R7C-Issue Stormwater Revenue Bonds Series 2015COMMISSION ITEM SUMMARY
Should the City Commission approve the resolution?
Item Summary/Recommendation: SEGOND READING PUBLIG 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 forthe 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.
AGENDA IIEM R7C
AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA AUTHORIZING THE
ISSUANCE OF NOT TO EXCEED $1OO,OOO,OOO IN AGGREGATE PRINCTPAL 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. 2000.24127 AND THIS
RESOLUTION; PROVIDING CERTAIN DETAILS OF THE SERIES 2015 BONDS; DELEGATING OTHER DETAILS AND
MATTERS IN CONNECTION WITH THE ]SSUANCE OF THE SERIES 2015 BONDS, INCLUDING WHETHER THE SERIES
2015 BONDS SHALL NOT BE SECURED BY THE RESERVE ACCOUNT AND WHETHER TO SECURE A CREDIT FACILITY
AND/OR A RESERVE ACCOUNT INSURANCE POLICY, TO THE CITY MANAGER, WITHIN THE LIMITATIONS AND
RESTRICTIONS STATED HEREIN; 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 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;
PROVTDING FOR THE APPLICATION OF THE PROCEEDS OF THE SERIES 2015 BONDS AND CREATING CERTAIN
FUNDS, ACCOUNTS AND SUBACCOUNTS; AUTHORIZING A BOOK-ENTRY REGISTRATION SYSTEM wlTH RESPECT TO
THE SERIES 2015 BONDS; COVENANTING TO PROVIOE 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.
Ensure well-maintained infrastructure.
Supporting Data (Surveys, Environmental Scan, etc.): According to the 2009 Community
Satisfaction Survey, only 43o/o of residents rated the City's storm drainage (to avoid flooding) as
Finance and e Proiects Committee March 2.2015
Financial lnformation :
Source of Funds:
OBPI
Amount Account Approved
To be appropriated from the
Stormwater Revenues
Total
Patricia Walker. Chief Financial Officer
5 Summary Memo 4-15-1s.docx
E MIAMIBEACH orre t/-l *ls488
g MIAMI BEACH
City of Miomi Beoch, lZOO Convention Center Drive, Miomi Beoch, Florido 33,l39, www.miomibeochfl.gov
COMMISSION MEMORANDUM
TO:Mayor Philip Levine and Members o
FROM: Jimmy L. Morales, City Manager
DATE: April 15, 2015
SUBJECT: A RESOLUTION OF THE MAYOR AIID CITY COMMISSION OF THE
CITY OF MIAMI BEAGH, FLORIDA'AUTHORTZING THE ISSUANCE
OF NOT TO EXCEED $1OO,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 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. 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
INSURANCE POLICY, TO THE GITY MANAGER, 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 2015 BONDS; APPROVING THE FORM OF
AND DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT
AND AN OFFICIAL STATEMENT AND AUTHORIZING THE
EXECUTION OF THE OFFICIAL STATEMENT; PROVIDING FOR
THE APPLICATION OF THE PROCEEDS OF THE SERIES 2015
BONDS AND CREATING CERTAIN FUNDS, ACCOUNTS AND
SUBACCOUNTS; AUTHORIZING A BOOK-ENTRY REGISTRATION
SYSTEM WITH RESPECT TO THE SERIES 2015 BONDS;
COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN
CONNECTION WITH THE SERIES 2015 BONDS AND APPROVING
THE FORM OF AND AUTHORIZING THE EXECUTION AND
DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT;
AUTHORIZING OFFICERS AND EMPLOYEES OF THE CITY TO
TAKE ALL NECESSARY RELATED ACTIONS; AND PROVIDING
FOR AN EFFECTIVE DATE.
SEGOND READING
PUBLIC HEARING
489
Commission Memorandum - April 15,2015
Stormwater Revenue Bonds
Page 2 of 5
ADMINISTRATION RECOMME NDATION
Approve the resolution on second reading public hearing. The first public hearing was
held at the March 18,2015 Commission Meeting. At the first public hearing, the City
Commission changed the delegation of authority to negotiate the issuance of the bonds
from the Mayor to the City Manager. These changes are incorporated in the attached
resolution scheduled for the second 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 goveming 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 r'ssuance of bonds, the city manager shall
prepare, or cause to be prepared, a fiscal analysis of the economic impact of
the proposed bond rssuance using the following criteria:a) The estimated cost of the project or projects on account of which such
bonds are to be issued;
b) The estimated annual revenues, if any, to be generated by such project or
projects; and
c) The estimated annual cosf of maintaining, repairing and operating such
project or projects.
(2) Upon completion of the fiscal analysrs 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.
ln an effort to defer issuing debt and to expedite the spend down of existing Stormwater
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Commission Memorandum - April 15,2015
Stormwater Revenue Bonds
Page 3 of 5
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 $SO 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 eamed 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.
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 February 11, 2015 meeting of the Mayor and City Commission, a resolution
approving the undenuriters for the proposed Stormwater Revenue Bonds Series 2015
was approved. MFR Securities, lnc. ("MFR") was approved as a co-manager; however,
we were subsequently advised that MFR no longer offers public finance services. As a
result we are recommending the substitution of JP Morgan as a replacement co-
manager on this team. This will bring JP Morgan to three transactions during the term of
this selection consistent with Bank of America Merrill Lynch, Citigroup, Morgan Stanley,
491
Commission Memorandum - April 15,2015
Stormwater Revenue Bonds
Page 4 of 5
and Raymond James Morgan Keegan.
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
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 for the issuance of the Series 2015 Stormwater Bonds delegates to the
City Manager, 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 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. The Mavor is authorized, after
consultation with the City Attorney, to enter into, execute and deliver such agreements
as may be necessary to secure such Credit Facility and/or Reserve Account lnsurance
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 lnsurance Policy and of such agreements.
The Chief Financial Officer is further authorized to establish procedures in order to
ensure compliance by the Citywith 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 Attomey 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
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Commission Memorandum - April 15,2015
Stormwater Revenue Bonds
Page 5 of 5
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.
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 second reading public hearing. The
first reading public hearing was held at the March 18,2015 Commission meeting.
JLM/PDW/GE/JAR
Attachments:
Bond Purchase Agreement
Disclosure Dissemination Agreement
The Preliminary Official Statement (POS)
T:\AGENDA\201 S\April\Stormwater Bonds Series 2015 - Comm Memo 4-1 5-1 5 Second Reading.Docx
493
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 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. 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 IN SAID RESOLUTION NO. 2OOO-24127 AND THIS
RESOLUTION; PROVIDING CERTAIN DETAILS OF THE SERIES 2OI5
BONDS; DELEGATING OTHER DETAILS AND MATTERS IN
CONNECTION WITH THE ISSUANCE OF THE SERIES 2OI5 BONDS,
INCLUDING 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 CITY MANAGER, WITHIN THE LIMITATIONS AND
RESTRICTIONS STATED HEREN; 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 2OI5 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 2OI5 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 SEzuES 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 TN CONNECTION WITH THE SERIES 2OI5
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 defined in the hereinafter described Original Resolution); and
4304534/4/MtAMl 494
WHEREAS, the City has heretofore issued its (i) S16,185,000 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"), a116 Resolution No.
2009-27242 adopted by the Commission on October 14, 2009, and (ii) $52,130,000 original
principal amount of City of Miami Beach, Florida Stormwater Revenue Bonds, Series 20llA, all
of which are currently Outstanding, and 526,575,000 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.
20lI-27782 adopted by the Commission on October 19, 2011; 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 lmprovements, upon meeting certain conditions contained in said Section 209;
and
WHEREAS, the Series 2015 Project constitutes Improvements under the Bond
Resolution; and
WHEREAS, the City has determined that it is desirable to issue Additional Bonds (the
"Series 2015 Bonds") pursuant to the provisions of Section 209 of the Original Resolution and
this resolution, which constitutes a Series Resolution for the Series 2015 Bonds under the Bond
Resolution, for the purpose of paying, together with any other available moneys of the City, 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 City Manager, who shall rely upon the recommendations of the Chief Financial
Officer of the City (the "Chief Financial Offlrcer"), who is the offrcer 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, and certain other actions in connection with the issuance
of the Series 2015 Bonds, all as provided and subject to the limitations contained herein; and
WHEREAS, the City has determined that due to the character of the Series 2015 Bonds,
current favorable market conditions, the uncertainty inherent in a competitive bidding process
and the recommendations of the Financial Advisor, it is in the best interest of the City to
authorize the negotiated sale of the Series 2015 Bonds; and
4304534/4iMtAMr 495
WHEREAS, in connection with the issuance of the Series 2015 Bonds, the requirements
of Ordinance No. 2007-3582, adopted by the Commission on November 21, 2007, including the
holding of two public hearings, have been complied with prior to the adoption of this Series
Resolution;
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA:
SECTION 1. The above recitals are incorporated herein as findings.
SECTION 2. A Series of Additional Bonds of the City in an aggregate principal amount
not to exceed $100,000,000 is authorized to be issued pursuant to, and subject to the conditions
of, Section 209 of the Original Resolution and the authority granted to the City by the Act, for
the purpose of paying, together with any other available moneys, 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 City Manager, after consultation with the Chief Financial Officer and the
Financial Advisor, and specified in a certificate of the Mayor executed on or prior to the date of
initial issuance of the Series 2015 Bonds (the "Series 2015 Mayor's Certificate"). Term Bonds,
if any, will be subject to mandatory redemption at par, without premium, each year in amounts
equal to the respective Amortization Requirements therefor. Principal of and interest and
redemption premium, if any, on the Series 2015 Bonds shall be payable in accordance with the
provisions of the Bond Resolution. The execution of the Series 2015 Mayor's Certificate shall
be conclusive evidence of the City's approval of the details of the Series 2015 Bonds.
If the City Manager determines, in reliance upon the recommendations of the Chief
Financial Officer and the Financial Advisor, that there is an economic benefit to the City to
secure and pay for a Credit Facility and/or a Reserve Account Insurance Policy with respect to
all or a portion of the Series 2015 Bonds, the City Manager is authorized to secure a Credit
Facility and/or a Reserve Account Insurance Policy with respect to all or a portion of the Series
2015 Bonds. The City Manager is authorized to provide for the payment of any premiums for
such Credit Facility and/or Reserve Account Insurance Policy from the proceeds of the Series
2015 Bonds. The Mayor is authorized, after consultation with the City Attorney, to enter into,
execute and deliver such agreements as may be necessary to secure such Credit Facility and/or
Reserve Account [nsurance 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.
43045s4/4/MtAMt 496
Any agreements with any providers of Credit Facility andlor Reserve Account Insurance Policy
shall supplement and be in addition to the provisions of the Bond Resolution.
SECTION 3. In accordance with the provisions of the Bond Resolution, the Series 2015
Bonds shall be limited obligations of the City payable solely from the Net Revenues and, to the
extent provided in the Bond Resolution, from certain Funds and Accounts which are pledged to
the payment thereof in the manner provided in the Bond Resolution, and nothing shall be
construed as obligating the City to pay the principal, interest and premium, if any, thereon except
from the Net Revenues and, to the extent provided in the Bond Resolution, said Funds and
Accounts or as pledging the full faith and credit of the City or any form of taxation whatever to
such payments; provided, however, that notwithstanding anything to the contrary contained in
the Bond Resolution, to the extent so determined by the City Manager, in reliance upon the
recommendations of the Chief Financial Officer and the Financial Advisor, the Series 2015
Bonds shall not be secured by, nor payable from moneys, Reserve Account Insurance Policies or
Reserve Account Letters of Credit on deposit in, the Reserve Account created under the Bond
Resolution 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 arry 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 ( replacing MFR
Securities, Inc.) 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 99%;o 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 City Manager,
after consultation with the Chief Financial Officer and the Financial Advisor, is hereby
authorized to award the Series 2015 Bonds to the Underwriters at a purchase price of not less
4304534/4/MrAMr
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at a TIC not in 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 201 5 Bonds (the "Series 2015 Bond Purchase
Agreement") for and on behalf of the City, in substantially the form presented at the meeting at
which this Series Resolution was considered, subject to such changes, modifications, insertions
and omissions and such filling-in of blanks therein as may be determined and approved by the
City Manager, after consultation with the Chief Financial Officer and the City Attorney. The
execution of the Series 2015 Bond Purchase Agreement for and on behalf of the City by the
Mayor shall be conclusive evidence of the City's approval of the 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 Offrcial Statement (the 'oSeries 2015
Preliminary Official Statement") and Offrcial Statement (the "Series 2015 Ofhcial Statement")
in connection with the issuance of the Series 2015 Bonds are hereby approved in substantially
the form of the Series 2015 Preliminary Official Statement presented at the meeting at which this
Series Resolution was considered, subject to such changes, modifications, insertions and
omissions and such filling-in of blanks therein as may be determined and approved by the City
Manager, after consultation with the Chief Financial Officer and the City Attorney. The
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 o'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 2015 Bonds, including, to the extent provided in such certificate, for the payment of
interest accruing on the Series 2015 Bonds prior to, during and after construction of the Series
2015 Project.
4304534/4/MtAMl 498
ln accordance with the provisions of the Bond Resolution, there is hereby created within
the Construction Fund a "series 2015 Construction Account" and within said Series 2015
Construction Account, a "series 2015 Construction Subaccount" for the deposit of proceeds of
the Series 2015 Bonds to be applied to the payment of 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 ofIssuance Subaccount" for the deposit ofproceeds
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 "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 (bX5) 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 'oSeries 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
Attomey. 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
4304534/4/MlAMl 499
constitute an Event of Default under the Bond Resolution and the remedies therefor shall be
solely as provided in the Series 2015 Continuing Disclosure Agreement.
The Chief Financial Officer is further authorized to establish procedures in order to
ensure compliance by the City with the Series 2015 Continuing Disclosure Agreement, including
the timely provision of information and notices. Prior to making any filing in accordance with
such agreement, the Chief Financial Officer may consult with, as appropriate, the City Attorney
or Bond Counsel. The Chief Financial Officer, acting in the name and on behalf of the City,
shall be entitled to rely upon any legal advice provided by the City Attorney or Bond Counsel in
determining whether a filing should be made.
SECTION 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
APPRO\/ED AS TO
FORM & LANGUAGC
4304534/4/MlAMl 500
EXHIBIT A
SERIES 2OI5 PROJECT
The Series 2015 Project includes the following:
o Repair, replace and/or install curbs and gutters
o Reconstruct and/or raise streets and sidewalks
. 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
backfl ow 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 Improvements.
4304534/4/MtAMt
A-1
501
$_
CITY OF MIAMI BEACH, FLORIDA
Stormwater Revenue Bonds,
Series 2015
BOND PURCHASE AGREEMENT
201,5
Mayor and City Commission
City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beactr, Florida 33139
Ladies and Gentlemen:
Wells Fargo Bank National Association (the "Senior Managing Underwriter"), acting on
behalf of itself and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Siebert
Brandford Shank & Co., LLC (collectively, with the Senior Managing Underwriter, the
"Ljndernrriters"), offer to enter into this Bond Purchase Agreement (this "Purchase Agreement")
with the City of Miami Beach, Florida (the "City"), for the sale by the City and the purchase by
theUnderwritersoftheCity,s$-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
59100/00987622.DOCv5
502
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 $(which
purchase price is the aggregate principal amount of the Series 2015 Bonds of
$,p1us/minusanetoriginalissuepremium/discountof$-
andlessanUnderwriters,discountof$-).Thepurchasepriceforthe
Series 2015 Bonds shall be payable to the City in immediately available funds.
(b) In connection with the execution of this Purchase Agreement, the Senior
Managing Underwriter, on behalf of the Underwriters, has delivered to the
City a wire transfer credited to the order of the City in immediately available
federal funds in the aggregate amount of Dollars
($-)(the''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 hereinafter defined 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 t(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 20L5 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.
59100100987622.DoCv5
z
503
(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. [Upon delivery of the Series 2015 Bonds, the County shall
deposit into the Reserve Account a Reserve Account Insurance Policy issued
by-(the''Insurer'')(the''2015ReserveAccountInsurancePolicy'').}
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 Statement; provided, however, that the
Underwriters reserve the right to make concessions to certain dealers, certain
dealer banks and banks acting as agents and to change such initial public
offering prices as the Underwriters shall deem necessary in connection with
the marketing of the Series 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 Official Statement shall be provided for distribution, at the expense of the
City, in such quantity as may be requested by the Underwriters no later than
the earlier of (i) seven (7) business days after the date hereol or (ii) one (1)
business day prior to the Closing date, in order to permit the Underwriters to
comply with Rule 15c2-12 (the "Rule") of the Securities and Exchange
Commission ("SEC"), and the applicable rules of the Municipal Securities
(d)
(e)
59100/00987622.DOCv5
504
Rulemaking Board ("MSRB"), with respect to distribution of the Official
Statement
The Senior Managing Underwriter agrees to file the Official Statement with the
Electronic Municipal Market Access system ("EMMA") (accompanied by a
completed Form G-32) by the date of Closing. The filing of the Official Statement
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
ocflrrs 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 evenf condition or occurrence shall
notify the other party and il in the reasonable opinion of the City or the
reasonable opinion of the Senior Managing Underwriter, such event requires the
preparation and publication of an amendment or supplement to the Official
Statement, the City, at its expense, will promptly prepare an appropriate
amendment or supplement thereto, in a form and in a manner reasonably
approved by the Senior Managing Underwriter (and file, or cause to be filed, the
same with the MSRB, and mail such amendment or supplement to each record
owner of the Series 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 amendment, the other may
terminate this Purchase Agreement. The parties agree to cooperate in good
faith with regard to the form and manner of the supplement or amendment to
the Official Statement. Unless the City is otherwise notified by the Underwriters
in writing on or prior to the date of Closing, the end of the underwriting period
for the Series 2015 Bonds for all purposes of the Rule and this Purchase
Agreement is the date of Closing. In the event the written notice described in the
preceding sentence is given by the Underwriters to the City, such written notice
shall specify the date after which no participating underwriter, as such term is
defined in the Rule, remains obligated to deliver Official Statements pursuant to
paragraph (b)( ) of the Rule.
59/00100987622.DOCv5
505
(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 Statemen!
