R7E-Issue Tax Increment Resort Tax And Parking Revenue BondsGondensed Title:
lntended Outcome Su
COMMISSION ITEM SUMMARY
FIRST READING / PUBLIC HEARING
A.ENDA ,r.u Rl E
A RESOLUTION OF THE MAYOR AND ACH, FLORIDA
AUTHORIZING THE ISSUANCE BY THE MIAMI BEACH REDEVELOPMENT AGENCY OF NOT TO EXCEED
$430,000,000 rN AGGREGATE pRtNCtPAL OF TAX TNCREMENT REVENUE BONDS (CrrY CENTER/HTSTORIC
CoNVENTION VTLLAGE), tN ACCORDANCE W|TH THE REQUIREMENTS OF CHAPTER 153, PART lll,
FLORIDA STATUTES, AS AMENDED; AUTHORIZING OFFICERS AND EMPLOYEES OF THE CITY TO TAKE
ALL NECESSARY ACTIONS lN CONNECTION THEREWITH;AND PROVIDING FOR AN EFFECTIVE DATE.
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA
AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $24O,OOO,OOO ]N AGGREGATE PRINCIPAL AMOUNT OF
CITY OF MIAMI BEACH, FLORIDA RESORT TAX REVENUE BONDS, SERIES 2015 FOR THE PURPOSE OF
FINANCING IMPROVEMENTS TO THE MIAMI BEACH CONVENTION CENTER; PROVIDING FOR THE
ISSUANCE OF ADDITIONAL BONDS ON A PARITY THEREWITH; PROVIDING FOR THE SECURITY AND
PAYMENT OF ALL BONDS ISSUED PURSUANT TO THIS RESOLUTION; PROVIDING CERTAIN DETAILS OF
THE SERIES 2015 BONDS; DELEGATING CERTAIN MATTERS lN CONNECTION WITH THE ]SSUANCE OF
THE SERIES 2015 BONDS TO THE CITY MANAGER, INCLUDING WHETHER THE SERIES 2015 BONDS
SHALL NOT BE SECURED BY THE DEBT SERVICE RESERVE ACCOUNT AND WHETHER TO SECURE A
CREDIT FACILITY AND/OR A RESERVE ACCOUNT INSURANCE POLICY, WITHIN THE LIMITATIONS AND
RESTRICTIONS STATED HEREIN; APPOINTING UNDERWRITERS, PAYING AGENT, REGISTRAR AND
DISCLOSURE DISSEMINATION AGENT; AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2015
BONDS AND APPROVING THE FORM AND AUTHORIZING EXECUTION OF THE BOND PURCHASE
AGREEMENT FOR THE SERIES 2015 BONDS; APPROVING THE FORM OF PRELIMINARY OFFICIAL
STATEMENT FOR THE SERIES 2015 BONDS AND AUTHORIZING EXECUTION OF THE FINAL OFFICIAL
STATEMENT FOR THE SERIES 2015 BONDS; COVENANTING TO PROVIDE CONTINUING DISCLOSURE lN
CONNECTION WITH THE SERIES 20,15 BONDS AND APPROVING THE FORM AND AUTHORIZING
EXECUTION OF A CONTINUING DISCLOSURE AGREEMENT; AUTHORIZING OFFICERS AND EMPLOYEES
OF THE CITY TO TAKE ALL NECESSARY ACTIONS IN CONNECTION WITH THE ISSUANCE OF THE SERIES
2015 BONDS;AND PROVIDING FOR AN EFFECTIVE DATE.
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA
AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $8O,OOO,OOO IN AGGREGATE PRINC]PAL AMOUNT OF
CITY OF MIAMI BEACH, FLORIDA PARKING REVENUE BONDS, SERIES 2015, FOR THE PRINCIPAL
PURPOSE OF PAYING THE COST OF CERTAIN IMPROVEMENTS TO THE PARKING SYSTEM, PURSUANT
TO SECTION 209 OF RESOLUTION NO. 2010-27491 ADOPTED BY THE CITY ON SEPTEMBER 20, 2O1O;
PROVIDING THAT SAID SERIES 2015 BONDS AND INTEREST THEREON SHALL BE PAYABLE SOLELY AS
PROVIDED IN SAID RESOLUTION NO. 2010-27491 AND THIS RESOLUTION; PROVIDING CERTAIN DETAILS
OF THE SERIES 2015 BONDS; DELEGATING OTHER DETAILS AND MATTERS 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 CITY MANAGER, WITHIN THE LIMITATIONS AND
RESTRICTIONS STATED HEREIN; APPOINTING UNDERWRITERS, A BOND REGISTRAR AND A
DISCLOSURE DISSEMINATION AGENT; AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2015
BONDS AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF A BOND PURCHASE
AGREEMENT; AUTHOR]ZING AND DIRE9TING 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 wlTH 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.
. lmprove alliance with key business sectors, namely hospitality, arts, and international
business with a focus on enhanced culture, entertainment, and tourismo Maximize the Miami Beach brand as a world-class destination
Supporting Data (Surveys, Environmental Scan, etc.):o Environmental Scan - Convention Center Attendance: 54% increase since 2004o Community Survey - Average resident attends events at the Convention Center twice per year
0-t5E MIAMIBEACH DATE319
Item Summary/Recommendation: FIRST READING PUBLIC HEARING
The City is planning to issue three different series of bonds for the financing of the Convention Center project in
addition to the $55 million of the Miami-Dade County General Obligation Bonds funding provided by the County.
Below is a summary of the sources and uses of the different types of funding sources for this project.
Convention Genter Funding Plan
Sources of Furds
Addional RDA Prqiects 36,000,000
TotalRDA Bonds with Additional Projects re65[63i-
County GO
1% ResortTax Bonds
Parking Bonds
RDA Bonds
Total Gonvention Center Projecls
Total Funding Sources
Uses of Funds
Convention Center
Convention Center Parking
Total Convention Center Cosl
Additional RDA Projects
Total Funding Usas
$54.400,000
204,500,000
&t,811,756
272,667,631
596,379,387
$531.567,631
&t,811,756
596,379,387
Based on 8112115 budget.
ln addition to the Convention Center Bonds, the RDA bonds will also finance the following projects within the RDA
City Center district:
. $3.75 million programmed for the second half of the funding for the Bass Museum lnterior Expansion
Project;. $12 million programmed for the improvements to 1 7h Street and Connectors to Lincoln Road;o $20 million programmed for Lincoln Road lmprovements from Washington Avenue to Lenox Avenue, which
will be based on the Lincoln Road Master Plan cunently undenray.
ln addition to the above additional RDA projects, all of the outstanding RDA bonds will be refinanced. Cunently,
outstanding bonds total $54,990,000 ($10 million for the Series 19984, $27,815,000 for the Series 2005A, and
$17,175,000 for the Series 20058). The 1998A, 2005A & 20058 bonds are cunently projected to have a combined
net present value refinancing savings of $3,268,002.
The security for the repayment of these amounts will be the net revenues generated from the Parking System, the
additional 1% Resort Tax, and the Tax lncrement Funds of the RDA.
Financial lnformation:
tr{^J
\ourcc.of Funds:
OBPI
Amount Account Approved
To be appropriated from the
Convention Center Revenues and the
Bonds Proceeds
Total
320
g MIAMIBEACH
City of Miomi Beqch, I 200 Convention Center Drive, Miomi Beoch, Florido 33,1 39, www.miomibeochfl.gov
COMMISSI N MEMORANDUM
Mayor Philip Levine and Members the City
Jimmy L. Morales, City Manager
September 30, 2015
A RESOLUTION OF THE MA AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA AUTHORIZING THE ISSUANCE BY THE
MIAMI BEACH REDEVELOPMENT AGENCY OF NOT TO EXCEED
$43O,OOO,OOO IN AGGREGATE PRINCIPAL OF TAX INCREMENT REVENUE
BONDS (C!TY CENTER/HISTORIC CONVENTION VTLLAGE), !N
ACCORDANCE WITH THE REQUIREMENTS OF CHAPTER 163, PART III,
FLORIDA STATUTES, AS AMENDED; AUTHORIZING OFFICERS AND
EMPLOYEES OF THE CITY TO TAKE ALL NECESSARY ACTIONS IN
CONNECTION THEREWITH; AND PROVIDING FOR AN EFFECTIVE DATE.
