Resolution 2022-32157 RESOLUTI"ON NO. 2022-32157
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA AUTHORIZING THE ISSUANCE OF (i) NOT
TO EXCEED $22,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY
OF MIAMI BEACH, FLORIDA PARKING REVENUE BONDS, SERIES
2022A, FOR THE PRINCIPAL PURPOSE OF PAYING THE COST OF
CERTAIN IMPROVEMENTS TO THE PARKING SYSTEM, AND (ii) NOT
TO EXCEED $70,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY
OF MIAMI BEACH, FLORIDA PARKING REVENUE REFUNDING BONDS,
TAXABLE SERIES 2022B, FOR THE PRINCIPAL PURPOSE OF
REFUNDING ALL OR A PORTION OF THE CITY'S OUTSTANDING
PARKING REVENUE BONDS, SERIES 2015, PURSUANT TO SECTIONS
209 AND 210, RESPECTIVELY, OF RESOLUTION NO. 2010-27491
ADOPTED BY THE CITY ON SEPTEMBER 20, 2010; PROVIDING THAT
SAID SERIES 2022 BONDS AND INTEREST THEREON SHALL BE
PAYABLE SOLELY AS PROVIDED IN SAID RESOLUTION NO. 2010-27491
AND THIS RESOLUTION; PROVIDING CERTAIN DETAILS OF THE
SERIES 2022 BONDS; DELEGATING OTHER DETAILS AND MATTERS IN
CONNECTION WITH THE ISSUANCE OF THE SERIES 2022 BONDS AND
THE REFUNDING OF THE BONDS TO BE REFUNDED, INCLUDING
WHETHER THE SERIES 2022 BONDS SHALL NOT BE SECURED BY THE
RESERVE ACCOUNT AND WHETHER TO SECURE A CREDIT FACILITY
AND/OR A RESERVE ACCOUNT INSURANCE POLICY, TO THE CITY
MANAGER, WITHIN THE LIMITATIONS AND RESTRICTIONS STATED
HEREIN; APPOINTING UNDERWRITERS, A BOND REGISTRAR, AN
ESCROW AGENT AND A DISCLOSURE DISSEMINATION AGENT;
AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2022 BONDS
AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION
OF A BOND PURCHASE AGREEMENT; AUTHORIZING AND DIRECTING
THE BOND REGISTRAR TO AUTHENTICATE AND DELIVER THE
SERIES 2022 BONDS; APPROVING THE FORM OF AND DISTRIBUTION
OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL
STATEMENT AND AUTHORIZING THE EXECUTION OF THE OFFICIAL
STATEMENT; PROVIDING FOR THE APPLICATION OF THE PROCEEDS
OF THE SERIES 2022 BONDS AND CREATING CERTAIN FUNDS,
ACCOUNTS AND SUBACCOUNTS; AUTHORIZING THE REFUNDING,
DEFEASANCE AND REDEMPTION OF THE BONDS TO BE REFUNDED
AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION
AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT;
AUTHORIZING A BOOK-ENTRY REGISTRATION SYSTEM WITH
RESPECT TO THE SERIES 2022 BONDS; COVENANTING TO PROVIDE
CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 2022
BONDS AND APPROVING THE FORM OF AND AUTHORIZING THE
EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE
AGREEMENT; AUTHORIZING OFFICERS AND EMPLOYEES OF THE
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CITY TO TAKE ALL NECESSARY RELATED ACTIONS; AND PROVIDING
FOR AN EFFECTIVE DATE.
WHEREAS, the City of Miami Beach, Florida(the"City") currently owns, maintains and
operates a Parking System (as such term and all other capitalized terms used in this resolution
and not defined herein are defined in the hereinafter described Original Resolution); and
WHEREAS, the City has heretofore issued its (i) $58,825,000 original principal amount
of City of Miami Beach, Florida Parking Revenue Bonds, Series 2015, currently Outstanding in
the principal amount of $58,425,000 (the "Outstanding Series 2015 Bonds"), pursuant to
Resolution No. 2010-27491 adopted by the Commission on September 20, 2010 (the "Original
Resolution" and as amended and supplemented from time to time, the "Bond Resolution") and
Resolution No. 2015-29176 adopted by the Commission on October 14, 2015; and
WHEREAS, the City has determined that certain improvements to the Parking System as
more particularly described in Exhibit A attached hereto and made a part hereof (the "Series
2022 Project")are necessary and desirable; and
WHEREAS, Section 209 of the Original Resolution provides for the issuance of
Additional Bonds under the Bond Resolution for the principal purpose of paying all or any part
of the Cost of any Improvements, upon meeting certain conditions contained in said Section 209;
and
WHEREAS, the Series 2022 Project constitutes Improvements under the Bond
Resolution; and
WHEREAS, the City has determined that it is desirable to issue Additional Bonds (the
"Series 2022A Bonds") pursuant to the provisions of Section 209 of the Original Resolution and
ry • this resolution,which constitutes a Series Resolution for the Series 2022A Bonds under the Bond
Resolution, for the purpose of paying, together with any other available moneys of the City, the
Cost of the Series 2022 Project and funding as necessary the Reserve Account; and
WHEREAS, the City has further determined that as a result of the current low interest
rate environment it is financially beneficial to authorize the refunding of all or a portion of the
Outstanding Series 2015 Bonds as shall be determined by the City Manager in accordance with
the provisions of this resolution (the Outstanding Series 2015 Bonds to be refunded hereinafter
referred to as the"Bonds to be Refunded"); and
WHEREAS, Section 210 of the Original Resolution provides for the issuance of
Refunding Bonds for the principal purpose of providing funds for refunding all or any portion of
the Outstanding Bonds of any one or more Series, upon meeting certain conditions contained in
said Section 210; and
WHEREAS, in accordance with the requirements of Section 210 of the Original
Resolution,the Commission hereby determines that the refunding of the Bonds to be Refunded is
in the best interests of the City and the users of the Parking System as it will result in debt
service savings which will lower the expenses of the Parking System and be financially
beneficial to the City and the users of the Parking System; and
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WHEREAS, the City has determined that it is desirable to issue Refunding Bonds (the
"Series 2022B Bonds" and, together with the Series 2022A Bonds, the "Series 2022 Bonds")
pursuant to the provisions of Section 210 of the Original Resolution and this resolution, which
constitutes a Series Resolution for the Series 2022B Bonds under the Bond Resolution, for the
purpose of, together with any other available moneys of the City, (i) providing funds for
refunding, defeasing and redeeming all or a portion of the Outstanding Series 2022 Bonds, (ii)
funding as necessary the Reserve Account, and (iii) paying the expenses incurred in such
issuance, refunding, defeasance and redemption (collectively, the "Series 2022B Funding
Requirements"), which Series 2022B Bonds must be issued as bonds the interest on which is not
excluded from the gross income of the Holders thereof for the federal tax purposes under federal
tax law("Taxable Bonds"); and
WHEREAS, the Commission has determined that it is in the best interest of the City to
delegate to the City Manager, who shall rely upon the recommendations of the Chief Financial
Officer and RBC Capital Markets, LLC, the City's Financial Advisor, the determination of
various terms of the Series 2022 Bonds, whether the Series 2022 Bonds shall not be secured by
the Reserve Account, whether to secure a Credit Facility and/or Reserve Account Insurance
Policy with respect to the Series 2022 Bonds, the final award of the Series 2022 Bonds, the
determination of the Outstanding Series 2022 Bonds, if any, which will constitute the Bonds to
be Refunded, and certain other actions in connection with the issuance of the Series 2022 Bonds
and the refunding, defeasance of redemption of the Bonds to be Refunded, all as provided and
subject to the limitations contained herein; and
WHEREAS, the City has determined that due to the character of the Series 2022 Bonds,
volatile market conditions,the economic conditions due to inflation and the recommendations of
the Financial Advisor, it is in the best interest of the City to authorize the negotiated sale of the
Series 2022 Bonds; and
WHEREAS, in connection with the issuance of 'the Series 2022A Bonds, the
requirements of Ordinance No. 2007-3582, adopted by the Commission on November 21, 2007,
including the holding of two public hearings, have been complied with prior to the adoption of
this Series Resolution;
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH,FLORIDA:
SECTION 1. The above recitals are incorporated herein as findings.
SECTION 2. A Series of Additional Bonds of the City in an aggregate principal amount
not to exceed$22,000,000 is authorized to be issued pursuant to, and subject to the conditions of,
Section 209 of the Original Resolution and the authority granted to the City by the Act, for the
purpose of paying, together with any other available moneys, the Cost of the Series 2022 Project
and funding as necessary the Reserve Account. The Series 2022A Bonds shall be designated
"City of Miami Beach, Florida Parking Revenue Bonds, Series 2022A," shall be issued as
Current Interest Bonds, shall be issued in fully registered form as provided in Section 202 of the
Original Resolution, shall be in the denominations of$5,000 or any whole multiple thereof and
shall be numbered R-1 upwards.
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A Series of Refunding Bonds of the City in an aggregate principal amount not to exceed
$70,000,000 is authorized to be issued pursuant to, and subject to the conditions of, Section 210
of the Original Resolution and the authority granted to the City by the Act,-for the purpose of
providing moneys, together with any other available moneys, to pay the Series 2022B Funding
Requirements. The Series 2022B Bonds shall be designated "City of Miami Beach, Florida
Parking Revenue Refunding Bonds, Taxable Series 2022B," shall be issued as Current Interest
Bonds and Taxable Bonds, shall be issued in fully registered form as provided in Section 202 of
the Original Resolution, shall be in the denominations of$5,000 or any whole multiple thereof
and shall be numbered R-1 upwards
Each Series of the Series 2022 Bonds shall be issued in such aggregate principal amount,
shall be dated and issued at such time or times, shall be in the form of Serial Bonds and/or Term
Bonds, shall have such Interest Payment Dates, shall bear interest at such fixed rates, but not to
exceed the maximum rate permitted by law, shall be stated to mature on such dates,but not later
than September 30, 2052, as to any Term Bonds, shall have Amortization Requirements payable
in such amounts and on such dates, and shall be subject to redemption prior to maturity, all as
shall be determined by the City Manager, after consultation with the Chief Financial Officer and
the Financial Advisor, and specified in a certificate of the Mayor executed on or prior to the date
of initial issuance of the Series 2022 Bonds (the "Series 2022 Mayor's Certificate"). Term
Bonds, if any, will be subject to mandatory redemption at par, without premium, each year in
amounts equal to the respective Amortization Requirements therefor. Principal of and interest
and redemption premium, if any, on the Series 2022 Bonds shall be payable in accordance with
the provisions of the Bond Resolution. The execution of the Series 2022 Mayor's Certificate
shall be conclusive evidence of the City's approval of the details of the Series 2022 Bonds.
If the City Manager determines, in reliance upon the recommendations of the Chief
Financial Officer and the Financial Advisor, that there is an economic benefit to the City to
secure and pay for a Credit Facility and/or a Reserve Account Insurance Policy with respect to
all or a portion of the Series 2022 Bonds, the City Manager is authorized to secure a Credit
Facility and/or a Reserve Account Insurance.Policy with respect to all or a portion of the Series
• 2022 Bonds. The City Manager is authorized to provide for the payment of any premiums for
such Credit Facility and/or Reserve Account Insurance Policy from the proceeds of the Series
2022 Bonds. The Mayor is authorized, after consultation with the City Attorney, to enter into,
execute and deliver such agreements as may be necessary to secure such Credit Facility and/or
Reserve Account Insurance Policy, the execution and delivery by the Mayor of any such
agreements for and on behalf of the City to be conclusive evidence of the City's approval of
securing such Credit Facility and/or Reserve Account Insurance Policy and of such agreements.
Any agreements with any providers of Credit Facility and/or Reserve Account Insurance Policy
shall supplement and be in addition to the provisions of the Bond Resolution.
Notwithstanding anything to the contrary contained in this Series Resolution, the
authorization pursuant to this Series Resolution of the issuance of the Series 2022A Bonds is
independent of the authorization pursuant to this Series Resolution of the issuance of the Series
2022B Bonds, and each such Series of the Series 2022 Bonds may be issued (A) without the
issuance of the other Series, or(B) at separate times. In any such event, the documents approved
pursuant to this Series Resolution may be modified as necessary or separate versions of such
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documents may be prepared and used with respect to each of the Series 2022A Bonds and/or the
Series 2022B Bonds to the extent applicable to such Series of the Series 2022 Bonds.
Furthermore, notwithstanding anything to the contrary contained in this Series
Resolution, if the City Manager determines, in reliance upon the recommendations of the Chief
Financial Officer and the Financial Advisor, that there is an economic benefit to the City to issue
the Series 2022 Bonds as one Series of Taxable Bonds rather than as separate Series of Bonds,
the Series 2022 Bonds are authorized to be issued as one Series of Taxable Bonds. In such event,
the Series 2022 Bonds shall be designated as specified in the Series 2022 Mayor's Certificate
and the documents approved and the funds, accounts and subaccounts created pursuant to this
Series Resolution shall be modified as necessary to reflect the issuance of the Series 2022 Bonds
as one Series of Taxable Bonds.
SECTION 3. In accordance with the provisions of the Bond Resolution, the Series 2022
Bonds shall be limited obligations of the City payable solely from the Net Revenues and, to the
extent provided in the Bond Resolution, from certain Funds and Accounts which are pledged to
the payment thereof in the manner provided in the Bond Resolution, and nothing shall be
construed as obligating the City to pay the principal, interest and premium, if any, thereon except
from the Net Revenues and, to the extent provided in the Bond Resolution, said Funds and
Accounts or as pledging the full faith and credit of the City or any form of taxation whatever to
such payments; provided, however, that to the extent so determined by the City Manager, in
reliance upon the recommendations of the Chief Financial Officer and the Financial Advisor, the
Series 2022 Bonds shall not be secured by, nor payable from moneys, Reserve Account
Insurance Policies or Reserve Account Letters of Credit on deposit in, the Reserve Account
created under the Bond Resolution.
SECTION 4. It is hereby found and determined that due to the character of the Series
2022 .Bonds, volatile market conditions, the economic conditions due to inflation and the
recommendations of the Financial Advisor, the negotiated sale of the Series'2022 Bonds is in the
best interest of the City. The negotiated sale of the Series 2022 Bonds to Wells Fargo Securities,
LLC (the"Senior Managing Underwriter") on behalf of itself and Siebert Williams Shank & Co.
LLC (collectively with the Senior Managing Underwriter, the "Underwriters") is hereby
authorized at a purchase price (not including original issue premium or original issue discount)
with respect to each Series of Series 2022 Bonds of not less than 99% of the aggregate principal
amount of such Series of the Series 2022 Bonds (with respect to each Series of the Series 2022
Bonds, the"Minimum Purchase Price") and at a true interest cost rate ("TIC") (i) with respect to
the Series 2022A Bonds, not to exceed 4.50% (the"Series 2022A Maximum TIC"), and (ii) with
respect to the Series 2022B Bonds, not to exceed 4.25% (the "Series 2022B Maximum TIC").
The City Manager, after consultation with the Chief Financial Officer and the Financial Advisor,
is hereby authorized to award the Series 2022 Bonds to the Underwriters at a purchase price with
respect to each Series of the Series 2022 Bonds of not less than the Minimum Purchase Price and
at a TIC (i)with respect to the Series 2022A Bonds,not in excess of the Series 2022A Maximum
TIC, and (ii) with respect to the Series 2022B Bonds, not in excess of the Series 2022B
Maximum TIC. The execution and delivery of the Series 2022 Bond Purchase Agreement
(hereinafter defined) for and on behalf of the City by the Mayor shall be conclusive evidence of
the City's acceptance of the Underwriters' proposal to purchase the Series 2022 Bonds.
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SECTION 5. Upon compliance with the requirements of Section 218.385, Florida
Statutes, by the Underwriters, the Commission hereby authorizes the Mayor to execute and
deliver a Bond Purchase Agreement for the Series 2022 Bonds (the"Series 2022 Bond Purchase
Agreement") for and on behalf of the City, in substantially the form presented at the meeting at
which this Series Resolution was considered, subject to such changes, modifications, insertions
and omissions and such filling-in of blanks therein as may be determined and approved by the
City Manager, after consultation with the Chief Financial Officer and the City Attorney. The
execution of the Series 2022 Bond Purchase Agreement for and on behalf of the City by the
Mayor shall be conclusive evidence of the City's approval of the Series 2022 Bond Purchase
Agreement.
SECTION 6. The Bond Registrar is hereby authorized and directed to authenticate the
Series 2022 Bonds and to deliver the Series 2022 Bonds to or upon the order of the Underwriters
upon payment of the purchase price, as shall be set forth in the Series 2022 Bond Purchase
Agreement, and satisfaction of the conditions contained in Sections 209 and 210 of the Original
Resolution.
SECTION 7. The proposed Preliminary Official Statement (the "Series 2022
Preliminary Official Statement") and Official Statement (the "Series 2022 Official Statement")
in connection with the issuance of the Series 2022 Bonds are hereby approved in substantially
the form of the Series 2022 Preliminary Official Statement presented at the meeting at which this
Series Resolution was considered, subject to such changes, modifications, insertions and
omissions and such filling-in of blanks therein as may be determined and approved by the City
Manager, after consultation with the Chief Financial Officer and the City Attorney. The
execution of the Series 2022 Official Statement, for and on behalf of the City by the Mayor and
the City Manager shall be conclusive evidence of the City's approval of the Series 2022
Preliminary Official Statement and the Series 2022 Official Statement. The distribution of said
Series 2022 Preliminary Official Statement in connection with the marketing of the Series 2022
Bonds and the execution and delivery of the Series 2022 Official Statement by the Mayor and the
City Manager are hereby authorized. The Mayor or his designee, after consultation with the
Chief Financial Officer and the City Attorney, is hereby authorized to make any necessary
certifications to the Underwriters regarding a near final or deemed final preliminary official
statement, if and to the extent required by Rule 15c2-12 of the United States Securities and
Exchange Commission(the"Rule").
SECTION 8. The proceeds of the Series 2022 Bonds and, to the extent determined by
the Chief Financial Officer, moneys on deposit in the Debt Service Account on account of the
Bonds to be Refunded and in the Reserve Account, shall be applied in accordance with the
provisions of Section 209 of the Original Resolution with respect to the Series 2022A Bonds and
Section 210 of the Original Resolution with respect to the Series 2022B Bonds and in each case
the provisions of this Series Resolution, all as specified in a certificate of the Chief Financial
Officer delivered concurrently with the issuance of the Series 2022 Bonds, including, to the
extent provided in such certificate, for the payment of interest accruing on the Series 2022 Bonds
prior to, during and after construction of the Series 2022 Project.
In accordance with the provisions of the Bond Resolution, there is hereby created within
the Construction Fund a "Series 2022A Construction Account" and within said Series 2022
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Construction Account, a "Series 2022A Construction Subaccount" for the deposit of proceeds of
the Series 2022A Bonds to be applied to the payment of the Cost of the Series 2022 Project,
other than the portion thereof representing expenses incurred in the issuance of the Series 2022A
Bonds, and a "Series 2022A Cost of Issuance Subaccount" for the deposit of proceeds of the
Series 2022A Bonds to be applied to the payment of expenses incurred in the issuance of the
Series 2022A Bonds.
In accordance with the provisions of the Bond Resolution, there is to be created pursuant
to the Escrow Deposit Agreement (hereinafter defined) a"City of Miami Beach, Florida Parking
Revenue Bonds, Series 2015 Escrow Deposit Trust Fund" (the"Escrow Deposit Trust Fund"), to
be held by the Escrow Agent (hereinafter defined), for the deposit of proceeds of the Series
2022B Bonds and other available moneys to be applied as shall be provided in the Escrow
Deposit Agreement. There is hereby created a"Series 2022B Cost of Issuance Account" for the
deposit of proceeds of the Series 2022B Bonds to be applied to the payment of expenses.incurred
in the issuance of the Series 2022B Bonds and the refunding, defeasance and redemption of the
Bonds to be Refunded.
The proceeds of the Series 2022 Bonds shall be invested in accordance with the
provisions,of Section 602 of the Original Resolution in Investment Obligations as determined by
the Chief Financial Officer; provided, however, that the portion of the proceeds of the Series
2022B Bonds and other available moneys deposited in the Escrow Deposit Trust Fund shall be
invested as provided in Section 11 of this Series Resolution and in the Escrow Deposit
Agreement.
SECTION 9. In connection with the issuance of the Series 2022A Bonds and for the
purpose of complying with the covenants contained in Section 605 of the Original Resolution,
there is hereby created a special fund designated "Series 2022A Arbitrage Rebate Fund," which
shall be held by the City and constitute an Arbitrage Rebate Fund under the Bond Resolution.
SECTION 10. The Series 2022 Bonds shall be executed in the form and manner
provided in the Bond Resolution. The Series 2022 Bonds are hereby authorized to be issued
initially in book-entry form and registered in the name of The Depository Trust Company, New
York, New York ("DTC"), or its nominee which will act as securities depository for the Series
2022 Bonds. The Chief Financial Officer is hereby authorized and directed to execute any
necessary letters of representations with DTC and, notwithstanding the provisions of the Bond
Resolution, to do all other things, comply with all requirements and execute all other such
documents as are incidental to such book-entry system. In the event a book-entry system for the
Series 2022 Bonds ceases to be in effect, the Series 2022 Bonds shall be issued in fully
certificated form.
SECTION 11. The refunding, defeasance and redemption of the Bonds to be Refunded is
hereby authorized and approved. The City Manager, after consultation with the Chief Financial
Officer and the Financial Advisor, is hereby authorized to determine the Outstanding Series 2015
Bonds, if any, which will constitute the Bonds to be Refunded and the date of redemption of all
or a portion of the Bonds to be Refunded.
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010-9331-7898/2/AMERICAS Page 798 of 1451
The Mayor and the City Clerk are hereby authorized to execute and deliver an Escrow
Deposit Agreement to provide for the defeasance and redemption of the Outstanding Series 2015
Bonds that constitute Bonds to be Refunded (the "Escrow Deposit Agreement") with U.S. Bank
Trust Company, National Association, who is hereby appointed escrow agent with respect to the
Bonds to be Refunded (the"Escrow Agent"), in substantially the form presented at the meeting
at which this Series Resolution was considered, subject to such changes, modifications,
insertions and omissions.and such filling-in of blanks therein as may be determined and
approved by the City Manager, after consultation with the Chief Financial Officer and the City
Attorney. The purchase of Government Obligations from the proceeds of the Series 2022B
Bonds and other available moneys in order to provide for the defeasance and redemption of the
Bonds to be Refunded is hereby authorized and approved. The execution and delivery of the
Escrow Deposit Agreement by the Mayor and City Clerk shall be conclusive evidence of the
City's approval of the Outstanding Series 2015 Bonds which will constitute Bonds to be
Refunded, the date of redemption, as applicable, of the Bonds to be Refunded, the Escrow
Deposit Agreements and the purchase of the Government Obligations.
SECTION 12. For the benefit of the Holders and beneficial owners from time to time of
the Series 2022 Bonds, the City agrees, in accordance with and as the only obligated person with
respect to the Series 2022 Bonds under the Rule, to provide or cause to be provided certain
financial information and operating data, financial statements and notices, in such manner as
may be required for purposes of paragraph (b)(5) of the Rule. In order to describe and specify
the terms of the City's continuing disclosure agreement, the Chief Financial Officer is hereby
authorized and directed to enter into and deliver, in the name and on behalf of the City, a
Disclosure Dissemination Agent Agreement (the "Series 2022 Continuing Disclosure
Agreement"), with Digital Assurance Certification, L.L.C. ("DAC"), which is hereby appointed
as disclosure dissemination agent with respect to the Series 2022 Bonds, in substantially the form
presented at the meeting at which this Series Resolution was considered, subject to such changes,
modifications, insertions and omissions and' such filling-in of,blanks therein as may be
determined and approved by the Chief Financial Officer, after consultation with the City
Attorney. The execution of the Series 2022 Continuing.Disclosure Agreement, for and on behalf
of the City by the Chief Financial Officer, shall'be deemed conclusive evidence of the City's
approval of the Series 2022 Continuing Disclosure Agreement. Notwithstanding any other
provisions of the Bond Resolution, including this Series.Resolution, any failure by the City to
comply with any provisions of the Series 2022 Continuing Disclosure Agreement shall not
constitute an Event of Default under the Bond Resolution and the remedies therefor shall be
solely as provided in the Series 2022 Continuing Disclosure Agreement.
The Chief Financial Officer is further authorized to establish procedures in order to
ensure compliance by the City with the Series 2022 Continuing Disclosure Agreement, including
the timely provision of information and notices. Prior to making any filing in accordance with
such agreement, the Chief Financial Officer may consult with, as appropriate, the City Attorney
or Bond Counsel. The Chief Financial Officer, acting in the name and on behalf of the City,
shall be entitled to rely upon any legal advice provided by the City Attorney or Bond Counsel in
determining whether a filing should be made.
SECTION 13. U.S. Bank Trust Company, National Association is hereby appointed as
Bond Registrar for the Series 2022 Bonds.
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010-9331-7898/2/AMERICAS Page 799 of 1451
SECTION 14. The officers, agents and employees of the City, the Bond Registrar, the
Escrow Agent and DAC are hereby authorized and directed to do all acts and things and execute
and deliver all documents, agreements and certificates required of them by the provisions of the
Series 2022 Bonds, the Bond Resolution, the Series 2022 Bond Purchase Agreement, the Escrow
Deposit Agreement, the Series 2022 Continuing Disclosure Agreement and this Series
Resolution, for the full, punctual and complete performance of all the terms, covenants,
provisions and agreements of the Series 2022 Bonds, the Bond Resolution, the Series 2022 Bond
Purchase Agreement, the Escrow Deposit Agreement, the Series 2022 Continuing Disclosure
Agreement and this Series Resolution.
SECTION 15. This Series Resolution shall become effective immediately upon its
adoption.
PASSED AND ADOPTED this 4 day of MG ,y 2022.
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APROVED AS TO
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Resolutions-R7 A
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Alina T. Hudak, City Manager
DATE: May 4, 2022
1:35 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 (I) NOT
TO EXCEED $22,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY
OF MIAMI BEACH, FLORIDA PARKING REVENUE BONDS, SERIES
2022A, FOR THE PRINCIPAL PURPOSE OF PAYING THE COST OF
CERTAIN IMPROVEMENTS TO THE PARKING SYSTEM, AND (II) NOT TO
EXCEED $70,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF
MIAMI BEACH, FLORIDA PARKING REVENUE REFUNDING BONDS,
TAXABLE SERIES 2022B, FOR THE PRINCIPAL PURPOSE OF
REFUNDING ALL OR A PORTION OF THE CITY'S OUTSTANDING
PARKING REVENUE BONDS, SERIES 2015, PURSUANT TO SECTIONS
209 AND 210, RESPECTIVELY, OF RESOLUTION NO. 2010-27491
ADOPTED BY THE CITY ON SEPTEMBER 20, 2010; PROVIDING THAT
SAID SERIES 2022 BONDS AND INTEREST THEREON SHALL BE.
PAYABLE SOLELY AS PROVIDED IN SAID RESOLUTION NO. 2010-27491
AND THIS RESOLUTION; PROVIDING CERTAIN DETAILS OF THE
SERIES 2022 BONDS; DELEGATING OTHER DETAILS AND MATTERS IN
CONNECTION WITH THE ISSUANCE OF THE SERIES 2022 BONDS AND
THE REFUNDING OF THE BONDS TO BE REFUNDED, INCLUDING
WHETHER THE SERIES 2022 BONDS SHALL NOT BE SECURED BY THE
RESERVE ACCOUNT AND WHETHER TO SECURE A CREDIT FACILITY
AND/OR A RESERVE ACCOUNT INSURANCE POLICY, TO THE CITY
MANAGER, WITHIN THE LIMITATIONS AND RESTRICTIONS STATED
HEREIN; APPOINTING UNDERWRITERS, A BOND REGISTRAR, AN
ESCROW AGENT AND A DISCLOSURE DISSEMINATION AGENT;
AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2022 BONDS
AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION
OF A BOND PURCHASE AGREEMENT; AUTHORIZING AND DIRECTING
THE BOND REGISTRAR TO AUTHENTICATE AND DELIVER THE SERIES
2022 BONDS; APPROVING THE FORM OF AND DISTRIBUTION OF A
PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT
AND AUTHORIZING THE EXECUTION OF THE OFFICIAL STATEMENT;
PROVIDING FOR THE APPLICATION OF THE PROCEEDS OF THE
SERIES 2022 BONDS AND CREATING CERTAIN FUNDS,ACCOUNTS AND
SUBACCOUNTS; AUTHORIZING THE REFUNDING, DEFEASANCE AND
Page 754 of 1451
REDEMPTION OF THE BONDS TO BE REFUNDED AND APPROVING THE
FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN
ESCROW DEPOSIT AGREEMENT; AUTHORIZING A BOOK-ENTRY
REGISTRATION SYSTEM WITH RESPECT TO THE SERIES 2022 BONDS;
COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN
CONNECTION WITH THE SERIES 2022 BONDS AND APPROVING THE
FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A
CONTINUING DISCLOSURE AGREEMENT; AUTHORIZING OFFICERS
. AND EMPLOYEES OF THE CITY TO TAKE ALL NECESSARY RELATED
ACTIONS;AND PROVIDING FOR AN EFFECTIVE DATE.
SUPPORTING SURVEY DATA
NA
FINANCAL INFORMATION
NA
Applicable Area
Not Applicable
Is this a "Residents Right Does this item utilize G.O.
to Know" item. pursuant to Bond Funds?
City Code Section 2-14?
No No
Legislative Tracking
Finance
Sponsor
Commissioner David Richardson
ATTACHMENTS:
Description
o Commission Memo.
a Disclosure Dissemination Agent Agreement
a Escrow Deposit Agreement
o Resolution
a Exhibits and Schedules to BPA
a Bond Purchase Agreement(BPA)
a Preliminary offering statements 4-25-22
o Ad
Page 755 of 1451
MIAMI BBEACH
City of Miami Beach, 1700 Convention Center Drive,Miami Beach,Florida 33139,www,miamibeachfigov
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Alina T. Hudak, City Manager
DATE: May 4, 2022
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA AUTHORIZING THE ISSUANCE OF (i) NOT TO
EXCEED $22,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF
MIAMI BEACH, FLORIDA PARKING REVENUE BONDS, SERIES 2022A, FOR
THE PRINCIPAL PURPOSE OF PAYING THE COST OF CERTAIN
IMPROVEMENTS TO THE PARKING SYSTEM, AND (ii) NOT TO EXCEED
$70,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI
BEACH, FLORIDA PARKING REVENUE REFUNDING BONDS, TAXABLE
SERIES 2022B, FOR THE PRINCIPAL PURPOSE OF REFUNDING ALL OR A
PORTION OF THE CITY'S OUTSTANDING PARKING REVENUE BONDS,
SERIES 2015, PURSUANT TO SECTIONS 209 AND 210, RESPECTIVELY, OF
RESOLUTION NO. 2010-27491 ADOPTED BY THE CITY ON SEPTEMBER 20,
2010; PROVIDING THAT SAID SERIES 2022 BONDS AND INTEREST
THEREON SHALL BE PAYABLE SOLELY AS PROVIDED IN SAID
RESOLUTION NO. 2010-27491 AND THIS RESOLUTION; PROVIDING
CERTAIN DETAILS OF THE SERIES 2022 BONDS; DELEGATING OTHER
DETAILS AND MATTERS IN CONNECTION WITH THE ISSUANCE OF THE
SERIES 2022 BONDS AND THE REFUNDING OF THE" BONDS TO BE
REFUNDED, INCLUDING WHETHER THE SERIES 2022 BONDS SHALL NOT
BE SECURED BY THE RESERVE ACCOUNT AND WHETHER TO SECURE A
CREDIT FACILITY AND/OR A RESERVE ACCOUNT INSURANCE POLICY,TO
THE CITY MANAGER, WITHIN THE LIMITATIONS AND RESTRICTIONS
STATED HEREIN;APPOINTING UNDERWRITERS, A BOND REGISTRAR, AN
ESCROW AGENT AND A DISCLOSURE DISSEMINATION AGENT;
AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2022 BONDS AND
APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF A
BOND PURCHASE AGREEMENT; AUTHORIZING AND DIRECTING THE
BOND REGISTRAR TO AUTHENTICATE AND DELIVER THE SERIES 2022
BONDS; APPROVING THE FORM OF AND DISTRIBUTION OF A
PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT AND
AUTHORIZING THE EXECUTION OF THE OFFICIAL STATEMENT;
PROVIDING FOR THE APPLICATION OF THE PROCEEDS OF THE SERIES
2022 BONDS AND CREATING CERTAIN FUNDS, ACCOUNTS AND
SUBACCOUNTS; AUTHORIZING THE REFUNDING, DEFEASANCE AND
REDEMPTION OF THE BONDS TO BE REFUNDED AND APPROVING THE
FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN
ESCROW DEPOSIT AGREEMENT; AUTHORIZING A BOOK-ENTRY
REGISTRATION SYSTEM WITH RESPECT TO THE SERIES 2022 BONDS;
COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION
WITH THE SERIES 2022 BONDS AND APPROVING THE FORM OF AND
AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING
Page 756 of 1451
Commission Memorandum
May 4, 2022
Page 2
DISCLOSURE AGREEMENT; AUTHORIZING OFFICERS AND EMPLOYEES
OF THE CITY TO TAKE ALL NECESSARY RELATED ACTIONS; AND
PROVIDING FOR AN EFFECTIVE DATE.
Background
On November 6, 2018, Miami Beach voters approved a ballot measure which authorized the issuance
of general obligation bonds (G.O. Bonds)for parks and recreational facility projects, including funding
for the design, permitting, and construction of the 72nd Street Community Complex (the"Project"). In
addition to the G.O. Bond funding allocation for the parks and recreational elements (which includes
50-meter competition pool with support amenities, 25-meter multi-purpose pool, 7,500 SF library,
5,000 SF commercial/retail, 7,500 SF fitness center, 5,000 SF community center, 60,000 SF of active
green space, and a jogging path), the Project includes a 500 space parking garage(the "72nd Street
Community Complex Parking Garage component")which adds over$30 million to the overall cost of
the Project, requiring the City to identify parking funds and other funding sources to supplement the
overall Project budget.
At the City Commission meeting on January 20, 2022, the Commission adopted a resolution which
included the approval of the funding plan totaling $101,742,327 for the Project, as provided in Exhibit
"A". This funding plan includes approximately$19.5 million in proceeds for the 72nd Street Community
Complex Parking Garage component from the issuance of Parking Revenue Bonds in 2022, and a
refunding of Series 2015 Parking Bonds may be included with the new money issue as described
below (together, the "Series 2022 Parking Bonds"). The bonds for the 72nd Street Community
Complex Parking Garage component are anticipated to be issued as tax-exempt based on the City's
plans for the parking garage and the opinion of Bond Counsel.
On March 9, 2022, the City Commission referred the potential issuance of the Series 2022 Bonds to
the Finance and Economic Resiliency Committee (the "FERC") and approved the potential
underwriters for the Series 2022 Bonds. On March 20, 2022, theFERC reviewed the issuance of the
Series 2022 Parking Bonds as required by the following provisions of the Miami.Beach City Code and
recommended that the City Commission move forward with the issuance of the Series 2022 Parking
Bonds, including refunding any portion of the Series 2015 Bonds if economical. At the City
Commission meeting on April 20, 2022, the Commission approved on 1st reading the issuance of the
Series 2022 Parking Bonds, including refunding all or any portion of the Series 2015 Bonds.
In November 2007, the Mayor and City Commission approved Ordinance 2007-3582 which amended
the procedures that the City followed in connection with the approval of a bond issue to fund new
projects and added the following Section to Chapter 2 of the Miami Beach City Code, entitled
"Administration";Article V entitled"Finance"; Sec.2-278, entitled"Procedures governing the issuance
of bonds".
Sec. 2-278. Procedures governing the issuance of bonds.
(a) Prior to the adoption by the city commission of the final resolution approving the issuance of ('
any bonds by the city, the following requirements shall be complied with:
(1) In order for the city commission and the public to be fully informed on all matters relating
to the proposed issuance of bonds, the city manager shall prepare, or cause to be
prepared, a fiscal analysis of the economic impact of the proposed bond issuance using
the following criteria:
a) The estimated cost of the project or projects on account of which such bonds are to be
issued;
Page 757 of 1451
Commission Memorandum
May 4, 2022
Page 3
b) The estimated annual revenues, if any, to be generated by such project or projects;
and
c) The estimated annual cost of maintaining, repairing and operating such project or
projects.
