail
marketplace. In Fiscal Year 2016, the City's hotels hosted approximately 7.0 million overnight visitors,
and approximately 11.0 million tourists visited South Beach and the Art Deco Historic District. Results
reported thus far for Fiscal Year 2017 evidence a continued upward trend.
In Fiscal Year 2016, hotel room occupancy in the City was 72.2%, down from 74.5% in Fiscal
Year 2015, reflecting continued absorption of an inventory of hotel rooms that has increased significantly
in recent years, from 14,138 in 2008 to 20,144 in 2016. The increased inventory has provided the City
with additional hotel room resources and product that is expected to continue to attract visitors and
additional investment over the long term. Since the second quarter of 2008,hotel room demand has shown
year over year increases.
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The City's unemployment rate of 2.9% as of December 2018 was below comparable geographies,
such as 3.5%for the County, 3.3% for the State of Florida and 3.7% for the United States for such period.
The City's unemployment rate has also decreased significantly from the local unemployment rate of 4.3%
in December 2014.
The City is a regional destination,with approximately 7 to 9 million day trips annually by residents
of the surrounding area, making it one of the most popular destinations in Florida. However, in recent
years, the City has diversified beyond its traditional tourism based economy to become a leading multi-
industry business center,with entertainment, health care, culture, and professional services industries. The
City has attracted major television series and movies,including the currently airing television show Bailers
(HBO), and recent movies Alvin and the Chipmunks: The Road Chip, and Arms and the Dudes. In
addition, in the recent past the City has served as host for several major television shows, including Burn
Notice(USA)and Magic City(Starz), and has been the host for several feature productions, including Iron
Man 3, Step Up Revolution, Pain & Gain and Ride Along 2.
The City also hosts several major conferences annually, including the eMerge Americas
Conference, which showcases the best and brightest technology innovators and entrepreneurs, including
Rokk3rlabs, a tech hub that is based in the City. For the past seventeen (17) years, the world's most
prestigious art fair,Art Basel,based in Switzerland, has held its Miami Beach exhibition. Over 265 of the
world's leading art galleries from thirty-five(35)countries participated in the most recent Art Basel Miami
Beach. Art Basel Miami Beach has increased in attendance and sales every year since inception and a
record 83,000 U.S. and international visitors are estimated to have attended the event in December, 2018.
Although there are industrial factors beyond the City's control that have impacted the production
of entertainment projects,the entertainment industry continues as an important part of the City's economy.
The City remains a key location for the production of movies, fashion campaigns and television series.
Many international talent and model agencies have established and continue operations in the City and the
City continues to grow as an international destination for major events. In addition to Art Basel Miami
Beach, Design Miami, the South Beach Food and Wine Festival, the Miami International Auto Show, the
South Beach Comedy Festival,the Yachts Miami Beach Show and the Winter Music Conference continue
to provide a strong base for the special events, meeting and trade show segment of the City's economy.
Retail tenants continue to open locations and expand in the City,joining established operations,
such as Marshalls,Kenneth Cole,Urban Outfitters,Diesel,Nicole Miller,Forever 21, H&M,The Gap and
a recently expanded flagship Apple store. As of September 30, 2016, Class A office space in prime
locations continues to generate interest, with a vacancy rate at the low level of approximately 5.0%. Such
office space is anchored by corporate tenants, such as LNR Property Corporation,Terranova, and Benetton,
and recently added co-space operator WeWork. Class B office space in the City is similarly active, with
a vacancy rate consistent with the average throughout the County of approximately 9.0%.
The City also remains a leader in the real estate industry, as the median price of homes and
condominiums continued to stabilize through 2016. Development in the City continues to grow,
specifically in North Beach, an area historically overlooked for significant projects by developers. Growth
management initiatives in the late 1990's resulted in more limited supply, somewhat reducing the exposure
of excess new residential inventory that was experienced in some other cities. Since the end of 2008, as
recessionary pressures eased on the economy, the City has mostly experienced quarterly increases in
condominium units sold, as developers have continued to introduce new projects to the market to add new
units to the available inventory. Miami Real Estate Market Reports reflect a housing market that has
become more stable during calendar year 2017. Total housing sales are reported to have increased in recent
years and, as of the second quarter of 2017,the City experienced the lowest market share of distressed sales
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for any period measured in the last four (4) years. Condominium sales in the City have also improved
when viewing a combination of sales and prices. Median sales prices are reported to have decreased by
about 6.0%, while sales have risen nearly 4.0%.
CONVENTION CENTER RENOVATION
The Miami Beach Convention Center(the "Convention Center"), originally built in 1957, recently
underwent a $515 million renovation and expansion, which was completed in the Fall of 2018. The
Convention Center now offers upgraded and completely redefined meeting spaces and entertainment
solutions for hosting large-scale business, trade, civic, and cultural events.
The new 1.4 million square foot, LEED certified facility includes a state-of-the-art 60,000 square
foot grand ballroom, additional meeting rooms with flexible arrangements, a 20,000 square foot glass
rooftop junior ballroom, advanced technology, and new versatile indoor/outdoor public spaces. For added
convenience, 800 parking spaces located across from the Convention Center have been relocated within
the footprint of the building, thus allowing a 5.8 acre parking lot to be converted into a public park
surrounded by canopy trees, a flexible lawn area, a food pavilion, and a public plaza to honor the City's
veterans. The park has potential to become the new civic"heart"of Miami Beach. The new upgrades and
improvements enable the Convention Center to keep up with the demands of the competitive national and
international convention community, while new outdoor public spaces create improved walkability,
connecting the Convention Center and the City's adjacent historical cultural district and resorts.
MIAMI BEACH VISITOR AND CONVENTION ACTIVITY
Miami-Dade County and the Miami Beach Convention Center host a large number of conventions
and the City welcomes a large number of overnight visitors each year. Set forth below is information
relating to Convention Center attendance and overnight visitor activity.