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA AUTHORIZING THE ISSUANCE OF NOT TO
EXCEED $24O,OOO,OOO IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF
MIAMI BEACH, FLORIDA RESORT TAX REVENUE BONDS, SERIES 2015
FOR THE PURPOSE OF FINANCING IMPROVEMENTS TO THE MIAMI
BEACH CONVENTION CENTER; PROVIDING FOR THE ISSUANCE OF
ADDITIONAL BONDS ON A PARITY THEREWITH; PROVIDING FOR THE
SECURITY AND PAYMENT OF ALL BONDS ISSUED PURSUANT TO THIS
RESOLUTION; PROVIDING CERTAIN DETAILS OF THE SERIES 2015
BONDS; DELEGATING CERTAIN MATTERS lN CONNECTION WITH THE
ISSUANCE OF THE SERIES 2015 BONDS TO THE GITY MANAGER,
INCLUDING WHETHER THE SERIES 2015 BONDS SHALL NOT BE
SECURED BY THE DEBT SERVICE RESERVE ACCOUNT AND WHETHER
TO SECURE A CREDIT FACILITY AND/OR A RESERVE ACCOUNT
INSURANCE POLICY, WITHIN THE LIMITATIONS AND RESTRICTIONS
STATED HEREIN; APPOINTING UNDERWRITERS, PAYING AGENT,
REGISTRAR AND DISCLOSURE DISSEMINATION AGENT; AUTHORIZING
THE NEGOTIATED SALE OF THE SERIES 2015 BONDS AND APPROVING
THE FORM AND AUTHORIZING EXECUTION OF THE BOND PURCHASE
AGREEMENT FOR THE SERIES 2015 BONDS; APPROVING THE FORM OF
PRELIMINARY OFFICIAL STATEMENT FOR THE SERIES 2015 BONDS
AND AUTHORIZING EXECUTION OF THE FINAL OFFICIAL STATEMENT
FOR THE SERIES 2015 BONDS; COVENANTING TO PROVIDE
CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 2015
BONDS AND APPROVING THE FORM AND AUTHORIZING EXECUTION
TO:
FROM:
DATE:
SUBJECT:
SSION
FIRST READING
PUBLIC HEARING
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Convention Center Bonds
September 30, 2015
Page 2 of 9
OF A CONTINUING DISGLOSURE AGREEMENT; AUTHORIZING
OFFICERS AND EMPLOYEES OF THE CIry TO TAKE ALL NECESSARY
ACTIONS IN GONNECTION WITH THE ISSUANCE OF THE SERIES 2015
BONDS; AND PROVIDING FOR AN EFFECTIVE DATE.
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$8O,OOO,OOO IN AGGREGATE PRINGIPAL AMOUNT OF CITY OF MIAMI BEACH,
FLORIDA PARKING REVENUE BONDS, SERIES 2015, FOR THE PRINCIPAL
PURPOSE OF PAYING THE COST OF CERTAIN IMPROVEMENTS TO THE
PARKING SYSTEM, PURSUANT TO SECTION 209 OF RESOLUTION NO. 2010.
27491 ADOPTED BY THE CITY ON SEPTEMBER 20, 2010; PROVIDING THAT
SAID SERIES 2015 BONDS AND INTEREST THEREON SHALL BE PAYABLE
SOLELY AS PROVIDED IN SAID RESOLUTION NO. 2010.27491 AND THIS
RESOLUTION; PROVIDING CERTAIN DETAILS OF THE SERIES 2015 BONDS;
DELEGATING OTHER DETAILS AND MATTERS IN CONNECTION WITH THE
ISSUANCE OF THE SERIES 2015 BONDS, INCLUDING WHETHER THE SERIES
2015 BONDS SHALL NOT BE SECURED BY THE RESERVE AGCOUNT AND
WHETHER TO SECURE A CREDIT FACILITY AND/OR A RESERVE ACCOUNT
INSURANCE POLICY, TO THE CIry MANAGER, WITHIN THE LIMITATIONS AND
RESTRICTIONS STATED HEREIN; APPOINTING UNDERWRITERS, A BOND
REGISTRAR AND A DISCLOSURE DISSEMINATION AGENT; AUTHORIZING THE
NEGOTIATED SALE OF THE SERIES 2015 BONDS AND APPROVING THE FORM
OF AND AUTHORIZING THE EXEGUTION 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 APPLIGATION 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.
BACKGROUND
Spanning four city blocks and located in the heart of South Beach, the Miami Beach Convention
Center (MBCC) currently accommodates meetings, conventions, tradeshows and consumer
shows. The Convention Center originally opened in 1957 and received a major expansion and
facelift in 1989, doubling it in size. Currently the MBCC boasts over 1,000,000 square feet of
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Convention Center Bonds
September 30, 2015
Page 3 of 9
flexible space, including over 500,000 square feet of exhibit space, and over 100,000 square
feet of versatile pre-function area space and 70 meeting rooms comprised of 127,0Q0 square
feet.
The expansion and renovation of the Miami Beach Convention Center project will transform the
building to "Class A" standards which shall include Silver LEED certification upgrades and
enhanced technology. The design modifications will include the re-orientation of the exhibit
halls, fagade upgrades, site improvements along the canal, and along all roadways, the addition
of a grand ballroom, junior ballrooms and meeting rooms, and two levels of rooftop parking.
The interior renovation work focuses on the redistributed division of the four main exhibition hall
spaces, and the additional programming of more flexible arrangements of private meeting
rooms and additional indoor/outdoor versatile exhibition spaces. Currently, the four main exhibit
halls are divided into quadrants-two accessible solely from Washington Avenue (Halls A and
B) and the other two solely accessed from Convention Center Drive (Halls C and D). The new
Convention Center re-orients the halls in an EastMest direction with the primary access from
Convention Center Drive leading into a new grand, open double height entry lobby. Washington
Avenue will serve as a secondary means of pedestrian entry.
The project will also include substantial improvements to the north of the property. The new
addition at the northern portion of the property features an enclosed ground floor parking area
and truck loading and delivery arca. Above this, a 60,000 square foot grand ballroom is
proposed offering vistas of the beautified 2lstStreet Park that will span along Collins Canal and
feature the to-be-restored Historic Cad Fisher Clubhouse. This addition will create a new
internalized loading area and will include two helix ramping entrance accesses to the roof level
parking.
The Washington Avenue elevation will become predominately pedestrian in nature with the
elimination of the visitor drop-otf and cab cueing areas. The streetscape modifications will
include a green edge along the avenue with native shade trees to promote a more pedestrian
friendly experience. Convention Center Drive will in turn become the main access point for
vehicular access and for the visitors' drop-off area. Modifications will include a new median
along Convention Center Drive and 19th Street creating a more sophisticated streetscape and a
more celebrated boulevard experience. The Canal walk will be substantially improved and will
create a softer northern edge to the MBCC.
The project also includes the demolition of the existing Recreation Center along Washington
Avenue and the creation of a neighborhood park. Another architectural feature of the project is
the proposed rooftop indoor and outdoor meeting space located in the southwestern corner of
the roof. This will offer the patrons expansive views out onto the new Civic Park proposed to
replace the surface parking lot.
ln association with the renovations to the Miami Beach Convention Center, a new urban park,
dining pavilion and Veterans Plaza is being created to replace a surface parking lot that
currently contains spaces for approximately 800 vehicles. Convention Center Park has been
envisioned as a neighborhood park. The park includes a series of six clustered 'shaded edges'
that will line the perimeter of the 6-acre park and surround an internal great flexible lawn.