(2) Upon completion of the fiscal analysis in subsection(a)(1), the proposed issuance of bonds
shall be first considered and reviewed by the city's finance and citywide projects committee.
(3) The city commission shall hold two public hearings, each advertised not less than 15 days
prior to the hearing, in order to obtain citizen input into the proposed bond issuance.
At September 30, 2021, the City had $90.8 million in outstanding Parking debt which was issued in
2015,and includes a portion of the City's Series 2020 Promissory Note which refunded the outstanding
Series 2010 Parking Bonds. The Series 2020 Promissory Note is secured by a covenant to budget
and appropriate from legally available non-ad valorem revenues, but a portion is paid by Parking. Due
to the COVID-19 pandemic in 2020, refunding the Series 2010 Bonds with a general governmental
security enabled the Parking System to achieve significant refunding savings despite the decline in
revenues.
In addition to funding of a portion of the 72nd Street Community Complex Parking Garage component,
the City may have the opportunity to refinance a portion of its Series 2015 Parking Bonds which
financed the parking garage for the Convention Center. The Parking Series 2015 Bonds have a call
date of September 1, 2025. If market conditions allow, the City can combine a taxable advance
refunding of a portion of the Series 2015 Parking Bonds with the new money borrowing for the 72nd
Street Complex Parking Garage. Based on current market conditions, a refunding of the bonds is
currently not economical. The Administration will continue to monitor the potential savings as the
market remains volatile due to inflationary pressures and concern over the Russia-Ukraine war.
Following is a summary of City's outstanding Parking debt(including 2020 Promissory Note secured
by CBA and paid by Parking)with potential refunding candidates highlighted.
a • a
•
Page 758 of 1451
Commission Memorandum
May 4, 2022 •
Page 4
Outstanding Parking Revenue Covenant to Budget and Appr.
Debt Debt Paid by Parking
Portion of Series 2020
Promissory Note(JP Morgan Total Parking
Series 2015 Chase) Principal
Original Par $58,825,000 $39,587,000
- Dated 12/1./2015 08/04/2020
Due September 1 September 1
Earliest Call 9/1/25 @ 100 10 year bullet in 2030
Insurer/Rating None None
Underlying Ratings A2/A+/NR None
Purpose Parking Facility Improvements Refund 2010 Parking Bonds
Principal Coupon Parking Principal Coupon Principal
2022 200,000 4.00 2,284,793 1.85 2,484,793
2023 1,110,000 5.00 1,425,461 1.85 2,535,461
2024 1,165,000 5.00 1,452,232 1.85 2,617,232
2025 1,220,000 5.00 1,481,599 1.85 2,701,599
2026 1,280,000 5.00 1,509,364 1.85 2,789,364
2027 1,345,000 5.00 1,536,644 1.85 2,881,644
2028 1,415,000 5.00 1,562,116 1.85 2,977,116
2029 1,485,000 5.00 1,590,746 1.85 3,075,746
2030 1,560,000 5.00 1,622,362 1 85 3,182,362
2031 1,635,000 5.00 1,651,788 3,286,788
2032 1,715,000 5.00 1,683,847 3,398,847
2033 1,805,000 5.00 1,712,998 3,517,998
2034 1,895,000 5.00 1,744,188 3,639,188
2035 1,990,000 5.00 1,777,206 3,767,206
2036 2,090,000 • 5.00 1,811,834 3,901,834
2037 2,195,000 " 5.00 1,842,853 4,037,853
2038 2,300,000 • 5.00 1,880,196 4,180,196
2039 2,415,000 • 5.00 1,913,479 4,328,479
2040 2,540,000 T 5.00 1,947,629 4,487,629
2041 4,900,000 * 5.00 4,900,000
2042 5,140,000 * 5.00 5,140,000
2043 `5,400,000 4-". . 5.00 ° . 5,400,000
2044 5,670,000 " 5.00 5,670;000
2045 5,955,000 T 5.00 5,955,000
Outstanding $ 58,425,000 $ 32,431,335 $ 90,856,335
Callable S 54,730,000
"=Sinking fund payment Fixed rate through 2030,bullet.
Note will need to be extended or
T=Final maturity of term bond =Non-Callable refinanced in 2030.
Analysis
In accordance with the provisions of Section 2-278 Procedures governing the issuance of new money
bonds, the Administration prepared the required fiscal analysis for the proposed borrowing for the
72nd Street Complex Parking Garage.
Sec. 2-278 (a) 1 (a) -estimated cost of the projects:
The 72nd Street Community Complex Parking Garage component is approximately$30 million of the
total Project cost of$101,742,327. The Series 2022 Parking Bonds will provide approximately $19.5
million in proceeds for the 72nd Street Complex Parking Garage.
Sec. 2-278 (a) 1 (b) -estimated revenues to be generated by the projects:
It is anticipated that the 72nd Street Community Complex Parking Garage component will charge user
fees for parking commiserate with the City's Parking System rates.
Page 759 of 1451 •
Commission Memorandum
May 4, 2022
Page 5
Sec.2-278(a) 1 (c)-estimated annual cost of maintaining, repairing and operating the projects:
Operating and maintenance costs for the 72nd Street Community Complex Parking Garage
component will be included in the Parking System's budget similar to such costs for the System's other
parking garages, which are paid for by user fees.
In accordance with Sec. 2-278 (a)(3), two public hearings will be held for the proposed Series 2022
Parking Bonds. The first public hearing is on April 20, 2022 and the second is anticipated to be on
May 4,2022, and each date will be advertised at least fifteen(15)days prior to the public hearing date.
The Parking System must issue debt to provide proceeds in the amount of approximately$19.5 million,
plus issuance costs, in the coming months to cover a portion of the costs of the 72nd Street Complex
Parking Garage. A refunding of a portion of the Series 2015 Parking Bonds may be combined with
this issue if market conditions make such a refunding economical, or such refunding may occur at a
• later date if feasible.
The Resolution for the issuance of the Series 2022 Bonds delegate to the City Manager, relying upon
the recommendation of the Chief Financial Officer and the City's Financial Advisor,the determination
of various terms of the Series 2022 Bonds, including the payment of all related costs and expenses in
connection with the issuance of the Series 2022 Bonds and all other actions necessary or desirable
in connection with the issuance of the Series 2022 Bonds.
Conclusion
The Administration requests that the Commission on 2nd reading, adopt the Resolution authorizing the
issuance of the Series 2022 Parking Bonds, including refunding all or any portion of the Series 2015
Bonds.The City will continue to monitor the cost-effectiveness of any unrefunded callable Series 2015
Bonds as market conditions change and move forward with the refinancing if and when it is
economically feasible.
AH/JW/aw
•
Page 760 of 1451
Commission Memorandum
May 4, 2022
Page 6
Exhibit A
Analysis of 72nd Community Complex Costs and Potential Funding Sources
Section 1: CONSTRUCTION CONTRACT
Construction Contract 84,900,000
Section 2: ADDITIONAL CONSTRUCTION COSTS
FP&L Relocation Costs 1,333,945
Permitting Costs 948,573
TOTAL CONSTRUCTION COSTS I 87,182,5181
Section 3:NON-CONSTRUCTION BUDGET
Professional Fees 843,250
Feasibilty Study 484,268
Survey and Testing 232,832
TOTAL NON-CONSTRUCTION I 1,560,3501
Section 4:PROJECT CONTINGENCY 5% I 4,427,0471
Section 5:OTHER/CITY ALLOCATIONS
Art in Public Places(AIPP) 1,605,040
Capital Improvement Projects 6,160,372
GO Bond Management 807,000
TOTAL OTHER/CITY ALLOCATIONS I 8,572,4121
Section 6:PROJECT GRAND TOTAL I 101,742,327
Section 7:IDENTIFIED FUNDING
GO Bond 53,800,000
Parking Funding Previously Allocated 10,600,000
Ocean Terrace Settlement 1,000,000
New Parking Bond 19,400,000
Feasibility Study and Professional Fees Funded Previously 823,708
FUNDED or FUNDING IDENTIFIED I 85,623,7081
Section 8:FUNDING GAP I 16,118,6191
Section 9:POTENTIAL SOURCES OF FUNDING GAP
7th Street Garage Funds 3,800,000
Resort Tax-Reserve Over Q3 5,900,000
Old County Library Fund 961,000
Apply AIPP to Construction 1,400,000
General Fund-Reserve Over Q3 3,500,000
Final Contract Negotiations/Other 557,619
TOTAL POTENTIAL SOURCES OF FUNDING GAP I 16,118,619
Page 761 of 1451
DISCLOSURE DISSEMINATION AGENT AGREEMENT
This Disclosure Dissemination Agent Agreement (the"Disclosure Agreement"), dated as
of , 2022, 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"means the 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
010-9331-7730/2/AMERICAS Page 762 of 1451
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.
"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 in3which 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.
2
010-9331-7730/2/AMERICAS Page 763 of 1451
"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).
"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 ihirty (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 ended September 30,2022. 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 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
3
010-9331-7730/2/AMERICAS Page 764 of 1451
•
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:
(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:
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;"
4
010-9331-7730/2/AMERICAS Page 765 of 1451
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
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."
(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; a
(vi) upon receipt, promptly file the text of each Voluntary Report received
under Section 7 with the MSRB; and
(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
5
010-9331-7730/2/AMERICAS Page 766 of 1451
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 Parking System for the prior Fiscal Year:
Number of parking garages, number of parking spaces in total and by category (i.e. on-
street, off-street lots and garage), parking rates, Revenues, Current Expenses, Net Revenues,
Principal and Interest Requirements, debt service coverage ratio, incurrence of additional
Parking System debt, major expansion of the Parking System or conversion of any facilities of
the Parking System to Separate Parking Facilities.
(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
010-9331-7730/2/AMERICAS Page 767 of 1451
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 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;
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 and officials 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
7
010-9331-7730/7JAMERICAS Page 768 of 1451
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),
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 3n accordance with Section 2(e)(iv)hereof. O _ . i•
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.
8
010-9331-7730/2/AMERICAS Page 769 of 1451
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.
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 written notice to the Disclosure
Dissemination Agent, replace or appoint a successor Disclosure Dissemination Agent. The
Disclosure Dissemination Agent may resign at any time by providing thirty (30) days' prior
written notice to the Issuer. 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.
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,
the Holders' 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 Bond Resolution, and all rights and
remedies shall be limited to those expressly stated herein.
9
010-9331-7730/2/AMERICAS Page 770 of 1451
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.
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 nor 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 20 days written notice of
10
010-9331-7730/2/AMERICAS Page 771 of 1451
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 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. Sources of Payments; No Personal Liability. Notwithstanding anything
to the contrary contained in this Disclosure Agreement, the Issuer shall be required to use only
Revenues to pay any costs and expenses to be incurred in the performance of this Disclosure
Agreement by it, and the performance of its obligations hereunder shall be subject to the
availability of Revenues for that purpose; provided, that any such costs and expenses shall
constitute Current Expenses under the Bond Resolution. This Disclosure Agreement does not
and shall not constitute a general obligation of the Issuer. 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.
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.
11
010-9331-7730/2/AMERICAS Page 772 of 1451
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 pa Dote
12
010-9331-7730/2/AMERICAS Page 773 of 1451
EXHIBIT A
NAME AND CUSIP NUMBERS OF BONDS
Name of Issuer: City of Miami Beach, Florida
Obligated Person: City of Miami Beach, Florida
.Name of Bond Issue: Parking Revenue Bonds, Series 2022A; Parking Revenue
Refunding Bonds, Taxable Series 2022B
Date of Issuance: , 2022
Date of Official Statement: , 2022
CUSIP Numbers:
•
A-1
010-9331-7730/2/AMERICAS Page 774 of 1451
EXHIBIT B
NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT
Issuer: City of Miami Beach, Florida
Obligated Person: City of Miami Beach, Florida
Name of Bond Issue: Parking Revenue Bonds, Series 2022A; Parking Revenue Refunding
Bonds,Taxable Series 2022A
Date of Issuance: , 2022
NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with
respect to the above-named Bonds as required by the Disclosure Dissemination Agent
Agreement, dated as of , 2022, between the Issuer and Digital Assurance
Certification, L.L.C., as Disclosure Dissemination Agent. The Issuer has notified the Disclosure
Dissemination Agent that it anticipates that the Annual Report will be filed by
Dated:
Digital Assurance Certification, L.L.C., as
Disclosure Dissemination Agent, on behalf
of the Issuer
cc: City of Miami Beach,Florida
3- • c J
B-1
010-9331-7730/2/AMERICAS Page 775 of 1451
CITY OF MIAMI BEACH, FLORIDA
and
U.S. BANK TRUST COMPANY,NATIONAL ASSOCIATION,
as Escrow Agent
ESCROW DEPOSIT AGREEMENT
Relating to
PARKING REVENUE BONDS,
SERIES 2015
a - .
DATED AS OF ,2022
Page 776 of 1451
010-9331-8657/1/A M ER I CA S
ESCROW DEPOSIT AGREEMENT
THIS ESCROW DEPOSIT AGREEMENT (the "Agreement") made and entered into as
of , 2022, by and between the CITY OF MIAMI BEACH, FLORIDA (the "City")
and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Escrow Agent (the
"Escrow Agent").
WITNESSETH:
WHEREAS, the City has heretofore issued its $58,825,000 aggregate principal amount
City of Miami Beach, Florida Parking Revenue Bonds, Series 2015, dated December 15, 2015,
presently outstanding in the principal amount of $58,425,000 (the "Outstanding Series 2015
Bonds"), pursuant to the provisions of Resolution No. 2010-27491, adopted by the Mayor and
City Commission of the City (the "Commission") on September 20, 2010 (the "Bond
Resolution"), and Resolution No. 2015-29176 adopted by the Commission on October 14, 2015;
and
WHEREAS,the City desires to refund, defease and redeem a portion of the Outstanding
Series 2015 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 Parking Revenue Refunding Bonds, Taxable Series 2022B (the "Bonds"),
pursuant to the provisions of the Bond Resolution and Resolution No. 2022- adopted by
the Commission on , 2022, a portion of the proceeds of which Bonds is to be
deposited with the Escrow Agent to provide, with investment earnings thereon and certain other
available moneys, for the defeasance and redemption of the Refunded Bonds; and
WHEREAS, a portion of the proceeds derived from the sale of the Bonds, together with
the other available moneys, will be applied to the purchase o'f 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 when due, until and including their redemption date, the principal of and
interest on the Refunded Bonds 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;
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:
Page 777 of 1451
010-9331-8657/1/AMERICAS
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 (i) $ 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, and(ii) $ in moneys derived
from the [Bond Service Subaccountj created under the Bond Resolution (such moneys described
in(ii), the"Other Moneys").
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 when due, in accordance with the terms thereof
and of this Agreement, 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
Page 778 of 1451
010-9331-8657/1/AMERICAS
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 obligations described in clause (i) of the definition
of"Government Obligations" in the Bond Resolution.
"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 Parking Revenue Bonds, Series 2015 Escrow Deposit
Trust Fund" (the "Escrow Depos°it 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$ from the proceeds of the Bonds and $ in Other Moneys,
all of which, when invested in Government Obligations (other than $ from the Other
Moneys to be held uninvested), will provide moneys sufficient to pay the principal of and
interest on the Refunded Bonds when due, until 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 and Other Moneys
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 when due, until and including their redemption date, all principal of and
interest on the Refunded Bonds. Notwithstanding the foregoing, if the amounts deposited in the
Escrow Deposit Trust Fund are insufficient to make said payments of principal and interest, the
3
Page 779 of 1451
010-9331-8657/1/AMERICAS
City shall cause to be deposited 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 and the Other Moneys 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$ ..from the Other Moneys deposited in the Escrow Deposit Trust Fund
simultaneouslyywith the delivery of this Agreement. o c. _
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 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
Page 780 of 1451
010-9331-8657/1/AMERICAS
(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 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 Enterprise
Fund described in the Bond 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 Bond Registrar (as
defined in the Bond Resolution) with respect to the Refunded Bonds (the"Refunded Bonds Bond
Registrar"); no later than the payment dates 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 Bond Registrar, to call the Refunded Bonds for redemption on
September 1, 2025 at a redemption price of 100% of the principal amount thereof plus accrued
interest to the redemption date in accordance with the Bond Resolution. The City shall perform,
and shall cause the Refunded Bonds Bond Registrar to perform, as applicable, the
responsibilities, described in the Bond Resolution, in connection with the redemption of the
Refunded Bonds, including the giving of notice of redemption as required therein. The City
shall mail, or cause to be mailed, a copy of such notice of redemption to Build America Mutual
5
Page 781 of 1451
010-9331-8657/1/A M E R I CAS
Assurance Company ("BAM"). The Refunded Bonds Bond Registrar shall also file, on behalf of
the City, a copy of such notice of redemption with the Municipal Securities Rulemaking Board
(the "MSRB") within 10 days of the giving of notice of redemption as provided in the Bond
Resolution.
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, cause
the interest on the Refunded 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. Concurrently with the delivery of such opinion, there shall be delivered
to the City and to the Escrow Agent a verification by a firm of independent certified public
accountants to the effect set forth in Section 3.05(b)(2) with respect to the reinvestment of such
moneys in such Government Obligations. 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
Enterprise Fund.
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 Enterprise Fund; 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
6
Page 782 of 1451
010-9331-8657/1/AM ERICAS
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
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 es ablished 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 a
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, BAM and the City; provided, however, that the City and the Escrow Agent may,
without the consent of, or notice to, such holders, but with the consent of BAM, 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
7
Page 783 of 1451
010-9331-8657/1/AM ERICAS
(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.
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 S&P
Global Ratings and Moody's Investors Service, Inc. at their addresses set forth below:
S&P Global Ratings
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, 23rd 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:
8
Page 784 of 1451
010-9331-8657/1/AMERICAS
•
(a) As to the City-
City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Chief Financial Officer
(b) As to the Escrow Agent-
U.S. Bank Trust Company,National Association
225 Water Street
Suite 700
Jacksonville, Florida 32202
Attention: Corporate Trust Services
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 to BAM, a notice of
defeasance of the Iefunded'Bonds, substantially in the form attached hereto•as Schedule E. The
Escrow Agent shall also file, on behalf of the City, a copy of such notice of defeasance with the
MSRB within 10 days of the deposit of such moneys with the Escrow Agent and the investment
thereof.
[Remainder of Page Intentionally Left Blank]
9
Page 785 of 1451 •
010-9331.8657/1/AMER I CAS
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
APPROVED AS TO
ATTEST: FORM & LANGUAGE
& FOR EXECUTION
j City Attorney Date
City Clerk
U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION,
as Escrow Agent
By:
Vice President
• a--• • 0 a-
U.S. Bank Trust Company, National Association, as Refunded Bonds Bond Registrar,
hereby agrees to the provisions of this Agreement applicable to the Refunded Bonds Bond
Registrar.
U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION,
as Refunded Bonds Bond Registrar
By:
Vice President
10
Page 786 of 1451
010-9331-8657/1/A M ERICAS
SCHEDULE A
REFUNDED BONDS
Series 2015 Bonds
Maturity Date Principal Amount Interest Rate-
3 . . 1
A-1
Page 787 of 1451
010-9331-8657/1/AMERICAS
SCHEDULE B
INVESTMENT OF BOND PROCEEDS
AND OTHER MONEYS
Type of Security Maturity Date Principal Amount Interest Rate
$
3 o - •
B-1
Page 788 of 1451
010-9331-8657/1/A M ERICAS
SCHEDULE C
SCHEDULE OF PAYMENTS ON
REFUNDED BONDS
Date. Principal Interest Total
•
$ $ $
a <: a •
C-1
Page 789 of 1451
010-9331-8657/1/AMERICAS
SCHEDULE D
ESCROW AGENT FEES AND EXPENSES
(i) In consideration of the services to be rendered by the Escrow Agent under the
Agreement, the City upon execution hereof agrees to pay the Escrow Agent a one-time
fee of$ to be paid at closing for all services to be incurred as Escrow Agent in
connection with such services,plus agrees to pay as incurred reimbursement at cost for
ordinary out-of-pocket expenses. The term "ordinary out-of-pocket expenses" means
expenses of holding, investing and disbursing the Escrow Deposit Trust Fund as provided
herein and includes, but is not limited to publication costs, postage and legal fees as
incurred.
(ii) The City shall also reimburse the Escrow Agent for any extraordinary expenses incurred
by it in connection herewith. The term "extraordinary expenses" includes (a) expenses
arising out of the assertion of any third party to any interest in the Escrow Deposit Trust
Fund or any challenge to the validity hereof, including reasonable attorneys' fees, (b)
expenses relating to any reinvestment under Section 3.07 or substitution under Section
3.05 hereof, and (c) expenses (other than ordinary expenses) not occasioned by the
Escrow Agent's misconduct or negligence.
(iii) The fees and expenses payable by the City under clause (i) or(ii) above shall not be paid
from the Escrow Deposit Trust Fund, but shall be paid by the City from legally available
funds of the City.
D-1
Page 790 of 1451
010-9331-8657/1/AMERICAS
SCHEDULE E
NOTICE OF DEFEASANCE
City of Miami Beach, Florida
Parking Revenue Bonds, Series 2015
Dated: December 15, 2015
Maturity Date
(September 1,) Principal Amount Interest Rate CUSIP Numbers`
NOTICE IS HEREBY GIVEN that monies have been deposited with U.S. Bank Trust
Company, National Association, as Escrow Agent, for the payment of the principal and interest
on the above bonds (the "Bonds"), and such monies, except to the extent maintained in cash,
have been invested in certain Government Obligations (as defined in the below defined Bond
Resolution). U.S. Bank Trust Company, National Association, as Bond Registrar for the Bonds,
has been irrevocably instructed to call the Bonds for redemption on September 1, 2025 (the
"Redemption Date") at a redemption price of 100% of the principal amount thereof plus accrued
interest to the Redemption Date.
The moneys so deposited and invested as aforesaid has been calculated to be adequate to
pay, when due, the principal of and interest on the Bonds to and including the Redemption Date.
In accordance with Section 307 of Resolution No. 2010-27491 adopted by the Mayor and City
Commission of the City of Miami Beach, Florida on September 20, 2010 (the "Bond
Resolution"), the Bonds are no longer deemed to be outstanding under the provisions of the
Bond Resolution and have ceased to be entitled to any benefit or security under the Bond
Resolution other than to receive payment of principal and interest from`'such moneys.
U.S. Bank Trust Company, NATIONAL
ASSOCIATION,
as Escrow Agent
Dated: , 2022
No representation is made as to the correctness of these CUSIP numbers either as printed
on the Bonds or contained in this Notice.
E-1
Page 791 of 1451
010-9331-8657/1/AMERICAS
EXHIBIT A
SERIES 2022 PROJECT
The Series 2022 Project consists of a parking structure that is part of the development of
a City-owned complex on 72nd Street.
The Commission may approve by resolution other Improvements as part of the Series
2022 Project in addition to and/or in lieu of the above Improvements.
< n; 0 •
A-1
010-9331-7898/2/AMERICAS Page 801 of 1451
EXHIBIT A
DISCLOSURE AND TRUTH-IN-BONDING STATEMENT
$[ 1 $[ 1
CITY OF MIAMI BEACH,FLORIDA CITY OF MIAMI BEACH, FLORIDA
Parking Revenue Bonds, Series 2022A Parking Revenue Refunding Bonds,
Taxable Series 2022B
May[ 1,2022
Mayor and City Commission
City of Miami Beach,Florida
1700 Convention Center Drive
Miami Beach,Florida 33139
Ladies and Gentlemen:
In connection with the proposed execution and delivery of the $[ 1 City of
Miami Beach, Florida Parking Revenue Bonds, Series 2022A (the "Series 2022A) and the
$[ 1 City of Miami Beach,Florida Parking Revenue Refunding Bonds,Taxable Series
2022E (the "Series 2022B Bonds" and, together with the Series 2022A Bonds, the "Series 2022
Bonds"),Wells Fargo Bank,N.A. (the"Senior Managing Underwriter"), acting on behalf of itself
and Siebert Williams Shank&Co.,LLC(collectively,with the Senior Managing Underwriter,the
"Underwriters"), has agreed to underwrite a public offering of the Series 2022 Bonds.
Arrangements for underwriting the Series 2022 Bonds will include a Bond Purchase Agreement
between the City of Miami Beach, Florida (the "City") and the Underwriters which will embody
the negotiations in respect thereof(the"Purchase Agreement").
The purpose of this letter is to furnish, pursuant to the provisions of Section 218.385,
Florida Statutes, as amended, certain information in respect of the arrangements contemplated for
the underwriting of the Series 2022 Bonds as follows:
(a) The nature and estimated amounts of expenses to be incurred by the Underwriters
in connection with the purchase and reoffering of the Series 2022 Bonds are set
forth in Schedule A-1 attached hereto.
(b) No person has entered into an understanding with the Underwriters or, to the
knowledge of the Underwriters, with the City for any paid or promised
compensation or valuable consideration,directly or indirectly,expressly or implied,
to act solely as an intermediary between the City and the Underwriters or to exercise
or attempt to exercise any influence to effect any transaction in connection with the
purchase of the Series 2022 Bonds by the Underwriters.
Exhibit A-1
Page 802 of 1451
(c) The total underwriting spread for the Series 2022A Bonds is $[ ]
(Sr 1/$1,000 of Bonds).The total underwriting spread for the Series 2022B
Bonds is $[ ] (Si 1/$1,000 ofBonds).
(d) The Management Fee is $0.00 ($0.00/$1,000 of Bonds).
(e) The Underwriters' Expenses are $[ 1 ($[ ]/$1,000 of Bonds) for
the Series 2022A Bonds and $[ ] ($[ 1/$1,000 of Bonds) for the
Series 2022B Bonds.
•
(f) No other fee, bonus or other compensation has been or will be paid by the
Underwriters in connection with the issuance of the Series 2022 Bonds to any
person not regularly employed or retained by the Underwriters, except
Underwriters' Counsel,Greenberg Traurig,P.A.,as shown on Schedule A-1 hereto,
including any "finder" as defined in Section 218.386(1)(a), Florida Statutes, as
amended.
(g) The names and addresses of the Underwriters are:
Wells Fargo Bank,N.A.
100 South Ashley Drive, Suite 820
Tampa,FL 33602
Attn: John Generalli, Managing Director
Siebert Williams Shank&Co.,LLC
1025 Connecticut Avenue,NW, Suite 509
Washington,DC 20036
Attn: Jonathan F. Kim, Managing Director
3 •
(h) The City is proposing to issue$[ ]principal amount of the Series 2022A
Bonds and $[ ] principal amount of the Series 2022B Bonds, each as
described in the Official Statement dated May [ ], 2022 relating to the Series
2022 Bonds (the"Official Statement"). The Series 2022A Bonds are expected to
be repaid over a period of approximately [ ] years. At a true interest cost rate
of f 1%, total interest paid over the life of the Series 2022A Bonds will be
$[ ]. Proceeds of the Series 2022A Bonds will provide funds,together
with other available funds, (i) to pay the costs of the Series 2022 Project and
(iii)pay costs of issuance of the Series 2022A Bonds[, including the premium for
the Series 2022A Policy and the premium for the Series 2022A Reserve Policy].
(i) The City is proposing to issue$[ ]principal amount of the Series 2022B
Bonds and$[ ]principal amount of the Series 2022B Bonds,as described
in the Official Statement. The Series 2022B Bonds are expected to be repaid over
a period of approximately [ ] years. At a true interest cost rate of[ ]%,
total interest paid over the life of the Series 2022B Bonds will be$[ 1-
Proceeds of the Series 2022B Bonds will provide funds, together with other
available funds, (i) to refund, defease and redeem the City's outstanding Parking
Revenue Bonds, Series 2015 and(iii)to pay costs of issuance of the Series 2022B
Exhibit A-2
Page 803 of 1451
Bonds[, including the premium for the Series 2022B Policy and the premium for
the Series 2022B Reserve Policy].
(j) The anticipated source of repayment or security for the Series 2022 Bonds is the
Net Revenues (as defined in the Bond Resolution, which in turn is defined in the
Purchase Agreement). Authorizing these obligations will result in an average
annual amount of approximately $[ 1 (total debt service divided by
approximately [ ] years)of the aforementioned funds not being available each
year to finance the other services of the City over a period of approximately [ ]
years, with respect to the Series 2022 Bonds..We note that the Net Revenues were
previously pledged to pay debt service on the Refunded Bonds and, with respect to
such debt service, issuance of the Series 2022B Bonds will produce a net present
value debt service savings of approximately$[ 1,although such savings
will not be realized in an equal amount each year the Series 2022B Bonds are
Outstanding.
We understand that you do not require any further disclosure from the Underwriters
pursuant to Section 218.385, Florida Statutes, as amended.
Very Truly Yours,
WELLS FARGO BANK,N.A., on behalf of
itself and SIEBERT WILLIAMS SHANK&
CO.,LLC
By:
Name:
Title:
•
Exhibit A-3
Page 804 of 1451
SCHEDULE"A-1"
DETAILED BREAKDOWN OF UNDERWRITERS' DISCOUNT
$f 1
CITY OF MIAMI BEACH, FLORIDA
Parking Revenue Bonds,
Series 2022A
Spread Breakdown $/$1,000 Amount
Underwriter/Takedown: $
Expenses:
Total
Expense Breakdown $/$1,000 Amount
Underwriters' Counsel $
CUSIP
DTC
Travel and Out of Pocket
DALCOMP/IPREO
Dayloan
Total
$1 1
CITY OF MIAMI BEACH, FLORIDA
° ' Parking Revenue Refunding Bonds, ' ' 5
Taxable Series 2022B
Spread Breakdown $/$1,000 Amount
Underwriter/Takedown: $
Expenses:
•
Total
Expense Breakdown $/$1,000 Amount
Underwriters' Counsel $
CUSIP
DTC
Travel and Out of Pocket
DALCOMP/IPREO
Dayloan
Total
Schedule Al-1
Page 805 of 1451
EXHIBIT B
$[
CITY OF MIAMI BEACH, FLORIDA
Parking Revenue Bonds, '
Series 2022A
MATURITIES,PRINCIPAL AMOUNTS,INTEREST RATES,YIELDS AND PRICES
Si 1 Serial Bonds
Maturity Principal
(September 1) Amount Interest Rate Yield Price
•
•
$ % Series 2022A Term Bond Due September 1,20 ;Yield ;Price %
$ %Series 2022A Term Bond Due September 1,20 ;Yield ; Price %
Price and Yield calculated to first call date of September 1,20[33].
t[Insured Series 2022A Bonds.]
Optional Redemption
The Series 2022A Bonds maturing on or before September 1, 20[33] are not subject to
redemption prior to maturity. The Series 2022A Bonds maturing on or after September 1,20[34]
are subject to redemption prior to maturity, at the option of the City, on or after September 1,
20[33] in whole or in part at any time,in any order of maturity selected by the City and by lot or
by such other manner as the Bond Registrar shall deem appropriate within a maturity, at a
Exhibit B-1
Page 806 of 1451
redemption price equal to one hundred percent(100%)of the principal amount of the Series 2022A
Bonds to be redeemed,together with accrued interest to the date fixed for redemption and without
premium.
Mandatory Sinking Fund Redemption
The Series 2022A Bonds maturing on September 1, 20[ 1 are subject to mandatory
sinking fund redemption in part prior to maturity, by lot or by such other manner as the Bond
Registrar shall deem appropriate, through the application of Amortization Requirements, at a
redemption price equal to one hundred percent (100%) of the principal amount thereof, on
September 1 of each year in the following amounts and in the years specified:
Due Amortization
(September 1) Requirement
*Final maturity.
The Series 2022A Bonds maturing on September 1, 201 1 are subject to mandatory
sinking fund redemption in part prior to maturity, by lot or by such other manner as the Bond
Registrar shall deem appropriate, through the application of Amortization Requirements, at a
redemption price equal to one hundred percent (100%) of the principal amount thereof, on
September 1 of each year in the following amounts and in the years specified:
Due Amortization 3
(September 1) Requirement
*
*Final maturity.
Exhibit B-2
Page 807 of 1451
$[ 1
CITY OF MIAMI BEACH,FLORIDA
Parking Revenue Refunding Bonds,
Taxable Series 2022B
MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES,YIELDS AND PRICES
$[ 1 Serial Bonds
Maturity
(September 1) Principal Amount Interest Rate Yield Price
$_ % Series 2022B Term Bond Due September 1, 20 ;Yield ; Price %
$ % Series 2022B Term Bond Due September 1, 20 ;Yield ; Price %
*Price and Yield calculated to first call date of September 1,20[33].
''[Insured Series 2022B Bonds.]
Optional Redemption
The Series 2022B Bonds maturing on or before September 1, 20[33] are not subject to
redemption prior to maturity. The Series 2022B Bonds maturing on or after September 1, 20[34]
are subject to redemption prior to maturity, at the option of the City, on or after September 1,
20[33] in whole or in part at any time, in any order of maturity selected by the City and by lot or
by such other manner as the Bond Registrar shall deem appropriate within a maturity, at a
redemption price equal to one hundred percent(100%)of the principal amount of the Series 2022B
Exhibit B-3
Page 808 of 1451
Bonds to be redeemed,together with accrued interest to the date fixed for redemption and without
premium.
[Add Make-Whole Redemption Provisions, if any]
Mandatory Sinking Fund Redemption
The Series 2022E Bonds maturing on September I, 20r ] are subject to mandatory
sinking fund redemption in part prior to maturity, by lot or by such other manner as the Bond
Registrar shall deem appropriate, through the application of Amortization Requirements, at a
redemption price equal to one hundred percent (100%) of the principal amount thereof, on
September 1 of each year in the following amounts and in the years specified:
Due Amortization
(September 1) Requirement
/$
*Final maturity.
The Series 2022B Bonds maturing on September 1, 20[ 1 are subject to mandatory
sinking fund redemption in part prior to maturity, by lot or by such other manner as the Bond
Registrar shall deem appropriate, through the application of Amortization Requirements, at a
redemption price equal to one hundred-percent (100%) of the principal amount thereof, on
September 1 of each year in the following amounts and in the years specified: •
Due Amortization
(September 1) Requirement
*
*Final maturity.
Exhibit B-4
Page 809 of 1451
EXHIBIT C
Sr 1
CITY OF MIAMI BEACH,FLORIDA
Parking Revenue Bonds,
Series 2022A
ISSUE PRICE CERTIFICATE
Wells Fargo Bank, N.A. ("Wells"), acting on behalf of itself and as representative of the
Underwriters (collectively, the "Underwriting Group") for the bonds identified above (the
"Issue"), issued by the City of Miami Beach, Florida (the "Issuer"), based on its knowledge
regarding the sale of the Issue, certifies as of this date as follows:
(1) Issue Price. As of the date of this certificate, for each Maturity of the Issue[other
than the Hold-the-Offering-Price Maturities],the first price at which at least 10%of such Maturity
of the Issue was sold to the Public is the respective price listed in the final Official Statement,
dated May[ 1,2022, for the Issue(the"Sale Price"as applicable to respective Maturities).The
\aggregate of the Sale Prices of each Maturity [and the initial offering prices of each of the Hold-
the-Offering-Price Maturities as set forth in Schedule I hereto] is Si 1 (the "Issue
Price").
(2) Definitions.
["Hold-the-Offering-Price Maturities" means those Maturities of the Bonds listed in
Schedule I hereto as the"Hold-the-Offering-Price Maturities."]
"Maturity"means bonds of the Issue with the same credit and payment terms.Bonds of the
O-- • Issue with different maturity dates,or bonds of the Issue with the same maturity date-but different
stated interest rates, are treated as separate Maturities.
"Public"means any person(including an individual,trust,estate,partnership, association,
company,or corporation)other than an Underwriter or a related party to an Underwriter. The term
"related party"for purposes of this certificate generally means any two or more persons who have
greater than 50 percent common ownership,directly or indirectly.
"Underwriter" means (i) any person that agrees pursuant to a written contract with the
Issuer(or with the lead underwriter to form an underwriting syndicate)to participate in the initial
sale of the Issue to the Public,and(ii)any person that agrees pursuant to a written contract directly
or indirectly with a person described in clause(i) of this paragraph to participate in the initial sale
of the Issue to the Public(including a member of a selling group or a party to a retail distribution
agreement participating in the initial sale of the Issue to the Public).
All capitalized terms not defined in this Certificate have the meaning set forth in the
Issuer's Tax Compliance Certificate or in Attachment A to it.