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:
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 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 legal, valid and binding obligations of the City, enforceable in
accordance with their terms. The Bond Resolution creates a lien upon and
pledge of Net Revenues, for the payment of principal and interest on the Series
2015 Bonds on parity and equal status with the City's Stormwater Revenue
Refunding Bonds, Taxable Series 2009I-2, Stormwater Revenue Bonds, Series
201,14, and Stormwater Revenue Refunding Bonds, Series 200118 and any other
Bonds hereinafter issued under the Bond Resolution (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 will
not contain any untrue statement of a material fact or omit to state any material
fact necessary to make the statements thereiry in the light of the circumstances
under which they were made, not misleading. In additioru 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
thereiry in the light of the circumstances under which they were made, not
misleading. The Series 2015 Bonds, the Bond Resolutiory 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.
(a)
(b)
59100/00987622.DOCv5
506
(c)The City is not in breach of or default under any applicable constitutional
provision, law or administrative regulation of the State of Florida or the United
States, or any agency or department of either, or any applicable judgment or
decree or any loan agreement, 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 whictu with the passage of time or the giving of notice, or bottr,
would constifute a default or event of default under any such instrument, in any
such case to the extent that the same would have a material and adverse effect
upon the business or properties or financial condition of the City or the
Stormwater Utility, including the City's receipts of the Net Revenues in the
amount contemplated by the Official Statement; and the execution and delivery
of the Series 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");l and
this Purchase Contract and the adoption of the Bond Resolutiory 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 regulatiory
judgment, decree, loan agreement, 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 subject 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 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 Undenrrriters as described herein; to provide funds to finance
the Series 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, (collectively, the "Rate
Instrument"); to enter into this Purchase Agreement, [the Financial Guaranty
AgreementJ and the Continuing Disclosure Agreement (collectively, the "Bond
Documents"), to issue and deliver the Series 2015 Bonds as provided in this
(d)
(e)
(0
59100100987622.DOCv5
507
(g)
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 Statemenq 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, 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, 201,4, 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, 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.
The City is not and has not been in default on any bond issued since
December 3"1, 1975 that would be considered material by a reasonable investor,
and the City has not served as a conduit issuer of bonds since such date.
Except as disclosed in the Official Statement, there is no claim, actiory sui!
proceeding, inquiry or investigation, at law or in equity, before or by any court,
govemmental agency, or public board or body, pending or, to the best of its
knowledge, threatened: (i) contesting the corporate existence or powers of the
Commissiory 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
(h)
(i)
0)
(k)
59100100987622.DOCv5
508
(l)
the Series 2015 Bonds or the collection of the Net Revenues, 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 decisiory 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 Resolutiory 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 Clty, enforceable in
accordance with their respective terms, except insofar as the enforcement thereof
may be limited by bankruptcp insolvency or similar laws relating to the
enforcement of creditors' rights.
The City will furnish such informatiory 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;'urisdictions of the United States of America
as the Senior Managing Underr,rrriter 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
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.
A.y 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 Agreemen! 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
(m)
(n)
(o)
(p)
59100/00987622.DOCv5
509
(q)
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 or permitted in the Bond Resolution
and as described in the Official Statement.
No representation or warranty by the City in this Purchase Agreement, nor any
statemenf certificate, document or exhibit furnished to or to be fumished by the
City pursuant to this Purchase Agreement contains, or will contain on the
Closing date, any untrue statement of material fact.
Between the date of this Purchase Agreement and the date of Closing, the City
will not, without the prior written consent of the Senior Managing Underwriter,
offer or issue any bonds, notes or other obligations for borrowed money, and the
City wilt not incur any material liabilitie+ direct or contingent, nor will there be
any adverse change of a material nature in the financial position, results of
operations or conditiory financial or otherwise, of the City, other than (i) as
contemplated by the Official Statement or (ii) in the ordinary course of business.
(r)
(s)
(0
(u)
(v)
(w)
59100100987622.DOCv5
510
SECTION 3.
On or before the acceptance by the City of this Purchase Agreemenf the Undervrrriters
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 . 201.5, 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 typewrittery 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:
(a) at the time of Closing: (i) the Bond Resolutiory 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 Undenvriter; (ii) the proceeds of the sale of the Series 2015
Bonds shall be applied as described in the Official Statemeng and (iii) the
Commission shall have duly adopted and there shall be in full force and effec!
resolutions as, in the opinion of Bond Counsel, shall be necessary in connection
with the transactions contemplated hereby;
(b) at or prior to the Closing, the Underwriters shall receive the following
documents:
(i) 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;
59100/00987622.DOCv5
10
511
(iv)
(ii) a supplemental opinion of Bond Counsel, dated the date of the Closing
and addressed to the Underwriters to the effect that: (A) they have
reviewed the statements in the Official Statement under the captions
["INTRODUCTION", "PURPOSE OF THE SERIES 2015 BONDS",
"THE SERIES 2015 BONDS" (except for information under the
subheading "Book-Entry Only System"), and "SECURITY FOR THE
SERIES 20L5 BONDS" (except for the information under the
subheading "RESERVE ACCOUNT EXISTING RESERVE
(iii)
ACCOUNT INSURANCE POLICY"),] and believe that, insofar as such
statements purport to summarize certain provisions of the Series 2015
Bonds and the Bond Resolutiory such statements present an accurate
summary of such provisions; (B) they have reviewed the statements in the
Official Statement under the caption "TAX MATTERS" and believe that
such statements are accurate; and (C) the 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
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!
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
59100100987622.DOCv5
11
512
transactions contemplated thereby and hereby; (C) the City has full legal
right, power and authority to pledge and grant a lien on the Net
Revenues, for the security of the Series 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 Statemen! (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 constifutes 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, 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 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 Statemenf 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 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
59100100987622.DOCv5
12
513
City (except as contemplated therein) pursuant to any note, mortgage,
deed of trusf 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;
(v) 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;
(vi) a customary signature certificate, dated the date of Closing, signed on
behalf of the City by the City Clerk of the City;
(vii) evidence satisfactory to the Senior Managing Underwriter that the
requirements of Section209 of the Bond Resolution have been satisfied;
(viii) Ietters 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 20L5 Bonds have been assigned ratings of " _" and " _"
with a "_ outlook," respectively, 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)
59100100987622.DOCv5
13
514
(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 thereiry 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
(x) such additional legal opinions, proceedings, instruments and other
documents as the Senior Managing Underwriter, Underwriters' Counsel
or Bond Counsel may reasonably request.
All of the opinions, letters, certificates, instruments and other documents mentioned in
this Purchase Agreement shall be deemed to be in compliance with the provisions of this
Purchase Agreement if, but only if, in the reasonable judgment of the Senior Managing
Underwriter and Undern riters' 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 return the Good Faith Deposit as provided in Section 1(b).
SECTION 7.
(a) The following costs and expenses relating to the transaction contemplated or
described in this Purchase Agreement shall be borne and paid by the City
regardless of whether 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 Underwriters may reques! fees and disbursements of Bond
Counsel; fees and disbursements of the City's Financial Advisor; any accounting
59100/00987622.DOCv5
L4
515
fees; the Bond Registrar fees; fees of the rating agencies; and any other fees as
described in Schedule A-L 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 and lodging of the City's employees and
representatives; the City's obligations in regard to these expenses survive even if
the underlying transaction fails to close or consummate.
(b) The Underwriters will pay: (i) the fees and disbursements of Underwriters'
Counsel; (ii) all advertising expenses in connection with the public offering of the
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
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, 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. The primary role of the Underwriters, is to purchase the Series 2015 Bonds, for resale
to investors, in an arm's-length commercial transaction between the City and the Underwriters.
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 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
Iegislation shall be favorably reported by such a committee or be introduced, by
amendment or othenrrise, iry or be passed by, the House of Representatives or
the Senate, or recommended to the Congress of the United States of America for
59/00/00987622.DOCv5
15
516
(b)
(c)
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 taxatiory or any other event shall have
occurred which results in or proposes the imposition of federal income taxatiory
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 opiniory materially and
adversely affects the market price of the Series 2015 Bonds.
Any legislatiory ordinance, rule, or regulation shall be introduced in or be
enacted by any govemmental body, department, or agency of the United States
or of any state, or a decision by any court of competent jurisdiction within the
United States or any state shall be rendered which, in the Senior Managing
Underwriter's reasonable opinion, materially adversely affects the market price
of the Series 2015 Bonds.
A stop order, ruling regulatiory or official statement by, or on behalf of, the SEC
or any other governmental agency having jurisdiction of the subject matter shall
be issued or made to the effect that the issuance, offering, or sale of obligations of
the general character of the Series 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 "1,934 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.
(d)
59100100987622.DOCv5
L6
517
(e)
(0
(g)
Any event shall have occurred, or information shall have become knowry which,
in the Senior Managing Underwriter's reasonable opinion, makes untrue in any
material respect any representation by or certificate of the City hereunder, or any
statement or information furnished to the Underwriters by the City for use in
connection with the marketing of the Series 20L5 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 governmental 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, Erny 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 federal, Florida or New York authorities or a
major financial crisis or material disruption in commercial banking or securities
settlement or clearance services shall have occurred.
Any proceeding shall be pending, or to the knowledge of the Underwriters,
threatened, to restrairy 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 201,5 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
Undervrrriters.
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 declaratiory 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.
(h)
(i)
0)
59100100987622.DOCv5
17
518
Prior to Closing, any of the rating agencies which have rated the Series 2015
Bonds shall inform the City or the Underwriters that the Series 2015 Bonds will
be rated lower than the respective rating published in the Official Statement or
there shall have occurred or any notice shall have been given of any
downgradin& suspension, withdrawal, or negative change of credit watch status
by any national rating service to any Bonds.
There shall have occurred, after the signing hereof, either a financial crisis with
respect to the City or any agency or political subdivision thereof or proceedings
under the bankruptcy laws of the United States or the State of Florida shall have
been instituted by the City, in either case the effect of which, in the reasonable
judgment of the Senior Managing Underwriter, is such as to materially and
adversely affect the market price or the marketability of the Series 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
given by delivering the same in writing as follows:
To the City at:
City of Miami Beach, ftorida
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
2363 Gulf-to-Bay Boulevard
Clearwater, Florida 33765
Attention: ]. Michael Olliff
(k)
(l)
59100/00987622.DOCv5
18
519
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 persory partnership,
association or corporation shall acquire or have any right hereunder or by virtue hereof.
SECTION 12.
All the representations, warranties and agreements of the Underwriters and the City in
this Purchase Agreement shall remain operative and in full force and effect and shall survive
delivery of and payment for the Series 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]
59/00/00987622.DOCv5
19
520
If the foregoing is acceptable to you, please sign below and this Purchase Agreement
will become a binding agteement between the City and the Underwriters.
Very Truly Yours,
WELLS FARGO BANK NATIONAL
ASSOCIATION, on behalf of itself and
CITIGROUP GLOBAL MARKETS INC., ].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.DOCv5
20
521
EXHIBIT A
(Disclosure and Truth-in-Bonding Statement)
c_
CITY OF MIAMI BEACH, FLORIDA
Stormwater Revenue Bonds
Series 2015
20]5
Mayor and City Commission
City of Miami Beactr, Florida
1.700 Convention Center Drive
Miami Beactu 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 Underwrite{'), 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 "I-Jnderwriters"), 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 undern riting 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 consideratiory 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)
s9 I OO I 00987 622.DOCv5Exhibit A- 1
522
The total underwriting spread is $($ /$1,000 of Bonds).
The Management Fee is $_ ($J$1,000 of Bonds).
The Underwriters'Expenses are $($ /$1,000 of Bonds).
No other fee, bonus or other compensation has been or will be paid by the
Underwriters in connection with the issuance of the Series 2015 Bonds to any
person not regularly employed or retained by the Underwriters, except
Underwriters' Counsel, Bryant Miller Olive P.A., as shown on Schedule A-1
hereto, including any "finder" as defined in Section 218.386(1Xa), Florida
Statutes, as amended.
The names and addresses of the Underwriters are:
Wells Fargo Bank, National Association
2363 Gulf-to-Bay Blvd, Suite 200
Clearwater, Florida 33765
Attn: J. Michael Olliff
Citigroup Global Markets Inc.
100 North Tampa Street, Suite 3750
Tampa, Florida 33602
Atbr: Kevin Dempsey
].P. Morgan Securities LLC
1450 Brickell Ave, 33rd Floor
Miami, FL 33131
Attn: T.J. Whitehouse
Siebert Brandford Shank & Co., LLC
1025 Connecticut Avenue NW, Suite 1202
Washingtorr DC 20036
Attn: Jon Kim
(h)TheCityisproposingtoissue$-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
-"h,
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.
se lw I 0oe87522.DoCv5Exhibit A-2
(c)
(d)
(e)
(0
(g)
523
The anticipated source of repayment or security for the Series 2015 Bonds is the
Net Revenues (as defined in the Bond Resolution, which in turn is defined in the
Purchase Agreement). Authorizing these obligations will result in an annual
amountofapproximateIy$-(totaldebtservicedividedby-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]
(i)
se I 00 lme87 5z2.DOCv5Exhibit A-3
524
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., I.P.
MORGAN SECURITIES LLC and SIEBERT
BRANDFORD SHANK & CO., LLC
Name:
Title:
By,
se 100 I 00e87 622.DoCvSExhibit A-4
525
SCHEDULE'A-1."
DETAILED BREAKDOWN OF UNDERWRITERS' DISCOUNT
CITY OF MIAMI BEACH, FLORIDA
Stormwater Revenue Bonds
Series 2015
Soread Breakdown
-
Underwriterff akedown :
Expenses:
Total
Expense Breakdown
Total
$/$1.000 Amount
$/51.000 Amount
s
59 100 1009s7 622.DOCv5Schedule A-1
526
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
$--Y"TermBondDueSeptemberL,)Yield-%;Price-%
$--"/"TermBondDueSeptember7,iYield-%;Price-%
[Insert Redemption Provisions]
59 I 00 I 00987 522.DOCvS {5910 0 I 00987 622.DOCvS }
Exhibit B-1
527
of
DISCLOSURE DISSEMINATION AGENT AGREEMENT
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 lssuer 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 l. 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) and2(D,by which the Annual
Report is to be filed with the MSRB.
"Annual Financial Information" means annual financial information as such term is used
in paragraph (b)(5)(i) of the Rule and specified in Section 3(a) of this Disclosure Agreement.
"Annual Report" means an Annual Report described in and consistent with Section 3 of
this Disclosure Agreement.
"Audited Financial Statements" means the financial statements (if any) of the Issuer for
the prior Fiscal Yeat, certified by an independent auditor as prepared in accordance with
generally accepted accounting principles or otherwise, as such term is used in paragraph (b)(5xi)
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/ZMtAMt 528
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 effor 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 Intemet users generally, or in the
local area in which the Disclosure Dissemination Agent or the MSRB is located, or acts of any
government, regulatory or any other competent authority the effect of which is to prohibit the
Disclosure Dissemination Agent from perforrnance of its obligations under this Disclosure
Agreement.
"Holder" means any person (a) having the power, directly or indirectly, to vote or consent
with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds
through nominees, depositories or other intermediaries) or (b) treated as the owner of any Bonds
for federal income tax purposes.
o'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 158(bX1) of the Securities Exchange Act of 1934.
"Notice Event" means any of the events enumerated in paragraph (b)(s)(ixC) 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).
"Offrcial Statement" means that Offrcial Statement prepared by the Issuer in connection
with the Bonds.
4304536/ZMtAMt 529
"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 torty (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 Dissemination Agent with an electronic copy of the Annual Report and
the Certification no later than two (2) business days prior to the Annual Filing Date, or (ii)
instruct the Disclosure Dissemination Agent in writing that the Issuer will not be able to file the
Annual Report within the time required under this Disclosure Agreement, state the date by which
the Annual Report for such year will be provided and instruct the Disclosure Dissemination
Agent that a Failure to File Event has occurred and to immediately send a notice to the MSRB in
substantially the form attached as Exhibit B.
(c) If the Disclosure Dissemination Agent has not received an Annual Report and
Certification by 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) and 2(b) with the MSRB;
4304536/2/MtAMt 530
(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(bxii) with the MSRB, identifying the Notice Event as instructed by
the Issuer pursuant to Section 4(a) or 4(b)(ii) (being any of the categories set forth below)
when filing pursuant to the Section of this Disclosure Agreement indicated:
l. "Principal and interest payment delinquencies," pursuant to
Sections 4(c) and a(aXl);
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(a)(6);
7 . "Modifications to rights of securities holders, if material," pursuant
to Sections 4(c) and a@)Q);
8. o'Bond calls, if material, and tender offers" pursuant to Sections
4(c) and a(a)(8);
9. "Defeasances," pursuant to Sections 4(c) and a@)Q);
10. "Release, substitution, or sale of property securing repayment of
the securities, if material," pursuant to Sections 4(c) and a(a)(l0);
I l. "Rating changes," pursuant to Sections 4(c) and a(a)(l1);
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/MtAMt 531
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 a(a)(l3); 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@)QQ.
(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, identifuing 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 11:59 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 lnformation
with respect to the Stormwater Utility for the prior Fiscal Year: the information in the Offrcial
Statement under the captions ["THE STORMWATER UTILITY - Rates. Fees and Charqes" 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 Section 2(d).
4304536/2/MtAMt 532
Any or all of the items listed above may be included by specific reference to other
documents, including offrcial 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 Intemet Website. If the document
incorporated by reference is a final official statement, it must be available from the MSRB. The
Issuer will clearly identify each such document so incorporated by reference.
Any Annual Financial Information containing modified operating data or financial
information is required to explain, in narrative form, the reasons for the modification and the
impact of the change in the type of operating data or financial information being provided.
SECTION 4. Reporting of Notice Events.
(a) The occurrence of any of the following events with respect to the Bonds
constitutes a Notice Event:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial
difficulties;
4. Unscheduled draws on credit enhancements relating to the Bonds
refl ecting financial 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;
7. Modifications to rights of Bond holders, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds,
if material;
I l. Rating changes on the Bonds;
12. Bankruptcy, insolvency, receivership or similar event of the Obligated
Person;
Note: for the purposes of the event identified in this subsection a@)(12), the event is considered to
occur when any of the following occur: the appointment of a receiver, fiscal agent or similar fficer for an
4304536/ZMlAMt 533
Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state
orfederal lan inwhich a court or governmental authority has assumedjurisdiction 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 governmentol authority, or the entry of qn order confirming a plan of reorganization,
alrangement 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,
notifr the Disclosure Dissemination Agent in writing of the occurrence of a Notice Event. Such
notice shall instruct the Disclosure Dissemination Agent to report the occurrence pursuant to
subsection (c) and shall be accompanied by a Certification. Such notice or Certification shall
identiff 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 identifiz the date the Issuer desires for the Disclosure
Dissemination Agent to disseminate the information (provided that such date is not later than the
tenth (1Oth) business day after the occurrence of the Notice Event).