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City of Miami Beach,Florida
Convention Center Attendance and Overnight Visitors
Fiscal Years 2007-2016
Convention Center Overnight Total Overnight
Fiscal Year Attendance Visitors Visitor Spending
2007 707,133 4,894,053 $ 7,344,719,992
2008 889,695 4,863,569 7,468,633,814
2009 632,700 5,383,091 7,524,151,558
2010 708,875 5,558,408 8,104,378,579
2011 661,625 5,539,010 8,088,739,484
2012 661,327 5,841,612 9,201,340,602
2013 589,663 5,697,053 10,614,159,967
2014 737,954 6,961,200 10,500,000,000
2015 591,277 6,652,186 11,546,000,000
2016 388,641* 6,951,648 11,681,700,000
Source: City of Miami Beach Finance Department.
* Reduced attendance resulted from portions of the Convention Center being unavailable due to the
renovation and expansion project, which commenced in December 2015 and was completed in
September 2018.
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Tourism.and Visitor Activity
Domestic and International Overnight Visitors
Miami-Dade County Fiscal Years 2013 -2017
(in 000)
Fiscal Year Ended September 30,
Origin 2013 2014 2015 2016 2017
Domestic Regions
Northeast 3,401.4 3,520.1 3,860.5 3,915.3 3,883.4
Southern 1,781.0 1,833.1 2,004.8 2,026.7 2,007.4
Midwest 1,263.6 1,270.8 1,385.1 1,405.5 1,435.5
Western 641.2 679.2 739.8 752.5 736.1
Total Domestic Visitors 7,087.2 7,303.2 7,990.2 8,100.0 8,061.9
International Regions
South America 3,737.1 3,659.0 3,739.6 3,683.5 3,631.9
Caribbean 719.2 755.0 799.0 854.1 905.3
Central America 561.5 595.3 615.6 650.1 672.9
Europe 1,332.4 1,430.2 1,515.2 1,554.7 1,663.5
Canada 660.6 689.7 696.6 661.8 653.9
Other International Regions 120.9 130.7 140.1 220.0 270.7
Total International Visitors 7,131.7 7,260.0 7,506.0 7,624.2 7,798.1
Total Overnight Visitors* 14,218.9 14,563.2 15,496.3 15,724.3 15,860.0
Expenditures**
Domestic Overnight Visitors $ 7,840.00 $ 8,206.24 $ 8,757.31 $ 9,782.05 $ 9,771.40
International Overnight Visitors 15,954.13 16,528.19 14,936.26 15,723.77 16,272.23
Total Expenditures $23,794.13 $24,734.43 $23,693.57 $25,505.82 $26,043.63
Source: Greater Miami Convention and Visitors Bureau 2017 Visitor Industry Overview.
* Numbers may not add, due to rounding
** Average Daily Expenditures, in Billions.
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Overnight Visitors by Region
Fiscal Years 2013-2017*
Fiscal Year Ended September 30,
Region 2013 2014 2015 2016 2017
Miami Beach 47.3% 57.8% 54.7% 55.6% 58.5%
Downtown Miami 12.1 13.2 14.3 15.0 14:9
Airport Area 16.5 12.8 11.6 8.3 10.9
North-Dade/Sunny Isles Beach 13.9 11.8 9.8 11.7 8.1
South Miami-Dade 6.8 3.9 4.1 3.8 2.4
Coconut Grove 0.5 1.5 1.2 1.7 2.0
Coral Gables 1.7 1.4 1.4 1.3 1.9
Doral 1.2 3.3 4.4 2.9 1.7
Key Biscayne 1.3 1.5 2.1 2.4 1.5
Total 100% 100% 100% 100% 100%
Source: Greater Miami Convention and Visitors Bureau 2017 Visitor Industry Overview.
* Numbers may not add, due to rounding.
TRANSPORTATION
Surface Transportation
The County has a comprehensive transportation network designed to meet the needs of residents,
travelers and area businesses. The County's internal transportation system includes (a) Metrorail, a 24.8
mile, 23 station, above-ground, electric rail system connecting South Miami-Dade and the City of Hialeah
with the downtown Miami and civic center areas, as well as Miami International Airport, providing 21.5
million passenger trips annually; (b) Metromover, a fully automated, driverless, 4.4 mile above-ground,
electric rail, double-loop people mover system that (i) is interfaced with Metrorail, (ii) completes
approximately 10.3 million passenger trips annually throughout 21 stations and (iii) carries passengers
around downtown Miami's central business center, south to the Brickell Avenue business and international
banking centers and north to the Andrienne Arsht Performing Arts Center and Omni shopping center areas;
and(c)the County's Metrobus system which(i)includes both directly operated and contracted conventional
urban bus service, (ii) interconnects with all Metrorail stations and key Metromover stations, (iii) operates
over approximately 29.6 million revenue miles per year, and(iv)provides over 65.2 million passenger trips
annually.
The County also provides para-transit services to qualified elderly and handicapped riders through
its Special Transportation Service. The County's para-transit services supply over 1.64 million passenger
trips annually in a demand-response environment. In addition, 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.
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Passenger service between the northeastern U.S. and South Florida is provided by Amtrak. In
addition to Amtrak,the Tri-County Rail Service is a 72-mile train system that provides commuter passenger
service to from Miami-Dade County to Broward County and to the Palm Beach County area. The Tri-
County Rail Service consists of 28 north and south bound daily trains that can carry roughly 700
passengers each.
Brightline is an express intercity rail system that was developed and operated by "All Aboard
Florida,"a subsidiary of Florida East Coast Industries. In November 2018 Brightline was renamed Virgin
Trains USA ("Virgin Trains") following a strategic partnership with the United Kingdom's major
transportation entity, the Virgin Group. Virgin Trains is the United States' only privately owned and
operated intercity passenger railroad. Virgin Trains is expected ultimately to connect Miami to Orlando,
with intermediate stations in Fort Lauderdale and West Palm Beach. As currently contemplated, Virgin
Trains will provide Floridians and visitors a viable, high quality transportation alternative to congested
highways and airport terminals.
The rail service now known as Virgin Trains began service from Fort Lauderdale to West Palm
Beach in January 2018, which was extended to Miami in May 2018. Service to Orlando is currently
projected to begin during calendar year 2021.