(3) Yield. Using a methodology acceptable to Bond Counsel, we have calculated the
Yield on the Issue to be[ 1%.We understand"Yield"as being the discount rate that,when
Exhibit C-1
Page 810 of 1451
used in computing the present worth of all payments of principal and interest to be paid on the
Issue, computed on the basis of a 360-day year and semi-annual compounding, produces an
amount equal to the Issue Price of the Issue as stated in paragraph (1) computed with the
adjustments stated in paragraph (5).
(4) Weighted Average Maturity. Using a methodology acceptable to Bond Counsel,
we have calculated the weighted average maturity (defined below) of the Issue to be [ 1
years. We understand the "weighted average maturity" of an issue to be equal to the sum of the
products of the issue price of each maturity of the issue and the number of years to the maturity
date of the respective maturity (taking into account mandatory but not optional redemptions),
divided by the issue price of the entire Issue.
(5) Underwriters' Discount. The Underwriters' discount is $[ ], being the
amount by which the aggregate Issue Price (as set forth in paragraph (1)) exceeds the price paid
by Wells to the Issuer for the Issue.
(6) Premium Maturities Subject to Optional Redemption. The Maturities that
mature in the years 20( 1 through 20[ 1 are the only Maturities that are subject to optional
redemption before maturity and have an Initial Offering Price or Sale Price, as applicable, that
exceeds their stated redemption price at maturity by more than one fourth of I%multiplied by the
product of their stated redemption price at maturity and the number of complete years to their first
optional redemption date.Accordingly,in computing the Yield on the Issue stated in paragraph(2),
each such Maturity was treated as retired on its optional redemption date or at maturity to result in
the lowest yield on that.Maturity. No Maturity is subject to optional redemption within five years
of the Issuance Date of the Issue.
(7) No Stepped Coupon Maturities. No Maturity bears interest at an increasing
interest rate.
The signer is an officer of Wells and duly authorized to execute and deliver this Certificate
of Wells for itself and as representative of the Underwriters. The representations set forth in this
certificate are limited to factual matters only. Nothing in this certificate represents Wells's
interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue
Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned
understands that the foregoing information will be relied upon by the Issuer with respect to certain
of the representations set forth in the Tax Compliance Certificate and with respect to compliance
with the federal income tax rules affecting the Issue, and by Squire Patton Boggs (US) LLP, as
bond counsel, in connection with rendering its opinion that the interest on the Issue is excluded
from gross income for federal income tax purposes, the preparation of the Internal Revenue
Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time
to time relating to the Issue.Except as expressly set forth above,the certifications set forth herein
may not be relied upon or used by any third party or for any other purpose.
Exhibit C-2
Page 811 of 1451
Dated June [ 1,2022
WELLS FARGO BANK, N.A., on behalf of
itself and SIEBERT WILLIAMS SHANK&
CO.,LLC
By:
Name:
Title:
•
Exhibit C-1
Page 812 of 1451
SCHEDULE I
SALE PRICES OF THE GENERAL RULE MATURITIES [AND HOLD THE
OFFERING PRICE MATURITIES]
Maturity
(September 1) Principal Amount Interest Rate Yield Price
•
.,. , *Price and Yield calculated to,first call date of September 1,20[33]. 4 .
ACTIVE 63725639v4
Schedule I-I
Page 813 of 1451
$[ 1 $[ a
CITY OF MIAMI BEACH, FLORIDA CITY OF MIAMI BEACH, FLORIDA
Parking Revenue Bonds, Series 2022A Parking Revenue Refunding Bonds,
Taxable Series 2022B
BOND PURCHASE AGREEMENT
May[ 1,2022
Mayor and City Commission
City of Miami Beach,Florida
1700 Convention Center Drive
Miami Beach,Florida 33139.
Ladies and Gentlemen:
Wells Fargo Bank, N.A. (the "Senior Managing Underwriter"), acting on behalf of itself
and Siebert Williams Shank&Co.,LLC(collectively,with the Senior Managing Underwriter,the
"Underwriters"), offer to enter into this Bond Purchase Agreement (this "Purchase Agreement")
with the City of Miami Beach, Florida (the"City"), for the sale by the City and the purchase by
the Underwriters of the City's$[ 1 Parking Revenue Bonds,Series 2022A(the"Series
2022A Bonds") and $1 1 Parking Revenue Refunding Bonds, Taxable Series 2022B
(the"Series 2022B Bonds"and,together with the Series 2022A Bonds,the"Series 2022 Bonds").
This offer,s 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 Underwriter 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 Series 2022A Bonds for
a purchase price equal to $[ 1 (which purchase price is the aggregate principal amount
of the Series 2022A Bonds of sr 1, [plus][less][net} an original issue
Page 814 of 1451
•
[premium][discount] of$[ 1, and less an Underwriters' discount of$r 1)
and the Series 2022B Bonds for a purchase price equal to $[ 1, (which purchase price
is the aggregate principal amount of the Series 2022B Bonds of $[ 1 and less an
Underwriters' discount of$[ 1). The purchase price for the Series 2022 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 an amount equal to [ 1
Dollars ($( 1) as a good faith deposit by wire transfer (the "Good Faith Deposit"),
which is being delivered to the City on account of the purchase price of the Series 2022 Bonds and
as security for the performance by the Underwriters of their obligation to accept and to pay for the
Series 2022 Bonds. The City shall hold the Good Faith Deposit, except under the circumstances
hereinafter set forth. If the City does not accept this offer, such Good Faith Deposit shall be
immediately returned to the Senor 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 Closing (as hereinafter defined) takes place, the
amount of the Good Faith Deposit shall be returned at the Closing 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 of the City's failure to deliver the Series 2022 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 return the Good Faith Deposit without
interest to the Senior Managing Underwriter in federal funds by wire transfer, 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
Series 2022 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 Series 2022 Bonds will be issued pursuant to Chapter 166,Florida Statutes,as
amended, the City of Miami Beach Charter, and other applicable provisions of law(collectively,
the "Act"), and pursuant and subject to the terms and conditions of Resolution.No. 2010-27491
adopted by the Mayor and City Commission of the City of Miami Beach, Florida (the
"Commission")on September 20,2010, as amended and supplemented from time to time, and as
particularly supplemented by Resolution No. 2022-[ 1 adopted by the Commission on
May 4, 2022 (collectively, "Bond Resolution"). The Series 2022 Bonds will be secured as
provided in the Bond Resolution. The Series 2022 Bonds shall mature and have such other terms
and provisions as are described on Exhibit"B"hereto. Proceeds of the Series 2022A Bonds will
provide funds, together with other available funds, to (i) pay the costs of certain capital
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Page 815 of 1451
improvements to the Parking System, as described in the Bond Resolution (the "Series 2022
Project"), and (ii)pay costs of issuance.of the Series 2022A Bonds[, including the premium for a
municipal bond insurance policy(the"2022A Policy")to be issued by[ 1 ("[ 1")
to insure [all] [the portion] of the Series 2022A Bonds maturing in the years 20[ ] through and
including 20[1, and 201- ]] (the "Insured Series 2022A Bonds") and the premium for a
municipal bond debt service reserve insurance policy(the"2022A Reserve Policy") to be issued
by[ ]]. Proceeds of the Series 2022B Bonds will provide funds,together with other available
funds,to(i) advance refund,on a taxable basis, all [or a portion] of the City's outstanding Parking
Revenue Bonds, Series 2015 (the"Refunded Bonds"), and(ii)pay costs of issuance of the Series
2022B Bonds[,including the premium for a municipal bond insurance policy(the"2022B Policy"
and together with the 2022A Policy,the"Policies")to be issued by(' ] ("[ 1")to
insure [all] [the portion] of the Series 2022B Bonds maturing in the years 20[ 1 through and
including 201 1, and 20[ 1] (the "Insured Series 2022B Bonds" and together with the Insured
Series 2022A Bonds, the "Insured Bonds") and the premium for a municipal bond debt service
reserve insurance policy (the "2022B Reserve Policy" and together with the 2022A Reserve
Policy,the"Reserve Policies")to be issued by[ 1] It shall be a condition to the obligation
of the City to sell and deliver the Series 2022 Bonds to the Underwriters, and to the obligation of
the Underwriters to purchase and accept delivery of the Series 2022 Bonds, that the entire
aggregate principal amount of the Series 2022 Bonds shall be sold and delivered by the City and
accepted and paid for by the Underwriters at the Closing.
(d) (i) The Underwriters agree to make a bona fide public offering of substantially
all of the Series 2022 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 Series 2022 Bonds.
(ii) The Senior Managing Underwriter,on behalf of the Underwriters,agrees to
assist the City in establishing the issue price of the Series 2022A Bonds and 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 Series 2022A Bonds.
All actions to be taken by the City under this section to establish the issue price of the Series 2022A
Bonds may be taken on behalf of the City by the City's municipal advisor identified herein and
any notice or report to be provided to the City may be provided to the City's municipal advisor.
(iii) [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 Series 2022A 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 Series 2022A Bonds. [If at that
time the 10%test has not been satisfied as to any maturity of the Series 2022A Bonds,the Senior
Managing Underwriter agrees to promptly report to the City the prices at which Series 2022A
3
Page 816 of 1451
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 Series 2022A Bonds
of that maturity have been sold or(ii)the 10%test has been satisfied as to the Series 2022A 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 Series 2022A 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 Series 2022A Bonds.
(iv) [The Senior Managing Underwriter confirms that the Underwriters have
offered the Series 2022A 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 Series 2022A 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 Series 2022A
Bonds,the Underwriters will neither offer nor sell unsold Series 2022A 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 Series 2022A Bonds to the public at a price that is no higher than the initial
offering price to the public.
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 Series 2022A Bonds
to the public at a price that is no higher than the initial offering price to the public.]
(v) The Senior Managing Underwriter confirms that:
(1) 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 Series 2022A 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:
(2) (i)to report the prices at which it sells to the public the unsold Series
2022A Bonds of each maturity allocated to it,whether or not the Closing date has occurred,
until either all Series 2022A 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
Series 2022A Bonds of that maturity, provided that, the reporting obligation after the
4
Page 817 of 1451
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
(3) to promptly notify the Senior Managing Underwriter of any sales of
Series 2022A 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 Series 2022A Bonds to the public
(each such term being used as defined below),
(4) to acknowledge that, unless otherwise advised by the Underwriter,
dealer or broker-dealer, the Senior Managing Underwriter shall assume that each order
submitted by the Underwriter, dealer or broker-dealer is a sale to the public.
(vi) any agreement among underwriters or selling group agreement relating to
the initial sale of the Series 2022A 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 2022A 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 Series 2022A Bonds of each
maturity allocated to it,whether or not the Closing Date has occurred,until either all Series 2022A
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 Series
2022A 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.
(vii) 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 Series 2022A Bonds, including,
but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to
the Series 2022A 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
Series 2022A 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 Series 2022A Bonds,
including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if
applicable to the Series 2022A 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 df the selling
group is a party to a third-party distribution agreement that was employed in connection with the
initial sale of the Series 2022A 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 Series
2022A Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-
price rule, if applicable to the Series 2022A 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
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Page 818 of 1451
establishing issue price of the Series 2022A Bonds,including, but not limited to, its agreement to
comply with the hold-the-offering-price rule,if applicable to the Series 2022A 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 Series 2022A Bonds, including, but not limited to, its agreement to
comply with the hold-the-offering-price rule, if applicable to the Series 2022A Bonds.
(viii) The Underwriters acknowledge that sales of any Series 2022A Bonds to any
person that is a related party to an underwriter participating in the initial sale of the Series 2022A
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:
(1) "public" means any person other than an underwriter or a related
party,
(2) "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 Series 2022A 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 Series 2022A 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 Series 2022A Bonds to the public),
(3) a purchaser of any of the Series 2022A 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 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 the outstanding 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
(4) "sale date"means the date of execution of this Purchase Agreement
by all parties.
(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.
(f) The City shall prepare the Official Statement, including any amendments thereto,
in word-searchable PDF format as described in the MSRB's Rule G-32 and shall provide the
6
Page 819 of 1451
electronic copy of the word-searchable PDF format of the Official Statement to the Underwriters
no later than one(1) business day prior to the Closing date to enable the Underwriters to comply
with MSRB Rule G-32.
(g) 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 with EMMA shall be in
accordance with the terms and conditions applicable to EMMA.
(h) 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 Series 2022 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 agree to cooperate in good faith with regard to the form'and 3
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 Series 2022 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.
(i) The City hereby approves and authorizes the delivery and distribution of the
Preliminary Official Statement dated May ( 1,2022(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 Series 2022 Bonds.
The City represents and warrants to and agrees with the Underwriters as follows:
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(a) The Bond Resolution was adopted by the Commission at meetings 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 and/or enact the Bond Resolution and the Rate Instrument(as defined
herein). On the date hereof,the Bond Resolution and the Rate Instrument are, 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 and the Rate Instrument
constitute the legal,valid and binding obligations of the City,enforceable in accordance with their
terms. The Bond Resolution creates a lien upon and pledge of Net Revenues, for the payment of
principal and interest on the Series 2022 Bonds on parity and equal status with the City's [(i)
$58,825,000 original aggregate principal amount of Parking Revenue Bonds, Series 2015,
$[ 1 aggregate principal amount of which will remain outstanding after the issuance of
the Series 2022 Bonds and(ii)]any other Bonds hereinafter issued under the Bond Resolution(the
"Parity 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 Series 2022 Bonds,the Bond Resolution,the Rate Instrument and the Disclosure
Dissemination Agent Agreement relating to the Series 2022 Bonds (the "Continuing Disclosure
Agreement") conform to the descriptions thereof set forth in the Official Statement.
(c) 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 agency 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 or the Parking System, including the City's receipts of the Net Revenues in the amount
contemplated by the Official Statement; and the execution and delivery of the Series 2022 Bonds,
the Continuing Disclosure Agreement, this Purchase Agreement, the Escrow Deposit Agreement
(the "Escrow Agreement") to be executed by and between U.S. Bank Trust Company, National
Association, as escrow agent and the City, and the adoption of the Bond Resolution, the adoption
and/or enactment of the Rate Instrument, 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
•
Page 821 of 1451
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 Series
2022 Bonds and the Bond Resolution.
(d) As of its date,the Preliminary Official Statement was deemed"final"except for the
omission of such information which is dependent upon the final pricing of the Series 2022 Bonds
for completion, all as permitted to be excluded (the"Permitted Omissions") by Section(b)(1) of
the Rule.
(e) 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.
(f) The City has full right,power and authority to issue,sell and deliver the Series 2022
Bonds to the Underwriters as described herein;to provide funds to finance the Series 2022 Project;
to provide funds to refund and defease the Refunded Bonds, to have enacted and/or adopted the
ordinances and/or resolutions which established the rates, fees, rentals, charges and other income
which comprise Revenues of the Parking System (collectively, the "Rate Instrument"); to enter
into this Purchase Agreement, [one or more agreements with 1 1 relating to the Policies and
the Reserve Policies], the Continuing Disclosure Agreement and the Escrow Deposit Agreement
(collectively, the"Bond Documents"), to issue and deliver the Series 2022 Bonds as provided in
this Purchase Agreement and the Bond Resolution,to apply the proceeds of the sale of the Series
2022 Bonds for the purposes described herein and in the Official Statement,to execute and deliver
the Bond Documents, and to carry out and consummate the transactions contemplated by the
aforesaid documents.
(g) At meetings of the Commission that were duly called and at which a quorum was
present and acting throughout,the Commission approved the execution and delivery of the Series
2022 Bonds and the Bcnd Documents; authorized the execution and `delivery of the Official
Statement; and authorized the use of the Official Statement in connection with the public offering
of the Series 2022 Bonds. The City represents that it will have no bonds or other indebtedness
outstanding that are secured by the Net Revenues,other than as described in the Official Statement.
All conditions and requirements of the Bond Resolution relating to the issuance of the Series 2022
Bonds have been complied with or fulfilled, or will be complied with or fulfilled on the date of
Closing.
(h) Since September 30, 2021, there has been no material adverse change in the
financial position, results of operations or condition, financial or otherwise, of the City or its
Parking System 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.
(i) 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 Series 2022 Bonds, the Bond Documents, the Official Statement, the adoption of the
Bond Resolution and the adoption and/or enactment of the Rate Instrument, and the performance
9
Page 822 of 1451
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.
(j) The City is not and has not been in default on any bond issued since December 31,
1975 that would be considered material by a reasonable investor.
(k) 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 Series 2022 Bonds or the refunding of the Refunded Bonds or the collection of
the Net Revenues, pledged to pay the principal of and interest on the Series 2022 Bonds in the
manner and to the extent provided in the Bond Resolution, or the application of the proceeds of
the Series 2022 Bonds or in which an unfavorable decision, ruling or finding would materially
adversely affect the financial position of the City or the operations of its Parking System or the
validity or enforceability of the Series 2022 Bonds, the Bond Resolution, the Rate Instrument or
the Bond Documents; (iii) contesting in any way the completeness or accuracy of the Official
Statement; (iv)adversely affecting the exclusion of interest on the Series 2022A Bonds from gross
income for federal income tax purposes; or (v) challenging the City's ownership or operation of
the Parking System; nor, to the best knowledge of the City,is there any basis therefor.
(1) When duly executed and delivered, the Series 2022 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 as the enforcement thereof may be limited by bankruptcy, insolvency or similar laws
relating to the enforcement of creditors' rights.
(m) 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 Series 2022 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 Series 2022 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 Series 2022 Bonds; provided that the City will not be required to qualify to do business or
submit to service of process in any such jurisdiction.
(n) 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.
(o) 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.
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Page 823 of 1451
(p) The City will undertake, pursuant to the Continuing Disclosure Agreement, to
provide or cause to be provided to the MSRB certain annual financial information and operating
data of the Parking System, and certain notices of material events, as more fully set forth in the
Continuing Disclosure Agreement. A description of the undertaking will be set forth in the Official
Statement.
(q) 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 and the Parking System at the dates and for the periods
indicated.
(r) The City will provide to the rating agencies rating the Series 2022 Bonds
appropriate periodic credit information necessary for maintaining the ratings on the Series 2022
Bonds.
(s) 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.
(t) 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.
(u) 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 Series 2022 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. _
(v) 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.
(w) 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 3.
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 [and the Rate Instrument]
[CONFIRM].
11
Page 824 of 1451
SECTION 4.
At 10:00 a.m. (Eastern Time) on June [ 1, 2022, 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 5(b)of this Purchase Agreement and shall release the Series 2022 Bonds,in
the form of one typewritten, fully registered bond with a CUSIP identification number thereon for
each maturity of the Series 2022 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 Series 2022
Bonds and pay the purchase price of the Series 2022 Bonds as set forth in Section 1(a) of this
Purchase Agreement.
SECTION 5.
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, the Rate Instrument 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 Series 2022 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; o •
(b) at or prior to the Closing, the Underwriters shall receive the following documents:
(i) the opinion of Bond Counsel with respect to the Series 2022 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 they may rely on said opinion as if it were addressed to them;
(ii) 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
Preliminary Official Statement and the Official Statement under the captions
"INTRODUCTION," "PURPOSE OF THE ISSUE," "DESCRIPTION OF THE SERIES 2022
BONDS" (except for information under the subheading "Book-Entry Only System" and
"Discontinuance of Book-Entry Only System"), and "SECURITY AND SOURCES OF
PAYMENT",and believe that,insofar as such statements purport to summarize certain provisions
of the Series 2022 Bonds and the Bond Resolution,such statements present an accurate summary
of such provisions; (B) they have reviewed the statements in the Preliminary Official Statement
and the Official Statement under the caption"TAX MATTERS"and believe that such statements
12
Page 825 of 1451
are accurate; (C) the Series 2022 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"); and (D) the
Refunded Bonds shall not be deemed to be Outstanding;
(iii) 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 they 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 Preliminary Official Statement (other than "Permitted Omissions") as of its date, and the
Official Statement as of its date and as of the Closing date(except for the financial, statistical and
demographic data and information in the Preliminary Official Statement and the Official
Statement, including, without limitation, the appendices thereto, and the information relating to
DTC,its operations and the book-entry system,as to which no opinion is expressed) contained or
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);
(iv) the opinion of the City Attorney,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 Series 2022 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 Net Revenues, for the
security of the Series 2022 Bonds on parity and equal status with the Parity Bonds as to Net
Revenues; (D) the Commission has duly adopted the Bond Resolution and duly enacted and/or
adopted the Rate Instrument and approved the form, execution, distribution and delivery of the
Official Statement; (E) the Series 2022 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 Preliminary Official
Statement and 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
were made,not misleading,and,based on its participation as counsel to the City,such counsel has
no reason to believe that the Preliminary Official Statement(other than"Permitted Omissions")as
of its date, and the Official Statement as of its date and as of the date of Closing (excluding
financial, statistical and demographic information and information relating to DTC) contained 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
13
Page 826 of 1451
made, not misleading; (G) except as disclosed in the Preliminary Official Statement and 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 Series 2022 Bonds, the Bond Resolution, the Rate Instrument, 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 challenging the City's
ownership or operation of the Parking System or the pledge of the Net Revenues for the payment
of the Series 2022 Bonds in the manner and to the extent provided in the Bond Resolution, or the
refunding of the Refunded Bonds,nor is there any basis therefor; (H) the execution and delivery
of the Bond Documents and the issuance of the Series 2022 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;
(v) an opinion of counsel for the Underwriters covering such matters and in
such form reasonably acceptable to the Senior Managing Underwriter;
(vi) 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 2 hereof were 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 Series 2022 Project,the Parking
System,the refunding of the Refunded Bonds or the Series 2022 Bonds has occurred since the date
of the Preliminary Official Statement and 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;
(vii) a customary signature certificate,dated the date of Closing,signed on behalf
of the City by the City Clerk of the City;
(viii) evidence satisfactory to the Senior Managing Underwriter that the
requirements of Sections 209 and 210 of the Bond Resolution have been satisfied;
(ix) letters from[Moody's Investors Service,Inc. ("Moody's")and S&P Global
Inc. ("S&P")] addressed to the City, to the effect that the Series 2022 Bonds have been assigned
ratings of"[ ]" and "[ 1" with a "[ 1 outlook," respectively, [without regard to the
Policies and with respect to the Insured Series 2022 Bonds, a letter from [ 1 addressed to the
City to the effect that the Insured Series 2022 Bonds will have a rating of"[ ]"based upon the
issuance of the Policies,] which ratings shall be in effect as of the Closing date;
14
Page 827 of 1451
(x) a customary authorization and incumbency certificate, dated the date of
Closing,signed by authorized officers of the Bond Registrar;
(xi) copies of the Blue Sky Survey and Legal Investment Survey, if any,
prepared by Counsel to the Underwriters, indicating the jurisdictions in which the Series 2022
Bonds may be sold in compliance with the"blue sky"or securities laws of such jurisdictions;
(xii) an executed copy of the Continuing Disclosure Agreement;
(xiii) such additional documents as may be required by the Bond Resolution to
be delivered as a condition precedent to the issuance of the Series 2022 Bonds;
(xiv) one executed copy of a certificate of the Parking Director to the effect that
the information contained in the Preliminary Official Statement and the Official Statement under
the caption "THE PARKING SYSTEM" is accurate and does not omit to state a material fact
necessary in order to make the statements made therein,in light of the circumstances under which
they were made,not misleading;
(xv) [true and correct copies of the Policies;]
(xvi) [true and correct copies of the Reserve Policies;]
(xvii) [an opinion,dated the date of the Closing and addressed to the City and the
Underwriters, of counsel for[ ] and/or a certificate or certificates of[ ],in such form as is
mutually and reasonably acceptable to the City and the Senior Managing Underwriter; and]
(xviii) 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
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 6.
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 7 hereof shall continue in full force and effect
and the City shall return the Good Faith Deposit as provided in Section 1(b).
SECTION 7.
(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
15
Page 828 of 1451
the transaction contemplated herein shall close: printing of Series 2022 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;the cost of preparing the verification report, if any; and
any other fees as described in Schedule A-1 hereto.
(b) The City has agreed to pay the Underwriters' discount set forth in Section 1(a) of
this Purchase Agreement, and inclusive in the expense component of the Underwriters' discount
are actual expenses incurred or paid for by the Underwriters on behalf of the City in connection
with the marketing,issuance,and delivery of the Series 2022 Bonds, including,but not limited to,
advertising expenses, fees and expenses of Underwriters' Counsel, the costs of any Preliminary
and Blue Sky and Legal Investment Surveys, if any, and the filing fees required by the"blue sky"
laws of various jurisdictions, if any, CUSIP fees, and transportation, lodging, and meals for the
City's employees and representatives; if any, the City's obligations in regard to these expenses
survive even if the underlying transaction fails to close or consummate. The City acknowledges
that certain expenses included in the expense component of the Underwriter's discount are based
on estimates.
SECTION 8.
The City acknowledges and agrees that(i)the purchase and sale of the Series 2022 Bonds
pursuant to this Purchase Agreement is an arm's-length commercial transaction between the City
and the Underwriters; (ii) in connection with such transaction, including the process leading
thereto,the Underwriters are acting solely as a principal and not as a municipal advisor, a financial
advisor,an agent or a fiduciary of the City;(iii)the Underwriters have neither assumed an advisory
or fiduciary responsibility in favor of the City with respect to the offering of the Series 2022 Bonds
or the process leading thereto(whether or not the Underwriters,or any affiliate of the Underwriters,
have advised or is currently advising the City on other matters) nor has it assumed any other`' -'
obligation to the City except the obligations expressly set forth in this Purchase Agreement,(iv)the
Underwriters have financial and other interests that differ from those of the City; and(v)the City
has consulted with its own legal and financial advisors to the extent it deemed appropriate in
connection with the offering of the Series 2022 Bonds.
SECTION 9.
The Underwriters shall have the right to cancel their obligations hereunder by if the Senior
Managing Underwriter notifies the City in writing of the Underwriters' 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 or the legislature of the State of Florida 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
16
Page 829 of 1451
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 or state 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
Series 2022 Bonds which,in the Senior Managing Underwriter's opinion,materially and adversely
affects the market price of the Series 2022 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 or marketability of the Series 2022 Bonds or the ability of the Underwriters to enforce
contracts for the sale of the Series 2022 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 Series
2022 Bonds,or the issuance,offering,or sale of the Series 2022 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
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 Series 2022
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 Series 2022
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 Series 2022 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.
17
Page 830 of 1451
(f) 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, a general suspension of trading or,as to Series 2022 Bonds
or obligations of the general character of the Series 2022 Bonds,any material restrictions not now
in force, or increase materially those now 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 Series
2022 Bonds by the City or the purchase,offering,sale,or distribution of the Series 2022 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 Financial Industry Regulatory Authority relating to the
issuance, sale, or delivery of the Series 2022 Bonds by the City or the purchase, offering, sale, or
distribution of the Series 2022 Bonds by the Underwriters.
(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 materially adversely affect the market price or marketability of the
Series 2022"Bonds or the ability of the Underwriters to enforce contracts for the sale of the Series
2022 Bonds.
(k) Prior to Closing, any of the rating agencies which have rated the Series 2022 Bonds
shall inform the City or the Underwriters that the Series 2022 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 Series
2022 Bonds or the ability of the Underwriters to enforce contracts of the sale of the Series 2022
Bonds.
(m) ( 'shall inform the City or the Underwriters that it will not deliver the Policies
or the Reserve Policies at Closing.]
18
Page 831 of 1451
SECTION 10.
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:
Wells Fargo Bank,N.A.
100 South Ashley Drive, Suite 820
Tampa,Florida 33602
Attention: John Generalli,Managing Director
SECTION 11.
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 12.
€._... 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 Series 2022 Bonds hereunder regardless of any investigation made by or
on behalf of the Underwriters.
SECTION 13.
This Purchase Agreement shall be governed by and construed in accordance with the laws
of the State of Florida.
SECTION 14.
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]
19
Page 832 of 1451
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,
WELLS FARGO BANK,N.A., on behalf of
itself and SIEBERT WILLIAMS SHANK&
CO., LLC
By:
Name:
Title:
Accepted and confirmed as of the date first
above written:
CITY OF MIAMI BEACH, FLORIDA
By:
Name: Dan Gelber
Title: Mayor
APPROVED AS TO
FORM&LANGUAGE
&FOR EXECUTION
City Attorney ,i Dote
S-1
Page 833 of 1451
PRELIMINARY OFFICIAL STATEMENT DATED MAY ,2022
NEW ISSUE -Book-Entry Only Ratings: 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 2022A 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 2022 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 2022A Bonds may be subject to certain
federal taxes imposed only on certain corporations. INTEREST ON THE SERIES 2022B BONDS IS NOT
EXCLUDED FROM GROSS INCOME FOR FEDERAL INCOME TAX PURPOSES. For a more complete
discussion of the tax aspects relating to the Series 2022 Bonds,see the discussion under the heading "TAX
MATTERS"herein.
$ *
CITY OF MIAMI BEACH,FLORIDA
Parking Revenue Bonds Parking Revenue Refunding
Series 2022A Bonds,Taxable Series 2022B
Dated: Date of Delivery Due: September 1,as shown on inside cover page
The City of Miami Beach, Florida Parking Revenue Bonds, Series 2022A (the "Series 2022A
Bonds") and the City of Miami Beach, Florida Parking Revenue Refunding Bonds, Taxable Series 2022B
(the"Series 2022B Bonds" and, collectively with the Series 2022A Bonds, the"Series 2022 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 whole multiple thereof. When issued, the Series 2022 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 2022 Bonds. Purchasers will not
receive certificates representing their ownership interests in the Series 2022 Bonds purchased. See
"DESCRIPTION OF THE SERIES 2022 BONDS - Book-Entry Only System" herein. Interest on the
Series 2022 Bonds will accrue from their date of delivery and will be payable on September I, 2022 and
semiannually on each March 1 and September 1 thereafter. U.S.•Bank Trust Company, National
Association,Fort Lauderdale,Florida,will serve as the initial bond registrar and paying agent(collectively,
the"Bond Registrar")for the_Series 2022 Bonds. While the Series 2022 Bonds are registered through the
DTC book-entry only system, principal of and interest on the Series 2022 Bonds will be payable by the
Bond Registrar to DTC.
The Series 2022A Bonds are being issued for the purpose of providing funds, together with any
other legally available moneys of the City, to (i) finance a portion of the Cost of constructing
Improvements that constitute the Series 2022 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 Series 2022 Project (as such terms are hereinafter defined); (ii) fund a deposit to the Reserve
Account, if necessary (including any Reserve Account Insurance Policy determined by the City to be
advisable) to satisfy the portion of the Reserve.Account Requirement relating to the Series 2022A Bonds
(as such terms are hereinafter defined); and(iii)pay the costs of issuing the Series 2022A Bonds,including
the portion of the premium allocable to the Series 2022A Bonds for any municipal bond insurance policy
or Reserve Account Insurance Policy that may be obtained in connection with the issuance of the Series
2022A Bonds. The Series 2022B Bonds are being issued for the purpose of providing funds, together with
Page 834 of 1451
any other legally available moneys of the City, to (i) provide for the advance refunding of all* of the
outstanding City of Miami Beach,Florida Parking Revenue Bonds, Series 2015,which will be outstanding
immediately prior to issuance of the Series 2022B Bonds in the aggregate principal amount of$58,425,000
(the"Outstanding Series 2015 Bonds"); (ii)fund a deposit to the Reserve Account, if necessary(including
any Reserve Account Insurance Policy determined by the City to be advisable)to satisfy the portion of the
Reserve Account Requirement relating to the Series 2022B Bonds; and (iii) pay the costs of issuing the
Series 2022B Bonds and refunding all*of the Outstanding Series 2015 Bonds, including the portion of the
premium allocable to the Series 2022B Bonds for any municipal bond insurance policy or Reserve Account
Insurance Policy that may be obtained in connection with the issuance of the Series 2022B Bonds. See
"PURPOSE OF THE ISSUE"herein.
The Series 2022 Bonds are payable from and secured by a lien on and a pledge of the Net
Revenues derived from the City's ownership or operation of the Parking System and certain other moneys
held under the Resolution (as such terms are defined herein). Such lien on and pledge of Net Revenues
and certain other moneys held under the Resolution, as described herein (the "Pledged Revenues"), shall
be on a parity with the lien on and pledge of the Pledged Revenues (i)* granted in favor of any of the
Outstanding Series 2015 Bonds that are not refunded upon issuance of the Series 2022B Bonds (the
"Unrefunded Series 2015 Bonds"), and (ii)that may be granted by the City in favor of Additional Bonds,
Refunding Bonds, Alternative Parity Debt and parity Short-Term Indebtedness;provided, however, that
if the City determines that(i) no deposit shall be made to the Reserve Account in connection with
the issuance of the Series 2022 Bonds, or either Series of the Series 2022 Bonds, the Series 2022
Bonds, or such Series, shall not be secured by, or entitled to any benefit from, amounts, Reserve
Account Insurance Policies or Reserve Account Letters of Credit held in the Reserve Account for the
benefit of other Bonds issued and Outstanding under the Bond Resolution(as such terms are defined
herein) or (ii) a deposit of proceeds of the Series 2022 Bonds, or either Series of the Series 2022
Bonds, or of a Reserve Account Insurance Policy,or any combination thereof, shall be made into a
separate subaccount within the Reserve Account for the sole benefit of the Holders of the Series 2022
Bonds, or either Series of the Series 2022 Bonds, the Series 2022 Bonds, or such Series, shall be
secured by such separate subaccount and shall not be secured by, or entitled to any benefit from,
amounts, Reserve Account Insurance Policies or Reserve Account Letters of Credit held in the
Reserve Account for the benefit of other Bonds issued and Outstanding under the Bond Resolution.
•
• See"SECURITY AND SOURCES OF PAYMENT"herein. a c
The Series 2022 Bonds are subject to optional and mandatory sinking fund redemption prior to
maturity as described in this Official Statement. See"DESCRIPTION OF THE SERIES 2022 BONDS -
Redemption Provisions"herein.
THE CITY IS OBLIGATED TO PAY THE PRINCIPAL OF AND INTEREST ON THE SERIES
2022 BONDS SOLELY FROM THE PLEDGED REVENUES. THE SERIES 2022 BONDS SHALL NOT
CONSTITUTE AN INDEBTEDNESS OF THE CITY, MIAMI-DADE COUNTY, FLORIDA, THE
STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF
ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION AND THE FAITH AND
CREDIT OF THE CITY, MIAMI-DADE COUNTY, FLORIDA, THE STATE OF FLORIDA OR ANY
POLITICAL SUBDIVISION THEREOF IS NOT PLEDGED TO THE PAYMENT OF THE PRINCIPAL
OF OR INTEREST ON THE SERIES 2022 BONDS. ISSUANCE OF THE SERIES 2022 BONDS
SHALL NOT DIRECTLY,INDIRECTLY OR CONTINGENTLY OBLIGATE THE CITY,MIAMI-DADE
COUNTY, FLORIDA, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF
TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR, NOR SHALL
THE SERIES 2022 BONDS CONSTITUTE A CHARGE, LIEN OR ENCUMBRANCE, LEGAL OR
EQUITABLE, UPON ANY PROPERTY OF THE CITY, MIAMI-DADE COUNTY, FLORIDA, THE.
STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF, EXCEPT AS PROVIDED IN
THE RESOLUTION.
Page 835 of 1451
The City may elect to purchase a municipal bond insurance policy to be delivered by a
municipal bond insurance provider concurrently with the delivery of the Series 2022 Bonds,or either
Series of the Series 2022 Bonds, to guarantee timely payment of the principal of and interest on the
Series 2022 Bonds, or such Series,or one or more maturities of the Series 2022 Bonds, or of either
Series of the Series 2022 Bonds, and may elect to satisfy any Reserve Account Deposit Requirement
upon issuance of the Series 2022 Bonds with a Reserve Account Insurance Policy. See"SECURITY
AND SOURCES OF PAYMENT - Reserve Account" and "MUNICIPAL BOND INSURANCE"
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 2022 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 Rafael A. Paz, Esquire, Miami Beach,
Florida, 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. Greenberg Traurig,.
P.A., Miami, Florida, is serving 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 2022 Bonds. It is expected that\the Series 2022 Bonds will be available for delivery through DTC
in New York, New York on or about June , 2022.