(b) The Disclosure Dissemination Agent is under no obligation to notifu 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 (l0th) 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 identiff the date the Issuer desires for the Disclosure Dissemination Agent to
disseminate the information (provided that such date is not later than the tenth (l0th) 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 (bXiD 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/ZMtAMt 534
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 CUSP 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 l0b-5 promulgated under the Securities Exchange Act of 1934, may apply to the
Issuer, and that the failure of the Disclosure Dissemination Agent to so advise the Issuer shall not
constitute a breach by the Disclosure Dissemination Agent of any of its duties and
responsibilities under this Disclosure Agreement. The Issuer acknowledges and understands that
the duties of the Disclosure Dissemination Agent relate exclusively to execution of the
mechanical tasks of disseminating information as described in this Disclosure Agreement.
SECTION 7. Voluntary Reports.
(a) The Issuer may instruct the Disclosure Dissemination Agent to file information
with the MSRB, from time to time pursuant to a Certification of the Disclosure Representative
accompanying such information (a "Voluntary Report").
(b) Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from
disseminating any other information through the Disclosure Dissemination Agent using the
means of dissemination set forth in this Disclosure Agreement or including any other
information in any Annual Report, Audited Financial Statements, Voluntary Report, Notice
Event notice or Failure to File Event notice, in addition to that required by this Disclosure
Agreement. If the Issuer chooses to include any information in any Annual Report, Audited
Financial Statements, Voluntary Report, Notice Event notice, or Failure to File Event notice in
addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have
no obligation under this Disclosure Agreement to update such information or include it in any
future Annual Report, Audited Financial Statements, Voluntary Report, Notice Event notice or
Failure to File Event notice.
SECTION 8. Termination of Reporting Oblieation. The obligations of the Issuer and
the Disclosure Dissemination Agent under this Disclosure Agreement shall terminate with
respect to the Bonds upon the legal defeasance, prior redemption or payment in full of all of the
Bonds, when the Issuer is no longer an Obligated Person with respect to the Bonds, or upon
delivery by the Disclosure Representative to the Disclosure Dissemination Agent of an opinion
of nationally recognized bond counsel to the effect that continuing disclosure is no longer
required.
SECTION 9. Disclosure Dissemination Agent. The Issuer has appointed Digital
Assurance Certification, L.L.C. as exclusive Disclosure Dissemination Agent under this
Disclosure Agreement. The Issuer may, upon thirty 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/ZMtAMr 535
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
lssuer.
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 I l. Duties. Immunities and Liabilities of Disclosure Dissemination Aeent.
(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 lssuer has provided such information to the Disclosure Dissemination
Agent as required by this Disclosure Agreement. The Disclosure Dissemination Agent shall
have no duty with respect to the content of any disclosures or notice made pursuant to the terms
hereof. The Disclosure Dissemination Agent shall have no duty or obligation to review or verify
any Information or any other information, disclosures or notices provided to it by the Issuer and
shall not be deemed to be acting in any fiduciary capacity for the Issuer, the Holders of the
Bonds or any other party. The Disclosure Dissemination Agent shall have no responsibility for
the Issuer's failure to report to the Disclosure Dissemination Agent a Notice Event or a duty to
determine the materiality thereof. The Disclosure Dissemination Agent shall have no duty to
determine, or liability for failing to determine, whether the Issuer has complied with this
Disclosure Agreement. The Disclosure Dissemination Agent may conclusively rely upon
certifications of the Issuer at all times.
The obligations of the Issuer under this Section shall survive resignation or removal of
the Disclosure Dissemination Agent and defeasance, redemption or payment of the Bonds.
(b) The Disclosure Dissemination Agent may, from time to time, consult with legal
counsel (either in-house or external) of its own choosing in the event of any disagreement or
controversy, or question or doubt as to the construction of any of the provisions hereof or its
respective duties hereunder, and shall not incur any liability and shall be fully protected in acting
in good faith upon the advice of such legal counsel. The reasonable fees and expenses of such
counsel shall be payable by the Issuer.
4304536/2yMtAMt 536
(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 identiSing 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
offrcial interpretation of the Rule; provided neither the Issuer or the Disclosure Dissemination
Agent shall be obligated to agree to any amendment modifuing 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. Not'withstanding anything to
the contrary contained in this Disclosure Agreement, the lssuer shall be required to use only
Revenues to pay any costs and expenses to be incurred in the performance of this Disclosure
Agreement by it, and the performance of its obligations hereunder shall be subject to the availability
of Revenues for that purpose; provided, that any such costs and expenses shall constitute Current
Expenses under the Bond Resolution. This Disclosure Agreement does not and shall not constitute
a general obligation of the Issuer. No covenant, stipulation, obligation or agreement of the lssuer
contained in this Disclosure Agreement shall be deemed to be a covenant, stipulation, obligation or
agreement of any present or future officer, agent or employee of the Issuer in other than that
person's official capacity.
SECTION 14. Beneficiaries. This Disclosure Agreement shall inure solely to the
benefit of the Issuer, the Disclosure Dissemination Agent, the Underwriter, and the Holders from
time to time of the Bonds, and shall create no rights in any other person or entity.
SECTION 15. Govemins Law. This Disclosure Agreement shall be governed by the
laws of the State of Florida.
SECTION 16. Counterparts. This Disclosure Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
4304536/ZMtAMt
10
537
The Disclosure Dissemination Agent and the Issuer have caused this Disclosure
Agreement to be executed, on the date first written above, by their respective officers duly
authorized.
DIGITAL ASSURANCE CERTIFICATION,
L.L.C., as Disclosure Dissemination Agent
Name:
Title:
CITY OF MIAMI BEACH, FLORIDA,
as Issuer
Patricia D. Walker
Chief Financial Officer
By:
By:
1t
4304536/ZMtAMt 538
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:
CUSIP Numbers:
,2015
,2015
A-1
4s04536/ZMtAMt 539
EXHIBIT B
NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT
City of Miami Beach, Florida
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
Issuer:
Obligated Person: City of Miami Beach, Florida
Name of Bond Issue: Stormwater Revenue Bonds, Series 2015
Date of Issuance:20t5
B-l
4304535/2/MtAMt 540
AGENDA DRAFT - O4l08/15
PRELINIINARY OFFICIAL STATENIENT DATED -,2015
NEW ISSUE - Book-Entry-Only Ratings: Moody's: "_"
S&P: "
(See "RATNGS" herein)
In the opinion of Squire Patton Boggs (US) LLP, Bond Counsel, under existing law (i) assuming
continuing compliance with certain covenants and the accuracy of certain representations, interest on the
Series 2015 Bonds is exchtdedfrom gross incomeforfederal 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 taxation under the laws of the State
of Florida, except estate taxes imposed by Chapter 198, Florida Statutes, as amended, and net income and
franchise taxes imposed by Chapter 220, Florida Statutes, as amended. Interest on the Series 2015 Bonds
may be xbject to certain federal taxes imposed only on certain corporations, including the corporate
alternative minimum tax on a portion of that interest. For a more complete discttssion of the tax aspects
relating to the Series 2015 Bonds, see the discussion under the heading "TAX MATTERS" herein.
r.- .i,r
--.-$90,000,000*
CITY OF MIAMI BEACH, FLORIDA
STORMWATER REVENUE BONDS
SERIES 2015
i,]li"'3lil*": 1-r-:-":-:I1 i----::-:Ti-:i::.. :.:1. t:- t!:t.-- ::i..""i I {
Dated: Date of Delivery Due: September 1, 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 or any whole multiple 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 1, 2015 and
semiannually on each March 1 and September I thereafter. U.S. Bank National Association, Miami,
Florida, will serve as the initial bond registrar and paying 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, and (ii) pay the costs of issuing the
Series 2015 Bonds. See "PIIRPOSE 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, as described herein (the "Pledged
Revenues"), shall be on a parity with the first lien on and pledge of the Pledged Revenues (i) granted in
favor of the City of Miami Beach, Florida Stormwater Revenue Refunding Bonds, Taxable Series 2009J-2,
the City of Miami Beach, Florida Stormwater Revenue Bonds, Series 2011A and the City of Miami Beach,
Florida Stormwater Revenue Refunding Bonds, Series 20118, and (ii) that may be granted by the City in
541
favor of Additional Bonds, Refunding Bonds, Alternative Parity Debt and parity Short-Term Indebtedness;
provided, however, that no deposit to the Reserve Account shall be made in connection rvith 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
2015 BONDS SOLELYFROMTHEPLEDGEDREVENUES. THE SERIES 2OI5 BONDS SHALLNOT
CONSTITUTE AN INDEBTEDNESS OF THE CITY, MIAMI-DADE COLTNTY, FLORIDA, THE
STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF
ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION AND THE FAITH AND
CREDIT OF THE CITY, MIAMI.DADE COLINTY, 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
SHAIL NOT DIRECTLY, INDIRECTLY OR CONTINGENTLY OBLIGATE THE CITY, MIAMI-DADE
COLINTY, 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
2015 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 offeredwhen, as and if isrued 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
Undenvriters by Bryant Miller Olive P.A., Miami, Florida, as Counsel to the (Jnderutiters. kBC Capital
Markets, LLC, Miami, Florida, is sertting as Financial Advisor to the City in connection with the issuance
of the Series 2015 Bonds. It is expected that the Seies 2015 Bonds will be available for delivery through
DTC in New York, New York on or about , 2015.
Wells Fargo Securities
Citigroup J.P. Morgan Siebert Brandford Shank & Co., LLC
Dated:20t5
* Preliminary, subject to change
542
Red herring: This Prelirninary Official Statentent and the information contained herein are subject to
amendment and completion tvithout notice. The Series 2015 Bonds mq!- not be sold and offers to buy may
not be accepted prior to the tinte the Official Statement is delivered in final form. IJnder no circurnstances
shall this Preliminary Official Statement constitute on ofer to sell or the solicitation of an o.ffer to buy, nor
shall there be any sale oJ-the Series 201 5 Bonds in any jurisdiction in yvhich such offer, solicitation or sale
wotild be unluwful prior to registration or qualification wtder the securities la**s of any such jurisdiction.
543
MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES,
PRICES, YIELDS AND INITIAL CUSIP NUMBERS*t
$ Series 2015 Serial Bonds
Due
GSplemUer U
2016
2017
2018
2019
2020
202t
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
204s
Principal
Amount
$
Interest
Rate
%
Initial
CUSIP Number
59324-
59324-
59324-
59324-
59324-
59324-
59324-
59324-
59324-
59324-
59324-
s9324-
59324-
59324-
59324-
59324-
59324-
59324-
59324-
59324-
59324-
59324-
59324-
59324-
59324-
59324-
59324-
s9324-
59324-
59324
Price Yield
%
544
$_ _% Term Series 201 5 Bonds Due Septemb er l, 20-- Price: _ I Yield: _o/o
Initial 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.
545
CITY OF MIAMI BEACH, FLORIDA
MAYOR
Philip Levine
CITY COMMISSION
Jonah Wolfs on, Vice-May or
Michael Grieco, Commissioner
Joy Malakoff, Commissioner
Micky Steinberg, Commissioner
Edward L. Tobin, Commissioner
Deede Weithorn, Commissioner
ADMINISTRATION
City Manager
Jimmy L. Morales, Esquire
Chief Financial Ofticer
Patricia D. Walker, C.P.A., C.G.M.A.
City Attorney
RaulJ. Aguila, Esquire
City Clerk
Rafael E. Cranado, Esquire
Bond Counsel
Squire Patton Boggs (US) LLP
Miami, Florida
Disclosure Counsel
Law Offices of Steve E. Bullock, P.A.
Miami, Florida
Assistunt City Manager
John M. Taxis
Public lVorks Director
Eric T. Carpenter, P.E.
CONSULTANTS
Independent Auditors
Crowe Horwath LLP
Fort Lauderdale, Florida
Financial Advisor
RBC Capital Markets, LLC
Miami, Florida
Consulting Engineers
AECOM
Coral Gables, Florida
546
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 anyprovisions 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 forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause actual results, performance or achievements
described to be materially different from any future results, performance or achievements expressed or
implied by such forward-looking statements. The City does not plan to issue any updates or revisions to
those forward-looking statements if or when its expectations or events, conditions or circumstances on
which such statements are based occur.
THE SERIES 2015 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, NORHAS THE BOND RESOLUTION
BEEN QUALIFIED UNDERTHE TRUST INDENTURE ACT OF 1939, 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
547
OFFICIAL STATEMENT OR APPROVED OR RECOMMENDED THE SERIES 2015 BONDS FOR
SALE. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE.
IN CONNECTION WITH THIS OFFERING, THE LTNDERWRITERS 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 STABILZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME. THE TINDERWRITERS MAY OFFER AND SELL THE SERIES 2015 BONDS TO CERTAIN
DEALERS AND OTHERS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED
ON THE INSIDE COVERPAGE OF THIS OFFICIAL STATEMENT, AND SUCH PUBLIC OFFERING
PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITERS.
THIS OFFICIAL STATEMENT SHALL NOT CONSTITUTE A CONTRACT BETWEEN THE
CITY OR THE UNDERWRITERS AND ANY ONE OR MORE HOLDERS OF THE SERIES 2OI5
BONDS.
THIS OFFICIAL STATEMENT IS BEING PROVIDED TO PROSPECTIVE PIIRCHASERS
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 BOLIND 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).
548
TABLE OF CONTENTS
Page
INTRODUCTION. I
PURPOSE OF THE ISSUE. 2
General.
Series 2015 Project..
ESTIMATED SOURCES AND USES OF FUNDS.
DESCRIPTION OF THE SERIES 2OI5 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 Parity Indebtedness
Subordinated Indebtedness
Modifications or Supplements to Bond Resolution.
THE STORMWATER UTILITY.
General.
Public Works Department.
Existing Stormwater Utility.
Capital Improvement Program.
Govemment Regulations.
Rates, Fees and Charges
Billing andCollection. . . . .
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.
UNDERWRITING..
EXPERTS.
FINANCIAL STATEMENTS. . . .
FINANCIAL ADVISOR.
CONTINGENT FEES.
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY LAWS
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AUTHORZATIONCONCERNINGOFFICIALSTATEMENT.... ... 41
MISCELLANEOUS.. ....41
APPENDX A - General lnformation and Economic Data Regarding the City of Miami Beach,
Florida and Miami-Dade County, Florida
APPENDIX B - City of Miami Beach, Florida Engineer's Report for the Stormwater Revenue
Bonds, Series 2015
APPENDIX 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
APPENDX F - Proposed Form of Opinion of Disclosure Counsel
APPENDX G - Form of Disclosure Dissemination Agent Agreement
1V
550
OFFICIAL STATEMENT
reloting 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 $90,000,000x aggregate principal amount of Stormwater Revenue Bonds, Series 2015 (the "series
2015 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"). For a 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"), $11,885,000 of which are currently Outstanding; (ii) $52,130,000
original principal amount of City of Miami Beach, Florida Stormwater Revenue Bonds, Series 2011A (the
"Series 2011A 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 2011B (the "series
20118 Bonds" and, together with the Series 2011A Bonds, the "Series 20ll Bonds"),526,240,000 of
which are currently Outstanding. The Series 2009 Bonds and the Series 2011 Bonds are collectively
referred to as the "Outstanding Bonds." The Series 2015 Bonds, the Outstanding Bonds and any Additional
Bonds and Refunding Bonds hereafter issued are collectively referred to as the "Bonds."
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 Outstanding Bonds and any other Bonds,
Alternative Parity Debt or parity Short-Term Indebtedness that may be issued from time to time under the
Bond Resolution; provided, however, that no deposit to the Reserve Account shall be made in
connection with the issuance ofthe 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 Series
* Preliminary, subject to change.
551
2011 Bonds or any other Bonds that may be issued under the Bond Resolution. See "SECURITY
AND SOURCES OF PAYMENT - General and - 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 reports. 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 meanings 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)
finance aportion of the costs of certain capital improvements currentlycontemplated aspart of the City's
five-year program to improve and enhance the effectiveness of the Stormwater Utility (the "Series 2015
Project"), and (ii) pay the costs of issuance of the Series 2015 Bonds.
Series 2015 Project
The improvements to the Stormwater Utility expected to be made with a portion of the proceeds
of the Series 2015 Bonds are part of the additions and upgrades recommended in the master plans for the
Stormwater Utility. The master plans were prepared by engineering consultants retained for such purpose
by the City. See "THE STORMWATER UTILITY - Capital Improvement Program" herein. The
improvements comprising the Series 2015 Project include the following:
(i) Repair, replacement and/or installation of curbs and gutters;
(ii) Reconstruction and/or raising of streets and sidewalks;
(iii) Repair, replacement and/or installation of collection systems (including, but not limited to,
catch basins, manholes and storage facilities);
(iv) Construction of pumping stations and water quality treatment devices;
(v) Repair and/or upgrade of existing outfalls (including, but not limited to, tidal backflow
prevention devices); and
(ri) Any additional improvements to the Stormwater Utility the City Commission may approve
by resolution as part of the Series 2015 Project in addition to and/or in lieu of one or more
of the foregoing improvements.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
552
ESTIMATED SOURCES AND USES OF FUNDS
The following table sets forth the estimated sources and uses of funds in connection with the
issuance ofthe Series 2015 Bonds:
Sources of Funds
Par Amount of Series 2015 Bonds
Net Original Issue Premium/Discount
Total Estimated Sources of Funds
Uses of Funds
Deposit to Series 2015 Construction Subaccount(')
Deposit to Series 2015 Cost of Issuance Subaccount(')
Underwriters' Discount
Total Estimated Uses of Funds
(1) See "PURPOSE OF THE ISSUE - Series 2015 Project" herein.(2) To pay certain costs of issuance of the Series 201 5 Bonds, including, without limitation, printing costs, bond
counsel fees, disclosure counsel fees, fees ofthe financial advisor and fees ofthe Consulting Engineers.