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ANALYSIS
ln November 2007, the Mayor and City Commission approved Ordinance 2007-3582 which
amended the procedures that the City followed in connection with the approval of a bond issue
and added the following Section to Chapter 2 of the Miami Beach City Code, entitled
"Administration"; Article V entitled "Finance"; Sec. 2-278, entitled "Procedures governing the
issuance of bonds.
Sec. 2-278. Procedures governing the issuance of bonds.
(a) Prior to the adoption by the city commission of the final resolution approving the
rssuance of any bonds by the city, the following requiremenfs sha// be complied with:
(1) ln order for the city commrsslon and the public to be fully informed on all matters
relating to the proposed rssuance of bonds, the city manager shall prepare, or cause
to be prepared, a fiscal analysis of the economic impact of the proposed bond
issuance using the following criteria:
a) The estimafed cosf 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 cost of maintaining, repairing and operating such project or
projects.
(2) Upon completion of the fiscal analysis ln 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.
At the August 28, 2015, meeting of the Finance and Citywide Projects Committee, the
Committee voted to recommend approval of the issuance of these three bonds to finance the
construction of the Convention Center project in accordance with Sec. 2-278(aX2).
lf approved by you today, in accordance with Sec.2-278(aX3), a second public hearing will be
held for these proposed bond issues on October 14,2015, and will be advertised at least fifteen
(15) days prior to the public hearing date.
FINANCING PLAN
The City is planning to issue three different series of bonds for the financing of the Convention
Center project in addition to the $55 million of the Miami-Dade County General Obligation
Bonds funding provided by the County. Below is a summary of the sources and uses of the
different types of funding sources for this project.
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Convention Center Bonds
September 30, 20't5
Page 5 of 9
Convention Center Funding Plan
Sources of Funds
Addional RDA Projects 36,000,000
Total RDA Bonds with Additional Projects re66?S-57
s632,379,387
County GO
1% ResortTax Bonds
Parking Bonds
RDA Bonds
Total Convention Center Projects
Total Fundlng Sources
Uees of Funds
Convention Center
Convention Center Parking
Total Convention Center Cost
Additional RDA Projects
Total Fundlng Usee
Based on 8112115 budget.
s54,400,000
204,500,000
64,811,756
272,667,631
596,379,387
$531,567,631
64,81't,756
596,379,387
RDA Bonds
The RDA Bonds will be issued in a par amount of approximately $359 million based on current
market conditions to produce project proceeds of approximately $309 million which will include
the $36 million of ancillary projects as well as a funded debt service reserve. The RDA bonds
will provide proceeds for the renovation of the Convention Center and creation of the park but
will also provide for other RDA prolects in the City's adopted Construction lmprovement Plan.
These projects are the following:. $3.75 million programmed for the second half of the funding for the Bass Museum
lnterior Expansion Project;. $12 million programmed for the improvements to 17th Street and Connectors to Lincoln
Road;. $20 million programmed for Lincoln Road lmprovements from Washington Avenue to
Lenox Avenue, which will be based on the Lincoln Road Master Plan currently
underway.
The City intends to develop a six-acre surface parking lot at the front door of the Convention
Center into a park amenity for both convention center users and local residents. Following the
trend of convention centers in Boston, Houston, Chicago, Washington DC, Orlando and Atlanta,
the City plans to develop the park as an extension of the convention center into the
outdoors. The park area is planned to be used for convention opening night gatherings and
local social events, as well as a place for local residents to enjoy.
The park at the convention center is envisioned to include an open lawn, shaded areas,
meandering paths, and plaza spaces. The park is also planned to include a Veterans Plaza
and a restaurant pavilion in the theme of Tavern on the Green in New York City or The Grove in
Houston's Discovery Green Park. The park will have the necessary underground utilities to
accommodate the needs of virtually any type of event. Construction costs for the park are
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Convention Center Bonds
September 30, 2015
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estimated to be approximately $14 million and are included in the costs above.
ln addition to the Convention Center Project and the additional RDA projects, all of the
outstanding RDA bonds will be refinanced. Currently, outstanding bonds total $54,990,000 ($10
million for the Series 1998A, $27,815,000 for the Series 2005A, and $17,175,000 for the Series
20058). The 19984,2005A & 20058 bonds are currently projected to have a combined net
present value refinancing savings of $3,268,002. (Exhibit A)
The County and the City have negotiated and agreed to establish that from FY 2014-15 through
FY 2021-22, any operating RDA funding not used for debt service and operating expenses will
go into a fund to be used for shortfalls and eventually prepayment of debt. The County and the
City have also agreed that from FY 2022-23 until FY 2043-44, the County will receive a refund
of City Center (RDA) operating expenses based on its pro rata share of revenues contributed to
the Trust Fund, and that any remaining funding will be used to extinguish debt early. Please
see attached Exhibit B City Center CRA Revenue Projection and Funds Flow Schedule and
preliminary RDA bond analysis Exhibit A.
Resort Tax Bonds
The Resort Tax Bonds proceeds will be issued in an amount of approximately $205 million.
Although it is planned to pay debt service from only the additional one cent, all Resort Taxes will
be pledged in an effort to strengthen the credit and resulting market reception to these bonds.
The Resort Tax Bonds will require the implementation of the additional 1o/o tax on hotel beds
before the bonds can be issued and will be pledged as the funding source to pay these bonds.
The implementation of the additional 1% tax will require two readings before the City
Commission following the approval of the Guaranteed Maximum Price (GMP). The first reading
is scheduled for October 21't and the second reading is scheduled for October 28, 2015.
Please see Exhibit D for Resort Tax Bond Analysis.
Parkins Bonds
The Parking Bonds proceeds will be issued in an amount of approximately $65 million. The
Parking Bonds will finance the building of the parking garage as a component of the renovated
Convention Center. The 802-space Parking garage will have an estimated operating revenue
from FY 2019 through FY 2023 of approximately $3.4 million annually. Operating expenses are
expected to be $853,400 in FY 2019 and increase about 2.5o/o €nnually until FY 2023. The net
operating income of the garage will be approximately $2.5 million each year from FY 2019
through FY 2023. See Exhibit C for Parking Bond Analysis.
The security for the repayment of the Parking Bonds will be the net revenues generated from
the Parking System.
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Convention Center Bonds
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Countv GO Bonds
ln the 2004 Amendment to the lnterlocal Agreement (CDT), the County agreed to provide the
City with a $55 million grant to fund a ballroom in the Convention Center. From this amount, the
City has already spent approximately $g.A million in the design phase of the Convention Center,
leaving approximately $44.6 for the construction phase of this project.
Proiect Fiscal Analvsis
The total cost of the Convention Center project is estimated to be $596.4 million, and will take
approximately 30 months to complete.
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 Convention Center Bond issue.
ln response to Sec. 2-278 (a)1(a): the estimated cost of the project on account of which such
bonds are to be issued. The total Convention Center project is estimated to cost $596.4 million.
