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MIAMIBTACH
Presentations & Awards/Gity Commission Meeting
City Hall, Commission Chambers, 3rd Floor, 1700 Convention Center Drive
March 18,2015
Mayor Philip Levine
Vice-Mayor Jonah Wolfson
Commissioner Michael Grieco
Commissioner Joy Malakoff
Commissioner Micky Steinberg
Commissioner Edward L. Tobin
Commissioner Deede Weithorn
City Manager Jimmy L. Morales
City Attorney Raul J. Aguila
City Clerk Rafael E. Granado
Visff us at www.miamibeachfl.gov for agendas and video streaming of City Commission Meetings.
ATTENTION ALL LOBBYISTS
Chapter 2, Article Vll, Division 3 of the City Code of Miami Beach, entitled "Lobbyists," requires
the registration of all lobbyists with the City Clerk prior to engaging in any lobbying activity with
the Gity Commission, any City Board or Committee, or any personnel as defined in the subject
Code sections. Copies of the City Code sections on lobbyists laws are available in the Office of
the City Clerk. Questions regarding the provisions of the Code should be directed to the Office
of the City Attorney.
To request this material in 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 se/ecf 1 for English or 2 for Spanish, then option 6;
ffY users may call via 711 (Florida Relay Service).
ln order to ensure adequate public consideration, if necessary, the Mayor and City Commission may move
any agenda item to an alternate meeting date. ln addition, the Mayor and City Commission may, at their
discretion, adjourn the Commission Meeting without reaching all agenda items.
AGENDA
1. Call to Order - 5:00 p.m.
2. Pledge of Allegiance
3. Requests for Additions, Withdrawals, and Deferrals
We are committed to providing excellent public sevice and safety to all who live, work, and play in our vibrant, tropical, historic community.
1
Commission Agenda, March 18,2015
Presentations and Awards
PA1 Certificates Of Recognition To Be Presented To The Miami Beach Police Department LEO (Law
Enforcement Officer) Award Finalists: Officer Christina O'Neal - Safety Category (Award Winner),
Officer Tino Serrano - Safety Category, Victim Advocate Aifa Alvarez - lnvestigative Services
Category, Public Safety Specialist Brittany Amuso - Specialized Services Category, Detective
Jenny Velazquez - lnvestigative Services Category (Winner Of The Federal Law Enforcement
Officers Association Officer Of The Year Award); And The MBPD's Two Miami-Dade County
Association Of Chiefs Of Police Officer Of The Month Winners During 2014: Officer Garfield
Taylor And Sergeant James Nolan.
(Requested by Commissioner Micky Steinberg)
PA2 Certificates Of Appreciation To Be Presented To The Parks And Recreation Team Members That
Were lnstrumental ln Putting Together The North Shore Park Senior Valentine Party: Andrew
Plotkin, Eric Perez, Julissa Judd, Maria Araujo, And Carlos Fabian.
(Requested by Commissioner Micky Steinberg)
PA3 Certificate Of Recognition To Be Presented To George Castell, Code Compliance Manager, For
Going Above And Beyond To Help A Resident.
(Requested by Commissioner Micky Steinberg)
PA4 Certificates Of Recognition To Be Presented To The Hebrew Academy Jump Team: Michael
Bixon, Adina Bronstein, Elinor Dahan, Merah Frank, Avraham Hilu, Ariela lsraelov, Alix Klein (Co-
Captain), Jacob Mitrani (Co-Captain), Aliza Posner, And Malka Suster
(Requested by Commissioner Michael Grieco)
PAs Certificates Of Recognition To Be Presented To Blanca R. Gonzalez And Ricardo Gonzalez For
Winning The Domino Contest Held At Scott Rakow On February 21,2015.
(Requested by Mayor Philip Levine)
REGULAR AGENDA
R7 - Resolutions
R7A A Resolution Pursuant To Section 142-452(d) Of The City Code, Waiving By 5/7th Vote Of The
City Commission After Public Hearing, The Development Regulations ln A GU (Government Use)
District Pertaining To Section 138-73, Entitled "General Advertising Signs," ln Order To Authorize
The lnstallation Of A General Advertising Sign For A New Playground At Crespi Park Located At
7801 Crespi Boulevard, Miami Beach, Florida. 5:05 p.m. Public Hearing
(Parks & Recreation)
2
Commission Agenda, March 18,2015
R7 - Resolutions (Continued)
R7B A Resolution Authorizing The lssuance Of Not To Exceed $100,000,000 ln Aggregate Principal
Amount Of City Of Miami Beach, Florida Stormwater Revenue Bonds, Series 2015, For The
Principal Purpose Of Paying A Part Of The Cost Of Certain lmprovements To The Stormwater
Utility, Pursuant To Section 209 Of Resolution No. 2000-24127 Adopted By The City On October
18,2000; Providing ThatSaid Series 2015 BondsAnd lnterestThereon Shall Be Payable Solely
As Provided ln Said Resolution No.2000-24127 And This Resolution; Providing Certain Details
Of The Series 2015 Bonds; Delegating Other Details And Matters ln Connection With The
lssuance Of The Series 2015 Bonds, lncluding Whether The Series 2015 Bonds Shall Not Be
Secured By The Reserve Account And Whether To Secure A Credit Facility And/Or A Reserve
Account lnsurance Policy, To The Mayor, Within The Limitations And Restrictions Stated Herein;
Permitting Conditional Optional Redemption Of The Series 2015 Bonds; Appointing Undenvriters,
A Bond Registrar And A Disclosure Dissemination Agent; Authorizing The Negotiated Sale Of
The Series 2015 BondsAnd Approving The Form Of And Authorizing The Execution Of A Bond
Purchase Agreement; Authorizing And Directing The Bond Registrar To Authenticate And Deliver
The Series 2015 Bonds; Approving The Form Of And Distribution Of A Preliminary Official
Statement And An Official Statement And Authorizing The Execution Of The Official Statement;
Providing For The Application Of The Proceeds Of The Series 2015 Bonds And Creating Certain
Funds, Accounts And Subaccounts; Authorizing A Book-Entry Registration System With Respect
To The Series 2015 Bonds; Covenanting To Provide Continuing Disclosure ln Connection With
The Series 2015 Bonds And Approving The Form Of And Authorizing The Execution And Delivery
Of A Continuing Disclosure Agreement; Authorizing Officers And Employees Of The City To Take
All Necessary Related Actions; And Providing For An Effective Date. 5:06 p.m. First Readinq
Public Hearinq
(Finance)
R7C A Resolution Urging The State Legislature And Miami-Dade County School Board (School Board)
To Reduce Class Sizes ln Miami Beach Feeder Pattern Schools To Conform To Article lX,
Section (1Xa) Of The Florida Constitution; And LobbyThe State Legislature To Expand The List
Of "Core Curriculum" Courses Rather Than Continue To Eliminate Core Curriculum Courses, Like
Advanced Placement Classes, From The Class Size Amendment Requirements Of The Florida
Constitution By Calling Such Courses "Extracurricular"; And Call Upon The School Board To
Voluntarily Subject ltself To The Class Size Requirements For All Classes, Whether They Are
Considered Core Curriculum Or Extracurricular.
(Sponsored by Commissioner Michael Grieco)
(Legislative Tracking: Office of the City Attorney)
(Deferred from March 11, 2015 - R7N)
3
Commission Agenda, March 18,2015
R7 - Resolutions (Continued)
R7D A Resolution Accepting The Recommendation Of The City Manager To Amend Contracts With
AAA Automatic Door Repair, lnc., Best Garage Doors. lnc., And Dash Door And Closer Service,
lnc., Pursuant To lnvitation To Bid (lTB) No. 09-11112, For Door Related Repair And
Replacement Services, Automatic Doors And Gates, Roll-Up Doors, Access Control, Clicker
Gates, To Amend The Annually Estimated Contract Amount From $75,000.00 To The Amount
That ls Annually Available ln The Public Works Department's Budget For Such Services.
( Pu blic Works/Procurement)
R7E A Resolution Amending Resolution Number 2014-28825; Said Amended Resolution Approving
And Authorizing The Mayor And City Clerk To Execute Amendment No. 2 (Amendment) To The
Agreement Between The City And Limousines Of South Florida, lnc., For Turn-Key Operations
And Maintenance Services Of A Municipal Trolley System For The City Of Miami Beach,
Executed As Of May 8, 2014; Said Amendment lncreasing The Scope Of The Agreement To
lnclude The Provision Of Additional Shuttle Services During Events Which lmpact Mobility ln The
City, ln The Administration's Discretion; And Clarifying That Said Enhanced Scope Shall lnclude
The Use Of Alternate Vehicles (Other Than Trolley Vehicles), Such As Coach Buses; A Modified
Hourly Rate Commensurate With The Use Of The Alternative Vehicle And Equipment; Additional
Staff Time; Special Routes; And Further lncreasing The Cost Of The Agreement For Said
Additional Shuttle Services, ln An Amount Not To Exceed $45,000 Annually, With An Additional
lncrease For Such Additional Shuttle Services During The2014-2015 Fiscal Year, Solely, ln An
Amount Not To Exceed $100,000, ln Order To Accommodate The Additional Transportation
Expenses Needed For The Centennial Celebration.
(Transportation)
R7F A Resolution Waiving By 5l7tn Vote, The Competitive Bidding Requirement, Finding Such Waiver
To Be ln The Best lnterest Of The City, Authorizing The City Manager To Hire David Mulholland,
Senior Vice-President And Project Manager, Of The Orlando Firm GMB Engineers & Planners,
lnc., (The Firm) To Provide Professional Traffic Consultant Services Relating To Watson lsland,
lsland Gardens, City Of Miami Development Site; And Further Authorizing The City Attorney To
Execute A Retainer Agreement With The Firm, ln An Amount Not To Exceed $200,000.
(Office of the City Attorney)
(ltem to be Submitted in Supplemental)
End of Aqenda
4
Presentations and Awards
PA1 Certificates Of Recognition To Be Presented To The Miami Beach Police Department
LEO (Law Enforcement Officer) Award Finalists: Officer Christina O'Neal - Safety
Category (Award Winner), Officer Tino Serrano - Safety Category, Victim Advocate Aifa
Alvarez - lnvestigative Services Category, Public Safety Specialist Brittany Amuso -
Specialized Services Category, Detective Jenny Velazquez - lnvestigative Services
Category (Winner Of The Federal Law Enforcement Officers Association Officer Of The
Year Award); And The MBPD's Two Miami-Dade County Association Of Chiefs Of Police
Officer Of The Month Winners During 2014: Officer Garfield Taylor And Sergeant James
Nolan.
(Requested by Commissioner Micky Steinberg)
PA2 Certificates Of Appreciation To Be Presented To The Parks And Recreation Team
Members That Were lnstrumental ln Putting Together The North Shore Park Senior
Valentine Party: Andrew Plotkin, Eric Perez, Julissa Judd, Maria Araujo, And Carlos
Fabian.
(Requested by Commissioner Micky Steinberg)
PA3 Certificate Of Recognition To Be Presented To George Castell, Code Compliance
Manager, For Going Above And Beyond To Help A Resident.
(Requested by Commissioner Micky Steinberg)
PA4 Certificates Of Recognition To Be Presented To The Hebrew Academy Jump Team:
Michael Bixon, Adina Bronstein, Elinor Dahan, Merah Frank, Avraham Hilu, Ariela
lsraelov, Alix Klein (Co-Captain), Jacob Mitrani (Co-Captain), Aliza Posner, And Malka
Suster
(Requested by Commissioner Michael Grieco)
PAs Certificates Of Recognition To Be Presented To Blanca R. Gonzalez And Ricardo
Gonzalez For Winning The Domino Contest Held At Scott Rakow On February 21, 2015.
(Requested by Mayor Philip Levine)
Agenda ltem
Date5
THIS PAGE INTENTIONALLY LEFT BLANK
6
COMMISSION ITEM SUMMARY
Condensed Title:
A Resolution of the Mayor and Commission of the City of Miami Beach, Florida Waiving
Development Regulations Pertaining to General Advertising Signs By Authorizing lnstallation of a
General Advertisi for a New Pl At Cresoi Park.
Supporting Data (Surveys, Environmental Scan, etc
Item Summarv/Recommendation :
Crespi Park will be undergoing a planned playground renovation in March 2015. To achieve this
project, the City and the lrie Foundation, acting as community partners, entered into an agreement
with KaBOOM! lnc. to design, plan and build a community playground with funding from JetBlue.
ln acknowledgement of the collaboration, signage is planned to be installed within the park in
accordance with the attached exhibit as per Section 138-73 of the City Code which prohibits
general advertising sig ns.
The aforementioned Section further requires Planning Board review prior to approval by the City
Commission. On February 11,2015 the City Commission referred the proposed waiver to the
Planning Board for review, pursuant to Section 142-4125(d) of the City Code.
On February 24, 2015, the Planning Board (by a vote of 6-0) transmitted the proposed Waiver
Development Regulations to the City Commission with a favorable recommendation.
Financial lnformation:
Source of
Funds:
Amount Account
1 $0.00
2
OBPI Total
Financial Impact Summary: None
John RebarXT.6644
S
Department Director Assistant Gity Manager City Manager
JR I/L JMT JLM/m
\
ASE}IDA'"* R ?A
Bl.::u 34r'lSS AAIAMIrTACH 7
MIAMI BEACH
City of Miomi Beoch, 1700 Convenlion Center Drive, Miomi Beoch, Florido 33139, www.miomibeochfl.gov
COMMISSI MEMORANDUM
To: Mayor Philip Levine and Members
FROM: Jimmy L. Morales, City Manager
DATE: March 18,2015
SUBJECT: A RESOLUTION OF THE MAYO CITY COMMISSION OF THE CITY
the City
CITY CODE, WAIVING BY 5/7TH VOTE OF THE CITY COMMISSION AFTER
PUBLIC HEARING, THE DEVELOPMENT REGULATIONS IN A GU
(GOVERNMENT USE) DISTRTCT PERTATNTNG TO SECTTON 138-73,
ENTITLED "GENERAL ADVERTISING SIGNS,'' IN ORDER TO AUTHORIZE
THE INSTALLATION OF A GENERAL ADVERTISING SIGN FOR A NEW
PLAYGROUND AT CRESPI PARK LOCATED AT 7801 CRESPI
BOULEVARD, MIAMI BEACH, FLORIDA.
ADM!NISTRATION RECOMM EN DATION
The Administration recommends approval of the Waiver of Development Regulations.
HISTORY / BACKGROUND
Crespi Park will be undergoing a planned playground renovation in March 2015. To
achieve this project, the City and the lrie Foundation, acting as community partners,
entered into an agreement with KaBOOM! lnc. to design, plan and build a community
playground with funding from JetBlue. ln acknowledgement of the collaboration, signage
is planned to be installed within the park in accordance with the attached exhibit.
However Section 138-73 of the City Code prohibits general advertising signs:
Sec. 138-73. General advertising signs.
No general advertising sign shall be constructed, erected, used, operated or
maintained in the city.
The location is zoned Government Use (GU) and, as per Section 142-425(d) of the City
Code, the City Commission may waive by five sevenths vote, following a public hearing,
development regulations "pertaining to governmental owned or leased buildings, uses
and sites which are wholly used by, open and accessible to the general public, or used
by not-for-profit, educational, or cultural organizations, or for convention center hotels, or
convention center hotel accessory garages, or city utilized parking lots, provided they
are continually used for such purposes."
The aforementioned Section further requires Planning Board review prior to approval by
the City Commission. On February 11, 2015 the City Commission referred the proposed
waiver to the Planning Board for review, pursuant to Section 142-4125(d) of the City
Code.
8
Commission Memorandum
GU Waiver - Crespi Park
March 18,201 5 Page 2 of 3
PLANNING BOARD REVIEW
On February 24, 2015, the Planning Board (by a vote of 6-0) transmitted the proposed
Waiver Development Regulations to the City Commission with a favorable
recommendation.
FISCAL IMPACT
Not Applicable
CONCLUSION
The Administration recommends approval of the Waiver of Development Regulations.
JLM/JMJ/TRM/MCRYMAB/RA' T
T:\AGENDA\2O1S\March\Crespi Park\Waiver of Dev Regs for Crespi Park - MEM.docx
9
RESOLUTION NO.
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
M|AM! BEACH, FLORIDA, PURSUANT TO SECTTON 142-452(dl OF THE
CITY CODE, WAIVING BY 5I7TH VOTE OF THE CITY COMMISSION AFTER
PUBLIC HEARING, THE DEVELOPMENT REGULATIONS IN A GU
(GOVERNMENT USE) DtSTRICT PERTATNTNG TO SEGTTON 138-73,
ENTITLED "GENERAL ADVERTISING SIGNS,'' IN ORDER TO AUTHORIZE
THE INSTALLATION OF A GENERAL ADVERTISING SIGN FOR A NEW
PLAYGROUND AT CRESPI PARK LOCATED AT 7801 CRESPI BOULEVARD,
MIAMI BEACH, FLORIDA.
WHEREAS, On December 17, 2014, the City Commission adopted Resolution # 2014-
28872, authorizing the acceptance of a sponsorship donation from KaBOOM!, lnc. for the
Community Built Playground project to build a new playground at Crespi Park with the active
support and involvement of the community; and
WHEREAS, to achieve this purpose, the City of Miami Beach and the lrie Foundation,
acting as community partners ("Community Partners"), entered into a Community Partners
Playground Contract with KaBOOM!, lnc., a nonprofit organization that organizes public
projects, to design, plan and build a playground at Crespi Park with grant funds provided by
JetBlue Airways Corporation ("JetBlue") as the funding partner under the grant; and
WHEREAS, pursuant to Section 1.(f) entitled "Signage of the Community Partner
Playground Contract, "The City shall allow the names and logos of KaBOOM!, lnc., the lrie
Foundation, and JetBlue, to be displayed on permanent playground signage, which shall be
substantially in the form attached hereto as Exhibit A, and shall be 12 % inches wide by 30 %
inches tall and mounted on poles in a mutually agreed location;" and
WHEREAS, Section 138-73, of the City Code, entitled, "General advertising signs",
states, "No general advertising sign shall be constructed, erected, used, operated or maintained
in the City;" and
WHEREAS, Section 142-425(d) of the City of Miami Beach Land Development
Regulations (LDR), provides that following review by the Planning Board, and a public hearing
before the City Commission, for a waiver, by 5/7th vote of the City Commission, of the City's
development regulations on governmentally owned or leased buildings at GU zoned properties,
provided the proposed user is a not-for-profit, educational or cultural organizations, and
provided the GU sites are continually used for such non-profit, educational or cultural purposes;
and
WHEREAS, a waiver is necessary in order to fulfill this element of the contract, as the
purpose of the sign is not to provide advertisement but to acknowledge the valuable contribution
done by KaBOOM!, lnc., JetBlue and the lrie Foundation by providing a free playground to a
community that is greatly in need of a playground renovation; and
WHEREAS, on February 11, 2015, the City Commission referred the proposed waiver to
the Planning Board; and
WHEREAS, on February 24,2015, the Planning Board transmitted the proposed Waiver
of Development Regulations to the City Commission with a favorable recommendation; and
10
WHEREAS, the City Commission determines it is appropriate to waive the development
regulations by a 5l7th vote to allow for the installation of a general advertising sign for a new
playground at Crespi Park.
NOW, THEREFORE, BE !T DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAM! BEACH, FLORIDA, pursuant to Section 142-452(d) ot
the City Code, waiving by 5l7th vote of the City Commission, after public hearing, the
development regulations in a GU (Government Use) District pertaining to Section'138-73,
entitled "General advertising signs," in order to authorize the installation of a general advertising
sign for a new playground at Crespi Park located at 7801 Crespi Boulevard, Miami Beach,
Florida.
PASSED AND ADOPTED this _ day of
ATTEST:
Rafael Granado, City Clerk Philip Levine, Mayor
T:\AGENDA\201S\March\Crespi Park\Waiver of Dev Regs for Crespi Park - RES.docx
APPROVED AS TO
FORM & LANGUAGE
2015.
CltyAtlomey
3-$- t5
r-I
Dcile
11
Commission Memorandum
GU Waiver - Crespi Park
March 18,2015 Page 3 of 3
\nln3ruvonr.o
Project Name: JetBlue, lrie Foundation, City of Miami Beach
nltn: Eilah@KaBOOtvll
Projet Nunrber: 15O10'18
Part Nurnber: ZZXXo157
Sign Number: CRS5886
Revision: A
Post Color: Plum
Emaal: VickiH@PlaymrldSystems.com
Dale 1.27.15
lTie
ifr*kil"*,*- I
I approve the above image:
1lt/elcome
to your
Playspace!
jetBtue'
MIA,^IIBEACH
This kid-inspired playspace
was made possible tfirough
the funding and volunteer
pouuer of JetBlue,
lrie Foundation, the City
of Miami Beach,
KaBOOM!, and this community.
Pl.a!. Prini
12
a{lllll HE*lLO I iliomiHe6ld.csm NE IHUFSOAY.FEBRI,JARY26,2OIS I 7'IE
r.*..*.*
lrl}.li,r :A{fi
CITY OF MmTUII BEACH
NOTICE OF PUBLIC HEARING
NOTICE iS HEREBY given that a public hearing will be held by lhe Mayor and City Commission of the City of Miami
Beach, Florida, in the Commission Charnbers, 3rd Floor, City Hall, 1700 Convenrion Center Drive, Miami Beach,
Florida, on Wednesday, March 18,2015 at 5:0S p.m,, or as soon thereafter as the matter cEn be heard, to eo*sider;
A Resolution Pursuantlo Seclion 142-452tdl OfThe City Code, Waiving By 5/7th Vote OfThe Gity Commissisn After
Public Hearing,The Development Regutations ln A GU (Government Use) District PertainingTo Section 138-73,
Entitled "General Advertising Signsi ln OrderTs AuthorieeThe lnstallation Of A General Advertising Sign For A
New PlaygroundAt Crespi Park LocaredAt7801 Crespi Eoulevard. Miami Beach, Florida. tnquiriesmaybedirected
to tha Parks and Recreation Psparfrnenf at 305,673,7730.
INTERESTED PAHTIES are invited to appear at this meeting. or be represented by an agent, or to sxpress their
views in writing addressed ta the City Commissian, c/o the City Clerk, 1700 Convention Center Drive, 1" Floor,
City Hall, Miami Beach, Florida 33139.This item is available for public inspection during normal business hcurs in
the City Clerk's Office, 1700 Convention Center Drive. lrt Floor, City Hall, Miami Seacl'r, Florida 33139.This meeting,
or any item herein, may be continued. and under such circumstances. addirionel legal notice need not be provided.
Fursuant to Sestion 286.0105, Fla. Stat, the City hereby advises the public that if a person decides to appeal
a*y decision made by rhe Ci?y Commission with respect tu any mat:er considered at its meeting or its hearing,
such person musl ensure thal a verbatlm record of the proceedings is made. which record includes the teslimony
and evidenee upon which the appeal is to be based.This nolice does nat constitute consenl by the City for lhe
introduetlon or admission of otherwise inadmissible or irretevant evidence, nor does it authorize challenges or
appeals nst otherwise allowed by law.
To request this material in alternate format, sign language in erpreter {five-day notice required), information on
accsss for persons with disabilities, and/or sny accommodatiqn to review any documenl or partlcipale in any
city'sponsored proceedings, call 305.604.2tl89 and select 1 for English or ? for $panish, then option 6;TTY users
may call via 711 {Florida Relay Service).
Rafael E, Granado, City Clerk
City of Miami Beach
13
THIS PAGE INTENTIONALLY LEFT BLANK
14
COMMISSION ITEM SUMMARY
Condensed Title:
OF THE MAYOR AND CITY
ISSUANCE OF NOT TO EXCEED $1OO,OOO,OOO IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH,
FLORIDA STORMWATER REVENUE BONDS, SERIES 2015, FOR THE PRINCIPAL PURPOSE OF PAYING A PART OF THE
COST OF CERTAIN IMPROVEMENTS TO THE STORMWATER UTILITY, PURSUANT TO SECTION 209 OF RESOLUTION
NO. 2000-24127 ADOPTED BY THE CITY ON OCTOBER 18, 2000; PROVIDING THAT SAID SERIES 2015 BONDS AND
INTEREST THEREON SHALL BE PAYABLE SOLELY AS PROVIDED IN SAID RESOLUTION NO. 2OOO-24127 AND THIS
RESOLUTION; PROVIDING CERTAIN DETAILS OF THE SERIES 2015 BONDS; DELEGATING OTHER DETAILS AND
MATTERS IN CONNECTION WTH THE ISSUANCE OF THE SERIES 2015 BONDS, INCLUDING WHETHER THE SERIES
2015 BONDS SHALL NOT BE SECURED BY THE RESERVE ACCOUNT AND WHETHER TO SECURE A CREDIT FACILIW
AND/OR A RESERVE ACCOUNT INSURANCE POLICY, TO THE MAYOR, WITHIN THE LIMITATIONS AND RESTRICTIONS
STATED HEREIN; PERMITTING CONDITIONAL OPTIONAL REDEMPTION OF THE SERIES 2015 BONDS; APPOINTING
UNDERWRITERS, A BOND REGISTRAR AND A DISCLOSURE DISSEMINATION AGENT; AUTHORIZING THE NEGOTIATED
SALE OF THE SERIES 2015 BONDS AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF A BOND
PURCHASE AGREEMENT; AUTHORIZING AND DIRECTING THE BOND REGISTRAR TO AUTHENTICATE AND DELIVER
THE SERIES 20,I5 BONDS; APPROVING THE FORM OF AND DISTRIBUTION OF A PRELIMINARY OFFIC]AL STATEMENT
AND AN OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION OF THE OFFICIAL STATEMENT; PROVIDING FOR
THE APPLICATION OF THE PROCEEDS OF THE SERIES 2015 BONDS AND CREATING CERTAIN FUNDS, ACCOUNTS
ANO SUBACCOUNTS; AUTHORIZING A BOOK.ENTRY REGISTRATION SYSTEM WITH RESPECT TO THE SERIES 2015
BONDS; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 2015 BONDS AND
APPROVING THE FORM OF ANO AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE
AGREEMENT; AUTHORIZING OFFICERS AND EMPLOYEES OF THE CIry TO TAKE ALL NECESSARY RELATED
ACTIONS; AND PROVIDING FOR AN EFFECTIVE DATE.
Ensure well-maintained infrastructure.
Supporting Data (Surveys, Environmental Scan, etc.): According to the 2009 Community
Satisfaction Survey, only 43% of residents rated the City's storm drainage (to avoid flooding) as "excellent" or "good."
lssue:
Should the City Commission approve the resolution and set the second public
Item Summary/Recommendation: FIRST READING PUBLIC HEARING
The Administration, in concert with the City's Financial Advisor, has determined that the City
now has the need and the capacity to issue additional Stormwater Revenue Bonds for new
capital projects. At the Special Finance and Citywide Projects Committee (FCWPC) meeting of
May 20, 2014 the Administration presented the funding strategy for the Stormwater program
recommending issuing three separate $100 million Stormwater bonds. The first issue would be
in FY 2014115 and the other issues would follow as funding was needed. The Stormwater
Enterprise fund must issue tax-exempt debt in the amount of $100 million, plus issuance costs,
this fiscal year to cover the costs of Stormwater improvement projects committed from the line
of credit. The need for future bond issues may be reduced by the establishment of Stormwater
impact fees, the removal of certain restrictions on capital funds currently held by the City and
any grant funds for which the City may be eligible. The security for the repayment of these
amounts will be the net revenues generated from the Stormwater System.
Financial lnformation :
rctuon rrem R1B
Finance and Ci Committee March 2.2015
Source of Funds:
OBPI
Amount Account Approved
To be appropriated from the
Stormwater Revenues
Total
Patricia Walker, Chief Financial Officer
s\Marchl 8\Regular\ Stormwater Bonds 20'l 5 Summary
E MIAMIBEACH DATE15
4 MIAMIBEACH
City of Miomi Beoch, I 200 Convention Center Drive, Miomi Beoch, Florido 33,1 39, www.miomibeochfl.gov
COMMISSION MEMORANDUM
TO:
FROM:
DATE:
SUBJECT:
Mayor Philip Levine and
Jimmy L. Morales, City Manager
March 18,2015
A RESOLUTION OF THE MA'AND CITY COMMISSION OF THE
GITY OF MIAMI BEACH,AUTHORIZING THE ISSUANCE
OF NOT TO EXCEED $IOO,OOO,OOO !N AGGREGATE PRINCIPAL
AMOUNT OF CITY OF MIAMI BEACH, FLORIDA STORMWATER
REVENUE BONDS, SERIES 2015, FOR THE PRINCIPAL PURPOSE
OF PAYING A PART OF THE COST OF CERTAIN IMPROVEMENTS
TO THE STORMWATER UTILIW, PURSUANT TO SECTION 209 OF
RESOLUTION NO. 2OOO-24127 ADOPTED BY THE GITY ON
OCTOBER 18, 2000; PROVIDING THAT SAID SERIES 2015 BONDS
AND INTEREST THEREON SHALL BE PAYABLE SOLELY AS
PROVIDED IN SAID RESOLUTION NO. 2000.24127 AND THIS
RESOLUTION; PROVIDING CERTAIN DETAILS OF THE SERIES
2015 BONDS; DELEGATING OTHER DETAILS AND MATTERS lN
CONNECTION WITH THE ISSUANCE OF THE SERIES 2015 BONDS,
INCLUDING WHETHER THE SERIES 2015 BONDS SHALL NOT BE
SECURED BY THE RESERVE ACCOUNT AND WHETHER TO
SECURE A CREDIT FACILITY AND/OR A RESERVE ACCOUNT
INSURANGE POLICY, TO THE MAYOR, WITHIN THE LIMITATIONSAND RESTRICTIONS STATED HEREIN; PERMITTING
CONDITIONAL OPTIONAL REDEMPTION OF THE SERIES 2015
BONDS; APPOINTING UNDERWRITERS, A BOND REGISTRAR
AND A DISCLOSURE DISSEMINATION AGENT; AUTHORIZING THE
NEGOTIATED SALE OF THE SERIES 2015 BONDS AND
APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION
OF A BOND PURCHASE AGREEMENT; AUTHORIZING AND
DIREGTING THE BOND REGISTRAR TO AUTHENTICATE AND
DELIVER THE SERIES 2015 BONDS; APPROVING THE FORM OF
AND DISTRIBUTION OF A PRELIMINARY OFFIGIAL STATEMENT
AND AN OFFICIAL STATEMENT AND AUTHORIZING THE
EXECUTION OF THE OFFICIAL STATEMENT; PROVIDING FOR
THE APPLIGATION OF THE PROCEEDS OF THE SERIES 2015
BONDS AND GREATING CERTAIN FUNDS, ACCOUNTS AND
SUBACCOUNTS; AUTHORIZING A BOOK-ENTRY REGISTRATION
SYSTEM WITH RESPECT TO THE SERIES 2015 BONDS;
COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN
CONNEGTION WITH THE SERIES 2015 BONDS AND APPROVING
THE FORM OF AND AUTHORIZING THE EXECUTION AND
DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT;
AUTHORIZING OFFICERS AND EMPLOYEES OF THE CITY TO
FIRST READING
PUBLIC HEARING
16
Commission Memorandum - March 18,2015
Stormwater Revenue Bonds
Page 2 of 5
TAKE ALL NECESSARY RELATED ACTIONS; AND PROVIDING
FOR AN EFFEGTIVE DATE.
ADM!NISTRATION RECOMMENDATION
Approve the resolution on first reading and schedule a second reading public hearing.
BACKGROUND
ln November 2007, the Mayor and City Commission approved Ordinance 2007-3582
which amended the procedures that the City followed in connection with the approval of
a bond issue and added 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 requiremenfs sha// be complied
with:
(1) ln 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 r'ssuance using the following criteria:
a) The estimated cost of the project or projects on account of which such
bonds are to De rssued;
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 rn 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 nof /ess
than 15 days prior to the hearing, in order to obtain citizen input into the
proposed bond issuance.
ln November 2000, the City issued its first series of Stormwater Bonds in the amount of
$52.17 million. ln December 2011, the City issued an additional $52.13 million in
Stormwater Bonds along with $26.6 million to refund the outstanding Stormwater Series
2000 Bonds. The Administration, in concert with the City's Financial Advisor, has
determined that the City now has the need and the capacity to issue additional
Stormwater Revenue Bonds for new capital projects.
At the Special Finance and Citywide Projects Committee (FCWPC) meeting of May 20,
2014 the Administration presented the funding strategy for the Stormwater program
recommending issuing three separate $100 million Stormwater bonds. The first issue
would be in FY 2014115 and the other issues would follow as funding was needed.
17
Commission Memorandum - March 18,2015
Stormwater Revenue Bonds
Page 3 of 5
ln an effort to defer issuing debt and to expedite the spend down of existing Stormwater
bond proceeds and to comply with State law requirements that funds be available at the
time a contract is awarded, the City renewed a Line of Credit (LOC) for $60 million to
award scheduled Stormwater projects in anticipation of the new bond issue. On May 21,
2014, the City Commission authorized the execution of the LOC agreement between the
City and Wells Fargo Bank, National Association, and to date we have committed
approximately $30 million from this line for Stormwater projects.
ANALYSIS
ln accordance with the provisions of Section 2-278 Procedures governing the issuance
of bonds, the Administration prepared the required fiscal analysis which included the
following breakdown of the proposed Stormwater Revenue Bond issue.
ln response to Sec. 2-278 (a) 1(a): The Stormwater program will design and implement
the upgrade of the City's storm drainage system to meet the new design criteria set by
the City Commission with a potential estimated cost of $300 million and with a target
completion timeframe of approximately 5 years. The estimate includes the Stormwater
portion of future neighborhood projects, the retrofit of some previously constructed
neighborhood Stormwater systems, and miscellaneous Stormwater upgrades that have
been identified by the Public Works Department. The upgrades include the installation
of approximately 60 new pump stations and the conversion of 21 injection pumps. The
estimated portion of the projects, for which the bonds are to be issued, is $100 million.
ln response to Sec. 2-278 (a) 1(b): the estimated revenues to be generated by the
projects. These projects will either replace or enhance portions of the existing storm
water system; the operation of such system is funded entirely by user fees. No
additional fees are anticipated to be earned as a result of these projects and no
additional increase in the user fee is required at this time.
ln response to Sec. 2-278 (a) 1(c): the estimated annual cost of maintaining, repairing
and operating such projects. Operating and maintenance costs for these enhancements
were included in the cost model that resulted in the stormwater rate increase from $9.06
per ERU to $16.67 per ERU that became effective October 1,2014. However, additional
operating or maintenance costs may require future increases to user fees.
lf approved by you today, in accordance with Sec. 2-278 (a) 3, a second public hearing
will be held for this proposed Stormwater Revenue Bond issue on April 15, 2015, and
will be advertised at least fifteen (15) days prior to the public hearing date.
The Stormwater Enterprise fund must issue tax-exempt debt in the amount of $100
million, plus issuance costs, this fiscal year to cover the costs of Stormwater
improvement projects committed from the line of credit. The need for future bond issues
may be reduced by the establishment of Stormwater impact fees, the removal of certain
restrictions on capital funds currently held by the City and any grant funds for which the
City may be eligible. Additionally, the City has applied for $7.5 million of additional
stormwater funding from the State Revolving Fund and anticipates applying for
additional amounts as funding becomes available.
At the March 2, 2015, meeting of the Finance and Citywide Projects Committee, the
Committee voted to recommend approval of the issuance of the Stormwater bonds to
18
Commission Memorandum - March 18,2015
Stormwater Revenue Bonds
Page 4 of 5
finance the construction of certain improvements to the Stormwater program in
accordance with Sec. 2-278(a)2.
The Commission may approve by resolution other improvements as part of the Series
2015 Project in addition to and/or in lieu of one or more of the above improvements.
The security for the repayment of these amounts will be the net revenues generated
from the Stormwater System.
Because of the character of the Series 2015 Stormwater Bonds, the prevailing market
conditions, the complexity of structuring a new system-wide financing program for the
Stormwater System and the recommendations of the Financial Advisor, it was further
determined that the sale of the Series 2015 Stormwater Bonds on the basis of a
negotiated sale rather than a public sale by competitive bid is in the best interest of the
City.