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. lnterest on the Series 2015 Bonds is payable semiannually commencing on
September 1,2075 and on each March 1 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 serve as the paying agent and as the bond registrar for the Series
2015 Bonds (collectively, the "Bond Registrar").
In any case where the maturity date of, or the date for the payrrrent of the principal of or interest
on the Series 2015 Bonds, or the date fixed for redemption of the Series 201 5 Bonds shall not be a business
day, then payment of such interest or principal or redemption price need not be made by the Bond Registrar
on such date but may be made on the next succeeding business day with the same force and effect as if
made on the date of maturity or the date fixed for redemption, and no interest shall accrue for the period
after such date of maturity or redemption.
The Series 2015 Bonds will be issued as fully registered bonds, without coupons, in denominations
of $5,000 or any whole multiple thereof, and when issued, will be registered in the name of Cede & Co.,
as registered owner and nominee of The Depository Trust Company, New York, New York ("DTC").
Purchases of beneficial interests in the Series 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
553
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 1,2025 are not subject to redemption
prior to maturity. The Series 2015 Bonds maturing on or after September I, 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 Sinking 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 specif,red:
Due
(September 1)
*
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 specify the redemption date and the place or places where amounts due upon
such redemption will be payable and, if less than all of the Series 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.
554
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 Redemption. On the date so designated for redemption, notice having been
filed and mailed in the manner and under the conditions described above, the Series 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
have no rights in respect thereof except to receive payment of the redemption price thereof and accrued
interest thereon.
Book-Entry Only System
The following description of the procedures and record keeping with respect to beneficial
ownership interests in the Series 2015 Bonds, payment of the principal of and interest on the Seies 2015
Bonds to DTC Participants or Beneficial Owners (as strch terms are hereinafter defined) of the Series 201 5
Bonds, confirmation and transfer of beneficial ownership interest in the Series 2015 Bonds and other
related trqnsactions by and between DTC, the DTC Participants and the Beneficial Owners of the Series
2015 Bonds is based solely on informationfurnished by DTC on its websitefor inclusion in this Official
Statement. Accordingly, neither the City nor the Undenyriters can make qny representation concerning
these matters or tqke any responsibility for the accuracy or completeness of snch information.
DTC 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., as DTC's partnership nominee,
or such other name as may be requested by an authorized representative of DTC. One fully-registered
Series 2015 Bond certificate will be issued for each maturity of the Series 2015 Bonds, each in the
aggregate principal amount of such maturity, as set forth on the inside cover page of this Official
Statement, and will be deposited with DTC.
DTC, the world's largest depository, is a limited-purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues
of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments
from over one hundred (100) countries that its participants ("Direct Participants") deposit with DTC. DTC
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also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions
in deposited securities, through electronic computerized book-entry transfers and pledges between Direct
Participants' accounts, thereby eliminating the need for physical movement of securities certificates. Direct
Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust
& Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing
Corporation and Fixed lncome Clearing Corporation, all of which are registered clearing agencies. DTCC
is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others
such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing
corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly
or indirectly ("Indirect Participants" and, together with Direct Participants, "DTC Participants"). DTC has
Standard & Poor's rating of AA+. The DTC rules applicable to the DTC Participants are on file with the
Securities and Exchange Commission. More information about DTC can be found at www.dtcc.colq 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 201 5 Bond ("Beneficial Owner") is in turn to be recorded
on the DTC Participants' records. Beneficial Owners will not receive written confirmation from DTC of
their purchase but Beneficial Owners are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the DTC Participant through which the
Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2015 Bonds
are to be accomplished by entries made on the books of DTC Participants acting on behalf of Beneficial
Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series
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 2015 Bonds deposited by Direct Participants with DTC
are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be
requested by an authorized representative of DTC. The deposit of Series 2015 Bonds with DTC and their
registration in the name of Cede & Co., or such other DTC nominee, will not effect any change in
beneficial ownership of the Series 2015 Bonds. 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 DTC
Participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by DTC Participants to Beneficial Owners, will be govemed by
arrangements among them, subject to any statutory or regulatory requirements as may be in effect from
time to time. Beneficial Owners of 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, defaults and proposed amendments to the documents securing the Series 2015 Bonds. 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
altemative, Beneficial Owners may wish to provide their names and addresses to the Bond Registrar and
request that copies of notices are provided directly to them.
Redemption notices shall be sent by the Bond Registrar to DTC. If less than all of the Series 2015
Bonds within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest
of each Direct Participant in such issue to be redeemed.
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Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to
Series 2015 Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under
its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date.
The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose
accounts the Series 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 to such
other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit
Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the
City or the Bond Registrar on the payable date in accordance with their respective holdings shown on
DTC's records. Payments by DTC Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name," and will be the responsibility of such Participant and not of
DTC, nor its nominee, the Bond Registrar or the City, subject to any statutory or regulatory requirements
as may be in effect from time to time. Payment of principal and interest to Cede & Co. (or such other
nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or
the Bond Registrar, disbursement of such payments to Direct Participants shall be the responsibility of
DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of DTC
Participants.
When reference is made to any action which is required or permitted to be taken by the Beneficial
Owners, such reference shall only relate to those permitted to act (by statute, regulation or otherwise) on
behalf of such Beneficial Owners for such purposes. When notices are given, they shall be sent by the City
only to DTC.
NEITHER THE CITY NOR THE BOND REGISTRAR WILL HAVE ANY
RESPONSIBILITY OR OBLIGATION TO ANYDIRECT OR INDIRECT PARTICIPANT OR THE
PERSONS FOR WIIOM 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 UNDER THE BOND RESOLUTION, THE
SELECTION BY DTC OR ANY DIRECT OR INDIRECT PARTICIPANT OR ANY PERSON TO
RECEIVE PAYMENT IN THE E\'ENT OF A PARTIAL REDEMPTION OF THE SERIES 2015
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 2OI5 BONDS SHALL MEAN
CEDE & CO., AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2015
BONDS.
Discontinuance of Book-Entry Only System
ln 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
557
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 201 5 Bonds
to any DTC Participant having Series 2015 Bonds credited to its DTC account; or (ii) to arange 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 first 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 fubitrage Rebate Fund (collectively, the "Pledged Revenues"). See APPENDX D - The Resolution
for a further description of the sources of funds pledged as security for the Bonds and referred to herein
as the Pledged Revenues. The Series 2015 Bonds are payable from and secured by the Pledged Revenues
on a parity with the Outstanding Bonds and any other Bonds, Altemative Parity Debt or parity Short-Term
lndebtedness that may be issued from time to time under the Bond Resolution; 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 Series 2011 Bonds or any other Bonds that may
be issued 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, "Pledged Revenues" shall not be deemed to include Special Assessments or Impact 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
558
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 payrnents to pension or retirement funds
properly chargeable to the Stormwater Utility, insurance premiums, engineering expenses relating to
maintenance, repair and operation, fees and expenses ofthe 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 lnsurance Policies, Reserve
Account Letters of Credit or Interest Rate Swaps (other than pa).rnents due under an Interest Rate Swap
on a parity with interest due on the Bonds and termination payments thereunder), and any other expenses
required to be paid by the City in connection with the 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. A11 such funds and
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 operation of the Stormwater Utility into the
Enterprise Fund. Not later than the twentieth (20'h) day of each month, the City will withdraw from the
Enterprise Fund (except for an amount equal to the next two (2) month's Current Expenses under the
Annual Budget, which amount shall be held for the payrnent 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
(1/6) 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 (1/6), of the next maturing
installment of principal on all Serial Bonds then Outstanding; provided, however, that in each
month intervening between the date of delivery of Bonds and the next succeeding lnterest 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
559
proceeds of the Bonds) for such next succeeding interest pa)rynent 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
(lll2) or, if any Bonds are required to be retired semiannually in satisfaction of the Amortization
Requirements therefor, one-sixth (1/6), of the principal amount of Term Bonds of each Series
required to be retired in satisfaction of the Amortization Requirements, if any, for such Fiscal Year;
(") 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
City Commission; and
(e) To the Subordinated Indebtedness Account, an amount, if any, equal to the sum
of one-twelfth (lll2) of the principal, redemption premium, if any, and interest coming due on any
Subordinated Indebtedness during the succeeding twelve (12) month period and the amount, if any,
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
to be used for the specific purposes for which such Impact Fees or Special Assessments have been levied.
For a further description of such Accounts, see APPENDIX D - The Resolution.
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 Bonds Outstanding 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 (lvith
such Series of Bonds having no claim on the other moneys deposited to the credit of the Reserve Account),
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560
the Reserve Account Requirement for such Series of Bonds shall be calculated as set forth in the
corresponding Series Resolution.
Notwithstanding anyhing 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. 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 Series 2011 Bonds or any other Bonds that may be issued 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 fumished 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
provide an amount in each Fiscal Year at least equal to one hundred ten percent (Il0%) of the 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 may be
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
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561
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 Bonds Outstanding under the Bond Resolution
and other Utility Debt for such Fiscal Year.
Additional Bonds
Additional Bonds of the City may be issued from time to time under and secured by the Bond
Resolution, on a parity as to the pledge of the Net Revenues with the Bonds and any Altemative Parity
Debt and parity Short-Term Indebtedness that may be issued under the Bond Resolution, subject to the
conditions described below, for the purpose of paying all or any part of the Cost of any Improvements and
the funding 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 (110%); 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 lnterest Requirements with respect to the Additional Bonds then to be delivered, for
any future Fiscal Year is not less than one hundred ten percent (ll0%) (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
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562
Year in which the Completion Date of the lmprovements 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.
ln determining whether to execute and deliver the certificate mentioned in paragraph (a) above, the
following adjustments to Net Revenues may be made:
(1) If the City, prior to the issuance of the proposed Additional Bonds, shall have increased
the rates, fees, rentals or other charges for the services of the 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
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 entify
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
fumishing 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 ptedged 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 Impact 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 (3) years of the date of the sale of such Additional
Bonds, said amount to be the installment payments on the Special Assessments or lmpact 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.
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The Series 2015 Bonds are being issued as Additional Bonds [and the rates for services of the
Stormwater Utility which became effective on October 1,2014 were used to calculate the Net Revenues
available to satisfo the requirements set forth in subparagraph (a) above, as permitted by the Bond
Resolution and described in subparagraph (1) above. For a description of the rate increase that became
effective on October 1,2014, see "THE STORMWATER UTILITY - Rates, Fees and Charges" herein.l
In the future, the City intends to issue Additional Bonds in accordance with its Capital
Improvement Program. See "THE STORMWATER UTILITY - Capital Improvement Program" herein.
Refunding Bonds
Under the provisions of the Bond Resolution, Refunding Bonds of the City may be issued under
and secured by the Bond Resolution, on a parity as to the pledge of the Net Revenues with the Bonds and
any Altemative Parity Debt and parity Short-Term lndebtedness that may be issued under the Bond
Resolution, for the purpose of refunding all or a portion of any Bonds Outstanding of any one or more
Series, funding the Reserve Account and/or the Rate Stabilization Account and paying any expenses in
connection with such refunding.
Before any Refunding Bonds are permitted to be issued under the Bond Resolution, the City
Commission shall adopt a Series Resolution authorizing the issuance of such Refunding Bonds and there
shall be filed with the City, among other things, 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 bV (a)(i) 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
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 Parity Indebtedness
In addition to the issuance of Additional Bonds and Refunding Bonds, the City may issue other
obligations on a parity with the Series 201 5 Bonds and other Bonds Outstanding under the Bond Resolution
as long as such obligations are issued in accordance with the provisions of the Bond Resolution authorizing
their issuance as parity indebtedness. Such obligations include the issuance of Short-Term lndebtedness
without the delivery of the certificates described under the caption "Additional Bonds" above as long as
immediately following the issuance of such Short-Term Indebtedness, the outstanding principal amount of
all Short-Term Indebtedness does not exceed ten per cent (10%) of the Net Revenues of the Stormwater
Utility, as shown on the Annual Budget for the current Fiscal Year.
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564
For a more detailed description of the other types of indebtedness that may be issued from time
to time on a parity with the Series 2015 Bonds and other Bonds Outstanding under the Bond Resolution,
in addition to Additional Bonds and Refunding Bonds, and the tests applicable to the issuance of such other
types of indebtedness, see "APPENDIX D - The Resolution" and, in particular, Sections 211 and 212 of
the Bond Resolution.
Subordinated Indebtedness
The City may issue obligations under the Bond Resolution that are secured by the Net Revenues
without satisfuing the conditions for the issuance of Additional Bonds, Refunding Bonds or Altemative
Parity Debt so long as such obligations are issued as Subordinated Indebtedness. Subordinated
Indebtedness is payable solely from amounts on deposit in the Subordinated Indebtedness Account. Net
Revenues may be deposited in the Subordinated Indebtedness Account only after the deposit of amounts
required to be made to the accounts securing the Bonds or Altemative Parity Debt, including the Rate
Stabilization Account. As a result, the lien on Net Revenues in favor of Subordinated Indebtedness is
junior and subordinate to the pledge of and lien on Net Revenues in favor of the Outstanding Bonds, the
Series 2015 Bonds and any other Bonds or Altemative Parity Debt issued under the Bond Resolution.
In addition to the Outstanding Bonds, in connection with the implementation of the Capital
Improvement Program for the Stormwater Utility, the City has entered into a loan agreement to borrow
$7.5 million in aggregate principal amount of funds from the State of Florida, Department of
Environmental Protection Clean Water Revolving Loan Fund (the "SRF"). [The City anticipates that it will
apply for approximately $30 million of additional loans from the SRF to finance future Stormwater Utility
capital projects. Under the City's current loan agreement with the SRF (the "SRI] Loan Agreement"), the
City's repayment obligation is treated as Subordinated Indebtedness. The repayment obligations for future
loans contemplated to be requested from the SRF to finance Stormwater Utility capital projects are also
expected to be treated as Subordinated Indebtedness.l
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 Commis:ion 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 of a superior or parity lien upon or a pledge of Revenues 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 modifuing, 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 official statement or
other offering document pursuant to which such Series of Additional Bonds or Refunding Bonds is offered
and sold to the public.
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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, modify or alter the Bond Resolution for any of the specifically
authorized reasons set forth in Sections 1001(a) through (j) of the Bond Resolution. See "APPENDIX D -
The Resolution."
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 the Engineer's Report dated _, 2015
(the "Engineer's Report") prepared by AECOM, as consulting engineers for the City (the "Consulting
Engineers") in connection with the issuance of the Series 2015 Bonds. The Engineer's Report is included
in this Official Statement as "APPENDIX B - City of Miami Beach, Florida Engineer's Report for the
Stormwater Revenue Bonds, Series 2015."
General
The City is a highly urbanized coastal community located in southeast Florida and a major
economic resource to the region. Bounded by the Atlantic Ocean and the environmentally sensitive
Biscayne Bay Aquatic Preserve, which is also one of the Outstanding Florida Waters, the Stormwater
Utility covers an area of approximately 4,200 acres. See "THE STORMWATER UTILITY - Govemment
Regulations - Florida Department of Environmental Protection" herein. The area has relatively low-lying
topography that is intersected by intracoastal waterways. The area has a subtropical climate with high
intensity rainfall, sigrrificant 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 events. Tidal events can produce flooding and erosion.
The City is comprised of a group of islands and the City has a perimeter of seawalls around its
island system. Topographic elevations range from approximately 10 feet referenced to North American
Vertical Datum of 1988 ("feet-NAVD") to 0.0 feet-NAVD. Much of the City's stormwater system
infrastructure and roads lie at or below 6 feet-NAVD. Low street gutter elevations range as low as 0.5 feet-
NAVD.
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 Septemb er 2, 1992, the
City Commission adopted Resolution No. 92-20579, which authorized the execution of an lnterlocal
Agreement with the County (the "Stormwater Interlocal Agreement"). The Stormwater 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. 96-305 1, on September I I , 1 996, the City established the Stormwater Utility.
t6
566
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 City's stormwater
management system consists of City maintained outfalls served by swales, inlets, storm drains, culverts,
bridges, gravity and pumped recharge wells, exfiltration systems, channels, canals, pump stations, and
retention/detention storage systems.
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 govemmental entities.
See "THE STORMWATER UTILITY - Govemment Regulations" herein.
Public Works Department
The Public Works Department is a large, full service organization providing planning, design,
construction, maintenance, repairs and operation services for City infrastructure, including utility systems,
roadways, facilities, and the City's fleet. The department oversees City cleanliness and manages the Solid
Waste/Recycling Collection and Disposal Program. The department is represented by professional, semi-
professional and licensed disciplines working in Administration, Engineering, Transportation, Streets and
Streetlights, Environmental Resources, Property, Fleet, Water Distribution, Sewer Collection, Stormwater
Management, and Sanitation. The Public Works Department was designated as an Accredited Public
Works Agency by the American Public Works Association in May 2007 and re-accredited in June 2011.
The Public Works Department is responsible for the operation and maintenance of the facilities of
the Stormwater Utility. Eric T. Carpenter, P.E. is the Director of the 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.
Michael Alvarez, the Director of the City's lnfrastructure Division of the Public Works Department,
is responsible for the daily operations of the Stormwater Utility. The lnfrastructure Director oversees the
Operation and Maintenance Sections within the Public Works Department, warehouse operations for the
department and minor construction of the following:
. Sewer collection system,. Water distribution system,. Stormwater collection and disposal system,. Pump stations and. Water metering.
Other divisions within the Public Works Department are overseen by Jay J. Fink, P.E., the Assistant
Public Works Director. Mr. Fink reports directly to the Public Works Director. Bruce A. Mowry, Ph.D.,
P.8., the City Engineer, is responsible for the daily operations of the divisions overseen by Mr. Fink. Such
divisions provide the following services:
. Planning and Engineering of the following:
- Sewer collection system,
- Water distribution system,
- Stormwater collection and disposal system,
- Pump stations and
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. Righror*#;:.*TiliXlhenrorcement,. Transportation management,. Environmentalresourcesmanagement,. Property Management Division,. Sanitation Division and. Geographic Information Systems.
The Public Works Department is also 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 Departrnent performs several functions, including, among others,
handling all requests for proposals for engineering consultant contracts and requests for payment of
invoices received by the Public Works Department, advertising and awarding all construction 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. The Fleet Maintenance and Properly Management Department
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 all City capital projects.
The following table provides a brief summary of
management offrcials of the City who are responsible for the
the background and experience of those
operation of the Stormwater Utility:
Experience
TO BE PROVIDED
TO BE PROVIDED
TO BE PROVIDED
Name
Jimmy L.
Morales,
Esq.
John M.