Wells Fargo Securities Siebert Williams Shank& Co., LLC
Dr Bond
Dated: , 2022
* 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 2022 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 2022 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 836 of 1451
MATURITIES,PRINCIPAL AMOUNTS,INTEREST RATES,
PRICES,YIELDS AND INITIAL CUSIP NUMBERS*t
$ Series 2022A Serial Bonds
Due Principal Interest Initial
(September 1) Amount • Rate Price Yield CUSIP Number -
2023 $ 593235
2024 593235
2025 593235
2026 593235
2027 593235
2028 593235
2029 593235
2030 593235
2031 593235
2032 593235
2033 593235
2034 593235
2035 593235
2036 593235
2037 593235
2038 0593235
2039 593235
2030 593235
2041 593235
2042 593235
2043 593235
2044 593235
2045 593235
$ Series 2022A Term Bonds
$ % Series 2022A Term Bond Due September 1,20_—Price: /Yield: %
Initial CUSIP Number: 593235
$ % Series 2022A Term Bond Due September 1,2052—Price: /Yield: %
Initial CUSIP Number: 593235
Page 837 of 1451
$ Series 2022B Serial Bonds
Due Principal Interest Initial
(September 1) Amount Rate Price Yield CUSIP Number
2023 $ 593235
2024 593235
2025 593235
2026 593235
2027 593235
2028 593235
2029 593235
2030 593235
2031 593235
2032 593235
2033 593235
2034 593235
2035 593235
2036 593235
2037 593235
2038 593235
2039 593235
<.: $ Q Series 2022B Term Bonds
$ % Series 2022B Tenn Bond Due September 1,20 —Price: /Yield: %
Initial CUSIP Number: 593235
$ %Series 2022B Term Bond Due September 1,2045—Price: /Yield: %
Initial CUSIP Number: 593235
* Preliminary, subject to change.
t CUSIP® is a registered trademark of the American Bankers Association. CUSIP numbers have been assigned
by an independent company not affiliated with the City or the Underwriters and are included solely for the
convenience of the holders of the Series 2022 Bonds. Neither the City nor the Underwriters is responsible for
the selection or uses of the CUSIP numbers assigned to the Series 2022 Bonds, and no representation is made
as to their correctness on the Series 2022 Bonds or as indicated above. The CUSIP number for a specific
maturity is subject to change after issuance of the Series 2022 Bonds as a result of various subsequent actions
including,but not limited to, a refunding in whole or in part of the Series 2022 Bonds.
Page 838 of 1451
CITY OF MIAMI BEACH,FLORIDA
MAYOR
Dan Gelber
VICE MAYOR
Kristen Rosen Gonzalez
CITY COMMISSION
Ricky Arriola,Commissioner
Alex J. Fernandez, Commissioner.
Steven Meiner,Commissioner
David Richardson, Commissioner
Mark Samuelian, Commissioner
ADMINISTRATION
City Manager Deputy City Manager Assistant City Manager
Alina T. Hudak Eric T.Carpenter,P.E. Lester Sola
City Attorney City Clerk Chief Financial Officer
Rafael A.Paz,Esquire., Rafael E.Granado,Esquire . John Woodruff,MBA
Parking Director
Monica Beltran
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. RSM US LLP
Miami,Florida Miami,Florida
Page 839 of 1451
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 2022 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 statements in this Official Statement involving estimates,
assumptions or 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 or opinions will be realized or fulfilled. Any information, estimates,
assumptions or 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 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 2022
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 tie'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 2022 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 2022 BONDS
FROM REGISTRATION OR QUALIFICATION IN CERTAIN STATES CANNOT BE REGARDED AS
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
i
Page 840 of 1451
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 2022 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'2022 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 2022 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 2022
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 INFORMATION PERMITTED TO BE OMITTED PURSUANT
TO RULE 15c2-12(b)(1).
a o
11
Page 841 of 1451
TABLE OF CONTENTS
Page
INTRODUCTION 1
PURPOSE OF THE ISSUE 2
General. 2
Series 2022 Project. - 3
Plan of Refunding. 4
ESTIMATED SOURCES AND USES OF FUNDS 5
DESCRIPTION OF THE SERIES 2022 BONDS 5
General. 5
Redemption Provisions. 6
Book-Entry-Only System 8
Discontinuance of Book-Entry Only System 11
SECURITY AND SOURCES OF PAYMENT 11
General. 11
Flow of Funds. 13
Reserve Account. 14
Rate Covenant. 15
Additional Bonds 16
Refunding Bonds 18
Limited Obligations 18
Other Parity Indebtedness. 19
Subordinated Indebtedness. 19
Modifications or Supplements to Bond Resolution. 19
MUNICIPAL BOND INSURANCE 20
BOND INSURANCE CONSIDERATIONS 20
THE PARKING SYSTEM. 21
General. 21
Organization. J , • 22
Operations. 25
Facilities. 25
Parking Rates 25
Current Developments 28
Future Plans for Parking Projects. 28
Parking System Covenants. 29
Summary Statement of Revenues and Expenses. 32
NET REVENUES,DEBT SERVICE AND DEBT SERVICE COVERAGE. 35
Historical Net Revenues and Debt Service Coverage. 35
Projected Net Revenues and Debt Service Coverage 36
DEBT SERVICE SCHEDULE 37
RISK FACTORS 38
General. 38
Limited Obligation of City 38
Parking System Financing. 38
THE CITY 40
General. 40
City Government. 41
PENSION AND OTHER POST EMPLOYMENT BENEFITS. 41
Defined Benefit Plans. 41
Other Retirement and Compensation Plans. 50
In
Page 842 of 1451
Other Post Employment Benefits 51
CERTAIN INVESTMENT CONSIDERATIONS. 55
COVID-19 55
Climate Change. 57
Cybersecurity 59
TAX MATTERS 61
General. 61
Risk of Future Legislative Changes and/or Court Decisions. 62
Original Issue Discount and Original Issue Premium. 63
FINANCIAL STATEMENTS 64
CONTINUING DISCLOSURE 64
LITIGATION. 64
LEGAL MATTERS. 64
ENFORCEABILITY OF REMEDIES. 65
RATINGS. 66
UNDERWRITING. 66
VERIFICATION OF MATHEMATICAL COMPUTATIONS. 67
FINANCIAL ADVISOR 67
CONTINGENT FEES 67
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY LAWS. 1 67
AUTHORIZATION CONCERNING OFFICIAL STATEMENT. 67
MISCELLANEOUS. 68
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 Annual Comprehensive Financial Report of the City of
Miami Beach,Florida for the Fiscal Year Ended September 30,2021 B-1
APPENDIX C - The Resolution. , C-1 ,
APPENDIX D - Proposed Form of Opinion of Bond Counsel. D-1
APPENDIXEE - Proposed Form of Opinion of Disclosure Counsel. E-1
APPENDIX F - Form of Disclosure Dissemination Agent Agreement F-1
iv
Page 843 of 1451
OFFICIAL STATEMENT
relating to
CITY OF MIAMI BEACH,FLORIDA
$ * $ *
Parking Revenue Bonds Parking Revenue Refunding Bonds,
Series 2022A Taxable Series 2022B
INTRODUCTION
The purpose of this Official Statement, including the cover page and all appendices, is to set forth
certain information relating to the City of Miami Beach,Florida(the"City"),the facilities owned or leased
by the City for public parking of automobiles and other motor vehicles upon payment of a fee or charge
for the privilege of parking, excluding Separate Parking Facilities (as hereinafter defined) (the "Parking
System")and the sale by the City of its$ *aggregate principal amount of Parking Revenue
Bonds, Series 2022A (the "Series 2022A Bonds") and $ * aggregate principal amount of
Parking Revenue Refunding Bonds, Taxable Series 2022B (the "Series 2022B Bonds" and, collectively
with the Series 2022A Bonds,the"Series 2022 Bonds"). The Series 2022 Bonds are being issued pursuant
to the Constitution and Laws of the State of Florida(the"State"), including Chapter 166, Florida Statutes,
as amended, the City of Miami Beach Charter (collectively, the "Act") and other applicable provisions of
law, and pursuant and subject to the terms and conditions of Resolution No. 2010-27491 adopted by the
Mayor and City Commission of the City(collectively,the"City Commission")on September 20,2010(the
"Bond Resolution") and Resolution No. 2022- adopted by the City Commission on May , 2022
(the "Series 2022 Resolution" and, collectively with the Bond Resolution, the "Resolution"). For a
complete description of the terms and conditions of the Series 2022 Bonds and the provisions of the
Resolution, see "APPENDIX C -The Resolution."
•
The Series 2022 Bonds will be issued in book-entry only form and purchasers of the Series 2022
Bonds will not receive certificates representing their ownership interests in the Series 2022 Bonds
purchased. The Series 2022 Bonds will contain such other terms and provisions, including provisions
regarding redemption, as described in"DESCRIPTION OF THE SERIES 2022 BONDS"herein.
The City has previously issued pursuant to the Bond Resolution and Resolution No. 2015-29176
adopted by the City Commission on October 14, 2015 its $58,825,000 original principal amount of City
of Miami Beach, Florida Parking Revenue Bonds, Series 2015 (the "Outstanding Series 2015 Bonds"),
$58,425,000 of which will be Outstanding immediately prior to issuance of the Series 2022 Bonds. The
Series 2022 Bonds, [any of the Outstanding Series 2015 Bonds that are not refunded upon issuance of the
Series 2022B Bonds (the "Unrefunded Series 2015 Bonds")] and any Additional Bonds and Refunding
Bonds hereafter issued are collectively referred to herein as the "Bonds."
The principal of and interest on the Series 2022 Bonds will be secured by a lien on and pledge of
the Pledged Revenues as described herein,on a parity with the other Outstanding Bonds,Alternative Parity
Debt or parity Short-Term Indebtedness that may be issued from time to time under the Bond Resolution;
provided, however, that if the City determines that (i) no deposit shall be made to the Reserve
Account in connection with the issuance of the Series 2022 Bonds,or either Series of the Series 2022
* Preliminary, subject to change.
Page 844 of 1451
•
Bonds,the Series 2022 Bonds,or such Series,shall not be secured by,or entitled to any benefit from,
amounts, Reserve Account Insurance Policies or Reserve Account Letters of Credit held in the
Reserve Account for the benefit of other Bonds issued and Outstanding under the Bond Resolution
(as such terms are defined herein) or (ii) a deposit of proceeds of the Series 2022 Bonds, or either
Series of the Series 2022 Bonds, or of a Reserve Account Insurance Policy, or any combination
thereof,shall be made into a separate subaccount within the Reserve Account for the sole benefit of
the Holders of the,,Series 2022 Bonds, or either Series of the Series 2022 Bonds, the Series 2022
Bonds,or such Series, shall be secured by such separate subaccount and shall not be secured by,or
entitled to any benefit from,amounts,Reserve Account Insurance Policies or Reserve Account Letters
of Credit held in the Reserve Account for the benefit of other Bonds issued and Outstanding under
the Bond Resolution. See "SECURITY AND SOURCES OF PAYMENT - General" and "- Reserve
Account"herein.
The Series 2022 Bonds shall be limited obligations of the City payable solely from the Pledged
Revenues. The Series 2022 Bonds shall not colistitute an indebtedness of the City, the County, the State
or any political subdivision thereof within the meaning of any constitutional or statutory provision or
limitation and the faith and credit of the City, the County, the State or any political subdivision thereof is
not pledged to the payment of the principal of or interest on the Series 2022 Bonds. See "SECURITY
AND SOURCES OF PAYMENT -Limited Obligations"herein.
The City may elect to purchase a municipal bond insurance policy (the "Bond Insurance
Policy")to be delivered by a municipal bond insurance provider(the"Bond Insurer") concurrently
with the delivery of the Series 2022 Bonds, or either Series of the Series 2022 Bonds, to guarantee
timely payment of the principal of and interest on the Series 2022 Bonds,or such Series, or one or
more maturities of the Series 2022 Bonds,or of either Series of the Series 2022 Bonds,and may elect
to.satisfy any Reserve Account Deposit Requirement upon issuance of the Series 2022 Bonds with a
Reserve Account Insurance Policy. See "SECURITY AND SOURCES OF PAYMENT - Reserve
Account" and "MUNICIPAL BOND INSURANCE" herein.
Thissintroduc*ian is intended to serve as a brief description of this Official Statement and is . a
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 2022 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 meanings ascribed
to such terms in the Resolution. See"APPENDIX C -The Resolution."
•
PURPOSE OF THE ISSUE
General .
The Series 2022A Bonds are being issued by the City for the purpose of providing funds,together
with any other legally available moneys of the City,to(i)fmance a portion of the Cost of constructing the
Improvements described in Exhibit A to the Series 2022 Resolution (collectively, the "Series 2022
2
Page 845 of 1451
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 such Improvements,as more particularly
described below in "The Series 2022 Project;" (ii) fund a deposit to the Reserve Account, if necessary
(including any Reserve Account Insurance Policy determined by the City to be advisable) to satisfy the
portion of the Reserve Account Requirement relating to the Series 2022A Bonds (see"SECURITY AND
SOURCES OF PAYMENT-Reserve Account"herein);and(iii)pay the costs of issuing the Series 2022A
Bonds,including the portion of the premium allocable to the Series 2022A Bonds for any municipal bond
insurance policy or Reserve Account Insurance Policy that may be obtained in connection with the issuance
of the Series 2022A Bonds(see"ESTIMATED SOURCES AND USES OF FUNDS"and"MUNICIPAL
BOND INSURANCE"herein).
The Series 2022B Bonds are being issued for the purpose of providing funds, together with any
other legally available moneys of the City, to (i) provide for the advance refunding of all* of the
Outstanding Series 2015 Bonds, as more particularly described below in "Plan of Refunding" (the
"Refunded Bonds"); (ii) fund a deposit to the Reserve Account, if necessary (including any Reserve
Account Insurance Policy determined by the City to be advisable) to satisfy the portion of the Reserve
Account Requirement relating to the Series 2022B Bonds (see "SECURITY AND SOURCES OF
PAYMENT - Reserve Account" herein); and (iii) pay the costs of issuing the Series 2022B Bonds and
refunding the Refunded Bonds,including the portion of the premium allocable to the Series 2022B Bonds
for any municipal bond insurance policy or Reserve Account Insurance Policy that may be obtained in
connection with the issuance of the Series 2022B Bonds.
Series 2022 Project
The Improvements constituting the Series 2022 Project consist of a new parking structure that is
part of the City-owned 72nd Street Community Complex and any related Improvements. The 72nd Street
Community Complex is a signature development for the City, designed to highlight the City's prime
Atlantic ocean views, renowned beaches and lively urban environment. The Complex will integrate a
multi-level,500+space parking garage that will constitute the major component of the Series 2022 Project,
a rooftop aquatic center with recreational and compftition pools and a significant neighborhood open
greenspace, while incorporating a community center, a library and a fitness center. The multi-level 500+
space parking garage is designed to be concealed from public views, while maintaining easy access from
the signalized intersection at 72nd Street.
The Commission may determine by resolution to undertake authorized capital improvements to the
Parking System in addition to and/or in lieu of the Improvements or any portion of the Improvements
described herein as constituting the Series 2022 Project. The Series 2022 Project will be included among
the facilities of the Parking System. See"THE PARKING SYSTEM - General" herein.
The portion of the proceeds of the Series 2022A Bonds that is to be used to pay the Costs of the
Series 2022 Project will be deposited into the Series 2022A Construction Subaccount of the Series 2022
Construction Account of the Construction Fund established under the Series 2022 Resolution. Until
withdrawn to pay Costs of the Series 2022 Project in accordance with the Resolution, the proceeds of the
Series 2022 Bonds deposited into the Series 2022A Construction Subaccount will be held in trust and
subject to the Iien and pledge of the Resolution created for the benefit of the holders of the Series 2022
Bonds.
* Preliminary, subject to change. 3
Page 846 of 1451
Plan of Refunding
A portion of the proceeds of the Series 2022 Bonds, together with other legally available moneys,
will be used to provide for the advance refunding and defeasance of the Refunded Bonds. The City will
provide for the Refunded Bonds to be redeemed on September 1, 2025 at a redemption price equal to one
hundred percent(100%) of the principal amount of the Refunded Bonds, without premium.
To effect the advance refunding of the Refunded Bonds,the City will enter into an Escrow Deposit
Agreement(the "Escrow Deposit Agreement")on or prior to the delivery of the Series 2022B Bonds with
U.S. Bank Trust Company, National Association (the "Escrow Agent"). Pursuant to the terms of the
Escrow Deposit Agreement, on the date of issuance of the Series 2022B Bonds, the City will deposit a
portion of the proceeds of the Series 2022B Bonds, together with other legally available moneys, into an
escrow deposit trust fund to be maintained by the Escrow Agent (the "Escrow Deposit Trust Fund"). A
portion of such proceeds and other legally available moneys will be applied on the date of delivery of the
Series 2022B Bonds to the purchase of Government Obligations, 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 September 1,2025,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, in the opinion of Bond Counsel,rendered in reliance
upon schedules verified as to accuracy by (the "Verification Agent"),
the Refunded Bonds will no longer be Outstanding under the provisions of the Bond 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 any of the Series
2022 Bonds [or the Unrefunded Series 2015 Bonds.]
The Refunded Bonds consist of the following:* •
Maturity Principal Maturity Principal
(September 1) Amount (September 1) Amount
2022 $ 200,000 2030 $ 1,560,000
2023 1,110,000 2031 1,635,000
2024 1,165,000 2032 1,715,000
2025 1,220,000 2033 1,805,000
2026 1,280,000 2034 1,895,000
2027 1,345,000 2035 1,990,000
2028 1,415,000 2040°" 11,540,000
2029 1,485,000 2045W'W 27,065,000
(1) Term Bonds.
* Preliminary, subject to change. 4
Page 847 of 1451
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 2022 Bonds:
Sources of Funds
Par Amount of Series 2022 Bonds $
[Net] Original Issue Discount/Premium
Other Legally Available Moneye
Total Estimated Sources of Funds $
Uses of Funds
Deposit to Series 2022A Construction Subaccountm $
Deposit to Escrow Deposit Trust Fundm
Deposit to Reserve Account(4)
Deposit to Series 2022A Cost of Issuance Accountm
Deposit to Series 2022B Cost of Issuance Account 6
Underwriters' Discountm
Total Estimated Uses of Funds $
(1) Represents
(2) See"PURPOSE OF THE ISSUE- Series 2022 Project"herein.
(3) See"PURPOSE OF THE ISSUE-Plan of Refunding"herein.
(4) See"SECURITY AND SOURCES OF PAYMENT-Reserve Account"herein.
(5) To pay certain costs of issuance of the Series 2022A Bonds, including, without limitation, printing costs,
bond counsel fees, disclosure counsel fees, fees of The financial advisor and rating agencies and any `'
premiums paid to the Bond Insurer for issuance of the Bond Insurance Policy and the Reserve Account
Insurance Policy allocable to the Series 2022A Bonds.
(6) To pay certain costs of issuance of the Series 2022B Bonds, including, without limitation, printing costs,
bond counsel fees, disclosure counsel fees, fees of the financial advisor and rating agencies and any
premiums paid to the Bond Insurer for issuance of the Bond Insurance Policy and the Reserve Account
Insurance Policy allocable to the Series 2022B Bonds.
(7) Includes the fees of Underwriters' Counsel.
DESCRIPTION OF THE SERIES 2022 BONDS
General
The Series 2022 Bonds will be dated their date of delivery. The Series 2022 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 2022 Bonds is payable semiannually commencing on
September 1, 2022 and on each March 1 and September 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 Trust
Company, National Association, Fort Lauderdale, Florida, to serve as the paying agent and as the bond
registrar for the Series 2022 Bonds (collectively, the "Bond Registrar").
5
Page 848 of 1451
In any case where the maturity date of, or the date for the payment of the principal of or interest
on the Series 2022 Bonds,or the date fixed for redemption of the Series 2022 Bonds shall not be a business
day,then payment of such interest or principal or redemption price need not be made by the Bond Registrar
on such date but may be made on the next succeeding business day with the same force and effect as if
made on the date of maturity or the date fixed for redemption, and no interest shall accrue for the period
after such date of maturity or redemption.
The Series 2022 Bonds will be issued as fully registered bonds,without coupons,in denominations
of$5,000 or any whole 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 2022 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
2022 Bonds shall be in book-entry only form, the principal of and interest on the Series 2022 Bonds will
be payable to Cede&Co. (or such other nominee selected by DTC), as registered owner thereof, and will
be distr.;buted by DTC and the DTC Participants to the Beneficial Owners (as such terms are hereinafter
defined). See"DESCRIPTION OF THE SERIES 2022 BONDS—Book-Entry Only System"herein.
Redemption Provisions
Optional Redemption
The Series 2022 Bonds maturing on or before September 1, 20_are not subject to redemption
prior to maturity. The Series 2022 Bonds maturing on or after September 1, 20 are subject to
redemption prior to maturity, at the option of the City, on or after September 1, 20_, in whole or in part
at any time, in any order of maturity selected by the City and by lot or by such other manner as the Bond
Registrar shall deem appropriate within a maturity, at a redemption price equal to one hundred percent
(100%) of the principal amount of the Series 2022 Bonds to be redeemed, together with accrued interest
to the date fixed for redemption and without premium.
Mandatory Sinking Fund Redemption(t) -.•
The Series 2022A Bonds maturing on September 1, 20 are subject to mandatory sinking fund
redemption prior to maturity, in part, by lot or by such other manner as the Bond Registrar shall deem
appropriate, through the application of Amortization Requirements, at a redemption price equal to one
hundred percent (100%) of the principal amount thereof, on September 1 of each year in the following •
amounts and in the years specified:
Due Amortization
(September 1) Requirement
*
* Final maturity.
The Series 2022A Bonds maturing on September 1, 2052 are subject to mandatory sinking fund
redemption prior to maturity, in part, by lot or by such other manner as the Bond Registrar shall deem
(t) Preliminary, subject to change. 6
Page 849 of 1451
appropriate, through the application of Amortization Requirements, at a redemption price equal to one
hundred percent (100%) of the principal amount thereof, on September 1 of each year in the following
amounts and in the years specified:
Due Amortization
(September 1) Requirement
*
* Final maturity.
The Series 2022B Bonds maturing on September 1, 20 are subject to mandatory sinking fund
redemption prior to maturity, in part, by lot or by such other manner as the Bond Registrar shall deem
appropriate, through the application of Amortization Requirements, at a redemption price equal to one
hundred percent (100%) of the principal amount thereof, on September 1 of each year in the following
amounts and in the years specified:
Due Amortization
(September 1) Requirement
*
* Final maturity.
The Series 2022B Bonds maturing on September 1, 2045 are subject to mandatory sinking fund
redemption prior to maturity, in part, by lot or by such other manner as the Bond Registrar shall deem
appropriate, through the application of Amortization Requirements, at a redemption price equal to one
hundred percent (100%) of the principal amount thereof, on September 1 of each year in the following
amounts and in the years specified:
Due Amortization
(September 1) Requirement
*
* Final maturity.
Notice of Redemption
Mailing of Notice of Redemption. At least thirty (30) days, but not more than sixty (60) days,
before the redemption date, a notice of any such redemption, in whole or in part, signed by the Chief
Financial Officer,shall be(a)filed with the Bond Registrar and(b)mailed,first class mail,postage prepaid,
to all registered owners of Series 2022 Bonds (which, so long as DTC shall act as securities depository for
the Series 2022 Bonds, shall be Cede & Co.) to be redeemed at their addresses as they appear on the
•
7
Page 850 of 1451
•
registration books of the Bond Registrar. Failure so to mail any such notice to any registered owner shall
not affect the validity of the proceedings for such redemption.
Each such notice shall specify the redemption date and the place or places where amounts due upon
such redemption will be payable and, if less than all of the Series 2022 Bonds,are to be redeemed, the
numbers or other distinguishing marks of such Series 2022 Bonds to be redeemed in part and the respective
portions thereof to be redeemed. Subject to the next succeeding paragraph, such notice shall further state _
that on such date there shall become due and payable upon each of the Series 2022 Bonds to be redeemed
the redemption price or the specified portions thereof in the case of Series 2022 Bonds to be redeemed in
part only, together with interest accrued to the redemption date, and that from and after such date interest
thereon shall cease to accrue and be payable on such Series 2022 Bonds or portions thereof so redeemed.
In the case of an optional redemption of the Series 2022 Bonds, the redemption notice may state
that(a)it is conditioned upon the deposit of moneys with the Bond Registrar or with a bank, trust company
or other appropriate fiduciary institution acting as escrow agent(the"escrow agent"),in amounts necessary
to effect the redemption,no later than the redemption date, or(b)the City retains the right to rescind such
notice on or prior to the scheduled redemption date(in either case, a"Conditional Redemption"),and such
notice and optional redemption shall be of no effect if such moneys are not so deposited or if the notice
is rescinded as described in this paragraph. Any such notice of Conditional Redemption shall be captioned
"Conditional Notice of Redemption." Any Conditional Redemption may be rescinded at any time prior
to the redemption date if the City delivers a written direction to the Bond Registrar directing the Bond
Registrar to rescind the redemption notice. The Bond Registrar shall give prompt notice of such rescission
to the affected Bondholders. Any Series 2022 Bonds subject to Conditional Redemption where redemption
has been rescinded shall remain Outstanding, and neither the rescission nor the failure by the City to make
such moneys available shall constitute an Event of Default under the Resolution.
Effect of Calling for Redemption. On the date so designated for redemption, notice having been
filed and mailed in the manner and under the conditions described above,the Series 2022 Bonds so called
for redemption shall become and be due and payable at the redemption price provided for redemption of
such Series 2021-Bonds on such date and, moneys for payment of the redemption price being held in a - .
separate accounts by the Chief Financial Officer or by the Bond Registrar in trust for the Holders of the
Series 2022 Bonds to be redeemed, all as provided in the Resolution, interest on the Series 2022 Bonds
so called for redemption shall cease to accrue,such Series 2022 Bonds shall cease to be entitled to any lien,
benefit or security under the Resolution and the Holders or registered owners of such Series 2022 Bonds
shall have no rights in respect thereof except to receive payment of the redemption price thereof and
accrued interest thereon.
Book-Entry Only System
The following description of the procedures and record keeping with respect to beneficial
ownership interests in the Series 2022 Bonds,payment of the principal of and interest on the Series 2022
Bonds to DTC Participants or Beneficial Owners(as such terms are hereinafter defined)of the Series 2022
Bonds, confirmation and transfer of beneficial ownership interests in the Series 2022 Bonds and other
related transactions by and between DTC, the DTC Participants and the Beneficial Owners of the Series
2022 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 2022 Bonds. The Series 2022 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
8
Page 851 of 1451
Series 2022 Bond certificate will be issued for each maturity of the Series 2022 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 securities 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
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 2022 Bonds under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Series 2022 Bonds on DTC's records. The ownership
interest of each actual purchaser of each Series 2022 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 2022 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
2022 Bonds, except in the event that use of the book-entry system for the Series 2022 Bonds is
discontinued.
To facilitate subsequent transfers,all Series 2022 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 2022 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 2022 Bonds. DTC has no knowledge of the actual Beneficial Owners
of the Series 2022 Bonds; DTC's records reflect only the identity of the Direct Participants to whose
accounts such Series 2022 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 2022 Bonds may wish to take certain steps to augment the
9
Page 852 of 1451
transmission to them of notices of significant events with respect to the Series 2022 Bonds, such as
redemptions, defaults and proposed amendments to the documents securing the Series 2022 Bonds. For
example,Beneficial Owners of the Series 2022 Bonds may wish to ascertain that the nominee holding the
Series 2022 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 2022
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 2022 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 2022 Bonds are credited on the record date (identified in a listing attached to the
Omnibus Proxy).
Principal and interest payments on the Series 2022 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
City or the Bond Registrar 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 Bond Registrar 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 Bond Registrar, disbursement of such payments to Direct Participants shall be the responsibility of
DTC, and disbursement of such payments to the Beneficial Owners shall be thte.-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 NOR THE BOND REGISTRAR WILL HAVE ANY
RESPONSIBILITY OR OBLIGATION TO ANY DTC PARTICIPANT OR THE PERSONS FOR
WHOM THEY ACT AS NOMINEES WITH RESPECT TO THE SERIES 2022 BONDS IN
RESPECT OF THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC
PARTICIPANT,THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT IN
RESPECT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2022 BONDS, ANY
NOTICE WHICH IS PERMITTED OR REQUIRED TO BE GIVEN TO BONDHOLDERS UNDER
THE BOND RESOLUTION,THE SELECTION BY DTC OR ANY DTC PARTICIPANT OR ANY
PERSON TO RECEIVE PAYMENT IN THE EVENT OF A PARTIAL REDEMPTION OF THE
SERIES 2022.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
2022 BONDS, AS NOMINEE OF DTC, REFERENCES IN THIS OFFICIAL STATEMENT TO
THE BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2022 BONDS SHALL
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Page 853 of 1451
MEAN CEDE &CO.,AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES
2022 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 2022 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 2022 Bond certificates. In such
event,the City shall prepare and execute,and the Bond Registrar shall authenticate,transfer and exchange,
Series 2022 Bond certificates as requested by DTC in appropriate amounts and within the guidelines set
forth in the Bond Resolution. DTC may also determine to discontinue providing its services with respect
to•the Series 2022 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 2022 Bond certificates as described herein.
In the event Series 2022 Bond certificates are issued, the provisions of the Bond Resolution shall
apply to, among other things, the transfer and exchange of such certificates 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 2022 Bonds
to any DTC Participant having Series 2022 Bonds credited to its DTC account;or(ii)to arrange for another
securities depository to maintain custody of certificates evidencing the Series 2022 Bonds.
SECURITY AND SOURCES OF PAYMENT
General
The Bonds issued under the Bond Resolution are limited obligations of the City, payable solely
•from and secured by a lien upon and pledge of Net Revenues.,,and all moneys held in the respective Funds
and Accounts established under the Bond Resolution other than the Subordinated Indebtedness Account
and the Arbitrage Rebate Fund (collectively, the "Pledged Revenues"). See "APPENDIX C - The
Resolution"for a further description of the sources of funds pledged as security for the Bonds and referred
to herein as the Pledged Revenues. The Series 2022 Bonds are payable from and secured by the Pledged
Revenues on a parity with the Outstanding Bonds and any other Bonds, Alternative Parity Debt or parity
Short-Term Indebtedness that may be issued from time to time under the Bond Resolution; provided,
however, that if the City determines that (i) no deposit shall be made to the Reserve Account in
connection with the issuance of the Series 2022 Bonds,or either Series of the Series 2022 Bonds,the
Series 2022 Bonds,or such Series,shall not be secured by,or entitled to any benefit from, amounts,
Reserve Account Insurance Policies or Reserve Account Letters of Credit held in the Reserve
Account for the benefit of other Bonds issued and Outstanding under the Bond Resolution (as such
terms are defined herein) or (ii) a deposit of proceeds of the Series 2022 Bonds, or either Series of
the Series 2022 Bonds,or of a Reserve Account Insurance Policy, or any combination thereof, shall
be made into a separate subaccount within the Reserve Account for the sole benefit of the Holders
of the Series 2022 Bonds, or either Series of the Series 2022 Bonds, the Series 2022 Bonds, or such
Series,shall be secured by such separate subaccount and shall not be secured by, or entitled to any
benefit from,amounts,Reserve Account Insurance Policies or Reserve Account Letters of Credit held
in the Reserve Account for the benefit of other Bonds issued and Outstanding under the Bond
Resolution. •
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Page 854 of 1451
"Net Revenues"is defined in the Bond Resolution as being, for any particular period, the amount
of Revenues for such period less Current Expenses for such period.
"Revenues" is defined in the Bond Resolution as all moneys received by the City in connection
with or as a result of its ownership or operation of the Parking System, including, but not limited to, the
income derived by the City from the direct fees and charges made for parking, all indirect revenues
received through the supplying of any other services legally suppliable by the City to users of the Parking
System, all rents received by the City from the rental of space comprising any part of the Parking System,
including receipts from concessionaires, all fees received by the City from the management by other parties
of all or any part of the Parking System, income received by the City from parking violation fines imposed
upon users of the Parking System which under State law may be applied to purposes consistent with the
Bond Resolution, Federal Direct Payments received by the City, any proceeds of use and occupancy
insurance on the Parking System or any part thereof,payments made to the City under Interest Rate Swap
arrangements, and income from investments made under the Bond Resolution; provided, however,
Revenues shall not include grants, contributions or donations, investment income from investments of
moneys on deposit in the Construction Fund and the Subordinated Indebtedness Account, proceeds of
insurance (except use and occupancy insurance) and condemnation awards, moneys held in the
Subordinated Indebtedness Account and in any Arbitrage Rebate Fund created pursuant to the Bond
Resolution, proceeds of sales of property constituting a part of the Parking System, and the proceeds of
Bonds or other System Debt; and provided further, however, Revenues shall not include Federal Direct
Payments for purposes of the calculations of Net Revenues in connection with the issuance of Additional
Bonds and Refunding Bonds and in connection with the rate covenant. No Federal Direct Payments will
be received by the City with respect to the Series 2022 Bonds.
"Current Expenses" is defined in the Bond Resolution as the City's reasonable and necessary
current expenses of maintenance, repair and operation of the Parking System and shall include, without
limiting the generality of the foregoing, all ordinary and usual expenses of maintenance, repair and
operation, which may include expenses not annually recurring, any reasonable payments to pension or
retirement funds properly chargeable to the Parking System, insurance premiums, engineering expenses •
relating to maintenance, repair and operation, management fees paid by the City to any,independent
operators or managers of any part of the Parking System, fees and expenses of the Bond Registrar and
Escrow Agent,legal and accounting expenses,expenses incurred in the collection of parking violation fines
imposed on users of the Parking System which under State law may be applied to purposes consistent with
the Bond Resolution, costs of complying with the continuing disclosure requirements under the Rule, any
fees,fines,or penalties lawfully imposed on the Parking System,any taxes which may be lawfully imposed
on the Parking System or its income or operations and reserves for such taxes, annual fees for the
maintenance of Credit Facilities,Liquidity Facilities,Reserve Account Insurance Policies,Reserve Account
Letters of Credit or Interest Rate Swaps(other than payments due under an Interest Rate Swap on a parity
with interest due on the Bonds and termination payments thereunder), and any other expenses required to
be paid by the City in connection with the Parking System under the provisions of the Bond Resolution
or by law, including any amounts required from time to time to pay arbitrage rebate to the United States
of America directly or to fund the Arbitrage Rebate Fund, but shall not include any reserves for
extraordinary maintenance or repair, or any allowance for depreciation, or any administrative expenses
payable to the City's General Fund, or any deposits or transfers to the credit of the Debt Service Account,
the Reserve Account, or the Subordinated Indebtedness Account.
"Parking System"is defined in the Bond Resolution as the City's parking system pursuant to which
parking facilities are made available by the City for public parking of automobiles and other motor vehicles
upon payment of a fee or charge for the privilege of parking,whether such facilities are owned by the City,
leased by the City as lessor or lessee, or consist of parking spaces on public streets (whether such streets
are City streets, County roads or State roads) for which the City lawfully charges a parking fee by meter
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Page 855 of 1451
or otherwise, and shall (i) include the Project, any Improvements and any Separate Parking Facilities
consolidated with the Parking System pursuant to Section 709 of the Bond Resolution, and(ii)exclude any
Separate Parking Facilities not so consolidated with the Parking System.
Flow of Funds
The City maintains a special fund designated the "Parking System Enterprise Fund" (the
"Enterprise Fund"). The Bond Resolution establishes within the Enterprise Fund the Debt Service Account
(and within the Debt Service Account,the Bond Service Subaccount and the Redemption Subaccount), the
Reserve Account and the Subordinated Indebtedness Account. The Bond Resolution also establishes the
Construction Fund. All such Funds and Accounts are held by the City; no independent trustee has been
appointed to hold the moneys in such Funds and Accounts for the benefit of the Bondholders.