(Exhibit E)
ln response to Sec. 2-278 (a)1(b): the estimated revenues fo be generated by the projects.o The projected revenue to be received by the RDA in Tax lncrement Revenues will be
$40 million in FY2016 up to $54 million inFY 2023. (Exhibit B). Upon the completion of the project, the projected gross event revenues in the first five
years of operation will be approximately $104 million which will include revenue
generated from trade shows, conventions, consumer shows, banquets, meetings and
special events. However, the Convention Center is expecting to generate an average
net operating loss for the first five year after the renovation of approximately $3.8 million
per year. (Exhibit F)o The Park revenue expected to be generated in the first five years of operation is
approximately $774,000. (Exhibit F)o The estimated revenue from the parking spaces is $2.5 million each year from FY 2019
through FY2023. (Exhibit G)o The additional one cent of resort tax is expected to generate approximately $12 million in
year one and grow by 3% annually. (Exhibit H)
Additionally we have provided a schedule of estimated revenue coverage of Debt Service for
Convention Center Project financing. (Exhibit J)
ln response to Sec. 2-278 (a)1(c): the estimated annual cosf of maintaining, repairing and
operating such projects.o The County and the City have agreed that the RDA will provide for an ongoing adequate
operating and maintenance subsidy for the Convention Center, in addition to the existing
$4.5 million per year and annual year-end revenue sharing that the City currently
receives from Convention Development Taxes through 2048. The Third Amendment to
the Convention Development Tax (CDT) lnterlocalAgreement will allow for an additional
annual operating and maintenance subsidy starting at $1 million in 2017 and increasing
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Convention Center Bonds
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Page 8 of 9
each year by $750,000 until it equals $4 million by 2021 and remain at $4 million until
2025, or a total of $8.5 million. lt will then escalate at 4 percent or Consumer Price
lndex (CPl) annually (whichever is less) startingin 2026 over the life of the Convention
Center, funded either through RDA funds or through Convention Development Taxes,
depending on the availability of the latter. That funding will remain in place until 2048.
(Exhibit B & l)o The Park operating expenses is expected to be $2.9 million on the average each year
for the first five years. (Exhibit F). The estimated operating expense of the Parking spaces will be approximately $853,400
in FY 2019 and increasing about 2.5o/o each year until FY 2023. (Exhibit G)o The additional one cent Resort Tax will be used for debt service.
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
Parking System, the additional 1o/o Resort Tax, and the Tax lncrement Funds of the RDA.
Because of the character of these three bonds, the 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 and the RDA to authorize the negotiated sale of
these Series 2015 Bonds.
Debt Compliance
The attached Resolutions delegates to the City Manager and Executive Director of the RDA,
relying upon the recommendation of the Chief Financial Officer and RBC Capital Markets (the
City's and RDA's Financial Advisor), the determination of various terms of these Series 2015
Bonds, including whether to secure one or more Credit Facilities and/or Reserve Account
lnsurance Policies with respect to these Series 2015 Bonds, the final award of these Series
2015 Bonds, and certain other actions in connection with the issuance of the Series 2015 Bonds
and the refunding of the Outstanding Prior Bonds, all as provided and subject to the limitations
contained herein.
The Chief Financial Officer is further authorized to establish procedures in order to ensure
compliance by the City and by the RDA with these Series 2015 Continuing Disclosure
Agreements, including the timely provision of information and notices. Prior to making any filing
in accordance with such agreements, 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 and the RDA, 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 and RDA'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 and RDA, a Disclosure Dissemination Agent
Agreement (the "Series 2015 Continuing Disclosure Agreements"), with Digital Assurance
Certification, L.L.C. (.DAC'), which is hereby appointed as disclosure dissemination agent with
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Convention Center Bonds
September 30, 2015
Page 9 of 9
respect to these Series 2015 Bonds, in substantially the form presented at the meeting at which
these Series Resolutions were 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 these Series
2015 Continuing Disclosure Agreements, for and on behalf of the City and RDA by the Chief
Financial Officer, shall be deemed conclusive evidence of the City's and RDA's approval of the
Series 201 5 Continuing Disclosure Agreements.
U.S. Bank National Association is hereby appointed as Bond Registrar for these Series 2015
Bonds.
The officers, agents and employees of the City and RDA, 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 these Series 2015 Bonds, the
Bond Resolutions, the Series 2015 Bond Purchase Agreements, the Series 2015 Continuing
Disclosure Agreements and these Series Resolutions, for the full, punctual and complete
performance of all the terms, covenants, provisions and agreements of these Series 2015
Bonds, the Bond Resolutions, the Series 2015 Bond Purchase Agreements, the Series 2015
Continuing Disclosure Agreements and these Series Resolutions.
Conclusion
The Administration recommends that the Mayor and City Commission of the City of Miami
Beach, Florida, approve the resolution on first reading and schedule a second reading public
hearing on October 14,2015.
JLM/JWjr(@
Attachments (presented in draft form):
Preliminary Official Statement-RDA
Bond Purchase Agreement-RDA
Disclosure Dissemination Agreement-RDA
Escrow Deposit Agreements-RDA
Preliminary Official Statement-Resort Tax
Bond Purchase Agreement-Resort Tax
Disclosure Dissemination Agreement-Resort Tax
Prelim inary Official Statement-Parking
Bond Purchase Agreement-Parking
Disclosure Dissemination Agreement-Parking
329
EXHIBITS
Toble of Conients
EXHIBIT A RDA Bonds Anolysis
EXHIBIT B RDA PreFormo
EXHIBIT C Porking Bonds Anolysis
EXHIBIT D Resort Tox Bonds Anolysis
EXHIBIT E Convention Center Proiect Budget
EXHIBIT F Convention Center 8-Yeor ProFormo
EXHIBIT G Porking 802 - Spoce ProFormo
EXHIBIT H Resort Tox Collections History
EXHIBIT I Convention Center ond Pork Operoting Proiections
EXHIBIT J Convention Center Finoncing Debt Service Coveroge
330
-E-r--rre
I ?15 . 20]5
&A$&&A$ffiffi&fl*e*Glw\*ffif v\*ffituP%%ffi ffi
331
4ng 25, 2015 7 t42 pm Prepared by Morgan Stanley / ALC EXHIBIT A pug. t
SOIIRCES AND USES OF FI.]NDS
Miami Beach City CenterRDA
Combined 2015 Financings
Dated Date
Delivery Date
t2/t012015
tzlt0t20t5
RDA Convention
Center
Financing,
Series 2015
(New Money)
Series 2015
Taxable
Refunding of
Series 19984
Non-Callables
Series 2015
Taxable
Refunding of
Series 2005A
Series 2015
Tax-Exempt
Current
Reflrnding of
Series 20058 Total
Bond Pncceeds:
Par Amounl
Premium
308,765,000.00
25,813,867.05
9,970,000.00 25,650,000.00 l4,l 10,000.00
1,354,705.20
358,495,000.00
27,t68,572.25
334,578,867,05 9,970,000.00 25,650,000,00 15,464,705.20 395,663,572.25
RDA Convention
Center
Financing,
Series 2015
(New Money)
Series 2015
Taxable
Refunding of
Series 1998,4
Non-Callables
Serix 2015
Taxable
Refunding of
Series 20054
Series 2015
Tax-Exempt
Current
Refunding of
Series 20058 Total
Project Fund Deposits:
Project Fund
Refiuding Esorow Deposits :
Cash Deposit
SLGS Purchases
Other Fund Deposits:
Debt Service Reserve Fund
Delivery Date Expenses:
Cost oflssuance
Underwriter's Discount
Other Uses ofFunds:
Additional Proceeds
10.23
9,896,968.00
9,896,978.23
308,667,63 1.00 308,667,631.00
40,835,030,23
9,896,968.00
50,731,998.23
23,748,375.00
25,470,010,00 15,365,010.00
25,470,010.00 15,365,010.00
23,748,375.00
617,530,00 19,940.00 5 1,300.00 28,220.00 716,990,00
1,543,825.00 49,850.00 128,250.00 70,550.00 1,792,475.00
2,161,355.00 69,',790.00 98,770.00 2,509,465,00
925.20 6,103.02
179,550.00
440.00t,506.0s 3,231.77
334,578,867.05 9,970,000.00 25,650,000.00 15,464,705.20 395,663,572.25
Morgan$tantey
332
>aa
C(s
cra
G'
C'Tog
EXHIBIT A
\o \c
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Ni
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.. >r oI 'rii
$ 3o'*e E6S EH
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m
o
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No
m
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oo
c\t+
6
Foo-t G! oso\4caho6atctoo€o6mN
d-
o
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ooo\
\o
o6*:
hFoeq\qc'l\o:oho6r+Nvle'l .+ 6
HM
\o \o \o \o6\ 6\ O\ O\Oa-oolC-€\O€qc'.lqqme.loN
ooooooeooooooooooooo
h600\of-hrts6EH
€o\h<o drm
ir b
EEH
E$fi€N6.-E bo6Fc.l tr.9 o o'E
.E H H.E$rr&.:loOP
E.r.i'E.:iE€,tri g gob55EEe&a
{**troxxx'5dddEFFF<E===Xooor'iddN
{riOOo
HOOOfrv)u)o
s$
*
oo> br)EEb0 .=ofz4
>.Eoo
Hi;
tq
o
oboatr
Ei5
H A$O b'E EEz ts H 5,e
'l
iD i aO>{V Uii
rt 9R E
IIi rd oO g.E EH-o o5 .EE A2 H,q: s"
a
ar)
o
oa,
6lobl)d
UJ
o
tr6
ln
Ebo
o
,o
't,l)
do.o
pr
Eo.