Taxis
Title
City
Manager
Assistant
City
Manager
Patricia D. Chief Appointed Chief Financial Officer for the City of Miami Beach, FloridaWalker, Financial in March L997;Director of Airports, Broward County, Floida,7994-C.P.A., Officer 1997;Director of Broward County Aviation Department, 199l-1997,
C.G.M.A. 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, Florida, 1974, Chartered
Global Management Accountant, _ (year of certification).
Eric T. Public
Carpenter, Works
P.E. Director
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568
Jay J. Fink,
P.E"
Bruce A.
Mowry,
Ph.D., P.E.
Assistant
Public
Works
Director
City
Engineer
TO BE PROVIDED
TO BE PROVIDED
Existing Stormwater Utility
In 1903, the United States Army Corps of Engineers dredged the first opening to the Atlantic
Ocean in South Florida, cutting through mangrove swamps at the Government Cut section of the area. The
dredging project allowed for a safer, more direct access to the Port of Miami. Through the 1900s, Miami
Beach was dredged and built. The beach, on the east side, is the highest part of the City. The west side,
along West Avenue, is the lowest. The majority of the storm drainage for the City was constructed
between the 1930s and 1960s during the City's initial population booms. Generally, the drainage system
flows by gravity from east to west, where water drains into Biscayne Bay or one of its tributary waterways.
Under present day conditions, when Biscayne Bay is at high tide or groundwater conditions are high, the
City experiences flooding. During storm events, flooding occurs due to excess runoff as well as the
inundation of the stormwater network by tidal backflow, elevated groundwater and heavy rainfall.
The City installed the current stormwater collection and disposal system beginning in the early
1940s. The infrastructure consist 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.
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 City meets its flood protection objectives through three (3) methods: (i) filling 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) constructing 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 (seawalls) are 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 southem end of Indian Creek Waterway with Biscayne Bay at Belle
Island. Stormwater runoff enters this canal from Dade Boulevard to the north and from the end of various
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sfeets to the south. The canals are designed in conjunction with the storm sewer system and are stated
to have been sized to handle a 25-year storm having a Z4-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 (tlpically catch basins), pipes, and outfalls
that collect, convey and discharge stormwater runoff directly into surface water bodies.
The Stormwater Utility currently operates under the Florida Department of Environmental
Protection (the "FDEP") Municipal Separate Storm Sewer System ("MS4") Permit No. FLS000003-003,
which adheres to the National Pollutant Discharge Elimination System C'NPDES') requirements of the
United States Clean Water Act (the "Clean Water Act"). The Stormwater Utility includes approximately
4,750 stormwater inlets, 7,900 conduits (gravity pipes and force mains),2,575 manholes, 25 pumping
stations, and 340 stormwater outfalls. The City also has 3 pump stations under construction and an
additional 12 in final design or currently under contract to be constructed. In addition, several private,
County and State owned pump stations and outfalls exist within the City limits.
Capital Improvement Program
General
The existing facilities of the Stormwater Utility are inadequate in many areas of the City. In most
areas of the City, the existing stormwater system is based on the development pattems, groundwater and
coastal conditions of the 1930s and 1960s, and has localized improvements to address flooding issues.
Those systems, constructed between the 1930s through 1960s, have served their design life. Due to age,
development, and updated regulatory requirements, the City's overall stormwater system has been
determined to require upgrades to improve stormwater quality and conveyance.
Approximately every ten (10) to fifteen (15) years the City updates its stormwater master plan to
determine if there are deficiencies within the Stormwater Utility and to review, and determine compliance
with, updated permitting and regulatory requirements. The City retained the engineering firm CH2M Hill
to provide the 1997 City of Miami Beach Comprehensive Stormwater Management Program Master Plan
(the "1997 SWMP") for the Stormwater Utility. The 199'7 SWMP identified thirty-four (34) drainage
basins as high priority basins. The City's Capital Improvement Program for the Stormwater Utility, as
originally presented in the 1997 SWMP, identified proposed projects by stormwater basin number.
In 2000 the City issued its Stormwater Revenue Bonds, Series 2000 in the aggregate principal
amount of $52, 170,000 (the "Series 2000 Bonds") to provide financing for implementation of the highest
priority projects identified in the 1997 SWMP. The Series 2000 Bonds are no longer outstanding and were
refunded in part by issuance of the Series 2009 Bonds. The completion of capital improvements from the
1997 SWMP, facilitated by the issuance of the Series 2000 Bonds, has improved the performance and
operation of the stormwater system in several areas of the City.
The City retained the engineering firm CDM Smith Inc. ("CDM Smith") to conduct a review and
update of the 1997 SWMP, which resulted in preparation of the 2011 City of Miami Beach Cityr,vide
Comprehensive Stormwater Master Plan (the "20ll SWMP") for the Stormwater Utility. Among other
things, the 201I SWMP redefined the capital improvement program for the Stormwater Utility to provide
for projects to be grouped together and reclassified as neighborhood projects or by general community.
The objective of the improvements recommended in the 2011 SWMP is to provide a higher level of service
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570
for the Stormwater Utility, as defined by flood protection and control of pollutant loading in the stormwater
system (sometimes referred to as "Level of Service").
Subsequent to the adoption of the 2011 SWMP, the City adopted policy changes related to flood
mitigation and Level of Service to be more responsive to rises in sea levels experienced worldwide ("Sea
Level Rise") and the annual highest tide events ("King Tide"), rainfall depth, intensity and distribution.
As a result, the drainage designs contained in the 201I SWMP were determined to be inadequate to serve
the City's current needs. In addition, as a result of the predicted increase in groundwater levels resulting
from Sea Level Rise, the City has implemented a working policy to reduce and/or eliminate the use of
exfiltration trenches, gravity drainage wells and stormwater injection wells due to concems over reliability
and decreasing capacity. Such reduction and/or elimination will occur over the course of several years,
in conjunction with other improvements and upgrades currently planned as part of the City's multi-year
capital improvement program for the Stormwater Utility (the "CIP"). Consequently, the drainage
component of the neighborhood improvements contemplated in the 20ll SWMP have been re-evaluated
based on Sea Level Rise and higher groundwater conditions.
The vast majority of the areas of the City lie below an elevation of 2.2 feetNAVD. In addition
to the significant flooding problems resulting from King Tide, these areas will be inundated during normal
high tide with the adopted 5O-Year Sea Level Rise of 1.50 feet. With a projected mean high water level
for the City at 1.50 feet-NAVD and a normal high tide cycle of 0.70 feet, the water level in Biscayne Bay
would be at 2.20 feet-NAVD. At such elevated Bay and groundwater levels, current gravity drainage
systems and conventional best management practices for the Stormwater Utility will not be effective.
Planned Improvements
The CIP projects listed below are a combination of active projects pre-defined by the 1997 SWMP,
project-specific Basis of Design Reports, and projects identified as part of the 2011 SWMP. In most
instances, the stormwater improvements were coordinated with 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. Emphasis was given to avoid re-entering a neighborhood rvhich had recently
completed neighborhood improvements.
The purpose of these improvements is to provide a higher Level of Service for the Stormwater
Utility. The cost of implementing the improvements is expected to be financed from proceeds of the Series
2015 Bonds, Bonds currently contemplated to be issued in Fiscal Years 2017 and 2079, each in the
approximate aggregate principal amount of $100,000,000, funds provided under the current SRF Loan
Agreement and future loans from the SRF, and Net Revenues available for CIP projects, as reflected in the
City's adopted budgets. The improvements consist of one or a combination of the following:
(D Repair, replacement and/or installation of curbs and gutters;
(ii) Reconstruction and/or raising of streets and sidewalks;
(iii) Repair, replacement and./or installation of collection systems (including, but not limited to,
catch basins, manholes and storage facilities);
(iv) Construction of pumping stations and water quality treatment devices;
(v) Repair and/or upgrade of existing outfalls (including, but not limited to, tidal backflow
prevention devices); and
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571
("i) Any additional improvements to the Stormwater Utility the City Commission may approve
by resolution as part of the CIP in addition to and/or in lieu of one or more of the
foregoing improvements.
Set forth below is a summary of the neighborhood projects currently included in the CIP and
expected to be financed in part from proceeds of Bonds, including the Series 2015 Bonds. The listed
projects are expected to provide comprehensive solutions for improving the Stormwater Utility's
performance for the next fifty (50) years. During development of the CIP, consideration was given to the
water quality of the Biscayne Bay and the operation and maintenance of an expanded stormwater system.
The capital improvements listed below are expected to allow the Stormwater Utility to meet the increasing
performance, permitting and regulatory demands of the system, while modemizing the Stormwater Utility
to meet the flood control Level of Service established by the City.
For a more detailed discussion of the projects comprising the CIP and the funding expected to
required for such projects, see "APPENDX B - City of Miami Beach, Florida Engineer's Report for the
Stormwater Revenue Bonds, Series 2015."
IREMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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572
City of Miami Beach, Florida
Stormwater Utility Capital Improvement Program
Improvement
Neighborhood Improvements
Neighborhood Improvements
Neighborhood Improvements
Neighborhood Improvements
Neighborhood Improvements
Neighborhood Improvements
Neighborhood Improvements
Neighborhood Improvements
Neighborhood Improvements
Neighborhood Improvements
Neighborhood Improvements
Neighborhood Improvements
Neighborhood Improvements
Neighborhood Improvements
Neighborhood lmprovements
Neighborhood Improvements
Neighborhood Improvements
Neighborhood Improvements
Neighborhood Improvements
Neighborhood Improvements
Existing Pump Station
Conversion
New Pump Station
New Pump Station
New Pump Station
New Pump Station
New Pump Station / Existing
Pump Station Conversion
Estimated
Project
CostsLocation
Flamingo Park 6'h Street (5'h / 7'h Streets)
West Avenue and Bay Road
Lower North Bay Road
LaGorce / Upper Bay Road
Sunsetlslands3 &4
Sunset Harbour
Venetian Islands
Palm and Hibiscus Islands
Central Bayshore South
City Center (Tier 4 FDOT Alton Road
Integrated Solution) (2)
Flamingo Park "A" (Tier 4 FDOT Alton
Road Integrated Solution) ('z)
Flamingo Park "C" (Tier 4 FDOT Alton
Road Integrated Solution) ('?)
North Shore
LaGorce Island / Allison Island
Biscayne Point
South Point
Lincoln Road (Washington Avenue to
Lenox Avenue)
Normandy Isle South
Normandy Shores
Nautilus
Central Bayshore Neighborhood
Star Island
Middle Bay Road
Sunsetlslands 1 &2
Town Center
Belle Island
Total
Source: City of Miami Beach, Florida.
* Tier 4 FDOT Alton Road Integrated Solution constitutes
23
$ 13,469,860
26,124,315
77,268,835
31,239,579
18,830,018
I 1,196,690
9,108,000
10,000,000
10,300,000
31,428,531
32,308,911
31,428,531
27,488,796
11,752,503
\2,750,368
12,062,490
5,034,679
28,519,606
28,5t9,606
17,453,773
7,963,155
4,251,475
9,992,025
7,537,563
5,519,500
3.243,000
$424J31J3e
573
City of Miami Beach, Florida
Stormwater Utility Capital Improvement Program
Estimated Sources of Funding
Funding Source
Series 2015 Bonds
Stormwater Revenue Bonds, Series 2017
Stormwater Revenue Bonds, Series 2019
SRF Loans
Current Revenues
Total $4243uf,32
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. The U.S. Environmental Protection Agency (the "EPA")
was mandated by the U.S. Congress through Section 405 of the Water Quality Act of 1987 to promulgate
a NPDES permitting program for municipal stormwater discharge. Pursuant to the Stormwater Interlocal
Agreement the City is a co-permitee with the County and coordinates with the County for compliance
purposes. As it has done with many states, the EPA has delegated the NPDES permitting authority to the
FDEP.
During development of the 201 I SWMP, the EPA was in the process of updating the MS4 permit
program. The new rule developed as a result of such updating contained additional requirements for the
best management practices to be followed by permitees and the documentation of their performance. The
recommendations provided in the 2011 SWMP accounted for the requirements of the proposed new rule,
including the requirements of the new numeric nutrient criteria for all discharges. Since its initial proposal
of new rules for the MS4 permit program, the FDEP has provided additional updates and has implemented
the new rules to be followed and the new requirements to be met as each MS4 permit is updated. See
"THE STORMWATER UTILITY - Govemment Regulations - State - Florida Deparlment of Environmental
Protection" herein.
Federal Emergenqt Management Agency. The mission of the Federal Emergency Management
Agency ("FEMA') is to support citizens and first responders of natural disasters 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 Ac| PL 700-707, signed into law November 23, t988, amended the Disaster Relief
Act of 1974, PL 93-288. This act constitutes the statutory authority for most federal disaster response
activities.
Estimated Proiect Costs
$
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FEMA regulates riverine (stormwater) and coastal (tidal) floodplains and floodways under the
National Flood Insurance Program. When preparing the 2011 SWMP, CDM Smith used tools developed
by FEMA to identify and quantify flood risks, including Flood Insurance Studies, Flood Insurance Rate
Maps, and the HAZUS Program (a nationally applicable standardized methodology that contains models
for estimating potential losses from earthquakes, floods and hurricanes), coupled with the models 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 govemment
for cost-benefit comparisons.
United Stqtes Army Corps of Engineers. The United States Army Corps of Engineers ("USACE")
is the primary federal agency that develops guidance parameters for civil infrastructure design consideration
for projects impacting environmentally sensitive water and Outstanding Florida Waters, like Biscayne Bay.
See "THE STORMWATER UTILITY - Govemment Regulations - Florida Department of Environmental
Protection" herein.
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, and the USACE requires 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 notification include the following information:
' A map of the entire corridor, including a delineation of all wetlands and waters of the
United States within the corridor;
' An alternative analysis which addresses the selection of an altemative 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 must be shown in
relation to the proposed utility line. ln general, all utility lines shall be buried at least six
(6) feet below the authorized bottom depth ofthe federal project channel and at least three
(3) feet below the bottom depth in all subaqueous areas; and
o d 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 Outstanding Florida Waters. See "THE STORMWATER UTILITY
- Government Regulations - Florida Department of Environmental Protection" herein. More localized
impacts are permitted at the State and local level.
The following is a summary of the State agencies with which coordination is required to develop
and implement an effective stormwater management program.
State
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575
Florida Department of Environmental Protection. The Florida Department of Environmental
Protection ("FDEP") regulates environmental programs in the State and has been delegated NPDES MS4
permit authority. As a result, the FDEP is responsible for implementing the stormwater element of the
federal municipal NPDES program as part of the FEDP's Wastewater Facility and Activities Permiuing
program. The stormwater element of the NPDES program is mandated by the Clean Water Act.
Authorized by Section 403.0885, Florida Statutes, the FDEP's federally approved NPDES stormwater
program is included in various provisions within Chapters 62-4, 62-620, 62-621 and 62-624 of the Florida
Administrative Code. Chapter 62-624, of the Florida Administrative Code specifically addresses MS4's
permit requirements.
The City is one of the thirty-three (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 Program, effluent
limitations, monitoring requirements, and other provisions set forth in the comprehensive County MS4
permit. The City has actively fulfilled the requirements of the permit related to its existing outfalls. The
measures utilized by the City to fulfill such requirements are documented in annual reports submitted by
the City to the FDEP.
The NPDES permit under which the City is a co-permittee expires June 20,2016.
The FDEP also regulates underground injection control permits for wells (gravity recharge wells
and pumped injection wells). In addition, the FDEP desigrrates Outstanding Florida Waters pursuant to
Section 403.061(21), Florida Statutes, and Rule 62-302.700(9) of the Florida Administrative Code.
Outstanding Florida Waters are bodies of water within the State designated by the FDEP as worthy of
special protection because oftheir natural attributes. The special protection afforded Outstanding Florida
Waters generally prohibits direct discharges into such waters and imposes stringent limitations on activities
that may cause an indirect discharge into any Outstanding Florida Waters.
Sottth Florida W'ater Management District. The South Florida Water Management District (the
"SFWMD') has responsibilities for stormwater management under Florida Administrative Code Chapters
408-4, 408-40 and 40E-400 through the issuance of an Environmental Resource Permit (.'ERP"). In 20 I 3,
the Statewide ERP Rule (Chapter 62-330, Florida Administrative Code) was adopted, unifying the ERP
rules for the State. The SFWMD also regulates surface water management under Florida Administrative
Code Chapters 40E-40 and 40E-41. In addition, its responsibilities include regulation of dredge and fill
activities. Since the SFWMD has jurisdiction, its 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 Environmental Resource Permit Information Manual 2014.
Local
The Miami-Dade County Department of Regulatory and Economic Resources ("DRER") oversees
various environmental permitting requirements for the construction or modification of stormwater-related
infrastructure in the County. Specifically for stormwater management, DRER requires a Class II permit
for related stormwater improvement projects and outfalls.
Al1 required stormwater permits have been secured for projects representing approximately _%
of the Series 2015 Project value. Projects with stormwater permits in the process of being secured
represent approximately _% of Series 2015 Project value, for a combined total of _% of Series 201 5
Project value having secured, or being in the process of securing, the permits required to implement the
contemplated improvements. The balance of the Series 2015 Projects are primarily in the design phase and,
26
576
upon completion of design, applications for stormwater permits will be submitted. Such permits are
expected to be received in the ordinary course ofbusiness.
Pending Federal and State Rezulations
During the past few years, several significant regulations related to water quality and stormwater
management have been adopted or proposed for adoption by various federal, State and local regulatory
agencies. Such regulations, when finalized and fully implemented, are expected to impact the City, its
operation of the Stormwater Utility generally and its completion of projects in the CIP. However, the 2011
SWMP and the projects currently included in the CIP include conditions, requirements and Levels of
Service to comply with the newly adopted and proposed regulatory requirements of federal, State and local
govemment agencies.
For a detailed discussion of the proposed changes to regulatory requirements and the litigation
relating to the imposition of such requirements, see Section 3.2, "Permitting Requirements" in "APPENDX
B - City of Miami Beach, Florida Engineer's Report for the Stormwater Revenue Bonds, Series 2015."
Rates, Fees and Charges
General
Effective October 1,2014, 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
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 1,2009.
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 I , 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
27
577
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 arc currently forecasted to be required. No action has been taken by the City Commission, however,
and no current determination has been made concerning 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.