The Resolution forthe issuance of the Series 2015 Stormwater Bonds will delegate to
the Mayor, relying upon the recommendation of the Chief Financial Officer and RBC
Capital Markets (the City's Financial Advisor), the determination of various terms of the
Series 2015 Bonds, including whether to secure one or more Credit Facilities and/or
Reserve Account lnsurance Policies with respect to the Series 2015 Bonds, the final
award of the Series 2015 Bonds, the dates of redemption of the Prior Bonds to be
redeemed prior to maturity, the payment of all related costs and expenses in connection
with the issuance of the Bonds and all other actions necessary or desirable in
connection with the issuance of the Series 2015 Bonds.
The Chief Financial Officer is further authorized to establish procedures in order to
ensure compliance by the City with the Series 2015 Continuing Disclosure Agreement,
including the timely provision of information and notices. Prior to making any filing in
accordance with such agreement, the Chief Financial Officer may consult with, as
appropriate, the City Attorney or Bond Counsel. The Chief Financial Officer, acting in
the name and on behalf of the City, shall be entitled to rely upon any legal advice
provided by the City Attorney or Bond Counsel in determining whether a filing should be
made.
ln order to describe and specify the terms of the City's continuing disclosure agreement,
the Chief Financial Officer is hereby authorized and directed to enter into and deliver, in
the name and on behalf of the City, a Disclosure Dissemination Agent Agreement (the
"Series 2015 Continuing Disclosure Agreement"), with Digital Assurance Certification,
L.L.C. ('DAC'), which is hereby appointed as disclosure dissemination agent with
respect to the Series 2015 Bonds, in substantially the form presented at the meeting at
which this Series Resolution was considered, subject to such changes, modifications,
insertions and omissions and such filling-in of blanks therein as may be determined and
approved by the Chief Financial Officer, after consultation with the City Attorney. The
execution of the Series 2015 Continuing Disclosure Agreement, for and on behalf of the
City by the Chief Financial Officer, shall be deemed conclusive evidence of the City's
approval of the Series 2015 Continuing Disclosure Agreement.
U.S. Bank National Association is hereby appointed as Bond Registrar for the Series
2015 Bonds.
19
Commission Memorandum - March 18,2015
Stormwater Revenue Bonds
Page 5 of 5
The officers, agents and employees of the City, the Bond Registrar and DAC are hereby
authorized and directed to do all acts and things and execute and deliver all documents,
agreements and certificates required of them by the provisions of the Series 2015
Bonds, the Bond Resolution, the Series 2015 Bond Purchase Agreement, the Series
2015 Continuing Disclosure Agreement and this Series Resolution, for the full, punctual
and complete performance of all the terms, covenants, provisions and agreements of the
Series 2015 Bonds, the Bond Resolution, the Series 2015 Bond Purchase Agreement,
the Series 2015 Continuing Disclosure Agreement and this Series Resolution.
Additionally, the proposed Resolution provides the structure for the issuance of other
Bonds and other forms of indebtedness of the City payable from the Net Revenues of
the Stormwater System for the purpose of paying all or any part of the cost of any other
improvements to the Stormwater System or to refund or refinance all or a portion of the
Bonds or any other series or other indebtedness of the City incurred with respect to the
Stormwater System then outstanding. All such additional actions would require approval
of the Mayor and City Commission.
Conclusion
The Administration recommends that the Mayor and City Commission of the City of
Miami Beach, Florida, approve the resolution on first reading and schedule a second
reading public hearing.
JLM/PDW/GE/JAR
Attachments (presented in draft form to be finalized for second reading):
Bond Purchase Agreement
Disclosure Dissemination Agreement
The Preliminary Official Statement (POS)
T:\Agenda/201 5/March 1 8/Regular/Stormwater Bonds Series 201 5-Comm Memo
20
RESOLUTION NO.
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA AUTHORIZING THE ISSUANCE OF NOT
TO EXCEED $IOO,OOO,OOO IN AGGREGATE PRINCIPAL AMOLTNT OF
CITY OF MIAMI BEACH, FLORIDA STORMWATER REVENUE BONDS,
SERIES 2015, FOR THE PRINCIPAL PURPOSE OF PAYING A PART OF
THE COST OF CERTAIN IMPROVEMENTS TO THE STORMWATER
UTILITY, PURSUANT TO SECTION 209 OF RESOLUTION NO. 2OOO-24127
ADOPTED BY THE CITY ON OCTOBER 18, 2000; PROVIDING THAT SAID
SERIES 2OI5 BONDS AND INTEREST THEREON SHALL BE PAYABLE
SOLELY AS PROVIDED TN SAID RESOLUTION NO. 2OOO-24127 AND THIS
RESOLUTION; PROVIDING CERTAIN DETAILS OF THE SERIES 2015
BONDS; DELEGATING OTHER DETAILS AND MATTERS IN
CONNECTION WITH THE ISSUANCE OF THE SERIES 2015 BONDS,
INCLUDTNG WHETHER THE SERIES 2OI5 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 MAYOR, WITHIN THE LIMITATIONS AND
RESTRICTIONS STATED HEREIN; PERMITTING CONDITIONAL
OPTIONAL REDEMPTION OF THE SEzuES 2015 BONDS; APPOINTING
UNDERWRITERS, A BOND REGISTRAR AND A DISCLOSURE
DISSEMINATION AGENT; AUTHORIZTNG THE NEGOTIATED SALE OF
THE SERTES 2OI5 BONDS AND APPROVING THE FORM OF AND
AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT;
AUTHORIZING AND DIRECTTNG THE BOND REGISTRAR TO
AUTHENTICATE AND DELIVER THE SERIES 2OI5 BONDS; APPROVING
THE FORM OF AND DISTzuBUTION OF A PRELIMINARY OFFICIAL
STATEMENT AND AN OFFICIAL STATEMENT AND AUTHORIZTNG THE
EXECUTION OF THE OFFICIAL STATEMENT; PROVIDTNG FOR THE
APPLICATION OF THE PROCEEDS OF THE SERIES 2OI5 BONDS AND
CREATING CERTAIN FUNDS, ACCOUNTS AND SUBACCOTINTS;
AUTHORIZING A BOOK-ENTRY REGISTRATION SYSTEM WITH
RESPECT TO THE SERIES 2OI5 BONDS; COVENANTING TO PROVIDE
CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 2015
BONDS AND APPROVING THE FORM OF AND AUTHORIZING THE
EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE
AGREEMENT; AUTHORIZING OFFICERS AND EMPLOYEES OF THE
CITY TO TAKE ALL NECESSARY RELATED ACTIONS; AND PROVIDING
FOR AN EFFECTIVE DATE.
WHEREAS, the City of Miami Beach, Florida (the "City") currently owns, maintains and
operates a Stormwater Utility (as such term and all other capitalized terms used in this resolution
and not defined herein are dehned in the hereinafter described Original Resolution); and
4304534/3/MtAMt 21
WHEREAS, the City has heretofore issued its (i) $16,185,000 original principal amount
of City of Miami Beach, Florida Stormwater Revenue Refunding Bonds, Taxable Series 20091-
2, currently Outstanding in the principal amount of $10,375,000, pursuant to Resolution No.
2000-24127 adopted by the Commission on October 18, 2000 (the "Original Resolution" and as
amended and supplemented from time to time, the "Bond Resolution"), and Resolution No.
2009-27242 adopted by the Commission on October 14, 2009, and (ii) S52,130,000 original
principal amount of City of Miami Beach, Florida Stormwater Revenue Bonds, Series 2011A, all
of which are currently Outstanding, and $26,575,000 original principal amount of City of Miami
Beach, Florida Stormwater Revenue Refunding Bonds, Series 20llB, currently outstanding in
the principal amount of $26,240,000, pursuant to the Original Resolution and Resolution No.
20ll-27782 adopted by the Commission on October 19,20ll and
WHEREAS, the City has determined that certain capital improvements to the Stormwater
Utility as more particularly described in Exhibit A attached hereto and made a part hereof
(collectively, the "Series 2015 Project") are necessary and desirable for the furtherance of the
health, safety and welfare of the users of the Stormwater Utility and the residents of the City; and
WHEREAS, Section 209 of the Original Resolution provides for the issuance of
Additional Bonds under the Bond Resolution for the principal purpose of paying all or any part
of the Cost of any Improvements, upon meeting certain conditions contained in said Section 209;
and
WHEREAS, the Series 2015 Project constitutes [mprovements under the Bond
Resolution; and
WHEREAS, the City has determined that it is desirable to issue Additional Bonds (the
"Series 2015 Bonds") pursuant to the provisions of Section 209 of the Original Resolution and
this resolution, which constitutes a Series Resolution for the Series 2015 Bonds under the Bond
Resolution, for the purpose of paying, together with any other available moneys of the City, a
part of the Cost of the Series 2015 Project and funding as necessary the Reserve Account; and
WHEREAS, the Commission has determined that it is in the best interest of the City to
delegate to the Mayor, who shall rely upon the recommendations of the Chief Financial Officer
of the City (the "Chief Financial Officer"), who is the officer succeeding to the principal
functions of the Finance Director, and RBC Capital Markets, LLC, the City's financial advisor
(the "Financial Advisor"), the determination of various terms of the Series 2015 Bonds, whether
the Series 2015 Bonds shall not be secured by the Reserve Account, whether to secure a Credit
Facility and/or Reserve Account Insurance Policy with respect to the Series 2015 Bonds, the
final award of the Series 2015 Bonds, including execution of the Series 2015 Bond Purchase
Agreement (as hereinafter defined), and other actions in connection with the issuance of the
Series 2015 Bonds, all as provided and subject to the limitations contained herein; and
WHEREAS, the City has determined that due to the character of the Series 2015 Bonds,
current favorable market conditions, the uncertainty inherent in a competitive bidding process
and the recommendations of the Financial Advisor, it is in the best interest of the City to
authorize the negotiated sale of the Series 2015 Bonds; and
4304534/3/MtAMt 22
WHEREAS, in connection with the issuance of the Series 2015 Bonds, the requirements
of Ordinance No. 2007 -3582, adopted by the Commission on November 21, 2007 , including the
holding of two public hearings, have been complied with prior to the adoption of this Series
Resolution;
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA:
SECTION l. 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 $100,000,000 is authorizedto 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, a part of the Cost of the Series
2015 Project and funding as necessary the Reserve Account. The Series 2015 Bonds shall be
designated "City of Miami Beach, Florida Stormwater Revenue Bonds, Series 2015," shall be
issued as Current Interest Bonds, shall be issued in fully registered form as provided in Section
202 of the Original Resolution, shall be in the denominations of $5,000 or any whole multiple
thereof and shall be numbered R-l upwards.
The Series 2015 Bonds shall be issued in such aggregate principal amount, shall be dated
and issued at such time or times, shall be in the form of Serial Bonds and/or Term Bonds, shall
have such Interest Payment Dates, shall bear interest at such fixed rates, but not to exceed the
maximum rate permitted by law, shall be stated to mature on such dates, but not later than
September 30,2045, as to any Term Bonds, shall have Amortization Requirements payable in
such amounts and on such dates, and shall be subject to redemption prior to maturity, all as shall
be determined by the Mayor, after consultation with the Chief Financial Officer and the
Financial Advisor, and specified in a certificate of the Mayor executed at the time of the sale of
the Series 2015 Bonds (the "Series 2015 Mayor's Certificate"). Term Bonds, if any, will be
subject to mandatory redemption at par, without premium, each year in amounts equal to the
respective Amortization Requirements therefor. Principal of and interest and redemption
premium, if any, on the Series 2015 Bonds shall be payable in accordance with the provisions of
the Bond Resolution. The execution of the Series 2015 Mayor's Certificate shall be conclusive
evidence of the City's approval of the details of the Series 2015 Bonds.
If the Mayor determines, in reliance upon the recommendations of the Chief Financial
Officer and the Financial Advisor, that there is an economic benefit to the City to secure and pay
for a Credit Facility and/or a Reserve Account Insurance Policy with respect to all or a portion of
the Series 2015 Bonds, the Mayor is authorized to secure a Credit Facility and/or a Reserve
Account Insurance Policy with respect to all or a portion of the Series 2015 Bonds. The Mayor
is authorized to provide for the payment of any premiums for such Credit Facility and/or Reserve
Account Insurance Policy from the proceeds of the Series 2015 Bonds and, 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
4304534/3/MtAMt 23
Account Insurance Policy shall supplement and be in addition to the provisions of the Bond
Resolution.
SECTION 3. In accordance with the provisions of the Bond Resolution, the Series 2015
Bonds shall be limited obligations of the City payable solely from the Net Revenues and, to the
extent provided in the Bond Resolution, from certain Funds and Accounts which are pledged to
the payment thereof in the manner provided in the Bond Resolution, ffid 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 notwithstanding anything to the contrary contained in
the Bond Resolution, to the extent so determined by the Mayor, in reliance upon the
recommendations of the Chief Financial Officer and the Financial Advisor, the Series 2015
Bonds shall not be secured by, nor payable from moneys, Reserve Account Insurance Policies or
Reserve Account Letters of Credit on deposit in, the Reserve Account created under the Bond
Resolution and in which case the Reserve Account Requirement with respect to the Series 2015
Bonds shall be $0.00.
SECTION 4. In the case of an optional redemption of the Series 2015 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 Section. 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 2015 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 Bond Resolution.
SECTION 5. It is hereby found and determined that due to the character of the Series
2015 Bonds, current favorable market conditions, the uncertainty inherent in a competitive
bidding process and the recommendations of the Financial Advisor, the negotiated sale of the
Series 2015 Bonds is in the best interest of the City. The negotiated sale of the Series 2015
Bonds to Wells Fargo Bank, National Association (the "Senior Managing Underwriter") on
behalf of itself and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Siebert
Brandford 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) of not less than 99Yo of the aggregate principal amount of the Series
2015 Bonds (the "Minimum Purchase Price") and at a true interest cost rate ("TIC") not to
exceed 5.25% (the "Maximum TIC"). The Mayor, after consultation with the Chief Financial
Officer and the Financial Advisor, is hereby authorized to award the Series 2015 Bonds to the
Underwriters at a purchase price of not less than the Minimum Purchase Price and at a TIC not in
4304534/3/MtAMt 24
excess of the Maximum TIC. The execution and delivery of the Series 2015 Bond Purchase
Agreement for and on behalf of the City by the Mayor shall be conclusive evidence of the City's
acceptance of the Underwriters'proposal to purchase the Series 2015 Bonds.
SECTION 6. Upon compliance with the requirements of Section 218.385, Florida
Statutes, by the Underwriters, the Commission hereby authorizes the Mayor to execute and
deliver a Bond Purchase Agreement for the Series 2015 Bonds (the "Series 2015 Bond Purchase
Agreement") for and on behalf of the City, in substantially the form presented at the meeting at
which this Series Resolution was considered, subject to such changes, modifications, insertions
and omissions and such filling-in of blanks therein as may be determined and approved by the
Mayor, after consultation with the Chief Financial Officer and the City Attorney. The execution
of the Series 2015 Bond Purchase Agreement for and on behalf of the City by the Mayor shall be
conclusive evidence of the City's approval of the Bond Purchase Agreement.
SECTION 7. The Bond Registrar is hereby authorized and directed to authenticate the
Series 2015 Bonds and to deliver the Series 2015 Bonds to or upon the order of the Underwriters
upon payment of the purchase price, as shall be set forth in the Series 2015 Bond Purchase
Agreement, and satisfaction of the conditions contained in Section 209 of the Original
Resolution.
SECTION 8. The proposed Preliminary Official Statement (the "Series 2015
Preliminary Official Statement") and Official Statement (the'oSeries 2015 Official Statement")
in connection with the issuance of the Series 2015 Bonds are hereby approved in substantially
the form of the Series 2015 Preliminary Official Statement presented at the meeting at which this
Series Resolution was considered, subject to such changes, modifications, insertions and
omissions and such filling-in of blanks therein as may be determined and approved by the
Mayor, after consultation with the Chief Financial Officer and the City Auorney. The execution
of the Official Statement, for and on behalf of the City by the Mayor and the City Manager shall
be conclusive evidence of the City's approval of the Series 2015 Preliminary Official Statement
and the Series 2015 Official Statement. The distribution of said Series 2015 Preliminary Official
Statement and Series 2015 Official Statement in connection with the marketing of the Series
2015 Bonds and the execution and delivery of the Series 2015 Official Statement by the Mayor
and the City Manager are hereby authorized. The Mayor or his designee, after consultation with
the Chief Financial Officer and the City Attorney, is hereby authorized to make any necessary
certifications to the Underwriters regarding a near final or deemed final official statement, if and
to the extent required by Rule l5c2-12 of the United States Securities and Exchange Commission
(the "Rule").
SECTION 9. The proceeds of the Series 2015 Bonds shall be applied in accordance
with the provisions of Section 209 of the Original Resolution and this Series Resolution, all as
specified in a certificate of the Chief Financial Officer delivered concurrently with the issuance
of the Series 201 5 Bonds, including, to the extent provided in such certif,rcate, for the payment of
interest accruing on the Series 2015 Bonds prior to, during and after construction of the Series
2015 Project.
In accordance with the provisions of the Bond Resolution, there is hereby created within
the Construction Fund a "Series 2015 Construction Account" and within said Series 2015
4304534/3/MtAMt 25
Construction Account, a "Series 2015 Construction Subaccount" forthe deposit of proceeds of
the Series 2015 Bonds to be applied to the payment of a part of the Cost of the Series 2015
Project, other than the portion of such part representing expenses incurred in the issuance of the
Series 2015 Bonds, and a "Series 2015 Cost of Issuance Subaccount" for the deposit of proceeds
of the Series 2015 Bonds to be applied to the payment of expenses incurred in the issuance of the
Series 2015 Bonds.
The proceeds of the Series 2015 Bonds shall be invested in accordance with the
provisions of Section 602 of the Original Resolution in Investment Obligations as determined by
the Chief Financial Officer.
SECTION 10. In connection with the issuance of the Series 2015 Bonds and for the
purpose of complying with the covenants contained in Section 605 of the Original Resolution,
there is hereby created a special fund designated o'Series 2015 Arbitrage Rebate Fund," which
shall be held by the City and constitute an Arbitrage Rebate Fund under the Bond Resolution.
SECTIONII. The Series 2015 Bonds shall be executed in the form and manner
provided in the Bond Resolution. The Series 2015 Bonds are hereby authorized to be issued
initially in book-entry form and registered in the name of The Depository Trust Company, New
York, New York ("DTC"), or its nominee which will act as securities depository for the Series
2015 Bonds. The Chief Financial Officer is hereby authorized and directed to execute any
necessary letters of representations with DTC and, notwithstanding the provisions of the Bond
Resolution, to do all other things, comply with all requirements and execute all other such
documents as are incidental to such book-entry system. In the event a book-entry system for the
Series 2015 Bonds ceases to be in effect, the Series 2015 Bonds shall be issued in fully
certificated form.
SECTION 12. For the benefit of the Holders and beneficial owners from time to time of
the Series 2015 Bonds, the City agrees, in accordance with and as the only obligated person with
respect to the Series 2015 Bonds under the Rule, to provide or cause to be provided certain
financial information and operating data, financial statements and notices, in such manner, as
may be required for purposes of paragraph (b)(5) of the Rule. [n order to describe and specify
the terms of the City's continuing disclosure agreement, the Chief Financial Officer is hereby
authorized and directed to enter into and deliver, in the name and on behalf of the City, a
Disclosure Dissemination Agent Agreement (the "Series 2015 Continuing Disclosure
Agreement"), with Digital Assurance Certification, L.L.C. ("DAC"), which is hereby appointed
as disclosure dissemination agent with respect to the Series 2015 Bonds, in substantially the form
presented at the meeting at which this Series Resolution was considered, subject to such changes,
modifications, insertions and omissions and such filling-in of blanks therein as may be
determined and approved by the Chief Financial Officer, after consultation with the City
Attorney. The execution of the Series 2015 Continuing Disclosure Agreement, for and on behalf
of the City by the Chief Financial Officer, shall be deemed conclusive evidence of the City's
approval of the Series 2015 Continuing Disclosure Agreement. Notwithstanding any other
provisions of the Bond Resolution, including this Series Resolution, any failure by the City to
comply with any provisions of the Series 2015 Continuing Disclosure Agreement shall not
constitute an Event of Default under the Bond Resolution and the remedies therefor shall be
solely as provided in the Series 2015 Continuing Disclosure Agreement.
4304534/3/MtAMt 26
The Chief Financial Officer is further authorized to establish procedures in order to
ensure compliance by the City with the Series 2015 Continuing Disclosure Agreement, including
the timely provision of information and notices. Prior to making any filing in accordance with
such agreement, the Chief Financial Officer may consult with, as appropriate, the City Attorney
or Bond Counsel. The Chief Financial Officer, acting in the name and on behalf of the City,
shall be entitled to rely upon any legal advice provided by the City Attorney or Bond Counsel in
determining whether a filing should be made.
SECTION 13. U.S. Bank National Association is hereby appointed as Bond Registrar for
the Series 2015 Bonds.
SECTION 14. The officers, agents and employees of the City, the Bond Registrar and
DAC are hereby authorized and directed to do all acts and things and execute and deliver all
documents, agreements and certificates required of them by the provisions of the Series 2015
Bonds, the Bond Resolution, the Series 2015 Bond Purchase Agreement, the Series 2015
Continuing Disclosure Agreement and this Series Resolution, for the full, punctual and complete
performance of all the terms, covenants, provisions and agreements of the Series 2015 Bonds,
the Bond Resolution, the Series 2015 Bond Purchase Agreement, the Series 2015 Continuing
Disclosure Agreement and this Series Resolution.
SECTION 15. This Series Resolution shall become effective immediately upon its
adoption.
PASSED AND ADOPTED this day of .2015.
Mayor
(Seal)
Attest:
City Clerk
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4304534/3/MtAMt
(
27
EXHIBIT A
SERIES 20I5 PROJECT
The Series 2015 Project includes the following:
. Repair, replace and/or install curbs and gutters
o Reconstruct and/or raise streets and sidewalks
o Repair, replace and,/or install collection systems (including, but not limited to,
catch basins, manholes and storage facilities)
o Construct pumping stations and water quality treatment devices
o Repair and/or upgrade existing outfalls (including, but not limited to, tidal
backflow prevention devices)
The Commission may approve by resolution other Improvements as part of the Series
2015 Project in addition to and/or in lieu of one or more of the above [mprovements.
4304534/3/MtAMt
A-l
28
of
DISCLOSURE DISSEMINATION AGENT AGRE,EMENT
This Disclosure Dissemination Agent Agreement (the "Disclosure Agreement"), dated as
2015, 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 ofthe 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 (bX5Xi) 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 (bXs)(D
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
4304536/2/MtAMt
29
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 t 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.
"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, intemrptions 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, intemrptions in Intemet service or telephone service (including due to a virus,
electrical delivery problem or similar occurrence) that affect Internet users generally, or in the
local area in which the Disclosure Dissemination Agent or the MSRB is located, or acts of any
govemment, regulatory or any other competent authority the effect of which is to prohibit the
Disclosure Dissemination Agent from perfornance 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 ol 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 inparagraph (bX5Xi)(C) of the Rule
and listed in Section 4(a) of this Disclosure Agreement.
"Obligated Person" means any person, including the Issuer, who is either generally or
through an enterprise, fund, or account of such person committed by contract or other
arrangement to support payment of all, or part of the obligations on the Bonds (other than
providers of municipal bond insurance, letters of credit, or other liquidity facilities).
"Official Statement" means that Official Statement prepared by the Issuer in connection
with the Bonds.
4304536/2/MrAMt
30
"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 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 30,2015. 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 Dissernination 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
Certificationby 12:00 noon on the first business day following the Annual Filing Date 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 shall, when the Audited Financial Statements are available,
provide in a timely manner an electronic copy to the Disclosure Dissemination Agent,
accompanied by a Certification, for filing with the MSRB.
(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) arrd 2(b) with the MSRB;
4304536/2/MtAMt
31
(iii) upon receipt, promptly file each Audited Financial Statement 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, identifuing 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 the Section of this Disclosure Agreement indicated:
1. "Principal and interest payment delinquencies," pursuant to
Sections 4(c) and a(a)(l);
2. 'Non-Payment related defaults, if material," pursuant to Sections
4(c) and a@)Q);
3. "Unscheduled draws on debt service reserves reflecting financial
difficulties," pursuant to Sections 4(c) and a(a)(3);
4. "Unscheduled draws on credit enhancements reflecting financial
difficulties," pursuant to Sections 4(c) and a@)@);
5. "Substitution of credit or liquidity providers, or their failure to
perform," pursuant to Sections 4(c) and a(a)(5);
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," pursuant to Sections 4(c) and a@)$);
7. "Modifications to .ights of securities holders, if material," pursuant
to Sections 4(c) and a@)Q);
8. "Bond calls, if material, and tender offers" pursuant to Sections
4(c) and a(aX8);
9- "Defeasances," pursuant to Sections 4(c) and a(a)(9);
10. "Release, substitution, or sale of property securing repayment of
the securities, if material," pursuant to Sections 4(c) and 4(a)(10);
1 1. "Rating changes," pursuant to Sections 4(c) and a(a)(1 1);
12. "Bankruptcy, insolvency, receivership or similar event of the
obligated person," pursuant to Sections 4(c) and a@)Q2);
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
4304536/2/MtAMr
32
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," pursuant to Sections 4(c) and 4(a)(13); and
14. "Appointment of a successor or additional trustee or the change of
name of a trustee, if material," pursuant to Sections 4(c) and a@)Q\.
(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(bxii) or Section 2(c) of
this Disclosure Agreement;
(vi) upon receipt, promptly file the text of each Voluntary Report received
under Section 7 with the MSRB.
(vii) provide the Issuer evidence of the filings of each of the above when made,
which shall be by means of the DAC system, for so long as DAC is the Disclosure
Dissemination Agent under this Disclosure Agreement.
(0 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 1 1:59 p.m. Eastem time on the same business
day; provided, however, the Disclosure Dissemination Agent shall have no liability for any delay
in filing with the MSRB if such delay is caused by a Force Majeure Event, provided that the
Disclosure Dissemination Agent uses reasonable efforts to make any such filing as soon as
possible.
SECTION 3. Content of Annual Reports.
(a) Each Annual Report shall contain the following Annual Financial Information
with respect to the Stormwater Utility for the prior Fiscal Year: the information in the Official
Statement under the captions ["THE STORI\AVATER UTILITY - Rates" Fees and Charges" and..HISTORICAL AND FORECASTED SCHEDULE OF NET REVENUE, DEBT SERVICE AND
DEBT COVERAGE".I
(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 Sectio n 2(d).
4304536t2tMtAMt
33
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:
l. 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
refl ecting fi nancial diffi culties;
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 Bonds;
1. 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;
1 1. Rating changes on the Bonds;
12. Bankruptcy, insolvency, receivership or similar event of the Obligated
Person;
Note: for the purposes ofthe event identified in this subsection 4(a)(12), the eyent is considered to
occur when any of the following occur: the appointment of a receiver, fiscal agent or similor fficer for an
4304536/2/MtAMt
34
Obligated Person in a proceeding under the U.S. Banlwuptcy 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 fficials or fficers in possession but subject to the supervision and orders
of a court or governmental outhority, or the entry of qn order confirming a plan of reorganization,
arrqngement 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; and
14. Appointment of a successor or additional trustee or the change of name of
a trustee, if material.
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 occurence of a Notice Event. Such
notice shall instruct the Disclosure Dissemination Agent to report the occurrence pursuant to
subsection (c) and shall be accompanied by a Certification. Such notice or Certification shall
identifi, the Notice Event that has occured (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 (bxii) of this Section 4 to report the occurrence of a Notice Event,
the Disclosure Dissemination Agent shall promptly file a notice of such occurrence with the
MSRB in accordance with Section 2(e)(iv) hereof.
4304536/2/MrAMr
35
SECTION 5. CUSIP Numbers. Whenever providing information to the Disclosure
Dissemination Agent, including but not limited to Annual Reports, documents incorporated by
reference to the Annual Reports, Audited Financial Statements, notices of Notice Events, Failure
to File Events and Voluntary Reports filed pursuant to Section 7(a), the Issuer shall indicate the
full name of the Bonds and the 9-digit CUSIP numbers for the Bonds as to which the provided
information relates.
SECTION 6. Additional Disclosure Obligations. The Issuer acknowledges and
understands that other state and federal laws, including but not limited to the Securities Act of
1933 and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, may apply to the
Issuer, and that the failure of the Disclosure Dissemination Agent to so advise the Issuer shall not
constitute a breach by the Disclosure Dissemination Agent of any of its duties and
responsibilities under this Disclosure Agreement. The Issuer acknowledges and understands that
the duties of the Disclosure Dissemination Agent relate exclusively to execution of the
mechanical tasks of disseminating information as described in this Disclosure Agreement.
SECTION 7. Voluntarlz 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 Aqent. The Issuer has appointed Digital
Assurance Certification, L.L.C. as exclusive Disclosure Dissemination Agent under this
Disclosure Agreement. The Issuer may, upon thirty days written notice to the Disclosure
Dissemination Agent, replace or appoint a successor Disclosure Dissemination Agent. Upon
termination of DAC's services as Disclosure Dissemination Agent, whether by notice of the
4304536/2/MtAMt
36
Issuer or DAC, the Issuer agrees to appoint a successor Disclosure Dissemination Agent or,
alternately, agrees to assume all responsibilities of Disclosure Dissemination Agent under this
Disclosure Agreement for the benefit of the Holders of the Bonds. Notwithstanding any
replacement or appointment of a successor, the Issuer shall remain liable until payment in full for
any and all sums owed and payable to the Disclosure Dissemination Agent. The Disclosure
Dissemination Agent may resign at any time by providing thirty days' prior written notice to the
Issuer.
SECTION 10. Remedies in Event of Default. In the event of a failure of the Issuer or
the Disclosure Dissemination Agent to comply with any provision of this Disclosure Agreement,
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.
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 paynent 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.
4304536/2/MtAMt
37
(c) All documents, reports, notices, statements, information and other materials
provided to the MSRB under this Disclosure Agreement shall be provided in an electronic format
and accompanied by identifying information as prescribed by the MSRB.
SECTION 12. Amendment: Waiver. Notwithstanding any other provision of this
Disclosure Agreement, the Issuer and the Disclosure Dissemination Agent may amend this
Disclosure Agreement and any provision of this Disclosure Agreement may be waived, if such
amendment or waiver is supported by an opinion of counsel expert in federal securities laws
acceptable to both the Issuer and the Disclosure Dissemination Agent to the effect that such
amendment or waiver does not materially impair the interests of Holders of the Bonds and would
not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or
waiver had been effective on the date hereof but taking into account any subsequent change in or
official interpretation of the Rule; provided neither the Issuer or the Disclosure Dissemination
Agent shall be obligated to agree to any amendment modifying their respective duties or
obligations without their consent thereto.
Notwithstanding the preceding paragraph, the Disclosure Dissemination Agent shall have
the right to adopt amendments to this Disclosure Agreement necessary to comply with
modifications to and interpretations of the provisions of the Rule as announced by the Securities
and Exchange Commission from time to time by giving not less than 20 days written notice of
the intent to do so together with a copy of the proposed amendment to the Issuer. No such
amendment shall become effective if the Issuer shall, within 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
Agreernent 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
agreernent of any present or future officer, agent or employee of the Issuer in other than that
person's offi cial capacity.
SECTION 14. Beneficiaries. This Disclosure Agreement shall inure solely to the
benefit of the Issuer, the Disclosure Dissemination Agent, the Underwriter, and the Holders from
time to time of the Bonds, and shall create no rights in any other person or entity.
SECTION 15. Governins Law. This Disclosure Agreement shall be govemed 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.
4304536/2/MtAMt
10
38
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 AS SURANCE CERTIFICATION,
L.L.C., as Disclosure Dissemination Agent
By:
Name:
Title:
CITY OF MIAMI BEACH, FLORIDA,
as Issuer
By:
Patricia D. Walker
Chief Financial Officer
11
4304536t2tMtAMt
39
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: Stormwater Revenue Bonds, Series 2015
Date of Issuance:
Date of Official Statement:
,2015
CUSIP Numbers:
20t5
A-1
4304536/2/MrAMt
40
EXHIBIT B
NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT
City of Miami Beach, FloridaIssuer:
Obligated Person: City of Miami Beach, Florida
Name of Bond Issue: Stormwater Revenue Bonds, Series 2015
Date of Issuance:,2015
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 , 2015, 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
B-1
4304536/2/MrAMt
41
CITY OF MIAMI BEACH, FLORIDA
Stormwater Revenue Bonds,
Series 2015
BOND PURCHASE AGREEMENT
201.5
Mayor and City Commission
City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beactu Florida 33139
Ladies and Gentlemen:
Wells Fargo Bank, National Association (the "Senior Managing UnderwrTter"), acting on
behalf of itself and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Siebert
Brandford Shank & Co., LLC (collectively, with the Senior Managing Underwriter, the
"IJnderwriters"), 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
theUnderwritersoftheCity,s$-StormwaterRevenueBonds,Series2015(the,,SerieS
2015 Bonds"). This offer is made subject to acceptance by the City prior to 5:00 p.m. (Eastem
Time) on the date hereof. Upon such acceptance, this Purchase Agreement will be in full force
and effect in accordance with its terms and will be binding on the City and the Underwriters. If
this offer is not so accepted, it is subject to withdrawal by the Underwriters upon written notice
delivered to the City at any time prior to such acceptance. In conformance with Section 218.385,
Florida Statutes, as amended, the Underwriters hereby deliver the Disclosure and Truth-in-
Bonding Statement attached hereto as Exhibit "A." Capitalized terms used in this Purchase
Agreement, but not defined, are used with the meanings ascribed to them in the Bond
Resolution hereinafter described.
The Senior Managing Underwriter represents that it is authorized on behalf of itself and
the other Underwriters to enter into this Purchase Agreement and to take any other actions that
may be required on behalf of the Underwriters.
SECTION 1.
(a) Upon the terms and conditions and upon the basis of the representations and
warranties herein set forth, the Underwriters hereby agree to purchase from the
59100100987622.DOCv3
42
(b)
City, and the City hereby agrees to sellto the Underwriters all (but not less than
all) of the Series 2015 Bonds for a purchase price equal to $(which
purchase price is the aggregate principal amount of the Series 2015 Bonds of
$-plus/minusanetoriginalissuepremium/discountof$-
andlessanUnderwriters,discountof$-).Thepurchasepriceforthe
Series 2015 Bonds shall be payable to the City in immediately available funds.
In connection with the execution of this Purchase Agreement, the Senior
Managing Underwriter, on behalf of the Underwriters, has delivered to the
City a wire transfer credited to the order of the City in immediately available
federal funds in the aggregate amount of Dollars
($-)(the''GoodFaithDeposit''),whichisbeingdeIiveredtotheCity
on account of the purchase price of the Series 2015 Bonds and as security for
the performance by the Underwriters of their obligation to accept and to pay
for the Series 2015 Bonds. If the City does not accept this offer, the Good Faith
Deposit shall be immediately returned to the Senior Managing Underwriter by
wire transfer credited to the order of the Senior Managing Underwriter in the
amount of the Good Faith Deposit, in federal funds to the Senior Managing
Underwriter. In the event the Closing takes place, the amount of the Good
Faith Deposit shall be credited against the purchase price of the Series 2015
Bonds pursuant to Section 1(a). In the event of the City's failure to deliver the
Series 2015 Bonds at the Closing, or if the City shall be unable at or prior to the
Closing to satisfy the conditions to the obligations of the Underwriters
contained in this Purchase Agreement (unless such conditions are waived by
the Senior Managing Underwriter), or if the obligations of the Underwriters
shall be terminated for any reason permitted by this Purchase Agreement, the
City shall immediately wire to the Senior Managing Underwriter in federal
funds the Good Faith Deposit without interest, and such wire shall constitute a
full release and discharge of all claims by the Underwriters against the City
arising out of the transactions contemplated by this Purchase Agreement. In
the event that the Underwriters fail other than for a reason permitted under
this Purchase Agreement to accept and pay for the Series 2015 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 o{ 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.