Miami International Airport
Miami International Airport is one of the busiest airports in the world for both passenger and cargo
traffic. It ranks twelfth (12`h) in the nation and fortieth (40`h) in the world in passenger traffic and has the
third (3rd) highest international passenger traffic in the United States. The airport ranks first (Pt) in the
nation and tenth (10`h) in the world in tonnage of domestic and international cargo movement. During
calendar year 2018, Miami International Airport handled 44,071,313 passengers and 2,284,148 tons of air
freight. More than 100 airlines serve Miami International Airport, flying passengers to 170 destinations
around the globe.
Port of Miami
The Port of Miami, known as the "cruise capital of the world," is an island port that encompasses
640 acres of land. It is the world's largest multi-day cruise port and is operated by the Seaport Department
of Miami-Dade County. Embarkations and debarkations on cruise ships totaled over 5,592,000 passengers
at the Port of Miami during Fiscal Year 2018. The Port of Miami is currently home to fifty-five(55)cruise
ships that operate throughout the year. Such ships, owned by twenty-two (22) separate cruise ship
companies, include some of the largest cruise ships in the world.
The local and regional economic impacts of marine cargo and cruise related business activities at
the Port of Miami are significant. The County estimates that the Port of Miami positively impacts more
than 22,000 direct jobs in the County and the surrounding areas. Additionally, user related and indirect
job totals increase the Port of Miami's total employment impact to approximately 334,500 jobs. Personal
incomes are also impacted by the Port of Miami's business activities. Direct wages from cargo and cruise
activities are estimated to total more than $890 million, and more than $1.60 billion of total income and
local consumption expenditures are estimated to be created annually by businesses at,or related to,the Port
of Miami.
The total value of the economic impact created by cargo containers moving via the Port of Miami
is estimated at $35 billion to the State of Florida. This economic impact includes increased value added
during the production of export cargo, as well as transportation, warehousing, and retail distribution
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activities for import cargo. Import and export activity at the Port of Miami is estimated to generate income
for the State totaling $10 billion, and State and local taxes of approximately $2 billion annually. As a
preferred global gateway to Latin America, Europe, the Middle East, India and Asia, and as the preferred
cruise location for a significant portion of the cruise passenger industry, the Port of Miami is estimated to
have generated more than $43 billion in economic activity throughout the County and the State in 2018.
The Port of Miami is also a hub for Caribbean and Latin American commerce. These countries
accounted for approximately 42% of the 9,611,960 tons of cargo transferred through the Port of Miami
during Fiscal Year 2018. In addition, the Port of Miami has expanded its relationships in the global
community. Further, in September 2015, the County completed its Deep Dredge Project, which deepened
the shipping channel of the port to 52 feet, allowing the world's largest cargo ships sailing through the
expanded Panama Canal to bring cargo to the Port of Miami. Completion of the Deep Dredge Project,
together with other improvements and upgrades at the port, makes the Port of Miami the only port in the
United States south of Virginia capable of accommodating the world's largest cargo ships. As a result of
the foregoing, trade with the Far East, Asia and the Pacific coast is expected to continue to increase at the
Port of Miami. Such trade accounted for approximately 35% of the total cargo handled at the Port of
Miami during Fiscal Year 2018.
In August 2014, access to the Port of Miami was increased by the opening of the PortMiami
Tunnel. The PortMiami Tunnel consists of two (2) parallel tunnels (one in each direction) that travel
underneath Biscayne Bay connecting MacArthur Causeway on Watson Island with the Port of Miami on
Dodge.Island. The PortMiami Tunnel provides direct access from highways I-95 and I-395, creating a
highly desired additional entrance to the Port of Miami and a major improvement in traffic flow in
downtown Miami. The PortMiami Tunnel has been, and is expected to continue to be,a significant catalyst
for development at the Port of Miami and in the downtown Miami area.
RECREATION
There are numerous parks and playgrounds in the City. 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 (4) Vita courses, two (2) public swimming pools, and numerous tennis courts, including the Holtz
Tennis Stadium, which hosts 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 the Gulf Stream.
The Marina is a private development on City owned, bay front land in the South Pointe area of the City.
Renovation,has increased the number of boat slips to 400, making the Marina a first class facility and the
largest marina in the area.
The City owns two (2) championship golf courses that are open to the public. The two (2)
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
Excerpts from the Comprehensive Annual Financial Report
of the City of Miami Beach,Florida
for the Fiscal Year Ended September 30,2018
Page 1165 of 1418
APPENDIX C
The Resolution
Page 1166 of 1418
APPENDIX D
Proposed Form of Opinion of Bond Counsel
Page 1167 of 1418
APPENDIX E
Proposed Form of Opinion of Disclosure Counsel
Page 1168 of 1418
Date of Delivery
Mayor and City Commission of the
City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach, Florida 33139
CITY OF MIAMI BEACH,FLORIDA
General Obligation and Refunding Bonds
Series 2019
Ladies and Gentlemen:
We have served as Disclosure Counsel to the City of Miami Beach, Florida (the "City") in
connection with the issuance by the City of its$ in aggregate principal amount of General
Obligation and Refunding Bonds, Series 2019 (the "Series 2019 Bonds"). The Series 2019 Bonds are
being issued with the terms, for the purposes and subject to the conditions set forth in Resolution No.
adopted by the Mayor and City Commission of the City on , 2019 (the "the
"Resolution"), as described in the Official Statement dated ,2019 relating to the Series 2019
Bonds(the"Official Statement"). All capitalized terms used in this opinion that are not defined herein and
not normally capitalized shall have the meaning ascribed to such terms in the Official Statement.