Comparative Rates
Based on monthly stormwater utility fees for Florida local governments, as compiled in 2014 by
the Florida Stormwater Association, the current and projected fees for services of the Stormwater Utility
are higher than the fees charged for such services by other cities and counties in Florida. The average ERU
rate for Florida cities and counties in the 2014 Florida Stormwater Association Report is $5.68. Not
including the City's current ERU rate of $16.67, the Florida Stormwater Association Report provides a
range in monthly rates per ERU from $0.75 to $13.77.
For a list of the Florida local governments included in the 2014 Florida Stormwater Association
Report and the stormwater utility fees charged by each govemmental entity, see "APPENDIX B - City of
Miami Beach, Florida Engineer's Report for the Stormwater Revenue Bonds, Series 2015" and, in
particular, Table 5.8 of the Engineer's Report.
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 fiIl 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
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 fifty 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 property is served by a private disposal system meeting State, County, and
City criteria. The fee reduction only applies to that portion of the property.
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578
The fees collected by the City with respect to the Stormwater Utility, including investment
earnings, 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 (10%) accmes to such delinquent accounts. Based on recent
historical performance, utility collections are approximately ninety-eight percent (98%) of billings.
For detailed information relating to the customers of the Stormwater Utility, current and projected
billings, see "APPENDIX B - City of Miami Beach, Florida Engineer's Report for the Stormwater Revenue
Bonds, Series 2015" and, in particular, Section 3.4 and Table 5.1 of the Engineer's Report.
IREMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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579
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
Ending
September 30
2015
2016
2011
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
2045
Total
Series Series
2015 Bonds 2015 Bonds
Principal Interest
$$
Series
2015 Bonds
Total
$ -0- $
Total Series
2015 Bonds
Outstanding andOutstanding
Bonds Bonds
6,g2g,2gg
6,829,261
6,815,508
6,819,1 l3
6,912,937
6,8 15,559
6,807,434
6,982,346
6,974,359
6,978,546
6,976,911
6,974,37r
6,979,809
6,979,629
6,980,509
6,982,r65
3,496,56s
3,492,290
3,492,135
3,491,925
3,496,395
3,495,075
3,492,950
3,495,700
3,492,000
3,496,939
3,494,500
-0-
-0-
-0-
-0-
$_
30
$.14!J7_3.084
580
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 2017 and2019. The following tables
must be read in conjunction with the Engineer's Report. See "APPENDIX B - City of Miami Beach,
Florida Engineer's Report for the Stormwater Revenue Bonds, Series 2015."
TO BE PROVIDED
3l
581
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 20 15 Bonds, calculated in accordance
with the requirements for Additional Bonds under the Bond Resolution. The following table must be read
in conjunction with the Engineer's Report. See "APPENDIX B - City of Miami Beach, Florida Engineer's
Report for the Stormwater Revenue Bonds, Series 2015."
TO BE REVISED
Revenues
Operating
Non-Operating
Investment Earnings(r)
Total Revenues
Total Operating Expenses(2)
Net Revenues
Maximum Principal and Interest
Requirements(3)
Net Revenues Coverage of Maximum
Principal and Interest Requirements(a)
Funds Available for Subordinated Debt,
Administration Fees and Transfers
Annual Subordinated Debt Service
Administration Fees
Transfers Out
Funds Available After Subordinated Debt,
Administration Fees and Transfers Out
Fiscal Year ended
September 30. 2014
$11,709,000
426,000
130,000
12,265,000
4,288,158
7,976,842
6.982.346
l.l4x
994,496
-0-
433,000
-0-
(l)
(2)
(3)
$ s61.496
Unrelated to Construction Fund.
Excludes amortization, depreciation and administration fees.
Maximum Principal and Interest Requirements for the Series 2009 Bonds, the Series 2011
Bonds and the Series 2015 Bonds will occur in Fiscal Year 20-. This differs from
Schedules _ and _ of the Engineer's Report, which includes debt service on
Additional Bonds expected to be issued in Fiscal Years 2017 and 2019, using the
assumptions described in such Report. See "APPENDIX B - Ciry of Miami Beach, Florida
Engineer's Report for the Stormwater Revenue Bonds, Series 2015."
The debt service coverage requirement in the Bond Resolution is one hundred ten percent
(110%) of the Principal and Interest Requirements for the Fiscal Year, not the Maximum
Principal and Interest Requirements.
(4)
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582
FINDINGS AND CONCLUSIONS OF CONSULTING ENGINEERS
AECOM (the "Consulting Engineers") has been engaged by the City to serve as consulting
engineers for the StormwaterUtility in cormection with the issuance of the Series 2015 Bonds and, in such
capacity, have prepared the Engineer's Report. The Engineer's Report provides a summary of the overall
condition of the Stormwater Utility to support the issuance of the Series 2015 Bonds. The information
contained in the Engineer's Report is a combination of information obtained from recent investigations and
discussions with management and operations personnel of the Stormwater Utility and includes a review
of, among other sources, the CIP, the 1997 SWMP, the 2011 SWMP, the comprehensive annual financial
reports of the City for Fiscal Years ended September 30,z}_through 2014,the City's annual operating
budgets for Fiscal Years September 30,2)_through 2015, the MS4 permit issued by the FDEP relating
to the Stormwater Untility, the financial, billing and operating data of the City relating to the Stormwater
Utility and other files of the City and of the Stormwater Utility maintained by or provided to the
Consulting Engineers.
Set forth below are certain conclusions reached by the Consulting Engineers in the Engineer's
Report. Reference is made to the complete Engineer's Report for a more detailed discussion of the
information relied upon by the Consulting Engineers to reach the following conclusions and the
assumptions upon which such conclusions are based. See "APPENDIX B - City of Miami Beach, Florida
Engineer's Report for the Stormwater Revenue Bonds, Series 2015." In the opinion of the Consulting
Engineers, the assumptions upon which the following conclusions are based are reasonable.
1. The capital improvement program is necessary to improve the flood protection level of
service and water quality of the City's primary stormwater management system.
2. Continuation of the City's planned capital improvement program will entail the need for
significant additional funding.
3. The City's stormwater management system is well maintained, well managed and in good
operating condition. Effective planning policies provide for the necessary inspection, repair, improvement
and replacement of the City's stormwater management facilities and have enabled the City to comply with
state and federal regulations.
4. The City's stormwater management system has the physical capacity to meet existing
demands. Implementation of the projects included in the capital improvement program will enable the
City's stormwater management system in the areas served by those projects to meet projected demands and
comply with state and federal regulations expected to be in effect during the study period of the Engineer's
Report (Fiscal Years 2015 through 2020) (the "Study Period").
5. The financial plan for improvements to the City's stormwater management system, as
described in the Engineer's Report, includes adequate funding for improvements to be constructed from
the proceeds ofthe Series 2015 Bonds.
6. In the event the City elects to issue additional Stormwater Revenue Bonds inFY 207l ,rate
increases applicable to the stormwater system customers may be necessary prior to the issuance of such
Bonds.
7. Key staff of the City in charge of the operations and maintenance of the stormwater
management system and the implementation of improvements to the system are well qualified and capable
of effectively managing the responsibilities of such operations, maintenance and implementation.
JJ
583
8. The methodology used to develop the capital improvement program for the City's
stormwater management system, the timing of the implementation of the program and the cost of its
improvements was an appropriate methodology for such purposes.
9. Revenues of the City's stormwater management system projected in the Engineer's Report
will be sufficient to meet all operating and other expenses of the system during the Study Period and to
satisfo all of the requirements of the rate covenant set forth in the Bond Resolution. Such Revenues will
also provide sufficient funds for planned capital improvement expenditures of the City's stormwater
management system that are expected to be funded from current Revenues.
10. The amounts projected in the Engineer's Report for Revenues and Current Expenses of the
City's stormwater management system and the sources of funds projected to be available to fund scheduled
or anticipated improvements with the proceeds of the Series 2015 Bonds throughout the Study Period are
reasonable.
I l. Improvements to be made to the City's stormwater management system have been or are
expected to be designed in accordance with usual and customary engineering practices and involve proven
technology and proven configurations ofthat technology.
12. The projected cost and time periods for implementing the improvements to the City's
stormwater management system to be financed with proceeds of the Series 2015 Bonds are reasonable.
13. In the opinion of the Consulting Engineers, the City's issuance of the Series 2015 Bonds
in the aggregate principal amount set forth in this Official Statement, at the time and for the purposes
described in the Engineer's Report, is an advisable undertaking.
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
34
584
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 otherparties.
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 conceming any of the matters
referenced in the opinion subsequent to its date ofissuance.
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 201 5 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 of such opinion or advice does not become an insurer or guarantor of the result indicated
by that opinion, or the transaction on which the opinion or advice is rendered, or of the future performance
of parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of any legal
dispute that may arise out of the transaction.
ENFORCEABILITY OF REMEDIES
The remedies available to the owners of the Series 2015 Bonds upon the occurence 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
35
585
Series 201 5 Bonds and the income thereon are exempt from taxation under the laws of the State of Florida,
except estate taxes imposed by Chapter 198, Florida Statutes, as amended, and net income and franchise
taxes imposed by Chapter 220, Florida Statutes, as amended. Bond Counsel expresses no opinion as to
any other tax consequences regarding the Series 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 guaranty
of that conclusion. The opinion is not binding on the Intemal Revenue Service ("lRS") or any court. Bond
Counsel expresses no opinion about (i) the effect of future changes in the Code and the applicable
regulations under the Code or (ii) the interpretation and the enforcement of the Code or those regulations
by the IRS.
The Code prescribes a number of qualifications and conditions for the interest on state and local
govemment 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 any person)
whether any actions taken or not taken, or any events occurring or not occurring, or any other matters
coming to Bond Counsel's attention, may adversely affect the exclusion from gross income for federal
income tax purposes of interest on the Series 2015 Bonds or the market value of the Series 2015 Bonds.
A portion of the interest on the Series 2015 Bonds eamed by certain corporations may be subject
to a federal corporate alternative 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 carry tax-exempt obligations,
and individuals otherwise eligible for the eamed 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.
Payrnents 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 payments of interest will also be subject to backup
withholding. Those requirements do not affect the exclusion of such interest from gross income for federal
income tax purposes.
36
586
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 interestthereon 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 Bohds 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
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 ofissuance ofthe Series
2015 Bonds will not have an adverse effect on the tax status of interest on the Series 2015 Bonds orthe
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 govemment 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. ln such event, the market value of the Series 2015 Bonds maybe adversely affected and the
ability of holders to sell their Series 20 1 5 Bonds in the secondary market may be reduced. The Series 201 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 ("OID"). OID is the
excess of the stated redemption price at maturity (the principal amount) over the "issue price" of a Discount
Bond. The issue price of a Discount Bond is the initial offering price to the public (other than to bond
37
587
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
accrues 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 Offrcial 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
pu{poses, bond premium is amortized over the period to maturity of a Premium Bond, based on the yield
to maturity of that Premium Bond (or, in the case of a Premium Bond callable prior to its stated maturity,
the amortization period and yield may be required to be determined on the basis of an earlier call date that
results in the lowest yield on that Premium Bond), compounded semiannually. No portion of that bond
premium is deductible by the owner of a Premium Bond. For purposes of determining the owner's gain
or loss on the sale, redemption (including redemption at maturity) or other disposition of a Premium Bond,
the owner's tax basis in the Premium Bond is reduced by the amount of bond premium that is amortized
during the period of ownership. As a result, an owner may realize taxable gain for federal income tax
purposes from the sale or other disposition of a Premium Bond for an amount equal to or less than the
amount paid by the owner for that Premium Bond. A purchaser of a Premium Bond in the initial public
offering at the price for that Premium Bond stated on the inside cover page of this Officiat Statement who
holds that Premium Bond to maturity (or, in the case of a callable Premium Bond, to its earlier call date
that results in the lowest yield on that Premium Bond) will realize no gain or loss upon the retirement of
that Premium Bond.
Owners of Discount Bonds and Premium Bonds shotrld consult their own tux advisers as to the
determination for federal income tsx purposes of the amount of OID or bond premium properly
uccruable or amortizable in any period with respect to the Discount Bontls or Premium Bonds and as
to other federal tax consequences and the treatment of OID and bond premium for purposes of state and
local tqxes 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 forty
(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 "APPENDX G - Form of Disclosure Dissemination Agent Agreement." These covenants
38
588
have been made in order to assist the Underwriters in complying with Rule l5c2-12 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 l5c2-12(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's Ratings Services has assigned a rating of " " with a "_ 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
maybe obtained fromMoody'sati World Trade Center,250 Greenwich Street,23'd Floor, NewYork,
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
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 cerlain 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 onthe inside coverpage of this Official Statement. The Series 2015 Bonds maybe offered and
sold to certain dealers at prices lower than or yields highcr 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 certain 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
39
589
("WFSLLC") and Wells Fargo lnstitutional 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 Banlg
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., lnc. ("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 frm 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
Series 2015 Bonds, Siebert Brandford Shank & Co., L.L.C. will share a portion of its underwriting
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 Engineer's Report 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 Engineer's Report do not purport to be
adequate summaries of such Report or complete in all respects. The Engineer's Report 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 September 30, 2014 and the
report of Crowe Horwath LLP, independent certified public accountants, in connection therewith, dated
March 30,2015, 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 Crowe Horwath LLP was not requested for the reproduction of its audit report in
this Official Statement. The auditor has performed no services in connection with the preparation of this
Official Statement and is not associated with the offering of the Series 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,
40
590
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
totheauthorization,sale,executionanddeliveryoftheSeries2015Bonds. Paymentofthefeesofsuch
professionals and an underwriting discount to the Underwriters (including the fees of Underwriters'
Counsel) are each contingent upon the issuance ofthe Series 2015 Bonds.
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY LAWS
Section 517.051, Florida Statutes, and Rule 3E400.003, Florida Administrative Code, requires the
City to disclose each and every default as to payment of principal and interest after December 31,1975
with respect to obligations issued or guaranteed by the City. Rule 3E400.003 further provides, however,
that if the City in good faith believes that such disclosure would not be considered material by reasonable
investors, such disclosure may be omitted. The City has not defaulted on the payment of principal or
interest with respect to obligations issued or guaranteed by the City after December 37,1975.
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 fumish 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 summary is qualified in its entirety by reference to each such document, statute, report or other
instrument. The information in this Official Statement has been compiled from official and other sources
and, while not guaranteed by the City, is believed to be correct. To the extent that any statements made
in this Official Statement and the appendices attached hereto involve matters of opinion or of estimates,
whether or not expressly stated, they are set forth as such and not as representations of fact, and no
representation is made that any of the estimates will be realized.
4t
591
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
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592
APPENDIXA
General Information and Economic Data
Regarding the City of Miami Beach, Florida
and Miami-Dade County, Florida
593
GENERAL INFORMATION REGARDING
THE CITY OF MIAMI BEACH
AND MIAMI-DADE COUNTY, FLORIDA
The following information pertaining to the City of Miami Beach, Florida (the "City") and Miami-
Dade County, Florida (the "County'') is set forth for purposes of providing background information only.
The Series 2015 Bonds are payable only from the Net Revenues of the City's Stormwater Utility, and other
amounts constituting Pledged Revenues, as defined in this Official Statement. The Series 2015 Bonds do
not constitute a debt, liability or obligation or a pledge of the faith, credit or taxing power of the City, the
County, the State of Florida, or any political subdivision thereof.
INTRODUCTION
The City
The City is located on a barrier island surrounded by the Atlantic Ocean to the east and Biscayne
Bay to the west. The City comprises seven (7) square miles of land area and ten (10) square miles of
Biscayne Bay. The City is connected to the mainland by four (4) causeways.
The climate of the City is tropical, with an average annual temperature of 75 degrees Fahrenheit,
24 degrees Celsius. The City is the home of the Art Deco Historic District, consisting of one of the
greatest concentrations of Art Deco architecture in the United States. Within the Art Deco Historic District
is the world famous Ocean Drive, which has been called the "Riviera" of Florida. The economy of the area
is based on tourism. For Fiscal Year 2014, hotel, food and beverage sales accounted for an estimated $2.2
billion in sales within the City. The demographics of the City have drastically changed over the last thirty-
five (35) years. In the 1980 Census, the average age of the City's population was 65.3 years old. That
average declined to 43.7 years of age by the 2000 Census and to 40.3 years of age by the 2010 Census.
Afterthe significant changes between 1980 and 2010, the City's demographics are beginning to stabilize
with a younger, more affluent population. Based on information provided by the U.S. Census Bureau for
2013 (the most recent year for which City estimates are currently available from the U.S. Census Bureau),
the median age in the City was estimated to be 39.3 years of age and the median family income was
estimated to be $52,576.
The County
The County is the largest county in the southeastern United States in terms of population and one
of the largest in terms of land area. The County consists of 2,209 square miles of land area. The
population of the County is clustered mainly along the coastal, eastem areas, with the western area of the
County comprising a part of the Florida Everglades. The County was created on January 18, 1836 under
the Territorial Act of the United States. It included the land area now forming Palm Beach and Broward
Counties, together with the land area of the present Miami-Dade County. In 1909, Palm Beach County
was established from the northern portion of what was then Dade County. In 1915, Palm Beach County
and then Dade County contributed nearly equal portions of land to create what is now Broward County.
There have been no significant boundary changes to the County since 1915. There are thirty-five (35)
incorporated municipalities in the County and the County serves as a municipal government for its
unincorporated areas. ln addition to the City, the municipalities in the County include the cities of Miami,
Hialeah and Coral Gables.
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POPULATION
The U.S. Census Bweau estimated the population of the City and of the County to be 91,026 and
2,641,866, respectively, in 2013. For 2014, the population in the County is estimated tobe 2,662,874.
The U.S. Census Bureau population estimates for the City for 2014 have not been released. Projections
by the Nielsen Company, a leading provider of demographic and economic data, provide for the City's
population to grow to 96,484 by the year 2020. Set forth below are general population statistics for the
City and the County and age data relating to the City's population growth.
Population, City of Miami Beach
and Miami-Dade County 1980 - 2014
Calendar Year
City of
Miami Beach
Miami-Dade
Percent Chanse Countv Percent Chanse
1980
1990
2000
2010
2013*
2014*
96,298
92,639
87,933
87,779
91,026
N/A
10.6%
(3.8)
(s.3)
(0.1)
0.4
1,625,598
r,937,094
2,260,000
2,496,435
2,641,866
2,662,874
28.2%
1,9.2
16.7
10.5
5.8
6.7
Source: U.S. Department of Commerce, Bureau of Census.
* Estimated as of July 1,2013 for City population and as of July 1, 2014 for County population. Population
estimates for the City for 2014 are not yet available.