c.l\f
F
ooil
6l
h0a
333
Aug 25, 2015 7 :42 pm Prepared by Morgan Stanley / ALC EXHIBIT A pue"r
BOND ST]MMARY STATISTICS
Miami Beach City CenterRDA
Combined 2015 Financings
Dated Date
Delivery Date
First Coupon
Last Mahtrity
Arbitrage Yield
True Interest Cost @C)
Net Interest Cost(NIC)
All-In TIC
Averago Coupon
Average Life (years)
Weighted Average Maturity (years)
Duration of Issue (years)
ParAmount
Bond Proceeds
Total Interest
Net Interfft
Total Debt Service
Maximum Annual Debt Service
Average Annual Debt Service
Under$,ritefs Fees (per $1000)
Average Takodown
OtherFee
Total Underwrircds Discount
Bid Price
5.000000
107.078508
Average
Average MaturityLife Date
wrcno$
tut0l2015
06latD016
t2l0tD043
2.672t64%
4.3t9196%
4.546324%
4.335531%
4.9485190/o
17.500
17.563
I 1.698
3s8,495,000.00
38s,663,s72.25
312221,510.60
286,845,413.35
670,716,5t0.60
21,748,375.00
23,975,55',1.85
5.000000
Bond Component
Par
Value Price
Average
Coupon
PVoflbp
change
Serial Bonds (Taxable)
Serial Bonds (Tax-ExempQ
Term Bond 1 (Tax-Exempt)
Term Bond 2 (Iax-Exempt)
35,620,000.00 100,000
166,28s,000.00 110.721
90,430,000.00 106.212
66,160,000:00 105.628
4.068 0V03t2020$1n 09119n029
23.075 01106DA39
27.008 12J72DO42
2.939%
4.989o/o
5.000%
5.000%
3.826
3.867
14.214
15.423
t3,213.60
137,834.s5
7s,96120
s4,912.80
358,49s,000.00 281.922.15
TlC
AII-In
TIC
Arbitage
Yield
Par Value
+ Accrued Interest
+ Premium (Discount)
- Undenrrite/s Discount
- Cost oflssuance Expense
- Other Amounh
Target Value
Target Date
Yield
358,495,000.00
27,t68,572.25
(1,792A7s.00)
3s8,495,000.00
27,168,572.25
(1,792,47s.00)
(716,990.00)
49,730,000.00
1,354,705.20
383,871,097.2s
1ArcDot5
4.1191960/o
383,154,107.25
12110D015
4.335531%
51,084,705.20
lut0D015
2.672164%
MorEanStantey
334
EXHIBIT A Page 4hq 25, 2Ol 5 7 :42 pm Prepared by Morgan Stanley / ALC
BONDPNCING
Miami Beach CitY Center RDA
Combined 20 I S-Finanoiugs
Manrity
ElEt€Yiold
Yicld to
Prioe Maturity
CsI
Datc
Call Prcmim
Pricc (Dismrmt)
Bond Componenl Rao
Scrial Bonds (Iax-Exeryt):
nlon016
la0v2017
12l0ln0'l
la0ln0D
12101n020
nntnozt
laolno22
1a01n023
lu01lz024
1210112025
1210112026
9l01nvn
,2filn028
Dlgln029
nnt2030
l2lotlz03r
la|ln$z
Dl0lnB3pnln$4
1210112035
TmBond I (fu-ExemPt):
Dl0ln$6
Dnv2037
nl0ln068
lUotn$g
72l0ll7M0
Tm Bond 2 Cfa-Ex€EPt):
ra0u204l
nnw042
la0tD04r
n|01n044
Srial Bonds (IuablQ:
la01D016
lzJ01D0l7
lu01n0l8
l2J0ll20l9
Dl\1nu20
laiv202l
pl0ln022
1,795,000 z.00vh
1,t40,000 3.0wh
1,905,000 4.00v4
1,990,000 4.000%
2,090,000 5.000%
2,190,000 5.000%
2,300,000 5.00u/o
8,520,000 5.000%
8,960,000 5.000%
9,415,000 5.000p/o
9,900,000 5.00v/"
10,410,000 5.000%
10,940,000 5.000%
11,505,000 5.000%
12,095,000 5.000%
12,715,000 5.000%
13,365,000 5.000%
14,050,000 5.00aoa
14,'.t70,000 5.000%
t5,530,000 5.Q0V/o
166r85,000
16,325,000 5.000%
17,160,000 5.000%
1E,040,000 5.000Yo
1E,965,000 5.ooo%
19,940,000 5.000yo
90,430,000
20,960,000 5.000n/o
22P35PO0 5.0000/6
23,165,m0 5.000%
5.000%-- 66166,000
t0t.319
103.541
t07,247
t08.5?2
ll3.833
114.631
l 15.081
tt5.625
I 15.633
I 15.544
n3.892 C 3.167%
u2.358 C 3.1120/o
llt.ll3 c 3.9No/o
110.,t96 C 43ll'/o
109.884 C 4.110%
109.363 C 4.190%
10t.930 c 4.2560/o
108.500 c 1,3150/o
t0t.l57 c 1.363%
107.816 C 4.407%
23,676.05
66,994.40
i38,055.35
I69,587.80
2E9,109.70
320,418.90
346,863.00
1,331,250.00
1,400,716.80
1,463,467.60
t00.000 1,375,308.00
100.000 1p85,467.80
t00.000 1,215,762.20
100.000 1,207,564.80
100.000 1,195,469.E0
100.000 1,190,505.45
100.000 1,193,494.50
t00.000 1,194,250.00
100.000 1,704,788.90
100.000 1.213,824.80
17,827,575.85
0.ill%
1,110o/o
1.s00%
1.770%
2.060%
2.160%
2.6200/o
2.800%
3.000%
3.1700/o
1.3s0%
3.52OYo
3.660Yo
3.730o/o
3.800%
3,8600/o
3.9t0%
3.%0%
4.00@/o
4.040%
4.?3,0%
123,0%
4.230%
4.2!0%
4.2300/.