In connection with the issuance and delivery of this opinion, we have considered such matters of
law and fact and have relied upon such certificates and other information furnished to us as we have
deemed appropriate. We are not expressing any opinion or views herein on the authorization, issuance,
delivery or validity of the Series 2019 Bonds. To the extent that the opinions expressed herein relate to
or are dependent upon the determination that the proceedings and actions related to the authorization,
issuance and sale of the Series 2019 Bonds are lawful and valid under the laws of the State of Florida, or
that the Series 2019 Bonds are valid and binding obligations of the City enforceable in accordance with
their terms, or that interest on the Series 2019 Bonds is excluded from the gross income of the owners
thereof for federal income tax purposes or is exempt from taxation under the laws of the State of Florida,
we understand that you are relying upon the opinions delivered on the date hereof of Squire Patton Boggs
(US) LLP and no opinion is expressed herein as to such matters.
The scope of our engagement with respect to the issuance of the Series 2019 Bonds was not to
establish factual matters and, because of the wholly or partially non-legal character of many of the
determinations involved in the preparation of the Official Statement, we are not passing on and do not
assume any responsibility for, except as set forth in the immediately succeeding paragraph, the accuracy
or completeness of the contents of the Official Statement(including,without limitation,its appendices)and
we make no representation that we have independently verified the accuracy, completeness or fairness of
such contents. As Disclosure Counsel to the City, we have participated in the preparation of the Official
Statement and in discussions and conferences with officials of the City, Bond Counsel for the City, the
Financial Advisor for the City,the Underwriters and Greenberg Traurig,P.A.,Counsel to the Underwriters,
in which the contents of the Official Statement and related matters were discussed.
Solely on the basis of our participation in the preparation of the Official Statement,our examination
of certificates, documents, instruments and records relating to the City and the issuance of the Series 2019
Bonds and the above-mentioned discussions, nothing has come to our attention which would lead us to
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City Commission of the
City of Miami Beach, Florida
Date of Delivery
Page 2
believe that the Official Statement (except for the financial, statistical and demographic data and
information in the Official Statement,including,without limitation,the appendices thereto,the information
relating to DTC, its operations and the book-entry only system, and the information under the caption
"UNDERWRITING," as to which no opinion is expressed) contains an untrue statement of a material fact
or omits to state a material fact that is necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
We are also of the opinion that the continuing disclosure undertaking set forth in the Resolution
and in the Disclosure Dissemination Agent Agreement of the City, dated as of the date of and delivered
at the closing for the Series 2019 Bonds, satisfies the requirements set forth in Rule 15c2-12(b)(5) of the
United States Securities and Exchange Commission, as such requirements apply to the issuance of the
Series 2019 Bonds.
In reaching the conclusions expressed herein we have,with your concurrence, assumed and relied
on, without independent verification, the genuineness and authenticity of all signatures not witnessed by
us, the authenticity of all documents, records, instruments and letters submitted to us as originals, the
conformity to originals of all items submitted to us as certified or photostatic copies, the legal capacity and
authority of the persons who executed such items, the accuracy of all warranties, representations and
statements of fact contained in the documents and instruments submitted to us,and the continuing accuracy
on this date of any certificates or other items supplied to us regarding the matters addressed herein. As
to questions of fact material to our opinions,we have relied upon and assumed the correctness of the public
records and certificates by, and representations of, public officials and other officers, and representatives
of the parties to this transaction. We have no actual knowledge of any factual information that would lead
us to form a legal opinion that the public records or certificates which we have relied upon contain any
untrue statement of a material fact.
The opinions expressed herein are based upon existing law as of the date hereof and we express
no opinion herein as of any subsequent date or with respect to any pending legislation. We assume no
obligation to supplement this opinion if any applicable laws change after the date hereof or if we become
aware of any facts that might change the opinions expressed herein after the date hereof. The opinions
expressed herein represent our professional judgment, are not a guarantee of result, and are limited to the
laws of the State of Florida and the United States of America.
The opinions expressed herein are furnished by us as Disclosure Counsel to our client, the City,
and solely for the use of the addressee named above. Such opinions shall not extend to, and may not be
relied upon by, any other persons, firms, or corporations without our express prior written consent. The
opinions expressed herein are limited to the matters set forth herein, and to the documents referred to
herein, and do not extend to any other agreements, documents or instruments executed by the City. No
other opinion should be inferred beyond the matters expressly stated herein.
Respectfully submitted,
LAW OFFICES OF STEVE E. BULLOCK, P.A.
E-2
Page 1170 of 1418
APPENDIX F
Form of Disclosure Dissemination Agent Agreement
Page 1171 of 1418
DISCLOSURE DISSEMINATION AGENT AGREEMENT
This Disclosure Dissemination Agent Agreement (the "Disclosure Agreement"), dated as
of , 2019, is executed and delivered by the City of Miami Beach, Florida (the
"Issuer") and Digital Assurance Certification, L.L.C., as exclusive Disclosure Dissemination
Agent (the "Disclosure Dissemination Agent" or "DAC") for the benefit of the Holders
(hereinafter defined) of the Bonds (hereinafter defined) and in order to provide certain
continuing disclosure with respect to the Bonds in accordance with Rule 15c2-12 of the United
States Securities and Exchange Commission under the Securities Exchange Act of 1934, as the
same may be amended from time to time(the"Rule").
The services provided under this Disclosure Agreement solely relate to the execution of
instructions received from the Issuer through use of the DAC system and do not constitute
"advice" within the meaning of the Dodd-Frank Wall Street Reform and Consumer Protection
Act (the"Act"). DAC will not provide any advice or recommendation to the Issuer or anyone on
the Issuer's behalf regarding the "issuance of municipal securities" or any "municipal financial
product" as defined in the Act and nothing in this Disclosure Agreement shall be interpreted to
the contrary.
SECTION 1. Definitions. Capitalized terms not otherwise defined in this Disclosure
Agreement shall have the meaning assigned in the Rule or, to the extent not in conflict with the
Rule, in the Official Statement (hereinafter defined). The capitalized terms shall have the
following meanings:
"Annual Filing Date" meansthe date, set in Sections 2(a) and 2(f), by which the Annual
Report is to be filed with the MSRB.
"Annual Financial Information"means annual financial information as such term is used
in paragraph(b)(5)(i)of the Rule and specified in Section 3(a) of this Disclosure Agreement.
"Annual Report" means an Annual Report described in and consistent with Section 3 of
this Disclosure Agreement.