Population Breakdown
City of Miami Beach, 1990 - 2013
Age Group r990 2010 2013*2000
Source: U.S. Department of Commerce,
* 2013 is the most recent year for which
13.4%
86.6
84.1
19.2
39.0
Bureau of Census.
information is available.
Under l8
18 and over
21 and over
65 and over
Median Age:
14.2%
85.8
83. I
23.4
44.5
12.8%
87.2
84.9
16.2
40.3
15.6%
84.4
82.1
16.0
39.3
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GOVERNMENT
The City was incorporated as a municipal corporation on March 26,1915. The City operates under
a Commissionlciry Manager form of government. The City Commission consists of the Mayor and six
(6) Commissioners who serve as the policy-making body of the City. Authority is vested in the City
Commission to enact ordinances, hold public hearings, approve contracts, establish the City's budget and
tax assessments, and authorize construction of all public improvements.
The Mayor and City Commission are elected on a citywide, nonpartisan basis. Elections are held
in odd numbered years, with the Mayor elected to serve two-year terms with a limit of three (3) consecutive
terms. Commissioners are elected to serve four-year terms with a limit of two (2) consecutive terms. City
Commission terms are staggered so that not all Commissioners are up for re-election at the same time. On
a rotating basis, the City Commission selects one (l) of its members to serve as Vice Mayor for a three-
month term. The Mayor, who is the presiding officer at City Commission meetings, may vote on all
matters that come before the City Commission, but has no power of veto. The City Commission appoints
the City Manager, the City Attomey and the City Clerk. All other department heads are appointed by the
City Manager, with the consent of the City Commission.
The City Manager is vested with the responsibility to ensure that policies, directives, resolutions,
and ordinances adopted by the City Commission are enforced and implemented. As the City's Chief
Executive Officer, the City Manager is responsible for providing executive level leadership, vision and
guidance to the organization, providing recommendations to the City Commission and implementing policy
directives in an efftcient and effective manner. In addition, the City Manager is responsible for the daily
operations of the City, preparing and administering the budget, planning the development of the City,
supervising City employees, interacting with citizen groups and other units of govemment, and is otherwise
responsible for the health, safety, and welfare of the residents of and visitors to the City. With the
exception of the City Attomey's Office and the City Clerk's Office, the City Manager has the power to
appoint or remove all heads of the various departments of the City.
SCOPE OF SERVICES
The City provides a full range of municipal services, including police and fire protection,
recreational activities, parks, cultural events, sanitation services, water, sewer and storm water services,
neighborhood and community services, and the construction and maintenance of streets and infrastructure.
ECONOMIC AND DEMOGRAPHIC DATA
Family Income
The estimated median family income for the City has been consistently higher than the median
family income for the County. During the last five years, the median family income for the City has
ranged from being 9.60/" higher than the median family income for the County in 2010 to being 20.7%
higher in 2011.
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Estimated
City of
Calendar Year Miami Beach
Median Family Incomes, 2009 - 2013(r)
Percent Chanee
Miami-Dade
Countv Percent Chanee
2009
2070
20tt
2072
2013Q\
2.3%
(7.1)
12.9
(l.s)
(6.e)
$47,697
46,126
46,57',7
47,382
46,904
(7.8)%
(3.3)
1.0
t.'7
(1.0)
$54,643
50,758
57,318
56,451
52,576
Miami-Dade
County % of U.S.
Source: U.S. Department of Commerce, Bureau of Census.
(l) Amounts are presented in dollars, adjusted for inflation.(2) 2013 is the most recent year for which information is available.
Per Capita Personal Income
Between 2009 and 2013,the estimated per capita personal income for the County increased by 12.9
percent, from $35,329 in2009 to $39,880 in 2013. Such increase is slightly higher than the rate of growth
in the State of Florida, which experienced a per capita personal income growth rate of approximately 1 1.1
percent during the same period, and generally consistent with the rate of growth in the United States, which
experienced a per capita personal income growth rate of approximately 13.7 percent during the same
period.
Per Capita Personal Income, 2009 - 2013(r)
Yea/')
State of
Florida % of U.S.United States
2009
2010
20tt
2012
2013(')
$35,329
36,592
38,242
39,467
39,880
89.7%
91.2
90.3
89.3
89. I
$37,350
38,478
40,215
44,041
41,49',7
94.8%
95.8
95.0
92.9
92.7
$39,379
40,144
4) ?7)
44,200
44,765
Source: U.S. Department of Commerce, Bureau of Economic Analysis/Regional Economic Information System.
(l) Information provided as of the last available update, dated November 20,2014.
(2) Estimates for 2013 are new estimates. Amounts for 2009 through 2012 are revised from estimates previously
provided for such years.
(3) 2013 is the most recent year for which information is available.
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597
EMPLOYMENT
The following tables provide information relating to the City's labor force and the principal
employers in the County for the fiscal year ended September 30, 2074 and comparative data for the fiscal
year ended September 30, 2005.
City of Miami Beach Employment2009 -2014*
Labor Force 2009 2010 20ll 2012 2013 2014
Labor Force Employed
Labor Force Unemployed
Total Labor Force
Unemployment Rate
42,447
4,315
46,762
9.2Y.
44,129
4,088
48,217
8.5%
46,295
3,237
49,532
6.s%
46,992
3,042
50,034
6.lYo
47,630 49,191
2,477 2,344
50,107 51,535
4.9% 4.5%
Source: U.S. Department of Labor, Bureau of Labor Statistics.
* Data provided for December of each year. [Data for years 2010 to 2014 represents provisional data, which is
subject to change.]
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Employers
Miami-Dade County Public Schools
Miami-Dade County
Federal Govemment
Florida State Government
Jackson Health System
City of Miami
Florida lntemational University
Homestead Air Force Base
Miami VA Medical Center
Miami-Dade College
City of Miami Beach
TOTAL
Percentage
of Total
County
Rank Emplovment
I 2.74%
2 2.08
3 l.5l
4 1.40
5 0.80
6 0.33
7 0.29
8 0.27
9 0.20
l0 0.20
Miami-Dade County
Ten Largest Public Employers
2014 2005
Employees Rank
54,387 I
?) )6< )
20,100 3
18,900 4
I 1,700 5
3,954 8
5,000 7
2,078 9
7,500 6
1,839 l0
157.633
Emplovees
33,477
25,502
19,200
17,100
9,791
3,997
3,534
3,250
2,500
2,390
120J47-9.88%
Source: CityofMiamiBeachComprehensiveAnnualFinancialReportfortheFiscalYearendedSeptember30,2014.
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Emplovers
University of Miami
Baptist Health South Florida
American Airlines
Camival Cruise Lines
Miami Children's Hospital
Mount Sinai Medical Center
Florida Power & Light Co.
Royal Caribbean Intemational
Wells Fargo Bank
Bank of America Merrill Lynch
United Parcel Service
Bellsouth
Winn-Dixie Stores
Precision Response Corporation
Publix Super Markets
Burdines-Macy's
TOTAL
Miami-Dade County
Ten Largest Private Employers
2014 200s
Employees Rank
9,079 2
10,300 1
9,000 3
3,665 g
Emplovees
12,818
I 1,353
I 1,031
3,500
3,500
3,321
3,011
2,989
2,050
2,000
Percentage
of Total
County
Emplorrrnent
1.05%
0.93
0.90
0.29
0.29
0.27
0.25
0.24
0.17
0.16
5,000 4
4,800 5
4,616 6
4,796 7
4,000 g
3,368 10
58.0U.
Rank
I
2
J
4
5
6
7
8
9
10
4.55%
Source: City of Miami Beach Comprehensive Annual Financial Report for the Fiscal Year ended September 30,2014.
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BUILDING PERMITS
The following is a calculation of the total value of the Building Permits issued by the City during
the past ten (10) years.
City of Miami Beach, Florida
Value of Building Permits Issued
Fiscal Years 2005 - 2014
Fiscal Year
Ended
Seotember 30. Number of Permits Total Value
2005
2006
2007
2008
2009
20t0
20tt
2012
2013
2014
12,837
12,226
12,729
11,056
10,277
10,188
I 1,159
12,580
I3,898
13,972
$ 1,235,909,151
1,177,266,348
1,165,346,118
1,109,923,131.
567,660,72r
299,508,078
373,852,763
417,811,132
506,646,472
81 8,83 I ,235
Source: City of Miami Beach Building Department.
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PROPERTY TAXES
The following table summarizes the direct and overlapping tax (millage) rates for the past ten (10)
years. The table reflects the fact that, except during the years when millage rates needed to increase in
response to the significant reduction in assessed values experienced throughout Florida and the United
States during the economic downturn, millage rates in the City have generally decreased during the past
ten (10) years.
City of Miami Beach, Florida
Direct and Overlapping Tax Rates
($1 per $1,000 of Assessed Value)
Fiscal Years 2005 - 2014
City of Miami Beach
Direct Rates Overlapping Rates
School
District County State
Millaee Millaee Millaee Total
Tax Roll Fiscal Year
Year as of Ended Operating
January I September 30 Millaee
Debt Total
Service Direct
Millaee Millaee
200s
2006
2007
2008
2009
2010
20tl
2012
2013
2014
2006
2007
2008
2009
20t0
2011
2012
20t3
2014
20r5
7.4810
7.3740
5.6555
5.6555
s.6555
6.2155
6.1655
6.0909
5.8634
5.7942
0.s920
0.2990
0.2415
0.237s
0.2568
0.2810
0.2884
0.2568
0.2529
0.2295
8.0730
'7.6730
5.8970
s.8930
5.9123
6.5025
6.4539
6.3477
6.tl63
6.0237
8.4380
8. I 0s0
7.9480
7.7970
7.9950
8.2490
8.0050
7.9980
7.9770
7.9740
7.0348 0.7355 24.28t3
6.8083 0.7355 23.3218
5.67 t| 0.6585 20.17 46
5.9263 0.6s8s 20.2148
6.0051 0.6585 20.5709
6.6565 0.6585 22.0665
5.169s 0.4708 20.6992
5.6610 0.4634 20.4701
5.7980 0.4455 20.3368
5.9009 0.4t87 20.3173
Source: City of Miami Beach Comprehensive Annual Financial Report for the Fiscal Year ended September 30, 2014 and
Miami-Dade County Property Appraiser's Millage Tables.
IREMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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The following table summarizes the tax levies and collections in the City for the past ten (10)
years.
Tax Roll Fiscal Year
Year as of Ended
City of Miami Beach, Florida
Property Tax Levies and Collections
Fiscal Years 2005 - 2014
Collected within
Fiscal Year of Lew
Taxes
Levied for
Collections
in
Percentage Subsequent
Total Collections to Date
Percentage
January I September 30 Fiscal Year Amount of Levy Years Amount of Levy
2004
2005
2006
2007
2008
2009
2010
20rl
2012
2013
2005 $l 10,739,153
2006 135,910,295
2007 165,759,439
2008 150,418,073
2009 150,588,328
2010 139,703,567
2011 136,549,296
2012 734,753,401
2013 739,133,369
2014 143,266,670
$ 97,731,071 88.25%
t32,487,342 97.48
163,120,484 99.41
t45,433,238 96.69
144J21,499 95.94
131,355,903 94.70
128,719,932 94.27
129,572,373 96.76
134,848,787 9s.62
t4r ,557,552 97 .s3
$1,086,183 $ 98,817,254 99.23%
1,814,064 134,301,406 gg.g2
2,145,835 165,266,319 99.70
4,646,716 150,079,954 99.18
4,633,049 148,954,548 98.92
3,550,990 134,906,893 97.26
290,254 129,010,186 94.49
125,152 129,697,525 96.25
3,403,910 139,252,697 99.37
N/A 741,551,552 98.80
Source: City of Miami Beach Comprehensive Annual Financial Report for the Fiscal Year ended September 30,2014 and
Miami-Dade Counfy Property Appraiser's Office.
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The following tables summarize the ten (10) largest taxpayers in the City, the type of properry
owned by such taxpayers and the assessed value ofsuch properfy for the Fiscal Year ended September 30,
2014 and, for comparison, for the Fiscal Year ended September 30,2005.
City of Miami Beach
Ten Largest Taxpayers
Fiscal Year 2014
Percentage of
Taxable City's Certified
Assessed Taxable
Value Assessed ValueTaxpayer
Fountainbleau Florida Hotel LLC
MB Redevelopment Inc. / Lowes Hotel
2201 Collins Fee LLC
Florida Power & Light Company
Di Lido Beach Hotel Corp.
2377 Collins Resort LP
VCP Lincoln Road LLC
Eden Roc LLP
MCZ lCentrum Flamingo II LLC
MCZ lCentrum Flamingo III LLC
TOTAL
Type of Property
Hotel
Hotel
Apartments
Industrial
Hotel
Hotel
Retail
Hotel
Apartments
Apartments
$ 327,513,062
229,900,000
200,811,436
186,802,731
112,960,000
110,925,385
98,000,000
97,429,200
95,590,000
79,860,000
$1J3tu9].&14
1.33%
0.93
0.81
0.76
0.46
0.45
0.40
0.40
0.39
0.32
625%
Source: 2013 Miami-Dade County, Florida Ad Valorem Assessment Roll for the City of Miami Beach and City
of Miami Beach, Florida Comprehensive Annual Financial Report for the Fiscal Year Ended September
30,20t4.
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Taxpayer
Loews Miami Beach Hotel
Morton Towers
Fountainbleau Hotel
Sandy Lane Residential LLC
Di Lido Beach Hotel Corp.
Eden Roc Acquisition LP
Shore Club
Morton Towers Expansion
South Gate Apartments
2201 Collins Fee LLC
City of Miami Beach
Ten Largest Taxpayers
Fiscal Year 2005
Twe of Propertv
Hotel
Apartments
Hotel
Hotel
Hotel
Hotel
Hotel
Apartments
Apartments
Apartments
Taxable
Assessed
Value
$143,400,000
I10,675,000
104,449,118
72,230,700
61,900,000
49,500,000
48,500,000
48,325,000
48,000,000
44,s83.667
$?-3L5i3i1$
Percentage of
City's Certified
Taxable
Assessed Value
1.02%
0.79
0.14
0.51
0.44
0.35
0.35
0.34
0.34
0.32
s20%TOTAL
Source: 2004 Miami-Dade County, Florida Ad Valorem Assessment Roll for the City of Miami Beach and City
of Miami Beach, Florida Comprehensive Annual Financial Report for the Fiscal Year Ended September
30,2014.
LOCAL ECONOMY
Tourism is the largest sector of the City's economy, with over $2.2 billion in direct tourist spending
on hotel, food and beverage, and constitutes a large portion of the City's $l billion retail marketplace. In
Fiscal Year 2013, the City's hotels hosted more than 5 million overnight visitors, and approximately 7
million tourists visited South Beach and the Art Deco Historic district. Results reported for Fiscal Year
2014 evidence a continued upward trend.
Hotel room sales in the City for Fiscal Year 2014 increased by 7% from Fiscal Year 2013,
following the 9o/o increase a year earlier, demonstrating the continued strength of the City's lodging market
and its major role in the robust tourist economy of South Florida. The City's hotel room occupancy rates
remained stable in Fiscal Year 2014 at 77o/o, as was the case in Fiscal Year 2013, reflecting continued
absorption of an inventory of hotel rooms that has increased significantly in recent years, from 13,506
rooms at the beginning of 2008 to 17,751 in 2014. This additional inventory has provided the City with
additional hotel room resources and product that is expected to continue to attract future visitors to and
investment in the City. Evidence of the strength of the local economy is the fact that, with the exception
of a de minimis l% decline in the first quarter of 2008, hotel room demand has increased every quarter
from the third quarter of 2007 through the fourth quarter of 2014.
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The City is also a regional destination, with approximately 7 to 9 million day trips by residents of
the surrounding area, making it one of the most popular destinations in Florida. However, in recent years,
the City has diversified beyond its traditional tourism based economy to become a leading multi-industry
business center, with entertainment, health care, culhrre, and professional services industries. The City
serves as host for several major television shows, including Burn Notice (USA), Magic City (Starz) and
Ballers (HBO), and has been the host for several recent feature productions, including Iron Man 3, Step
Up Revolution, Pain & Gain and Ride Along 2. In addition, the City hosted the inaugural eMerge
Americas Conference, showcasing the best and brightest technology innovators and entrepreneurs, including
Rokk3rlabs, a tech hub that is based in the City. In December 2014, the world's most prestigious art fair,
Art Basel, based in Switzerland, celebrated the thirteenth anniversary of its Miami Beach exhibition. Over
250 of the world's leading art galleries participate in Art Basel Miami Beach and an estimated 73,000
intemational visitors attended the 2014 event. Art Basel Miami Beach has increased in attendance and
sales every year since inception.
Retail tenants continue to open locations and expand in the City, joining established operations,
such as Armani Exchange, Kenneth Cole, Urban Outfitters, Diesel, Nicole Miller, Forever 21, H&M and
Gap, which recently opened its new two story location in the City. New retailers that joined the Miami
Beach market in20l4 included Athleta & Intermix, with Lululemon, Zadiqand Voltaire and Kiko Milano
scheduled to join in 2015. As of September 30 2014, Class A office space in prime locations continues
to generate interest, with a vacancy rate at the low level of approximately 9.9%. Such office space is
anchored by corporate tenants, such as LNR Property Corporation, Terranova, and Benetton.
Although there are factors beyond the City's control that have impacted the production of
entertainment projects, the entertainment industry continues as an important part of the City's economy.
The City remains a key location for the production of movies, fashion campaigns and television series.
Many international talent and model agencies have established and continue operations in the City and the
City continues to grow as an intemational destination for major events. In addition to Art Basel Miami
Beach, Design Miami, the South Beach Food and Wine Festival, the Miami Intemational Auto Show, the
South Beach Comedy Festival, the Miami Beach Intemational Boat Show and the Winter Music Conference
continue to provide a strong base for the special events, meeting and trade show segment of the City's
economy.
The City also remains a leader in the real estate industry, as the median price of homes and
condominiums continued to stabilize through 2014. Development in the City continues to grow,
specifically in North Beach, aL area historically overlooked for significant projects by developers. Growth
management initiatives in the late 1990's resulted in more limited supply, somewhat reducing the exposure
of excess new residential inventory that was experienced in some other cities. Since the end of 2008, as
recessionary pressures eased on the economy, the City has experienced quarterly increases of units sold,
and a decline in the number of condominium units for sale, from over 4,000 in early 2008, to 1,470 in
December 2013. In 2014 however, due to rising prices and a strengthening dollar, the sales velocity of the
market has eased, with the condo listing inventory increasing to 3,409 in 2014 from record lows in 2013.