The City deposits all Revenues collected from the operation of the Parking System into the
Enterprise Fund. Not later than the twentieth (20`") day of each month, the City withdraws from the
Enterprise Fund (except for an amount equal to the next two (2) month's Current Expenses under the
Annual Budget, which amount shall be held for the payment of Current Expenses) the amounts required
to make the deposits described below,or if the available amounts on deposit in the Enterprise Fund are less
than the required amounts, the entire balance of the Enterprise Fund(other than the amount required to be
retained therein for the payment of Current Expenses) and deposits the funds withdrawn in the following
order:
(a) To the Bond Service Subaccount of the Debt Service Account, an amount which
will equal one-sixth(1/6) of the interest payable on the Bonds of each Series on the next Interest
Payment Date,plus one-twelfth (1/12) or, if principal is payable semiannually, one-sixth (1/6), of
the next maturing installment of principal on all Serial Bonds then Outstanding;provided,however,
that in each month intervening between the date of delivery of Bonds and the next succeeding
Interest Payment Date or principal payment date, respectively, the amount specified in this
subparagraph shall be the amount which,when multiplied by the number of deposits to the credit
of the Bond Service Subaccount required to be made during such.respective periods, as provided
above, will equal the amounts required (taking into account any amounts received as accrued
interest or capitalized interest from the proceeds of the Bonds) for such next succeeding interest
payment and next maturing installment of principal, respectively;
(b) To the Redemption Subaccount of the Debt Service Account,an amount which will
equal one-twelfth(1/12) or, if any Bonds are required to be retired semiannually, one-sixth (1/6),
of the principal amount of Term Bonds of each Series required to be retired in satisfaction of the
Amortization Requirements,if any, for such Fiscal Year;
(c) To the Reserve Account, the amount, if any, as may be required to make the
amount deposited to the credit of the Reserve Account in such month equal to the Reserve Account
Deposit Requirement for such month; provided, however, that if the Reserve Account Deposit
Requirement is being satisfied by the restoration of any amounts drawn or paid under a Reserve
Account Insurance Policy or a Reserve Account Letter of Credit,there shall be paid to the provider
thereof such amount,if any, of any balance remaining after the deposits under clauses(a)and(b)
above, as may be required to cause the Reserve Account Deposit Requirement to be satisfied; and
(d) To the Subordinated Indebtedness Account, an amount, if any, equal to the sum
of one-twelfth(1/12)of the principal,redemption premium,if any,and interest coming due on any
Subordinated Indebtedness during the succeeding twelve(12)month period and the amount,if any,
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Page 856 of 1451
required to be deposited in any special reserve subaccount established within the Subordinated
Indebtedness Account.
If the amount deposited in any month to the credit of any of the Accounts or subaccounts created
under the Bond Resolution shall be less than the amount required to be deposited under the foregoing
provisions of this Section,the requirement therefor shall nevertheless be cumulative and the amount of any
deficiency in any month shall be added to the amount otherwise required to be deposited in each month
thereafter until such time as all such deficiencies have been satisfied.
Reserve Account
Under the Bond Resolution, the City has established the Reserve Account within the Enterprise
Fund. The Reserve Account is held for the benefit of all Bonds Outstanding, except (i) for a Series of
Bonds that is not secured by the Reserve Account, and (ii) that the Series Resolution for one or more
particular Series .of Bonds may establish a separate subaccount within the Reserve Account for such
particular Series of Bonds and, in such event, such Series of Bonds shall be secured only by the moneys
held for the credit of such subaccount and by no other amounts held for the credit of the Reserve Account,
and the Bonds Outstanding of any other Series will have no claim whatsoever on the moneys held for the
credit of such separate subaccount in the Reserve Account. No separate subaccount is being established
within the Reserve Account for the benefit of the Series 2022 Bonds.
The Reserve Account Requirement under the Bond Resolution is an amount equal to the lesser of
(i) the Maximum Principal and Interest Requirements for all Bonds Outstanding secured by the Reserve
Account in the current or any subsequent Fiscal Year, or(ii)the maximum amount allowed to be funded
from Bond proceeds under the Code; provided, however, that if the Series Resolution corresponding to a
Series of Bonds provides for the establishment of a separate subaccount in the Reserve Account to secure
only such Series of Bonds (with such Series of Bonds having no claim on the other moneys deposited to
the credit of the Reserve Account), the Reserve Account Requirement for such Series of Bonds shall be
calculated as set forth in the corresponding Series Resolution; and provided further that, if the Series
Resolution-corresponding to a Series of Bonds provides that such Series of Bonds shall not be secured by) .
the Reserve Account or any separate subaccount therein, the Reserve Account Requirement shall be
calculated without taking into account such Series of Bonds.
Upon the issuance of a Series of Bonds,unless funded from the proceeds of such Series of Bonds,
the City is required to provide for the funding of the Reserve Account in equal monthly installments over
a period of twelve (12) months (the "Reserve Account Deposit Requirement") in an amount equal to the
increase in the Reserve Account Requirement resulting from the issuance of such Series of Bonds,unless
the Series Resolution for such Series of Bonds establishes a separate subaccount in the Reserve Account
to secure only such Series of Bonds (with such Series of Bonds having no claim on the other moneys
deposited to the credit of the Reserve Account). If the Reserve Account contains less than the Reserve
Account Requirement, then the City is required to make deposits therein from the Enterprise Fund each
month (after making deposits to the Debt Service Account), of one-twelfth(1/12) of the deficiency, until
the Reserve Account Requirement is met.
Moneys held for the credit of the Reserve Account will first be used for the purpose of paying the
interest on and the principal of the Bonds which are secured by the Reserve Account whenever and to the
extent that the moneys held for the credit of the Bond Service Subaccount shall be insufficient for such
purpose and thereafter for the purpose of making deposits to the credit of the Redemption Subaccount in
respect of such Bonds whenever and to the extent that withdrawals from the Enterprise Fund are
insufficient for such purposes;provided,however,that moneys held for the credit of a separate subaccount
in the Reserve Account shall be applied to the foregoing purposes and in the foregoing manner, but only
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Page 857 of 1451
for the benefit of the Series of Bonds for which such separate subaccount was established. Unless
otherwise specified by a Series Resolution, if the moneys held in the Reserve Account exceed the Reserve
Account Requirement,such excess is required to be withdrawn and deposited to the credit of the Enterprise
Fund.
The Bond Resolution permits the City to provide all or a portion of the Reserve Account
Requirement by depositing in the Reserve Account(or any subaccount therein)an insurance policy, surety
bond, letter of credit or other acceptable evidence of insurance maintained by the City, in lieu of or in
partial substitution for cash or securities on deposit in the Reserve Account(or the applicable subaccount
therein), covering such amount of the Reserve Account Requirement; provided, however, that the entity
providing such facility is, at the time of so providing, of sufficient credit quality to enable debt backed by
its facilities to be rated in one of the two highest rating categories(without regard to any gradations within
such categories)by Fitch Ratings Inc., S&P Global Ratings or Moody's Investors Service, Inc.
In the event that upon the occurrence of any deficiency in the Debt Service Account, the Reserve
Account is then funded with one or more Reserve Account Insurance Policies and/or Reserve Account
Letters of Credit, the City or the Bond Registrar, as applicable pursuant to the provisions of any such
facilities, shall, on the Interest Payment Date or principal payment date or redemption date to which such
deficiency relates, draw upon or cause to be paid under such facilities, on a pro-rata basis thereunder, an
amount sufficient to remedy such deficiency, in accordance with the terms and provisions of such facilities
and any corresponding reimbursement or other agreement governing such facilities;provided however,that
if at the time of such deficiency the Reserve Account is only partially funded with one or more Reserve
Account Insurance Policies and/or Reserve Account Letters of Credit, prior to drawing on such facilities
or causing payments to be made thereunder, there shall first be applied any cash and securities on deposit
in the Reserve Account to remedy the deficiency and, if after such application a deficiency still exists, the
City or the Bond Registrar, as applicable, shall make up the balance of the deficiency by drawing on such
facilities or causing payments to be made thereunder, as provided in this paragraph.
Notwithstanding anything to the contrary contained in the Bond Resolution, the Series Resolution
for a Series of Bonds may provide that such.Series of Bonds shall not be secured by the Reserve Account
or any subaccount therein and, in such event, such Series of Bonds shall not be secured by the Reserve
Account or any subaccount therein and shall not have.a claim upon any moneys held for the credit of the
Reserve Account or any subaccount therein and such moneys shall not be applied for the benefit of such
Series of Bonds.
The City will, on the date of issuance of the Series 2022 Bonds, (i)deposit into the Reserve Account
from proceeds of the Series 2022 Bonds an amount equal to the Reserve Account Requirement for the .
Series 2022 Bonds, (ii) in lieu of such a deposit or any portion thereof deposit a Reserve Account
Insurance Policy, or (iii) determine that the Series 2022 Bonds shall not be secured by the Reserve
Account, nor any separate subaccount created therein and, therefore, no deposit of proceeds of the Series
2022 Bonds or of a Reserve Account Insurance Policy shall be made into the Reserve Account. The
decision of whether any deposit into the Reserve Account shall be required and, if so, the form of such
deposit, shall be made at the time of pricing of the Series 2022 Bonds, based on market conditions existing
at such time. If a Reserve Account Insurance Policy is purchased, additional information relating to the
Reserve Account Insurance Policy will be included in the Official Statement.
Rate Covenant
The City has covenanted in the Bond Resolution that it will fix,charge and collect reasonable rates
and charges for the use of the services and facilities furnished by the Parking System and that from time
to time, and as often as it shall appear necessary, it will adjust such rates and charges by increasing or
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Page 858 of 1451
decreasing the same or any selected categories of rates and charges so that the Net Revenues (excluding
from the computation of Current Expenses for any Fiscal Year any amount received from any source other
than Revenues and applied to the payment of Current Expenses in such Fiscal Year) will be sufficient to
provide an amount in each Fiscal Year at least equal to one hundred thirty-five percent (135%) of the
Principal and Interest Requirements on all Bonds then Outstanding for such Fiscal Year and one hundred
percent(100%) of all amounts required to be deposited to the Reserve Account(or paid to the provider of
a Reserve Account Insurance Policy or Reserve Account Letter of Credit) and Subordinated Indebtedness
Account for such Fiscal Year.
If in any Fiscal Year the Net Revenues are less than the amount required under the preceding
paragraph, within thirty(30) days of the receipt of the audit report for such Fiscal Year(which may be the
City's Consolidated Audited Financial Report relating to the Parking. System), the City is required to
employ a Rate Consultant,,to review and analyze the fmancial status and operations of the Parking System,
and to submit, within sixty(60)days thereafter, a written report to the City recommending revisions of the
rates,fees and charges of the Parking System and the methods of operation of the Parking System that will
result in producing the amount so required in the following Fiscal Year. Promptly upon its receipt of such
recommendations,the City is required to transmit copies thereof to the City Manager,the Parking Director
and the Chief Financial Officer and to revise its rates, fees and charges, or alter its methods of operation
and take such other action as will conform with such recommendations.
If the City fails to comply with the recommendations of the Rate Consultant,the registered owners
of not less than ten percent (10%) in principal amount of all Bonds then Outstanding may institute and
prosecute an action or proceeding in any court or before any board or commission having jurisdiction to
compel the City to comply with the recommendations and the requirements of the preceding paragraph.
If the City complies with all recommendations of the Rate Consultant in respect to its rates, fees,
charges and methods of operation, the failure of Net Revenues to meet the rate covenant described above
shall not constitute an Event of Default so long as the Revenues, together with available moneys in the
Funds and Accounts created under the Bond Resolution,other than the Construction Fund and the Arbitrage
Rebate Fund, are sufficient to pay in cash the Current Expenses and to,ray the Principal and Interest
Requirements on all Bonds Outstanding under the Bond Resolution and other System Debt for such Fiscal
Year.
Additional Bonds
Additional Bonds of the City may be issued from time to time under and secured by the Bond
Resolution, on a parity as to the pledge of the Net Revenues with the Bonds and any Alternative Parity
Debt and parity Short-Term Indebtedness that may be issued and then Outstanding under the Bond
Resolution, subject to the conditions described below,for the purpose of paying all or any part of the Cost
of any Improvements and the funding, as necessary, of the Reserve Account.
Before any Additional Bonds are permitted to be issued under the Bond Resolution, the City
Commission shall adopt a Series Resolution authorizing the issuance of such Additional Bonds and there
shall be filed with the City, among other things,the following:
(a) a certificate of the Chief Financial Officer, an Accountant or the Rate Consultant
demonstrating that either (i) (A) the percentage derived by dividing the Net Revenues for any
period of twelve (12) consecutive months selected by the City out of the eighteen (18) months
preceding the delivery of such certificate by the Maximum Principal and Interest Requirements,
including the Principal and Interest Requirements with respect to the Additional Bonds then to be
delivered, for any future Fiscal Year is not less than one hundred ten per centum(110%)and(B)
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Page 859 of 1451
the percentage derived by dividing the Net Revenues projected for the Parking System for the
Fiscal Year following the Fiscal Year in which the Completion Date of the Improvements to be
fmanced by the Additional Bonds then to be delivered is expected to occur, including the Net
Revenues attributable to the Improvements, as certified by the Rate Consultant, adjusted as
permitted below,by the Maximum Principal and Interest Requirements,including the Principal and
Interest Requirements with respect to the Additional Bonds then to be delivered, for any future
Fiscal Year is not less then one hundred fifty per centum (150%); or (ii) the percentage derived,
by dividing the Net Revenues for any period of twelve (12) consecutive months selected by the
City out of the eighteen (18) months preceding the delivery of such certificate, by the Maximum
Principal and Interest Requirements,including the Principal and Interest Requirements with respect
to the Additional Bonds then to be delivered, for any future Fiscal Year is not less than one
hundred fifty per centum (150%) (the period during which Net Revenues are determined being
referred to hereinafter as the"Measurement Period"); and
(b) if the certificate described in,(a)(i) above is being delivered, a certificate of the
Rate Consultant setting forth the projected Net Revenues for the Fiscal Year following the Fiscal
Year in which the Completion Date of the Improvements to be financed by the Additional Bonds
then to be delivered is expected to occur;
(c) a certificate of the Chief Financial Officer to the effect that no event of default
under the Bond Resolution and no event which with the passage of time, the giving of notice or
both would become an event of default, has occurred within the twelve(12) consecutive calendar
months prior to the date of such certificate and is continuing, or, if any such event or event of
default has occurred and is continuing, that the issuance of such Series of Additional Bonds will
cure the same; and
(d) an opinion of the City Attorney or Bond Counsel that the issuance of such
Additional Bonds has been duly authorized and that all conditions precedent to the delivery of such
Additional Bonds have been fulfilled.
In determining whether to execute and deliver the certificate mentioned in paragraph(a)above,the
following adjustments to Net Revenues may be made:
(1) If the City, prior to the issuance of the proposed Additional Bonds, shall have
increased the rates, fees, rentals or other charges for the services of the Parking System, the Net
Revenues for the Measurement Period shall be adjusted to show the Net Revenues which would
have been derived from the Parking System in such Measurement Period as if such increased rates,
fees, rentals or other charges for the services of the Parking System had been in effect during all
of such Measurement Period.
(2) If the City shall have acquired or has contracted to acquire any privately or
publicly owned existing automobile parking facilities, then the Net Revenues derived from the
Parking System during the Measurement Period shall be increased by addition to the Net Revenues
for the Measurement Period of the Net Revenues which would have been derived from said
existing automobile parking facilities as if such existing automobile parking facilities had been a
part of the Parking System during the Measurement Period. For the purposes of this paragraph,
the Net Revenues derived from said existing automobile parking facilities during the Measurement
Period shall be adjusted by deducting the cost of operation and maintenance of said existing
automobile parking facilities from the gross revenues of said existing automobile parking facilities
in the same manner provided in the Bond Resolution for the determination of Net Revenues.
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Page 860 of 1451
(3) If the City, in connection with the issuance of Additional Bonds, shall enter into
a contract (with a duration not less than the fmal maturity of such Additional Bonds) with any
public or private entity whereby the City agrees to furnish services in connection with any
automobile parking facilities, then the Net Revenues of the Parking System during the
Measurement Period shall be increased by the least amount which said public or private entity shall
guarantee to pay in any one year for the furnishing of said services by the City, after deducting
therefrom the proportion of operating expenses and repair, renewal and replacement, cost
attributable in such year to such services. Such payments shall be deemed to be Net Revenues of
the Parking System and pledged for the Bonds in the same manner as other Net Revenues of the
Parking System.
For a more detailed description of the conditions required to be satisfied in connection with the
issuance of Additional Bonds and the effect of issuing such Bonds, see"APPENDIX C -The Resolution"
and, in particular, Sections 209 of the Bond Resolution. The Series 2022A Bonds are being issued as
Additional Bonds.
Refunding Bonds
Under the provisions of the Bond Resolution, Refunding Bonds of the City may be issued under
and secured by the Bond Resolution, on a parity as to the pledge of the Net Revenues with the Bonds and
any Alternative Parity Debt and parity Short-Term Indebtedness that may be issued under the Bond
Resolution, for the purpose of refunding all or a portion of any Bonds Outstanding of any one or more
Series, funding the Reserve Account, if necessary, and paying any expenses in connection with such
refunding.
Before any Refunding Bonds are permitted to be issued under the Bond Resolution, the City
Commission shall adopt a Series Resolution authorizing the issuance of such Refunding Bonds and there
shall be filed with the City, among other things, (A) either: (i)a certificate of the Chief Financial Officer
that the issuance of the Refunding Bonds will result in a decrease in total Principal and Interest
Requirements for all Bonds Outstanding, or (ii) the certificates required by,(a), (b) and (c) under the
caption"Additional Bonds"above;provided,however,that with respect to the certificates required by(a)(i)
and (b), the projected Net Revenues shall be computed for the Fiscal Year immediately following the
issuance of the Refunding Bonds; (B) an opinion of the City Attorney or Bond Counsel that the issuance
of such Refunding Bonds has been duly authorized and that all conditions precedent to the delivery of such
Refunding Bonds have been fulfilled and (C) an opinion of Bond Counsel to the effect that upon the
issuance of such Refunding Bonds and the application of the proceeds thereof, the Bonds to be refunded
will no longer be deemed to be Outstanding under the Bond Resolution and that the issuance of the
Refunding Bonds will not adversely affect the exclusion of interest on any Bonds then Outstanding from
gross income for federal income tax purposes.
For a more detailed description of the conditions required to be satisfied in connection with the
issuance of Refunding Bonds and the effect of issuing such Bonds, see "APPENDIX C -The Resolution"
and, in particular, Sections 210 of the Bond Resolution. The Series 2022B Bonds are being issued as
Refunding Bonds.
Limited Obligations
The City is obligated to pay the principal of and interest on the Series 2022 Bonds solely from the
Pledged Revenues. The Series 2022 Bonds shall not constitute an indebtedness of the City, the County,
the State or any political subdivision thereof within the meaning of any constitutional or statutory provision
or limitation and the faith and credit of the City, the County, the State or any political subdivision thereof
18
Page 861 of 1451
is not pledged to the payment of the principal of or interest on the Series 2022 Bonds. Issuance of the
Series 2022 Bonds shall not directly, indirectly or contingently obligate the City, the County, the State or
any political subdivision thereof to levy or to pledge any form of taxation whatever therefor, nor shall the
Series 2022 Bonds constitute a charge, lien or encumbrance, legal or equitable, upon any property of the
City, the County, the State or any political subdivision thereof, except as provided in the Resolution.
Other Parity Indebtedness
In addition to the issuance of Additional Bonds and Refunding Bonds, the City may issue other
obligations on a parity with the Series 2022 Bonds and other Bonds Outstanding under the Bond Resolution
as long as such obligations are issued in accordance with the provisions of the Bond Resolution authorizing
their issuance as parity indebtedness. Such obligations include the issuance of Convertible Bonds and
Alternative Parity Debt that satisfy the conditions established in the Bond Resolution for the issuance of
Additional Bonds or Refunding Bonds. Such obligations also include the issuance of Short-Term
Indebtedness without the deliveryryof the certificates described under the captions "Additional Bonds" or
"Refunding Bonds"above as long as immediately following the issuance of such Short-Term Indebtedness,
the outstanding principal amount of all Short-Term Indebtedness does not exceed ten per cent(10%)of the
Net Revenues of the Parking System, as shown on the Annual Budget for the current Fiscal Year.
For a more detailed description of the other types of indebtedness that\may be issued from time
to time on a parity with the Series 2022 Bonds and other Bonds Outstanding under the Bond Resolution,
in addition to Additional Bonds and Refunding Bonds, and the tests applicable to the issuance of such other
types of indebtedness, see "APPENDIX C - The Resolution" and, in particular, Section 211 of the Bond
Resolution.
Subordinated Indebtedness
The City may issue obligations under the Bond Resolution that are secured by the Net Revenues
without satisfying the conditions for the issuance of Additional Bonds, Refunding Bonds or Alternative
Parity Debt so long as such obligations are issued as Subordinated Indebtedness. Subordinated e,-
Indebtedness is payable solely from amounts on deposit in the Subordinated Indebtedness Account. Net
Revenues may be deposited in the Subordinated Indebtedness Account only after the deposit of amounts
required to be made to the accounts securing the Bonds or Alternative Parity Debt. As a result, the lien
on Net Revenues in favor of Subordinated Indebtedness is junior and subordinate to the pledge of and lien
on Net Revenues in favor of the Outstanding Bonds, the Series 2022 Bonds and any other Bonds or
Alternative Parity Debt issued under the Bond Resolution.
Modifications or Supplements to Resolution -
Except as set forth in the third(3rd)succeeding paragraph below, no supplemental resolution may
be adopted by the City Commission for the purpose of modifying, altering, amending, adding to or
rescinding, in any particular, any of the terms or provisions of the Bond Resolution or of any resolution
supplemental thereto without the consent in writing of the Holders of not less than a majority in aggregate
principal amount of the Bonds then Outstanding;provided,however,that no such supplemental resolution
shall permit,or be construed as permitting(i)an extension of the maturity of the principal of or the interest
on any Bond, (ii) a reduction in the principal amount of any Bond or the redemption premium or the rate
of interest thereon, (iii)the creation of a superior or parity pledge or lien to the pledge and lien created by
the Bond Resolution, other than as permitted by the Bond Resolution, (iv) a preference or priority of any
Bond or Bonds over any other Bond or Bonds, or(v)a reduction in the aggregate principal amount of the
Bonds required for consent to such supplemental resolution.
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Page 862 of 1451
The consent of the Holders of any Additional Bonds or Refunding Bonds issued under the Bond
Resolution shall be deemed given if the underwriters or initial purchasers for resale consent in writing to
such supplemental resolution and the nature of the amendment effected by such supplemental resolution
is disclosed in the official statement or other offering document pursuant to which such Additional Bonds
or Refunding Bonds are offered and sold to the public.
In addition, for purposes of providing the written consent of the.Holders of any Series of Bonds
to any supplemental resolution modifying, altering, amending, adding to or rescinding, in any particular,
any of the terms or provisions of the Bond Resolution or of any resolution supplemental thereto, to the
extent any Series of Bonds is secured by a Credit Facility,so long as the issuer of such Credit Facility shall
not be in default in its obligations under such Credit Facility,the consent of the issuer of the Credit Facility
for such Series of Bonds shall constitute the consent of the Holders of such Bonds.
Notwithstanding the foregoing,the City may,from time to time,without the consent of the Holders
of any Series of Bonds or providers of Credit Facilities, Liquidity Facilities, Reserve Account Insurance
Policies or Reserve Account Letters of Credit,amend,change,modify or alter the Bond Resolution for any
of the specifically authorized reasons set forth in Sections 1001(a)through(1)of the Bond Resolution. See
"APPENDIX C -The Resolution."
MUNICIPAL BOND INSURANCE
The City may elect to purchase the Bond Insurance Policy. If purchased, the Bond Insurance
Policy shall be delivered by the Bond Insurer concurrently with the delivery of the Series 2022 Bonds and
shall guarantee timely payment of the principal of and interest on the Series 2022 Bonds, either Series of
the Series 2022 Bonds,or one or more maturities of the Series 2022 Bonds or of either Series of the Series
2022 Bonds. The decision of whether to purchase the Bond Insurance Policy shall be made at the time of
pricing of the Series 2022 Bonds,based on market conditions existing at such time. If the Bond Insurance
Policy is purchased,additional information relating to the Bond Insurance Policy and the Bond Insurer will
be provided in the Official Statement.
BOND INSURANCE CONSIDERATIONS
Assuming the Bond Insurance Policy is purchased,the following information describes certain risk
factors relating to the Series 2022 Bonds insured by the Bond Insurance Policy(the "Insured Series 2022
Bonds"). For a description of other risk factors to be considered in connection with a purchase of the
Series 2022 Bonds, see "RISK FACTORS"herein.
In the event of default of the payment of the principal of or interest on the Insured Series 2022
Bonds when all or any portion becomes due, any owner of the Insured Series 2022 Bonds shall have a
claim under the Bond Insurance Policy for such payment. However, in the event of any acceleration of
the due date of such principal by reason of mandatory or optional redemption or acceleration resulting from
default or otherwise, other than any advancement of maturity pursuant to a mandatory sinking fund
payment,the Insured Series 2022 Bonds shall be paid in such amounts and at such times as such payments
would have been due had there not been any such acceleration. The payment of principal and interest in
connection with a mandatory or optional prepayment of the Insured Series 2022 Bonds by the City which
is recovered by the City from the Owner of such Insured Series 2022 Bonds as a voidable preference under
applicable bankruptcy law is expected to be covered by the Bond Insurance Policy. However, such
payments will be made by the Bond Insurer at such time and in such amounts as would have been due
absent such prepayment by the City, unless the Bond Insurer chooses to pay such amounts on an earlier
date.
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In the event the Bond Insurer becomes obligated to make payments with respect to the Insured
Series 2022 Bonds, no assurance is given that such event will not adversely affect the market price of any
of the Series 2022 Bonds or the marketability(liquidity) of any of the Series 2022 Bonds.
Under most circumstances, default of payment of principal and interest does not obligate
acceleration of the obligations of the Bond Insurer without appropriate consent. So long as the Bond
Insurer shall not be in default in the payment obligations under the Bond Insurance Policy, the Bond
Insurer shall be deemed to be the Holder of all Insured Series 2022 Bonds for the purposes of determining
remedies under the Bond Resolution.
The obligations of the Bond Insurer are general obligations of the Bond Insurer. In an event of
default by the Bond Insurer, the remedies available may be limited by applicable bankruptcy law or other
similar laws related to insolvency. In the event the Bond Insurer is unable to make payment of principal
and interest as such payments become due under the Bond Insurance Policy,the Insured Series 2022 Bonds
are payable solely from the Pledged Revenues, in the manner and to the extent provided in the Resolution.
The ratings on the Insured Series 2022 Bonds that result from the issuance of the Bond Insurance
Policy are dependent in part on the financial strength of the Bond Insurer and its claims paying ability.
The Bond Insurer's financial strength and claims paying ability are predicated upon a number of factors
which could change over time. No assurance is given that the long-term ratings of the Bond Insurer and
of the ratings on the Insured Series 2022 Bonds will not be subject to downgrade. Any such downgrade
could adversely affect the market price of the Insured Series 2022 Bonds or the marketability (liquidity)
of the Insured Series 2022 Bonds. See"RATINGS"herein.
Neither the City nor the Underwriters have made an independent investigation into the claims
paying ability of the Bond Insurer and no assurance or representation regarding the financial strength or
projected financial strength of the Bond Insurer is given. Thus, when making an investment decision,
potential investors should carefully consider the ability of the City to pay principal and interest on the
Insured Series 2022 Bonds and the claims paying ability of the Bond Insurer, particularly over the life of
the investment. See"MUNICIPAL 3OND INSURANCE"herein for further information provided by the •
Bond Insurer and the Bond Insurance Policy, which includes further instructions for obtaining current
financial information concerning the Bond Insurer.
THE PARKING SYSTEM
General
The Parking System includes all parking facilities made available by the City for public parking
of automobiles and other motor vehicles upon payment of a fee or charge for the privilege of parking,
whether such facilities are owned by the City, leased by the City as lessor or lessee, or consist of parking
spaces on public streets (whether such streets are City streets, County roads or State roads) for which the
City lawfully charges a parking fee by meter or otherwise, and any space within such parking facilities
which is intended to be used as retail space as of the date of issuance of the Series 2022 Bonds, and shall
(i)include the Series 2022 Project,any Improvements and any Separate Parking Facilities consolidated with
the Parking System pursuant to the Bond Resolution and (ii) exclude any Separate Parking Facilities not
so consolidated with the Parking System.
At the time of issuance of the Series 2022 Bonds,the excluded Separate Parking Facilities consist
of the four (4) parking facilities located at (i) Seventh Street and Collins Avenue, (ii) Sixteenth Street
between Washington Avenue and Collins Avenue, (iii)Fifth Street and Alton Road and(iv) Collins Park.
In addition, the City Commission may by resolution determine to own or operate additional Separate
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Parking Facilities; provided, however, that prior to the adoption of any such resolution designating any
facility as a Separate Parking Facility,there shall be delivered to the City Manager a certificate of the Chief
Financial Officer containing such officer's determination that the ownership and operation of such Separate
Parking Facility will not have a material adverse impact on the Net Revenues of the Parking System and
stating the Chief Financial Officer's reasons for such determination. The City Commission also may by
resolution determine to change the status of any Separate Parking Facility not consolidated with the Parking
System to a Separate Parking Facility that shall be consolidated wjth the Parking System pursuant to the ,
Bond Resolution.
The City may incur debt to acquire or improve Separate Parking Facilities without compliance with
any test or limit contained in the Bond Resolution so long as such debt is payable solely from the revenues
generated by such Separate Parking Facilities and the holders of such debt have no recourse and are in no
way payable from the Revenues of the Parking System. The revenues, current expenses and debt service
associated with the Separate Parking Facilities and any debt of the City incurred therefor shall not be
included in Revenues, Current Expenses and Principal and Interest Requirements under the Bond
Resolution.
Any of the Separate Parking Facilities may be consolidated with the Parking System upon
demonstration of compliance with the tests for the incurrence of Additional Bonds contained in the Bond
Resolution. In determining such compliance, the revenues and current expenses of the Separate Parking
Facility shall be included in computing Net Revenues and the debt service on any debt payable from
revenues of such Separate Parking Facility shall be included in Principal and Interest Requirements.
Currently,the Separate Parking Facility located at Seventh Street and Collins Avenue is under consideration
to be consolidated with the Parking System pursuant to the Bond Resolution. If the Separate Parking
Facility located at Seventh Street and Collins Avenue is determined to be consolidated, such consolidation
is expected to occur in Fiscal Year 2023.
Organization
The City's Parking Department(the"Department")gis the single largest provider of parking in the
City, serving residential, commercial, visitor and tourist parking needs. The Department is comprised of
three (3) divisions: administration, on-street parking and off-street parking. The Department has ninety
(90) full time positions, twenty-four (24) part-time positions and [approximately / over] hundred
( ) contract employees who manage and operate sixty-six (66) surface parking lots and twelve (12)
parking garages. There are twenty (20) residential parking permit zones within the City. See "THE
PARKING SYSTEM - Facilities" herein. The Department is also responsible for ensuring that the
regulations governing parking within the City are followed and operates a parking enforcement unit for
such purpose. The budget for the Department for Fiscal Year 2022 is approximately$45.0 million.
The City exercises exclusive jurisdiction, control and supervision over the Parking System. The
City Commission has the legal authority to fix rates, fees and charges, and to acquire, construct, finance
and operate the Parking System and any additions thereto,without supervision or regulation by the County
or the State or any other political subdivision thereof, or by any other commission, board, bureau or
agency.
The City uses the concept of private sector expertise with public sector oversight. The City has
a parking management team consisting of a Director, an Assistant Director, a Senior Operations Manager,
three(3)Parking Operations Managers,and thirteen(13)Parking Operations Supervisors, all of whom are
employees of the City. The City has competitively bid for contract services, including,but not limited to
cashiers, attendants, supervisors, security services,janitorial services and landscaping services, with the
objective being to obtain the best value for such contract services at the lowest cost. The City manages
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and operates all municipal parking facilities by retaining all operating controls. All contracts are based on
a unit price - either through an hourly rate or set unit price - and all contracts may be terminated at the
convenience of the City,with thirty(30)days'prior notice. [Contractors also may terminate their contracts
for the reasons and after the prior notice provided in each contract.] Towing services are also outsourced
by the City.
The Department is managed by the City Manager, the Deputy City Manager in charge_of the
Department, the Director and the Assistant Director of the Department. Certain matters also may be
handled by the City's Chief Financial Officer. In addition to overseeing the office of the Assistant
Director, the Director of the Department specifically manages the Department's finances, revenue
collections, purchasing and payroll matters. She also specifically oversees the Department's human
resources,labor relations,organizational development,customer relations,public information,meter rentals,
sales and marketing activities. The Assistant Director of the Department specifically manages all(i)aspects
of(a)on-street parking operations, including meter installations,repairs,maintenance and collections, and
(b) off-street parking operations, including issues relating to safety, cleanliness and affordable service; (ii)
matters relating to (a) enforcement of parking rules and regulations and traffic flow and (b) private
contracts to provide services for the Parking System; and (iii) parking-related sign installations,
maintenance and removals, light maintenance,painting, striping and pressure cleaning.
In addition to being in charge of the Department, the Deputy City Manager overseeing the
Department is also responsible for the following departments of the City: Building, Code Compliance,
Economic Development, and Planning.
Set forth below is a description of the management officials of the City who are responsible for
the operation of the Parking System:
Mina T. Hudak, City Manager. Ms. Hudak was appointed City Manager for the City in April
2021, after serving as Assistant City Manager for the City since February 2020, overseeing several major
departments, including the Public Works Department. Prior to her employment with the City,Ms. Hudak
a .spent 35 years serving in various upper management and leadership positions for Miami-Dade County.
Her career began with the.County in 1984-as a management trainee. In 1993, she was appointed Assistant
County Manager and, in 1996, was appointed Director of the General Services Administration, one of the
County's largest and most complex operational responsibilities,then composed of seven divisions and over
800 employees. In 1998, she returned to the County Manager's Office as an Assistant County Manager,
where she led an extensive procurement reform effort that culminated in the creation of improved and
expedited procurement legislation. In 2011, Ms. Hudak was appointed County Manager to ensure County
business continuity and excellence during a transformation in leadership and governance. Prior to
accepting the position as Assistant City Manager for the City, Ms. Hudak served as a Deputy Mayor for
Miami-Dade County.
Winning a myriad of accolades from national and local community organizations, Ms. Hudak has
been a trailblazer as the first woman Director of a large operational department for Miami-Dade County,
the first Hispanic woman appointed Assistant County Manager, and the first woman to serve as County
Manager. Ms. Hudak led Miami-Dade County's nationally-recognized response to the ZIKA emergency
in 2016,recognized by the Centers for Disease Control and Prevention as the only government to eradicate
the disease transmission successfully. She also led the County's largest debris removal effort after
Hurricane Irma in 2017. Ms. Hudak holds a Bachelor's degree in Business Administration and a Master's
degree in Public Administration, both from the University of Miami.
Eric T. Carpenter, P.E., Deputy City Manager. Mr. Carpenter was appointed Deputy City
Manager for the City in July 2021. Mr Carpenter served as Assistant City Manager for the City from
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August 2015 until his promotion to Deputy City Manager. Prior to his employment with the City, Mr.
Carpenter served as the Director of Public Works for the City of Doral, Florida from 2006 to 2013. Prior
to his employment with the City of Doral, Mr. Carpenter worked in the private sector as an engineering
consultant in the environmental, stormwater, and geotechnical fields. He has over 24 years of experience
in the industry. Mr. Carpenter has served for 15 years as a member of the Board of Directors,and is a Past
Chair of the South Florida Branch of the American Public Works Association. He has received numerous
awards and accolades and, in 2010, was awarded the Government Engineer of the Year Award by the
Miami-Dade County Chapter of the American Society of Civil Engineers. Mr. Carpenter received his
Bachelor of Science in Civil Engineering, with a minor in Chemistry, from the University of Maryland.
He received his license as a Professional Engineer in Florida in 2004.
Lester Sola, Assistant City Manager. Mr. Sola was appointed Assistant City Manager for the
City in September 2021. Mr Sola has close to three decades of experience in public service, serving in
various high level management positions. Prior to his employment with the City,since February 2018,Mr.
Sola served as the Director and CEO of the Miami-Dade County Aviation Department, overseeing one of
the country's busiest international passenger and cargo airports and four general aviation airports that
collectively generate $33.7 billion in business revenue and support more than 280,000 direct and indirect
jobs. From January 2015 to January 2018, Mr. Sola served as Director of the Miami-Dade County Water
and Sewer Department,the largest utility in the southeastern United States. In such position,Mr. Sola was
responsible for providing high-quality drinking water and wastewater disposal services to more than 2.3
million residents, businesses and visitors. He managed more than 2,700 employees, with an annual
operating budget of$796 million,and led the largest capital improvement program in Miami-Dade County
history, completing nearly 1,000 capital projects worth more than $1.1 billion. Prior to his appointment
to the Water and Sewer Department, Mr. Sola served as Director of the Internal Services Department for
Miami-Dade County from August 2011 to May 2015, where he managed an operating budget of$370
million, capital projects totaling over$400 million and more than 850 employees.
Mr. Sola has served in several other key positions for Miami-Dade County, including Supervisor
of Elections from January 2003 through August 2011, Deputy Director of the Department of Business
Development from July 2001)to.,January 2003, and Assistant to the County Manager from December 1998
to February 2001. Mr. Sola received his Bachelor of Arts in Public Administration and Master in Public
Administration from Florida International University.