4.300%
4.3N%
4.300n/o
4.30o0/o
tuttn0z5
taitD025
tv01n0z5
ta$ln025
tu0ln025
tuiln025
taDlt2025
tuiln025
laoLn025
tu0Ln0z5
LO62IL C 4.580% luolr2ozs t00.000 1,014'109'00
ioa:n c 4.580% tzfilnozs 100.000 1,065'979'20
tos,ztz c 4.580% luoLt?oz' 100.000 1,120'644'E0
1o6i.2lz c 4.580% luolnozs 100.000 1'17t,105'80
loe.ztz c 4.580% Lzntnozs 100.000 1'238'572'80
5.617,5 1l'60
10s,628 C 4.64s% tu01tD25
105.628 C 4.645% lu|lnozs
105.628 C 1.6450/o l2l0ln025
105.628 C 4.645% la0ln025
100.000 1,179,628.t0
ro0.00o 1,240,129.E0
100.000 1303J2620
l00.0oo _
3,123,484.80
4,765,000
4,845,000
4,945,000
5,065,000
5230,000
5185,000
5.485,000
35,620,000
1.426%
t.576yo
2-114o/o
'2.693%
2.913%
3.332%
3.sEZ%
1.426Vo 100.0001.s76% 100.0002.tr4% 100.0002.693% 100.000
2.943% 100.000
3.332o/o 100.000
3.582% 100.000
27,t68,572.2s
358,495,000
Dated Date
Dolivery Date
FiBt CouPon
PuAmout
Premim
Production
Undffiit€ds Di$outrt
Purchsc Prie
Accrued lnt Gt
Nct Procceds
lafiD0ls
laL0D0l5
06n1D0L6
35E,495,000.00
nJ68,572.25
385,663,5T2.25 107.578508%
(1Je2fi5,00) (0.s00ooo7o)
383,87 1,097 25 107.078308%
3E3,871,097.25
MorganStanteY
335
Atg25,2015 7:42 pm Prepared by Morgan Stanley i ALC EXHIBIT A pue.s
SUMMARY OF REFUNDING REST]LTS
Miami Beach City CenterRDA
Combined 2015 Financings
Dated Date
Delivery Date
Arbitrage yield
Esorow yield
Value of Negative Arbitage
Bond ParAmount
True Interest Cost
Net lnterost Cost
Average Coupon
Average Life
Par amount ofrefuaded bonds
Average coupon ofrefunded bonds
Average life of refunded bonds
PV of prior debt1o lal0/2015 @2.672164%
NetPV Savings
Percentage savings of refunded bonds
Percentage savings of refunding bonds
t2n0l20ls
t2/10t2015
2.6721640/o
1.1802380/o
398,985.10
49,730,000.00
2.8009460/o
2.8s9322%
3.4031010/o
4.090
49,355,000.00
5.258257%
4,195
54,348,110.79
3,268,002.56
6.621421%
6.s71491%
MorganStantey
336
Aug 25, 2015 7 :42 pm Prepared by Morgan Stanley / ALC EXHIBIT A Page 6
Date
SAVINGS
Mi:ami Beach City Center RDA
Combined 2015 Financings
Prior Refunding
Debt Service Debt Service Savings
Present Value
to l2ll0l20l5
@ 2.6721641%
09t30/2016
09130/2017
09R012018
09t3012019
0913012020
098012021
09R012022
a9/3012023
1,261,649.65
8,400,323;75
8,403,379.75
8,409,722.50
8,418,064.00
8,443,743.00
8,451,948.50
E,467,67$.00
706,67s.04
7,995,707.21
8,003,004.16
8,011,856.91
8,018,488.03
8,046,278,35
1,929,270.80
7,940,736.35
555,024,61
404,616.54
400,31s,59
397,865.59
399,575.97
397,464.65
s22,677;10
526,941.6s
547,426.05
388,364.39
375,484.58
364,452.13
357,465.98
346,956.54
445,377.85
437,878.08
60,256,509.15 56,651,966.85 3,604,5A30 3,263,405.59
Savines Summary
PV ofsavings from cash flow
Plus: Refunding funds on hand
Net PV Savings
3,263,405.59
4,596.97
3,268,002.56
MorganStantey
337
4ru425,2015 7:42 pm Prepared by Morgan Stanley /ALC EXHIBIT A rug"z
BOND DEBT SERVICE
Miami Beach City Center RDA
Combined 201 5 Financings
Period
Bnding
Dated Date 1211012015
Delivery Date l2ll0l20l5
Principal Coupon Debt Service
09t30/20t6
09R0/2017
09130/2018
09/30120t9
09t30t2020
09/30/2021
w/30/2022
09/3012023
09/30/2024
09/3012025
09t30t2026
09/30DA27
09/30t2028
09/30/2029
09R0/2030
09/30/2031
09R0t2032
09R0t2033
09RA12034
09R0/2035
09n0D036
09t3012037
09/3012038
09/30/2039
09t3012040
0913012041
09/30/2042
09t30t2043
09B0/2044
6,560,000
6,685,000
6,950,000
2055,000
7,320,000
7,47s,000
7,785,000
8,520,000
8,960,000
9,415,000
9,900,000
10,410,000
10,940,000
I 1,505,000
12,095,000
12,715,000
13,365,000
I4,050,000
14,770,000
15,530,000
16,325,000
17,160,000
18,040,000
18,965,000
19,940,000
20,960,000
22,035,000
23,165,400
** o/to
** o/o
** o/o
** Yo
** o/o
** o/o
** o/o
5.000%
5.000%
5.000%
5.0000/o
5.0000/o
5.000o/o
5.000%
5.000%
5.0000/o
5.000%
5.000%
5.000%
5.000%
5.000%
5.000%
5.000o/o
5.000%
5.000%
s.000%
5.000%
5.000Yo
8,039,793.79
16,8'.13,9s7.21
16,756,254.16
16,600,106.91
16,401,738.03
16,164,528.35
15,892,520.80
15,593,986.35
t5,225,250.00
14,788,250.00
14,328,875.00
13,846,000.00
13,338,250.00
12,804,500.00
12,243,375.00
11,653,375.00
I 1,033,125.00
10,381,125.00
9,695,750.00
8,975,250.00
8,217,750.00
7,421,375.04
6,584,250,00
5,704,250.00
4,179,12s.00
3,806,500.00
2,784,000.00
1,709,125.00
519,125.00
8,019,793.79
23,433,957.21
23,441,254.16
23,450,106.91
23,456,738.03
23,484,528.35
23,367,520,80
23,378,986.35
23,745,250.00
23,748,250.00
23,143,875.00
23,746,000,00
23,748,250.00
23,144,500.00
23,748,375,00
23,148,375.00
23,148,125.00
23,746,125.00
23,145,150.00
23,745,250,00
23,747,750.00
23,146,375.00
23,',|44,250.00
23,144,250.00
23,744,125,00
23,746,500.00
23,744,000.00
23,744,125.00
23,144,125.00
358,495,000 312,221,510.60 670,716,510.60
MorganStantey
338
Aug25, 2015 1:42pmPreparedbyMorganStanlev/AlC
-
EXHIBIT A PageS
NBTDEBTSERVICE
Miami Beach CitY Center RDA
Combined 2015 Financings
Total Debt Service Net
principal Interest Debt service Reserve Fund Debt service
Period
Ending
0913012016
09/3012017
09R012018
09/3012019
09130/2020
09/30n021
09i3012022
0913012023
098012024
091301202s
09t30D026
09l30D0z7
09130t2028
0913012029
0913012030
09t3012a31
098012032
0913012033
0913012034
0913012035
09t30/2036
0913012037
09130/2038
09130/2039
0913012040
0913012041
0913012042
0913012043
09l30l204/
6,560,000
6,685,000
6,850,000
7,055,000
7,320,000
7,475,000
7,785,000
8,520,000
8,960,000
9,415,000
9,900,000
l0y'lo,o0o
10,940,000
1 1,505,000
12,095,000
12J15,000
13,365,000
14,050,000
14,770,000
15,530,000
16,325,000
17,160,000
I 8,040,000
1E,965,000
19,940,000
20,960,000
22,035,000
23,165,000
8,039,793.79
16,873,957.21
16,756,254.16
16,600,106.91
16,401,738.03
76,164,528.35
15,892,520.80
15,593,986.35
15,225,250.00
14,788,250.00
14,328,875.00
13,846,000.00
13,338,250.00
12,804,500,00
12,243,375.00
11,653,375.00
1 1,033,125.00
10,381,125,00
9,695,750.00
8,975,250.00
8,217,750.00
7,421,375.00
6,584,250.00
5,704,250.00
4,779,125,00
3,806,500.00
2,784,000.00
1,709,125.00
579,125.00
8,039,793.79
23,433,957.21
23,441,254.16.