MIAMI BEACH VISITOR AND CONVENTION ACTIVITY
Miami-Dade County and the Miami Beach Convention Center host a large number of conventions
and the City welcomes a large number of ovemight visitors each year. Set forth below is information
relating to convention center attendance and ovemight visitor activity.
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City of Miami Beach, Florida
Convention Center Attendance and Overnight Visitors
Fiscal Years 12004 - 2013 or 2005 - 20141
Convention Center
Fiscal Year Attendance
Ovemight
Visitors
Total Ovemight
Visitor Soendins
2004
2005
2006
2007
2008
2009
20t0
20tt
2012
2013
2014
649,677
707,133
889,695
632,700
708,875
661,625
667,327
589,663
5,143,740
4,894,053
4,963,569
5,383,09i
5,559,409
5,539,010
5,841,672
5,69',7,053
$ 7,889,608,756
7,344,719,992
7,468,633,814
7,524,151,558
8,104,378,579
8,088,739,484
9,207,340,602
10,614,159,967
Source: City of Miami Beach Finance Department.
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Oriein
Tourism and Visitor Activity
Domestic and International Overnight Visitors
Miami-Dade County Fiscal Years [2009 - 2013 or 2010 - 20141
(in 000)
Fiscal Year Ended Seotember 30.
2010 2011 20122009 2013
Domestic Regions
Northeast
Southern
Midwest
Westem
Total Domestic Visitors
International Regions
South America
Caribbean
Central America
Europe
Canada
Other Intemational Regions
Total Int ernational Visitors
Total Overnight Visitors
Expenditures*
Domestic Overnight Visitors
lntemational Ovemight Visitors
Total Expenditures
3,082.0
1,487.9
1,144.0
537.6
6,251.5
2,549.5
682.1
517.3
1,279.0
537.7
I18.8
5.684.4
r tj3ss
$ 5,954.1
1 1,1 56.5
$l_7-Ll-0.6
3,196.0
1,568.5
1,220.6
558.9
6,948.5
2,836.8
688.5
525.1
1,306.5
581.4
I15.8
6,060.1
12.604)
$ 6,484.7
12,428.6
$ 18.913.3
3,362.1
1,700.1
1,291.2
595.1
6,948.5
3,182.9
702.8
537.6
1,324.7
627.9
1 19.8
6,495.7
134442
$ 7,088.7
14.528.6
$ru.
3,423.2
1,7 50.6
1,300.9
600.2
1,014.9
3,435.6
718.8
550.1
1,364.4
640.5
120.3
6,833.7
13.9085
$ 1,482.3
15,183.0
$22.66s.3
3,401.4
1,781.0
1,263.6
641.2
1,087.2
3,737.1
719.2
561.5
1,332.4
660.6
120.9
7 .131.7
142189.
$ 7,839.9
1s,954.1
$23.794.0
Source: Greater Miami Convention and Visitors Bureau.
+ Average Daily Expenditures.
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Overnight Visitors by Region
Fiscal Years 12009 -2013 or2010 -20141*
Fiscal Year Ended September 30.Region 2009 2010 20ll 2012 2013
Miami Beach
Downtown Miami
Airport Area
North Miami-Dade/Sunny Isle
South Miami-Dade
Coral Gables
Key Biscayne
Coconut Grove
Doral
Total
45.1%
17.6
tt.4
12.5
2.6
N/A
100%
44.1%
18.7
13.8
9.5
1.3
N/A
100%
41.2%
21.7
13.0
9.8
0.8
0.7
700%
42.0%
t7.6
r7.2
10.0
5.0
4.9
2.7
0.9
0.7
r00%
43.6%
18. l
16.5
10.8
4.7
4.2
1.3
0.5
0.9
100%
5.8
5.7
2.4
5.8
5.4
2.5
3.9
5.1
2.6
Source: Greater Miami Convention and Visitors Bureau.
* Numbers may not add, due to rounding.
TRANSPORTATION
Surface Transportation
The County has a comprehensive transportation network designed to meet the needs of residents,
travelers and area businesses. The County's internal transportation system includes (i) Metrorail , a24.8
mile above-ground, electric rail system connecting South Miami-Dade and the City of Hialeah with the
downtown Miami and civic center areas; (ii) Metromover, a fully automated, 4.4 mile above-ground,
electric rail, double-loop people mover system that carries passengers around downtown Miami's central
business center, south to the Brickell Avenue business and intemational banking centers and north to the
Andrienne Arsht Performing Arts Center and Omni shopping center areas; and (iii) the County's Metrobus
system, which operates over approximately 29.3 million revenue miles per year and provides over 76.8
million passenger trips annually. The County also provides para-transit services to qualified elderly and
handicapped riders. The County's para-transit services supply over 1.68 million passenger trips annually.
In addition, cargo rail service is available from both Miami International Airport and the Port of Miami,
and Amtrak has a passenger station in the City of Miami. Tri-Rail, a 72-mlle train system, links the City
of West Palm Beach, the Town of Boca Raton, the City of Fort Lauderdale, the City of Hollywood and
Miami Intemational Airport.
Miami International Airport
Miami International Airport is one of the busiest airports in the world for both passenger and cargo
traffrc. It ranks twelfth (12'h) in the nation and twenty-fifth (25'h) in the world in passenger traffic and has
the second highest intemational passenger traffic in the United States. The airport ranks third (3'd) in the
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609
nation and eleventh (l 1'h) in the world in tonnage of domestic and intemational cargo movement. During
Fiscal Year 2014 Miami Intemational Airport handled 40,844,964 passengers and2,187,943 tons of air
freight. More than 88 airlines serve Miami Intemational Airport, flfng passengers to more than 150
destinations around the globe.
Port of Miami
The Port of Miami, known as the "cruise capital of the world," is an island port that encompasses
649 acres of land. It is the world's largest multi-day cruise port and is operated by the Seaport Departrnent
of Miami-Dade County. Embarkations and debarkations on cruise ships totaled over 4.7 million passengers
at the Port of Miami during Fiscal Year 2014. The Port of Miami is currently home to twenty-eight (28)
cruise ships that operate throughout the year. Such ships, owned by eight (8) separate cruise ship
companies, include some of the largest cruise ships in the world.
The Port of Miami is also a hub for Caribbean and Latin American commerce. These countries
accounted for over one-half of the 7.6 million tons of cargo transferred through the Port of Miami during
Fiscal Year 2014. The Port of Miami has also expanded its relationships in the global community. As a
result, trade with the Far East, Asia and the Pacific coast accounted for almost 39o/o of the total cargo
handled at the Port of Miami during Fiscal Year 2014.
RECREATION
There are numerous parks and playgrounds in the City. Each park provides different amenities,
from tennis and bocce courts to swimming pools and tot lots, to Vita courses and barbecue pits. There are
four (4) Vita courses, two (2) public swimming pools, and numerous tennis courts, including the Holtz
Tennis Stadium, which hosts championship, professional and amateur toumaments.
Offshore, the Gulf Stream provides a variety of game fish, while the Miami Beach Marina provides
an abundance of space to house boats as well as direct access to the Atlantic Ocean and the Gulf Stream.
The Marina is a private development on City owned, bay front land in the South Pointe area of the City.
Renovation has increased the number of boat slips to 388, making the Marina a first class facility and the
largest marina in the area.
In the north part of the City, the public can enjoy a leisurely sail in the quiet waters of Biscayne
Bay from the Miami Beach Sailport. The facility, though open to all ages, was specially designed to teach
young adults the basic art of sailing on small prams.
The City owns two (2) championship golf courses that are open to the public. The two (2)
championship courses, Miami Beach Golf Course and Normandy, offer a clubhouse complete with a
restaurant, lounge and pro shop.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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APPENDIX B
City of Miami Beach, Florida Engineer's Report for the
Stormwater Revenue Bonds, Series 2015
611
APPENDIX C
Basic Financial Statements of the City of Miami Beach, Florida
for the Fiscal Year Ended September 30,2014
612
APPENDIXD
The Resolution
613
APPENDIXE
Proposed Form of Opinion of Bond Counsel
614
APPENDIX F
Proposed Form of Opinion of Disclosure Counsel
615
Date of Delivery
City Commission of the
City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach, Florida 33139
City of Miami Beach, Florida
Stormwater Revenue Bonds
Series 2015
Ladies and Gentlemen:
We have served as Disclosure Counsel in connection with the issuance by the City of Miami
Beach. Florida (the "City") of its $in aggregate principal amount of Stormwater Revenue
Bonds, Series 2015 (the "Series 2015 Bonds"). The Series 2015 Bonds are being issued with the terms,
for the purposes and subject to the conditions set forth in 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"), as described
in the Official Statement dated ,2015 relating to the Series 2015 Bonds (the "Official
Statement'). A11 capitalized terms used in this opinion that are not defined herein and not normally
capitalized shall have the meaning ascribed to such terms in the Official Statement.
In connection with the issuance and delivery of this opinion, we have considered such matters of
law and fact and have relied upon such certificates and other information fumished to us as we have
deemed appropriate. We are not expressing any opinion or views herein on the authorization, issuance,
delivery or validity of the Series 2015 Bonds. To the extent that the opinions expressed herein relate to
or are dependent upon the determination that the proceedings and actions related to the authorization,
issuance and sale of the Series 2015 Bonds are lawful and valid under the laws of the State of Florida, or
that the Series 2015 Bonds are valid andbinding obligations of the City enforceable in accordance with
their terms, or that interest on the Series 2015 Bonds is excluded from the gross income of the owners
thereof for federal income tax purposes, we understand that you are relying upon the opinions delivered
on the date hereof of Squire Patton Boggs (US) LLP and no opinion is expressed herein as to such matters.
The scope of our engagement with respect to the issuance of the Series 2015 Bonds was not to
establish factual matters and, because of the wholly or partially non-legal character of many of the
determinations involved in the preparation of the Official Statement, we are not passing on and do not
assume any responsibility for, except as set forth in the last sentence of this paragraph, the accuracy or
completeness of the contents of the Official Statement (including, without limitation, its appendices) and
we make no representation that we have independently verified the accuracy, completeness or fairness of
such contents. As your counsel, we have participated in the preparation of the Official Statement and in
discussions and conferences with officials of the City, Bond Counsel for the City, the Consulting Engineers
for the City, the Financial Advisors for the City, the Underwriters for the issuance of the Series 201 5 Bonds
and Bryant Miller Olive P.A., Counsel to the Underwriters, in which the contents of the Official Statement
and related matters were discussed.
F-1
616
City Commission of the
City of Miami Beach, Florida
Date of Delivery
Page 2
Solely on the basis of our participation in the preparation of the Offrcial Statement, our examination
of certificates, documents, instruments and records relating to the City and the issuance of the Series 2015
Bonds and the above-mentioned discussions, nothing has come to our attention which would lead us to
believe that the Official Statement (except for the financial, statistical and demographic data and
information in the Official Statement, including, without limitation, the appendices thereto, and the
information relating to DTC, its operations and the book-entry only system, as to which no opinion is
expressed) contains an untrue statement of a material fact or omits to state a material fact that is necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading.
We are also of the opinion that the continuing disclosure undertaking set forth in the Resolution
and in the Disclosure Dissemination Agent Agreement of the City dated , 2015 and
delivered at the closing for the Series 2015 Bonds, satisfies the requirements set forth in Rule 15c2-12(b)(5)
of the United States Securities and Exchange Commission, as such requirements apply to the issuance of
the Series 2015 Bonds.
ln reaching the conclusions expressed herein we have, with your concurrence, assumed and relied
on, without independent verification, the genuineness and authenticity of all signatures not witnessed by
us, the authenticity of all documents, records, instruments and letters submitted to us as originals, the
conformity to originals of all items submitted to us as certified or photostatic copies, the legal capacity and
authority of the persons who executed such items, the accuracy of all warranties, representations and
statements of fact contained in the documents and instruments submitted to us, and the continuing accuracy
on this date of any certificates or other items supplied to us regarding the matters addressed herein. As
to questions of fact material to our opinions, we have relied upon and assumed the correctness of the public
records and certificates by, and representations of, public officials and other offrcers, and representatives
of the parties to this transaction. We have no actual knowledge of any factual information that would lead
us to form a legal opinion that the public records or certificates which we have relied upon contain any
untrue statement of a material fact.
The opinions expressed herein are based upon existing law as of the date hereof and we express
no opinion herein as of any subsequent date or with respect to any pending legislation. We assume no
obligation to supplement this opinion if any applicable laws change after the date hereof or if we become
aware of any facts that might change the opinions expressed herein after the date hereof. The opinions
expressed herein represent our professional judgment, are not a guarantee of result, and are limited to the
laws of the State of Florida and the United States of America.
The opinions expressed herein are fumished by us as Disclosure Counsel to our client, the City,
and solely for the use of the addressee named above. Such opinions shall not extend to, and may not be
relied upon by, any other persons, firms, or corporations without our express prior written consent. The
opinions expressed herein are limited to the matters set forth herein, and to the documents referred to
herein, and do not extend to any other agreements, documents or instruments executed by the City. No
other opinion should be inferred beyond the matters expressly stated herein.
Respectfully submitted,
LAW OFFICES OF STEVE E. BULLOCK, P.A.
F-2
617
APPENDIX G
Form of Disclosure Dissemination Agent Agreement
618
t8t{! THUISDAY. MARCII 25. 2015 t\F MiamiHeEld.com I l,llAr{l IIERALD
r.-,.-,,
---
::. lrr'f,g*; . ] CTTT OF MIAMIBEACH
NOTICE OF SECOND PUBLIC HEARING
NOTICE E HEREBY given that a second reading,/public hearing will be held by the Mayor
and Clty Commisslon of the City ot Miami Beach, Florida, in the Commission Chambers,
3rd Floor, Clty Hall, 1700 Convention Center Drive, Miami Beac+1, Florida, on Wednesday,
Aprll 15, A)15 at 10i4O a.m,, or as soon thereafter as the matter can be heard, to consider
th6 adoption of:
A Resolutlon Of The Mayor And Clty Commlsgon Of The Clty Ol Mtaml Beach, Flortda
Authorizing The lssuance Of Not To Exceed $100,000,m0 ln Aggregate Principal Amount
Of City Of Miami Beach, Florida Stormwats Revenue Bmds, Seri€s 2015, For The Principat
Purpose Of Paying A Part Of The Cost Of Certain lmpovernents To The Stormwater Utility,
Pursuant To Section 209 Oi Resolution No. 2mG24127 Adopted By The Gity On October
18, 2000; Provldlng That Said Serles 2015 Bonds And lnterest Thereon Shall Be Payable
Solely As Provided ln Said Resolutlon No. 2000-24127 And Thls Resoh.rtion; Prwidlng Certain
Detalls Of The Series 2015 Bonds; Delegating Oth€r Details And Matters ln Connectlon With
The lssuance Ol The Series 2015 Bonds, lncluding Whether The Series 2015 Bonds Shall
Not Be Secured By The ReseNe Account And Mrether To Secure A Credit Facility ArrU
Or A Resele Account lnsurance Policy, To The Clty Manager, Within The Umitations And
R€strlctions Stated Horeln; P€rmltting Conditional Optlonal Bedemption Of Th€ Serios 2O1S
Bonds; Appolntlng Undenudterc, A Bond Rogistrar And A Dsclooure Disseminatlon Agent;
Authorizlng Ths Negotated Sal€ Ot The Serios 2015 Bonds And Approvlng The Form Of And
Authorizlng Ths Ex€cutlon Of A Bond Purchase Agreernent; ArnhorElng And Drectlng The
Bond Reglstrar To Authonllcab And DellverThe Series 2015 Bords; Approving The Form Ol
And Dlstrlbution Of A Prelimlnary OfflcialStatemert AndAnOflbiatStatementAndArborizlng
The Execution Of The fficlal Slalement; Provldlng For The Applicatlon Of The Proeeds Ol
The Series Z)15 Bonds And Creatlng Gertain Funds, Accounts And Subaccounls;Arfiorizing
A Bmk-Entry Reglstratlon System With Respect To The S€rles 2015 Bonds; Covenanting To
Provlde Contnulng Dlsclosureln Conn€ctlon Wth The Serles 2015 BondsAnd ApprovlngThe
Form OI And Authorlzlng The Executlon .And Deliwry Of A Continuirg Disclosure Agreement;
Authorizing Officers And Employees O{ The City To Take All Necessary Related Actions; And
Providing For An Effectlve Dale. lnquiries nay be dircctd to the Flnance De@fti,f,nt et
g]/5.6n.7574.
INTERESTED PABTIES are invited to appeal at this meEting, or be represented ry an agent,
or to express their vi€r,s in writing addressed to lhe Cily Commission, e/o the City CleIk,
1700 Convention Center Drlve, 15. Floor, CiV Hall, Miami Beach, Florida gl139. This item is
a/ailable for public inspection during normal business hours in the Office of the City Clerk,
1700 C,onventlon Center Drive, 1d Floor, City Hall, Miami Beach, Florida 33 139. This meeting,
or any item herein, may be contlnued, and under srch circumstancEs, additlonal legal notice
need mt be provided.
Pursuant to Section 286.0105, Fla. Stat., theCity herebyadvise the public that il a person
decides to appeal any decision made by the City Commission with respect to any matter
considered at its meeling or lts hearing, such person must ensure that a wrbatim record ol
the proceedlngs is made, whlch record includ€s the testimony and evidence upon which the
app€al ls to be based. Thls notlc€ does not consthute consent bythe City for the introductlon
ffadnlsslon of othelwlse lnadnissible or irrelevant evidence, nor does it authorize challenges
or appeals not oth€rwbs allow€d by law.
To request thls materlal ln alternate format, sign l:mgu4e hterpreter (ffvday notice Equlrsd),
information on acc€ss for p€rsons wlth dlsabllltles, arrl/or any accommodatlon to rcview any
documenl or particlpate in any clty-sponsored proceedings, call 305.604.2439 and select 1
for Engllsh or 2 for Spanish, then optlon 6; TTY users may call via 71 1 (Florida Relay Service).
Rafud E. Grando, Clty Clerk
Clty of Mlaml Beach
Ad rflt4
Publbh ln Thurcdayb Naighbors Secdon ol The Miami Herald, March 26, 2015.
619
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