59 100 I 00987 622. DOCv3
43
(c) The Series 2015 Bonds will be issued pursuant to Chapter 1.66,Florida Statutes, as
amended, the City of Miami Beach Charter and Section 403.0893(1), Florida
Statutes, and other applicable provisions of law (collectively, the "Act"), and
pursuant and subject to the terms and conditions of Resolution No.2000-24127
adopted by the Mayor and City Commission of the City of Miami Beach,
Florida (the "Commission") on October 18, 2000, as amended and
supplemented from time to time, and as particularly supplemented by
Resolution No. 2015-_ adopted by the Commission on
2015 (collectively, "Bond Resolution"). The Series 2015 Bonds willbe secured
as provided in the Bond Resolution. The Series 2015 Bonds shall mature and
have such other terms and provisions as are described on Exhibit "8" hereto.
Proceeds of the Series 2015 Bonds will provide funds, together with other
available funds, to (i) pay the costs of certain capital improvements to the
Stormwater Utility as described in the Bond Resolution (the "Series 2015
Project"), (ii) [fund required reserves, and (iii)] pay costs of issuance of the
Series 2015 Bonds. It shall be a condition to the obligation of the City to sell
and deliver the Series 2015 Bonds to the Underwriters, and to the obligation of
the Underwriters to purchase and accept delivery of the Series 2015 Bonds,
that the entire aggregate principal amount of the Series 2015 Bonds shall be
sold and delivered by the City and accepted and paid for by the Underwriters
at the Closing. [Upon delivery of the Series 2015 Bonds, the County shall
deposit into a subaccount in the the Reserve Account a Reserve Account
InsurancePolicyissuedby-(the''Insurer'')tosecuretheSeries
2015 Bonds (the "20L5 Reserve Account Insurance Policy").)
The Underwriters agree to make a bona fide pt;[:lic offering of substantially all
of the Series 2015 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 Statemen| 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 2015 Bonds.
At the Closing, the Underwriters shall deliver to the City a certificate, in a
form acceptable to Bond Counsel, stating the facts of the sale of the Series 2015
Bonds in a manner such that the issue price can reasonably be established.
The City shall deliver, or cause to be delivered, at its expense, to the Senior
Managing Underwriter, within seven (7) business days after the date hereof or
within such shorter period as may be requested by the Senior Managing
Underwriter, and in no event later than required to enable the Underwriters to
comply with thefu responsibilities under applicable rules of the Municipal
Securities Rulemaking Board ("MSRB"): (i) sufficient copies of the Official
(d)
(e)
59100100987622.DOCv3
44
Statement to enable the Underwriters to fulfill their obligations pursuant to the
securities laws of the State of Florida and the United States, in form and
substance satisfactory to the Senior Managing Underwriter, and (ii) an executed
original counterpart or certified copy of the Official Statement at Closing. In
determining whether the number of copies to be delivered by the City are
reasonably necessary, at a minimum, the number shall be sufficient to enable the
Underwriters to comply with the requirements of the Rule, all applicable rules of
the MSRB, and to fulfill its duties and responsibilities under Florida and federal
securities laws generally.
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.
(0 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
Statemenf 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 2015 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 amendmenf the other may
terminate this Purchase Agreement. If subsequent to Closing, the City
determines that any evenf condition or circumstance requires the publication of
a supplement or amendment to the Official Statement, then the approval of the
Underwriters shall not be required, although the City agrees to seek the approval
of the Underwriters to such supplement or amendment, and the Underwriters
59100100987622.DOCv3
45
shall use their reasonable best efforts to distribute the supplement or amendment
with the Official Statement. The parties agree to cooperate in good faith with
regard to the form and manner of the supplement or amendment to the Official
Statement.
(S) The City hereby approves and authorizes the delivery and distribution of 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 2015
Bonds.
SECTION 2.
The City represents and warrants to and agrees with the Underwriters as follows:
(a) The Bond Resolution and the Rate Instrument (as hereinafter defined) were
adopted and/or enacted 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 fullright, power and authority to adopt and/or enact
the Bond Resolution and the Rate l:rstrument. 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 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, [Impact Fees and Special Assessments] for the
payment of principal and interest on the Series 2015 Bonds on parity and equal
status with the City's Stormwater Revenue Refunding Bonds, Series 2009J-2,
Stormwater Revenue Bonds, Series 201.1A, and Stormwater Revenue Refunding
Bonds, Series 200118 (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 atl 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
59100100987622.DOCv3
5
46
(c)
therein, in the light of the circumstances under which they were made, not
misleading. The Series 2015 Bonds, the Bond Resolution, the Rate Instrument
and the Disclosure Dissemination Agent Agreement relating to the Series 2015
Bonds (the "Continuing Disclosure Agreement") conform to the descriptions
thereof set forth in the Official Statement.
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 indenfure, bond, note, resolutioru 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, i. *y
such case to the extent that the same would have a material and adverse effect
upon the business or properties or financial condition of the City including the
City's receipts of the Net Revenues[Impact Fees and Special Assessments] in the
amount contemplated by the Official Statemen| and the execution and delivery
of the Series 2015 Bonds, the Continuing Disclosure Agreement, [the Financial
Guaranty Agreement between the City and the Insurer relating to the 2015
Reserve Account Insurance Policy (the "Financial Guaranty Agreement");] and
this Purchase Contract 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, indenfure, bond, note, resolutiory agreement
or other instrument to which the City is a party or to which the City or any of its
properties or other assets is otherwise subject, nor will any such execution,
delivery, adoption or compliance result in the creation or imposition of any lien,
charge or other security interest or encumbrance of any nafure whatsoever upon
any of the properties or the assets of the City under the terms of any such Iaw,
regulation or instrument, except as provided or permitted by the Series 2015
Bonds and the Bond Resolution.
As of its date, the Preliminary Official Statement was deemed "final" (except for
permitted omissions) by the City for purposes of paragraph (bX1) of the Rule.
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.
The City has full right, power and authority to issue, sell and deliver the Series
2015 Bonds to the Underwriters as described herein; to provide funds to {inance
(d)
(e)
(0
59100100987622.DOCv3
47
the 2015 Project; to have enacted md/or adopted the ordinances and/or
resolutions which established the rates, fees, rentals, charges and other income
which comprise Revenues of the Stormwater Utility, [Impact Fees and Special
Assessmentsl (collectively, the "Rate Instrument"); to enter into this Purchase
Agreement, [the Financial Guaranty Agreement,] and the Continuing Disclosure
Agreement (collectively, the "Bond Documents"), to issue and deliver the Series
2015 Bonds as provided in this Purchase Agreement and the Bond Resolution, to
apply the proceeds of the sale of the Series 2015 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.
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 2015 Bonds and the Bond Documents; authorized the
execution and delivery of the Official Statemen! and authorized the use of the
Official Statement in connection with the public offering of the Series 2015 Bonds.
The City represents that it will have no bonds or other indebtedness outstanding
that are secured by the Net Revenues, [Impact Fees and Special Assessments],
other than as described in the Official Statement. A11 conditions and
requirements of the Bond Resolution relating to the issuance of the Series 2015
Bonds have been complied with or fulfilled, or will be complied with or fulfilled
on the date of Closing.
Since September 30, 20-l-4, there has been no material adverse change in the
financial positiory results of operations or condition, financial or otherwise, of the
City or its Stormwater Utility 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.
No authorization, approvaf consent or license of any goverrunental body or
authority, not already obtained, is required for the valid and lawful execution
and delivery by the City of the Series 2015 Bonds, the Bond Documents, the
Official Statement, the adoption of the Bond Resolution and the adoption and/or
enactment of the Rate Instrumenf and the performance of its obligations
thereunder or as contemplated thereby; provided, however, that no
representation is made concerning compliance with the registration requirements
of the federal securities laws or the securities or Blue Sky laws of the various
states.
0) The City is not and has not been in default on any bond issued since
December 31,1975 that would be considered materialby a reasonable investor.
(g)
(h)
(i)
59100100987622.DOCv3
48
(k)
(m)
(l)
The City has not undertaken an independent review or investigation of securities
for which it has served as conduit issuer, and the City does not believe that any
information about any default on such securities is appropriate and would be
considered material by a reasonable investor in the Series 2015 Bonds because the
City is not obligated to pay the debt service on any such securities except from
payments made to it by the private companies on whose behalf such securities
were issued and no funds of the City have been pledged or used to pay such
securities or the interest thereon.
Except as disclosed in the Official Statement there is no claim, action, suif
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
Commissioru 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 2015 Bonds or the collection of the Net Revenues, [Impact Fees or
Special Assessmentsl pledged to pay the principal of and interest on the Series
2015 Bonds in the manner and to the extent provided in the Bond Resolution, or
the application of the proceeds of the Series 2015 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 Stormwater Utility or the
validity or enforceability of the Series 2015 Bonds, the Bond Resolution, the Rate
Instrument or the Bond Documents; (iii) contesti^g i. any way the completeness
or accuracy of the Official Statement; (iv) adversely affect the exclusion of
interest on the Series 2015 Bonds from gross income for federal income tax
purposes; or (v) challenging the City's ownership or operation of the Stormwater
Utility, nor, to the best knowledge of the City, is there any basis therefor.
When duly executed and delivered, the Series 2015 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.
The City will fumish 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 2015
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 2015 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 2015 Bonds; provided that the City will not be
59100100987622.DOCv3
49
(n)
required to qualify to do business or submit to service of process in any such
jurisdiction.
The City has not been notified of any listing or the proposed listing of the City by
the lntemal Revenue Service as an issuer whose arbitrage certifications may not
be relied upon.
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.
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 Stormwater Utility, 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.
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 Stormwater Utility at the dates and for the periods indicated.
The City will provide to the rating agencies rating the Series 2015 Bonds
appropriate periodic credit information necessary for maintaining the ratings on
the Series 2015 Bonds.
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.
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.
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 2015 Bonds to be applied
in a manner contrary to that provided for in the Bond Resolution and as
described in the Official Statement.
(o)
(p)
(q)
(r)
(s)
(0
(u)
59100100987622.DOCv3
50
(w)
No representation or warranty by the City in this Purchase Agreement, nor any
statement, certificate, document or exhibit furnished to or to be fumished by the
City pursuant to this Purchase Agreement or the Official Statement or in
connection with the transactions contemplated hereby contains, or will contain
on the Closing Date, any untrue statement of material fact or omits or will omit
to state a material fact necessary to make the statements contained therein, in
light of the circumstances under which they were made, not misleading.
Between the date of this Purchase Agreement and the date of Closing, the City
will nof without the prior written consent of the Senior Managing Underwriter,
offer or issue any bonds, notes or other obligations for borrowed money relating
to the Stormwater Utility, 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 or relating to the Stormwater Utility, 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.
SECTION 4.
At 10:00 a.m. (Eastem Time) on , 2015, or at such earlier or later time or
date as the parties hereto mutually agree upon (the "Closhg"), 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@) of this Purchase Agreement and shall release the
Series 2015 Bonds, in the form of one typewritten, fully registered bond with a CUSP
identification number thereon for each maturity of the Series 2015 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 2015 Bonds and pay the purchase price of the Series 2015
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:
(v)
59100100987622.DOCv3
10
51
(a)at the time of Closing: (i) the Bond Resolution, the Rate Instrument and the Bond
Documents will be in fulI 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 2015
Bonds shall be applied as described in the Official Statemenq 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;
at or prior to the Closing, the Underwriters shall receive the following
documents:
(iii)
the opinion of Bond Counsel with respect to the Series 2015 Bonds, dated
the date of Closing, substantially in the form attached to the Official
Statement as Appendix - either addressed to the Underwriters and the
City or accompanied by a letter addressed to the Underwriters indicating
that it may rely on said opinion as if it were addressed to them;
a supplemental opinion of Bond Counsel, dated the date of the Closing
and addressed to the Underwriters to the effect thal (A) they have
reviewed the statements in the Official Statement under the captions
I"INTRODUCTION", 'PURPOSE OF THE SERIES 2015 BONDS",
'THE SERIES 2015 BONDS" (except for information under the
subheading "Book-Entry Only System"), "SECURITY FOR THE
SERIES 2015 BONDS' (except for the information under the
subheading 'RESERVE ACCOUNT EXISTING RESERVE
ACCOUNT INSURANCE POLICY"), and "CONTINUING
DISCLOSURE"I, and believe that, insofar as such statements purport to
summarize certain provisions of the Series 2015 Bonds, the Bond
Resolution and the Continuing Disclosure Agreement, such statements
present an accurate surunary of such provisions; (B) they have reviewed
the statements in the Official Statement under the caption "TAX
MATTERS" and believe that such statements are accurate; and (C) the
Series 2015 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 L:rdenfure Act of
1939, as amended (the "1939 Act");
the opinion of the Law Offices of Steve E. Bullock, P.A.,Disclosure
Counsel to the City, dated the date of Closing and either addressed to the
Underwriters and the City or accompanied by a letter addressed to the
Underwriters indicating that it may rely on said opinion as if it were
addressed to them, in form and substance acceptable to the City and the
Underwriters, (i) to the effect that nothing has come to its attention which
(b)
(i)
(ii)
59100100987622.DOCv3
11
52
leads it to believe that the Official Statement contains any untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, (ii) the
Continuing Disclosure Agreement complies, in all material respects, with
the requirements of Rule 15(c)2-12(b)(5), and (iii) the Series 2015 Bonds
are exempt from the registration requirements of the 1933 Act and the
Bond Resolution is exempt from qualification under the 1939 AcU
(i") the opinion of Raul Aguila, Esq., Counsel to the City, dated the date of
Closing and addressed to the Underwriters and the City, to the effect that:
(A) the Commission is the goveming 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
Agreemen! (B) the City has obtained all govemmental consents,
approvals and authorizations necessary for execution and delivery of the
Bond Documents, for issuance of the Series 2015 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, [Impact Fees and Special Assessments] for the security of the
Series 2015 Bonds on parity and equal status with the Parity Bonds; (D)
the Commission has duly adopted the Bond Resolution and duly enacted
and/or adopted the Rate Instrument and approved the form, executiory
distribution and delivery of the Official Statement; (E) the Series 2015
Bonds and the Bond Documents have each been duly authorized,
executed and delivered by the City and, assuming due authorization,
execution and delivery thereof by the other parties thereto, if any, each
constitutes a valid and binding agreement of the City, enforceable in
accordance with its terms; (F) the information in the Official Statement
with respect to the City (excluding financial, statistical and demographic
information and information relating to DTC, as to which no opinion
need be expressed) is, to the best knowledge of such counsel after due
inquiry with respect thereto, correct in all material respects and does not
omit any matter necessary in order to make the statements made therein
regarding such matters, in light of the circumstances under which such
statements are made, not misleading, and, based on its participation as
counsel to the City, such counsel has no reason to believe that the Official
Statement (excluding financiaf statistical and demographic information
(and information relating to DTC [and the Insurer]) contained as of its
date or contains any untrue statement of a material fact or omitted or
omits to state any material fact necessary to make the statements therein,
59100100987622.DOCv3
72
53
(v)
in light of the circumstances under which they were made, not
misleading; (G) except as disclosed in the Official Statement under the
caption "LITIGATION," there is no action, suit, proceeding or
investigation at law or in equity before or by any courf 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 2015 Bonds, the Bond Resolutiory 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 or,rmership or operation of the Stormwater Utility or the pledge of
the Net Revenues, [Impact Fees or Special Assessments] for the payment
of the Series 2015 Bonds in the manner and to the extent provided in the
Bond Resolution, nor is there any basis therefor; (H) the execution and
delivery of the Bond Documents and the issuance of the Series 2015
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, indenfure, 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 subjec!
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 2015 Project, the
Stormwater Utility or the Series 2015 Bonds has occurred since the date of
the Official Statement which should be disclosed therein for the purpose
for which it is used or which is necessary to disclose therein in order to
make the statements and information therein not misleading in any
material respect as of the date of Closing;
a customary signafure certificate, dated the date of Closing, signed on
behalf of the City by the City Clerk of the City;
(vi)
59100100987622.DOCv3
13
54
(vii) evidence satisfactory to the Senior Managing Underwriter that the
requirements of Section2}9 of the Bond Resolution have been satisfied;
(viii) letters from Moody's Investors Service, Inc. ("Moody'"") and Standard &
Poor's Ratings Services ("S&P") addressed to the City, to the effect that
the Series 2015 Bonds have been assigned ratings of " _" and " _"
with a "_ outlook," respectively, which ratings shall be in effect as
of the Closing date;
a customary authorization and incumbency certificate, dated the date of
Closing, signed by authorized officers of the Bond Registrar;
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 2015 Bonds may be sold in compliance with the "blue
sky" or securities laws of such jurisdictions;
such additional documents as may be required by the Bond Resolution to
be delivered as a condition precedent to the issuance of the Series 2015
Bonds;
(xii) one executed copy of a letter from the Consulting Engineers consenting to
the references to them in the Official Statement and inclusion of its Report
of Consulting Engineer as Appendix _ to the Official Statemen!
(xiii) one executed copy of certificates of each of the Public Works Director and
the Consulting Engineers to the effect that the information contained in
the Official Statement under the caption "THE STORMWATER UTILITY"
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;
(xiv) [a true and correct copy of the 2015 Reserve Account Insurance Policy; I
(*v) [an opinion, dated the date of the Closing and addressed to the Issuer
and the Underwriters, of counsel for the Insurer and/or a certificate or
certificates of the Insurer, in such form as is mutually and reasonably
acceptable to the Issuer and the Underwriters; andl
(*)such additional legal opinions, proceedings, instruments and other
documents as the Senior Managing Underwriter, IJnderwriters' 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
59100100987622.DOCv3
14
(ix)
(x)
(xi)
55
Purchase Agreement il 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 Agreemenf 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@).
SECTION 7.
The following costs and expenses relating to the transaction contemplated or
described in this Purchase Agreement shall be borne and paid by the City
regardless of whether the transaction contemplated herein shall close: printing of
Series 2015 Bonds; printing or copying of closing documents (including the
Preliminary Official Statement and the Official Statement) in such reasonable
quantities as the Senior Managing Underwriter may request; fees and
disbursements of Bond Counsel; fees and disbursements of the City's Financial
Advisor; any accounting fees; the Bond Registrar fees; fees of the rating agencies;
and any other fees as described in Schedule A-1 hereto. The City shall pay any
expenses incurred by the Underwriters on behalf of the City and its staff in
connection with the marketing, issuance and delivery of the Series 2015 Bonds,
including, but not limited to, meals, transportation, lodging and entertainment of
the City's employees and representatives; the City's obligations in regard to these
expenses survive even if the underlying transaction fails to close or consummate.
The Underwriters will pay: (i) the fees and disbursements of (Jnderwriters'
Counse| (ii) all advertising expenses in connection with the public offering of the
Series 2015 Bonds; and (iii) the cost of preparing, printing and distributing the
Blue Sky and Legal Investment Surveys, if any, and the filing fees required by the
"blue sky" laws of various jurisdictions.
SECTION 8.
The City acknowledges and agrees that (i) the transactions contemplated by this
Purchase Agreement are arm's length, commercial transactions between the City and the
Underwriters in which the Underwriters are acting solely as a principal and are not acting as a
municipal advisor, financial advisor or fiduciary to the City; (ii) the Underwriters have not
assumed any advisory or fiduciary responsibility to the City with respect to the transactions
contemplated hereby and the discussions, undertakings and procedures leading thereto
(irrespective of whether the Underwriters or their affiliates have provided other services or are
currently providing other services to the City on other matters); (iii) the only obligations the
59100100987622.DOCv3
15
(a)
(b)
56
Underwriters have to the City with respect to the transaction contemplated hereby expressly are
set forth in this Purchase Agreemen! (iv) the City has consulted its own financial and/or
municipal, Iegal, accounting, tax, and other advisors, as applicable, to the extent it has deemed
appropriate and (v) the Underwriters have financial and other interests that differ from those of
the City.
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 their election to do so between the
date hereof and the Closing 7f, at any time hereafter and on or prior to the Closing:
(a) A committee of the House of Representatives or the Senate of the Congress of the
United States shall have pending before it legislation, or a tentative decision with
respect to legislation shall be reached by a committee of the House of
Representatives or the Senate of the Congress of the United States of America, or
legislation shall be favorably reported by such a committee or be introduced, by
amendment or otherwise, in, or be passed by, the House of Representatives or
the Senate, or recommended to the Congress of the United States of America for
passage by the President of the United States of America, or be enacted by the
Congress of the United States of America, or an announcement or a proposal for
any such legislation shall be made by a member of the House of Representatives
or the Senate of the Congress of the United States, or a decision by a court
established under Article III of the Constitution of the United States of America
or the Tax Court of the United States of America shall be rendered, or a ruling,
regulation, or order of the Treasury Department of the United States of America
or the Intemal Revenue Service shall be made or proposed having the purpose or
effect of imposing federal income taxation, or any other event shall have
occurred which results in or proposes the imposition of federal income taxation,
upon revenues or other income of the general character to be derived by the City,
any of its affiliates, state and local governmental units or by any similar body or
upon interest received on obligations of the general character of the Series 2015
Bonds which, in the Senior Managing Underwriter's opinion, materially and
adversely affects the market price of the Series 2015 Bonds.
(b) Any legislation, ordinance, rule, or regulation shall be introduced in or be
enacted by any goverrunental body, departmen! or agency of the United States
or of any state, or a decision by *y court of competent jurisdiction within the
United States or any state shall be rendered which, in the Senior Managing
Underwriter's reasonable opinion, materially adversely affects the market price
of the Series 2015 Bonds.
A stop order, ruling, regulation, or official statement by, or on behalf of, the
Securities and Exchange Commission or any other govemmental agency having
(c)
59100100987622.DOCv3
16
57
(d)
(e)
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 2015
Bonds, or the issuance, offering, or sale of the Series 2015 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.
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 2015 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 2015 Bonds, as contemplated hereby or by the Official Statement.
Any event shall have occurred, or inJormation shall have become known, which,
in the Senior Managing Underwriter's reasonable opiniory makes untrue in any
material respect any representation by or certificate of the City hereunder, or any
statement or information fumished to the Underwriters by the City for use in
connection with the marketing of the Series 2015 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.
Additional material restrictions not in force as of the date hereof shall have been
imposed upon trading in securities generally by any govemmental authority or
by any national securities exchange.
The New York Stock Exchange or any other national securities exchange, or any
governmental authority, shall impose, as to Series 2015 Bonds or obligations of
the general character of the Series 2015 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.
A general banking moratorium or suspension or limitation of banking services
shall have been established by federaf Florida or New York authorities or a
(0
(g)
(h)
59100100987622.DOCv3
t7
58
(i)
major financial crisis or material disruption in commercial banking or securities
settlement or clearance services shall have occurred.
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 2015 Bonds by the City or the purchase, offering, sale, or
distribution of the Series 2015 Bonds by the Underwriters, or for
investigatory or other proceedings under any federal or state securities laws or
the rules and regulations of the National Association of Securities Dealers, Inc.
relating to the issuance, sale, or delivery of the Series 2015 Bonds by the City or
the purchase, offering, sale, or distribution of the Series 2015 Bonds by the
Underwriters.
There shall have occurred any new outbreak or escalation of hostilities, any
declaration by the United States of war or any national or intemational calamity
or crisis, the effect of such outbreak, escalatiory declaration, calamity or crisis
being such as would cause a major disruption in the municipal bonds market
and as, in the reasonable judgment of the Senior Managing Underwriter, would
make it impracticable or inadvisable for the Underwriters to market the Series
2015 Bonds or to enforce contracts for the sale of the Series 2015 Bonds.
Prior to Closing, any of the rating agencies which have rated the Series 2015
Bonds shall inform the City or the Senior Managing Underwriter that the Series
2015 Bonds will be rated lower than the respective rating published in the
Preliminary Of{icial Statement or there shall have occurred or any notice shall
have been given of any intended review, downgrading, suspension, withdrawal,
or negative change of credit watch status by any national rating service to any of
the City's obligations.
There shall have occurred, after the signing hereof, either a financial crisis or a
default with respect to the debt obligations of 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 or any agency
or political subdivisior! 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 2015 Bonds or
the ability of the Underwriters to enforce contracts of the sale of the Series 2015
Bonds.
[The Insurer shall inform the City or the Underwriters that it will not deliver
the 20L5 Reserve Account fnsurance Policy at Closing.l
SECTION 10.
0)
(k)
(l)
(m)
Any notice or other communication to be given under this Purchase Agreement may be
59100100987622.DOCv3
1g
59
given by delivering the same in writing as follows:
To the City at:
City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach, FL 33139
Attention: Patricia D. Walker, Chief Financial Officer
To the Underwriters (as the Senior Managing Underwriter, the representative on behatf
of the Underwriters) at:
Wells Fargo Bank, National Association
2363 GulI-to-B ay B oulevard
Clearwater, Florida 33765
Attention: J. Michael Olliff
SECTION 1.1.
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, parturership,
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 2015 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
agreemenf such counterparts may be delivered by facsimile transmission.
[Signature Page to Follow]
59100100987622.DOCv3
19
60
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 NATIONAL
ASSOCIATION, on behalf of itself and
CITICROUP GLOBAL MARKETS INC., I.P.
MORGAN SECURITIES LLC and SIEBERT
BRANDFORD SHANK & CO., LLC
Name:
Title:
Accepted and confirmed as of the
date first above written:
CITY OF MIAMI BEACH, FLORIDA
Name: Philip Levine
Title: Mayor
By'
By,
59100100987622.DOCv3
20
61
EXHIBIT A
(Disclosure and Truth-in-Bonding Statement)
CITY OF MIAMI BEACH, FLORIDA
Stormwater Revenue Bonds
Series 2015
2015
Mayor and City Commission
City of Miami Beactr, Florida
1700 Convention Center Drive
Miami Beactu Florida 33139
Ladies and Gentlemen:
In corurection with the proposed execution and delivery of the $City of
Miami Beach, Florida Stormwater Revenue Bonds, Series 2015 (the "Series 2015 Bonds"), Wells
Fargo Bank, National Association (the "Senior Managing Underwriter"), acting on behalf of
itself Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Siebert Brandford Shank &
Co., LLC (collectively, with the Senior Managing Underwriter, the "IJnderwriters"), has agreed
to underwrite a public offering of the Series 2015 Bonds. Arrangements for underwriting the
Series 2015 Bonds will include a Bond Purchase Agreement between the City of Miami Beactu
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 Stafutes, as amended, certain information in respect of the arrangements contemplated
for the underwriting of the Series 2015 Bonds as follows:
The nafure and estimated amounts of expenses to be incurred by the
Underwriters in corurection with the purchase and reoffering of the Series 2015
Bonds are set forth in schedule A-1 attached hereto.
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 2015 Bonds by the Underwriters.
(a)
(b)
59 I 00 I 00987 622.DOCv3Exhibit A- 1
62
(c)
(e)
(0
The totai underwriting spread is $
The Underwriters' Expenses are $
($ /$1,000 of Bonds).
(d) The Management Fee is $_ ($_J$1,000 of Bonds).
($ /$1,000 of Bonds).
No other fee, bonus or other compensation has been or will be paid by the
Underwriters in connection with the issuance of the Series 2015 Bonds to any
person not regularly employed or retained by the IJnderwriters, except
Underwriters' Counsel, Bryant Miller Olive P.A., as shown on Schedule A-1
hereto, including any "finder" as defined in Section 218.386(1Xa), Florida
Stafutes, as amended.
The names and addresses of the Underwriters are:
Wells Fargo Bank, National Association
2363 Gulf-to-Bay Blvd, Suite 200
Clearwater, Florida 337 65
Attr: J. Michael Olliff
Citigroup Global Markets Inc.
100 North Tampa Street, Suite 3750
Tampa, Florida 33602
Attn: Kevin Dempsey
J.P. Morgan Securities LLC
1450 Brickell Ave, 33rd Floor
Miami, FL 33131
Attn: T.J. \tVhitehouse
Siebert Brandford Shank & Co., LLC
1025 Connecticut Avenue NW, Suite 1202
Washington, DC 20036
Athr: Jon Kim
TheCityisproposingtoissue$-principa1amountoftheSeries2015
Bonds, as described in the Official Statement dated 2015 relating
to the Series 2015 Bonds (the "Official Statement"). These obligations 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 2015 Bonds
will be $. Proceeds of the Series 2015 Bonds will provide funds,
together with other available funds, to (i) pay the costs of certain improvements
to the City's Stormwater Utility, (ii) [fund required reserves, and (iii)] pay costs
of issuance of the Series 2015 Bonds.
59 I 00 I 00987 622. DOCv3Exh ibit A-2
(g)
(h)
63
(i)The anticipated source of repayment or security for the Series 2015 Bonds is the
Net Revenues, [Impact Fees or Special AssessmentsJ (as defined in the Bond
Resolution, which in tum is defined in the Purchase Agreement). Authorizing
theseob1igationswi1lresultinanannua1amountofapproximately$-
(total debt service divided by _ 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 2015 Bonds.
[Remainder of page intentionally left blank]
59 I OO I 00987 622. DOCv3Exhibit A-3
64
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 NATIONAL
ASSOCIATION, on behalf of itself and
CITIGROUP GLOBAL MARKETS INC., J.P.
MORGAN SECURITIES LLC and SIEBERT
BRANDFORD SHANK & CO., LLC
Name:
Title:
By,
59 I 00 I 00987 622. DOCv3 Exhibit A-4
65
SCHEDULE " A-1"
DETAILED BREAKDOWN OF UNDERWRITERS' DISCOUNT
CITY OF MIAMI BEACH, FLORIDA
Stormwater Revenue Bonds
Series 2015
Spread Breakdor,rm+
Underwriter/Takedown:
Expenses:
Total
Expense Breakdou,n
Total
$/$1.000 Amount
$/S1,000 Amount
59 100 100987 622.DoCv3Schedule A-1
66
EXHIBIT B
$_
CITY OF MIAMI BEACH, FLORIDA
Stormwater Revenue Bonds
Series 2015
MATURITIES, PRINCIPAL AMOUNTS,INTEREST RATES, YIELDS AND PRICES
$_ Serial Bonds
Maturity Principal
(September 1) Amount Interest Rate Yield Price
$--%TermBondDueSeptember1,)Yield-%;Price-%
$% Term Bond Due September 1, : Yield _o/o; Price _%
[Insert Redemption Provisions]
59 I 0o I 00987 622.DOCv3Exhibit B- 1
67
$_
CITY OF MIAMI BEACH, FLORIDA
Stormwater Revenue Bonds,
Series 2015
BOND PURCHASE AGREEMENT
2015
Mayor and City Commission
City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach, Florida 331,39
Ladies and Gentlemen:
Wells Fargo Bank, National Association (the "Senior Managing Underwriter"), acting on
behalf of itself and Citigroup Global Markets Inc., ].P. Morgan Securities LLC and Siebert
Brandford Shank & Co., LLC (collectively, with the Senior Managing Underwriter, the
"(Jnderwriters"), offer to enter into this Bond Purchase Agreement (this "Purchase Agreement")
with the City of Miami Beach, Florida (the "City"), for the sale by the City and the purchase by
theUnderwritersoftheCity,s$-StormwaterRevenueBonds,Series2015(the,,SerieS
2015 Bonds"). This offer is made subject to acceptance by the City prior to 5:00 p.m. (Eastem
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 Stafutes, as amended, the Underwriters hereby deliver the Disclosure and Truth-in-
Bonding Statement attached hereto as Exhibit "A." Capitalized terms used in this Purchase
Agreement, but not defined, are used with the meanings ascribed to them in the Bond
Resolution hereinafter described.
The Senior Managing Underwriter represents that it is authorized on behalf of itself and
the other Underwriters to enter into this Purchase Agreement and to take any other actions that
may be required on behalf of the Underwriters.
SECTION 1.
(a) Upon the terms and conditions and upon the basis of the representations and
warranties herein set forth, the Underwriters hereby agree to purchase from the
59100100987622.DOCv3
68
(b)
City, and the City hereby agrees to sell to the Underwriters all @ut not less than
all) of the Series 2015 Bonds for a purchase price equal to $(which
purchase price is the aggregate principal amount of the Series 2015 Bonds of
$,plus/minusanetoriginalissuepremium/discountof$-
andlessanUnderwriters,discountof$-).Thepurchasepriceforthe
Series 2015 Bonds shall be payable to the City in immediately available funds.
In connection with the execution of this Purchase Agreement, the Senior
Managing Underwriter, on behalf of the Underwriters, has delivered to the
City a wire transfer credited to the order of the City in immediately available
federal funds in the aggregate amount of Dollars
($-)(the',GoodFaithDeposit''),whichisbeingdeliveredtotheCity
on account of the purchase price of the Series 2015 Bonds and as security for
the performance by the Underwriters of their obligation to accept and to pay
for the Series 2015 Bonds. If the City does not accept this offer, the Good Faith
Deposit shall be immediately returned to the Senior Managing Underwriter by
wire transfer credited to the order of the Senior Managing Underwriter in the
amount of the Good Faith Deposit, in federal funds to the Senior Managing
Underwriter. In the event the Closing takes place, the amount of the Good
Faith Deposit shall be credited against the purchase price of the Series 2015
Bonds pursuant to Section 1(a). In the event of the City's failure to deliver the
Series 2015 Bonds at the Closing, or if the City shall be unable at or prior to the
Closing to satisfy the conditions to the obligations of the Underwriters
contained in this Purchase Agreement (unless such conditions are waived by
the Senior Managing Underwriter), or if the obligations of the Underwriters
shall be terminated for any reason permitted by this Purchase Agreement, the
City shall immediately wire to the Senior Managing Underwriter in federal
funds the Good Faith Deposit without interest, and such wire shall constitute a
full release and discharge of all claims by the Underwriters against the City
arising out of the transactions contemplated by this Purchase Agreement. In
the event that the Underwriters fail other than for a reason permitted under
this Purchase Agreement to accept and pay for the Series 2015 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 acfual 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.
59100100987622.DOCv3
69
(c)The Series 2015 Bonds will be issued pursuant to Chapter 166,Florida Statutes, as
amended, the City of Miami Beach Charter and Section 403.0893(L), Florida
Statutes, and other applicable provisions of law (collectively, the "Act"), and
pursuant and subject to the terms and conditions of Resolution No.2000-24127
adopted by the Mayor and City Commission of the City of Miami Beach,
Florida (the "Commission") on October 18, 2000, as amended and
supplemented from time to time, and as particularly supplemented by
Resolution No. 2015-_ adopted by the Commission on ,
2015 (collectively, "Bond Resolution"). The Series 2015 Bonds will be secured
as provided in the Bond Resolution. The Series 2015 Bonds shall mature and
have such other terms and provisions as are described on Exhibit "8" hereto.
Proceeds of the Series 2015 Bonds will provide funds, together with other
available funds, to (i) pay the costs of certain capital improvements to the
Stormwater Utility as described in the Bond Resolution (the "series 2015
Project"), (ii) [fund required reserves, and (iii)] pay costs of issuance of the
Series 2015 Bonds. It shall be a condition to the obligation of the City to sell
and deliver the Series 2015 Bonds to the Underwriters, and to the obligation of
the Underwriters to purchase and accept delivery of the Series 2015 Bonds,
that the entire aggregate principal amount of the Series 2015 Bonds shall be
sold and delivered by the City and accepted and paid for by the Underwriters
at the Closing. [Upon delivery of the Series 2015 Bonds, the County shall
deposit into a subaccount in the the Reserve Account a Reserve Account
Insurance Policy issued by
--
(the "Insurer") to secure the Series
2015 Bonds (the "20L5 Reserve Account Insurance Policy").)
The Underwriters agree to make a bona fide public offering of substantially all
of the Series 2015 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 Statemen| 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 2015 Bonds.
At the Closing, the Underwriters shall deliver to the City a certificate, in a
form acceptable to Bond Counsel, stating the facts of the sale of the Series 2015
Bonds in a manner such that the issue price can reasonably be established.
The City shall deliver, or cause to be delivered, at its expense, to the Senior
Managing Underwriter, within seven (7) business days after the date hereof or
within such shorter period as may be requested by the Senior Managing
Underwriter, and in no event later than required to enable the Underwriters to
comply with their responsibilities under applicable rules of the Municipal
Securities Rulemaking Board ("MSRB"): (i) sufficient copies of the Official
(d)
(e)
59100100987622.DOCv3
70
Statement to enable the Underwriters to fulfill their obligations pursuant to the
securities laws of the State of Florida and the United States, in form and
substance satisfactory to the Senior Managing Underwriter, and (ii) an executed
original counterpart or certified copy of the Official Statement at Closing. In
determining whether the number of copies to be delivered by the City are
reasonably necessary, at a minimum, the number shall be sufficient to enable the
Underwriters to comply with the requirements of the Rule, all applicable rules of
the MSRB, and to fulfill its duties and responsibilities under Florida and federal
securities laws generally.