John Woodruff,Chief Financial Officer. Mr. Woodruff was appointed Chief Financial Officer
for the City in February 2017. Mr. Woodruff previously served as Interim Chief Financial Officer for the
City from September 2015 through January 2016. Mr. Woodruff also served as the Director of the Office
of Budget and Performance Improvement for the City from 2013 through March 2016,prior to leaving the
City to become the Director of the Office of Management and Budget for the City of San Antonio, Texas.
Prior to joining the City, Mr. Woodruff served as co-owner of Panama Realtor Property Management
Services from August 2012 to June 2013. He also served in various capacities for Pinellas County,Florida,
including serving as Director of the Pinellas County Office of Management and Budget from April 2007
to July 2012 and as a Manager in such office from April 2002 to April 2007. Prior to employment in
Florida, Mr. Woodruff served in various positions for the City of San Antonio, Texas, including serving
as a Senior Budget and Management Analyst in the Office of Management and Budget for the City of San
Antonio from February 2000 to April 2002 and as a Budget and Management Analyst in such office from
January 1998 to February 2000. He also interned with the U.S.Department of Commerce,the International
Affairs Department for the City of San Antonio and the Mayor's Office for the City of San Antonio. Mr.
Woodruff received a Master of Business Administration, in International Business, from the University of
Texas at San Antonio and a Bachelor of Arts in History from the University of Texas at Austin.
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Monica Beltran,Parking Director. Monica Beltran was appointed Parking Director for the City
in October 2020. Ms. Beltran served as Assistant Parking Director for the City from December 2014 to
her appointment as Director. Prior to joining the City, Ms. Beltran served in various capacities with the
Miami-Dade County Aviation Department in a career that spanned over thirty-five(35)years. During her
tenure with County government, Ms. Beltran served as Landside Operations Supervisor from 1987 -2006
and as Director of Landside Operations from 2006-2014. Among other responsibilities, Ms. Beltran was
responsible for the management of public roadways, ground transportation and employee and public
parking at the Miami International Airport. Ms. Beltran also served as the airport's American with
Disabilities Act Coordinator. Ms. Beltran holds Bachelor of Arts degrees in French and Spanish and a
Master of Public Administration from Florida International University. She has been recognized by the
National Parking Association as a Certified Parking Professional.
Alberto Ventura,Assistant Parking Director. Alberto Ventura was appointed Assistant Parking
Director for the City in December 2021. Prior to his appointment, Mr. Ventura served as Senior Parking
Operations Manager for the City from November 2013 to December 2021 and Parking Operations Manager
from July 2008 to November 2013. Before joining the City, Mr. Ventura worked for the Miami Parking
Authority where his last assignment was Parking Director for the Jackson Health System. Mr.Ventura has
over 24 years of parking experience, all in a supervisory capacity. Mr. Ventura is a veteran of the U.S
Navy honorably discharged after four(4)years of service.
Operations
A major portion of the Revenues collected annually is received from on-street parking, which
provides varying enforcement hours that range from twenty-four(24)hours in certain areas to limited hours
such as 9:00 a.m. to 3:00 a.m. and 8:00 a.m. to 6:00 p.m., depending on the area. See"THE PARKING
SYSTEM-Parking Rates"herein. The Department also collects Revenues from off-street parking,which
includes the issuance of monthly parking permits. [The Department also sells virtual residential parking
permits enforced through vehicle tags for certain on-street parking and off-street parking spaces]. In
addition, a limited number of parking spaces are leased to private organizations, provided such an
arrangement is legally permissible and practical, from a financial and operational perspective. Other
sources of Revenue include,among others,citation revenue,administrative fees,bike sharing contracts,and
towing fees.
Facilities
The Parking System currently consist of 17,044 parking spaces. Of this total,9,640 were metered
spaces on streets and in off-street lots and 7,404 were spaces contained in twelve(12) garages. All City
garages are equipped with state-of-the-art revenue control systems that include ticket dispensers, card
readers central cashiering, pay-on-foot machines and a mobile payment option.
Parking Rates
Historical debt service coverage for the Parking System has been at ample levels, which has
allowed the City to fund several projects from revenues of the Parking System. One notable example of
the strength of revenues of the Parking System historically is the City Hall Garage ("CHG") located on
Meridian Avenue and 17th Street. The CHG supports the City Center area of the City and was fully
funded without debt. Construction of the CHG was funded with impact fees, excess Net Revenues and
funds provided by the Miami Beach Redevelopment Agency.
Rates of the Parking System are reviewed as part of the budget process from various perspectives,
including, without limitation: (i) Revenues versus Current Expenses and the overall financial position of
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the Enterprise Fund; (ii) local private and public sector rates; and (iii) other communities with similar
economic generators and land uses. If the internal review warrants further examination, a rate analysis is
conducted by a reputable and nationally recognized firm, which is typically, an engineering firm with
experience as a parking consultant. The firm's recommendations are analyzed by City staff and thereafter,
provided to the City Commission.
Additionally,the Parking System receives parking fine revenue from the Miami-Dade County Clerk
of Courts, the entity that performs all processing, collection and adjudication of parking fines for all
jurisdictions in the County. The City receives two-thirds (2/3) and the State receives one-third(1/3)of all
revenues collected for parking fines assessed within the City.
The City Commission has identified traffic congestion throughout the City as a priority issue.
Studies have shown that up to thirty percent (30%) of traffic congestion is attributable to drivers seeking
parking opportunities ("circling the block"). Further congestion is caused by drivers pulling into and out
of on-street parking spaces. With the goal of reducing on-street parking demand,the City has implemented
a demand pricing strategy. In the busy areas such as South Beach and the eastern portion of Mid-Beach,
on-street parking rates are set at levels sufficiently higher than off-street parking rates to provide incentive
for drivers to park off-street. The goal is to provide incentive for drivers to use parking lots and garages,
thereby reducing on-street parking demand. Hence, only those drivers willing to pay a premium will use
on-street parking spaces, while others will seek other parking or mobility alternatives, like using parking\'
garages or accessing travel options within the City that do not require or that reduce personal automobile
usage.
Based on recommendations received from transportation professionals, the City Commission
enacted Ordinance No. 2015-3966 on September 30, 2015 to implement a major increase in the rates of
the Parking System.. Rates in each category of parking were increased, as well as the hours of operation
for parking meters and garages. Other less comprehensive changes have been made to the rates of the
Parking System since the rate increase in 2015. Set forth below is a table which provides the current rates
charged for the Parking System.
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Parking System Rates
Fiscal Year
Category of Parking 2022 Rates
Parking Meter Hourly Rates
Entertainment District and South Beach Parking Zones On-Street Meters $4.00
Off-Street Meters 2.00
East Middle Beach Parking Zone - On-Street Meters 3.00
Off-Street Meters 2.00
Middle Beach and North Beach Parking Zones On-Street Meters 1.00
Off-Street Meters 1.00
Parking Meter Hours of Operation
Entertainment District 24/7
South Beach and East Middle Beach Parking Zones 9:00 a.m.-3:00 a.m.
West Middle Beach and North Beach Parking Zones 8:00 a.m. -6:00 p.m.
Municipal Parking Garages
Each of first 4 hours $ 2.00
4 to 15 hours-hourly 1.00
15 to 24 hours 20.00
Monthly Rate 106.00
Parking Spaces Daily Rentals
Administrative service fees for space rental requests 5 spaces or less $ 22.00*
6 - 10 spaces 27.00*
11 spaces or more 32.00*
Valet ramp space rental,per day 34.00*
Valet storage spaces, per day 34.00*
Construction space rental,per day 38.00*
Production and film space rental, per day 12.00*
Special event space rental, per day 27.00*
Special event space rental,per day for non-profits 12.00*
Freight and Alley Permits
Freight loading zone permit Annual permit fee for each $ 383.00*
vehicle
Permit fee for up to 5 vehicles 1,575.00*
(if fleet of over 10 vehicles)
Alley loading permit Annual permit fee for each 192.00*
vehicle
Permit fee for up to 5 vehicles 788.00*
(if fleet of over 10 vehicles)
Residential Daily Visitor Parking $ 3.00*
* Source: City of Miami Beach,Florida Parking Department.
* Subject to annual consumer price index.
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Based on studies and surveys conducted of charges for parking within the City, the rates currently
charged by the City remain lower than private sector or market rates for public parking. A parking rate
survey of thirteen (13) privately owned/operated garages and surface parking lots in South Beach and the
entertainment district revealed an average hourly rate of$5.00, a maximum daily rate of$30.00 and a
monthly rate of$150.00 to$200.00, as compared to an average hourly rate of$2.00,a daily rate of$15.00,
and a monthly rate of$108.00, respectively, charged by the City for use of the facilities of the Parking
System._ The City has noted that, to the extent additional,Revenues are needed to fund expenses or
initiatives of the Department, future rate increases may be required.
Current Developments
The current capital budget plan approved by the City for the Parking System includes funding for
parking garage expansions,construction of new parking garages, surface lot improvements and technology
enhancements. In addition to its development of new parking facilities,the City has several initiatives that
were recently developed to increase mobility for residents and visitors of the City. Such initiatives I7elp
to reduce the pressure to access limited parking resources in certain areas of the City and during peak hours
of demand. The initiatives include the following:
Freight Loading Zones and Valet Parking
Freight Loading Zones are regulated parking zones strategically located within the City for vehicles
weighing in excess of 10,000 pounds. The zones are designed to facilitate deliveries within the City with
minimal traffic disruption. The recent creation of such zones in the City, coupled with strict enforcement
of violations, has significantly reduced traffic congestion. In addition, valet parking on certain City
property and rights-of-way has contributed to traffic congestion. To address the problem, the City
Commission has amended the City Code to strengthen regulation and enforcement provisions relating to
valet parking operations in the City.
Other Parking Initiatives
In [2015,1 the City implemented the first fully integrated license plate enabled parking payment
platforms in the country. The platforms included: (i) payment for parking by license plate at multi-space
pay stations (currently 300 units throughout the City); (ii) ParkMobile pay by phone services; (iii)
commercial and residential virtual parking permits; and (iv) LPR (License Plate Recognition) enabled
mobile and handheld enforcement devices.
Future Plans for Parking Projects
By adoption of Resolution No.2022- on September 30,2021,the City Commission approved
the Fiscal Years 2022 -2026 Capital Improvement Plan and Fiscal Year 2022 Capital Budget(the"CIP").
The CIP includes capital projects designed to upgrade and enhance the Parking System. The CIP
contemplates funding for parking garage improvements, construction of new parking garages, surface lot
maintenance and improvements and technology enhancements. Parking structures are contemplated for
each of the North Beach, Middle Beach and South Beach areas of the City.
Except for issuance of the Series 2022 Bonds to finance the Series 2022 Project, no issuance of
Bonds is currently planned to fmance the projects in the CIP. Future development of parking facilities by
the City will be determined based on demand,by location,and identification of available funding sources.
As a result, funding for the development of future Parking System projects may involve the issuance of
obligations secured by Net Revenues. Such issuance would be required to comply with the provisions of
the Bond Resolution. See "SECURITY AND SOURCES OF PAYMENT" herein.
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Reference is made to the CIP for more specific information concerning the various improvements
currently planned for the Parking System, the time period provided for the implementation of such
improvements and the sources of funding anticipated to be utilized to acquire, construct and install such
improvements. A copy of the CIP is available from the following City website address:
https://www.miamibeachfl.gov/city-hall/office-of-budget-peformance/budget/ or from the Chief Financial
Officer for the City. See "INTRODUCTION"herein.
Parking System Covenants
The Bond Resolution contains the following covenants of the City:
Construction of Series 2022 Project and Improvements; Operation of Parking System. The City
covenants that it will construct the Series 2022 Project and all other Improvements for the construction or
acquisition of which Bonds or other System Debt shall be issued under the provisions of the Bond
Resolution, or for which moneys repayable from the proceeds of Bonds or other System Debt issued under
the provisions of the Bond Resolution shall have been advanced to the City, in accordance with the plans
theretofore approved by the Consulting Engineers and that,upon the completion of the Series 2022 Project
or any such other Improvements, it will operate and maintain the same as a part of the Parking System.
Any contract with any person for the construction of all or a portion of the Series 2022 Project or any other
Improvements shall provide for such performance and payment bonds or security in lieu thereof and for
such ratings as shall be in compliance with the laws of the State of Florida and the normally established
practices of the City from time to time in effect.
The City further covenants that it will establish and enforce reasonable rules and regulations
governing the use of the Parking System and the operations thereof, that all compensation, salaries, fees
and wages paid by it in connection with the maintenance,repair and operation of the Parking System will
be reasonable, that it wilt operate the Parking System in an efficient and economical manner, that it will
at all times maintain the Parking System or any part thereof in good repair and in sound operating
condition and will make all necessary repairs, renewals and replacements, that it will duly observe and
comply with all valid requirements of any municipal or governmental authority relative to the-.Parking
System, that, except as permitted by the Bond Resolution, the City will not create or suffer to be created
any lien or charge upon the Parking System or any part thereof or upon the Net Revenues ranking equally
with or prior to the Bonds, and that,out of the Net Revenues, it will pay or cause to be discharged,within
sixty(60)days after the same shall accrue, all lawful claims and demands for labor,materials, supplies or
other objects which, if unpaid, might by law become a lien upon the Parking System or any part thereof
or upon the Revenues; provided, however, that nothing contained in this paragraph shall require the City
to pay or cause to be discharged, or make provision for, any such lien or charge so long as the validity
thereof shall be contested in good faith and by appropriate legal proceedings.
No Free Parking. To the extent permitted by law,the City will not permit free parking or services
to be supplied by the Parking System, except that (i) the City Commission, officers and employees may
use facilities of the Parking System free of charge only while on official City business, (ii) the City may
establish the hours during which meter charges shall be applicable and (iii) the City may permit free
parking during hours when the volume of parking business does not justify the expense of collecting
parking charges.
Enforcement of Collections. The City will diligently enforce and collect, or cause to be enforced
and collected, the rates, fees and other charges for the use of the Parking System,will take, or cause to be
taken, all steps, actions and proceedings for the enforcement and collection of such rates,fees and charges
to the full extent permitted or authorized by law, and will maintain accurate records with respect thereto.
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Page 872 of 1451
All such rates, fees, charges and revenues pledged under the Bond Resolution shall, as collected,be held
in trust to be applied as provided in the Bond Resolution and not otherwise.
Management by Others of the Parking System. All or any part of the Parking System may be
managed by independent managers or operators or by any authority created by the City for such purpose
under such provisions as are acceptable to the City Commission; provided, however, that prior to the
approval of any such management arrangement,there shall be delivered to Ate City Manager(i)a certificate
of the Chief Financial Officer containing the Chief Financial Officer's determination that such management
arrangements will not have a material adverse impact on the Net Revenues of the Parking System and
stating the Chief Financial Officer's reasons for such determination and (ii) an opinion of Bond Counsel
to the effect that such management arrangement will have no adverse impact on the exclusion of interest
on any of the Bonds or other System Debt from gross income for federal income tax purposes. Any and
all financial considerations received by the City by reason of such management arrangement shall be
regarded as Revenues for purposes of the Bond Resolution.
Sale or Other Disposition of the Parking System. Except as otherwise provided in the Bond
Resolution, the City shall not sell, lease or otherwise dispose of all or any part of the Parking System.
(a) To the extent permitted by law, the City, without restriction, may in any Fiscal
Year sell, lease or otherwise dispose of assets forming a part of the Parking System, the aggregate
value of which in each such Fiscal Year does not exceed the lesser of$1,000,000 or one half of
one per centum (1/2 of 1%) of the book value of the net property, plant and equipment of the
Parking System, as shown on the Financial Statements for the latest Fiscal Year for which such
Financial Statements are available.
(b) To the extent permitted by law, the City may in any Fiscal Year sell, lease or
otherwise dispose of assets forming a part of the Parking System in excess of the amount set forth
in clause(a) above if, before any such transfer, there is delivered to the City Manager a report of
the Consulting Engineers or Rate Consultant demonstrating that the sale, lease or other disposition
of such property.will not have a material adverse impact on the Net.Revenues and stating such
consultant's reasons therefor. In determining whether to render such report, the Consulting
Engineers or the Rate Consultant shall consider the usefulness of the assets to be disposed of to
the operations of the Parking System,the uses to be made of any proceeds of a sale and the rental
income to be received with respect to any lease thereof.
(c) To the extent permitted by law, the City may in any Fiscal Year sell, lease or
otherwise dispose of any assets forming a part of the Parking System, without regard to the
limitations and conditions in clauses (a) and (b) above, if the City Commission by resolution
declares that such assets are not needed or serve no useful purpose in connection with the
maintenance and operation of the Parking System.
The proceeds of any disposition pursuant to immediately preceding subparagraphs(a), (b)
or(c)above shall be applied as described in"SECURITY AND SOURCES OF PAYMENT-Flow
of Funds"herein or to the defeasance of Bonds pursuant to the Bond Resolution.
(d) To the extent permitted by law, the City may sell, lease or otherwise dispose of
the assets of the entire Parking System if,upon application of the proceeds of any such disposition
as hereinafter described, there shall be no Bonds deemed to be Outstanding under the provisions
of the Bond Resolution and the City shall have paid or made full provision for the payment of all
other obligations of the City payable from the Revenues of the Parking System, including but not
limited to, Current Expenses then due and payable or to become due and payable, and all other
30
Page 873 of 1451
System Debt payable in any way from the Revenues of the Parking System and all fees then due
and owing or to become due in the future with respect to Credit Facilities. The proceeds of any
sale, lease or other disposition permitted by this clause(d) shall be applied first to the payment or
provision for payment of the obligations, including the Bonds, set forth above, and only after all
such obligations shall have been paid or full provision for their payment been made, shall the City
apply any of such proceeds to any other lawful purpose of the City.
No sale, lease or any other disposition of assets of the Parking System pursuant to immediately
preceding subparagraphs (a)through(d) above shall be consummated, nor shall the proceeds of any such
disposition be applied,unless prior to such consummation or application there shall be delivered an opinion
of Bond Counsel to the effect that such disposition and the application of the proceeds as described in such
immediately preceding subparagraphs will have no adverse impact on the exclusion of interest on any of
the Bonds or other System Debt from gross income for federal income tax purposes.
The Bond Resolution provides that without complying with the above provisions but subject to
compliance with the rate covenant and the tax covenants contained in the Bond Resolution, to the extent
permitted by law, the City may permit at such rates as the City shall deem reasonable (i)the exclusive use
of parking lots or structures, or any portion thereof, which are part of the Parking System in connection
with special events or occasions for periods of no more than one (1) week, including renewals; (ii) the
exclusive use of spaces in parking lots or structures which are part\of the Parking System by individuals
who are members of the general public for periods of no more than one(1)month(however,such use may
be renewed for successive periods of no more than one(1)month each); (iii) the exclusive use of parking
lots or structures, or any portion thereof, which are part of the Parking System during periods (e.g., at
night)when there is little or no reasonably expected demand for use of such lots or structures by members
of the general public and when such exclusive use for such periods will not prevent any foreseeable use
of such lots or structures by members of the general public;or(iv)the rental of retail space within parking
structures that are part of the Parking System and intended, upon initial acquisition or construction by the
City of such structures,to be used as retail space. The income from such use as described in this paragraph
shall be deposited in the Enterprise Fund and applied as described in "SECURITY AND SOURCES OF
PAYMENT - Flow of Funds" herein. u . ;;1..
•
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31
Page 874 of 1451
Summary Statement of Revenues and Expenses
Set forth below is a summary of Revenues by source for Fiscal Years 2017 through 2021.
Parking System Revenues By Source
Subject to update
Fiscal Year Ended September 30,
(Unaudited)
Source of Revenues 2017w1w 2018"1) 2019(" 2020(1)(2) 2021(2)(3)
Meters $29,042,117 $29,275,458 $28,056,349 $18,096,219 $23,456,187
Garages 11,534,570 12,308,993 13,538,400 8,569,886 9,925,767
Parking Citations 2,915,802 2,596,982 2,419,230 2,661,733 2,606,914
Valet 1,984,182 1,746,960 1,634,138 832,133 610,549
Meter Space Rentals 1,707,934 1,651,655 1,998,362 1,593,566 925,141
Residential Permits 882,911 1,139,478 1,068,627 975,075 933,330
Towing Fees 602,184 588,033 602,024 267,578 333,915
Deco Bike Concessions 411,286 491,731 551,530 344,252 622,187
Earnings on Investments(4) 756,641 1,319,604 1,606,142 1,215,915 500,555
Miscellaneous 303,936 285,193 686,512 254,490 930,268
Park/Mobile 722,947 784,516 874,163 796,036 -0-
7th Street Management Fee 67,591 77,261 75,226 46,023 79,433
RDA Management Fee 77,000 94,000 85,000 78,000 80,000
Total(5)(6) $51,009,100 $52,359,863 $53,195,703 $35,730,907 $41,004,247
Source: City of Miami Beach, Florida Parking Department.
(1) Based on actual, audited amounts for the period indicated.
(2) Decrease in Revenues for Fiscal Years 2020 and 2021, as compared to prior years, is primarily the result of the
impacts of the COVID-19 pandemic. See"CERTAIN INVESTMENT CONSIDERATIONS-COVID-19"herein.
(3) Represents estimated actual amounts and is subject to year-end adjustments.
(4) Includes interest earnings on all funds and accounts relating to the Parking System, including interest earned.on
unspent proceeds of the Outstanding Bonds. However, see "NET REVENUES, DEBT SERVICE AND DEBT
SERVICE COVERAGE-Historical Net Revenues and Debt Service Coverage"herein for total Revenues that,in
accordance with the Bond Resolution,do not include interest earned on unspent proceeds of the Outstanding Bonds.
(5) Represents total operating revenues,intergovernmental revenues,gains on the disposal of capital assets,unrealized
gains or losses on investments and interest income, each as reflected in the immediately following table captioned
"Statement of Historical Revenues,Expenses and Changes in Net Assets of the Enterprise Fund." Also,see footnote
number 4 of this table.
(6) Totals may not add due to rounding.
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Page 875 of 1451
A summary of historical and current comparative financial information of the Enterprise Fund is presented
below.
Statement of Historical Revenues,Expenses and
Changes in Net Assets of the Enterprise Fund
Numbers to be Updated
Fiscal Year Ended September 30,
(Unaudited)
20I7(11 2018(1) 2019(1) 2020(1X2) 2021(2X"
Operating revenues:
Charges for services $ 41,834,790 $ 42,365,567 $ 42,479,960 $ 27,219,353 $32,000,689
Permits, rentals and other 2,480,391 2,851,801 3,255,581 2,443,067 1,992,557
Total operating revenues(4) 44,315,181 45,217,369 45,735,540 29,662,420 33,993,245
Operating expenses:
Personal services 12,733.961 13,056,930 14,882,869 12,413,905 8,906,111
Operating supplies 75,807 133,074 43,277 45,354 47,835
Contractual services 10,875,190 11,770,509 10,046,507 6,519,626 5,133,241
Utilities 2,698,974 2,886,518, 2,997,807 2,257,117 1,588,568
Internal services charges 3,208,011 3,453,481 4,139,458 3,991,000 3,977,207
Depreciation 5,593,339 5,505,338 5,518,070 4,971,392 4,341,403
Administrative fees 2,080,000 3,315,000 3,387,000 -0- 1,149,000
Amortization (362,029) (347,901) (335,076) (319,398) (281,864)
Other operating 2,920,197 3,065,376 2,974,128 694,805 2,135,285
Total operating expenses(4) 39,823,449 42,838,415 43,654,040 30,573,803 26,996,786
Operating income 4,491,733 2,378,954 2,081,501 (911,383) 6,996,459
Non-operating revenues
(expenses):
Intergovernmental revenues 4,002,947 4,012,950 3,519,248 2,973,729 2,277,165
Interest and fiscal charges (771,594) (815,935) (s750,090) (666,355) (1,907,591) a •
Gain on disposal of 23,878 14,188 16,440 27,438 35,144
capital assets
Unrealized gains(losses)
on investments -0- -0- (9,221) I8,066 2,898
Interest income(5) 643,923 499,636 501,139 417,348 179,785
Total non-operating revenues(4) 3,899,153 3,710,839 3,277,515 2,770,225 587,401
Income before transfers and 11,721,168 13,049,525 10,668,057 5,779,520 5,963,701
capital contributions
Capital contributions 245,834 (4,804,668) -0- (517,538) -0-
Transfers in 202,705 4,889,763 4,090,316 5,469,654 26,956
Transfers out (5,363,864) (8,652,304) (8,264,833) (9,010,159) (9,784,000)
Change in net position 6,805,842 4,482,316 6,493,540 1,721,477 (3,793,343)
Net position-beginning 108,472,702 115,278,544 119,760,859 125,772,149 127,493,625
Net position-ending $115,278,544 $119.760,859 $126,254,399 $127,493,625 $123,700,282
Source: City of Miami Beach, Florida, Department of Finance.
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Page 876 of 1451
Footnotes below are provided for the table on the immediately preceding page.
(1) Based on actual,audited amounts for the period indicated.
(2) Decrease in Revenues for Fiscal Years 2020 and 2021, as compared to prior years, is primarily the result of
the impacts of the COVID-19 pandemic. See"CERTAIN INVESTMENT CONSIDERATIONS-COVID-19"
herein.
(3) Represents estimated actual amounts and is subject to year-end adjustments.
(4) Totals may not add due to rounding.
(51 Includes interest earned on unspent proceeds of the Outstanding Bonds. However, see "NET REVENUES,
DEBT SERVICE AND DEBT SERVICE COVERAGE-Historical Net Revenues and Debt Service Coverage"
herein for total Revenues that, in accordance with the Bond Resolution, do not include interest earned on
unspent proceeds of the Outstanding Bonds.
A summary of the projected financial information for the Enterprise Fund is presented below.
Statement of Projected Revenues,Expenses and
Changes in`-Net Assets of the Enterprise Fund
Numbers to be updated
Fiscal Year Ending September 30,
2022(1X2) 2023(2) 2024(2) 2025(2) 2026m
Operating revenues:
Charges for services $ 58,406,400 $ 58,406,400 $ 58,406,400 $ 61,844,400 $ 61,844,400
Permits,rentals and other 2,262,600 2,262,600 2,262,600 2,262,600 2,262,600
Total operating revenues 60,669,000 60,669,000 60,669,000 64,107,000 64,107,000
Operating expenses:
Personal services 12,804.800 13,188,944 I3,584,612 13,992,151 14,411,915
Operating supplies 102,200 105,266 108,424 111,677 115,027
Contractual services 9,304,800 9,583,944 9,871,462 10,167,606 10,472,634
Utilities 2,138,200 2,202,346 2,268,416 2,336,469 2,406,563
Internal services charges 2,850,000 2,935,500 3,023,565 3,114,272 3,207,700
Depreciation 6,883,000 6,883,000 6,883,000 6,883,000 6,883,000
Administrative fees 1,856,000 ' 1,911,680' 1,969,030 2,028,101 2;688,944
Other operating 4,865,000 5,365,730 5,881,482 7,266,706 8,714,488
Total operating expenses 40,804,000 42,176,410 43,589,992 45,899,982 48,300,272
Operating income 19,865,000 18,492,590 17,079,008 18,207,018 15,806,728
Non-operating revenues
(expenses):
Intergovernmental revenues 4,047,000 4,047,000 4,047,000 4,047,000 4,047,000
Interest and fiscal charges (8,648,000) (6,585,000) (6,591,000) (6,586,000) (6,586,000)
Interest income(3) 244,000 244,000 244,000 244,000 244,000
Total non-operating revenues (4,357,000) (2,294,000) (2,300,000) (2,295,000) (2,295,000)
(expenses)
Income before transfers and 15,508,000 16,198,590 14,779,008 15,912,018 13,511,728
capital contributions
Transfers out (11,826,000) (11,826,000) (11,826,000) (11,826,000) (11,826,000)
Change in net position 3,682,000 4,372,590 2,953,008 4,086,018 1,685,728
Net position-beginning 125,284,683 128,966,683 133,339,273 136,292,280 140,378,298
Net position-ending $128,966,683 $133,339,273 $136,292,280 $140,378,298 $142,064,027
Source: City of Miami Beach, Florida, Department of Finance.
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Page 877 of 1451
Footnotes below are provided for the table on the immediately preceding page.
(1) Projected,based on amounts included in the adopted budget of the City for the Fiscal Year ending September
30,2022.
(2) Projected, based on the rates currently in effect for use of the facilities and services of the Parking System.
See"THE PARKING SYSTEM -Parking Rates"herein.
(3) Does not include interest projected to be earned on investments.
NET REVENUES,DEBT SERVICE AND DEBT SERVICE COVERAGE
Historical Net Revenues and Debt Service Coverage
The information in the following table sets forth the historical Revenues, Current Expenses, Net
Revenues available for debt service payments and debt service coverage of the Parking System for the
Fiscal Years ended September 30, 2017 through 2021.
Historical Net Revenues,Debt Service and Debt Service Coverage
Numbers to be Updated
Fiscal Year Ended September 30,
(Unaudited)
2017(1) 2018' 2019(1) 2020(1) 2021(2)
Revenues" $38,157,746 $40,280,843 $41,659,049 $40,506,984 $41,942,869
Current Expenses(4) 19,431,378 20,364,736 22,083,741 25,554,846 27,676,716
Net Revenues Available 18,726,368 19,916,108 19,575,308 14,952,138 14,266,153
for Debt Service
Debt Service ) 3,789,417 4,030,601 4,022,563 4,026,994 4,022,571
Debt Service Coverage 4.94x 4.94x 4.87x 3.71x 3.55x
4 & c '
Source: City of Miami Beach, Florida, Department of Finance.
(1) Based on actual, audited amounts for the period indicated.
(2) Represents estimated actual amounts and is subject to year-end adjustments.
(3) Revenues include operating revenues, intergovernmental revenues and non-operating interest income and
exclude any interest earned on unspent proceeds of the Outstanding Bonds. See the table captioned"Statement
of Historical Revenues, Expenses and Changes in Net Assets of the Enterprise Fund" in "THE PARKING
SYSTEM-Summary Statement of Revenues and Expenses"herein.
(4) Current Expenses do not include depreciation, amortization,administrative fees or unrealized gains or losses
on investments. See the table captioned "Statement of Historical Revenues, Expenses and Changes in Net
Assets of the Enterprise Fund" in "THE PARKING SYSTEM - Summary Statement of Revenues and
Expenses"herein.
(5) Represents Principal and Interest Requirements on the Outstanding Bonds, plus debt service on any other
System Debt. Upon issuance of the Series 2022 Bonds,the only other System Debt Outstanding will be the
Outstanding Bonds. See"DEBT SERVICE SCHEDULE"herein.
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Page 878 of 1451
Projected Net Revenues and Debt Service Coverage
The information in the following table sets forth the projected Revenues, Current Expenses, Net
Revenues available for debt service payments and debt service coverage of the Parking System for the
Fiscal Years ending September 30, 2022 through 2026.
Projected Net Revenues,Debt Service and Debt Service Coverage
Numbers to be Updated
Fiscal Year Ending September 30,
• 2022(1) 2023(1) 2024") 2025(1) 2026m1m
Revenues(2) $64,960,000 $64,960,000 $64,960,000 $68,398,000 $68,398,000
Current Expenses° 32,065,000 33,381,730 34,737,962 36,988,881 39,328,327
Net Revenues Available 32,895,000 31,578,270 30,222,038 31,409,119 29,069,673
for Debt Service
Debt Service4) 6,599,500 6,599,500 6,599,500 6,599,500 6,599,500
Debt Service Coverage 4.98x 4.78x 4.58x 4.76x 4.40x
Ratio
Source: City of Miami Beach,Florida, Department of Finance.
(1) Amounts for Fiscal Year 2022 are based on the adopted budget of the City for the Fiscal Year ending
September 30,2022. All amounts include projections based on the rates for use of the facilities and services
of the Parking System(see"THE PARKING SYSTEM-Parking Rates"herein).
(2) Revenues include projected operating revenues,intergovernmental revenues and non-operating interest income
and exclude any interest projected to be earned on unspent proceeds of the Bonds. See the table captioned
"Statement of Projected Revenues, Expenses and Changes in Net Assets of the Enterprise Fund" in "THE
PARKINCSYSTEM-Summary Statement of Revenues and Expenses"herein.
(3) Current Expenses do not include projected depreciation and administrative fees. See the table captioned
"Statement of Projected Revenues, Expenses and Changes in Net Assets of the Enterprise Fund" in "THE
PARKING SYSTEM-Summary Statement of Revenues and Expenses"herein.
(4) Represents the Maximum Principal and Interest Requirement on the Outstanding Bonds and the Series 2022
Bonds,assuming an issuance of the Series 2022 Bonds in the aggregate principal amount of$
at a true interest cost of %per annum, with a final maturity of September 1, 2052. All amounts are
preliminary, subject to change. The Outstanding Bonds and the Series 2022 Bonds will constitute the only
System Debt Outstanding upon issuance of the Series 2022 Bonds. See "DEBT SERVICE SCHEDULE"
herein.
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36
Page 879 of 1451
DEBT SERVICE SCHEDULE
Set forth below are the debt service requirements of the Series 2022 Bonds, all other,Bonds
Outstanding upon issuance of the Series 2022 Bonds and the total combined debt service on all Bonds
Outstanding immediately following issuance of the Series 2022 Bonds.
Total Series
Fiscal Year 2022 Bonds
Ending Series 2022 Bonds Outstanding and Outstanding
September 30 Principal Interest Total Bonds Bonds
2022 $ $ $ $ 3,132,362.50 $
2023 2,230,762.50
2024 2,231,162.50
2025 2,233,662.50
2026 2,234,018.76
2027 2,233,375.00
2028 2,230,418.76
2029 2,230,150.00
2030 2,232,337.50
2031 2,231,750.00
2032 2,233,250.00
2033 2,231,250.00
2034 2,230,750.00
2035 2,231,500.00
2036 2,233,250.00
2037 2,230,750.00
2038 0 2,234,000.00
2039 2,232,500.00
2040 2,231,250.00
2041 -0-
2042 -0-
2043 -0-
2044 -0-
2045 -0-
2046 -0-
2047 -0-
2048 -0-
2049 -0-
2050 -0-
2051 -0-
2052 -0-
Total $ $ $ $ $
37
Page 880 of 1451
RISK FACTORS
General
The following discussion provides information relating to certain risks that could affect payments
of the principal of and interest on the Series 2022 Bonds. The order in which the following information
is presented is not intended to reflect the relative importance of the risks discussed. The following
information is not, and is not intended to be, exhaustive and should be read in conjunction with all of the
other sections of this Official Statement, including its appendices. Prospective purchasers of the Series
2022 Bonds should analyze carefully the information contained in this Official Statement, including its
appendices (and including the additional information contained in the form of the complete documents
referenced or summarized herein), for a more complete description of the investment considerations
relevant to purchasing the Series 2022 Bonds. Copies of any documents referenced or summarized in this
Official Statement are available from the City. See"INTRODUCTION"herein.
Limited Obligation of City
Payment from Pledged Revenues Only
The ability of the City to make timely payments of the principal of and interest on the Series 2022
Bonds depends upon the City's collection of Net Revenues which, together with earnings thereon and on
amounts held in the funds and accounts created under the Resolution, will be adequate to make such
payments. The Series 2022 Bonds are not general obligations supported by the full faith and credit of the
City, the County or the State or any political subdivision of the foregoing, but are payable solely from the
Pledged Revenues. None of the City, the County, the State or any political subdivision of the foregoing
has any obligation or power under the Resolution or under Florida law to levy any taxes in order to pay
debt service on the Series 2022 Bonds or to cure any default in any such payments.
Limited Replenishment of Deficiencies
Except for the Reserve Account,there is no fund or account under the Resolution which is required
to contain amounts to make up for any deficiencies in the event of one or more defaults by the City in
making payments of debt service on the Series 2022 Bonds. There is no source from which the Enterprise
Fund will be replenished, except the Revenues and certain investment income on moneys in the funds and
accounts held under the Resolution. There can be no representation or assurance that the City will realize
sufficient Net Revenues to pay,when due,all required payments of debt service on the Series 2022 Bonds.
Parking System Financing
Concentration of Revenues
A significant portion of the Revenues received by the City in the past is from meter collections.
See"THE PARKING SYSTEM - Summary Statement of Revenues and Expenses"herein. The City has
implemented measures to decrease demand for on-street metered parking, since such parking has been
determined to have the most negative impact on traffic flow within the City. See "THE PARKING
SYSTEM - Parking Rates" herein. If the decrease in on-street metered parking is to a level that
significantly impacts Revenues generated by metered parking, without a correlative increase in Revenues
generated by other categories of parking,the reduction could have a material adverse impact on the ability
of the City to produce sufficient Net Revenues to pay debt service on the Series 2022 Bonds.