"Audited Financial Statements" means the financial statements (if any) of the Issuer for
the prior Fiscal Year, certified by an independent auditor as prepared in accordance with
generally accepted accounting principles or otherwise, as such term is used in paragraph (b)(5)(i)
of the Rule and specified in Section 3(b) of this Disclosure Agreement.
"Bonds" means the bonds as listed on the attached Exhibit A, with the 9-digit CUSIP
numbers relating thereto.
"Certification" means a written certification of compliance signed by the Disclosure
Representative stating that the Annual Report, Audited Financial Statements, Voluntary Report,
Notice Event notice or Failure to File Event notice delivered to the Disclosure Dissemination
Agent is the Annual Report, Audited Financial Statements, Voluntary Report, Notice Event
notice or Failure to File Event notice required to be submitted to the MSRB under this Disclosure
Agreement. A Certification shall accompany each such document submitted to the Disclosure
Dissemination Agent by the Issuer and include the full name of the Bonds and the 9-digit CUSIP
numbers for all Bonds to which the document applies.
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Page 1172 of 1418
"Disclosure Dissemination Agent" means Digital Assurance Certification, L.L.C, acting
in its capacity as Disclosure Dissemination Agent hereunder, or any successor Disclosure
Dissemination Agent designated in writing by the Issuer pursuant to Section 9 hereof.
"Disclosure Representative" means the Chief Financial Officer of the Issuer or his or her
designee, or such other person as the Issuer shall designate in writing to the Disclosure
Dissemination Agent from time to time as the person responsible for providing Information to
the Disclosure Dissemination Agent.
"Failure to File Event" means the Issuer's failure to file an Annual Report on or before
the Annual Filing Date.
"Financial obligation" means a (i) debt obligation; (ii) derivative instrument entered into
•in connection with, or pledged as a security or a source of payment for, an existing or planned
debt obligation; or (iii) guarantee of(i) or (ii). The term "financial obligation" shall not include
municipal securities as to which a final official statement has been provided to the MSRB
consistent with the Rule.
"Force Majeure Event" means: (i) acts of God, war, or terrorist action; (ii) failure or
shut-down of the Electronic Municipal Market Access system maintained by the MSRB; or (iii)
to the extent beyond the Disclosure Dissemination Agent's reasonable control, interruptions in
telecommunications or utilities services, failure, malfunction or error of any telecommunications,
computer or other electrical, mechanical or technological application, service or system,
computer virus, interruptions in Internet service or telephone service (including due to a virus, •
electrical delivery problem or similar occurrence) that affect Internet users generally, or in the
local area in which the Disclosure Dissemination Agent or the MSRB is located, or acts of any
government, regulatory or any other competent authority the effect of which is to prohibit the
Disclosure Dissemination Agent from performance of its obligations under this Disclosure
Agreement.
"Holder"means any person(a)having the power, directly or indirectly,to vote or consent
with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds
through nominees, depositories or other intermediaries) or (b) treated as the owner of any Bonds
for federal income tax purposes.
"Information"means the Annual Financial Information, the Audited Financial Statements
(if any), the Notice Event notices, the Failure to File Event notices and the Voluntary Reports.
"MSRB" means the Municipal Securities Rulemaking Board established pursuant to
Section 15B(b)(1) of the Securities Exchange Act of 1934.
"Notice Event"means any of the events enumerated in paragraph (b)(5)(i)(C) of the Rule
and listed in Section 4(a) of this Disclosure Agreement.
"Obligated Person" means any person, including the Issuer, who is either generally or
through an enterprise, fund, or account of such person committed by contract or other
arrangement to support payment of all, or part of the obligations on the Bonds (other than
providers of municipal bond insurance, letters of credit, or other liquidity facilities).
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"Official Statement" means that Official Statement prepared by the Issuer in connection
with the Bonds.
"Voluntary Report" means the information provided to the Disclosure Dissemination
Agent by the Issuer pursuant to Section 7.
SECTION 2. Provision of Annual Reports.
(a) The Issuer shall provide, annually, an electronic copy of the Annual Report and
Certification to the Disclosure Dissemination Agent, not later than thirty (30) days prior to the
Annual Filing Date. Promptly upon receipt of an electronic copy of the Annual Report and the
Certification, the Disclosure Dissemination Agent shall provide an Annual Report to the MSRB
not later than two hundred forty (240) days after the end of each Fiscal Year, commencing with
•
the Fiscal Year ending September 30, 2019. Such date and each anniversary thereof is the •
Annual Filing Date. The Annual Report may be submitted as a single document or as separate
documents comprising a package, and may cross-reference other information as provided in
Section 3 of this Disclosure Agreement.
(b) If on the fifteenth (15th) day prior to the Annual Filing Date, the Disclosure
Dissemination Agent has not received a copy of the Annual Report and Certification, the
Disclosure Dissemination Agent shall contact the Disclosure Representative by telephone and in
writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the Annual
Report pursuant to Section 2(a). Upon such reminder, the Disclosure Representative shall either
(i)provide the Disclosure Dissemination Agent with an electronic copy of the Annual Report and
the Certification no later than two (2) business days prior to the Annual Filing Date, or (ii)
instruct the Disclosure Dissemination Agent in writing that the Issuer will not be able to file the
Annual Report within the time required under this Disclosure Agreement, state the date by which
the Annual Report for such year will be provided and instruct the Disclosure Dissemination
Agent that a Failure to File Event has occurred and to immediately send a notice to the MSRB in
substantially the form attached as Exhibit B.
(c) If the Disclosure Dissemination Agent has not received an Annual Report and
Certification by 10:00 a.m. Eastern time on the Annual Filing Date (or, if such Annual Filing
Date falls on a Saturday, Sunday or holiday, then the first business day thereafter) for the Annual
Report, a Failure to File Event shall have occurred and the Issuer irrevocably directs the
Disclosure Dissemination Agent to immediately send a Failure to File Event notice to the MSRB
in substantially the form attached as Exhibit B, without reference to the anticipated filing date for
the Annual Report.