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.
(0 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 Ern 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 2015 Bonds) so that the statements in the Official Statemen!
as so amended or supplemented, will not, in light of the circumstances under
which they were made, be misleading. Each parf 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, whictu 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. If subsequent to Closing, the City
determines that any even! condition or circumstance requires the publication of
a supplement or amendment to the Official Statemen! then the approval of the
Underwriters shall not be required, although the City agrees to seek the approval
of the Underwriters to such supplement or amendmen! and the Underwriters
59100100987622.DOCv3
71
shall use their reasonable best efforts to distribute the supplement or amendment
with the Official Statement. The parties agree to cooperate in good faith with
regard to the form and manner of the supplement or amendment to the Official
Statement.
(S) The City hereby approves and authorizes the delivery and distribution of 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 2015
Bonds.
SECTION 2.
The City represents and warrants to and agrees with the Underwriters as follows:
(a)The Bond Resolution and the Rate Instrument (as hereinafter defined) were
adopted and/or enacted 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 fullright, power and authority to adopt and/or enact
the Bond Resolution and the Rate Instrument. 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 Rate Instrument
constitute the legaf 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, [Impact Fees and special Assessments] for the
payment of principal and interest on the Series 2015 Bonds on parity and equal
status with the City's Stormwater Revenue Refunding Bonds, Series 2oo9l-2,
Stormwater Revenue Bonds, Series 2011A, and Stormwater Revenue Refunding
Bonds, Series 200118 (the "Parity Bonds").
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 witl
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. kr addition, any amendments to
the Preliminary Official Statement and the Official Statement prepared and
fumished 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
(b)
59100100987622.DoCv3
72
(c)
(d)
(e)
(0
therein, in the light of the circumstances under which they were made, not
misleading. The Series 2015 Bonds, the Bond Resolution, the Rate Instrument
and the Disclosure Dissemination Agent Agreement relating to the Series 2015
Bonds (the "Continuing Disclosure Agreement") conform to the descriptions
thereof set {orth in the Official Statement.
The City is not in breach of or default under any applicable constitutional
provisiory 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 agreemen! indenfure, 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 instrumenf in any
such case to the extent that the same would have a material and adverse effect
upon the business or properties or financial condition of the City including the
City's receipts of the Net Revenues[Impact Fees and Special Assessments] in the
amount contemplated by the Official StatemenU and the execution and delivery
of the Series 2015 Bonds, the Continuing Disclosure Agreement, lthe Financial
Guaranty Agreement between the City and the Insurer relating to the 2015
Reserve Account Insurance Policy (the "Financial Guaranty Agreement");] and
this Purchase Contract and the adoption of the Bond Resolution, the adoption
and/or enactment of the Rate Instrumenf 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 regulatiory
judgment, decree, loan agreement, indenfure, bond, note, resolutiory 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 subjecf nor will any such execution,
delivery, adoption or compliance result in the creation or imposition of any liery
charge or other security interest or encumbrance of any nafure 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 2015
Bonds and the Bond Resolution.
As of its date, the Preliminary Official Statement was deemed "final" (except for
permitted omissions) by the City for purposes of paragraph (bX1) of the Rule.
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 municipatity under the Act, with the power and authority set forth
therein.
The City has full right, power and authority to issue, sell and deliver the Series
2015 Bonds to the Underwriters as described herein; to provide funds to finance
59100100987622.DOCv3
73
the 2015 Project; 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 Stormwater Utility, [Impact Fees and Special
Assessmentsl (collectively, the "Rate t:rstrument"); to enter into this Purchase
Agreement, lthe Financial Guaranty AgreementJ and the Continuing Disclosure
Agreement (collectively, the "Bond Documents"), to issue and deliver the Series
2015 Bonds as provided in this Purchase Agreement and the Bond Resolution, to
apply the proceeds of the sale of the Series 2015 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.
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 2015 Bonds and the Bond Documents; authorized the
execution and delivery of the Official Statemen! and authorized the use of the
Official Statement in connection with the public offering of the Series 2015 Bonds.
The City represents that it will have no bonds or other indebtedness outstanding
that are secured by the Net Revenues, [Impact Fees and Special Assessments],
other than as described in the Official Statement. All conditions and
requirements of the Bond Resolution relating to the issuance of the Series 20L5
Bonds have been complied with or fulfilled, or will be complied with or fulfilled
on the date of Closing.
Since September 30, 2014, there has been no material adverse change in the
financial position, results of operations or condition, financial or otherwise, of the
City or its Stormwater Utility 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.
No authorization, approval, consent or license of any govemmental body or
authority, not already obtained, is required for the valid and lawful execution
and delivery by the City of the Series 2015 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 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.
0) 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.
(g)
(h)
(i)
59100100987622.DOCv3
74
(k)
The City has not undertaken an independent review or investigation of securities
for which it has served as conduit issuer, and the City does not believe that any
information about any default on such securities is appropriate and would be
considered material by a reasonable investor in the Series 2015 Bonds because the
City is not obligated to pay the debt service on any such securities except from
payments made to it by the private companies on whose behalf such securities
were issued and no funds of the City have been pledged or used to pay such
securities or the interest thereon.
Except as disclosed in the Official Statement, there is no claim, actiory suit,
proceeding, inquiry or investigatiory at law or in equity, before or by any court,
goveffrrnental 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 2015 Bonds or the collection of the Net Revenues, [Impact Fees or
Special Assessmentsl pledged to pay the principal of and interest on the Series
2015 Bonds in the manner and to the extent provided in the Bond Resolution, or
the application of the proceeds of the Series 2015 Bonds or in which an
unfavorable decisioru ruling or finding would materially adversely affect the
financial position of the City or the operations of its Stormwater Utility or the
validity or enJorceability of the Series 2015 Bond+ the Bond Resolution, the Rate
Instrument or the Bond Documents; (iii) contesti.g i. any way the completeness
or accuracy of the Official Statemenf (iv) adversely affect the exclusion of
interest on the Series 2015 Bonds from gross income for federal income tax
purposes; or (v) challenging the City's ownership or operation of the Stormwater
Utility, nor, to the best knowledge of the City, is there any basis therefor.
When duly executed and delivered, the Series 2015 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.
The City will fumish 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 2015
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 2015 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 2015 Bonds; provided that the City will not be
(1)
(m)
59100100987622.DOCv3
75
(n)
required to qualify to do business or submit to service of process in any such
jurisdiction.
The City has not been notified of any listing or the proposed listing of the City by
the L:rtemal Revenue Service as an issuer whose arbitrage certifications may not
be relied upon.
Any certificate signed by any official of the City and delivered
Underwriters will be deemed to be a representation by the City
Underwriters as to the statements made therein.
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 Stormwater Utility, 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.
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 Stormwater Utility at the dates and for the periods indicated.
The City will provide to the rating agencies rating the Series 2015 Bonds
appropriate periodic credit information necessary for maintaining the ratings on
the Series 2015 Bonds.
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.
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.
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 2015 Bonds to be applied
in a manner contrary to that provided for in the Bond Resolution and as
described in the Official Statement.
to the
to the
(o)
(p)
(q)
(r)
(s)
(0
(u)
59100100987622.DOCv3
76
(v) No representation or warranty by the City in this Purchase Agreemen! nor any
statement, certificate, document or exhibit furnished to or to be fumished by the
City pursuant to this Purchase Agreement or the Official Statement or in
connection with the transactions contemplated hereby contains, or will contain
on the Closing Date, any untrue statement of material fact or omits or will omit
to state a material fact necessary to make the statements contained therein, in
light of the circumstances under which they were made, not misleading.
(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 lJnderwriter,
offer or issue any bonds, notes or other obligations for borrowed money relating
to the Stormwater Utility, 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 or relating to the Stormwater Utility, 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.
SECTION 4.
At 10:00 a.m. (Eastem Time) on , 2015, 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 2015 Bonds, in the form of one typewritten, fully registered bond with a CUSIP
identi{ication number thereon for each maturity of the Series 2015 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 2015 Bonds and pay the purchase price of the Series 2015
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:
59100100987622.DOCv3
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77
(a) at the time of Closing: (i) the Bond Resolution, the Rate Instrument and the Bond
Documents will be in fuII 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 2015
Bonds shall be applied as described in the Official Statemen! and (iii) the
Commission shall have duly adopted and there shall be in fulI force and effect,
resolutions as, in the opinion of Bond Counsel, shall be necessary in connection
with the transactions contemplated hereby;
at or prior to the Closing, the Underwriters shall receive the following
documents:
the opinion of Bond Counsel with respect to the Series 2015 Bonds, dated
the date of Closing, substantially in the form attached to the Official
Statement as Appendix . either addressed to the Underwriters and the
City or accompanied by a letter addressed to the Underwriters indicating
that it may rely on said opinion as if it were addressed to them;
a supplemental opinion of Bond Counsel, dated the date of the Closing
and addressed to the Underwriters to the effect thal (A) they have
reviewed the statements in the Official Statement under the captions
["INTRODUCTION", "PURPOSE OF THE SERIES 2015 BONDS",
"THE SERIES 20t5 BONDS" (except for information under the
subheading "Book-Entry Only System"), "SECURITY FOR THE
SERIES 20L5 BONDS" (except for the information under the
subheading "RESERVE ACCOUNT EXISTING RESERVE
ACCOUNT INSURANCE POLICY"), and "CONTINUING
DISCTOSURE"], and believe that, insofar as such statements purport to
summarize certain provisions of the Series 2015 Bonds, the Bond
Resolution and the Continuing Disclosure Agreement, such statements
present an accurate surunary of such provisions; (B) they have reviewed
the statements in the Official Statement under the caption "TAX
MAT'IERS" ar.d believe that such statements are accurate; and (C) the
Series 2015 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 l:rdenture Act of
1939, as amended (the "1939 Act");
(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 it may rely on said opinion as if it were
addressed to them, in form and substance acceptable to the City and the
Underwriters, (i) to the effect that nothing has come to its attention which
(b)
(i)
(ii)
59100100987622.DOCv3
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78
leads it to believe that the Official Statement contains any untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, (ii) the
Continuing Disclosure Agreement complies, in all material respects, with
the requirements of Rule 15(c)2-12(b)(5), and (iii) the Series 2015 Bonds
are exempt from the registration requirements of the 1933 Act and the
Bond Resolution is exempt from qualification under the 1939 AcU
(iv) the opinion of Raul Aguila, Esq., Counsel to the City, dated the date of
Closing and addressed to the Underwriters and the City, to the effect that:
(A) the Commission is the goveming body of the City and the City is
validly existing as a municipality under the Acf with all corporate power
necessary to conduct the operations described in the Official Statement
and to carry out the transactions contemplated by this Purchase
Agreemen! (B) the City has obtained all govemmental consents,
approvals and authorizations necessary for execution and delivery of the
Bond Documents, for issuance of the Series 2015 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, [Impact Fees and Special Assessments] for the security of the
Series 2015 Bonds on parity and equal status with the Parity Bonds; (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 2015
Bonds and the Bond Documents have each been duly authorized,
executed and delivered by the City and, assuming due authorizatiory
execution and delivery thereof by the other parties thereto, if any, each
constitutes a valid and binding agreement of the City, enforceable in
accordance with its terms; (F) the information in the Official Statement
with respect to the City (excluding financial, statistical and demographic
information and information relating to DTC, as to which no opinion
need be expressed) is, to the best knowledge of such counsel after due
inquiry with respect thereto, correct in all material respects and does not
omit any matter necessary in order to make the statements made therein
regarding such matters, in light of the circumstances under which such
statements are made, not misleading, and, based on its participation as
counsel to the City, such counsel has no reason to believe that the Official
Statement (excluding financial, statistical and demographic information
(and information relating to DTC [and the Insurer]) contained as of its
date or contains any untrue statement of a material fact or omitted or
omits to state any material fact necessary to make the statements therein,
59100100987622.DOCv3
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79
(v)
in light of the circumstances under which they were made, not
misleading; (G) except as disclosed in the Official Statement under the
caption "LITIGATION," there is no action, suit, proceeding or
investigation at law or in equity before or by any court, public board or
body pending or, to the best of knowledge of such counsel, threatened,
against or affecting the Commission or the City challenging the validity
of the Series 2015 Bonds, the Bond Resolution, the Rate L:rstrument, 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 Stormwater Utility or the pledge of
the Net Revenues, [Impact Fees or Special Assessments] for the payment
of the Series 2015 Bonds in the manner and to the extent provided in the
Bond Resolution, nor is there any basis therefor; (H) the execution and
delivery of the Bond Documents and the issuance of the Series 2015
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, indenfure, resolution or other agreement or instrument to
which the Commission or the City is a party, or any existing law,
regulatiory court order or consent decree to which the Commission or the
City is subject;
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 2015 Project, the
Stormwater Utility or the Series 2015 Bonds has occurred since the date of
the Official Statement which should be disclosed therein for the purpose
for which it is used or which is necessary to disclose therein in order to
make the statements and information therein not misleading in any
material respect as of the date of Closing;
a customary signature certificate, dated the date of Closing, signed on
behalf of the City by the City Clerk of the City;
(vi)
59100100987622.DOCv3
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80
(vii) evidence satisfactory to the Senior Managing Underwriter that the
requirements of Section2}9 of the Bond Resolution have been satisfied;
(viii) letters from Moody's Investors Service, Inc. ("Moody's") and Standard &
Poor's Ratings Services ("S&P") addressed to the City, to the effect that
the Series 2015 Bonds have been assigned ratings oI " _" and " _"
with a "_ outlook," respectively, which ratings shall be in effect as
of the Closing date;
(xi)
a customary atfthorization and incumbency certificate, dated the date of
Closing, signed by authorized officers of the Bond Registrar;
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 2015 Bonds may be sold in compliance with the "blue
sky" or securities laws of such jurisdictions;
such additional documents as may be required by the Bond Resolution to
be delivered as a condition precedent to the issuance of the Series 2015
Bonds;
(xii) one executed copy of a letter from the Consulting Engineers consenting to
the references to them in the Official Statement and inclusion of its Report
of Consulting Engineer as Appendix _ to the Official Statement;
(xiii) one executed copy of certificates of each of the Public Works Director and
the Consulting Engineers to the effect that the information contained in
the Official Statement under the caption "THE STORMWATER UTILITY"
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;
(xiv) [a true and corect copy of the 2015 Reserve Account Insurance Policy; I
(xr) [an opinion, dated the date of the Closing and addressed to the Issuer
and the Underwriters, of counsel for the Insurer and/or a certificate or
certificates of the Insurer, in such form as is mutually and reasonably
acceptable to the Issuer and the Underwriters; andl
such additional legal opinions, proceedings, instruments and other
documents as the Senior Managing Underwriter, IJnderwriters' 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
s9100100987622-DoCv3
74
(ix)
(x)
(x)
81
Purchase Agreement il but only lf, in the reasonable judgment of the Senior Managing
Underwriter and Underwriters' Counsef 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 retum 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 the transaction contemplated herein shall close: printing of
Series 2015 Bonds; printing or copying of closing documents (including the
Preliminary Official Statement and the Official Statement) in such reasonable
quantities as the Senior Managing Underwriter may request; fees and
disbursements of Bond Counsel; fees and disbursements of the City's Financial
Advisor; any accounting fees; the Bond Registrar fees; fees of the rating agencies;
and any other fees as described in Schedule A-1 hereto. The City shall pay any
expenses incurred by the Underwriters on behalf of the City and its staff in
connection with the marketing, issuance and delivery of the Series 2015 Bonds,
including, but not limited to, meals, transportation, lodging and entertainment of
the City's employees and representatives; the City's obligations in regard to these
expenses survive even if the underlying transaction fails to close or consummate.
(b) The Underwriters will pay: (i) the fees and disbursements of lJnderwriters'
Counsel; (ii) all advertising expenses in connection with the public offering of the
Series 20L5 Bonds; and (iii) the cost of preparing, printing and distributing the
Blue Sky and Legal Investment Surveys, If any, and the filing fees required by the
"blue sky" laws of various jurisdictions.
SECTION 8.
The City acknowledges and agrees that (i) the transactions contemplated by this
Purchase Agreement are arm's length, commercial transactions between the City and the
Underwriters in which the Underwriters are acting solely as a principal and are not acting as a
municipal advisor, financial advisor or fiduciary to the City; (ii) the Underwriters have not
assumed any advisory or fiduciary responsibility to the City with respect to the transactions
contemplated hereby and the discussions, undertakings and procedures leading thereto
(irrespective of whether the Underwriters or their affiliates have provided other services or are
currently providing other services to the City on other matters); (iii) the only obligations the
s9100100987622.DOCv3
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82
Underwriters have to the City with respect to the transaction contemplated hereby expressly are
set forth in this Purchase Agreemenf (iv) the City has consulted its oum financial and/or
municipal, legal, accounting, tax, and other advisors, as applicable, to the extent it has deemed
appropriate and (v) the Underwriters have financial and other interests that differ from those of
the City.
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 their election to do so between the
date hereof and the Closing If, at ar,,:ry time hereafter and on or prior to the Closing:
(a) A committee of the Flouse of Representatives or the Senate of the Congress of the
United States shall have pending before it legislation, or a tentative decision with
respect to legislation shall be reached by a committee of the House of
Representatives or the Senate of the Congress of the United States of America, or
legislation shall be favorably reported by such a committee or be introduced, by
amendment or otherwise, in, or be passedby, the House of Representatives or
the Senate, or recommended to the Congress of the United States of America for
passage by the President of the United States of America, or be enacted by the
Congress of the United States of America, or an announcement or a proposal for
any such legislation shall be made by a member of the Flouse 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 Intemal Revenue Service shall be made or proposed having the purpose or
effect of imposing federal income taxation, or any other event shall have
occurred which results in or proposes the imposition of federal income taxation,
uPon revenues or other income of the general character to be derived by the City,
any of its affiliates, state and local govemmental units or by any similar body or
upon interest received on obligations of the general character of the Series 2015
Bonds which, in the Senior Managing Underwriter's opiniory materially and
adversely affects the market price of the Series 2015 Bonds.
(b) Any legislatioru ordinance, rule, or regulation shall be introduced in or be
enacted by *y goveffunental body, department, or agency of the United States
or of any state, or a decision by *y court of competent jurisdiction within the
United States or any state shall be rendered whictU in the Senior Managing
Underwriter's reasonable opinion, materially adversely affects the market price
of the Series 2015 Bonds.
A stop order, ruling, regulatiory or official statement by, or on behalf of, the
Securities and Exchange Commission or any other govemmental agency having
(.)
59 100 I 0098'7 622. DOCv3
L6
83
(d)
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 2015
Bonds, or the issuance, offering, or sale of the Series 2015 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.
Legislation shall be introduced by amendment or otherwise 1n, 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 2015 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 2015 Bonds, as contemplated hereby or by the Official Statement.
Any event shall have occurred, or information shall have become knowry which,
in the Senior Managing Underwriter's reasonable opiniory makes untrue in any
material respect any representation by or certificate of the City hereunder, or any
statement or information fumished to the Underwriters by the City for use in
connection with the marketing of the Series 2015 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.
Additional material restrictions not in force as of the date hereof shall have been
imposed upon kading in securities generally by any govemmental authority or
by any national securities exchange.
The New York Stock Exchange or any other national securities exchange, or any
govemmental authority, shall impose, as to Series 2015 Bonds or obligations of
the general character of the Series 2015 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.
A general banking moratorium or suspension or limitation of banking services
shall have been established by federaf Florida or New York authorities or a
(e)
(0
(g)
(h)
59/00100987622.DOCv3
17
84
major financial crisis or material disruption in commercial banking or securities
settlement or clearance services shall have occurred.
Any proceeding shall be pending, or to the knowledge of the lJnderwriters,
threatened, to restrain, enjoin, or otherwise prohibit the issuance, sale, or
delivery of the Series 2015 Bonds by the City or the purchase, offering, sale, or
distribution of the Series 2015 Bonds by the lJnderwriters, or for any
investigatory or other proceedings under any federal or state securities laws or
the rules and regulations of the National Association of Securities Dealers, Lrc.
relating to the issuance, sale, or delivery of the Series 2015 Bonds by the City or
the purchase, offering, sale, or distribution of the Series 2015 Bonds by the
Underwriters.
There shall have occurred any new outbreak or escalation of hostilities, any
declaration by the United States of war or any national or intemational calamity
or crisis, the effect of such outbreak, escalation, declaration, calamity or crisis
being such as would cause a major disruption in the municipal bonds market
and as, in the reasonable judgment of the Senior Managing Underwriter, would
make it impracticable or inadvisable for the Underwriters to market the Series
2015 Bonds or to enforce contracts for the sale of the Series 2015 Bonds.
Prior to Closing, any of the rating agencies which have rated the Series 2015
Bonds shall inform the City or the Senior Managing Underwriter that the Series
2015 Bonds will be rated lower than the respective rating published in the
Preliminary Official Statement or there shall have occurred or any notice shall
have been given of any intended review, dor,r,rrgrading, suspensiory withdrawaf
or negative change of credit watch stafus by any national rating service to any of
the City's obligations.
There shall have occurred, after the signing hereof, either a financial crisis or a
default with respect to the debt obligations of 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 or any agency
or political subdivision, 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 2015 Bonds or
the ability of the Underwriters to enforce contracts of the sale of the Series 2015
Bonds.
(m) [The Insurer shall inform the City or the Underwriters that it will not deliver
the 2015 Reserve Account Insurance Policy at Closing.l
SECTION 10.
Any notice or other communication to be given under this Purchase Agreement may be
59100100987622.DoCv3
1g
(i)
(j)
(k)
(1)
85
given by delivering the same in writing as follows:
To the City at:
City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach" FL 33139
Attention: Patricia D. Walker, Chief Financial Officer
To the Underwriters (as the Senior Managing Underwriter, the representative on behalf
of the Underwriters) at:
Wells Fargo Bank, National Association
23 63 Gulf-to-B ay B oulevard
Clearwater, Florida 33765
Attention: J. Michael Olliff
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.
A11 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 2015 Bonds hereunder regardless of any investigation
made by or on behalf of the Underwriters.
SECTION 1-3.
This Purchase Agreement shall be govemed 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]
59100/00987622.DOCv3
t9
86
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, NATIONAL
ASSOCIATION, on behalf of itself and
CITIGROUP GLOBAL MARKETS INC., J.P.
MORGAN SECURITIES LLC and SIEBERT
BRANDFORD SHANK & CO., LLC
Name:
Title:
Accepted and confirmed as of the
date first above written:
CITY OF MIAMI BEACH, FLORIDA
Name: Philip Levine
Title: Mayor
By'
By'
59100100987622.DOCv3
20
87
EXHIBIT A
(Disclosure and Truth-in-Bonding Statement)
CITY OF MIAMI BEACH, FLORIDA
Stormwater Revenue Bonds
Series 2015
2015
Mayor and City Commission
City of Miami Beactr, Florida
1700 Convention Center Drive
Miami Beach, Florida 33139
Ladies and Gentlemen:
ln connection with the proposed execution and delivery of the $City of
Miami Beach, Florida Stormwater Revenue Bonds, Series 2015 (the "Series 2015 Bonds"), Wells
Fargo Bank, National Association (the "Senior Managing Underwriter"), acting on behalf of
itself Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Siebert Brandford Shank &
Co., LLC (collectively, with the Senior Managing Underwriter, the "LJnderwriters"), has agreed
to underwrite a public offering of the Series 2015 Bonds. Arrangements for underwriting the
Series 2015 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 2015 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 2015
Bonds are set forth in schedule A-1 attached hereto.
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 2015 Bonds by the Underwriters.
(b)
59 I OO I 00987 622.DOCv3 Exhibit A- 1
88
(c)The total underwriting spread is $($ i$1,000 of Bonds).
(d) The Management Fee is $_ ($_J91,000 of Bonds).
(e) The Underwriters' Expenses are $($ /$1,000 of Bonds).
No other fee, bonus or other compensation has been or will be paid by the
Underwriters in corurection with the issuance of the Series 2015 Bonds to any
person not regularly employed or retained by the lJnderwriters, except
Underwriters' Counsel, Bryant Miller Olive P.A., as shown on Schedule A-1
hereto, including any "finder" as defined in Section 218.386(1)(a), Florida
Statutes, as amended.
The names and addresses of the Underwriters are:
Wells Fargo Bank, National Association
2363 Gulf-to-Bay Blvd, Suite 200
Clearwater, Florida 33765
Attr: J. Michael Olli{f
Citigroup Global Markets Inc.
100 North Tampa Street, Suite 3750
Tampa, Florida 33602
Attn: Kevin Dempsey
J.P. Morgan Securities LLC
1450 Brickell Ave, 33rd Floor
Miami, FL 33131
Athr: T.J. Whitehouse
Siebert Brandford Shank & Co., LLC
1025 Connecticut Avenue NW, Suite 1202
Washington, DC 20036
Attrr: Jon Kim
(h)The City is proposing to issue $- principal amount of the Series 2015
Bonds, as described in the Official Statement dated 2015 relating
to the Series 2015 Bonds (the "Official Statement"). These obligations are
expected to be repaid over a period of approximately _ years. At a true interest
cost rate of
-%q
total interest paid over the life of the Series 2015 Bonds
will be $Proceeds of the Series 2015 Bonds will provide funds,
together with other available funds, to (i) pay the costs of certain improvements
to the City's Stormwater Utility, (ii) [fund required reserves, and (iii)] pay costs
of issuance of the Series 2015 Bonds.
59 I O0 I 00987 622.DOCv3Exh lblt A-2
(0
(g)
89
(0 The anticipated source of repayment or security for the Series 2015 Bonds is the
Net Revenues, [Impact Fees or Special Assessmentsl (as defined in the Bond
Resolution, which in tum is defined in the Purchase Agreement). Authorizing
theseob1igationswi1lresultinananrtualamountofapproximately$-
(total debt service divided by - 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 2015 Bonds.
[Remainder of page intentionally left blank]
59 I 00 I 00987 622. DOCv3Exhibit A-3
90
We understand that you do not require any further disclosure from the Underwriters
pursuant to Section 218.385, Florida Stafutes, as amended.
Very Truly Yours,
WELLS FARCO BANK, NATIONAL
ASSOCIATION, on behalf of itself and
CITIGROUP GLOBAL MARKETS INC., ].P,
MORCAN SECURITIES LLC and SIEBERT
BRANDFORD SHANK & CO., LLC
Name:
Title:
By,
59 / 00 I 00987 622. DOCv3 E xhibit A-4
91
SCHEDULE " A-1"
DETAILED BREAKDOWN OF UNDERWRITERS' DISCOUNT
CITY OF MIAMI BEACH, FLORIDA
Stormwater Revenue Bonds
Series 2015
Soread Breakdown+
Underwriterfiakedor,rm :
Expenses:
Total
Expense Breakdown
Total
$/$1.000
Amount
$
Amount
s9 100 100987 622.DoCv3Schedule A-1
92
EXHIBIT B
$_
CITY OF MIAMI BEACH, FLORIDA
Stormwater Revenue Bonds
Series 20L5
MATURITIES, PRINCIPAL AMOUNTS,INTEREST RATES, YIELDS AND PRICES
$- Serial Bonds
Maturity Principal
(September 1) Amount Interest Rate Yield Price
% Term Bond Due September 1., : Yield _%; Price _%"
% Term Bond Due September L, : Yield _%; Price _%
llnsert Redemption Provisions]
59 I OO I 00987 622.DOCv3Exhibit B- 1
93
CITY OF MIAMI BEACH, FLORIDA
Stormwater Revenue Bonds,
Series 2015
BOND PURCHASE AGREEMENT
2015
Mayor and City Commission
City of Miami Beactu Florida
1700 Convention Center Drive
Miami Beach, Florida 33139
Ladies and Gentlemen:
Wells Fargo Bank, National Association (the "senior Managing Underwriter"), acting on
behalf of itself and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Siebert
Brandford Shank & Co., LLC (collectively, with the Senior Managing Underwriter, the
"IJnderwriters"), 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 $- Stormwater Revenue Bonds, Series 2015 (the "series
2015 Bonds"). This offer is made subject to acceptance by the City prior to 5:00 p.m. (Eastem
Time) on the date hereof. Upon such acceptance, this Purchase Agreement will be in fullforce
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 Stafutes, as amended, the Underwriters hereby deliver the Disclosure and Truth-in-
Bonding Statement attached hereto as Exhibit "A." Capitalized terms used in this Purchase
Agreement, but not defined, are used with the meanings ascribed to them in the Bond
Resolution hereinafter described.
The Senior Managing Underwriter represents that it is authorized on behalf of itself and
the other Underwriters to enter into this Purchase Agreement and to take any other actions that
may be required on behalf of the Underwriters.
SECTION 1.
(a) Upon the terms and conditions and upon the basis of the representations and
warranties herein set forth, the Underwriters hereby agree to purchase from the
59 I 00 10098'7 622. DOCv3
94
(b)
City, and the City hereby agrees to sell to the Underwriters all (but not less than
all) of the Series 2015 Bonds for a purchase price equal to g (which
purchase price is the aggregate principal amount of the Series 2015 Bonds of
$- plus/minus a net original issue premium/discount of $--
andlessanUnderwriters,discountof$-).Th"purchasepriceforthe
Series 2015 Bonds shall be payable to the City in immediately available funds.
In connection with the execution of this Purchase Agreemen! the Senior
Managing Underwriter, on behalf of the Underwriters, has delivered to the
City a wire transfer credited to the order of the City in immediately available
federal funds in the aggregate amount of Dollars
($-)(the''GoodFaithDeposit''),whichisbeingdeliveredtotheCity
on account of the purchase price of the Series 2015 Bonds and as security for
the performance by the Underwriters of their obligation to accept and to pay
for the Series 2015 Bonds. If the City does not accept this offer, the Good Faith
Deposit shall be immediately returned to the Senior Managing Underwriter by
wire transfer credited to the order of the Senior Managing Underwriter in the
amount of the Good Faith Deposit, in federal funds to the Senior Managing
Underwriter. In the event the Closing takes place, the amount of the Good
Faith Deposit shall be credited against the purchase price of the Series 2015
Bonds pursuant to Section 1(a). In the event of the City's failure to deliver the
Series 2015 Bonds at the Closing, or if the City shall be unable at or prior to the
Closing to satisfy the conditions to the obligations of the Underwriters
contained in this Purchase Agreement (unless such conditions are waived by
the Senior Managing Underwriter), or if the obligations of the Underwriters
shall be terminated for any reason permitted by this Purchase Agreement, the
City shall immediately wire to the Senior Managing Underwriter in federal
funds the Good Faith Deposit without interest, and such wire shall constitute a
full release and discharge of all claims by the Underwriters against the City
arising out of the transactions contemplated by this Purchase Agreement. In
the event that the Underwriters fail other than for a reason permitted under
this Purchase Agreement to accept and pay for the Series 2015 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.
59/00100987622.DOCv3
95
(c)The Series 2015 Bonds will be issued pursuant to Chapter 166, Florida Statutes, as
amended, the City of Miami Beach Charter and Section 403.0893(1), Florida
Statutes, and other applicable provisions of law (collectively, the " Act"), and
pursuant and subject to the terms and conditions of Resolution No.2000-24127
adopted by the Mayor and City Commission of the City of Miami Beach,
Florida (the "Commission") on October 18, 2000, as amended and
supplemented from time to time, and as particularly supplemented by
Resolution No. 2015-_ adopted by the Commission on ,
2015 (collectively, "Bond Resolution"). The Series 2015 Bonds will be secured
as provided in the Bond Resolution. The Series 2015 Bonds shall mature and
have such other terms and provisions as are described on Exhibit "B" hereto.
Proceeds of the Series 2015 Bonds will provide funds, together with other
available funds, to (i) pay the costs of certain capital improvements to the
Stormwater Utility as described in the Bond Resolution (the "Series 2015
Project"), (ii) [fund required reserves, and (iii)] pay costs of issuance of the
Series 2015 Bonds. It shall be a condition to the obligation of the City to sell
and deliver the Series 2015 Bonds to the Underwriters, and to the obligation of
the Underwriters to purchase and accept delivery of the Series 2015 Bonds,
that the entire aggregate principal amount of the Series 2015 Bonds shall be
sold and delivered by the City and accepted and paid for by the Underwriters
at the Closing. lUpon delivery of the Series 20L5 Bonds, the County shall
deposit into a subaccount in the the Reserve Account a Reserve Account
InsurancePolicyissuedby-(the''Insurer'')tosecuretheSeries
2015 Bonds (the "20L5 Reserve Account Insurance Policy").)
The Underwriters agree to make a bona fide pubLic offering of substantially all
of the Series 2015 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 Statemen| 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 2015 Bonds.
At the Closing, the Underwriters shall deliver to the City a certificate, in a
form acceptable to Bond Counsel, stating the facts of the sale of the Series 2015
Bonds in a manner such that the issue price can reasonably be established.
The City shall deliver, or cause to be delivered, at its expense, to the Senior
Managing Underwriter, within seven (7) business days after the date hereof or
within such shorter period as may be requested by the Senior Managing
Underwriter, and in no event later than required to enable the Underwriters to
comply with their responsibilities under applicable rules of the Municipal
Securities Rulemaking Board ("MSRB"): (i) sufficient copies of the Official
(d)
(e)
59100100987622.DOCv3
96
Statement to enable the Underwriters to fulfill their obligations pursuant to the
securities laws of the State of Florida and the United States, in form and
substance satisfactory to the Senior Managing Underwriter, and (ii) an executed
original counterpart or certified copy of the Official Statement at Closing. In
determining whether the number of copies to be delivered by the City are
reasonably necessary, at a minimum, the number shall be sufficient to enable the
Underwriters to comply with the requirements of the Rule, all applicable rules of
the MSRB, and to fulfill its duties and responsibilities under Florida and federal
securities laws generally.
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.
(0 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 €rl 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 2015 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 parry 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 amendmen! the other may
terminate this Purchase Agreement. If subsequent to Closing, the City
determines that any event, condition or circumstance requires the publication of
a supplement or amendment to the Official Statemenf then the approval of the
Underwriters shall not be required, although the City agrees to seek the approval
of the Underwriters to such supplement or amendment, and the Underwriters
59100100987622.DOCv3
97
shall use their reasonable best efforts to distribute the supplement or amendment
with the Official Statement. The parties agree to cooperate in good faith with
regard to the form and manner of the supplement or amendment to the Official
Statement.
(g) The City hereby approves and authorizes the delivery and distribution of 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 2015
Bonds.
SECTION 2.
The City represents and warrants to and agrees with the Underwriters as follows:
(a) The Bond Resolution and the Rate Instrument (as hereinafter defined) were
adopted and/or enacted 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 lnstrument. On the date hereol the Bond
Resolution and the Rate Instrument are, and, at the Closing shallbe, in fulI force
and effecf and no portions thereof have been or shall have been supplemented,
repealed, rescinded or revoked. The Bond Resolution and Rate Instrument
constitute the legaf 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, [Impact Fees and Special Assessments] for the
payment of principal and interest on the Series 2015 Bonds on parity and equal
status with the City's Stormwater Revenue Refunding Bonds, Series 20091-2,
Stormwater Revenue Bonds, Series 20'1."1.A, and Stormwater Revenue Refunding
Bonds, Series 200118 (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
fumished 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
59100100987622.DOCv3
5
98
(c)
therein, in the light of the circumstances under which they were made, not
misleading. The Series 2015 Bonds, the Bond Resolution, the Rate Instrument
and the Disclosure Dissemination Agent Agreement relating to the Series 2015
Bonds (the "Continuing Disclosure Agreement") conform to the descriptions
thereof set forth in the Official Statement.