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Page 881 of 1451
Natural Disasters
Net Revenues are generated, in part, from the use of the facilities of the Parking System. The
occurrence of any event that has a major negative impact on such facilities, including, without limitation,
natural disasters (such as hurricanes and other major tropical storms to which South Florida is naturally
subject), could significantly reduce available Net Revenues which could, in turn, have a material adverse
impact on the ability of the City to pay debt service on the Series 2022 Bonds. Also, see "CERTAIN
INVESTMENT CONSIDERATIONS - Climate Change"herein.
Competition from Private Facilities
Except for on-street metered parking, use of the facilities and services of the Parking System is in
competition with similar or comparable parking facilities and services provided by private owners. The
determination of whether to use the facilities and services of the Parking System or those made available
by private owners is dependent upon numerous factors, including, without limitation, the accessibility of
the facility or service or its proximity to the location visited, the physical appearance of the facility and
the cost charged for such use. Although the City recently adopted a significant increase in rates for use
of the facilities and services of the Parking System, the new rates charged by the City are still generally
lower than rates charged by private owners. See "THE PARKING SYSTEM - Parking Rates" herein.
However, the City can provide no assurance that (i) it will not increase rates in the future for use of the
facilities and services of the Parking System, (ii)private owners will not reduce rates for use of its parking
facilities and services, (iii) private owners will not provide access to parking in the future that is more
convenient or more desirable to use than the parking facilities and services offered generally by the City
or in certain areas of the City or (iv) other changes in parking availability, prices or preferences will not
occur which make use of the parking facilities and services offered by private owners generally more
desirable than use of the facilities and services of the Parking System. The occurrence of any of such
events could significantly reduce Net Revenues which could, in turn, have a material adverse impact on
the ability of the City to pay debt service on the Series 2022 Bonds.
Decreases in Denr.nd 6 •
,a .
The amount of Net Revenues collected historically and expected to be collected in the future to
pay debt service on the Series 2022 Bonds is, in part,heavily dependent upon the attractiveness of the City
to day and overnight visitors, including,without limitation, the strength and vitality of tourism in the area.
Numerous factors could lead to a significant decrease in visitors to the City or in the level of tourism
experienced in the area, including, without limitation, (i) the ability of other areas in South Florida to
become more desirable to visit for tourists and other visitors, (ii) the economic and political factors
described in "State, National and International Economic and Political Factors" or (iii) natural disasters
which cause significant damage to hotels, restaurants and other business establishments within the City
(such as hurricanes and other major tropical storms to which South Florida is naturally subject) which
render the City a less desirable location to visit. Any or all of such events could significantly reduce Net
Revenues which could,in turn,have a material adverse impact on the ability of the City to pay debt service
on the Series 2022 Bonds.
In addition, the use of the facilities and services of the Parking System is dependent upon the
number and frequency of use of personal motor vehicles within the City. Personal motor vehicle usage
is influenced by numerous factors, including,without limitation, (i)the price of motor vehicle fuel, (ii)the
availability or difficulty of use of roads and other access arterials into and throughout the City and(iii)the
ability to access, and the ease of access to, destinations within the City by using forms of transportation
other than personal motor vehicles. The City has developed initiatives designed to encourage less usage
of personal motor vehicles within the City. See "THE PARKING SYSTEM - Current Developments"
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herein. Any of the circumstances described in this paragraph which reduces personal motor vehicle usage
within the City, or other circumstances that reduce such usage that are not described herein, could
significantly reduce Net Revenues which could, in turn, have a material adverse impact on the ability of
the City to pay debt service on the Series 2022 Bonds.
State,National and International Economic and Political Factors
Certain economic or political developments, such as new downturns in the State, national or
international economy, international currency fluctuations, increased national or international restrictions
on travel or other increased national or international barriers to tourism or trade, could all materially,
adversely affect the ability of the City to attract individuals, businesses and organizations to utilize the
hotels, restaurants and other business establishments within the City, which could result in a significant
reduction in the use of the facilities and services of the Parking System. Such reduction could significantly
reduce Net Revenues which could, in turn,have a material adverse impact on the ability of the City to pay
debt service on the Series 2022 Bonds.
Adverse Legislative, Judicial or Administrative Action
The State legislature, the courts or an administrative agency with jurisdiction in the matter could
enact new laws or regulations or interpret, amend, alter, change or modify the laws or regulations
governing the defmition, collection or distribution of municipal government fees generally, or fees, fines
or penalties collected for the use of parking facilities and services specifically, in a fashion that would
materially, adversely affect the ability of the City to receive or use Net Revenues in an amount sufficient
to pay debt service on the Series 2022 Bonds.
No Feasibility Consultant
This Official Statement provides historical information and projections to demonstrate that the City
collects, and expects to continue to collect, sufficient Net Revenues to pay debt service on the Series 2022
Bonds. See "THE PARKING SYSTEM - Summary Statement of Revenues and Expenses'& and "NET
REVENUES, DEBT SERVICE AND DEBT SERVICE COVERAGE" herein. In connection with the
issuance of the Series 2022 Bonds, the City determined that it would not engage an independent feasibility
consultant to provide an analysis of projected growth in the City, in the use of the Parking System, or to
calculate projected Net Revenues. As a result, while the City reasonably believes Net Revenues will be
sufficient to satisfy Principal and Interest Requirements, no forecasts or projections of Net Revenues, that
have been independently verified by a consultant experienced in such matters, are included in this Official
Statement.
THE CITY
General
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 seven (7) square miles of land area and 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
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is based on tourism. For Fiscal Year 2021,hotel, food and beverage sales accounted for an estimated$
billion in sales within the City.
City 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
(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 limit of three(3)consecutive
terms. Commissioners are elected to serve four-year terms with a limit of two(2)consecutive 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.
Dan Gelber serves as the Mayor of the City. Mayor Gelber was re-elected as Mayor on November
2, 2021 for his third term. His current term of office will expire in November 2023. Set forth below is
a list of the current members of the City Commission and the expiration of their respective current terms
of office:
Miami Beach,Florida City Commission
City Commission Members Date Term Ends
Kristen Rosen Gonzalez, Vice Mayor November 2025
Ricky Arriola November 2023
Alex J. Fernandez November 2025
Steven Meiner November 2023
David Richardson November 2023
Mark Samuelian November 2025
For more detailed information relating to the City, see"APPENDIX A -General Information and
Economic Data Regarding the City of Miami Beach, Florida and Miami-Dade County, Florida."
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.
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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, 2019, the date of the latest accrual valuation:
Employee Plan Membership
Inactive plan members and beneficiaries currently receiving benefits 1,086
Inactive plan members entitled to benefits but not yet receiving them 208*
Active plan members 1,254
o . Total members 2,548
_•
Source: City of Miami Beach, Florida Annual Comprehensive Financial Report for Fiscal Year
Ended September 30, 2020.
* 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)
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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 fmal 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 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 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%)
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. For
elected officials of the City,the City Manager or the City Attorney,the benefit is four percent(4%)of their
final 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 final 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
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•
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 30,2020,there were one hundred twenty-
seven (127) members of the Employee Plan in the DROP and the value of the DROP investment was
$15,209,171, which.is included in the Plan's net position. The DROP also allows for member loans.
Approximately $246,000 of DROP loans for the Employee Plan were outstanding as of September 30,
2020.
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, 2020, the City was required to make contributions of
$31,475,930 or 35.70%of covered payroll to the Employee Plan in accordance with actuarially determined
requirements computed through an actuarial valuation performed as of October 1, 2018. For the Fiscal
Year ended September 30, 2020, the employees contributed $8,665,597 and buybacks were $1,177,837.
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•
a - •
•
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Net Pension Liability. The City's net pension liability and related ratios for the Employee Plan for the Fiscal Years
ended September 30, 2017 through September 30, 2020 are set forth below.
Employee Plan Schedule of Changes in the
Employer's Net Pension Liability and Related Ratios
Fiscal Year Ended September 30
2020 2019 2018 2017
Total Pension Liability
Service Cost $ 16,171,537 $ 15,232,372 $ 13,720,496 $ 12,906,811
Interest 65,045,122 63,015,047 57,800,541 56,164,518
Difference between Actual and Expected Experience 1,117,690 18,961 (4,242,257) (2,210,692)
Assumption Changes(1) 10,022,465 4,771,684 52,573,659 11,676,037
Benefit Payments (51,014,104) (49,726,168) (44,576,144) (41,900,843)
Refunds of Contributions (1,571,361) (1,381,297) (905,574) (948,535)
Net Change in Total Pension Liability 39,771,349 31,930,599 74,370,721 35,687,296
Total Pension Liability(Beginning of Year) 865,978,062 834,047,463 759,676,742 723,989,446
Total Pension Liability(End of Year)(a) $905,749,411 $865.978.062 $834.047.463 $759.676.742
Plan Fiduciary Net Position
Contributions-Employer $31,864,304 $ 31,892,485 $ 29,358,098 $ 27,783,852
Contributions-Employees(includes buybacks) 8,512,207 8,242,590 7,871,072 7,341,533
Net Investment Income 23,328,881 51,285,893 70,646,599 55,818,905
Benefit Payments (51,014,104) (49,726,168) (44,576,144) (41,900,843)
Refunds of Contribuuons (1571,361) (1,381,297) (905,574) • (948;535)
Administrative Expense (827,919) (730,118) (703,539) (677,509)
Other(Adjustment)) — — (68,222)Net Change in Plan Fiduciary Net Position 10,292,008 39,583,385 61,622,290 47,417,403
Plan Fiduciary Net Position(Beginning of Year) 656,207,611 616,624,226 555,001,936 507,584,533
Plan Fiduciary Net Position(End of Year)(b) $666.499,619 $656.207.611 $616.624.226 $555.001.936
City's Net Pension Liability(End of Year)(a)-(b) $239,249,792 $209,770,451 $217,423,237 $204,674,806
Plan Fiduciary Net Position as a Percentage 73.59% 75.78% 73.93% 73.06%
of the Total Pension Liability
Covered Employee Payroll $ 84,980,438 $ 85,003,174 $ 77,013,213 $ 71,863,150
City's Net Pension Liability as a Percentage 281.54% 246.78% 282.32% 284.81%
of Covered-Employee Payroll
Source: City of Miami Beach,Florida Annual Comprehensive Financial Report for Fiscal Year Ended September 30, 2020.
Footnote for the immediately preceding table is provided on the next page.
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(1) For a detailed description of the changes made in the assumptions for the Employee Plan,reference is made
to the source of the table set forth above and to the City of Miami Beach Employees' Retirement Plan
Actuarial Valuation Report, prepared by Gabriel, Roeder, Smith and Company, for each of the years
indicated. A copy of such documents 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/financc.
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 five(5)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"), on or after June 8, 2016 but prior to May
8, 2019 for firefighters and on or after July 20, 2016 but prior to July 31, 2019 for police officers("Police
and Firefighters' Plan Tier Four"),or on or after May 8,2019 for firefighters and on or after July 31,2019
for police officers("Police and Firefighters' Plan Tier Five").
Membership in the Police and Firefighters' Plan consisted of the following as of September 30,
2020, the date of the latest accrual valuation:
Police and Firefighters' Plan Membership
Active members 494
Deferred vested members 20
Retired members -•
a. Service 737*
b. Disabled 57
794 794
Total members 1,308
Source: City of Miami Beach, Florida Annual Comprehensive Financial Report for Fiscal Year
Ended September 30,2020.
* Includes members of the Police and Firefighters' PIan 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.
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
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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
defmed in the Police and Firefighters' Plan ordinance, for each of the first a 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 who 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 defmed 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 membe.s -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 suchmember 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 and Police and Firefighters'Plan
Tier Five 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 and of a Police and Firefighters' Plan Tier Five 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
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
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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' member may enter into a DROP on the first day of any month
after becoming eligible to retire. Police and Firefighters' Plan Tier One members who entered the DROP
on or before September 30, 2015, are eligible to participate for a period not to exceed seventy-two (72)
months. Police and Firefighters' Plan members who entered the DROP on or after October 1, 2015 are
eligible to participate for a period not to exceed ninety-six (96)months. All Police and Firefighters' Plan
Tier One members receive a 2.5%cost of living adjustment("COLA")increase in benefits annually on the
anniversary date of the member's entry into the DROP,with a few annual exceptions provided in the Police
and Firefighters'Plan. All other Police and Firefighters'Plan tier members receive a 1.5%COLA increase
in benefits annually on the anniversary date of the member's entry into the DROP, with a few annual
exceptions provided in the Police and Firefighters' Plan.
•
Once a Police and Firefighters' Plan member enters the DROP, their monthly retirement benefit
is fixed, and their monthly benefit is paid into their DROP account. Upon termination of employment, the
balance in the member's DROP account, including earnings, is payable to them and they will begin to
receive their normal retirement benefit.
At September 30,2020,the total amount of the DROP payable,$32,473,684,represents the balance
of the self-directed participants as all the participants are now in the self-directed DROP.
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, Police and Firefighters' Plan Tier Four members, and Police and Firefighters' Plan Tier Five
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, 2020, was $42,658,455 and $120,549, respectively. Covered payroll,
excluding DROP members, was $66,441,610. The contribution required from the City and the State for
the Fiscal Year ended September 30, 2020 was actuarially determined by the October 1, 2018 valuation
to be $42,307,243 subsequent to the measurement date.
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Net Pension Liability. The City's net pension liability and related ratios for the Police and
Firefighters' Plan for the Fiscal Years ended September 30,2017 through September 30,2020 are set forth
in the table on the following page.
Police and Firefighters'Plan
Schedule of Changes in the Employer's
Net Pension Liability and Related Ratios
Fiscal Year Ended September 30
2020 2019 2018 2017
Total Pension Liability
Service Cost $ 20,212,389 $ 18,462,96I $ 17,530,982 $ 17,803,602
Interest 94,542,878 91,544,984 87,422,136 82,627,847
Changes of Benefit Terms`) — — (9,686,441) —
Difference between Actual and Expected Experience 7,883,134 11,814,591 141,740 14,588,712
Assumption Changes" 7,294,349 6,951,571 34,969,254 2,447,885
Benefit Payments(including Refunds of Contributions) (68,466,325) (75,460,821) (58,574,937) (54,861,660)
Net Change in Total Pension Liability 61,466,425 53,313,286 71,800,734 62,606,386
Total Pension Liability(Beginning of Year) 1,229,168,051 1,175,854,765 1,104,054,031 1,041,447,645
Total Pension Liability(End of Year)(a) $1,290,634,476 $1,229,168.051 $1,175,854,765 $1,104,054,031
Plan Fiduciary Net Position
Contributions-City and State $ 39,747,149 $ 37,639,937 $ 35,367,866 $ 34,970,641
Contributions-Employees 6,972,214 6,593,715 6,198,244 5,984,397
Net Investment Income 39,053,408 82,094,851 85,791,174 70,539,300
Benefit.Payments(including Refunds of Contributions) (68,466,325) (75,460,821) (58,574,937) (54,861,660)
Administrative Expense (855,761) (802,106) (769,079) (826,044)
Net Change in Plan Fiduciary Net Position 16,450,685 50,065,576 68,013,268 55,806,634
Plan Fiduciary Net Position(Beginning of Year) 924,502,976 874,437,400 806,424,132 750,617,498
Plan Fiduciary Net Position(End of Year)(b) $940.953,661 $924.502.976 .$874,437,400 $806,424,132
City's Net Pension Liability(End of Year)(a)-(b) $349,680,815 $304,665,075 $301,417,365 $297,629,899
Plan Fiduciary Net Position as a Percentage 72.91% 75.21% 74.37% 73.04%
of the Total Pension Liability
Covered Employee Payroll $ 66,441,610 $ 64,181,403 $ 59,907,167 $ 56,759,632
City's Net Pension Liability as a Percentage 526.30% 474.69% 503.14% 524.37%
of Covered-Employee Payroll
Source: City of Miami Beach, Florida Annual Comprehensive Financial Report for the Fiscal Year Ended September 30,2020.
Footnote for the immediately preceding table is provided on the next page.
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(1) For a detailed description of the changes made in the benefits and assumptions for the Police and
Firefighters' Plan,reference is made to the source of the table set forth above,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 and to the 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. A copy of such documents 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/financc.
Other Retirement and Compensation Plans
Florida's Federal-State Social Security Agreement
Pursuant to Modification 29 of the Florida State Social Security Agreement, effective January 1,
1955, the City does not participate in the Federal Old-Age and Survivors Insurance System embodied in
the federal Social Security Act. Instead, the City provides eligible employees a comprehensive defined
benefit pension plan. Contributions pursuant to the federal Social Security Act for Fiscal Years 2020 and
2019 would have been $11,772,376 and $$11,498,175,respectively. The City, however, does participate
in the hospital insurance tax, also known as Medicare, and withholds taxes accordingly.
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.
'he excise taxes received from the State and remitted to the plans for the Fiscal Year ended
September 30,02020 were $1,521,666 for firefighters and $756,953 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.
Any person employed on or after October 18, 1992, in the unclassified service of the City,had the
right to select the Defined Contribution Plan as an optional retirement plan to the Unclassified Employees
and Elected Officials Retirement System (the "Unclassified Employee System"). At the time of the
creation of the Defined Contribution Plan, employees of the City who were members of the Unclassified
Employee System had the irrevocable right to elect to transfer membership from the Unclassified Employee
System to the Defined Contribution Plan for a limited period of time. Effective March 19, 2006, the
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•
Defined Contribution Plan is no longer offered to new employees of the City. Employees participating in
the Defined Contribution Plan prior to March 19, 2006 were given the option to transfer membership to
the Unclassified Employee System, which was merged into the Employee Plan. See "PENSION AND
OTHER POST EMPLOYMENT BENEFITS - Defined Benefit Plans - Employees' Retirement Plan"
herein.
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, 2020,
is as follows:
Defined Contribution Plan Information
Members in Defined Contribution Plan 22
City's contribution $108,809
Percentage of covered payroll 7.71%
Employees' contribution 108,797
Percentage of cover`xi payroll 7.73
Source: City of Miami Beach, Florida Annual Comprehensive Financial Report
for Fiscal Year Ended September 30,2020.
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.
In June 2015,the Governmental Accounting Standard's Board("GASB")issued Statement No.75,
"Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions" ("GASB 75").
GASB 75 replaces the requirements of GASB Statement No.45, "Accounting and Financial Reporting by
Employers for Postemployment Benefits Other Than Pensions,"as amended,and GASB Statement No. 57,
"OPEB Measurements by Agent Employers and Agent Multiple-Employer Plans." The objective of GASB
75 is to improve the financial reporting by state and local governments for postemployment benefits other
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than pensions ("OPEB") and improve information for OPEB that is provided by other entities. The
provisions of GASB 75 are effective beginning with for the fmancial statements of the City for the Fiscal
Year ended September 30, 2018. While GASB 75 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 financial statements for the OPEB Trust are not prepared. As
of September 30, 2020, the date of the most recent actuarial valuation, OPEB Plan participation consisted
of the following:
OPEB Plan Participation
OPEB Plan Participants 2,296
Retirees receiving benefits 1,359
Total 3,655
Source: City of Miami Beach, Florida Annual Comprehensive Financial Report
for Fiscal Year Ended September 30, 2020.
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, 2020, the City paid $8,886,242 in OPEB benefits on a pay-as-go basis
and $830,000 to the OPEB Trust. The City's net OPEB obligation as of September 30, 2020 was
$446,541,349. The City intends to consider future OPEB Trust contributions each year during the annual
budget process. 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 75. 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, 2020.
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Net OPEB Liability
Total OPEB Liability $487,686,998
OPEB Plan Fiduciary's Net Position 40,398,372
Net OPEB Liability $447,288,626
Plan Fiduciary Net Position as a Percentage 8.28%
of the total OPEB Liability
Source: City of Miami Beach, Florida Annual Comprehensive Financial Report
for Fiscal Year Ended September 30, 2020.
The City's net OPEB liability and related ratios for the Fiscal Years ended September 30, 2017
through September 30, 2020 are set forth in the table below.
[Remainder of page intentionally left blank]
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OPEB Schedule of Changes in the City's
Net OPEB Liability and Related Ratios
Fiscal Year Ended September 30
2020 2019 2018 2017
Total OPEB Liability
Service Cost $ 9,129,624 $ 4,235,229 $ 3,921,508 $ 3,074,151
Interest 15,167,033 14,606,184 14,345,708 13,700,847
Assumption Changee 70,563,191 212,252,691 (2,399,422) —
Benefit Payments (8,886,242) (13,507,000) (11,647,331) (10,111,628)
Net Change in Total OPEB Liability 85,973,606 217,587,104 4,220,463 6,663,370
Total OPEB Liability(Beginning of Year) 401,713,392 184,126,288 179,905,825 173,242,455
Total OPEB Liability(End of Year)(a) $487.686.998 $401.713,392 $184.126,288 $179.905,825
Plan Fiduciary Net Position
Contributions-City $ 9,373,242 $ 13,996,031 $ 1,039,279 $ 438,000
Net Investment Income 4,268,202 886,546 2,540,698 3,302,688
Benefit Payments (8,886,242) (13,507,000) — —
Administrative Expense (57,699) (88,918) (65,711) 145,690
Net Change in Plan Fiduciary Net Position 4,697,503 1,286,659 3,514,266 3,886,378
Plan Fiduciary Net Position(Beginning of Year) 35,700,869 34,414,210 30,899,944 27,013,566
Plan Fiduciary Net Position(End of Year)(b) $ 40,398.372 $ 35.700,869 $ 34,414,210 $ 30,899,944
City's Net OPEB Liability(End of Year)(a)-(b) $447,288,626 $366,012,523 $149,712,078 $149,005,881
Plan Fiduciary Net Position as a Percentage 8 2g% 8.89% 18.69% 17.18%
of the Total OPEB Liability
Covered Employee Payroll(2) $156,013,000 $150,737,233' $147,122,000 $142,146,603
City's Net OPEB Liability as a Percentage 286.70% 242.81% 101.76% 104.83%
of Covered-Employee Payroll
Source: City of Miami Beach,Florida Annual Comprehensive Financial Report for the Fiscal Year Ended September 30, 2020.
(1) For a detailed description of the changes made in the assumptions for OPEB,reference is made to the source of the table set
forth above and the actuarial reports relating to the OPEB Plan,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.
(2) Employees do not contribute to OPEB.
[Remainder of page intentionally left blank]
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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 fmancial
statements for each plan (except the OPEB Plan, which does not have separate audited financial
statements), see "APPENDIX C - Excerpts from Annual Comprehensive Financial Report of the City of
Miami Beach,Florida for the Fiscal Year Ended September 30, 2021"and, in particular,Note 16 and,with
respect to the OPEB Plan,Note 17 of the Notes to the Financial Statements and the information provided
in the Required Supplementary Information.
CERTAIN INVESTMENT CONSIDERATIONS
COVID-19
In December, 2019 a respiratory disease caused by a novel strain of coronavirus was detected in
China. The disease has since spread to other countries, including the United States of America,producing
sickness and deaths in the places where it has spread. The disease was declared a Public Health Emergency
of International Concern on January 30, 2020, named "COVID-19" on February 11, 2020, and declared
a pandemic on March 10, 2020, each by the World Health Organization. The number of people reported
to have been infected by COVID-19 and the number of reported deaths from COVID-19 infections are
substantially higher in the United States than in any other country. Although vaccines have been developed
to reduce the likelihood of contraction and the severity of illness, if contracted, currently, no proven cure
exists for COVID-19.
To address the health concerns presented by COVID-19, state and local governments implemented
unprecedented, formal restrictions to limit human contact. During the month of March, 2020, emergency
declarations were issued by the federal government, the State, the County, and the City. Pursuant to such
declarations, far-reaching social distancing measures were adopted, which generally required the closure
of public areas and facilities,public and private schools,private businesses that are not critical or essential
businesses and the prohibition of gatherings involving attendance of more than ten (10) people.
Additionally,individuals throughout the City were strongly urged to remain in their homes, other than to
engage in essential activities, and to wear facial masks when interacting with others outside their homes.
Commercial establishments, government buildings and public areas and facilities were opened in phases
in 2020, with restrictions placed on the number of people that may access such establishments, areas and
facilities and the manner in which they may be accessed. Restrictions on activities throughout the City
were eased in 2021, with most of them being removed entirely in recent months. For additional
information and updates on the continuing impact of COVID-19 in the City, see the City's website at:
https://www.miamibeachfl.gov/coronavirus/.
The outbreak of COVID-19 affected travel, commerce and financial markets globally. It also had
an adverse impact on local economies throughout the United States,including the City. The City is heavily
dependent on the tourism and hospitality industries. As a result of the COVID-19 pandemic, the City
experienced significant impacts to its resort tax, convention center, parking, and general fund revenues.
To navigate the negative fmancial impact caused by the COVID-19 pandemic, during Fiscal Year 2020,
the City revised its revenue projections and implemented various budget balancing plans. Such plans
focused on reducing costs, while using available reserves to offset projected revenue losses The budget
balancing plans that were implemented did not rely on the uncertain possibility of federal or state relief
programs. Due to the effectiveness of various cost saving measures,The City was able to balance the Fiscal
Year 2020 General Fund using only approximately$300,000 of General Fund reserves and the Resort Tax
Fund using only approximately$5.0 million of Resort Tax Fund reserves.
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Pursuant to the Coronavirus Aid, Relief, and Economic Security("CARES")Act, the County has
been allocated $100 million for an award program for local municipalities. Of the $100 million, $75
million was for operational costs and$25 million for new municipal programs. From such allocation, the
City received $41.1 million in reimbursements for unbudgeted expenditures incurred due to COVID-19
from March 1, 2020 through December 30,.2020 and certain new programs initiated by the City. The
CARES Act funds constitute one-time reimbursement payments. Of the $41.1 million in reimbursements
received, approximately 92.6%, or $38.1 million, was allocated for General Fund expenditures resulting
from the impacts of COVID-19.
Pursuant to the American Rescue Plan Act of 2021 ("ARPA"), a total of $1.9 trillion was
appropriated to governments and other entities to promote recovery from the COVID-19 pandemic. The
City is projected to receive a one-time payment of approximately $22 million in ARPA funds to address
the projected revenue shortfalls attributable to COVID-19,of which approximately$11.8 million has been
received to date. ARPA funds are expected to be used to cover shortfalls in the Fiscal Year 2021 budget
caused by the impacts of COVID-19 and projected COVID-19 pandemic related shortfalls projected for
Fiscal Year 2022.
As a result of aggressive cost containment measures and allocations from the CARES Act and
ARPA, recent projections are that the General Fund reserve for Fiscal Year 2021 will be $79.0 million,
compared to $80.6 million prior to the COVID-19 pandemic, and the Resort Tax Fund reserve for Fiscal
Year 2021 will be$20.2 million, compared to $15.2 million prior to the COVID-19 pandemic. Similarly,
cost containment measures and expenditures reductions for the Parking Fund and the Convention Center
Fund,together with the use of reserves,CARES Act and ARPA reimbursements,have allowed such Funds
to remain healthy despite the negative impacts of the COVID-19 pandemic. In addition, increases in
tourism and business activity during calendar year 2021 have produced economic activity similar to the
levels experienced prior to the COVID-19 pandemic. Although current projections contemplate a
COVID-19 related budget gap of approximately$19.5 million in Fiscal Year 2022,the City plans to offset
that gap through the use of a portion of the $22 million of ARPA funds the City is projected to receive.
To address significantly diminished parking demand during the COVID-19 pandemic, the
Department implemented considerable cost savings measures. Staffing levels were significantly reduced,
contracts were eliminated or reduced in scope and certain parking staff positions were redefined to provide
for them to serve multiple duties, including pressure washing of facilities, security functions and sanitation
services. Savings measures also included the removal of pay stations. As parking demand increased, the
City continued to control expenses, aiming to grow revenues to recover from pandemic losses. The efforts
reaped benefits and, while revenues continue to grow towards pre-pandemic levels, the City continues to
control expenses. One such measure is negotiating with vendors to realize lower service rates. As an
example, pay station service eliminated during the height of the pandemic was reinstated but at Iower
operational costs. The number of pay stations were reduced by more than half, a lower connectivity and
service rate was negotiated with the vendor and payment options were reduced to credit cards to eliminate
the need for collection service and staffing associated with cash meter payments. This initiative alone
saved the Department over one million dollars the first year it was implemented, while helping to capture
meter parking payments from customers who could not or would not utilize the mobile payment alternative.
Despite its expected receipt of additional COVID-19 pandemic relief funds from federal, State and
County sources, and the various cost saving measures implemented by the City, the total or long-term
impact on the City of the COVID-19 pandemic cannot be predicted with any reasonable degree of certainty.
The continued spread of the disease,containment,and efforts designed to mitigate its effects could continue
to have a negative affect on certain revenues of the City, which could include Net Revenues. Potential
impacts to the City associated with the COVID-19 pandemic are, but are not limited to, reductions in
commercial activity and increases in unemployment,with corresponding decreases in major revenues from
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sources such as real property taxes and other taxes or fees, including hotel, admission, and parking taxes
or fees, and could increase the property tax delinquency rate. The degree of any such impact on the City's
operations and finances is difficult to predict due to the evolving nature of the COVID-19 pandemic,
including uncertainties relating to (i) the duration of the pandemic, (ii) the severity of new variants of
COVID-19, (iii) the rate and success of vaccinations, and (iv) any new actions that may be taken by
governmental authorities.
No assurance can be given that the changes produced by the outbreak of COVID-19 or any other
public health issue will not materially adversely impact revenues of the City, including Net Revenues.
Such impact could adversely affect the ability of the City to comply with its covenants under the Bond
Resolution, including its covenant to satisfy Principal and Interest Requirements when due. See
"SECURITY AND SOURCES OF PAYMENT"herein.
Climate Change
The State of Florida is naturally susceptible to the effects of extreme weather events and natural
disasters, including floods, droughts and hurricanes. The occurrence of such events and natural disasters
can produce significant negative ecological, environmental and economic impacts. Such impacts can be
exacerbated by a longer-term shift in the climate over several decades (commonly referred to as climate
change), including increasing global temperatures and rising sea levels.
Numerous scientific studies on global climate change conclude that, among other effects on the
global ecosystem, extreme and abnormal temperature fluctuations have occurred globally and, without the
implementation of measures to address the phenomenon, will continue to occur. Such occurrences have
been determined by scientific studies to be the primary reason for current and projected increases in sea
levels and for extreme weather events to occur in higher frequency and intensity. Projected changes in
weather and tidal patterns place coastal areas like the City at risk of substantial wind or flood damage over
time,affecting private development and public infrastructure,including roads,utilities,emergency services,
schools, and parks. As a result, global climate change increases the potential of considerable fmancial loss
to the City, including, without lim;tation, substantial losses in tax revenues. In addition, many residents,
businesses and governmental operations could be severely disabled for significant periods of time or
displaced, and the City could be required to mitigate these effects at a potentially material cost.
The City is keenly aware of the risks from hurricanes and sea level rise, as are officials at the
County. Consequently, advanced emergency management procedures and more stringent construction
codes were implemented by the County and the State to reduce risks from hurricanes and flooding. In the
City, since elevation is higher on the east side of the City,capital projects designed to reduce the negative
impacts of sea level rise and to control flooding have been prioritized so that installations are initially
concentrated on the west side of the City. In addition, to address issues related to climate change,the City
developed three (3) areas of concentration: (i) accessing the best available science and engineering; (ii)
addressing critical public infrastructure needs of the more vulnerable areas, while taking a deliberate and
measured look at longer term strategies that reduce flood risks; and (iii) addressing private infrastructure
through land use changes and guidance that reduces flood risks for historic and private property. The City
also completed a vulnerability assessment of public assets to identify and prioritize vulnerable assets and
develop flexible and responsive adaptations and mitigation measures. More detailed information
concerning the City's climate change assessments, strategies and initiatives is provided on the City's Rising
Above web page at: http://www.mbrisingabove.com/.
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Science and Engineering
The City conducts infrastructure planning and land use changes based on scientific studies and
information most applicable to the City concerning sea level rise and flood projections, along with local
tidal and rainfall gauges. The City is a Steering Committee member of the Southeast Florida Regional
Climate Change Compact(the "Compact") and works regionally to collaborate on climate change issues,
including sea-level rise. The City adopted the Compact's Unified-Sea Level Rise Projection for Southeast
Florida and uses such projection when planning,designing and constructing capital projects. The City also
relies upon the climate change strategies described in the Compact's Regional Climate Action Plan. The
Compact's Regional Climate Action Plan may be viewed on the Compact's website at:
http://southeastfloridaclimatecompact.org/.
The City is also part of the international 100 Resilient Cities network and is included in the Greater
Miami and the Beaches partnership. Through such affiliation,climate change experts have visited the City,
like the Urban Land Institute and the Columbia University Resilience Accelerator, for analysis of City
programs and projects from a climate change perspective. In addition, the City is in the process of creating
a resilience strategy with the Greater Miami and the Beaches partnership that is focused on reducing
climate change risks. The resilience strategy is expected to be released during the second quarter of this
year and the City's strategic plan is expected to be updated to include pertinent actions from the Greater
Miami and the Beaches resilience strategy. The County also has a climate change strategic plan that it has
adopted. The County's climate change strategic plan is outlined in the GreenPrint link on the County's
website at: http://miamidade.gov/GrcenPrint/.
Public Infrastructure
One of the natural defenses against certain negative impacts of climate change is the County's
renourished beaches and extensive coastal dune system on the east side of the City. Such beaches and
system serve as a vital buffer between coastal infrastructure and the impacts of wave action and surge
during storm events.
The United States Army Corps of Engineers is completing the Miami-Dade County Coastal Storm
Risk Management Feasibility Study to prepare for reauthorization of on-going beach management and is
conducting a large-scale beach renourishment utilizing sand from upland sand mines. In July 2020, the
first of the current beach renourishment projects for the County was completed. Such project brought
approximately 305,000 cubic yards of sand to the most heavily eroded sections of the beach. The United
States Army Corps of Engineers is expected to begin the next large-scale beach renourishment project in
the County in the latter portion of calendar year 2021. The next project is slated to bring approximately
806,000 cubic yards of sand to the most heavily eroded sections of the beach.
For the past five (5) years the City has operated in an aggressive manner to address the critical
infrastructure needs of some of the more vulnerable areas on the west side of the City. Having addressed
those most vulnerable areas, the City is currently developing and implementing long-term programs and
strategies for more public infrastructure improvements. The City is in the process of updating its dune
management plan to develop a 5-year plan that will further strengthen the coastal dune system. The City
is responsible for maintaining and managing the coastal dune system, including vegetation management.
The current stormwater program for the City includes a total of eighty-three (83) pump stations,
of which twenty-five (25) are constructed and in operation and an additional three (3) are in design or
under construction. The City also continues to use twenty-two (22) older generation pump stations that
were built during a previous stormwater infrastructure program. Such older generation pump stations
supplement the City's current resilience and flood mitigation program as new pump stations are being
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designed and constructed. Among other sources of funding, in calendar years 2015 and 2017, the City
issued $100 million of Stormwater Revenue Bonds and in calendar year 2017, $85 million of Water and
Sewer Revenue Bonds to implement infrastructure projects that will aid in the fight against the negative
impacts of climate change. In 2018, the electors of the City approved the issuance of various series of
general obligation bonds; approximately $200 million of such bonds are expected to be used to fund
infrastructure projects that also will aid in the fight against the negative impacts of climate change. In
addition, the City expects to utilize approximately$100 million in tax increment revenue from the•County
to fund infrastructure projects for sea level rise mitigation. The City is preparing, together with a
consulting engineering firm retained for such purpose, an integrated water management plan that will
establish a strategy and schedule for the implementation during the next five (5) to ten (10) years of
infrastructure improvements designed to alleviate or prevent negative impacts expected to result from
climate change.
Recent improvements to the City's stormwater system have significantly increased the system's
pipe and pumping capacity, enabling the sysem to handle more intense rainfall. In addition, roads have
been elevated in the lowest lying areas. As a result of such improvements,the City has avoided numerous
tidal flooding incidents in recent years.