(d) If Audited Financial Statements of the Issuer are prepared but not available prior
to the Annual Filing Date, the Issuer may provide an electronic copy of its unaudited financial
statements to the Disclosure Dissemination Agent and shall, when the Audited Financial
Statements are available, provide in a timely manner an electronic copy of the Audited Financial
Statements to the Disclosure Dissemination Agent, accompanied by a Certification, in each case
for filing with the MSRB. Compliance with the provisions of this Section 2(d) shall constitute
the Issuer's filing of the Annual Report until the Audited Financial Statements are filed.
(e) The Disclosure Dissemination Agent shall:
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Page 1174 of 1418
(i) verify the filing specifications of the MSRB each year prior to the Annual
Filing Date;
(ii) upon receipt, promptly file each Annual Report received under Sections
2(a) and 2(b)with the MSRB;
(iii) upon receipt, promptly file each of the unaudited financial statements and
each of the Audited Financial Statements received under Section 2(d) with the MSRB;
(iv) upon receipt, promptly file the text of each Notice Event received under
Sections 4(a) and 4(b)(ii) with the MSRB, identifying the Notice Event as instructed by
the Issuer pursuant to Section 4(a) or 4(b)(ii) (being any of the categories set forth below)
when filing pursuant to Section 4(c) of this Disclosure Agreement indicated:
1. "Principal and interest payment delinquencies;"
2. "Non-Payment related defaults, if material;"
3. "Unscheduled draws on debt service reserves reflecting financial
difficulties;"
4. "Unscheduled draws on credit enhancements reflecting financial
difficulties;"
5. "Substitution of credit or liquidity providers, or their failure to
perform;"
6. "Adverse tax opinions, the issuance by the Internal Revenue
Service of proposed or final determinations of taxability, Notices of Proposed
Issue (IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the security, or other material events affecting the tax
status of the security;"
7. "Modifications to rights of securities holders, if material;"
8. "Bond calls, if material, and tender offers;"
9. "Defeasances;"
10. "Release, substitution, or sale of property securing repayment of
the securities, if material;"
11. "Rating changes;"
12. `Bankruptcy, insolvency, receivership or similar event of the
obligated person;"
13. "The consummation of a merger, consolidation, or acquisition
involving an obligated person or the sale of all or substantially all of the assets of
the obligated person, other than in the ordinary course of business, the entry into a
4
010-8719-3536/2/AMERICAS
Page 1175 of 1418
definitive agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions, other than pursuant to its terms, if
material;"
14. "Appointment of a successor or additional trustee or the change of
name of a trustee, if material;"
15. "Incurrence of a financial obligation of the obligated person, if
material, or agreement to covenants, events of default, remedies,priority rights, or
other similar terms of a financial obligation of the obligated person, any of which
affect security holders, if material;"and
16. "Default, event of acceleration, termination event, modification of
terms, or other similar events under the terms of a financial obligation of the
obligated person, any of which reflect financial difficulties."
(v) upon receipt (or irrevocable direction pursuant to Section 2(c) of this
Disclosure Agreement, as applicable), promptly file a completed copy of Exhibit B to this
Disclosure Agreement with the MSRB, identifying the filing as "Failure to provide
annual information as required"when filing pursuant to Section 2(b)(ii) or Section 2(c) of
this Disclosure Agreement;
(vi) upon receipt, promptly file the text of each Voluntary Report received
under Section 7 with the MSRB.
(vii) provide the Issuer evidence of the filings of each of the above when made,
which shall be by means of the DAC system, for so long as DAC is the Disclosure
Dissemination Agent under this Disclosure Agreement.
(f) The Issuer may adjust the Annual Filing Date upon change of its Fiscal Year by
providing written notice of such change and the new Annual Filing Date to the Disclosure
Dissemination Agent and the MSRB, provided that the period between the existing Annual
Filing Date and new Annual Filing Date shall not exceed one year.
(g) Any Information received by the Disclosure Dissemination Agent before 6:00
p.m. Eastern time on any business day that it is required to file with the MSRB pursuant to the
terms of this Disclosure Agreement and that is accompanied by a Certification and all other
information required by the terms of this Disclosure Agreement will be filed by the Disclosure
Dissemination Agent with the MSRB no later than 11:59 p.m. Eastern time on the same business
day; provided, however, the Disclosure Dissemination Agent shall have no liability for any delay
in filing with the MSRB if such delay is caused by a Force Majeure Event, provided that the
Disclosure Dissemination Agent uses reasonable efforts to make any such filing as soon as
possible.
SECTION 3. Content of Annual Reports.
(a) Each Annual Report shall contain the following Annual Financial Information
with respect to the Issuer for the prior Fiscal Year: the information in the Official Statement
under the tables captioned "City of Miami Beach, Florida Property Tax Levies and Collections,"
5
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Page 1176 of 1418
"City of Miami Beach, Florida Statement of Tax Levies and Rates" and "City of Miami Beach,
Florida Computation of Direct and Overlapping Debt".
(b) Audited Financial Statements prepared in accordance with generally accepted
accounting principles ("GAAP") will be included in the Annual Report, but may be provided in
accordance with Section 2(d).
Any or all of the items listed above may be included by specific reference to other
documents, including official statements of debt issues with respect to which the Issuer is an
Obligated Person, which have been previously filed with the Securities and Exchange
Commission or available to the public on the MSRB Internet Website. If the document
incorporated by reference is a final official statement, it must be available from the MSRB. The
Issuer will clearly identify each such document so incorporated by reference.
Any Annual Financial Information containing modified operating data or financial
information is required to explain, in narrative form, the reasons for the modification and the
impact of the change in the type of operating data or financial information being provided.
SECTION 4. Reporting of Notice Events.