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 agreemen! indenture, bond, note, resolutiory 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 subjecf 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 instrumen! in any
such case to the extent that the same would have a material and adverse effect
upon the business or properties or financial condition of the City including the
City's receipts of the Net Revenues[Impact Fees and Special Assessments] in the
amount contemplated by the Official Statement; and the execution and delivery
of the Series 2015 Bonds, the Continuing Disclosure Agreement [the Financial
Guaranty Agreement between the City and the Insurer relating to the 20L5
Reserve Account Insurance Policy (the "Financial Guaranty Agreement");] and
this Purchase Contract and the adoption of the Bond Resolution, the adoption
and/or enactment of the Rate Instrumen! 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, indenfure, bond, note, resolutiory 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 subjecf nor will any such execution,
delivery, adoption or compliance result in the creation or imposition of any lien,
charge or other security interest or encumbruulce of any nafure 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 2015
Bonds and the Bond Resolution.
As of its date, the Preliminary Official Statement was deemed "firral" (except for
permitted omissions) by the City for purposes of paragraph (b)(1) of the Rule.
On the date hereof, the Commission is the goveming 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.
The City has fullright, power and authority to issue, sell and deliver the Series
2015 Bonds to the Underwriters as described herein; to provide funds to finance
(d)
(e)
(0
59100100987622.DOCv3
99
the 2015 Projec! 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 Stormwater Utility, [Impact Fees and Special
Assessmentsl (collectively, the "Rate Lrstrument"); to enter into this Purchase
Agreement, [the Financial Guaranty Agteement ] and the Continuing Disclosure
Agreement (collectively, the "Bond Documents"), to issue and deliver the Series
2015 Bonds as provided in this Purchase Agreement and the Bond Resolution, to
apply the proceeds of the sale of the Series 2015 Bonds for the purposes
described herein and in the Official Statemenf to execute and deliver the Bond
Documents, and to carry out and consummate the transactions contemplated by
the aforesaid documents.
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 2015 Bonds and the Bond Documents; authorized the
execution and delivery of the Official Statemen| and authorized the use of the
Official Statement in coru:rection with the public offering of the Series 2015 Bonds.
The City represents that it will have no bonds or other indebtedness outstanding
that are secured by the Net Revenues, [Impact Fees and Special Assessments],
other than as described in the Official Statement. All conditions and
requirements of the Bond Resolution relating to the issuance of the Series 2015
Bonds have been complied with or fulfilled, or will be complied with or fulfilled
on the date of Closing.
Since September 30, 2014, there has been no material adverse change in the
financial position, results of operations or condition, financial or otherwise, of the
City or its Stormwater Utility 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.
No authorization, approvaf consent or license of any govemmental body or
authority, not already obtained, is required for the valid and lawful execution
and delivery by the City of the Series 2015 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 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.
(i) The City is not and has not been in default on any bond issued since
December 31,1975 that would be considered materialby a reasonable investor.
(g)
(h)
(i)
59100100987622.DOCv3
100
(k)
The City has not undertaken an independent review or investigation of securities
for which it has served as conduit issuer, and the City does not believe that any
information about any default on such securities is appropriate and would be
considered material by a reasonable investor in the Series 2015 Bonds because the
City is not obligated to pay the debt service on any such securities except from
payments made to it by the private companies on whose behalf such securities
were issued and no funds of the City have been pledged or used to pay such
securities or the interest thereon.
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 2015 Bonds or the collection of the Net Revenues, [Impact Fees or
Special Assessmentsl pledged to pay the principal of and interest on the Series
2015 Bonds in the manner and to the extent provided in the Bond Resolution, or
the application of the proceeds of the Series 2015 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 Stormwater Utility or the
validity or enforceability of the Series 2015 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 affect the exclusion of
interest on the Series 2015 Bonds from gross income for federal income tax
purposes; or (v) challenging the City's ownership or operation of the Stormwater
Utility, nor, to the best knowledge of the City, is there any basis therefor.
When duly executed and delivered, the Series 2015 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.
The City will fumish 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) quali{y the Series 2015
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 2015 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 2015 Bonds; provided that the City will not be
(1)
(m)
59100100987622.DOCv3
101
(n)
(o)
(p)
required to qualify to do business or submit to service of process in any such
jurisdiction.
The City has not been notified of any listing or the proposed listing of the City by
the Intemal Revenue Service as an issuer whose arbitrage certifications may not
be relied upon.
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.
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 Stormwater Utility, 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.
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 Stormwater Utility at the dates and for the periods indicated.
The City will provide to the rating agencies rating the Series 2015 Bonds
appropriate periodic credit information necessary for maintaining the ratings on
the Series 2015 Bonds.
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.
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 whictu 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.
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 2015 Bonds to be applied
in a manner contrary to that provided for in the Bond Resolution and as
described in the Official Statement.
(q)
(r)
(s)
(0
(u)
59100100987622.DOCv3
102
(w)
No representation or warranty by the City in this Purchase Agreement, nor any
statement certificate, document or exhibit furnished to or to be fumished by the
City pursuant to this Purchase Agreement or the Official Statement or in
conrtection with the transactions contemplated hereby contains, or will contain
on the Closing Date, any untrue statement of material fact or omits or will omit
to state a material fact necessary to make the statements contained therein, in
light of the circumstances under which they were made, not misleading.
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 relating
to the Stormwater Utility, 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 or relating to the Stormwater Utility, 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 Agreemen! the Underwriters
shall receive from the City certified copies of the Bond Resolution and the Rate Instrument.
SECTION 4.
At 10:00 a.m. (Eastem Time) on . 2015, or at such earlier or later time or
date as the parties hereto mufually agree upon (the "Closhg"), 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 2015 Bonds, in the form of one typewritten, fully registered bond with a CUSP
identification number thereon for each maturity of the Series 2015 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 2015 Bonds and pay the purchase price of the Series 2015
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:
(v)
59100100987622.DOCv3
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103
(a)
(b)
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 2015
Bonds shall be applied as described in the Official Statemenq 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;
at or prior to the Closing, the Underwriters shall receive the following
documents:
(iii)
the opinion of Bond Counsel with respect to the Series 2015 Bonds, dated
the date of Closing, substantially in the form attached to the Official
Statement as Appendix , either addressed to the Underwriters and the
City or accompanied by a letter addressed to the Underwriters indicating
that it may rely on said opinion as if it were addressed to them;
a supplemental opinion of Bond Counsel, dated the date of the Closing
and addressed to the Underwriters to the effect that (A) they have
reviewed the statements in the Official Statement under the captions
I,INTRODUCTION", "PURPOSE OF THE SERIES 2015 BONDS",
"THE SERIES 2015 BONDS" (except for information under the
subheading "Book-Entry Only System"), "SECURITY FOR THE
SERIES 2015 BONDS" (except for the information under the
subheading "RESERVE ACCOUNT EXISTING RESERVE
ACCOUNT INSURANCE POLICY"), and "CONTINUING
DISCLOSURE"], and believe that, insofar as such statements purport to
summarize certain provisions of the Series 2015 Bonds, the Bond
Resolution and the Continuing Disclosure Agreement, such statements
present an accurate surunary of such provisions; (B) they have reviewed
the statements in the Official Statement under the caption "TAX
MATTERS" arrd believe that such statements are accurate; and (C) the
Series 2015 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");
the opinion of the Law Offices of Steve E. Bullock, P.A., Disclosure
Counsel to the City, dated the date of Closing and either addressed to the
Underwriters and the City or accompanied by a letter addressed to the
Underwriters indicating that it may rely on said opinion as if it were
addressed to them, in form and substance acceptable to the City and the
Underwriters, (i) to the effect that nothing has come to its attention which
(i)
(ii)
59100100987622.DOCv3
11
104
leads it to believe that the Official Statement contains any untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, (ii) the
Continuing Disclosure Agreement complies, in all material respects, with
the requirements of Rule 15(c)2-12(b)(5), and (iii) the Series 2015 Bonds
are exempt from the registration requirements of the 1933 Act and the
Bond Resolution is exempt from qualification under the 1939 Ac!
(iv) the opinion of Raul Aguila, Esq., Counsel to the City, dated the date of
Closing and addressed to the Underwriters and the City, to the effect that:
(A) the Commission is the governing body of the City and the City is
validly existing as a municipality under the Act, with all corporate power
necessary to conduct the operations described in the Official Statement
and to carry out the transactions contemplated by this Purchase
Agreement; (B) the City has obtained all govemmental consents,
approvals and authorizations necessary for execution and delivery of the
Bond Documents, for issuance of the Series 2015 Bonds and for execution
and delivery of the Official Statement and consummation of the
transactions contemplated thereby and hereby; (C) the City has fuIl legal
right power and authority to pledge and grant a lien on the Net
Revenues, [Impact Fees and Special Assessments] for the security of the
Series 2015 Bonds on parity and equal status with the Parity Bonds; (D)
the Commission has duly adopted the Bond Resolution and duly enacted
and/or adopted the Rate Instrument and approved the form, executiory
distribution and delivery of the official Statemenf (E) the Series 2015
Bonds and the Bond Documents have each been duly authorized,
executed and delivered by the City and, assuming due authorization,
execution and delivery thereof by the other parties thereto, if any, each
constitutes a valid and binding agreement of the City, enforceable in
accordance with its terms; (F) the information in the Official Statement
with respect to the City (excluding financial, statistical and demographic
in{ormation and information relating to DTC, as to which no opinion
need be expressed) is, to the best knowledge of such counsel after due
inquiry with respect thereto, correct in all material respects and does not
omit any matter necessary in order to make the statements made therein
regarding such matters, in light of the circumstances under which such
statements are made, not misleading, and, based on its participation as
counsel to the City, such counsel has no reason to believe that the Official
Statement (excluding financial, statistical and demographic information
(and information relating to DTC [and the Insurer]) contained as of its
date or contains any untrue statement of a material fact or omitted or
omits to state any material fact necessary to make the statements therein,
59100100987622.DOCv3
72
105
(v)
in light of the circumstances under which they were made, not
misleading; (G) except as disclosed in the Official Statement under the
caption "LITIGATION," there is no actiory 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 counsef threatened,
against or affecting the Commission or the City challenging the validity
of the Series 2015 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 Stormwater Utility or the pledge of
the Net Revenues, [Impact Fees or Special Assessments] for the payment
of the Series 2015 Bonds in the manner and to the extent provided in the
Bond Resolution, nor is there any basis therefor; (H) the execution and
delivery of the Bond Documents and the issuance of the Series 2015
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, indenfure, 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 subjecf
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 2015 Project, the
Stormwater Utility or the Series 2015 Bonds has occurred since the date of
the Official Statement which should be disclosed therein for the purpose
for which it is used or which is necessary to disclose therein in order to
make the statements and information therein not misleading in any
material respect as of the date of Closing;
a customary signature certificate, dated the date of Closing, signed on
behalf of the City by the City Clerk of the City;
(vi)
59100/00987622.DOCv3
13
106
(vii) evidence satisfactory to the Senior Managing Underwriter that the
requirements of Section2Og of the Bond Resolution have been satisfied;
(viii) letters from Moody's Investors Service, Inc. ("Moody'"") and Standard &
Poor's Ratings Services ("S&P") addressed to the City, to the effect that
the Series 2015 Bonds have been assigned ratings of " _" and " _"
with a " _ outlook," respectivel/, which ratings shall be in effect as
of the Closing date;
(ix)
(x)
a customary authorization and incumbency certificate, dated the date of
Closing, signed by authorized officers of the Bond Registrar;
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 2015 Bonds may be sold in compliance with the "blue
sky" or securities laws of such jurisdictions;
such additional documents as may be required by the Bond Resolution to
be delivered as a condition precedent to the issuance of the Series 2015
Bonds;
(xi)
(xii) one executed copy of a letter from the Consulting Engineers consenting to
the references to them in the Official Statement and inclusion of its Report
of Consulting Engineer as Appendix _ to the Official Statemen!
(xiii) one executed copy of certificates of each of the Public Works Director and
the Consulting Engineers to the effect that the information contained in
the Official Statement under the caption "THE STORMWATER UTILITY"
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;
(xiv) [a true and correct copy of the 2015 Reserve Account Insurance Policy; J
(xv) [an opinion, dated the date of the Closing and addressed to the Issuer
and the Underwriters, of counsel for the Insurer and/or a certificate or
certificates of the Insurer, in such form as is mutually and reasonably
acceptable to the Issuer and the Underwriters; andl
such additional legal opinions, proceedings, instruments and other
documents as the Senior Managing Underwriter, IJnderwriters' Counsel
or Bond Counsel may reasonably request.
AIl 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
59100100987622.DOCv3
74
(x)
107
Purchase Agreement il but only rf, 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.
The following costs and expenses relating to the transaction contemplated or
described in this Purchase Agreement shall be borne and paid by the City
regardless of whether the transaction contemplated herein shall close: printing of
Series 2015 Bonds; printing or copying of closing documents (including the
Preliminary Official Statement and the Official Statement) in such reasonable
quantities as the Senior Managing Underwriter may request; fees and
disbursements of Bond Counsel; fees and disbursements of the City's Financial
Advisor; any accounting fees; the Bond Registrar fees; fees of the rating agencies;
and any other fees as described in Schedule A-1 hereto. The City shall pay any
expenses incurred by the Underwriters on behalf of the City and its staff in
corurection with the marketing, issuance and delivery of the Series 2015 Bonds,
including, but not limited to, meals, transportation, lodging and entertainment of
the City's employees and representatives; the City's obligations in regard to these
expenses survive even if the underlying transaction fails to close or consummate.
The Underwriters will pay: (i) the fees and disbursements of Underwriters'
Counsel; (ii) all advertising expenses in connection with the public offering of the
Series 2015 Bonds; and (iii) the cost of preparing, printing and distributing the
Blue Sky and Legal lnvestment Surveys, i{ any, and the filing fees required by the
"blue sky" laws of various jurisdictions.
SECTION 8.
The City acknowledges and agrees that: (i) the transactions contemplated by this
Purchase Agreement are arm's length, commercial transactions between the City and the
Underwriters in which the Underwriters are acting solely as a principal and are not acting as a
municipal advisor, financial advisor or fiduciary to the City; (ii) the Underwriters have not
assumed any advisory or fiduciary responsibility to the City with respect to the transactions
contemplated hereby and the discussions, undertakings and procedures leading thereto
(irrespective of whether the Underwriters or their affiliates have provided other services or are
currently providing other services to the City on other matters); (iii) the only obligations the
59100100987622.DOCv3
15
(a)
(b)
108
Underwriters have to the City with respect to the transaction contemplated hereby expressly are
set forth in this Purchase Agreement; (iv) the City has consulted its own financial and/or
municipal, legal, accounting, tax, and other advisors, as applicable, to the extent it has deemed
appropriate and (v) the Underwriters have financial and other interests that differ from those of
the City.
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 their election to do so between the
date hereof and the Closing if, at any time hereafter and on or prior to the Closing:
(a) A committee of the FIouse of Representatives or the Senate of the Congress of the
United States shall have pending before it legislation, or a tentative decision with
respect to legislation shall be reached by a committee of the House of
Representatives or the Senate of the Congress of the United States of America, or
legislation shall be favorably reported by such a committee or be introduced, by
amendment or otherwise, irL or be passed by, the House of Representatives or
the Senate, or recommended to the Congress of the United States of America for
passage by the President of the United States of America, or be enacted by the
Congress of the United States of America, or an announcement or a proposal for
any such legislation shall be made by a member of the F{ouse 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 Intemal Revenue Service shall be made or proposed having the purpose or
effect of imposing federal income taxatiory or any other event shall have
occurred which results in or proposes the imposition of federal income taxatiorL
upon revenues or other income of the general character to be derived by the City,
any of its affiiiates, state and local goveffrnental units or by any similar body or
upon interest received on obligations of the general character of the Series 2015
Bonds which, in the Senior Managing Underwriter's opiniory materially and
adversely affects the market price of the Series 2015 Bonds.
Any legislation, ordinance, rule, or regulation shall be introduced in or be
enacted by *y goverrunental body, departmen! or agency of the United States
or of any state, or a decision by ^y court of competent jurisdiction within the
United States or any state shal1 be rendered which" in the Senior Managing
Underwriter's reasonable opinion, materially adversely affects the market price
of the Series 2015 Bonds.
A stop order, ruling, regulation, or official statement by, or on behalf of, the
Securities and Exchange Commission or any other govemmental agency having
(b)
(c)
59100100987622.DOCv3
16
109
(d)
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 2015
Bonds, or the issuance, offering, or sale of the Series 2015 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.
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 2015 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 2015 Bonds, as contemplated hereby or by the Official Statement.
Any event shall have occurred, or inJormation shall have become known, which,
in the Senior Managing Underwriter's reasonable opiniory makes untrue in any
material respect any representation by or certificate of the City hereunder, or any
statement or information fumished to the Underwriters by the City for use in
connection with the marketing of the Series 2015 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.
Additional material restrictions not in force as of the date hereof shall have been
imposed upon trading in securities generally by *y govemmental authority or
by any national securities exchange.
The New York Stock Exchange or any other national securities exchange, or any
govemmental authority, shall impose, as to Series 2015 Bonds or obligations of
the general character of the Series 2015 Bonds, ffiy 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.
A general banking moratorium or suspension or limitation of banking services
shall have been established by federaf Florida or New York authorities or a
(e)
(0
(g)
(h)
59100100987622.DOCv3
17
110
(i)
major financial crisis or material disruption in commercial banking or securities
settlement or clearance services shall have occurred.
Any proceeding shall be pending, or to the knowledge of the lJnderwriters,
threatened, to restrain, enjoin, or otherwise prohibit the issuance, sale, or
delivery of the Series 2015 Bonds by the City or the purchase, offering, sale, or
distribution of the Series 2015 Bonds by the Underwriters, or for any
investigatory or other proceedings under any federal or state securities laws or
the rules and regulations of the National Association of Securities Dealers, Inc.
relating to the issuance, sale, or delivery of the Series 2015 Bonds by the City or
the purchase, offering, sale, or distribution of the Series 2015 Bonds by the
Underwriters.
There shall have occurred any new outbreak or escalation of hostilities, any
declaration by the United States of war or any national or intemational calamity
or crisis, the effect of such outbreak, escalatiory declaration, calamity or crisis
being such as would cause a major disruption in the municipal bonds market
and as, in the reasonable judgment of the Senior Managing Underwriter, would
make it impracticable or inadvisable for the Underwriters to market the Series
2015 Bonds or to enforce contracts for the sale of the Series 2015 Bonds.
Prior to Closing, any of the rating agencies which have rated the Series 2015
Bonds shall inform the City or the Senior Managing Underwriter that the Series
2015 Bonds will be rated lower than the respective rating published in the
Preliminary Official Statement or there shall have occurred or any notice shall
have been given of any intended review, downgrading, suspension, withdrawal,
or negative change of credit watch status by any national rating service to any of
the City's obligations.
There shall have occurred, after the signing hereof, either a financial crisis or a
default with respect to the debt obligations of 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 or any agency
or political subdivision, 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 2015 Bonds or
the ability of the Underwriters to enJorce contracts of the sale of the Series 2015
Bonds.
[The Insurer shall inform the City or the Underwriters that it will not deliver
the 2015 Reserve Account Insurance Policy at Closing.l
SECTION 10.
(i)
(k)
(1)
(m)
Any notice or other communication to be given under this Purchase Agreement may be
59100100987622.DoCv3
1g
111
given by delivering the same in writing as follows:
To the City at:
City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beactu FL 33139
Attention: Patricia D. Walker, Chief Financial Officer
To the Underwriters (as the Senior Managing Underwriter, the representative on behalf
of the Underwriters) at:
Wells Fargo Bank, National Association
2363 Gulf-to-B ay B oulevard
Clearwater, Florida 33765
Attention: J. Michael Olliff
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, partrership,
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 fulI force and effect and shall survive
delivery of and payment for the Series 2015 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]
59100100987622.DOCv3
19
112
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 NATIONAL
ASSOCIATION, on behalf of itself and
CITIGROUP GLOBAL MARKETS INC., I.P.
MORGAN SECURITIES LLC and SIEBERT
BRANDFORD SHANK & CO., LLC
Name:
Title:
Accepted and confirmed as of the
date first above written:
CITY OF MIAMI BEACH, FLORIDA
Name: Philip Levine
Title: Mayor
By,
By'
59100100987622.DOCv3
20
113
EXHIBIT A
(Disclosure and Truth-in-Bonding Statement)
CITY OF MIAMI BEACH, FLORIDA
Stormwater Revenue Bonds
Series 2015
2015
Mayor and City Commission
City of Miami Beactu Florida
1700 Convention Center Drive
Miami Beactr, Florida 33139
Ladies and Gentlemen:
In connection with the proposed execution and delivery of the $City of
Miami Beach, Florida Stormwater Revenue Bonds, Series 2015 (the "series 2015 Bonds"), Wells
Fargo Bank, National Association (the "Senior Managing Underwriter"), acting on behalf of
itself Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Siebert Brandford Shank &
Co., LLC (collectively, with the Senior Managing Underwriter, the "IJnderwriters"), has agreed
to underwrite a public offering of the Series 2015 Bonds. Arrangements for underwriting the
Series 2015 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 fumish, pursuant to the provisions of Section 218.385,
Florida Stafutes, as amended, certain information in respect of the affangements contemplated
for the underwriting of the Series 2015 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 2015
Bonds are set forth in schedule A-1 attached hereto.
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 2015 Bonds by the Underwriters.
(b)
5e I OO I OOe87 622. DOCv3 Exhibit A- 1
114
(c) The total underwriting spread is $($ /$1,000 of Bonds).
(d) The Management Fee is $_ ($_J$1,000 of Bonds).
(e) The Underwriters' Expenses are $($ i$1,000 of Bonds).
No other fee, bonus or other compensation has been or will be paid by the
Underwriters in connection with the issuance of the Series 2015 Bonds to any
person not regularly employed or retained by the lJnderwriters, except
Underwriters' Counsel, Bryant Miller Olive P.A., as shown on Schedule A-1
hereto, including arry "fit:rder" as defined in Section 218.386(1Xa), Florida
Stafutes, as amended.
The names and addresses of the Underwriters are:
Wells Fargo Bank, National Association
2363 Gulf-to-Bay Blvd, Suite 200
Clearwater, Florida 337 65
Attr: J. Michael Olliff
Citigroup Global Markets Inc.
100 North Tampa Street Suite 3750
Tampa, Florida 33602
Attn: Kevin Dempsey
J.P. Morgan Securities LLC
1450 Brickell Ave, 33rd Floor
Miami, FL 33131
Attn: T.]. Whitehouse
Siebert Brandford Shank & Co., LLC
1025 Connecticut Avenue NW, Suite 1202
Washington, DC 20036
Attr: Jon Kim
(h)TheCityisproposingtoissue$-principalamountoftheSeries2015
Bonds, as described in the Official Statement dated 2015 relating
to the Series 2015 Bonds (the "Official Statement"). These obligations are
expected to be repaid over a period of approximately _ years. At a true interest
cost rate of
-"/q
totaL interest paid over the life of the Series 2015 Bonds
will be $. Proceeds of the Series 2015 Bonds will provide funds,
together with other available funds, to (i) pay the costs of certain improvements
to the City's Stormwater Utility, (ii) [fund required reserves, and (iii)] pay costs
of issuance of the Series 2015 Bonds.
s9 I OO I 00987 622.DOCv3Exhibit A-2
(0
(g)
115
(i)The anticipated source of repayment or security for the Series 2015 Bonds is the
Net Revenues, [Impact Fees or Special Assessments] (as defined in the Bond
Resolution, which in tum is defined in the Purchase Agreement). Authorizing
theseob1igationswiIlresu1tinanannua1amountofapproximate1y$-
(total debt service divided by _ 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 2015 Bonds.
[Remainder of page intentionally left blank]
59 I OO I 00987 622.DOCv3Exhibit A-3
116
We understand that you do not require any further disclosure from the Underwriters
pursuant to Section 218.385, Florida Stafutes, as amended.
Very Truly Yours,
WELLS FARGO BANK, NATIONAL
ASSOCIATION, on behalf of itself and
CITIGROUP GLOBAL MARKETS INC., J.P.
MORGAN SECURITIES LLC and SIEBERT
BRANDFORD SHANK & CO., LLC
Name:
Title:
By'
s9 I OO I OO9S7 622. DOCv3Exhibit A-4
117
SCHEDULE " A-1"
DETAILED BREAKDOWN OF UNDERWRITERS' DISCOUNT
CITY OF MIAMI BEACH, FLORIDA
Stormwater Revenue Bonds
Series 2015
Spread Breakdown
Underwriterlf aked own:
Expenses:
Total
Exnense Breakdown
Total
$/$1,000 Amount
Si$1,000 Amount
s9 100 100987 622.DoCv3Schedule A-1
118
EXHIBIT B
$_
CITY OF MIAMI BEACH, FLORIDA
Stormwater Revenue Bonds
Series 2015
MATURITIES, PRINCIPAL AMOUNTS,INTEREST RATES, YIELDS AND PRICES
$_ Serial Bonds
Maturity Principal
(September 1) Amount Interest Rate Yield Price
% TermBondDueSeptember-1., ;Yield _%; Price_%
% Term Bond Due September'l-, : Yield _"/"; Price _%
llnsert Redemption Provisions]
s9 I 00 I 00987 622.DOCv3Exhibit B- 1
119
AGENDA DRAFT - O3/IIl15
PRELIMINARY OFFICIAL STATEMENT DATED APRIL ,2015
NEW ISSUE - Book-Entry-Only Ratings: Moody's: "_"
S&P: "
(See "RATINGS" herein)
In the opinion of Squire Patton Boggs (US) LLP, Bond Counsel, under existing law (i) assuming
continuing compliance with certain covenqnts and the accuracy of certain representations, interest on the
Series 2015 Bonds is excludedfrom gross income forfederal income tax purposes and is not an item of
tax preferencefor purposes of thefederal alternative minimum tax imposed on individuals and corporations
and (ii) the Series 2015 Bonds and the income thereon are exemptfrom taration under the laws of the State
of Florida, except estate tqxes imposed by Chapter 198, Florida Statutes, as amended, and net income and
franchise tares imposed by Chapter 220, Florida Statutes, as amended. Interest on the Series 2015 Bonds
may be subject to certain federal taxes imposed only on certain corporations, including the corporate
qlternative minimum tax on a portion of that interest. For a more complete discussion of the tax ospects
relating to the Series 2015 Bonds, see the discussion under the heading "TAX MATTERS" herein.
$90,000,000*
CITY OF MIAMI BEACH, FLORIDA
STORMWATER REVENUE BONDS
SERIES 2015
Dated: Date of Delivery Due: September l, as shown on inside cover page
The City of Miami Beach, Florida Stormwater Revenue Bonds, Series 2015 (the "series 2015
Bonds") will be issued by the City of Miami Beach, Florida (the "City'') as fully registered bonds, without
coupons, in denominations of $5,000 and integral multiples thereof. When issued, the Series 2015 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 2015 Bonds. Purchasers will not
receive certificates representing their ownership interests in the Series 2015 Bonds purchased. See
"DESCRIPTION OF THE SERIES 2015 BONDS - Book-Entry Only System" herein. Interest on the
Series 2015 Bonds will accrue from their date of delivery and will be payable on September l, 2015 and
semiannually on each March I and September I thereafter. U.S. Bank National Association, Miami,
Florida, will serve as the initial bond registrar and paylng agent (collectively, the "Bond Registrar") for the
Series 2015 Bonds. While the Series 2015 Bonds are registered through the DTC book-entry only system,
principal of and interest on the Series 2015 Bonds will be payable by the Bond Registrar to DTC.
The Series 2015 Bonds are being issued for the purpose of providing funds to (i) finance a portion
of the costs of improving and upgrading the City's Stormwater Utility (the "series 2015 Project"), and (ii)
pay the costs of issuing the Series 2015 Bonds. See "PURPOSE OF THE ISSUE" herein.
The Series 2015 Bonds are payable from and secured by a first lien on and a pledge of the Net
Revenues derived from the City's ownership and operation of the Stormwater Utility and certain other
moneys held under the Resolution (as such terms are defined herein). Such first lien on and pledge of Net
Revenues and certain other moneys held under the Resolution shall be on a parity with the first lien on and
pledge of the Net Revenues and certain other moneys held under the Resolution granted in favor of (i) the
City of Miarni Beach, Florida Stormwater Revenue Refunding Bonds, Taxable Series 2009J -2, the City of
Miami Beach, Florida Stormwater Revenue Bonds, Series 20llA and the City of Miami Beach, Florida
Stormwater Revenue Refunding Bonds, Series 201lB, and (ii) that may be granted by the City in favor of
120
Additional Bonds, Refunding Bonds, Altemative Parity Debt and certain Short-Term Indebtedness;
provided, however, that no deposit to the Reserve Account shall be made in connection with the
issuance of the Series 2015 Bonds and the Series 2015 Bonds shall not be secured by, or entitled to
any benefit from, amounts held in the Reserve Account for the benefit of other Bonds issued and
Outstanding under the Bond Resolution (as such terms are defined herein). See "SECURITY AND
SOURCES OF PAYMENT" herein.
The Series 2015 Bonds are subject to optional and mandatory sinking fund redemption prior to
maturity as described herein.
THE CITY IS OBLIGATED TO PAY THE PRINCIPAL OF AND INTEREST ON THE SERIES
2OI5 BONDS SOLELY FROM THE NET REVENUES AND CERTAIN OTHER MONEYS, AS
DESCRIBED IN THE RESOLUTION. THE SERIES 2OI5 BONDS SHALL NOT CONSTITUTE AN
INDEBTEDNESS OF THE CITY, MIAMI-DADE COI.'NTY, FLORIDA, THE STATE OF FLORIDA
OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY
CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. THE FAITH AND CREDIT
OF THE CITY, MTAMI-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 2OI5 BONDS. ISSUANCE OF THE SERIES 2OI5 BONDS SHALL NOT
DIRECTLY,INDIRECTLY OR CONTINGENTLY OBLIGATE THE CITY, MI.AMI-DADE COUNTY,
FLORIDA, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF TO LEVY OR
TO PLEDGE ANY TAXES WHATEVER THEREFOR, OR TO MAKE ANY APPROPRIATION FOR
THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2OI5 BONDS, EXCEPT
AS PROVIDED IN THE RESOLUTION.
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 to obtain information essential to the
making of an informed investment decision.
The Series 2015 Bonds are offered when, as and if issued by the City, subject to the opinion on
certain legal matters relating to their issuance of Squire Patton Boggs (US) LLP, Miami, Florida, Bond
Counsel. Certain legal matters will be passed upon for the City by Raul J. Aguila, Esquire, City Attorney,
and certain legal matters relating to disclosure will be passed upon for the City by the Law Offices of Steve
E. Bullock, P.A., Miami, Florida, Disclosure Counsel. Certain legal matters will be passed upon for the
Underwriters by Bryant Miller Olive P.A., Miami, Florida, as Counsel to the Underwriters. RBC Capilal
Markets, LLC, Miami, Florida, is serving as Financial Advisor to the City in connection with the issuance
of the Series 2015 Bonds. It is expected that the Series 20I5 Bonds will be available for delivery through
DTC in New York, New York on or about May _, 2015.
Wells Fargo Securities
Citigroup J.P. Morgan Siebert Brandford Shank & Co., LLC
Dated:.20ts
* Preliminary, subject to change.
121
Red herring: This Preliminary Olficial Statentent and the inJbrmation contained herein are subject to
amendment and completion without notice. The Series 201 5 Bonds mqy not be sold and o.ffers to buy may
not be accepted prior to the time the Olficial Statement is delivered inJinalform. Under no circumstances
shall this Preliminary Olficial Statement constitute an olJbr to sell or the solicitation of an olfer to buy, nor
shall there be any sale of the Series 2015 Bonds in any jurisdiction in which such olfer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such.jurisdiction.
122
MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES,
PRICES, YIELDS AND INITIAL CUSIP NUMBERS*t
$ Series 2015 Serial Bonds
Due
Gsptember_D
2016
2017
2018
2019
2020
2021
2022
2023
2024
202s
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
Principal
Amount
Interest
Rate
%
Initial
CUSIP Number
s9324-
s9324-
59324-
59324-
59324-
59324-
59324-
59324-
s9324-
s9324-
59324-
59324-
59324-
59324-
59324-
s9324-
59324-
59324-
59324-
59324-
59324-
59324-
s9324-
s9324-
s9324-
59324-
59324-
59324-
59324-
59324-
Price Yield
o//o
123
%oTerm Series 2015 Bonds Due September 1,20-- Price: / Yield:
o/olnitial CUSIP Number: 59324
* Preliminary, subject to change.
t Neither the City nor the Underwriters is responsible for the use of CUSIP Numbers, nor is a representation made
as to their correctness. The CUSP Numbers are included solely for the convenience of the readers of this
Official Statement.
124
CITY OF MIAMI BEACH, FLORIDA
MAYOR
Philip Levine
CITY COMMISSION
Jonah Wolfson, Vice-Mayor
Michael Grieco, Commissioner
Joy Malakoff, Commissioner
Micky Steinberg, Commissioner
Edward L. Tobin, Commissioner
Deede Weithom, Commissioner
ADMINISTRATION
City Manager
Jimmy L. Morales
C hief Financial Ollicer
Patricia D. Walker
Bond Counsel
Squire Patton Boggs (US) LLP
West Palm Beach, Florida
Disclosure Counsel
Law Offices of Steve E. Bullock, P.A.
Miami, Florida
City Auorney
Raul J. Aguila, Esquire
City Clerk
Rafael E. Granado
Assistant City Manager
John M. Taxis
Public )Vorks Director
Eric T. Carpenter, P.E.
CONSULTANTS
Independent Auditors
McGladrey LLP
Miami, Florida
Financial Advisors
RBC Capital Markets, LLC
Miami, Florida
Consulting Engineers
AECOM
Coral Gables, Florida
125
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 authorizedby 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 2015 Bonds
by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation
or sale. The information contained in this Official Statement has been obtained from public documents,
records and other sources considered to be reliable and, while not guaranteed as to completeness or
accuracy, is believed to be correct. Any statement in this Official Statement involving estimates,
assumptions and opinions, whether or not so expressly stated, are intended as such and are not to be
construed as representations of fact, and the Underwriters and the City expressly make no representation
that such estimates, assumptions and opinions will be realized, or fulfilled. Any information, estimates,
assumptions and matters of opinion contained in this Official Statement are subject to change without
notice, and neither the delivery of this Official Statement, nor any sale hereunder, shall, under any
circumstances, create any implication that there has been no change in the affairs of the City since the date
hereof.
The Underwriters have provided the following sentence for inclusion in this Official Statement.
The Underwriters have reviewed the information in this Official Statement in accordance with, and as part
of, their 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 2015
Bonds is made only by means of this entire 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 forwardJooking 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 forwardJooking 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 20 I 5 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF I 93 3 , AS AMENDED, OR ANY STATE SECURITIES LAW, NOR HAS THE BOND RESOLUTION
BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF I939, AS AMENDED, IN RELIANCE
UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE EXEMPTION OF THE SERIES 2OI5
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 EXCHANGE COMMISSION NOR ANY OTHER FEDERAL, STATE OR GOVERNMENTAL
ENTITY OR CITY WILL HAVE PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
126
OFFICIAL STATEMENT OR APPROVED OR RECOMMENDED THE SERIES 2OI5 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 2OI5 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 2OI5 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 LINDERWRITERS AND ANY ONE OR MORE HOLDERS OF THE SERIES 2OI5
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 BOL]ND 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 l5c2-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, EXCEPT FOR CERTAIN FINANCIAL INFORMATION PERMITTED TO BE OMITTED
PURSUANT TO RULE l5c2-12(bXl).
127
TABLE OF CONTENTS
INTRODUCTION.
PURPOSE OF THE ISSUE.
ESTIMATED SOURCES AND USES OF FUNDS.
DESCRIPTION OF THE SERIES 2015 BONDS.
General.
Redemption Provisions..
Book-Entry-Only System
Discontinuance of Book-Entry Only System.
SECURITY AND SOURCES OF PAYMENT.
General.
FlowofFunds....
Reserve Account.
RateCovenant.....
Additional Bonds.
Refunding Bonds.
Limited Liability..
Other Indebtedness.
Modifications or Supplements to Bond Resolution. . .
THE STORMWATER UTILITY.
General.
Public Works Department.
Existing Stormwater Utility.
Capital Improvement Program.
Government Regulations.
Rates, Fees and Charges
Comparative Rate Study..
Billing and Collection. . . .