Private,Property
In recent years the City has adopted numerous land use code amendments in response to concerns
emanating from the potential impact of climate change. Efforts have been made to increase resilience for
private property as well as to reduce the risk of damage to historic properties. Included among the actions
taken are the establishment of(i) a requirement for new homes to be built one (1) to five (5) feet higher
than the Federal Emergency Management Agency("FEMA")requirement;(ii)a minimum FEMA freeboard
requirement for new construction and significant renovations throughout the City; (iii) sea level rise and
resilience review criteria for use by land use boards in the City; (iv) an increase in allowable height of
commercial property to provide additional ground floor height for future elevation of the first floor; (v) an
increase in the elevation required for seawalls in the City; (vi) an increase in required green space, with
• more setbacks for increased water permeability;and(vii) an increase in the elevation required for Certain
land areas.
Projections of the effects of global climate change on the City are complex and depend on many
factors that are outside the control of the City. The various scientific studies that forecast climate change
and its adverse effects,including severe storms, sea level rise and flooding risks, are based on assumptions
contained in such studies. Actual events, however, may vary materially from such forecasts. In addition,
the scientific understanding of climate change and its effects continues to evolve. Accordingly, the City
is unable to forecast when sea level rise or other adverse effects of climate change(e.g.,the occurrence and
frequency of 100-year storm events, hurricanes, and king tides)will occur. In particular, the City cannot
predict the timing or precise magnitude of adverse economic effects,including,without limitation,material
adverse effects on the business operations or financial condition of the City and the local economy during
the term of the Series 2022 Bonds. While the effects of climate change may be mitigated by the City's
past and future investment in adaptation strategies, the City can give no assurance about the net effects of
those strategies and whether the City will be required to take additional adaptive mitigation measures. If
necessary, such additional measures could require significant capital resources in excess of the resources
already contemplated by the City to be spent on adaptation strategies.
Cybersecurity
Computer networks and systems used for information transmission and collection are vital to the
efficient operations of the City. City systems provide support to departmental operations and constituent
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Page 902 of 1451
services by collecting and storing sensitive information, including intellectual property, security
information, proprietary business process information, information regarding suppliers and business
partners, and personally identifiable information of customers, constituents and employees (collectively,
"Computer Information"). The secure processing,maintenance and transmission of Computer Information
is critical to effective departmental operations and the appropriate provision of citizen services.
Increasingly, governmental entities are being targeted by cyber-attacks seeking to obtain Computer
Information or disrupt critical services. A rapidly changing cyber risk landscape may introduce new
vulnerabilities that attackers and hackers can exploit in their efforts to effect breaches or service
disruptions. Employee error and/or malfeasance may also contribute to a loss of Computer Information
or other system disruptions.
Protocols
A successful cybersecurity approach has multiple layers of protection spread across the computers,
networks, programs, and Computer Information that is to be protected. The City endeavors to integrate
its employees, computer processes, and technology to create an effective defense against cyber-attacks.
The City currently utilizes a global research and advisory firm that specializes in providing technology and
computer system consultation to guide the development and growth of its cybersecurity protections. For
its core infrastructure, the City relies on, among other protections, a combination of industry leading,
enterprise grade firewalls, network access controls, intrusion detection systems, email and web filtering,
advanced traffic analysis, endpoint protections, encryption, and digital rights management. There is
proactive monitoring of internal and external systems, with real time monitoring solutions and the use of
computer security best practices. The City provides yearly mandated security training for all City staff,
ongoing instruction and certifications for technical staff, and participation in industry acknowledged
educational conferences and training. The City reviews its cybersecurity protocols on an ongoing basis to
stay abreast of emerging and effective procedures and measures.
Threat Response
The City can respond to cybersecurity threats in many ways, depending on the severity and mode
of attack. The City has internal intemet technology staff that it can use to respond to a cybersecurity threat,
including, without limitation, network administrators, database administrators, system administrators and
analysts and field technicians. Additionally, the City has Internet security vendors on retainer to provide
industry expertise that can be quickly accessed to respond to and remedy a cybersecurity incident.
Budgetary funds are also available to secure the services of other professional consultants to respond to
a cybersecurity incident,if needed. The City's Security Operations Center monitors computer and network
logs for cybersecurity issues, constantly scanning infrastructure for vulnerabilities. In addition, the City
has other systems to monitor inbound and outbound traffic and to respond automatically with counter
measures when cybersecurity abnormalities occur.
The City regularly refines and seeks to improve its cybersecurity risk management policies and
procedures and regularly trains employees to comply with cybersecurity regulatory requirements. It also
maintains cyber risk insurance to help mitigate its exposure to security attacks that are known to cripple
an organization's technology system and/or fraudulently confiscate funds.
While City cybersecurity and operational safeguards are periodically tested, no assurances can be
given that such measures will ensure against all cybersecurity threats or attacks. Cybersecurity breaches
could damage or compromise the City's computer network and the confidentiality, integrity, or availability
of the City's computer system or the Computer Information. The potential disruption,access,modification,
disclosure or destruction of Computer Information could result in the interruption of City commerce, the
initiation of legal claims or proceedings, liability under laws that protect the privacy of personal
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Page 903 of 1451
information,regulatory penalties,and the loss of confidence in City functions,which could adversely affect
City revenues or cause a material disruption in the City's operations or the appropriate provision of City
services. The costs of remedying any such damage or protecting against future attacks could be substantial
and in excess of the maximum amount of the City's cyber risk insurance policy. Further, the litigation to
which the City could be exposed following a cybersecurity breach could be significant,which could cause
the City to incur material costs related to such legal claims or proceedings.
TAX MATTERS
To Be Revised
General
In the opinion of Squire Patton Boggs (US) LLP, Bond Counsel, under existing law: (i) interest
on the Series 2022A 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 fedeil alternative minimum tax, and(ii)the Series 2022 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 2022 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 2022A 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 2022A Bonds from gross•income for federal income tax purposes but is not a
guaranty of that conclusion. The opinion is not binding on the Internal Revenue Service ("IRS") or any
court. Bond Counsel expresses no opinion about (i) the effect of future changes in the Code and the
applicable regulations under the Code or(ii) the interpretation and the 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
2022A Bonds being included in gross income for federal income tax purposes retroactively to the date of
issuance of the Series 2022A Bonds. The City has covenanted to take the actions required of it for the
interest on the Series 2022A 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 2022A 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 2022A Bonds or the market value of the Series 2022A
Bonds.
Interest on the Series 2022A Bonds may be subject to a federal branch profits tax imposed on
certain foreign corporations doing business in the United States and to a federal tax imposed on excess net
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Page 904 of 1451
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 2022A Bonds. Bond Counsel will express
no opinion regarding those consequences.
Payments of interest on tax-exempt obligations, including the Series 2022A Bonds, are generally
subject to IRS Form 1099-1NT information reporting requirements. If a Series 2022A 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 2022 Bonds ends with the issuance of the
Series 2022 Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the City or
the owners of the Series 2022A 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 2022 Bonds, under current IRS procedures, the IRS will treat the City as the taxpayer and the
beneficial owners of the Series 2022 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
2022A 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 2022A Bonds.
Prospective purchasers of the Series 2022A 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 2022A 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.
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 2022 Bonds. There can be no
assurance that legislation enacted or proposed,or actions by a court,after the date of issuance of the Series
2022 Bonds will not have an adverse effect on the tax status of interest on the Series 2022 Bonds or the
market value or marketability of the Series 2022 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 2022 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 2022 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 2022 Bonds for federal income tax purposes for all or certain
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Page 905 of 1451
taxpayers. In all such events, the market value of the Series 2022 Bonds may be affected and the ability
of holders to sell their Series 2022 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 2022 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("OID"). OID is the
excess of the stated redemption price at maturity(the principal amount)over the"issue price"of a Discount
Bond. The issue price of a Discount Bond is the initial offering price to the public (other than to bond
houses, brokers or similar persons acting in the capacity of underwriters or wholesalers) at which a
substantial amount of the Discount Bonds of the same maturity is sold pursuant to that offering. For
federal income tax purposes, OID accrues to the owner of a Discount Bond over the period to maturity
based on the constant yield method, compounded semiannually(or over a shorter permitted compounding
interval selected by the owner). The portion of OID that accrues during the period of ownership of a
Discount Bond (i) is interest excluded from the owner's gross income for federal income tax purposes to
the same extent, and subject to the same considerations discussed above, as other interest on the Series
2022 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 2022 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 Meld may be required to be determined on the basis of an earlier call date that •
results in the lowest yield on that Premium Bond), compounded semiannually. No portion of that bond
premium is deductible by the owner of a Premium Bond. For purposes of determining the owner's gain
or loss on the sale,redemption(including redemption at maturity)or other disposition of a Premium Bond,
the owner's tax basis in the Premium Bond is reduced by the amount of bond premium that is amortized
during the period of ownership. As a result, an owner may realize taxable gain for federal income tax
purposes from the sale or other disposition of a Premium Bond for an amount equal to or less than the
amount paid by the owner for that Premium Bond. A purchaser of a Premium Bond in the initial public
offering 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.
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FINANCIAL STATEMENTS
Excerpts from the Annual Comprehensive Financial Report of the City of Miami Beach, Florida
for the Fiscal Year ended September 30,2021 and the report of RSM US LLP,independent certified public
accountants, in connection therewith, dated , 2022, are included in APPENDIX C 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 the Parking System. No separate fmancial statements for the Parking
System have been prepared.
The consent of RSM US 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 2022 Bonds.
CONTINUING DISCLOSURE
The City will covenant for the benefit of the holders of the Series 2022 Bonds to provide certain
fmancial information and operating data relating to the Parking System not later than two hundred forty
(240)days following the end of each Fiscal Year, commencing with the Fiscal Year ending September 30,
2022 (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 G - 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 "Rule").
Within the last five (5) years the City has complied in all material respects with its previous
undertakings made with respect to the Rule. Any failure to comply with the provisions of the Disclosure
Dissemination Agent Agreement relating to the Series 2022A Bonds shall not constitute a default under
,the Resolution and any failure of the City to comply with its-previous continuing disclosure undertakings
are not defaults under the authorizing resolutions or disclosure agreements pursuant to which prior
continuing disclosure undertakings were created.
Documents required to be filed pursuant to the City's continuing disclosure undertakings are
currently on file and available electronically from the MSRB at http://emma.msrb.org/. Information
regarding the Series 2022A Bonds and other outstanding bonds of the City may be 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 2022 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 ability of the Parking
System to generate sufficient Net Revenues to pay debt service on the Series 2022 Bonds.
LEGAL MATTERS
Certain legal matters incident to the issuance of the Series 2022 Bonds and with regard to the tax-
exempt status of the interest on the Series 2022 Bonds(see"TAX MATTERS"herein) are subject to the
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legal opinion of Squire Patton Boggs (US) LLP, Miami, Florida, 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 2022 Bonds,will be delivered on the date
of issuance of the Series 2022 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
express no opinion as to the accuracy,completeness or fairness of any statements in this Official Statement,
or in any other reports, fmancial information, offering or disclosure documents or other information
pertaining to the City or the Series 2022 Bonds that may be prepared or made available by the City, the
Underwriters or others to the Holders of the Series 2022 Bonds or other parties.
Certain legal matters incident to the issuance of the Series 2022 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 2022 Bonds, will be delivered
to the City by Disclosure Counsel at the time of original delivery of the Series 2022 Bonds. The proposed
text 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.
3 - • 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 2022 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 2022 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, the remedies
specified by the Resolution and the Series 2022 Bonds may not be readily available or may be limited.
The various legal opinions to be delivered concurrently with the delivery of the Series 2022 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).
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RATINGS
[Moody's Investors Service,Inc. ("Moody's")and S&P are expected to assign ratings of" ,"
with a" outlook,"and" • ,"with a" outlook,"respectively,to the Series 2022
Bonds insured by the Bond Insurance Policy,with the understanding that upon delivery of such Series 2022
Bonds the Bond Insurance Policy insuring the payments,when due,of the principal of and interest on such
Series 2022 Bonds will be issued by the Bond Insurer. See"MUNICIPAL BOND INSURANCE"herein.
In addition, Moody's has assigned to the Series 2022 Bonds a rating of" ," with a "
outlook,"and S&P has assigned a rating of" ,"with a" outlook,"each without regard to the
issuance of the Bond Insurance Policy.] 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 ratings and outlooks assigned by Moody's may be obtained from
Moody's at 7 World Trade Center, 250 Greenwich Street, 23`a Floor,New York,New York 10007, (212)
553-0300. An explanation of the ratings and outlooks assigned by S&P may be obtained from S&P at 55
Water Street, 38`11 Floor,New York,New York 10041, (212)438-2124.
There is no assurance that the ratings and outlooks 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 such downward revision or
withdrawal of such ratings or outlooks may have an adverse effect on the market price of the Series 2022
Bonds.
UNDERWRITING
The Series 2022 Bonds are being purchased by Wells Fargo Securities,LLC(the"Senior Managing
Underwriter")and Siebert Williams Shank&Co.,LLC(collectively,the"Underwriters"),subject to certain
terms and conditions set forth in the purchase contract between the City and the Underwriters, including
the delivery of opinions on certain legal matters relating to the issuance of the Series 2022 Bonds by Bond
Counsel and the existence of no material adverse change in the condition of the City or the Parking System
from that set forth inlhe Official Statement. e• f
•
The Series 2022 Bonds are being purchased at a purchase price of$ (which
represents the $ principal amount of the Series 2022 Bonds, [plus / minus a net
original issue premium / discount of $ ,] minus an Underwriters' discount of
$ ). The Series 2022 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 2022 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 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 2022 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.
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 2022 Bonds.
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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 and uninvested cash to pay and redeem the Refunded Bonds, and the yields on
both the Government Obligations and the Series 2022B Bonds,was verified by
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 2022 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 2022 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 2022 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 2022 Bonds.
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY LAWS
Section 517.051,Florida Statutes,as amended,and Rule 3E400.003,Florida Administrative Code,
require 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.
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 2022 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 2022 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.
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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
ALINA T. HUDAK, City Manager
- . Q .
•
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APPENDIX A
General Information and Economic Data
Regarding the City of Miami Beach,Florida
and Miami-Dade County,Florida
a
Page 912 of 1451
GENERAL INFORMATION REGARDING
THE CITY OF MIAMI BEACH
AND MIAMI-DADE COUNTY,FLORIDA
The following information pertaining to the City of Miami Beach,Florida(the"City")and Miami-
Dade County, Florida (the "County") is set forth for purposes of providing background information only.
The Series 2022 Bonds are payable only from the Net Revenues of the City's Parking System, and other
amounts constituting Pledged Revenues, as defined in this Official Statement. The Series 2022 Bonds do
not constitute a debt, liability or obligation or a pledge of the faith, credit or taxing power of the City, the
County, the State of Florida, or any political subdivision thereof.
INTRODUCTION
rr
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 City is often
referenced by its three (3) main districts: South Beach, Mid-Beach, and North Beach. Each district has
a distinct culture and identity,offering an array of amenities that cater to residents and visitors. Generally,
the City is recognized globally as a distinctive tourist and cultural destination,as well as a vibrant business
and residential community, with world class art, culture, dining, nightlife, events and shopping.
The population of the City for calendar year 2020 was estimated to be approximately 92,334, with
a median household income of$55,007 and a median age of 40. The population of the City for calendar
year 2019,which is the most recent number reported,was estimated by the U.S.Department of Commerce,
Bureau of Census to be 94,161,with an estimated median family income of$71,398 and a median age of
41.4 years. The City's labor force consisted of approximately 56,650 individuals during calendar year
2020,with its primary industries constituting office and administrative services(13.89%), food preparation
and serving(13.20%), sales (13.27%), and executives,managers, and administrators (11.06%).
The City's tourism and hospitality industry provide a foundation for revenue generated through
room nights and resort taxes. Simultaneously,the newly renovated Miami Beach Convention Center plays
host to major conferences and shows worldwide. Despite challenges faced in 2020 due to the impact of
the COVID-19 pandemic, the City was recognized by the tourism industry, solidifying a reputation as one
of the world's leading travel destinations. Honors included World's Best Destination by the World Travel
Awards, Culture and Arts category gold prize,beating out long standing winner Las Vegas. The City also
received silver prizes for Family Destination and Honeymoon Destination categories by Travel Weekly's
Magellan Awards.
The COVID-19 pandemic has significantly affected the global and local travel and tourism industry
sector. As experienced by most destination cities, Miami Beach experienced a decline in tourism, hotel
occupancy during calendar year 2020,which has continued in calendar year 2021. As of December 2020,
hotel occupancy in the City had declined by 38.8% from calendar year 2019 levels and RevPar(revenue
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per available room) decreased by 33.7% in calendar year 2020 from calendar year 2019 amounts.
However, as in past years, the City continues to attract the interest of notable events, conventions and
conferences, including,but not limited to the Miami Boat Show,the Orange Bowl,the South Beach Wine
and Food Festival, Art Basel, Design Miami, the Miami Beach Gay Pride Festival, Art Deco Weekend,
Seatrade Cruise Global Annual Meeting, eMerge America's Technology Conference, Florida Super-Con,
the Air& Sea Show, the Jeweler's International Showcase, and the Miami International Auto Show.
In recent years, the City has diversified beyond its traditional tourism-based economy to become
a leading multi-industry business center to include arts and entertainment,healthcare,and financial services
industries. The City is also beginning to see an increase in the growth of an entrepreneurial and technology
community. The City is host to the eMerge Americas Conference,the premier technology event connecting
startups,venture capitalists, higher education institutions,governments, entrepreneurs and innovators from
all over the Americas.
Various initiatives have helped establish, maintain and grow the City's business community by
promoting the City's image, supporting businesses,real estate development,and diversifying the economy.
Through the Vacant Storefront Cover program,a conceptual streetscape project,and lighting enhancements,
among other projects,the City dedicated resources to ensure that commercial corridors reflect an appealing
aesthetic and promote activity. In response to the COVID-19 pandemic, the City focused on helping the
business community adapt by developing the Miami Beach standard safety protocol, administering grant
programs, creating a dedicated resource center, and modifying the business tax licensing payment process.
Miami Beach continues to be home to some of the country's most desired commercial real estate.
As S,tarwood Capital,a major private investment firm,relocates and expands in the rapidly growing Collins
Park Arts District,Lincoln Road continues to rank as Florida's most expensive retail leasing location. The
City's hospitality industry features some of the world's most recognizable restaurants and hotels, from
innovative new development in the Faena district to the historic architecture along South Beach's Ocean
Drive. The City also contains some of the nation's most expensive residential zip codes, which have been
consistently supported by strong international investment and an influx of nationally known investors and
industry upper level executives.
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.
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 the northern 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
unincorporated areas. In addition to the City,the municipalities in the County include the cities of Miami,
Hialeah and Coral Gables.
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POPULATION
The U.S. Census Bureau estimated the population of the City and of the County to be 94,161 and
2,812,130, respectively, in calendar year 2019, the most recent year for which the data was available for
the City, and 2,832,794 for the County for calendar year 2020. 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 2011 -2020
City of Miami-Dade
Calendar Year Miami Beach Percent Change County Percent Change
2011 90,097 - 2,516,515 -
2012 90,848 0.8 2, 51,255 1.4
2013 91,026 0.2 2,565,685 0.6
2014 91,732 0.8 2,586,290 0.8
2015 91,564 (0.2) 2,653,934 2.6
2016 91,917 0.4 2,696,353 1.6
2017 92,307 0.4 2,743,095 1.7
2018 91,718 (0.6) 2,779,322 1.3
2019 94,161 2.7 2,812,130 1.2
2020 N/A N/A 2,832,794 0.7
Source: Annual Comprehensive Financial Report of the City of Miami Beach, Florida for the Fiscal Year Ended
September 30, 2020 and Annual Comprehensive Financial Report of Miami-Dade County, Florida for the
Fiscal Year Ended September 30, 2020.
Population Breakdown
City of Miami Beach,1990-2019
Age Group 1990 2000 2010 2019
Under 18 14.2% 13.4% 12.8% 14.8%
18 and over 85.8 86.6 87.2 85.2
21 and over 83.1 84.1 84.9 82.7
65 and over 23.4 19.2 16.2 16.7
Median Age: 44.5 39.0 40.3 41.4
Source: U.S. Department of Commerce,Bureau of Census.
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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
(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.
C 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
Median Household Income
The estimated median household income for the City has been consistently higher than the median
household income for the County. During the last five years for which household income information is
available, the median household income for the City has ranged from being approximately 18.7% higher
than the median household income for the County in calendar year 2015 to being approximately 30.4%
higher than the median household income for the County in calendar year 2018. Estimated median
household incomes in the table below are presented in dollars, adjusted for inflation.
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Estimated Median Household Income,2015-2019
City of Miami-Dade
Calendar Year Miami Beach Percent Change County Percent Change
2015 $58,486 — $49,264 —
2016 61,949 5.9 50,373. 2.3
2017 65,691 6.0 52,235 3.7
2018 71,849 9.4 55,111 5.5
2019 71,398 (0.6) 57,871 5.0
•
Source: U.S. Department of Commerce, Bureau of Census.
Per Capita Personal Income
Between 2015 and 2019, the estimated per capita personal income for the County increased by
approximately 16.75%, from $47,026 in calendar year 2015 to $54,902 in calendar year 2019 (the most
recent year for which such information was 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 15.80% and 15.24%, respectively, during the same period.
Per Capita Personal Income,2015-2019
Calendar Miami-Dade State of
Year County %of U.S. Florida %of U.S. United States
2015 $47,026 95.9% $45,273 92.4% $49,019
• 2016 49,018 z 98.0 46,073 • 92.P • • 50,015
2017 49,185 94.4 48,504 93.1 - 52,118
2018 53,213 97.4 50,964 93.3 54,606
2019 54,902 97.2 52,426 92.8 56,490
Source: U.S. Department of Commerce,Bureau of Economic Analysis/Regional Economic Information System and
Annual Comprehensive Financial Report of the City of Miami Beach, Florida for the Fiscal Year Ended
September 30,2020.
EMPLOYMENT
The following tables provide information relating to the City's labor force for calendar years 2016
through 2020 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.
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City of Miami Beach Employment 2016-2020*
Labor Force 2016 2017 2018 2019 2020
Labor Force Employed 53,157 54,102 54,676 54,778 48,476
Labor Force Unemployed 2,079 1,684 1,312 692 3,149
Total Labor Force 55,236 55,786 55,988 55,470 51,625
Unemployment Rate 3.8% 3.0% 2.3% 1.2% 6.1%
Source: U.S. Department of Labor, Bureau of Labor Statistics.
* Data provided for December of each year.
Miami-Dade County
Ten Largest Public Employers*
2016 2008
Percentage
of Total
County
Employer Employees Rank Employment Employees Rank
Miami-Dade County Public Schools 33,477 1 1.22% 54,861 1
Miami-Dade County 25,502 2 0.93 33,653 2
Federal Government 19,200 3 0.70 20,400 3
Florida State C 3vernment 17,100 4,, 0.62 17,000 4 3 •
Jackson Health System 9,797 5 0.36 11,875 5
City of Miami 3,997 6 0.15 4,600 8
Florida International University 3,534 7 0.13 8,500 6
Homestead Air Force Base 3,250 8 0.12 - -
Miami VA Medical Center 2,500 9 0.09 2,310 10
Miami-Dade College 2,390 10 0.09 5,865 7
City of North Miami Beach - - - 3,878 9
TOTAL 120,747 4.41% 162,942
Source: City of Miami Beach Annual Comprehensive Financial Report for the Fiscal Year ended September 30,2020. .
* 2016 is the most recent year for which information is available.
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Miami-Dade County
Ten Largest Private Employers*
2016 2008
Percentage
of Total
County
Employer Employees Rank Employment Employees Rank
University of Miami 12,818 1 0.47% 12,765 1
Baptist Health South Florida 11,353 2 0.41 11,615 3
American Airlines 11,031 3 0.40 9,000 4
Carnival Cruise Lines 3,500 4 0.13
•
Miami Children's Hospital 3,500 4 0.13 — —
Mount Sinai Medical Center 3,321 6 0.12 — —
Florida Power& Light Co. 3,011 7 0.11 — —
Royal Caribbean International 2,989 8 0.11 — —
Wells Fargo Bank 2,050 9 0.07 — —
Bank of America Merrill Lynch 2,000 10 0.07 — —
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 2.02% 75,836
Source: City of Miami Beach Annual Comprehensive Financial Report for the Fiscal Year ended September 30,2020.
* 2016 is the most recent year for which information is available.
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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 2011 -2020
Fiscal Year
Ended
September 30, Number of Permits(1) Total Value)
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
2018 10,449 567,164,899
2019 9,921 694,975,200
2020(2) 6,634 449,883,750
F. •
Source: City of Miami Beach Building Department.
(1) 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.
(2) Decreases in Fiscal Year 2020 result from the impacts of the COVID-19 pandemic.
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 2019,prior to the impact on travel and tourism resulting from the COVID-19
pandemic, the City's hotels hosted approximately 7.2 million overnight visitors, and approximately 7.9
million tourists visited South Beach and the Art Deco Historic District. Although results are significantly
lower for Fiscal Year 2020 as a result of the COVID-19 pandemic, there has been a significant and steady
increase in tourism and visitors to the City during Fiscal Year 2021. Such increase is currently expected
to continue.
The City historically has been 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.
In the past, the City has also attracted major television series, such as Bailers(HBO), Burn Notice(USA)
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and Magic City (Starz), and has been the host for several feature productions, including Alvin and the
Chipmunks, The Road Chip,Arms and the Dudes,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 nineteen (19) years, the world's most
prestigious art fair,Art Basel,based in Switzerland,has held its Miami Beach exhibition. Over 290 of the
world's leading art galleries from thirty-five(35)countries participated in Art Basel Miami Beach in 2019.
Prior to the COVID-19 pandemic, Art Basel Miami Beach increased in attendance and sales every year
since inception,with a record 93,000 U.S.and international visitors and over 4,000 artists estimated to have
attended the event in December, 2019. Due to COVID-19, the fair was not held in 2020. Art Basel is
scheduled to return to the City in December 2021.
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.
Retail tenants continue to open locations and expand in the City,joining established operations,
such as Marshal's,Kenneth Cole,Urban Outfitters,Diesel,Nicole Miller,Forever 21,H&M,The Gap and
a recently expanded flagship Apple store. Leasing of Class A and Class B office space in the City have
historically been strong,with vacancy rates as low as approximately 5.0%and 9.0%,respectively. Vacancy
rates increased significantly as a result of the COVID-19 pandemic to three to four times their historically
low levels but are showing signs of recovery following the most severe impact on the lease of office space
resulting from the COVID-19 pandemic.
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 the 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 2011-2020
Convention Center Overnight Total Overnight
Fiscal Year Attendance Visitors Visitor Spending
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(1) 6,951,648 11,681,700,000
2017 174,055(1) 7,153,246 12,020,500,000
2018 147,200w0 7,284,000 7,900,000,000(2)
2019 422,558 7,182,000 7,900,000,000(2)
2020(3) 300,445 3,153,000 3,200,000,000(2)
Source: Greater Miami Convention and Visitors Bureau.
(1) 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.
(2) Decrease results from a major revision to the visitor profile program.
(3) Decrease results from.the impact of the COVID-19 pandemic.
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 pars-transit services supply over 1.64 million passenger
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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.
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 was discontinued in response
to the COVID-19 pandemic in 2020 but is currently scheduled to resume in November 2021. Service to
Orlando is currently projected to begin in late 2022.
Miami International Airport
Miami International Airport is one of the busiest airports in the world for both passenger and cargo
traffic. It ranks eleventh (11'h) in the nation and thirty-eighth (38') in the world in passenger traffic and
has the second(2"J)highest international passenger traffic in the United States. The airport ranks first(1")
in the nation and ninth (9t°) in the world in tonnage of domestic and:international cargo movement.
Approximately 100 airlines serve Miami International Airport,flying passengers to 150 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
520 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 reached a record 6.8 million
passengers in calendar year 2019 but cruises were halted in 2020, in response to the COVID-19 pandemic.
Certain cruise lines have resumed passenger cruise service at the Port of Miami, with certain others
providing announcements of when they plan to resume,with several that have not resumed announcing that
they plan to do so in 2021. Some of the largest cruise ships in the world sail from the Port of Miami.
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, during its normal operations, 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. During normal activity, 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.
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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
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 annual economic activity throughout the County and the State prior
to the COVID-I9 pandemic.
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
annually prior to the COVID-19 pandemic. 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 annually prior to the COVID-19 pandemic.
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 Annual Comprehensive Financial Report
of the City of Miami Beach,Florida
for the Fiscal Year Ended September 30,2021
g t 6
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APPENDIX C
The Resolution
Page 926 of 1451
APPENDIX D
Proposed Form of Opinion of Bond Counsel
a
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APPENDIX E
Proposed Form of Opinion of Disclosure Counsel
Page 928 of 1451
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
$ * $
Parking Revenue Bonds Parking Revenue Refunding Bonds,
Series 2022A Taxable Series 2022B
Ladies and Gentlemen:
We have served as Disclosure Counsel in connection with the issuance by the City of Miami
Beach, Florida (the "City") of its $ in aggregate principal amount of Parking Revenue
Bonds, Series 2022 (the "Series 2022 Bonds"). The Series 2022 Bonds are being issued with the terms,
for the purposes and subject to the conditions set forth in Resolution No. 2010-27491 adopted by the
Mayor and City Commission of the City(collectively,the"City Commission")on September 20, 2010(the
"Bond Resolution"),and Resolution No.2022- adopted by the City Commission on May_,2022
(the "Series 2022 Resolution" and, collectively with the Bond Resolution, the"Resolution"), as described
in the Official Statement dated May ,2022 relating to the Series 2022 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 2022 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 2022 Bonds are lawful and valid under the laws of the State of Florida, or
that the Series 2022 Bonds are valid and binding obligations of the City enforceable in accordance with
their terms, or that interest on the Series 2022 Bonds is excluded from the gross income of the owners
thereof for federal income tax purposes, 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 2022 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 following 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 your counsel, 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 Advisors for the City, the
Underwriters for the issuance of the Series 2022 Bonds 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 2022
Bonds and the above-mentioned discussions, nothing has come to our attention which would lead us to
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Mayor and 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, and the
information relating to DTC, its operations and the book-entry only system, [and to the Bond Insurer and
the Bond Insurance Policy],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.
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, fines, 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.
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APPENDIX F
Form of Disclosure Dissemination Agent Agreement
C •
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SUNDAY APRIL 112022 I I NEIGHBORS I 21NE
CITY OF MIAMI BEACH
NOTICE OF PUBLIC HEARING
RESOLUTION TO ISSUE PARKING REVENUE BONDS, SERIES 2022A
MAY 4, 2022
CITY COMMISSION MEETING
NOTICE IS HEREBY GIVEN that on May 4,2022,at 1:35 p.m.,or as soon thereafter as the matter can be heard,the Mayor and City Commissioners of the City of Miami will hold
a Second Reading/Public Hearing on the following proposed Resolution:
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH,'_ORIDA AUTHORIZING THE ISSUANCE OF(I)NOT TO EXCEED S22,000,000
IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH,FLORIDA PARKING REVENUE BONDS,SERIES 2022A,FOR THE PRINCIPAL PURPOSE OF PAYING
THE COST OF CERTAIN IMPROVEMENTS TO THE PARKING SYSTEM,AND(ii)NOT TO EXCEED$70,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI
BEACH,FLORIDA PARKING REVENUE REFUNDING BONDS.TAXABLE SERIES 2022B,FOR THE PRINCIPAL PURPOSE OF REFUNDING ALL OR A PORTION OF THE
CITY'S OUTSTANDING PARKING REVENUE BONDS,SERIES 2015.PURSUANT TO SECTIONS 209 AND 210,RESPECTIVELY.OF RESOLUTION NO.2010-27491 ADOPTED
BY THE CITY ON SEPTEMBER 20,2010;PROVIDING THAT SAID SERIES 2022 BONDS AND INTEREST THEREON SHALL BE PAYABLE SOLELY AS PROVIDED IN SAID
RESOLUTION NO.2010-27491 AND THIS RESOLUTION;PROVIDING CERTAIN DETAILS OF THE SERIES 2022 BONDS;DELEGATING OTHER DETAILS AND MATTERS IN
CONNECTION WITH THE ISSUANCE OF THE SERIES 2022 BONDS AND THE REFUNDING OF THE BONDS TO BE REFUNDED,INCLUDING WHETHER THE SERIES 2022
BONDS SHALL NOT BE SECURED BY THE RESERVE ACCOUNT AND WHETHER TO SECURE A CREDIT FACILITY AND/OR A RESERVE ACCOUNT INSURANCE POLICY,
TO THE CITY MANAGER,WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN;APPOINTING UNDERWRITERS,A BOND REGISTRAR,AN ESCROW AGENT AND
A DISCLOSURE DISSEMINATION AGENT;AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2022 BONDS AND APPROVING THE FORM OF AND AUTHORIZING
THE EXECUTION OF A BOND PURCHASE AGREEMENT;AUTHORIZING AND DIRECTING THE BOND REGISTRAR TO AUTHENTICATE AND DELIVER THE SERIES 2022
BONDS;APPROVING THE FORM OF AND DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION
OF THE OFFICIAL STATEMENT;PROVIDING FOR THE APPLICATION OF THE PROCEEDS OF THE SERIES 2022 BONDS AND CREATING CERTAIN FUNDS,ACCOUNTS
AND SUBACCOUNTS;AUTHORIZING THE REFUNDING,DEFEASANCE AND REDEMPTION OF THE BONDS TO BE REFUNDED AND APPROVING THE FORM OF AND
AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT;AUTHORIZING A BOOK-ENTRY REGISTRATION SYSTEM WITH RESPECT TO THE
SERIES 2022 BONDS;COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 2022 BONDS AND APPROVING THE FORM OF AND
AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT;AUTHORIZING OFFICERS AND EMPLOYEES OF THE CITY TO TAKE ALL
NECESSARY RELATED ACTIONS;AND PROVIDING FOR AN EFFECTIVE DATE.This Resolution is being heard pursuant to Section 166.041 F.S.and Section 2.278 of the City
Code.Inquiries may be directed to the Finance Department at 305.673.7420.
During the May 4,2022 Commission Meeting,the City Commission will be physically present in a socially distanced manner in the Commission Chamber,Miami Beach City Hall,
1700 Convention Center Drive,3rd Floor,Miami Beach,FL 33139.Applicants and the public are encouraged to attend the meetings virtually(as provided below).However,members
of the public who wish to attend the meetings or provide public comment in person may appear at the Commission Chamber.
To participate or provide cominent'virtually during the Commission Meetings,the public may join the webinar at:h«os;/%mlamibeachfMov..zoom.us/i/81392857671 or via telephone 2'
at:1.301.715.8592(U.S.)or 888.475.4499(Toll-Free).Webinar ID:813928576714.Members of the public wanting to speak virtually an an Item during the meetings must click the"raise
hand"icon if using the Zoom app or press'9 on the telephone to raise their hand.
INTERESTED PARTIES are invited to take part in these meetings or be represented by an agent. The public may submit written comments by sending an email to:
CitvGlerk@miamibeachf,gov-by 5:00 p.m.the day before the City Commission Meeting.Please identity the Agenda Item Number in the email subject line.Emails received will be
forwarded to the Mayor and Commissioners and will be includedas a part of the meeting record.
Copies of Agenda Items are available for public inspection at:htlos://www,miamibeachfi.aov/city-hall/citvyler_k/agenda-archive-main•oaee-2/.These meetings,or any Items
therein,may be continued,and under such circumstances,additional legal notice need not be provided.
Pursuant to Section 286.0105,Fla.Stat.,the City hereby advises the public that if a person decides to appeal any decision made by the City Commission concerning any matter
considered at its meetings or its hearings,such person must ensure that a verbatim record of the proceedings is made,which record Includes the testimony and evidence upon which
the appeal is to be based.This notice does not constitute consent by the City for the introduction or admission of otherwise inadmissible or irrelevant evidence,nor does it authorize
challenges or appeals not otherwise allowed by law.
To request this material In an alternate format,sign language interpreter(five-day notice required),Information on access for persons with disabilities,and/or any accommodation to
review any document or participate in any City-sponsored proceedings,call 305.604.2489 and select 1 for English or 2 for Spanish,then option 6;TTY users may call via 711(Florida
Relay Service).
The City Commission Meetings will be broadcast live on Miami Beach TV(MBTV),viewable on the City's website at httos://www.miamibeachfl.govlaovernment/mbty/ as well
as on Atlantic Broadband Cable channel 660,AT&T U-verse channel 99,Hotwire Communications channel 395,and ROKU device on PEG,TV channel,and on social media at
httos://wrAviacebook.com/citvolmlamibeaCil•
Rafael E.Granado,City Clerk
.. City of Miami Beach
ti/`I f�'' ' BEACH CIIvClerlc mlamlbeachfl.aov
305.673.7411
AD:0 504 20 2 2-0 2
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