23,450,106.91
23,456,738.03
23,484,528.35
23,367,520.80
23,378,986.35
23,145,250.00
23,148,25A.00
23,743,875.00
23,746,000.00
23,748,250.00
23,144,500.00
23,748,375.00
23,748,375.00
23,',148,125.00
23,746,125.00
23,745,750.00
23,745,250,00
23,',141,150.00
23,746,375,00
23,144,250.00
23,144,250.00
23,744,725.00
23,746,500.00
23,744,000.00
23,744,125.00
23,144,125.00
112,804.78
237A83.76
231,483.76
237,4E3.76
237,483J6
237,483.76
237,483.76
237,483.76
237,483.76
237,483.76
237,4E3.76
237,483.76
237,483.76
231,483.76
237,483.76
237,483.76
237,483,76
237,483.76
237,483.76
237,483.76
237,483.76
237,483.16
237,483.76
237,483.76
237,483.76
237,483.76
237,483,76
237,483,76
23,867,116.88
7,926,989.ol
23,196,473.45
23,203,170.40
23,212,623.15
23,219254.27
23,247,044.59
23,130,037.04
23,141,502.59
23,507,766.24
23,510,766.24
23,506,391.24
23,508,516.24
23,510,766.24
23,507,016.24
23,510,891.24
23,510,891.24
23,510,641.24
23,508,641.24
23,508,266.24
23,507,766.24
23,510,266.24
23,508,891.24
23,5A6,766.24
23,506,166.24
23,506,641.24
23,509,016.24
23,506,516.24
23,506,641.24
(122,991.88)
358,495,000 312,22|,5fi.60 670,716,5|0.60 30,391,983.18 640,324'527.42
MorganStanteY
339
Aug 25, 2015 7:42 pm Prepared by Morgan Stanley / ALC EXHIBIT A pug.e
Period
Ending
RDA Convention
Center
Financing,
Series 2015
(New Money)
AGGREGAIE DEBT SERVICE
Miami Beach City CenterRDA
Combined 2015 Financings
Series 2015
Taxable Series 2015
Refunding of Taxable
Series 19984 Refimding of
Non-Callables Series 2005A
Series 2015
Tax-Exempt
Cunent
Refunding of Aggregate
Series20058 DebtService
09130/2016
09t30/2011
09t30t2018
09/3012019
09/30/2020
09/30/2021
09/30/2022
0913012023
09t3012024
09/30D025
09R0t2026
09R0t2027
09/30t2028
a9R0/2029
09/30D$A
09/30/2031
0913012032
09/30/2033
09130/2034
09BADA35
0913012036
09/3012037
09130/2038
09t30/2039
0913012040
09130/2041
09t30/2042
09t30D043
09130/2044
7,333,t68.75
15,438,250.00
15,438,250.00
15,438,250.00
15,438,250.00
15,438,250.00
15,438,250.00
15,438,250.00
23,745250.00
23,148250.00
23,743,87s.00
23,746,000.00
23,748,250.00
23,744,500.00
23,748,37s.00
23,748,375.00
23,748,t25.00
23,746,125.00
23,145,750.00
23,745,250.00
23,747,?50.00
23,746,315.00
23,'144,250.00
23,744,250.00
23;144,125.00
23,746,500.00
23,744,000.00
23,744,125.00
23,744,175.00
100,563.30
2,222273.95
2,226,602.94
2,233,120.25
2226,920.65
1,653,985.45
332,549.24
3,420,483.26
3,424,001,26
3,427,036.66
3,432,76',1.38
4,025,542.90
5,569,520.80
5,583,236.35
273,552.50
L3s2,9s0.00
2,352,400.00
a351,700.00
2,358,800.00
2,366,750.00
2,359,750.00
2,357,500.00
8,039,793.79
23,433,957.27
23,441,254.16
23,450,L06.9L
23,456,738.03
23,484,528,35
23,367,520.80
23,378,986.35
23,745,250.00
23,748,250.00
23,743,875.00
23,',|46,000.00
23,748,250.00
23,744,500.40
23,748,375.00
23,748,375.00
23,748,125.00
23,746,125.00
23,745,750.00
23,745,250.00
23,747,750.00
23,746,375.00
23,744,250.00
23,744,250.00
23,744,125.00
23,746,500.00
23,744,000.00
23,744,125.A0
23,744,125.00
614,064,543.75 14,663,466.50 29,215,097,85 16,773,402.50 610,716,510.6A
340
Ang 25, 201 5 7 :42 pm Prepared by Morgan Stanley / ALC EXHIBIT A pase to
ESCROW STATISflCS
Miani Beach CitY CenterRDA
Combined 2015 Financings
Modificd Yicldto Yicldto Pcrf€ot Veluoof
Total Dration PY of t bp Rreipt Disbmemt Estrow Negtive CGt of
Esmw Esmwcost (yrm) cbmgt Daie Dste cost Arbiragc DcadTimo
Scries 2015 Tuable Rofinding of S*im 198A Noa-Callable, Global Proeeds Esaowg,8g6,n5.23 2.7s3 2,751.32 l.l8O23S% 1.1802360/o 9,491991.84 39E985.10 r'29
Serics 2015 Tmble Refiudingof Srics 2005d Global Ptoecds Esmw:
25,470,010.00
Sorics 2015 Tu-ExmptCurdtRefimding ofSriee 20058, Global Proffids Escrow:
15J65,010.00
25370,010.00
15365,010.00
5033t898,3 2J53.32 50J33,011.84 398,98r.10 l.z9
Delivery dats
ArbiEaga leld
Corupositc Modified Dmtion
lu101201s
2.612164/o
2.783
Morqan$tantey
341
Alg 25, 2015 7 :42 pm Prepared by Morgan Stanley / A.LC EXHIBIT APage l1
SOURCES AND USES OF FUNDS
Miami Beach City Center RDA
RDA Convention Center Financing, Series 2015 (New Money)
Dated Date l2ll0l20t5
Delivery Date 12/10/2015
Souroes:
Bond Proceeds:
Par Amount
Premium
308,765,000.00
25,813,867.0s
334,578,867.05
Pmject Fund Deposits: .