DEBT SERVICE SCHEDULE
HISTORICAL AND FORECASTED SCHEDULE OF NET REVENUES.
FINDINGS AND CONCLUSIONS OF CONSULTING ENGINEERS.. . . .
LITIGATION.....
LEGAL MATTERS.
ENFORCEABILITY OF REMEDIES.. .
TAX MATTERS. .
General.
Risk of Future Legislative Changes and./or Court Decisions. . .
Original Issue Discount and Original Issue Premium.. . . .
CONTINUING DISCLOSURE. .
RATINGS.
LINDERWRITING..
EXPERTS.
FINANCIAL STATEMENTS. . . .
FINANCIAL ADVISOR.
CONTINGENT FEES.
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY LAWS
AUTHORIZATION CONCERNING OFFICIAL STATEMENT.. .. .
MISCELLANEOUS..
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t4
t4
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l5
l6
t7
l8
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128
APPENDIX A - General [nformation and Economic Data Regarding the City of Miami Beach,
Florida and Miami-Dade County, Florida
APPENDX B - Report of the Consulting Engineers
APPENDX C - Basic Financial Statements of the City of Miami Beach, Florida for the Fiscal Year
Ended September 30, 2014
APPENDIX D - The Resolution
APPENDIX E - Proposed Form of Opinion of Bond Counsel
APPENDIX F - Proposed Form of Opinion of Disclosure Counsel
APPENDIX G - Form of Disclosure Dissemination Agent Agreement
lv
129
OFFICIAL STATEMENT
relating to
$90,000,000*
CITY OF MIAMI BEACH, FLORIDA
STORMWATER REVENUE BONDS
SERIES 2015
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''), its stormwater management
utility system, which is owned and operated by the City (the "Stormwater Utility") and the sale by the City
of its $90,000,000* aggregate principal amount of StormwaterRevenue Bonds, Series 2015 (the "series
2015 Bonds"). The Series 2015 Bonds, the Series 2009 Bonds (defined below) and any Additional Bonds
and Refunding Bonds issued on a parity therewith, are collectively referred to as the "Bonds." The Series
2015 Bonds are being issued pursuant to the Constitution and Laws of the State of Florida, including
Chapter 166 and Section 403.0893(l), Florida Statutes, and 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. 2000-24127 adopted by the Mayor and City Commission of the City (collectively, the "City
Commission") on October 18, 2000 (the "Bond Resolution"), and Resolution No. 2015--adopted by
the City Commission on April ,2015 (the "series 2015 Resolution" and, collectively with the Bond
Resolution, the "Resolution"). Fora complete description of the terms and conditions of the Series 2015
Bonds, and the provisions of the Resolution, see "APPENDIX D - The Resolution."
The Series 2015 Bonds will be issued in book-entry only form and purchasers of the Series 2015
Bonds will not receive certificates representing their interest in the Series 2015 Bonds purchased. The
Series 2015 Bonds will contain such other terms and provisions, including provisions regarding redemption,
as described in "DESCRIPTION OF THE SERIES 2015 BONDS" herein.
The City has previously issued pursuant to the Bond Resolution its (i) $16,185,000 original
principal amount of City of Miami Beach, Florida Stormwater Revenue Refunding Bonds, Taxable Series
2009J-2 (the "Series 2009 Bonds"), $of which are currently Outstanding; (ii)
S52,130,000 original principal amount of City of Miami Beach, Florida Stormwater Revenue Bonds, Series
201lA (the "Series 201lA Bonds"), all of which are currently Outstanding; and (iii) $26,575,000 original
principal amount of City of Miami Beach, Florida Stormwater Revenue Refunding Bonds, Series 20llB
(the "Series 20llB Bonds" and, together with the Series 2011A Bonds, the "Series 20ll Bonds"),
$26,240,000 of which are currently Outstanding
The principal of, and interest on, the Series 2015 Bonds will be secured by a first lien on and
pledge of the Pledged Revenues as described herein, on a parity with the Series 2009 Bonds, the Series
201I Bonds and any Additional Bonds and Refunding Bonds that may be issued from time to time under
the Bond Resolution and Altemative Parity Debt and certain Short-Term Indebtedness that may be hereafter
issued; provided, however, that no deposit to the Reserve Account shall be made in connection with
the issuance of the Series 2015 Bonds and the Series 2015 Bonds shall not be secured by, or entitled
to any benefit from, amounts held in the Reserve Account for the benefit of the Outstanding Bonds
* Preliminary, subject to change.
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or any other Bonds issued and Outstanding under the Bond Resolution. See "SECURITY AND
SOURCES OF PAYMENT - Reserve Account" herein.
This introduction is intended to serve as a brief description of this Official Statement and is
expressly qualified by reference to this Official Statement as a whole. A full review should be made of
this entire Official Statement, as well as the documents and reports summarized or described herein. The
description of the Series 2015 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 repofts. Copies of such documents and reports may be obtained from the City.
Capitalized terms used but not defined in this Official Statement shall have the meaning ascribed to such
terms in the Resolution. See "APPENDIX D - The Resolution."
PURPOSE OF THE ISSUE
General
The Series 2015 Bonds are being issued by the City for the purpose of providing funds to (i) pay
the costs of certain capital improvements to the Stormwater Utility (the "Series 2015 Project"), and (ii)
paying the costs of issuance of the Series 2015 Bonds.
Series 2015 Project
The improvements to the Stormwater Utility to be made with the proceeds of the Series 2015
Bonds are part of the improvements to be made pursuant to the Capital Improvement Program for the
Stormwater Utility. See "THE STORMWATER UTILITY - The Capital Improvement Program" herein.
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 2015 Bonds:
Sources of Funds
Par Amount of Series 2015 Bonds
Net Original Issue Premium,IDiscount
Total Estimated Sources of Funds
Uses of Funds
Deposit to Series 2015 Construction Subaccount(')
Deposit to Series 2015 Cost of Issuance Subaccound2)
Underwriters' Discount
Total Estimated Uses of Funds
See "PURPOSE OF THE ISSUE - Series 2015 Project" herein.
To pay certain costs of issuance of the Series 2015 Bonds, including, without limitation, printing costs, bond
counsel fees, disclosure counsel fees, fees of the financial advisor and fees of the Consulting Engineers.
(l)
(2)
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DESCRIPTION OF THE SERIES 2015 BONDS
General
The Series 2015 Bonds will be dated their date of delivery. The Series 2015 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 2015 Bonds is payable semiannually commencing on
September 1,2015 and on each March I and September I thereafter. Such interest shall be calculated on
the basis of a 360 day year consisting of twelve 30-day months. The City has appointed U.S. Bank
National Association, Miami, Florida, to ser as the paying agent and as the bond registrar for the Series
2015 Bonds (collectively, the "Bond Registrar").
In any case where the date of maturity of interest on or principal of the Series 2015 Bonds or the
date fixed for redemption of the Series 2015 Bonds shall not be 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 2015 Bonds 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 2015 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 2015 Bonds shall be in
book-entry-only form, the principal of and interest on the Series 2015 Bonds will be payable to Cede &
Co. (or such other nominee selected by DTC), as registered owner thereof, and will be distributed by DTC
and the DTC Participants to the Beneficial Owners (as such terms are hereinafter defined). See "THE
SERIES 2015 BONDS - Book-Entry Only System" herein.
Redemption Provisions
Optional Redemption
The Series 2015 Bonds maturing on or before September 1,120251are not subject to redemption
prior to maturity. The Series 2015 Bonds maturing on or after September 1,2026 are subject to
redemption prior to maturity, at the option of the City, on or after September l, 2025 , 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 2015 Bonds to be redeemed, together with accrued interest
to the date fixed for redemption and without premium.
Mandatorv Sinkinq Fund Redemption
The Series 2015 Bonds maturing on September 1,20- 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, plus accrued interest to the redemption date, on
September I of each year in the following amounts and in the years specified:
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Due
(September l)
*
Amortization
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 redemption (a) shall be filed by the City with the Bond Registrar
and (b) shall be mailed by the Bond Registrar, first class mail, postage prepaid, to all registered owners of
Series 2015 Bonds (which, so long as DTC shall act as securities depository for the Series 2015 Bonds,
shall be Cede & Co.) to be redeemed at their addresses as they appear on the registration books of the
Bond Registrar, but 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 speciff 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 2015 Bonds are to be redeemed, the
numbers or other distinguishing marks of such Series 201 5 Bonds to be redeemed in part and the respective
portions thereof to be redeemed. Such notice shall further state that on such date there shall become due
and payable upon each of the Series 2015 Bonds to be redeemed the redemption price or the specified
portions thereof in the case of Series 2015 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 2015 Bonds or portions thereof so redeemed.
In the case of an optional redemption of the Series 2015 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 2015 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 Bond Resolution.
Effect of Calling for Redemptio,n. On the date so designated for redemption, notice having been
filed and mailed in the manner and under the conditions described above, the Series 2015 Bonds so called
for redemption shall become and be due and payable at the redemption price provided for redemption of
such Series 2015 Bonds on such date, and, moneys for payment of the redemption price being held in
separate accounts by the Finance Director or by the Bond Registrar in trust for the Holders of the Series
2015 Bonds to be redeemed, all as provided in the Resolution, interest on the Series 2015 Bonds so called
for redemption shall cease to accrue, such Series 2015 Bonds shall cease to be entitled to any lien, benefit
or security under the Resolution, and the Holders or registered owners of such Series 2015 Bonds shall
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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 Seies 2015 Bonds, payment of interest and principal on the Series 2015 Bonds
to Participants or Beneficial Owners of the Series 2015 Bonds, confirmation and transfer of beneficial
ownership interest in the Series 2015 Bonds and other related transactions by and betvveen DTC, the
Participants and the Beneficial Owners of the Series 2015 Bonds is based solely on idormationfurnished
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.
The Depository Trust Company ("DTC"), New York, New York, will act as securities depository
for the Series 2015 Bonds. The Series 2015 Bonds will be issued as fully-registered securities registered
in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully-registered bond certificate will be issued for each maturity
of each Series of the Series 2015 Bonds, each in the aggregate principal amount of such maturity to be
issued, 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 l7A
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 100 countries) that DTC's 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. This eliminates the need for physical movement of securities certificates. Direct
Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust
& Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing
Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC
is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others
such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing
corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly
or indirectly ("lndirect Participants"). DTC has a Standard & Poor's rating of AA+. The DTC Rules
applicable to its Direct and Indirect Participants are on file with the Securities and Exchange Commission.
More information about DTC can be found at www.dtcc.com and www.dtc.org.
Purchases of Series 2015 Bonds under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Series 2015 Bonds on DTC's records. The ownership
interest of each actual purchaser of each Series 2015 Bond ("Beneficial Owner") is in turn to be recorded
on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations
providing details of the transaction, as well as periodic statements of their holdings, from the Direct or
Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Series 2015 Bonds are to be accomplished by entries made on the books of
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Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive
certificates representing their ownership interests in Series 2015 Bonds, except in the event that use of the
book-entry system for the Series 2015 Bonds is discontinued.
To facilitate subsequent transfers, all Series 201 5 Bonds deposited by Direct Participants with DTC
are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be
requested by an authorized representative of DTC. The deposit of the Series 2015 Bonds with DTC and
their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2015 Bonds;
DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2015 Bonds
are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will
remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial
Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements
as may be in effect from time to time. Beneficial Owners of the Series 2015 Bonds may wish to take
certain steps to augment the transmission to them of notices of significant events with respect to the Series
2015 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the security documents.
For example, Beneficial Owners of the Series 2015 Bonds may wish to ascertain that the nominee holding
the Series 2015 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners.
In the alternative, Beneficial Owners may wish to provide their names and addresses to the Bond Registrar
and request that copies of notices be provided directly to them.
Redemption notices shall be sent by the Bond Registrar to DTC. If less than all of the Series 2015
Bonds within a particular maturity 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
the Series 2015 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI
Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after
the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts Series 2015 Bonds are credited on the record date (identified in a listing
attached to the Omnibus Proxy).
Principal and interest payments on the Series 2015 Bonds will be made to Cede & Co., or 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 City
or the Bond Registrar, on the payable date in accordance with their respective holdings shown on DTC's
records. Payments by Direct and Indirect 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, 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 will be the responsibility of DTC, and disbursement
of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
NEITHER THE CITY NOR THE BOND REGISTRAR WILL HAVE ANY
RESPONSIBILITY OR OBLIGATION TO ANY DIRECT OR INDIRECT PARTICIPANT OR THE
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PERSONS FOR WHOM THEY ACT AS NOMINEES WITH RESPECT TO THE SERIES 2015
BONDS IN RESPECT OF THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR
ANY DIRECT OR INDIRECT PARTICIPANT, THE PAYMENT BY DTC OR ANY DIRECT OR
INDIRECT PARTICIPANT OF ANY AMOUNT IN RESPECT OF THE PRINCIPAL OF OR
INTEREST ON THE SERIES 2015 BONDS, ANY NOTICE WHICH IS PERMITTED OR
REQUIRED TO BE GIVEN TO BONDHOLDERS T]NDER THE BOND RESOLUTION, THE
SELECTION BY DTC OR ANY DIRECT OR INDIRECT PARTICIPAIIT OR ANY PERSON TO
RECEIVE PAYMENT IN THE EVENT OF A PARTIAL REDEMPTION OF THE SERIES 2OI5
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 2015 BONDS, AS
NOMINEE OF DTC, REFERENCES IN THIS OFFICIAL STATEMENT TO THE
BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2015 BONDS SHALL MEAN
CEDE & CO., AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2015
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 2015 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 2015 Bond certificates. In such
event, the City shall prepare and execute, and the Bond Registrar shall authenticate, transfer and exchange,
Series 2015 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 2015 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 2015 Bond certificates as described herein. In the event Series 2015 Bond certificates are issued,
the provisions of the Bond Resolution shall apply to, among other things, the transfer and exchange of such
certificate and the method of payment of principal of and interest on such certificates. Whenever DTC
requests the City and the Bond Registrar to do so, the City will direct the Bond Registrar to cooperate with
DTC in taking appropriate action after reasonable notice (i) to make available one or more separate
certificates evidencing the Series 2015 Bonds to any DTC Participant having Series 2015 Bonds credited
to its DTC account; or (ii) to arrange for another securities depository to maintain custody of certificates
evidencing the Series 2015 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, to the extent provided in the Bond
Resolution, from Impact Fees and Special Assessments, 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 D - The Resolution
for a further description of the Pledged Revenues. The Series 2015 Bonds are payable from and secured
by the Pledged Revenues on a parity with the Series 2009 Bonds, the Series 20ll Bonds and any
Additional Bonds and Refunding Bonds that may be issued from time to time under the Bond Resolution
and Alternative Parity Debt and certain Short-Term Indebtedness that may be hereafter issued; provided,
however, that no deposit to the Reserve Account shall be made in connection with the issuance of the
Series 2015 Bonds and the Series 2015 Bonds shall not be secured by, or entitled to any benefit from,
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amounts held in the Reserve Account for the benefit of other Bonds issued and Outstanding under
the Bond Resolution.
With respect to the Series 2015 Bonds, there will be no Special Assessments or Impact Fees
available to pay principal of and interest on the Series 2015 Bonds. Therefore, as applied to the Series
2015 Bonds, "PledgedRevenues" shall notbe deemedto include Special Assessments orlmpact Fees.
"Net Revenues" is defined in the Bond Resolution as being, for any particular period, the amount
ofRevenues 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 Stormwater Utility, including the income derived
by the City from the provision of stormwater management utility services, any proceeds of use and
occupancy insurance on the Stormwater Utility or any part thereof, payments made to the City under
Interest Rate Swap arrangements, income from investments made under the Bond Resolution and, except
for certain purposes related to the issuance of Additional Bonds under the Bond Resolution, amounts
transferred or to be transferred from the Rate Stabilization Account; provided, however, Revenues shall
not include grants, contributions or donations, investment income from investments of moneys on deposit
in the Construction Fund, the Subordinated Indebtedness Account, the Impact Fee Account and the Special
Assessment 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 Stormwater Utility,
Special Assessments, the proceeds of Bonds or other Utility Debt and Impact Fees.
"Current Expenses" is defined in the Bond Resolution as the City's reasonable and necessary
current expenses of maintenance, repair and operation of the Stormwater Utility and shall include, without
limiting the generality of the foregoing, all ordinary and usual expenses of maintenance and repair, which
may include expenses not annually recurring, any reasonable payments to pension or retirement funds
properly chargeable to the Stormwater Utility, insurance premiums, engineering expenses relating to
maintenance, repair and operation, fees and expenses of the Bond Registrar, legal and accounting expenses,
any fees, fines, or penalties lawfully imposed on the Stormwater Utility, any taxes which may be lawfully
imposed on the Stormwater Utility 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 lnterest 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 Stormwater Utility 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 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, the Rate Stabilization Account, the Subordinated Indebtedness Account, the Impact
Fee Account or the Special Assessment Account.
Flow of Funds
The City maintains a special fund designated the "Stormwater Utility 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 Redemption Subaccount), Reserve Account,
Rate Stabilization Account, Subordinated Indebtedness Account, Impact Fee Account and Special
Assessment Account. The Bond Resolution also establishes the Construction Fund. All such funds and
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accounts will be held by the City, and no independent trustee has been appointed to hold the moneys in
such funds for the benefit ofthe Bondholders.
The City deposits all Revenues collected from the Stormwater Utility's operations into the
Enterprise Fund. Not later than the 20th day of each month, the City will withdraw from the Enterprise
Fund (except for an amount equal to the next two month's Current Expenses under the Annual Budget,
which amount shall be held for the payment of Current Expenses) and deposit the funds withdrawn in the
following order:
(a) To the Bond Service Subaccount of the Debt Service Account, an amount which,
together with amounts concurrently deposited therein from Impact Fees pursuant to the Bond
Resolution and from Special Assessments pursuant to the Bond Resolution, will equal one-sixth
(l/6) of interest payable on the Bonds of each Series on the next lnterest Payment Date, and one-
twelfth (lll2) or, if principal is payable semiannually, one-sixth (l/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 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,
together with amounts concurrently deposited therein from Impact Fees pursuant to the Bond
Resolution and from Special Assessments pursuant to the Bond Resolution, will equal one-twelfth
(l/12) or, if any Bonds are required to be retired semiannually in satisfaction of the Amortization
Requirements therefor, one-sixth (l/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;
(d) To the Rate Stabilization Account, amounts determined from time to time by the
Commission; and
(e) To the Subordinated Indebtedness Account, an amount, if any, equal to the sum
of one-twelfth (ll12) of the principal, redemption premium, if any, and interest coming due on any
Subordinated Indebtedness during the succeeding twelve month period and the amount, if any,
required to be deposited in any special reserve subaccount established within the Subordinated
Indebtedness Account.
Impact Fees are required to be deposited to the Impact Fee Account, and Special Assessments are
required to be deposited to the Special Assessment Account, and the amounts in such accounts are required
138
to be used for the specific purposes for which such Impact Fees or Special Assessments have been levied.
See Appendix D hereto for a further description of such Accounts.
Reserve Account
General
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 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.
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 outstanding Bonds in the current or any
subsequent Fiscal Year, or (ii) the maximum amount allowed to be funded from Bond proceeds under the
Code; provided 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.
Notwithstanding anything to the contrary contained in the Bond Resolution, (i) the Series 2009
Bonds are not secured by the Reserve Account or any separate subaccount therein, and (ii) the Reserve
Account Requirement is computed without regard to the Series 2009 Bonds.
No Deposit for Series 2015 Bonds
The Series 2015 Resolution provides that, notwithstanding anything to the contrary contained in
the Bond Resolution, the City may determine that no deposit to the Reserve Account shall be made in
connection with the issuance of the Series 2015 Bonds. The City has made such determination and,
therefore, no deposit has been made to the Reserve Account in connection with the issuance of the Series
2015 Bonds and no separate subaccount in the Reserve Account has been created for the benefit ofthe
Series 2015 Bonds. As a result, the Series 2015 Bonds shall not be secured by any separate
subaccount in the Reserve Account nor entitled to any benefit from amounts held in the Reserve
Account for the benefit of the Outstanding Bonds or any other Bonds issued and Outstanding under
the Bond Resolution. Amounts on deposit in the Reserve Account upon issuance of the Series 2015
Bonds shall be held solely for the benefit of the holders of the Outstanding Series 201 I Bonds and not for
the benefit of the holders of the Series 2009 Bonds or the Series 2015 Bonds.
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 Stormwater Utility and that from time
to time, and as often as it shall appear necessary, it will adjust such rates and charges by increasing or
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
l0
139
provide an amount in each Fiscal Year at least equal to one hundred ten percent (ll0%) of Principal and
Interest Requirements on all Bonds 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), Rate Stabilization Account and Subordinated Indebtedness
Account for such Fiscal Year.
If the City has covenanted to levy Special Assessments or Impact Fees against property to be
benefitted by any Improvements (which levy is done in accordance with State law), and if, in the case of
Special Assessments, the City has pledged such Special Assessments to the payment of Bonds or portions
thereof and if, in the case of Impact Fees, such Impact Fees are legally available for application with
respect to the payment of Bonds or portions thereof, then the Net Revenues in any Fiscal Year for purposes
of the rate covenant shall be increased by the amount which the Consulting Engineers estimate will be
received from the levy of said Special Assessments or Impact Fees, as the case may be, during such Fiscal
Year, said amount to be the installment payments on the Special Assessments or Impact Fees, as the case
may be, plus, in the case of Special Assessments, any interest payable on the unpaid portion of the Special
Assessments during such Fiscal Year.
If in any Fiscal Year the Net Revenues are less than the amount required under the preceding
paragraphs, within thirty (30) days of the receipt of the audit report for such Fiscal Year (which, under the
Bond Resolution, may be the provisions of the City's Consolidated Audited Financial Report relating to
the Stormwater Utility), the City is required to either cause the Chief Financial Officer, or employ a Rate
Consultant, to review and analyze the financial status and operations of the Stormwater Utility, and to
submit, within sixty (60) days thereafter, a written report to the City recommending revisions of the rates,
fees and charges of the Stormwater Utility and the methods of operation of the Stormwater Utility 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 and 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 Chief Financial Officer or Rate
Consultant, as applicable, 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 Chief Financial Officer or Rate Consultant,
as applicable, in respect to its rates, fees, charges and methods of operation, the failure of Net Revenues
to meet the rate covenant described above will 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 pay the Principal and Interest Requirements on all Outstanding Bonds and other Utility Debt for
such Fiscal Year.
Additional Bonds
Additional 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 of the Stormwater Utility with the Series 2015 Bonds, the Series 201 I
Bonds, the Series 2009 Bonds and any Additional Bonds, Refunding Bonds, Alternative Parity Debt and
Short-Term Indebtedness issued on a parity therewith and secured by the Bond Resolution and then
Outstanding, subject to the conditions described below, from time to time, for the purpose of paying all
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or any part of the Cost of any Improvements and the funding of the Reserve Account and/or the Rate
Stabilization 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) the percentage derived by dividing the Net Revenues projected for the
Stormwater Utility 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, 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 ten
percent (ll0%); 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 ten percent (l l0%) (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; and
(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 consecutive calendar
months prior to the date of such certificate and is continuing, or, if any such event or events has
occurred and is continuing, that the issuance of such Series of Additional Bonds will cure the same.
In determining whether to execute and deliver the certificate mentioned in paragraph (a) above, the
following adjustments to Net Revenues may be made:
(l) If the City, priorto the issuance of the proposed Additional Bonds, shall have increased
the rates, fees, rentals or other charges for the services of the Stormwater Utility, the Net Revenues for the
Measurement Period shall be adjusted to show the Net Revenues which would have been derived from the
Stormwater Utility in such Measurement Period as if such increased rates, fees, rentals or other charges for
the services of the Stormwater Utility 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 stormwater management utility system, then the Net Revenues derived from the Stormwater Utility
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 stormwater management
utility system as if such existing stormwater management utility system had been a part of the Stormwater
Utility during the Measurement Period. For the purposes of this paragraph, the Net Revenues derived from
said existing stormwater management utility system during the Measurement Period shall be adjusted by
deducting the cost of operation and maintenance of said existing stormwater management utility system
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from the gross revenues of said existing stormwater management utility system in the same manner
provided in the Bond Resolution for the determination of Net Revenues.
(3) If the City, in connection with the issuance of Additional Bonds, shall enter into a contract
(with a duration not less than the final maturity of such Additional Bonds) with any public or private entity
whereby the City agrees to furnish services in connection with any stormwater management utility system
then the Net Revenues of the Stormwater Utility during the Measurement Period shall be increased by the
least amount which said public or private entity shall guarantee to pay in any one (l) 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 Stormwater Utility and pledged for the Bonds in the same manner as
other Net Revenues of the Stormwater Utility.
(4) If the City has covenanted to levy Special Assessments or Impact Fees against property
to be benefited by any Improvements (which levy must be done in accordance with State law), and if, in
the case of Special Assessments, the City has pledged or pledges such Special Assessments to the payment
of Bonds or portions thereof and if, in the case of Impact Fees, such lmpact Fees are legally available for
application with respect to Bonds or portions thereof, then solely for purposes of clauses (a) and (b) above
the Net Revenues during the Measurement Period shall be increased by the amount which the Consulting
Engineers estimate will be received from the levy of said Special Assessments or Impact Fees, as the case
may be, during any Fiscal Year occurring within three years of the date of the sale of such Additional
Bonds, said amount to be the installment payments on the Special Assessments or Impact Fees, as the case
may be, plus, in the case of Special Assessments, any interest payable on the unpaid portion of the Special
Assessments during such Fiscal Year.
The Series 2015 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 with the Series 2015 Bonds, and any Additional Bonds,
Refunding Bonds, Alternative Parity Debt and Short-Term Indebtedness issued on a parity therewith, for
the purpose of refunding all or any portion of the Outstanding Bonds of any one or more Series, funding
the Reserve Account and/or the Rate Stabilization Account and paying any expenses in connection with
such refunding; provided that, before such Refunding Bonds are permitted to be issued, there shall be filed
with the City Clerk, among other things, 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 lnterest 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)(ii) and (b), the
projected Net Revenues shall be computed for the Fiscal Year immediately following the issuance of the
Refunding Bonds.
Limited Liability
The City is not obligated to pay the Series 2015 Bonds or the interest thereon except from the
Pledged Revenues and neither the faith and credit nor any physical properties of the City are pledged to
the payment of the Series 2015 Bonds. The issuance of the Series 2015 Bonds does not directly or
indirectly or contingently obligate the City to levy any form of taxation whatever therefor or to make any
appropriation for their payment except from the Pledged Revenues. Neither the full faith and credit nor
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the taxing power of the City, Miami-Dade County, Florida (the "County"), the State of Florida or any
political subdivision thereof is pledged to the payment of the Series 2015 Bonds.
Other Indebtedness
The City may also issue other types of indebtedness as provided in the Bond Resolution, including
certain Short-Term Indebtedness and Alternative Parity Debt on apaity with the Series 2015 Bonds. Such
Short-Term Indebtedness may be issued without meeting any parity test. For a description of such other
types ofindebtedness and the tests applicable to the issuance thereof, see Appendix D hereto (Sections 2l I
and 212 of the Bond Resolution). The City intends to issue Additional Bonds in accordance with its
Capital Improvement Program.
Modifications or Supplements to Resolution
Except as set forth in the third (3'd) 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 (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 ofa superior or parity lien upon or a pledge ofRevenues other than the lien and pledge created
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 without, in each case, the consent of the Holders of all the Bonds Outstanding.
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, the consent of
the Holders of any Series of Additional Bonds or Refunding Bonds 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 offrcial statement or
other offering document pursuant to which such Series of Additional Bonds or Refunding Bonds is 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 Credit Facility Issuer 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, amend, change, modifu or alter the Bond Resolution for any of the specifically
authorized reasons set forth in Sections l00l(a) through O of the Bond Resolution. See "APPENDIX D
- The Resolution."
[BALANCE OF PAGE INTENTIONALLY LEFT BLANKI
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THE STORMWATER UTILITY
The following is intended to provide only a summary description of the Stormwater Utility. For
a more detailed description of the Stormwater Utility, see APPENDIX B - Report of the Consulting
Engineers.
General
The City is a highly urbanized coastal community located in southeast Florida and is a major
economic resource to the region. Bounded by the Atlantic Ocean and the environmentally sensitive
Biscayne Bay Aquatic Preserve, which is also an Outstanding Florida Water (OFW), the Stormwater Utility
covers an area of approximately 4,200 acres. The area has relatively low-lying topography that is
intersected by intracoastal waterways. The area has a subtropical climate with high intensity rainfall,
significant tidal influence, limited soil storage for infiltration, high amounts of impervious area, and limited
available surface storage. Such factors have historically and have the potential in the future to cause tidal
flooding.
The City installed the current stormwater collection and disposal system beginning in the early
1940s. The infrastructure consisted of a network of catch basins, conveyance piping, and positive outfalls
that discharge stormwater into the surrounding waterways. The installation of the Stormwater Utility
paralleled development of the City and was focused initially in the South Beach and Mid-Beach areas. ln
addition to the City's drainage network, the Florida Department of Transportation has installed several
independent drainage systems within the City.
On June 18, 1991, through the adoption of Ordinance 9l-66, the Board of County Commissioners
of Miami-Dade County, Florida established a county-wide stormwater utility. On September 2, 1992, the
City Commission adopted Resolution No. 92-20579, which authorized the execution of an Interlocal
Agreement with the County. The Interlocal Agreement formalized the relationship between the County
and the City and established responsibilities for the planning, control, operation, construction, maintenance,
repair, and enhancement of stormwater systems within the City limits. In March 1996, the City
Commission adopted Resolution 96-21923, which notified the County that the City desired to be excluded
from the County stormwater utility and, through enactment of Ordinance No. 96-3051, on September I 1,
1996, the City established the Stormwater Utility.
Currently, the City owns the Stormwater Utility, which exist within the geographical boundaries
of the City and also includes a number of discrete islands located in Biscyane Bay. The infrastructure of
the Stormwater Utility includes approximately 4,200 stormwater inlets, 6,100 conduits (gravity pipes and
force mains),2,200 manholes, 14 pumping stations and 340 stormwater outfalls. The Stormwater Utility
is responsible for protecting the waterways in and around the City from pollution and removing stormwater
from the City's roadways. The Stormwater Utility manages and controls the amount of rainfall runoffthat
is discharged into the stormwater system. It is also responsible for maintaining the stormwater conveyance
system, relieving flooding conditions, and complying with National Pollutant Discharge System ("NPDES")
permit requirements.
The City exercises exclusive jurisdiction, control and supervision over the Stormwater Utility. The
City Commission has the legal authority to fix, charge and collect from its customers, rates, fees, and
charges, and to acquire, construct, finance and operate the Stormwater Utility, without supervision or
regulation by any other commission, board, bureau, agency or other political subdivision of the County or
the State; provided, however, that environmental impacts are regulated by various governmental entities.
See "THE STORMWATER UTILITY - Govemmental Regulation") herein.
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Public Works Department
The Public Works Department is responsible for the operation and maintenance of the facilities of
the Stormwater Utility. Eric T. Catpenter, P.E. is the Director of the Public Works Department. Mr.
Carpenter reports to John M. Taxis, the Assistant City Manager responsible for the City's parks and
recreation, information technology, capital improvement projects and public works. The Public Works
Director is assisted by _ Assistant Public Works Directors.
The Infrastructure Director is responsible for the daily operations of the stormwater system. The
Infrastructure Director oversees Operation and Maintenance (O&M) and minor construction of the
following:
. Sewer collection system. Water distribution system. Stormwater collection and disposal system. Pump stations. Water metering
The lnfrastructure Director also oversees warehouse operations.
Other Public Works Department Divisions include the following:
. Planning and Engineering of the following:
- Sewer collection system
- Water distribution system
- Stormwater collection and disposal system
- Pump stations
- Water metering. Right-of-Way permitting and enforcement. Transportation management. Environmental resources management. Property Management Division. Sanitation Division. Geographic Information Systems (GIS)
The Public Works Department is supported by other departments within the City and the City
Manager's office provides managerial and administrative guidance. The Finance Department performs the
utility billing functions. The Procurement Department performs several functions, including handling
requests for payment of invoices received by the Public Works Department, advertising and awarding all
construction contracts, handling all requests for proposals for engineering consultant contracts, and
facilitating purchases of equipment. The Office of Budget and Performance Improvement approves all
spending requests and allocates funding for all water, wastewater and stormwater operations. The Parks
Department handles green space restoration. Fleet Maintenance and Property Management performs
vehicle fleet maintenance and building maintenance, respectively. The Human Resources Department
handles all personnel functions. The Capital Improvement Project Office provides planning, design review,
fiscal and construction management services of City capital projects.
The following table identifies those management officials of the City who are responsible for the
operation of the Stormwater Utility:
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Name
Jimmy L. Morales
Patricia D. Walker
Title
City Manager
Chief Financial
Officer
John M. Taxis Assistant City
Manager
Eric T. Carpenter, P.E. Public Works
Director
Experience
TO BE PROVIDED
Appointed Chief Financial Officer for the City of Miami
Beach, Florida in March 19971, Dkector of Airports,
Broward County, Florida, 1994-1997; Director of
Broward County Aviation Department, 199l-1997, and
Dade County Aviation Department, 1978-1990, Price
Waterhouse & Co., 1973-1978. Education: Florida State
University, B.S. Accounting; Florida Intemational
University, M.S.M. Accounting. Certification: Certified
Public Accountant, Floida 1974.
TO BE PROVIDED
TO BE PROVIDED
Existing Stormwater Utility
The Stormwater Utility is responsible for protecting the waterways in and around the City from
pollution, for flood protection within the City and for the removal of stormwater from the City's roadways.
The Stormwater Utility meets its flood protection objectives through three methods: (i) frlling land and
constructing new buildings and improvements at elevations above the anticipated flood elevation; (ii)
lowering the water table through the construction of canals; and (iii) the constructing of storm sewers and
other stormwater collection and conveyance systems to remove stormwater from land surfaces and
discharge it into the surrounding waterways or into the groundwater.
The filling or elevating of land prior to the improvement of property is accomplished by
maintaining building codes that require all new construction to be completed with a finished floor elevation
above the 100-year flood stage elevation.
A canal network is also utilized as part of the City's stormwater management program. The canals
are constructed along natural drainage features and connect salt water bodies at the same elevation.
Continuous concrete bulkheads (sea-walls) were used in the construction process to reduce erosion of soil
of the adjacent filled lands. Water movement through these canals is accomplished by tidal flushing action
only. The Collins Canal connects the southern end of Indian Creek Waterway with Biscayne Bay at Belle
Island. Stormwater runoff enters this canal from Dade Boulevard to the north and from various street-ends
to the south. The canals are designed in conjunction with the storm sewer system and reportedly were
sized to handle a 25-year storm having a 24-hour duration.
The third method of stormwater management is through the use of storm sewers and other
stormwater collection and conveyance devices. Storm sewers serve to collect and dispose of excess water
after a rainfall event through containment and/or rapid disposal by positive gravity-driven outlets. Storm
sewers are comprised of a complex system of collection devices (typically catch basins), pipes, and outfalls
that collect, convey and discharge stormwater runoff directly into surface water bodies.
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Capital Improvement Program
The 1997 Stormwater Master Plan identified 34 drainage basins as high priority basins.
Improvements are grouped together and reclassified by the neighborhood or general community. The
purpose of these improvements is to provide a higher level of service defined by flood protection and
control of pollutant loading in the stormwater system. The improvements will consist of one or a
combination of the following:
Repair, replace, or install curbs and gutters,
Pavement re-grading,
Repair, replace, or install collection systems (catch basins, manholes, storage facilities,
pumping stations, and pipes),
Repair or upgrade existing outfalls (inclusive of tidal backflow prevention devices), and
Install exfiltration trenches, gravity or pressurized recharge wells.