(a) The occurrence of any of the following events with respect to the Bonds
constitutes a Notice Event:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial
difficulties;
4. Unscheduled draws on credit enhancements relating to the Bonds
reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form
5701-TEB) or other material notices or determinations with respect to the tax status of the
Bonds, or other material events affecting the tax status of the Bonds;
7. Modifications to rights of Bond holders, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds,
if material;
11. Rating changes on the Bonds;
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Page 1177 of 1418
12. Bankruptcy, insolvency, receivership or similar event of the Obligated
Person;
Note: for the purposes of the event identified in this subsection 4(a)(12), the event is considered to
occur when any of the following occur: the appointment of a receiver,fiscal agent or similar officer for an
Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state
or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of
the assets or business of the Obligated Person, or if such jurisdiction has been assumed by leaving the
existing governmental body andofficials or officers in possession but subject to the supervision and orders
of a court or governmental authority, 'or the entry of an order confirming a plan of reorganization,
arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over
substantially all of the assets or business of the Obligated Person.
13. The consummation of a merger, consolidation, or acquisition involving an
Obligated Person or the sale of all or substantially all of the assets of the Obligated
Person, other than in the ordinary course of business,the entry into a definitive agreement
to undertake such an action or the termination of a definitive agreement relating to any
such actions, other than pursuant to its terms,if material;
14. Appointment of a successor or additional trustee or the change of name of
a trustee, if material;
15. Incurrence of a financial obligation of an Obligated Person, if material, or
agreement to covenants, events of default, remedies, priority rights, or other similar terms
of a financial obligation of an Obligated Person, any of which affect Bond holders, if
material; and
16. Default, event of acceleration, termination event,modification of terms, or
other similar events under the terms of a financial obligation of an Obligated Person, any
of which reflect financial difficulties.
The Issuer shall, in a timely manner not in excess of ten (10) business days after its
occurrence, notify the Disclosure Dissemination Agent in writing of the occurrence of a Notice
Event. Such notice shall instruct the Disclosure Dissemination Agent to report the occurrence
pursuant to subsection (c) of this Section 4 and shall be accompanied by a Certification. Such
notice or Certification shall identify the Notice Event that has occurred (which shall be any of the
categories set forth in Section 2(e)(iv) of this Disclosure Agreement), include the text of the
disclosure that the Issuer desires to make, contain the written authorization of the Issuer for the
Disclosure Dissemination Agent to disseminate such information, and identify the date the Issuer
desires for the Disclosure Dissemination Agent to disseminate the information (provided that
such date is not later than the tenth(10th)business day after the occurrence of the Notice Event).
(b) The Disclosure Dissemination Agent is under no obligation to notify the Issuer or
the Disclosure Representative of an event that may constitute a Notice Event. In the event the
Disclosure Dissemination Agent so notifies the Disclosure Representative, the Disclosure
Representative will within two business days of receipt of such notice (but in any event not later
than the tenth (10th) business day after the occurrence of the Notice Event, if the Issuer
determines that a Notice Event has occurred), instruct the Disclosure Dissemination Agent that
(i) a Notice Event has not occurred and no filing is to be made or(ii) a Notice Event has occurred
and the Disclosure Dissemination Agent is to report the occurrence pursuant to Section 4(c),
7
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Page 1178 of 1418
together with a Certification. Such notice or Certification shall identify the Notice Event that has
occurred (which shall be any of the categories set forth in Section 2(e)(iv) of this Disclosure
Agreement), include the text of the disclosure that the Issuer desires to make, contain the written
authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such
information, and identify the date the Issuer desires for the Disclosure Dissemination Agent to
disseminate the information (provided that such date is not later than the tenth (10th) business
day after the occurrence of the Notice Event).
(c) If the Disclosure Dissemination Agent has been instructed by the Issuer as
prescribed in subsection (a) or(b)(ii) of this Section 4 to report the occurrence of a Notice Event,
the Disclosure Dissemination Agent shall promptly file a notice of such occurrence with the
MSRB in accordance with Section 2(e)(iv)hereof.
• SECTION 5. CUSIP Numbers. Whenever providing information to the Disclosure
Dissemination Agent, including but not limited to Annual Reports, documents incorporated by
reference to the Annual Reports, Audited Financial Statements, notices of Notice Events, Failure
to File Events and Voluntary Reports filed pursuant to Section 7(a), the Issuer shall indicate the
full name of the Bonds and the 9-digit CUSIP numbers for the Bonds as to which the provided
information relates.
SECTION 6. Additional Disclosure Obligations. The Issuer acknowledges and
understands that other state and federal laws, including but not limited to the Securities Act of
1933 and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, may apply to the
Issuer, and that the failure of the Disclosure Dissemination Agent to so advise the Issuer shall not
constitute a breach by the Disclosure Dissemination Agent of any of its duties and
responsibilities under this Disclosure Agreement. The Issuer acknowledges and understands that
the duties of the Disclosure Dissemination Agent relate exclusively to execution of the
mechanical tasks of disseminating information as described in this Disclosure Agreement.
SECTION 7. Voluntary Reports.
(a) The Issuer may instruct the Disclosure Dissemination Agent to file information
with the MSRB, from time to time pursuant to a Certification of the Disclosure Representative
accompanying,such information(a"Voluntary Report").
(b) Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from
disseminating any other information through the Disclosure Dissemination Agent using the
means of dissemination set forth in this Disclosure Agreement or including any other
information in any Annual Report, Audited Financial Statements, Voluntary Report, Notice
Event notice or Failure to File Event notice, in addition to that required by this Disclosure
Agreement. If the Issuer chooses to include any information in any Annual Report, Audited
Financial Statements, Voluntary Report, Notice Event notice, or Failure to File Event notice in
addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have
no obligation under this Disclosure Agreement to update such information or include it in any
future Annual Report, Audited Financial Statements, Voluntary Report, Notice Event notice or
Failure to File Event notice.
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SECTION 8. Termination of Reporting Obligation. The obligations of the Issuer and
the Disclosure Dissemination Agent under this Disclosure Agreement shall terminate with
respect to the Bonds upon the legal defeasance, prior redemption or payment in full of all of the
Bonds, when the Issuer is no longer an Obligated Person with respect to the Bonds, or upon
delivery by the Disclosure Representative to the Disclosure Dissemination Agent of an opinion
of nationally recognized bond counsel to the effect that continuing disclosure is no longer
required.