The Capital Improvement projects listed below are a combination of active projects pre-defined
by the 1997 Stormwater Master Plan (the "1997 SWMP"), project-specific Basis of Design Reports, and
projects identified as part of the 201 1 Stormwater Master Plan (the "201 I SWMP"). In most instances,
the stormwater improvements were coordinated with the components of the City's Neighborhood Right-of-
Way projects, which included improvements to other neighborhood utilities such as water, sewer,
streetscape and street lighting. The listed projects are identified for funding from proceeds of the Series
2015 Bonds. The listed projects will provide comprehensive solutions for improving the City's stormwater
management system performance for the next fifty (50) years. Appropriate consideration has been given
to water quality of the Biscayne Bay, and operation and maintenance of an expanded system. The
presented capital improvements allow the systems of the Stormwater Utility to meet the increasing
performance, permitting and regulatory demands while modernizing the existing Stormwater Utility system
to meet the flood control level of service mandated for the City.
Citywide Stormwater Master Plan
Project Description - The 20ll SWMP is intended to be a guide for improving the City's
stormwater management system performance for the next fifty (50) years. The 2011 SWMP will provide
a preliminary schedule of prioritized capital improvements necessary to allow the City's stormwater
systems to meet the increasing performance and regulatory demands and modernize existing systems while
maintaining the high level of service expected in a modern urban environment.
Cost Allocated to Series 2015 Bonds: $
Normandv Isle Neiehborhood Improvements (Extension of Series 2000 Bonds Normandv Shores Proiect)
Project Description - The 20ll SWMP identified capital improvements for the Normandy Isle
Neighborhood. Stormwater upgrades provide an improvement in the level of service for flood protection
and in the control of pollutants in the Stormwater Utility. Additional funding is required from the Series
2015 Bonds to supplement the flood protection required in the area. Additional capital improvements are
needed from a future funding source to meet the level of service desired for the Stormwater Utility.
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Cost Allocated to Series 2015 Bonds: $
Seawall - Lincoln Road Streetend West
Project Description - In 2003, the City performed a Preliminary Inspection Report on Seawall and
Outfall Conditions (Coastal Planning & Engineering, 2003). The Lincoln Road Streetend West was listed
as one of the top ranked damaged seawalls. The 2003 report recornrnends repairs, including sealing of
cracks and construction of a concrete seawall cap to stop further tilting of the seawall.
Cost Allocated to Series 2015 Bonds: $
Oceanfront Neighborhood Improvements
Project Description - The project is based on neighborhood improvements related to redevelopment
activities. The project includes upgrades to curb, gutter and various drainage structures.
Cost Allocated to Series 2015 Bonds: $
Riqht-of-Wav Improvements on Prairie Avenue
Project Description - The City's capital improvement projects which involve stormwater initiatives
include the construction of swales and other water quality components.
Cost Allocated to Series 2015 Bonds: S
Star Island Right-of-Way
Project Description - ln 2002, the City developed a Neighborhood No. 13 Basis of Design Report
(EDAW, 2002) which included righrof-way improvements for Star Island. The Basis of Design Report
defines the stormwater-related components of this right-of- way project as swale regrading, 7,600 linear
feet of concrete curbing and approximately 72,000 square feet of roadway resurfacing, to address localized
flooding.
Cost Allocated to Series 2015 Bonds: $
Biscavne Point Neighborhood Improvements
Project Description - The 1997 SWMP identified capital improvements for Biscayne Point. The
design is based on the 1997 SWMP recommendations calling for approximately 1,200 linear feet of pipe
and l9 recharge wells.
Cost Allocated to Series 2015 Bonds: $
Venetian Islands - San Marino Di Lido & Rivo Alto Islands BP-13C (extension of Series 2000 Bonds
Venetian Islands Proiect)
Project Description - The righrof-way improvement project for the Venetian Islands includes
drainage improvements through swale reconfiguration, roadway re-grading toward existing storm water
inlets, and spot reconstruction of existing structures previously coordinated with the project manager for
the Miami-Dade County Venetian Causeway Project. The County's project was to be designed to intercept
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most of the stormwater runoff that presently flows into the side streets and causes flooding conditions in
the immediate areas. The City's retained Engineer of Record for this neighborhood improvement project
is responsible for verifying that the redesign plans of the City will work in conjunction with the County's
plans.
Cost Allocated to Series 2015 Bonds: $
Drainage Hot Spots
Project Description - The 201I SWMP presented a map of stormwater flood prone areas, including
information on areas where numerous service work orders have been issued and additional work is
required.
Cost Allocated to Series 2015 Bonds: $
4400 Middle North Bav Road
Project Description - This project includes the construction,
stormwater lines, inclusive of stormwater system improvements, near
Cost Allocated to Series 2015 Bonds: $
replacement and repair of existing
the 4400 block of North Bav Road.
48" Outfall at Easement 4180-4200 Chase
Project Description - The City's capital improvement plan includes the construction of
approximately eight recharge wells in combination with the expansion of the existing 36-inch diameter
outfall to 48-inches to meet level of service objectives.
Cost Allocated to Series 2015 Bonds: $
Flamingo BPI0A/ Flamingo BP10C/Bav Road Pump Station OutfalVWest Avenue (Combined Regional
South Beach Solution) (Extension of Series 2000 Bonds West Ave. West 5th Street to l5th Street and
Flamingo Park West Proiects)
Project Description - The 201 1 SWMP identified capital improvements for these project areas as
one combined regional solution. Additional recommendations are included in the 201I SWMP, which
include expanded flood protection for these project areas.
Cost Allocated to Series 2015 Bonds: S
The total cost of the Stormwater Utility projects included within the City's Capital Improvement
Program is $. Of that amount, approximately $are expected to be
funded from proceeds ofthe Series 2015 Bonds.
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City of Miami Beach, Florida
Stormwater Utility Capital Improvement Program Funding from
Series 2015 Bonds
Improvement Amount
Citywide Stormwater Master Plan
Normandy Isle Neighborhood Improvements
Seawall-Lincoln Road Streetend West
Oceanfront Neighborhood Improvements
Right-of-Way Improvements on Prairie Avenue
Star Island Righrof-Way
Biscayne Point Neighborhood Improvements
Venetian Islands
Drainage Hot Spots
4400 Middle North Bay Road
48" Outfall at Easement 41804200 Chase
Flamingo BPl0A/ Flamingo BPI0C/Bay Road Pump Station
Total Improvements from Series 2015 Bonds
Source: City of Miami Beach, Florida.
Government Regulations
The Stormwater Utility is subject to federal, state and local regulations.
Federal
U.S. Environmental Protection Agency ("EPA"). The EPA was mandated by the U.S. Congress
through Section 405 of the Water Quality Act of 1987 to promulgate an NPDES permitting program for
municipal stormwater discharges. As it has done with many states, the EPA has delegated the NPDES
permitting authority to FDEP.
Federal Emergency Management Agency ("FEMA '). FEMA's mission is to support citizens and
first responders to ensure that the United States, as a nation, works together to build, sustain, and improve
its capability to prepare for, protect against, respond to, recover from, and mitigate all hazards. The Robert
T. Stafford Disaster Relief and Emergency Assistance Act, PL 100- 707, signed into law November 23,
1988; amended the Disaster Relief Act of 1974, PL 93-288. This act constitutes the statutory authority for
most lederal disaster response activities.
FEMA regulates riverine (stormwater) and coastal (tidal) floodplains and floodways under the
National Flood Insurance Program (NFIP). Camp Dresser & McKee Inc. used tools developed by FEMA
to identify and quantify flood risks, including FISs, FIRMs, and the HAZUS tool coupled with the models
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of the City's primary stormwater management system to estimate structural and economic damage costs
from the 2- through 100-year design storm events.
The coordination with FEMA allows for the support of flood map revisions and communication
of economic impacts in a manner recognized by the Federal government for cost-benefit comparisons.
United States Army Corps of Engineers ("USACE"). The USACE is the primary federal agency
that develops guidance parameters for civil infrastructure design consideration for projects impacting
environmentally sensitive water and Outstanding Florida Water (OFW), like Biscayne Bay.
A nationwide permit from the USACE is required when up to one-half acre of waters of the United
States (e.g. Biscayne Bay or its tributary canals) are impacted, provided that original grades are restored
to the site after completion of construction.
Under the USACE's nationwide permit program a pre-construction notification submittal is
required. The Regional Conditions and General Condition for the nationwide permit require that the pre-
construction notifi cation include the following information:
r I map of the entire corridor including a delineation of all wetlands and waters of the
United States within the corridor.
' An altemative analysis which addresses the selection of an alignment which avoids and
minimizes wetland impacts to the maximum extent practicable.
' For all submerged utility lines across navigable waters of the United States, a location map
and cross-sectional view showing the utility line crossing from bank to bank is required.
In addition, the location and depth of the Federal Project Channel shall be shown in
relation to the proposed utility line. In general, all utility lines shall be buried at least 6 feet
below the authorized bottom depth ofthe Federal project channel and at least 3 feet below
the bottom depth in all subaqueous areas.
o I delineation of affected special aquatic sites, including wetlands, vegetated shallows (e.g.,
submerged aquatic vegetation, seagrass beds). This work must be conducted between
April I through September 30 due to the growth season of aquatic vegetation.
In general, permitting coordination with USACE is required when modifications to stormwater
outfalls or seawalls result in impacts to OFW, as previously discussed. More localized impacts are
permitted at the State and local level.
Florida Departrnent of Environmental Protection ("FDEP"). FDEP regulates environmental
programs in the State of Florida and has been delegated for NPDES MS4 permit authority; therefore, it is
responsible for implementing the stormwater element of the federal NPDES as part of the Public Works
Department's Wastewater Facility and Activities Permitting program. The stormwater element of the
NPDES program is mandated by the Clean Water Act (CWA) Section a02@\ Authorized by Section
403.0885, Florida Statutes (F.S.), the Public Works Department's federally approved NPDES stormwater
program is set out in various provisions within Chapters 62-4, 62-620, 62-621 and 62-624 of the Florida
Administrative Code (F.A.C.). Chapter 62-624, F.A.C. specifically addresses MS4s permit requirements.
State
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The City is one of the 33 entities authorized for stormwater discharge under the comprehensive
Miami-Dade County NPDES MS4 permit (Permit Number FLS000003-003). The City is authorized to
discharge to waters of the state per the approved Stormwater Management Programs ("SWMPs"), effluent
limitations, monitoring requirements, and other provisions as set forth in this permit. The City has actively
been fulfilling the requirements of the permit related to their existing outfalls. These efforts are
documented in annual reports submitted by the City to the FDEP.
FDEP also regulates underground injection control permits for wells (gravity recharge wells and
pumped injection wells).
The current NPDES permit expires June 20, 2016.
Sofih Florida lil'ater Management District ("SFWMD"). The SFWMD has responsibilities for
stormwater management under F.A.C. Chapters 40E-4, 408-40 and 40E400 through issuance of an
Environmental Resource Permit (ERP). SFWMD also regulates the surface water under F.A.C. Chapters
408-40 and 40E-41.In addition, its responsibilities include regulation of dredge and fill activities. Since
SFWMD has jurisdiction, their criteria and standards will be used as guidelines for conceptual planning
of both water quality and quantity improvements. These guidelines are provided in the South Florida
Water Management District ERP Information Manual Volume IV (2010).
Local
For any stormwater project the City undertakes, there may be as many as four (4) permits required.
The permitting process begins with Miami-Dade County Department of Environmental Resources
Management ("DERM"). Any modifications to the existing system (with some exception) require an
Environmental Resource Permit to be issued from DERM. Additionally, if the stormwater improvements
are connected to a positive outfall (a pipe that discharges water into a navigable surface water body) DERM
must also issue a Class II Permit. The Class II Permit is issued from the same permit application package
and requires a higher level of review on water quality issues and a permit fee based on a percentage of
construction cost. If the proposed improvements contain drainage wells as a method for stormwater
disposal or treatment, the plans and calculations must also be submitted to the FDEP in West Palm Beach.
The plans are reviewed by the Underground Injection Control Division to evaluate the project's impact on
groundwater quality. Finally, if the plans are approved, the drilling contractor must apply for a Well
Construction Permit from the South Florida Water Management District.
All required stormwater permits have been secured for projects representing approximately 42%
of Series 2015 Project value. Projects with stormwater permits in process of being secured represent
approximately 35% of Series 2015 Project value, fora combined totalof 77o/o of Series 2015 Project value
having secured, or in the process of securing, stormwater permits. The balance of the projects are primarily
in the design phase and, upon completion of design, applications for stormwater permits will be submitted
and the permits are expected to be received in the ordinary course of business.
Rates, Fees and Charges
Effective October 7,2014, the City Commission approved an increase in the service charge for the
Stormwater Utility from $9.06 per month per Equivalent Residential Unit ("ERU") to $16.67 per ERU.
The ERU is the estimated average horizontal impervious area of residential developed property per
dwelling unit. This estimated average is calculated by dividing the total estimated impervious area of four
(4) residential categories (single family, mobile home, multi-family and condominium) by the estimated
total number of dwelling units. For the City, one ERU is equal to 791 square feet. For the purpose of the
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Stormwater Utility, the minimum number of ERUs per dwelling unit is one. The service charge for the
Stormwater Utility is structured as a flat rate for all residential customers.
The City had maintained a steady Equivalent Residential Unit (ERU) rate from 2003 to 2008 of
$5.80 per month. In recent years the City has faced significant increases in expenditures for construction
of projects, as well as operation and maintenance of the current infrastructure. As a result, in 2008, the
Consulting Engineers provided recommendations to support proper funding and debt service to expand,
operate and maintain the Stormwater Utility through a series of utility rate adjustments, which resulted in
an ERU rate increase to $9.06 per month, effective October l, 2009.
On June 9, 2010, the City authorized development of a Citywide Comprehensive Stormwater
Management Master Plan (the "SWMMP") to evaluate and update its Stormwater management practices,
infrastructure, funding and regulatory policies. The SWMMP was intended to be a guide for improving
the City's Stormwater management system performance for the next twenty (20) years, with considerations
to potential sea level rise over this time period. The SWMMP was adopted by the City Commission on
November 14,2012.
To accommodate significant improvements recommended to the Stormwater Utility, including
implementation of the Series 2015 Project, an ERU rate increase to $16.67 per month was implemented
on October l, 2014. Such increase represented an eighty-four percent (84%) increase in the service charge
for the Stormwater Utility. The 2014 rate increase was in response to the findings in the SWMMP and the
recommendations of the Mayor's Blue Ribbon Panel on Flooding and Sea Rise and of the City's Flooding
Mitigation Committee to upgrade the existing storm drainage system in the City and implement
enhancements to the Stormwater Utility within the next three (3) to five (5) years, with a potential
estimated cost of $300 million. To provide for all of such improvements, future rate increases of
approximately thirty-eight percent (38%) in Fiscal Year 2017 and nineteen percent (19%) in Fiscal Year
2019 are currently forecasted to be required. No action has been taken by the City Commission, however,
and no current determination has been made conceming such future rate increases.
The City has a policy of operating the Rate Stabilization Account to transfer into operations
annually sufficient amounts to generate debt service coverage of at least one hundred twenty percent
(120%), and to subsequently transfer out from operations to such account any excess amounts not required
to meet annual cash needs.
COMPARATTVE RATE STUDY
TO BE PROVIDED
Billing and Collection
A Stormwater Utility fee is assessed against each property in the City based on existing City utility
accounts, application for service, and County Tax Assessor property information or other ownership
records. Each account is assigned a number of ERUs that are used to determine the Stormwater Utility fee.
The ERU is the estimated average horizontal impervious area of residential developed property per
dwelling unit.
To receive water, sewer, and stormwater services from the City, property owners fill out an
Application for Water Service at the City's Finance Department and pay a deposit according to an
established schedule. The Finance Department is responsible for preparing and issuing one itemized bill
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for water, sewer, stormwater, and garbage disposal (except for commercial accounts) services provided by
the City. All of such services are billed on a monthly basis.
Stormwater Utility fees for properties within the City that meet one of the following criteria may
be reduced by 50 percent (50%):
l. The property is subject to a valid NPDES permit.
2. The property is served by a private disposal system meeting State, County, and City
criteria.
3 . A portion of the properly is served by a private disposal system meeting State, County, and
City criteria. The fee reduction only applies to that portion of the properry.
The fees collected by the City with respect to the Stormwater Utility, including investment
eamings, are deposited in the Enterprise Fund and used for planning, constructing, financing and operating
and maintaining the Stormwater Utility and the infrastructure of the stormwater management system. The
Enterprise Fund tracks the operations, capital expenditures, and revenues of the Stormwater Utility.
The City has streamlined and improved the system that was in place to capture ERU changes in
the review and approval of construction plans. The resulting method enhances communication and
coordination of the several departments included in the process such as Public Works Department, the
Office of Budget and Performance Improvement and the Finance Department.
The City bills monthly for water, wastewater, stormwater, and sanitation services on the same bill.
There are four (4) cycle of bills each month. The prioritization of applying payments is first to stormwater,
second to sanitation, third to wastewater, and last to water.
Bills are due within fifteen (15) days from the date of the bill. A ten percent (10%) penalty is
added to all current charges on the bills if not paid within the fifteen (15) days.
Customers for whom a check has been returned by the bank are notified to replace their check with
either cash, cashier's check or money order within five (5) days. The customer's account will be charged
a minimum of $20.00 or five percent (5%) of the amount of the check, whichever is greater.
The charges for utilities services constitute a lien against the premises and become effective and
binding as such lien from the date upon which the account becomes due, unpaid and in arrears. Liens
accrued as set out in the City Code are of the same dignity as liens acquired by virtue of the City Charter
whereby an interest rate of ten percent (I0%) accmes to such delinquent accounts. Based on recent
historical performance, utility collections are approximately ninety-eight percent (98%) of billings.
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]
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DEBT SERVICE SCHEDULE
Set forth below are the debt service requirements of the Series 2015 Bonds, all other Bonds
Outstanding upon issuance of the Series 2015 Bonds and the total combined debt service on all Bonds
Outstanding immediately following issuance of the Series 2015 Bonds.
Fiscal Year SeriesEnding 2015 Bonds
September 30 Principal
2015 $
2016
2017
201 8
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
204s
Series
2015 Bonds
Interest
Series
2015 Bonds
Total
Outstanding
Bonds
Total Series
2015 Bonds
and Outstanding
Bonds
S
Total
$ -0- s
$_
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]
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HISTORICAL AND FORECASTED SCHEDULE OF NET REVENUE,
DEBT SERVICE AND DEBT COVERAGE
The following table sets forth the historical and forecasted revenues, expenditures and debt service
coverage of the Stormwater Utility. This table does not show adjustments necessary to meet the additional
bonds test for Additional Bonds expected to be issued in Fiscal Years _. The following tables must
be read in conjunction with the report prepared by the Consulting Engineers. See APPENDIX B - Report
of the Consulting Engineers.
TO BE PROVIDED
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The following table shows the debt service coverage of the Stormwater Utility based on the actual
results from the Fiscal Year ended September 30, 2014, based on the Maximum Principal and Interest
Requirements for all Bonds outstanding upon issuance of the Series 2015 Bonds, calculated in accordance
with the requirements for Additional Bonds under the Bond Resolution. The following table must be read
in conjunction with the report prepared by the Consulting Engineers, attached hereto as Appendix B.
TO BE REVISED
Fiscal Year ended
September 30, 2014
$11,365,630
99
137,420
1 1,503,149
2,998,976
8,504,173
6.982.346
1,521,927
1.22x
382,826
589.158
$_149,843.
Unrelated to Construction Fund.
Excludes amortization, depreciation and administration fees.
Maximum Principal and Interest Requirements for the Series 2009 Bonds, the Series 201I
Bonds and the Series 2015 Bonds will occur in Fiscal Year 20 This differs from
Schedules _ and _ of the Report of Consulting Engineers, which includes debt
service on Additional Bonds expected to be issued in Fiscal Year 20- , using the
assumptions described in such Report. See APPENDIX B - Report of the Consulting
Engineers.
The debt service coverage requirement in the Bond Resolution is one hundred ten percent
(ll0%) of the Principal and Interest Requirements for the Fiscal Year, not the Maximum
Principal and Interest Requirements.
Revenues
Operating
Non-Operating
Investment Eamings(r)
Total Revenues
Total Operating Expenses(2)
Net Revenues
Maximum Principal and Interest
Requirements(3)
Funds Available for Subordinated Debt,
Administration Fees and Transfers
Net Revenues Coverage of Maximum
Principal and Interest Requirements(a)
Annual Subordinated Debt Service
Administration Fees
Transfers Out
Funds Available After Subordinated Debt
Administration Fees and Transfers Out
(l)
(2)
(3)
(4)
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FINDINGS AND CONCLUSIONS OF CONSULTING ENGINEERS
TO BE PROVIDED
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 Attomey, threatened against the City that seeks
to restrain or enjoin the issuance or delivery of the Series 2015 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 Stormwater
Utility to generate sufficient Net Revenues to pay debt service on the Series 2015 Bonds.
LEGAL MATTERS
Certain legal matters incident to the issuance of the Series 2015 Bonds and with regard to the tax-
exempt status of the interest on the Series 2015 Bonds (see "TAX MATTERS" herein) are subject to the
legal opinion of Squire Patton Boggs (US) LLP, Bond Counsel to the City. The signed legal opinion of
Bond Counsel, substantially in the form attached hereto as APPENDIX E, dated and premised on law in
effect as of the date of issuance of the Series 2015 Bonds, will be delivered on the date of issuance of the
Series 2015 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 conceming any of the matters referenced in the
opinion subsequent to its date ofissuance.
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 faimess of any statements in this Official Statement,
or in any other reports, financial information, offering or disclosure documents or other information
pertaining to the City or the Series 2015 Bonds that may be prepared or made available by the City, the
Underwriters or others to the Holders of the Series 2015 Bonds or other parties.
Certain legal matters incident to the issuance of the Series 2015 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 2015 Bonds, will be delivered
to the City by Disclosure Counsel at the time of original delivery of the Series 2015 Bonds.
The proposed text of the form of the legal opinion of Disclosure Counsel is set forth as
APPENDIX F 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 ofissuance.
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Certain legal matters will be passed on for the City by Raul J. Aguila, Esquire, Miami Beach,
Florida, City Attomey, and for the Underwriters by their counsel, Bryant Miller Olive P.A., Miami, Florida.
The legal opinions and other letters of counsel to be delivered concurrently with the delivery of
the Series 2015 Bonds express the professional judgment of the attomeys rendering the opinions or advice
regarding the legal issues and other matters expressly addressed therein. By rendering a legal opinion or
advice, the giver ofsuch opinion or advice does not become an insurer or guarantor ofthe 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 2015 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 2015 Bonds may not be readily available or may be limited.
The various legal opinions to be delivered concurrently with the delivery of the Series 2015 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).
TAX MATTERS
General
In the opinion of Squire Patton Boggs (US) LLP, Bond Counsel, under existing law: (i) interest
on the Series 2015 Bonds is excluded from gross income for federal income tax purposes under Section
103 of the Intemal Revenue Code of 1986, as amended (the "Code"), and is not an item of tax preference
for purposes of the federal alternative minimum tax imposed on individuals and corporations; and (ii) the
Series 2015 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, Floida Statutes, as amended. Bond Counsel expresses no opinion as to
any other tax consequences regarding the Series 2015 Bonds.
The opinion on tax matters will be based on and will assume the accuracy of certain representations
and certifications, and continuing compliance with certain covenants, of the City contained in the transcript
ofproceedings and that are intended to evidence and assure the foregoing, including that the Series 2015
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 2015 Bonds from gross income for federal income tax purposes but is not a g\aranty
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.
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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
2015 Bonds being included in gross income for federal income tax purposes retroactively to the date of
issuance of the Series 2015 Bonds. The City has covenanted to take the actions required of it for the
interest on the Series 2015 Bonds to be and to remain excluded from gross income for federal income tax
pu{poses, and not to take any actions that would adversely affect that exclusion. After the date of issuance
of the Series 2015 Bonds, Bond Counsel will not undertake to determine (or to so inform anyperson)
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 2015 Bonds or the market value of the Series 2015 Bonds.
A portion of the interest on the Series 2015 Bonds earned by certain corporations maybe subject
to a federal corporate altemative minimum tax. In addition, interest on the Series 2015 Bonds may be
subject to a federal branch profits tax imposed on certain foreign corporations doing business in the United
States and to a federal tax imposed on excess net passive income of certain S corporations. Under the
Code, the exclusion of interest from gross income for federal income tax purposes may have certain adverse
federal income tax consequences on items of income, deduction or credit for certain taxpayers, including
financial institutions, certain insurance companies, recipients of Social Security and Railroad Retirement
benefits, those that are deemed to incur or continue indebtedness to acquire or cary 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 2015 Bonds. Bond Counsel will express no opinion regarding those consequences.
Payments of interest on tax-exempt obligations, including the Series 2015 Bonds, are generally
subject to IRS Form 1099-INT information reporting requirements. If a Series 2015 Bond owner is subject
to backup withholding under those requirements, then pa5rments 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 2015 Bonds ends with the issuance of the
Series 2015 Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the City or
the owners of the Series 2015 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 2015 Bonds, under current IRS procedures, the IRS will treat the City as the taxpayer and the
beneficial owners of the Series 2015 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
2015 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 2015 Bonds.
Prospective purchasers of the Series 2015 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 2015 Bonds at other than their original issuance, should consult their own tax advisers
regarding other tax considerations such as the consequences of market discount, as to all of which Bond
Counsel expresses no opinion.
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
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which could modify the tax treatment of obligations such as the Series 2015 Bonds. There can be no
assurance that legislation enacted or proposed, or actions by a court, after the date of issuance of the Series
2015 Bonds will not have an adverse effect on the tax status of interest on the Series 2015 Bonds or the
market value or marketability of the Series 2015 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 2015 Bonds from gross income for federal or state income tax purposes for all or
certain taxpayers.
For example, recent presidential and legislative proposals would eliminate, reduce or otherwise alter
the tax benefits currently provided to certain owners of state and local government bonds, including
proposals that would result in additional federal income tax on taxpayers that own tax-exempt obligations
if their incomes exceed certain thresholds. Investors in the Series 2015 Bonds should be aware that any
such future legislative actions (including federal income tax reform) may retroactively change the treatment
of all or a portion of the interest on the Series 201 5 Bonds for federal income tax purposes for all or certain
taxpayers. In such event, the market value of the Series 2015 Bonds may be adversely affected and the
ability of holders to sell their Series 201 5 Bonds in the secondary market may be reduced. The Series 20 1 5
Bonds are not subject to special mandatory redemption, and the interest rates on the Series 2015 Bonds are
not subject to adjustment in the event ofany such change.
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 2015 Bonds ("Discount Bonds") as indicated on the inside cover page of this
Official Statement were offered and sold to the public at an original issue discount ("OD"). 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
2015 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. The amount of OID that
accmes each year to a corporate owner of a Discount Bond is taken into account in computing the
corporation's liability for federal altemative minimum tax. A purchaser of a Discount Bond in the initial
public offering at the price for that Discount Bond stated on the inside cover page of this Official Statement
who holds that Discount Bond to maturity will realize no gain or loss upon the retirement of that Discount
Bond.
Certain of the Series 2015 Bonds ("Premium Bonds") as indicated on the inside cover page of this
Official Statement were offered and sold to the public at a price in excess of their stated redemption price
at maturity (the principal amount). That excess constitutes bond premium. For federal income tax
purposes, bond premium is amortized over the period to maturity of a Premium Bond, based on the yield
to maturity of that Premium Bond (or, in the case of a Premium Bond callable prior to its stated maturity,
the amortization period and yield may be required to be determined on the basis of an earlier call date that
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results in the lowest yield on that Premium Bond), compounded semiannually. No porlion of that bond
premium is deductible by the owner of a Premium Bond. For purposes of determining the owner's gain
or loss on the sale, redemption (including redemption at maturity) or other disposition of a Premium Bond,
the owner's tax basis in the Premium Bond is reduced by the amount of bond premium that is amortized
during the period of ownership. As a result, an owner may realize taxable gain for federal income tax
purposes from the sale or other disposition of a Premium Bond for an amount equal to or less than the
amount paid by the owner for that Premium Bond. A purchaser of a Premium Bond in the initial public
offering at the price for that Premium Bond stated on the inside cover page of this Official Statement who
holds that Premium Bond to maturity (or, in the case of a callable Premium Bond, to its earlier call date
that results in the lowest yield on that Premium Bond) will realize no gain or loss upon the retirement of
that Premium Bond.
Owners of Discount Boncls and Premium Bonds should consult their own tax advisers as to the
determination for federal income tax purposes of the amount of OID or bond premium properly
accruable or smortizable in uny period with respect to the Discount Bonds or Premium Bonds and as
to other federul tux consequences and the treatment of OID and bond premium for purposes of state and
locql taxes on, or based on, income.
CONTINUING DISCLOSURE
The City will covenant for the benefit of the holders of the Series 2015 Bonds to provide certain
financial information and operating data relating to the Stormwater Utility not later than two hundred forfy
(240) days following the end of each Fiscal Year ending September 30, 2015 (the "Annual Report"), and
to provide, or cause to be provided, notices ofthe occurrence ofcertain enumerated events. The Annual
Report and notices of events will be filed with the Municipal Securities Rulemaking Board. Digital
Assurance Certification,L.L.C. ("DAC") will act as disclosure dissemination agent for the City. The
specific nature of the information to be contained in the Annual Report and the notices of events is
contained in "APPENDIX 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 "SEC").
During the past five years, the City has complied in all material respects with its undertakings
under SEC Rule 15c2-12(bX5).
Information regarding the Series 2015 Bonds may be found at the DAC intemet site,
"http//www. dacbond. com. "
RATINGS
Moody's Investors Service, Inc. has assigned to the Series 2015 Bonds a rating of " " and
Standard&Poor'sRatingsServiceshasassignedaratingof..-,,witha..-outlook.,,Such
ratings reflect the view of such organizations and an explanation of the significance of such ratings may
be obtained only from Moody's and S&P, respectively. An explanation of the ratings given by Moody's
may be obtained fromMoody's at7 World Trade Center,250 Greenwich Street,23'd Floor, New York,
New York 10007, (212) 553-0300. An explanation of the ratings given by S&P may be obtained from
S&P at 55 Water Street, 38'h Floor, New York, New York 10041, (212) 438-2124.
There is no assurance that the ratings 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
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agencies if, in their judgment, circumstances so warrant. Any such downward revision or withdrawal of
such ratings may have an adverse effect on the market price of the Series 2015 Bonds.
UNDERWRITING
The Series 2015 Bonds are being purchased by Wells Fargo Bank, National Association, Citigroup
Global Markets Inc., J.P. Morgan Securities LLC and Siebert Brandford Shank & Co., L.L.C. (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 2015 Bonds by Bond Counsel and the existence of no material adverse change in
the condition of the City or the Stormwater Utility from that set forth in the Official Statement.
The Series 2015 Bonds are being purchased at a purchase price of $(which
represents the $principal amount of the Series 2015 Bonds, [plus / minus a net
original issue premium / discount of $,] minus an Underwriters' discount of
$_). The Series 2015 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 2015 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.
Wells Fargo Securities is the trade name for certain securities-related capital markets and
investment banking services of Wells Fargo & Company and its subsidiaries, including Wells Fargo Bank,
National Association. Wells Fargo Bank, National Association ("WFBNA"), one of the Underwriters of
the Series 2015 Bonds, has entered into an agreement (the "Distribution Agreement") with its affiliate,
Wells Fargo Advisors, LLC ("WFA"), for the distribution of cerlain municipal securities offerings,
including the Series 2015 Bonds. Pursuant to the Distribution Agreement, WFBNA will share a portion
of its underwriting or remarketing agent compensation, as applicable, with respect to the Series 201 5 Bonds
with WFA. WFBNA also utilizes the distribution capabilities of its affiliates, Wells Fargo Securities, LLC
("WFSLLC") and Wells Fargo Institutional Securities, LLC ("WFIS"), for the distribution of municipal
securities offerings, including the Series 2015 Bonds. In connection with utilizing the distribution
capabilities of WFSLLC, WFBNA pays a portion of WFSLLC's expenses based on its municipal securities
transactions. WFBNA, WFSLLC, WFIS, and WFA are each wholly-owned subsidiaries of Wells Fargo
& Company. Certain subsidiaries of Wells Fargo & Company (parent company of Wells Fargo Bank,
National Association), have provided, from time to time, investment banking services or commercial
banking services to the City, for which they have received customary compensation. Wells Fargo &
Company or its subsidiaries may, from time to time, engage in transactions with and perform services for
the City in the ordinary course of their respective businesses.
J.P. Morgan Securities LLC C'JPMS"), one of the Underwriters of the Series 2015 Bonds, has
entered into negotiated dealer agreements (each, a "Dealer Agreement") with each of Charles Schwab &
Co., Inc. ("CS&Co.") and LPL Financial LLC ("LPL")") for the retail distribution of certain securities
offerings at the original issue prices. Pursuant to each Dealer Agreement (if applicable to this transaction),
each of CS&Co. and LPL will purchase Series 2015 Bonds from JPMS at the original issue price less a
negotiated portion of the selling concession applicable to any Series 2015 Bonds that such firm sells.
Siebert Brandford Shank & Co., L.L.C., one of the Underwriters of the Series 2015 Bonds, has
entered into a separate agreement with Credit Suisse Securities USA LLC for retail distribution of certain
municipal securities offerings, at the original issue prices. Pursuant to said agreement, if applicable to the
34
163
Series 2015 Bonds, Siebert Brandford Shtnk & eo;f.@
compensation with respect to the Series 2015 Bonds, with Credit Suisse Securities USA LLC.
EXPERTS
The references herein to AECOM, as the Consulting Engineers, have been approved by such firm.
The Report of the Consulting Engineers has been included as Appendix B to this Official Statement in
reliance upon such Report and upon the Consulting Engineers as experts in engineering, stormwater system
planning and financial analysis. References to and excerpts herein from the Report of the Consulting
Engineers do not purport to be adequate summaries of such Report or complete in all respects. The Report
of the Consulting Engineers is an integral part of this Official Statement and should be read in its entirety
for complete information with respect to the subjects discussed therein.
FINANCIAL STATEMENTS
The Basic Financial Statements of the City for the Fiscal Year ended Septemb er 30, 2074 and the
report of McGladrey LLP, independent certified public accountants, in connection therewith, dated
_, 2015, are included in APPENDIX C as part of the public records of the City. Such
financial statements and report contain information relating to the City and the Stormwater Utility. No
separate financial statements for the Stormwater Utility have been prepared.
The consent of McGladrey 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 2015 Bonds.
FINANCIAL ADVISOR
RBC Capital Markets, LLC, Miami, Florida is serving as Financial Advisor to the City and has
acted in such capacity with respect to the sale and issuance of the Series 2015 Bonds. The Financial
Advisor assisted in the preparation of this Official Statement and in other matters relating to the planning,
structuring and issuance of the Series 2015 Bonds. RBC Capital Markets, LLC did not engage in any
underwriting activities with regard to the issuance and sale of the Series 2015 Bonds.
CONTINGENT FEES
The City has retained Bond Counsel, Disclosure Counsel and the Financial Advisor with respect
to the authoization, sale, execution and delivery of the Series 2015 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 2015 Bonds.
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY LAWS
Section 517.051, Florida Statutes, and Rule 38400.003, Florida Administrative Code, requires the
City to disclose each and every default as to payment of principal and interest after December 31,1975
with respect to obligations issued or guaranteed by the City. Rule 3E400.003 further provides, however,
that if the City in good faith believes that such disclosure would not be considered material by reasonable
investors, such disclosure may be omitted. The City has not defaulted on the payment of principal or
interest with respect to obligations issued or guaranteed by the City after December 31,1975.
35
164
AUTHORIZATION CONCERNING OFFICIAL STATEMENT
The delivery of this Official Statement has been duly authorizedby the City Commission. At the
time of the delivery of the Series 2015 Bonds, the Mayor of the City will furnish a certificate to the effect
that nothing has come to his attention which would lead him to believe that this Official Statement, as of
its date and as of the date of delivery of the Series 2015 Bonds, contains an untrue statement of a material
fact or omits to state a material fact which should be included therein for the purpose for which this
Official Statement is intended to be used, or which is necessary to make the statements contained herein,
in the light of the circumstances under which they were made, not misleading.
A limited number of copies of the final Official Statement will be provided, at the City's expense,
on a timely basis.