SECTION 9. Disclosure Dissemination Agent. The Issuer has appointed Digital
Assurance Certification, L.L.C. as exclusive Disclosure Dissemination Agent under this
Disclosure Agreement. The Issuer may, upon thirty (30) days prior written notice to the
Disclosure Dissemination Agent, replace or appoint a successor Disclosure Dissemination Agent.
Upon termination of DAC's services as Disclosure Dissemination Agent, whether by notice of
the Issuer or DAC, the Issuer agrees to appoint a successor Disclosure Dissemination Agent or, '
alternately, agrees to assume all responsibilities of Disclosure Dissemination Agent under this
Disclosure Agreement for the benefit of the Holders of the Bonds. Notwithstanding any
replacement or appointment of a successor, the Issuer shall remain liable until payment in full for
any and all sums owed and payable to the Disclosure Dissemination Agent. The Disclosure
Dissemination Agent may resign at any time by providing thirty(30) days prior written notice to
the Issuer.
SECTION 10. Remedies in Event of Default. In the event of a failure of the Issuer or
the Disclosure Dissemination Agent to comply with any provision of this Disclosure Agreement,
any Holder's rights to enforce the provisions of this Disclosure Agreement shall be limited solely
to a right, by action in mandamus or for specific performance, to'compel performance of the
parties' obligation under this Disclosure Agreement. Any failure by a party to perform in
accordance with this Disclosure Agreement shall not constitute a default on the Bonds or under
any other document relating to the Bonds, including the Resolution, and all rights and remedies
shall be limited to those expressly stated herein.
SECTION 11. Duties, Immunities and Liabilities of Disclosure Dissemination Agent.
(a) The Disclosure Dissemination Agent shall have only such duties as are
specifically set forth in this Disclosure Agreement. The Disclosure Dissemination Agent's
obligation to deliver the information at the times and with the contents described herein shall be
limited to the extent the Issuer has provided such information to the Disclosure Dissemination
Agent as required by this Disclosure Agreement. The Disclosure Dissemination Agent shall
have no duty with respect to the content of any disclosures or notice made pursuant to the terms
hereof. The Disclosure Dissemination Agent shall have no duty or obligation to review or verify
any Information or any other information, disclosures or notices provided to it by the Issuer and
shall not be deemed to be acting in any fiduciary capacity for the Issuer, the Holders of the
Bonds or any other party. The Disclosure Dissemination Agent shall have no responsibility for
the Issuer's failure to report to the Disclosure Dissemination Agent a Notice Event or a duty to
determine the materiality thereof. The Disclosure Dissemination Agent shall have no duty to
determine, or liability for failing to determine, whether the Issuer has complied with this
Disclosure Agreement. The Disclosure Dissemination Agent may conclusively rely upon
certifications of the Issuer at all times.
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The obligations of the Issuer under this Section shall survive resignation or removal of
the Disclosure Dissemination Agent and defeasance,redemption or payment of the Bonds.
(b) The Disclosure Dissemination Agent may, from time to time, consult with legal
counsel (either in-house or external) of its own choosing in the event of any disagreement or
controversy, or question or doubt as to the construction of any of the provisions hereof or its
respective duties hereunder, and shall not incur any liability and shall be fully protected in acting
in good faith upon the advice of such legal counsel. The reasonable fees and expenses of such
counsel shall be payable by the Issuer.
(c) All documents, reports, notices, statements, information and other materials
provided to the MSRB under this Disclosure Agreement shall be provided in an electronic format
and accompanied by identifying information as prescribed by the MSRB.
•
SECTION 12. Amendment Waiver. Notwithstanding any other provision of this
Disclosure Agreement, the Issuer and the Disclosure Dissemination Agent may amend this
Disclosure Agreement and any provision of this Disclosure Agreement may be waived, if such
amendment or waiver is supported by an opinion of counsel expert in federal securities laws
acceptable to both the Issuer and the Disclosure Dissemination Agent to the effect that such
amendment or waiver does not materially impair the interests of Holders of the Bonds and would
not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or
waiver had been effective on the date hereof but taking into account any subsequent change in or
official interpretation of the Rule; provided neither the Issuer or the Disclosure Dissemination
Agent shall be obligated to agree to any amendment modifying their respective duties or
obligations without their consent thereto.
Notwithstanding the preceding paragraph, the Disclosure Dissemination Agent shall have
the right to adopt amendments to this Disclosure Agreement necessary to comply with
modifications to and interpretations of the provisions of the Rule as announced by the Securities
and Exchange Commission from time to time by giving not less than twenty (20) days written
notice of the intent to do so together with a copy of the proposed amendment to the Issuer. No
such amendment shall become effective if the Issuer shall, within ten (10) days following the
giving of such notice, send a notice to the Disclosure Dissemination Agent in writing that it
objects to such amendment.
SECTION 13. No Personal Liability. No covenant, stipulation, obligation or agreement
of the Issuer contained in this Disclosure Agreement shall be deemed to be a covenant,
stipulation, obligation or agreement of any present or future officer, agent or employee of the
Issuer in other than that person's official capacity.
SECTION 14. Beneficiaries. This Disclosure Agreement shall inure solely to the
benefit of the Issuer, the Disclosure Dissemination Agent, the Underwriters, and the Holders
from time to time of the Bonds, and shall create no rights in any other person or entity.
SECTION 15. Governing Law. This Disclosure Agreement shall be governed by the
laws of the State of Florida.
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SECTION 16. Counterparts. This Disclosure Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
The Disclosure Dissemination Agent and the Issuer have caused this Disclosure
Agreement to be executed, on the date first written above, by their respective officers duly
authorized.
DIGITAL ASSURANCE CERTIFICATION,
L.L.C., as Disclosure Dissemination Agent
By:
Name:
Title:
CITY OF MIAMI BEACH, FLORIDA, as Issuer
By:
John Woodruff
Chief Financial Officer
APPROVED AS TO
FORM&LANGUAGE
&FOR EXECUTION
.(
City Attorney Date
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