MISCELLANEOUS
All information included in this Official Statement has been provided by the City, except where
attributed to other sources. The summaries of and references to all documents, statutes, reports, and other
instruments referred to herein do not purport to be complete, comprehensive or definitive, and each such
reference or sulnmary 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
PHILIP LEVINE, Mayor
JIMMY L. MORALES, City Manager
36
165
APPENDIX A
General Information and Economic Data
Regarding the City of Miami Beach, Florida
and Miami-Dade County, Florida
166
APPENDIXB
Report of the Consulting Engineers
167
APPENDIX C
Basic Financial Statements of the City of Miami Beach, Florida
for the Fiscal Year Ended September 30r2014
168
APPENDIX D
The Resolution
169
APPENDIX E
Proposed Form of Opinion of Bond Counsel
170
APPENDIXF
Proposed Form of Opinion of Disclosure Counsel
171
APPENDIX G
Form of Disclosure Dissemination Agent Agreement
172
lll.Af,rl !!*|!.P..l..lriiqtkRl$,!3ts WORLD & FROM THE F&ONT PA6E FT TUESDAY. MANCH 3,20S I 7A
n,--.---
tffi"*;!naj-
j,1tL.. 'hFLl{ H
CITY OF HIAf,II BEACH
HOTIGE OF FIFST PI'BLTC H=ABIiIG
]{OTICE lS HEREBY given lhaf a firsl r$ding/public hearing will b6 h6ld by th6
Mayor and City Commission ot the City ol Miami Beach, Fluida, in the Commission
Chambers, 3rd Floor, City Hall, 17OO Convention C.enter Drive, Miami Beach, Florida, on
Wednesday, lrsrch lg, 2Ol5 at 5:06 F.m., or as soon thersafter as the mater
can be heard, to consid€E
A Flesolu'tion Of The Mayor &d Crty Commission Of TtE City Of Miami Beach,
Florida Authorizing The lssuance Of Not To Exceed $100,0m,000 ln Aggregate Principal
Arnour* Of Crty Of Miami Beach, Florida Stormwater Revenue Bonds, Series 2015,
For The Principal Furpme Of Paying A Part Of The Cost Of Certain lmprovements
To The Stormwater Utillty, Pursuant To Section Z)9 Of Resoltnion ltb. 20O0-24127
Adopied 3y The City On October 18, 2000; Providing That Said Series 2015 Bonds
And lnterest Thereon Shall Be Payable Solely As Provided ln Said Resolution No.
nffi-24127 And This Resolution; Providing Certain Details Of The Series 2015 Bords;
Delegatirq Other Details And Matters ln Connection With Th€ lssuance Of The Series
2O-15 3onds, Including Whelher The Series 20-15 Bonds Shalt Not Be Secrred 8y The
Reserve Account And llhether To Secure A Credit Facility And/Or A Reserve Account
lnsurance Policy, To The Mayor, Within The Limitations And Bestrictions Stated Herein;
Permitting Conditional Optional Redenrption Of The Series 2O15 Bmds; fupointing
Underwriters, A Bond Begistrar And A Disclosure DisseminationAgen! Arhorizing The
Negotiated Sale Of The Series 2015 Bonds Ard Approving TheForm O{And Auihorizing
The Execution Ol A Bond Rrrchase Agreement; Ar-rthorizing And Directing The Bond
R€giskar To Authenticate And Deliver The Series 2015 Bcnds; Approving The Form
Of And Distribution Oi A Prelimirnry Official Shtement And An Ofticial Statenrent And
Authorilng The Exectrtion Of The Otficial Statement; Providing For The Application
Of The Pmceeds Of Tle Series 2015 Bonds And Creating Certain Funds, Accounts
And Subaccounls; Authorizing A Book-Enty Registration Sysiem lMth Respecl To The
Series 2015 Bonds; Co.rananting To hovide Coniinuing Dsclosure ln Cmnection \Mrth
The Series2015 Bcnds And Appnxirq The Form Of And Arrihorizing The Execution And
Delivery Of A Continuing Disclosure Agreement; Authorizing Officers Ard Emplo]€es Of
The City To Take Alt Necessary Helated Acticnsi; And Providing For An Effuctive Date.
lnquiries may be directed fo the Finance Dryimern at 305"673.7574.
INTEHESTEO PAHTTES are ir$/it€d to appear at this ms€ting, or b€ represented by
an agent, or to express lheir views in wriling addressed to the City Commission,
c/o the City Clerlg 17O0 Corwention Center Drive, 1st Floor, City Hall, Miami Beach,
Florida 33-139, This item is available for public inspection during normal business
tours in tl-e Offce ol ihe City Cierk, 1 7O0 Convention Center Driv,e, 1st Floor, City Hall,
Miarni Beach, Florida 33I3s" This meeting, or any ilem herein, may be continued, and
under sr.:ch circtmslances, additional legal notice reed not be provided-
Pursuant to Sec{ion 286,0'105, Ha" Stat, the City hereby advises the pubiic that il a
person decides to appeal any decisim made by the City Commission with respect tc
any matter considered ai its meeting or its hearing, such person must ersure that a
verbatim record of the proceedings is made, which record includes tfe testimony and
evidence upon which th6 appeal is to b6 bas6d. This notics does not constitute consent
by the City lor the introduction or admission of otherwise inadmissible or inelevanl
evidence, nor doas it auttorize challenges or appeals not olh€l1^,ise allowed by law.
To rcquest this matarial in atiernate format, sign language interpreter fv*day notice
required), information on accessfor persms with disabilities, and/or any accommodation
to review any documeni or participale in any city-sponsored pmceedings, call
305.604.2489 ard select 1 for English r 2 for Spanisl-r, then option 5l TTY us€rs may
call via 711 (Florida Relay Service).
llafaet E. Granado, City Clerk
City ol Miami Beach
Ad 9!16
Fublish in the Hain Ssction oI The Miami lleral{ f,f,arch 3, 2{}15.
173
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174
g MIAMIBEACH
OFFICE OF THE MAYOR AND COMMISSION
MEMORANDUM
TO: Mayor Philip Levine and Commissioners
FROM: MichaelGrieco,Commissioner
DATE: March 11,2015
SUBJECT: Lobby State Legislature and Miami-Dade County School Board regarding
compliance with the State's Class Size Amendment
TITLE: RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, URGING THE STATE LEGISLATURE AND MIAMI-DADE
couNTY scHool BoARD (SCHOOL BOARD) TO REDUCE CLASS SIZES tN MtAMt
BEACH FEEDER PATTERN SCHOOLS TO CONFORM TO ARTICLE lx, SECTION (1)(a)
OF THE FLORIDA CONSTITUTION; AND LOBBY THE STATE LEGISLATURE TO
EXPAND THE LIST OF "CORE CURRICULUM' COURSES RATHER THAN CONTINUE
TO ELIMINATE CORE CURRICULUM COURSES, LIKE ADVANCED PLACEMENT
CLASSES, FROM THE CLASS SIZE AMENDMENT REQUIREMENTS OF THE FLORIDA
CONSTITUTION BY CALLING SUCH COURSES ,EXTRACURRICULAR,'; AND CALL
UPON THE SCHOOL BOARD TO VOLUNTARILY SUBJECT ITSELF TO THE CLASS
SIZE REQUIREMENTS FOR ALL CLASSES, WHETHER THEY ARE CONSIDERED
CORE CURRICULUM OR EXTRACURRICULAR
ln 2002, voters approved an amendment to the Florida Constitution, at Article lX, Section
(1Xa), which establishes a limit on the number of students that can be placed in a
classroom. The Constitutional "Class Size Amendment" provides the following sized
classrooms:
. 18 students in prekindergarten through grade 3. 22 students in grades 4 through 8. 25 students in grades 9 through 12
The State Legislature also amended several chapters of the Florida Statutes, to implement
the Class Size Amendment. One of the revised statutes defined that the Class Size
Amendment would only apply to "Core Curriculum" courses and not to extracurricular
courses. As a result, class sizes got larger again at the start of the 2010-2011 school year,
after the state re-defined what a core class was. About two-thirds of the 849 "core" classes
offered in Florida elementary, middle and high schools were downgraded to "extra-
Weoreconmitledtoprovldingexcellentpublicserviceondsofefytooil wholive.work.ondployinourvtbront lropicol.hista,;--^h-."^)a,
Agenda ltem
Date175
curricular" status, which has no limit on class size. Classes like calculus, anatomy,
Advanced Placement, and Spanish were affected.
The State of Florida should take the education of our children seriously, and the State
Legislature should comply with the Constitution, and provide the mandates smaller class
rooms. Additionally, Miami-Dade County make the needs of our children a priority and
provide the smaller class room sizes regardless of how the State defines "core curriculum"
or "extracurricular."
If you have any questions please do not hesitate to contact Danila Bonini at extension 6457.
MG/db
We ore commifted to providing excellenl public service ond sofe\ lo oll who live work ond play in our vibront lropicol , historic community
176
RESOLUTION NO.
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF
THE CIry OF MIAMI BEACH, FLORIDA, URGING THE STATE
LEGISLATURE AND MlAMI-DADE COUNTY SCHOOL
BOARD (SCHOOL BOARD) TO REDUCE CLASS STZESIN MIAMI BEACH FEEDER PATTERN SCHOOLS TO
CONFORM TO ARTICLE lX, SECTION (1)(a) OF THE
FLORIDA CONSTITUTION; AND LOBBY THE STATE
LEGISLATURE TO EXPAND THE LIST OF ..CORE
CURRICULUM" COURSES RATHER THAN CONTINUE
TO ELIMINATE CORE CURRICULUM COURSES, LIKE
ADVANCED PLACEMENT CLASSES, FROM THE CLASS
SIZE AMENDMENT REQUIREMENTS OF THE FLORIDA
CONSTITUTION BY CALLING SUCH COURSES
"EXTRACURRIGULAR"; AND CALL UPON THE
SCHOOL BOARD TO VOLUNTARILY SUBJECT ITSELFTO THE CLASS SIZE REQUIREMENTS FOR ALL
CLASSES, WHETHER THEY ARE CONSIDERED CORE
CURRICULUM OR EXTRACURRICULAR.
WHEREAS, Florida voters concerned with the public school system
and the education of our minor children determined that our public schools
should have smaller student population, pe r class, to ensure that our
children are provided the attention needed to ensure discipline and
greater education; and
WHEREAS, in 2002 the voters enacted the "Class Size" amendment
to the Florida Constitution, found at Article lX, Section (1)(a), which
amendment provides:
The education of children is a fundamental value of the people of the
State of Florida. lt is, therefore, a paramount duty of the state to make
adequate provision for the education of all children residing within its
borders. Adequate provision shall be made by law for a uniform,
efficient, safe, secure, and high quality system of free public schools
that allows students to obtain a high quality education and for the
establishment, maintenance, and operation of institutions of higher
learning and other public education programs that the needs of the
people may require. To assure that children attending public schools
obtain a high quality education, the legislature shall make adequate
provision to ensure that, by the beginning of the 2010 school year,
there are a sufficient number of classrooms so that:
177
(1) The maximum number of students who are assigned to each
teacher who is teaching in public school classrooms for
prekindergarten through grade 3 does not exceed 18 students;
(2) The maximum number of students who are assigned to each
teacher who is teaching in public school classrooms for grades 4
through 8 does not exceed 22 students; and
(3) The maximum number of students who are assigned to each
teacher who is teaching in public school classrooms for grades g
through 12 does not exceed 25 students.
The class size requirements of this subsection do not apply to
extracurricular classes. Payment of the costs associated with reducing
class size to meet these requirements is the responsibility of the state
and not of local schools districts. Beginning with the 2003-2004 fiscal
year, the legislature shall provide sufficient funds to reduce the
average number of students in each classroom by at least two
students per year until the maximum number of students per
classroom does not exceed the requirements of this subsection.
WHEREAS, in 2003, the Florida Legislature enacted revisions to the Public
Education Regulations found at Chapter 1003 and 1011, Florida Statutes, which chapters
implement the provisions of the class-size amendment and defines the progress that
school board districts must make in reducing class size; and
WHEREAS, specifically, section 1003.03, Florida Statutes was revised, and
section 1011.685, Florida Statutes, was created to establish the class size operating
categorical fund; and other sections of law were amended to fully implement the
constitutional requirement; and
WHEREAS, Section 1003.01, Florida Statutes provides that the class size
amendment to apply solely to "Core Curriculum" Courses and not to elective courses; and
WHEREAS, over the years the Legislature has redefined Core Curriculum to
continually reduce the number of Core Courses; and
WHEREAS, the legislature defines "extracurricular courses" as all courses that are
not defined as "core-curricula courses," which may include, but are not limited to, physical
education, fine arts, performing fine arts, career education, and courses that may result in
college credit
WHEREAS, as of the 2010-2011 school year, the maximum number of students in
each core curricula class are: 18 students in prekindergarten through grade 3; 22
students in grades 4 through 8; and 25 students in grades 9 through 12; and
178
WHEREAS, class sizes got larger again at the start of the 2010-2011 school year,
after the state re-defined what a core class was, thus, about twothirds of the 849 "core"
classes offered in Florida elementary, middle and high schools were downgraded to
"extra-curricular" status, which has no limit on class size. Classes like calculus, anatomy
and Spanish were affected; and
WHEREAS, Advanced Placement courses are no longer considered core
curriculum courses and are now considered extracurricular courses for the purpose of the
Class Size Amendment
WHEREAS, the State Legislature should listen to the voters and adhere to the
Florida Constitution, Article lX, Section (1)(a), by ensuring that all class sizes are reduced
to the size contemplated by the Voters, and not continue to circumvent the Florida
Constitution by using such terminology as "core curriculum" and extracurricular courses to
avoid implementing the class size amendment.
NOW, THEREFORE, BE ]T DULY RESOLVED BY THE MAYOR AND THE
CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, to urge the
State Legislature and Miami-Dade County School Board (School Board)
to reduce class sizes in Miami Beach feeder pattern schools to conformto Article lX, Section (1)(a) of the Florida Constitution; to lobby the
State Legislature to expand the list of "core curriculum" courses rather
than continue to eliminate core curriculum courses, like advanced
placement classes, from the class size amendment requirements of the
Florida Constitution by defining such courses as "extracurricular"; and
to call upon the School Board to voluntarily subject itself to the class
size requirements for all classes, whether they are considered core
curriculum or extracurricular.
PASSED AND ADOPTED this
ATTEST:
day of 2015.
Philip Levine, Mayor
Rafael E. Granado, City Clerk
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
l-at- f,
-
Dole
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180
COMMISSION ITEM SUMMARY
Condensed Title:
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH,
FLORIDA, ACCEPTING THE RECOMMENDATION OF THE CITY MANAGER TO AMEND
CONTRACTS WITH AAA AUTOMATIC DOOR REPAIR, INC., BEST GARAGE DOORS. !NC., AND
DASH DOOR AND CLOSER SERV|CE, !NC., PURSUANT TO tNVtTATtON TO BtD (lTB) NO. 09-
11112, FOR DOOR RELATED REPAIR AND REPLACEMENT SERVICES, AUTOMATIC DOORS AND
GATES, ROLL.UP DOORS, ACCESS CONTROL, CLICKER GATES, TO AMEND THE ANNUALLY
ESTIMATED CONTRACT AMOUNT FROM $75,OOO.OO TO THE AMOUNT THAT IS ANNUALLY
AVAILABLE IN THE PUBLIC WORKS DEPARTMENT'S BUDGET FOR SUCH SERVICES.
lncrease Satisfaction with Citv Services
s Data (Survevs. EnvironmentalScan. etc: N/A
Item Summary/Recommendation :
At its April 11, 2012, meeting, the City Commission accepted the City Manager's recommendation
pertaining to the award of a contract pursuant to lnvitation to Bid (lTB) No. 9-11112 for Door Related
Repair and Replacement Services, Automatic Doors and Gates, Roll-up Doors, Access Control and
Clicker Gates, forthe City's Public Works Department. Consequently, the item was passed and adopted
authorizing the Administration to execute an agreement in the annually estimated amount of $75,000.
The award also allowed for additional funding based on an increase in the required services.
ln addition to routine operational repairs and replacements, specific high priority projects have been
expeditiously procured through the contract, including (but not limited to)the Normandy Shores North
Gate Replacement. Furthermore, staff intends to utilize this contract to procure other high priority
projects such as the beach access gates through this contract. The Police Department has requested
that the beach access gates project be completed as soon as possible; and, a permit currently exists for
this project which, if the project is not expedited, will expire shortly and the City would incur additional
costs and delays in trying to re-secure a new permit.
The purpose of this item is to expand the annual estimated amount of this contract to to the budgeted
amount available for these services, which is established yearly through the City's budgeting process
and subject to review and approval by the Office of Budget and Performance lmprovement (OBPI).
After considering the review and recommendation of City staff, the City Manager exercised his due
diligence and recommends to the Mayor and City Commission to adopt a resolution amending the
estimated annual contract amount from $75,000 to the budgeted amount available in the Public Works
budget for the required services.
RECOMMENDATION
the Resolution
Board Recommendation:
Financial !nformation :
Source of
Funds:
Amount Account
1 Subject to available funds in the Public Works Department's
budoet for these services.
2
OBPI Total *
Financial lmoact Summarv:
Eric Ext. 7080
AGENDA ITEM R? D& MIAMIBEACH nnrs 3{&lf181
City of Miomi Beoch,I 200 Convention Center Drive, Miomi Beoch, Florido 33,l39, www.miomibeochfl.gov
COMMIS ON MEMORANDUM
TO: Mayor Phillip Levine and the City
FROM: Jimmy L. Morales, City Manager
DATE: March 18, 2015
SUBJECT: A RESOLUTION OF THE MA AND CITY COMMISSION OF THE CITY OF
MANAGER TO AMEND CONTRACTS WITH AAA AUTOMATIC DOOR REPAIR,
INC., BEST GARAGE DOORS. INC., AND DASH DOOR AND CLOSER SERVICE,
tNc., PURSUANT TO tNVtTATtON TO BID (lTB) NO. 09-11112, FOR DOOR
RELATED REPAIR AND REPLACEMENT SERVICES, AUTOMATIC DOORS AND
GATES, ROLL.UP DOORS, ACCESS CONTROL, CLICKER GATES, TO AMEND
THE ANNUALLY ESTIMATED CONTRACT AMOUNT FROM $75,OOO.OO TO THE
AMOUNT THAT !S ANNUALLY AVAILABLE IN THE PUBLIC WORKS
DEPARTMENT'S BUDGET FOR SUCH SERVICES.
ADMI NISTRATION RECOMMEN DATION
Adopt the resolution.
BACKGROUND
At its April 11, 2012, meeting, the City Commission accepted the City Manager's
recommendation pertaining to the award of a contract pursuant to lnvitation to Bid (lTB) No. 9-
11112 for Door Related Repair and Replacement Services, Automatic Doors and Gates, Roll-up
Doors, Access Control and Clicker Gates, for the City's Public Works Department.
Consequently, the item was passed and adopted authorizing the Administration to execute an
agreement in the annually estimated amount of $75,000. The award also allowed for additional
funding based on an increase in the required services.
ln addition to routine operational repairs and replacements, specific high priority projects have
been expeditiously procured through the contract, including (but not limited to) the Normandy
Shores North Gate Replacement. Furthermore, staff intends to utilize this contract to procure
other high priority projects such as the beach access gates through this contract. The Police
Department has requested that the beach access gates project be completed as soon as
possible; and, a permit currently exists for this project which, if the project is not expedited, will
expire shortly and the City would incur additional costs and delays in trying to re-secure a new
permit.
The purpose of this item is to expand the annual estimated amount of this contract to to the
budgeted amount available for these services, which is established yearly through the City's
budgeting process and subject to review and approval by the Office of Budget and Performance
lmprovement (OBPI).
182
2 | Amend Contracts For Door Related Repair And Replacement Services, Automatic Doors And Gates, Roll-Up Doors, Access
Control, Clicker Gates
CITY MANAGER'S RECOMMENDATION
After considering the review and recommendation of City staff, the City Manager exercised his
due diligence and recommends to the Mayor and City Commission to adopt a resolution
amending the estimated annual contract amount from $75,000 to the budgeted amount
available in the Public Works budget for the required services.
CONCLUSION
The Administration recommends that the Mayor and Commission approve the Resolution
accepting the City Manager's recommendation amending the estimated annual amounts on the
contracts with AAA Automatic Door Repair, lnc., Best Garage Doors. lnc., And Dash Door And
Closer Service, lnc., awarded pursuant To lnvitation To Bid (lTB) No. 09-11112, For Door
Related Repair And Replacement Services, Automatic Doors And Gates, Roll-Up Doors,
Access Control, Clicker Gates.
JLM/MT/EC/AD
T:\AGENDA\201s\March\Procurement\lvlarch 18\Commission Memo Door Related Repair and Replacrnent Services.docx
183
RESOLUTION TO BE SUBMITTED
184
COMMISSION ITEM SUMMARY
Gondensed Title:
A Resolution Of The Mayor And City Commission Of The City Of Miami Beach, Florida, Amending Resolution
Number 2014-28825; Said Amendment lncreasing The Scope Of The Agreement To lnclude The Provision Of
Additional Shuttle Services During Events Which lmpact Mobility ln The City, ln The Administration's Discretion;
And Clarifying That Said Enhanced Scope Shall lnclude The Use Of Alternate Vehicles (Other Than Trolley
Vehicles), Such As Coach Buses; A Modified Hourly Rate Commensurate With The Use Of The Alternative
Vehicle And Equipment; Additional Staff Time; Special Routes; And Further lncreasing The Cost Of The
Agreement For Said Additional Shuttle Services, ln An Amount Not To Exceed $45,000 Annually, With An
Additional lncrease For Such Additional Shuttle Services During The2014-2015 Fiscal Year, Solely, ln An Amount
Not To Exceed $100,000, ln Order To Accommodate The Additional Transportation Expenses Needed For The
Centennial Celebration.
Ensure Comprehensive Mobility Addressing All Modes Throughout The City.
Supporting Data (Surveys, EnvironmentalScan, etc.): As recently indicated in the 2014 City of Miami Beach Community
Satisfaction Final Report, 54o/o of lhe Cifu of Miami Beach residents would be willino to use local bus circulators.
Item Summary/Recommendation :
On April 30,2014, the City Commission approved the award of lnvitation to Bid (lTB) No. 2014-154-SR for North
Beach Turnkey Trolley Operations and Maintenance Services to Limousines of South Florida, lnc. (LSF).
Following the approvalof the lTB, an Agreement between the Cityand LSF was executed on May8, 2014. While
the ITB included a provision for optional additional routes at the City's sole discretion, the executed contractwith
LSF did not include a provision for shuttle service during special events or the use of vehicles with a seating
capacity larger than trolleys or cutaways (about 25 passengers).
At its November 19, 2O14City Commission Meeting, the CityCommission approved Resolution No.2014-28825,
increasing the scope of the Agreement to include the provision of additional shuttle services during major events
which impact mobility in the City, at the Administration's discretion; and increasing the cost of the Agreement for
said services, in an amount not to exceed $45,000 annually, subject to budget appropriation.
While Resolution No. 2014-28825 approved the use of trolley vehicles (or cutaways) for the above special events
at the City's discretion, it did not allow for additional services not considered in the initial Bid documents and
Agreement with LSF. These include, but are not limited to, the following: Different types of vehicles (other than
trolleys) - Needed when the service plan requires increasing the capacity by utilizing larger buses (such as 60-
passenger Coach Buses to be used during Centennial), additional supervisory staff - needed depending on the
nature of the event which may require increased monitoring and dispatching coordination efforts by the Contractor,
temporary signage (for vehicles and stops), training, and equipment (additional radios or Global Positioning
Systems (GPS) equipment as may be required.
The City's Centennial Celebration will consist of nearly 100 hours of City sponsored activities that may result in a
significant number of visitors coming to the City during the week of March 21,2015. The event will also coincide
with other special events such as the Winter Party Conference and Spring Break. Given that mobility is expected
to be impacted by the overwhelming number of visitors driving in the City during this week, the Administration is
recommending increasing the ceiling of the previously approved Amendment No. 2, to not exceed $100,000
during FY 201412015, in order to accommodate the additional transportation expenses needed forthe Centennial
celebration. An estimate of the cost of shuttle operation during the Centennial celebration has been attached for
reference. The estimated cost includes the use of 6Gpassenger Coach Buses (double the trolley capacity) for
$100 per operating hour, which is lower than if the City contracts separatelywith another operator ($130 per hour).
THE ADMINISTRATION RECOMMENDS APPROVING THE RESOLUTION.
Advisory Board Recommendation:
Financial lnformation:
Clerk's Office : Jose R. Gonzalez Ext.6768
18\Modified Amendment No2 to Trolley Operations and Maintenance Agreement SUM.doc
ASE}'I0AITEII, ,,.F
FY 201 41 1 5: 1 06-96 1 5-000349 Transportation Fund
FY 2014115: 1 60-4300-000349 Centennial Fund Subject to Budget
Financial lmpact Summary: Future annual costs subject to annual budget appropriations
Jose R.Ext.6768
(s nAIAnAIBHACH trATE185
g eAIA&nIffiffi&CH
City ol Miomi Beoch, 1700 Convenlion Center Drive, Miomi Beoch, Florido 33,l39, www.miomibeochfl.gov
ISSION MEMORANDUM
Mayor Philip Levine and Members the City
FROM: Jimmy L. Morales, City Manager
DATE: March 18,2015
SUBJECT: A RESOLUTION OF THE MA AND CITY COMMISSION OF THE
CITYOF MIAMIBEACH,AMENDING RESOLUTION NUMBER
2014-28825; SAID AMENDED RESOLUTION APPROVING AND
AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE
AMENDMENT NO. 2 (AMENDMENT) TO THE AGREEMENT BETWEEN
THE CITY AND LIMOUSINES OF SOUTH FLORIDA, INC., FOR TURN-
KEY OPERATIONS AND MAINTENANCE SERVICES OF A MUNICIPAL
TROLLEY SYSTEM FOR THE CIry OF MIAMI BEACH, EXECUTED AS
OF MAY 8,2014; SAID AMENDMENT INCREASING THE SCOPE OF
THE AGREEMENT TO INCLUDE THE PROVISION OF ADDITIONAL
SHUTTLE SERVICES DURING EVENTS WHICH IMPACT MOBILITY IN
THE CITY, lN THE ADMINISTRATION'S DISGRETION; AND
CLARIFYING THAT SAID ENHANCED SCOPE SHALL INCLUDE THE
USE OF ALTERNATE VEHICLES (OTHER THAN TROLLEYVEHICLES),
SUCH AS COACH BUSES; A MODIFIED HOURLY RATE
COMMENSURATE WITH THE USE OF THE ALTERNATIVE VEHICLE
AND EQUIPMENT;ADDITIONAL STAFF TIME; SPECIAL ROUTES;AND
FURTHER INCREASING THE COST OF THE AGREEMENT FOR SAID
ADDITIONAL SHUTTLE SERVIGES, IN AN AMOUNT NOT TO EXCEED
$45,OOO ANNUALLY, WITH AN ADDITIONAL INCREASE FOR SUCH
ADDITIONAL SHUTTLE SERVICES DURING THE 2014.2015 FISCAL
YEAR, SOLELY, IN AN AMOUNT NOT TO EXCEED $1OO,OOO, !N
ORDER TO ACCOMMODATE THE ADDITIONAL TRANSPORTATION
EXPENSES NEEDED FOR THE CENTENNIAL CELEBRATION.
FISCAL IMPACT
Funding Source - Funding for operation and maintenance of shuttle service during recurring
special events will be provided from the Transportation Fund, subject to annual budget
appropriation. Funding for operation and maintenance of shuttle service for non-recurring special
events will be provided from the respective budget approved by the City Commission for the specific
event.
Gost -The cost to the City for the operation and maintenance of shuttle service during special
events shall not exceed a cumulative total of $45,000 per year, during the five (5) year initial term of
the contract, except during lhe 2014-2015 Fiscal Year, where the amount shall not exceed
$100,000, in order to accommodate the additional transportation expenses needed for the City's
Centennial Celebration. The additional funds required for the Centennial celebration shuttle service
will be provided by the Centennial celebration budget already approved by the City Commission.
186
Commission Memorandum - Amendment No. 2 to Turnkey Trolley Operations and Maintenance Services Agreement
March 18,2014
Page 2 of 3
BACKGROUND
On April 30,2014, the City Commission approved the award of lnvitation to Bid (lTB) No. 2014-154-
SR for North Beach Turnkey Trolley Operations and Maintenance Services to Limousines of South
Florida, lnc. (LSF). Following the approval of the lTB, an Agreement between the City and LSF was
executed on May 8,2014. While the ITB included a provision for optional additional routes at the
City's sole discretion, the executed contract with LSF did not include a provision for shuttle service
during special events or the use of vehicles with a seating capacity larger than trolleys or cutaways
(about 25 passengers).
At its November 19,2014 City Commission Meeting, the City Commission approved Resolution No.
2014-28825, increasing the scope of the Agreement to include the provision of additional shuttle
services during major events which impact mobility in the City, at the Administration's discretion; and
increasing the cost of the Agreement for said services, in an amount not to exceed $45,000
annually, subject to budget appropriation.
ANALYSIS
The City currently experiences fifteen (15) major special events during its high impact periods,
during which both City sponsored and non-City sponsored events occurwithin the City boundaries.
The following is the list of City Commission approved high impact periods (as of February 3, 2015):
1. Art Deco Weekend
2. Miami lnternational Boat Show
3. South Beach Wine and Food Festival
4. Winter Party Week/Spring Break
5. Winter Party Conference/Spring Break
6. Gay Pride
7. Memorial Day Weekend
8. July 4th
9. Labor Day Weekend
10. Halloween
11. White Party
12. Art Basel Miami Beach
13. New Year's Eve
During major special events, the City experiences a high volume of visitors and high levels of street
activity, resulting in reduced mobility and parking shortages.
The Administration considers that special events significantly impact mobility and, thus, the City
should consider providing shuttle service during these periods to provide an alternative mode of
transportation and reduce the need for parking.
While Resolution No. 201 4-28825 approved the use of trolley vehicles (or cutaways) for the above
special events at the City's discretion, it did not allow for additional services not considered in the
initial Bid documents and Agreement with LSF. These include, but are not limited to, the following:
o Different types of vehicles (other than trolleys)o Needed when insufficient number of trolley vehicles cannot be provided by the
Contractor (in which case it will require the subcontracting of additional vehicles).
o Needed when the service plan requires increasing the capacity by utilizing larger
buses (such as coach type).
187
Commission Memorandum - Amendment No. 2 to Turnkey Trolley Operations and Maintenance Services Agreement
March 18,2014
Page 3 of 3
o Additional supervisory staff
o Needed depending on the nature of the event which may require increased
monitoring and dispatching coordination efforts by the Contractor.o Temporary signageo Signage on buses to identify routes or destinations.
o Signage at the stops to provide information on the shuttle hours of operation or
departure times.o Training
o Training may be required prior to operating complex events.o Equipment
o Additional radios or Global Positioning Systems equipment may be required.
The City's Centennial Celebration will consist of nearly 100 hours of City sponsored activities that
may result in a significant number of visitors coming to the City during the week of March 21 ,2015.
The event will also coincide with other special events such as the Winter Party Conference and
Spring Break. Given that mobility is expected to be impacted bythe overwhelming numberof visitors
driving in the City during this week, the Administration is recommending increasing the ceiling of the
previously approved Amendment No. 2, to not exceed $100,000 during FY 201412015, in order to
accommodate the additional transportation expenses needed for the Centennial celebration. An
estimate of the cost of shuttle operation during the Centennial celebration has been attached for
reference. The estimated cost includes the use of 60 passenger Coach Buses (double the trolley
capacity) for $100 per operating hour, which is lower than if the City contracts separately with
another operator ($1SO per hour).
RECOMMENDATION
The Administration recommends that the Mayor and City Commission approve the Amendment of
Resolution No.2014-28825;said Amended resolution approving and authorizing the Mayorand City
Clerk to execute Amendment No. 2 to the Agreement between the City and Limousines of South
Florida, lnc., for Turn-Key Operations and Maintenance Services of a Municipal Trolley System for
the City of Miami Beach, executed as of May 8,2014.
Attachments: A. Centennial Shuttle Service Plan and Preliminary Cost Estimate
B. CentennialShuttle Seruice Map
,fu srutffo
JLM/KGB/JRG/JFG
T:\AGENDA\201S\March\March 18\Amendment No2 to Turnkey Trolley Operations and Maintenance Services Agreement MEMO.doc
188
Attachment A
Centennial Shuttle Service Plan
Morch 22 through 25, 2075 Seruice
This shuttle will provide tronsportotion for personnel working in the set up of Morch 26 concert site as well os ottendees of Centenniol
events taking ploce Morch 22-25
Shuttle Stops:
Route L:
o Miami Beach Senior High School Parking Lot (Dade Boulevard and Washington Avenue -NW Corner)
. 77 Street Parking Garage (17th Street and Convention Center Drive -NW Corner)
o working Site (8th Street and Ocean Drive NE Corner)
Hours of Operation:
. SHUTTLES TO WORKING SITE will operate 7AM-10PM, with a 30 minute frequency
Morch 26,2075 Seruice
This shuttle will provide tronsportotion for oll ottendees of Centennial events toking ploce on Morch 25
Shuttle Stops:
Route 1:
. 42 Street Parking Garage (42nd Street and Royal Palm Avenue -SW Corner)o Miami Beach Senior High School Parking Lot (Dade Boulevard and Washington Avenue -NW Corner)
. City Hall Parking Garage (17th Street and Convention Center Drive -NW Corner)
. !7 Street Parking Garage (17th Street and Convention Center Drive *NW Corner)
r Event Drop-off area (5th Street and Ocean Drive NW Corner)
Route 2:
. Any Miami-Dade bus stops along route (Flag-Down Service)
o Event Drop-off area (5th Street and Ocean Drive NW Corner)
Route 3:
. Miami Beach Marina (Water Taxi connection) (2nd Street and Alton Road -SW Corner)
o Fifth & Alton Parking Garage (5th Street and Lenox Avenue -NE Corner)
. Event Drop-off area (5th Street and Ocean Drive NW Corner)
Hours of Operation:
' SHUTTLES TO EVENT AREA will operate 10AM-10PM, with a L0-15 minute frequency. RETURN SHUTTLES (FROM EVENT AREA) will operate ].0AM-2AM
189
Centennial Cost Estimation (Preliminary)
Route
Centennial Route 1
Centennial Route 2
March 26 Backup Shuttles
Centennial Route 3
Pre-Concert Route
Sub Total
# Vehicles
6
72
2
4
2
# Hours
t6
76
5
16
15
# Days
7
t
7
1
4
Cost
S g,ooo.oo
S 19,2oo.oo
5 r,ooo.oo
5 q,qqt.la
S a,ssa.so
5 42,s86.1.6
Hourly Rate
5 roo.ooS roo.ooS roo.ooS ss.+gS os.ag
Miscellanious
Vehicle Wrap/Decal
Road Supervision
Training
Radios
Tax
Sub Total
fr Items
22
3
6
Unit Price
S soo.ooS zs.oo
fHours/Days
18
7
Cost
S o,ooo.ooS r,sso.oo
S z,ooo.oo
S 12o.oo
S s,ooo.oo
S 13,o7o.oo
s 55,656.16
190
Attachment B
CENTENNIAL
FREE SHUTTLE GIRCU LATION
:
Legend
I Event Drop-off Area
-
Centennial Route 1
-
Centennial Route 2
Centennial Route 3
City Boundary
i'-"----'----'-'-- --'--
N
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191
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192
CENTENNIAL ,at* urr*
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-
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193
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194
RESOLUTION TO BE SUBMITTED
195
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196
R7 - Resolutions
R7F A Resolution Waiving By 5l7tn Vote, The Competitive Bidding Requirement, Finding
Such Waiver To Be ln The Best lnterest Of The City, Authorizing The City Manager To
Hire David Mulholland, Senior Vice-President And Project Manager, Of The Orlando
Firm GMB Engineers & Planners, lnc., (The Firm) To Provide Professional Traffic
Consultant Services Relating To Watson lsland, lsland Gardens, City Of Miami
Development Site; And Further Authorizing The City Attorney To Execute A Retainer
Agreement With The Firm, ln An Amount Not To Exceed $200,000.
(Office of the City Attorney)
(ltem to be Submitted in Supplemental)
Agenda ltem R7F
oate 3-l&lY197
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198