Project Fund
Other Fund Deposits:
Debt Service Reserve Fund
Delivery Date Expenses:
Cost oflssuance
Underwriter's Discount
Other Uses ofFunds:
Additional Proceeds
308,667,63 1.00
23,748,375.00
6 17,530.00
1,543,825.00
2161.355.00
1,506.05
334,578,867.05
MorganStail[ey
342
Atg25,2015 1:4lpmPreparedbyMorganStanlev/AlC EXHIBIT A Pagel2
BOND SUMMARY STATISTICS
Miami Beach CitY Center RDA
RDA Convention Center Financing, Series 2015 (NewMoney)
Dated Date
Delivery Date
First Coupon
L,ast Maturity
Arbihage Yield
True Interest Cost(flC)
Net Interest Cost (NIC)
All-InTIC
Average Coupon
Average Life (years)
Weighted Average Maturity (years)
Drnation of Issue (Years)
ParAmount
Bond Proceeds
Total Intorest
Net IntEr€st
Totat Deh Service
Ma:<imum Annual Debt Sewice
Average Annual Debt Service
Underwrite/s Fees (per $1000)
Average Takedown
Other Fee
Total Underwritef s Discount
Bid Price
ta$n0$
tul0D0t5
06rcrn0rc
r2to1t2M3
3.969624o/o
4.t86144%
4.6025210/o
4.400978%
5.000000%
t9.776
19.615
12.791
308,765,000.00
334578,867.05
30s299,s43:7s
281p29,501.70
6t4p64,543.75
23:748,375.00
21950,475.20
5.000000
5.000000
I07.860360
Average
Average Average MaturitY
Coupon Life Date
Par
Value Price Duration
PVof 1bp
chango
Bond Compotent
Serial Bonds (Tax-ExemPt)
Term Bond I (Ia,x-ExemPt)
Term Bond 2 (Iax-ExemPt)
152,175,000.00
90y'30,000.00
66,160,000.00
1 10.825
106.212
105.628
5.000P/o
5.000%
5.000%
10.693
14214
(s.423
111,972.90
7s,961.20
54,912.80
14.670 08/112030
23.O75 0tn6r2$9
27.008 la0n042
308J65p00.00 19'776 262,846'90
JUOr
'
UJrvw'vv
TIC
fubitrage
Yield
All-In
TIC
Par Value
+ Accrued Int€rest
+ Premium (Discount)
- Underwritet's Discount
- Cost oflssuance ExPense
- Other Amouts
Target Value
TargotMe
Yield
308,765,000.00
25,813,867.05
(1,543,82s.00)
308,%5,000.00
25,813,867.05
(1,543,82s.00)
(617,s30.00)
308,765,000.00
25,813,867.05
333,035,042.05
l2lt0a0l5
4.3861M%
332117,512.05
1211012015
4.4009780/o
334,578,867.05
turcnols
3.969624%
MorgarrStantey
343
Au925,2015 7:42pm Prepared by Morgan Stanley / ALC EXHIBIT APage 13
Bond Componeat
Matuity
Dete
BONDPNCING
Miami Beach City Center RDA
RDA Convention Center Finansing, Series 2015 (New Money)
Amout Rat€
Yicld to Cdl
Yiold Prie Manrity Dsto
cdl
Price
Pramim
(-Digcormt)
Serial Bonds (Iu-Exempt):
L2t01DA3
t2l0t/2vt4
tu$tnizs
t210112026
tzl|w0z7
12/01t2028
12t0u2029
0t0tn$0
t2l0v203t
ruov2032
1210112033
12t0y2034
12t0y2035
TmBond I (fu-Excmpt):
12t0tD0r6
nntn$7
1210112038
tzt01t2039
,u01t2040
Term Bond 2 (fu-Exempt):
t2l0ln0/.l
w0tnuz
1210112043
12101D044
8,s20,000 s.wo%
8,960,000 5.@00/o
9,415,000 5.000%
9,900,000. 5.000%
10,410,000 5.000%
10,940,000 5.000%
11,505,000 5.N0%
12,095,000 5.000%
12,715,000 5.000o/o
13,365,000 5.0000/o
14,050,000 5.000%
v,n0,000 5.000%
15,530,000 5.000%
152,175,000
15,325,000
17,160,000
18,040,000
18,955,000
19,940,000
90,430,000
1t5.62s
I 15.633
I 15.5,14
113.892 C 3.16?0/o
112.358 C 3.7t2%
l1l.Il3 c 3900%
110.4 C 4.0t1%
109.884 C 4.1100/.
109.363 C 4.190%
108.930 C 4.2s6%
108.500 c 4.31s%
108.157 c 4.363%
107.816 c 4_407%
t06.212 C 4,580%
tM.2L2 C 4,5800/0
106.212 C 4.580%
t05.212 C 4.s80%
106.212. C 4s80%
1,331,250.00
1,400,716.80
1,463,467.60
100.000 137s,308.00
100.000 1,u6,46?.801oo.oo0 t215,762.20
100.000 1,207,564.80
100,000 1,195,469.80
100.000 1,190,505.4t
100.000 1,193,494.50
100.000 1,194,250.00
100.000 12!4,78890
100.000 1,213,824.80
16,472,870,65
100,000 1,014,109.00
100.000 1,065,979.20
100.000 1,120,6{4.80
100.000 1,178,105,80
100.000 ____121$za!q
5,617,5 I 1.60
100.000 1,t79,628.80
100.000 1,240,129.80
100.000 1,303,726.20
100.000 _
3,723,4E4,80
20,960,000 5,0000/o
22,035,000 5.0000/0
23,165,000 5.Q000/o
5.000%
66,160,000
105.628 C 4.615% 1U0112025
105.628 C 4.6450/o 1210112025
105.628 C 4.645% t2l0ll20L5
105.628 C 4.645o/o 1210112025
5.000%
5,000%
5.000%
5.000%
5-000o/o
2.800o/o
3.000P/o
3.t70%
3.350%
3.520%
3.660%
3.730%
3.800%
3.860%
3.914%
3.960%
4.0000/o
4.040%
4.230%
4230o/o
4.230%
4230%
4.230%
43000A
4.300%
4.300%
4.3000/.
1?/01D025
tzl0u202s
tvgu202s
ta0w02s
1?,0V2025
t?r'0u2025
r2t0w02s
ta0uz025
QJ0tno25
1A0tn02s
ta0v2025
0mnlzs
ta0U2025
taal2025
ta0y2025
308,765,000 2s,813,867.0s
Daled DatE
Delivery Date
Fint Coupoo
PtrAmout
Promim
Production
Undq*rilols Discormt
Puchse hice
Accrued IntgrEst
Net Pmecds
12fi0120t5
12n0D01s
06n1n016
308,765,000.00
25,8t3,867.05
334,578,867.0s 108.360360%
(1;543,825.00) (0.50000090)
333,035,042.05 107.8603600/o
333,035,042.05
Morgan$tantey
344
Avg25,2015 7:42pm Prepared by Morgan Stanley LtrLC EXHIBIT A Paset4
BOND DEBT SERVICE
Miami Beach City Center RDA
RDA Convention Center Financing, Series 2015 (New Money)
Dat€d Date L211012015
Delivery Datc laL0n0l5
Pcriod Anntat
Ending Priucipal Coupon tutores Debt Swice Debt Swi€
06t0v2016
09/30n016
t2t0tD0t6
06101n017
09/30n017
nlotn0n
06ntn0r8
09t30D018
t2t0lt20l8
06t01D0t9
0980n019
w0lno9
06t01D020
09R0n020
tu1v2020
06ntn021
09a,0t2021
D/0v2021
06nv2022
09/3,012022
w0tn022
06n1n023
09^.0n023Dn1n023 8,520,000 5.000% 7J19,125.00 16,239,125.00
06fi1?024
0980t2024
7.506.125,00 7,505.125.00
12t01t2024 8,960,000 5.000% 7,s06,125.00 16,466,t25.00
7_282,t25.00 7282,125.00
wo1n02s 9,415,000 5.000% 7282,125.00 16,697,125.00
06t0t/2026
09n0/2026
7,046,750.00 7,046,750.00
Dn|no26 9.900,000 5.000% 7,046,750.00 16,946,750.00
6,799,2so.00 6,7992s0.00
12t0112027 i0,410,000 5.000% 6i99,250.00 17,209,?50.00
6.539,000.00 6,539,000.00
L2ntn028 10,940,000 5.000% 6J39,000.00 17,479,000.00
6265,500.00 6265,500.00
12t0v2029 11,505,000 5.000% 6265,500.00 17,770,500.00
7333,168.15 7,333,16E.7s
7,333,168;t5
7:7t9,125.00 7J19,125.00
7JL9,l2s.o0 7J19,r25.00
15,438,250.00
7J19,t25.00 7J19,125.00
7J19,12s.00 7,719,12s.00
15,138,250.00
7:7r9,r2s.oo 7:719,125.00
7,7t9,175.00 7,719,125.00
15,138,250.00
7,7t9,t25.00 1,719,12s.00
7,719,175.00 1,719,125.00
I5,{38,250.00
7,719,125.00 7,719,125.00
7,719,125.00 7,719,125.00
15,138,250.00
7,719,125.00 7319,12s.00
7'719'125.'00 7'719'125.00
15,138,250.00
7 ,7t9 ,r25 .00 7 3 19 ,125 .00
1,719,125.00 7,719,125.00
1s,t38,250.00
5.977.E75.00 5,977,875.00
23,7452s0.00
23,748,250.00
23,743,875.00
2?,746,0W.00
23,7482s0.00
21J44,500.00
23,748,375.00
06t0v2025
09t30/2025
06/0v202'l
0913012027
06t01t2028
0913012v)8
06101nu29
09BUZAzg
06/0tn030
09/3A12030tuotna3a 12,095,000 5.000% 59'77,t7s.00 18,072,t75.00
o6lolao3t 5,675,500.00 5,675,500.00
ogl3o/2031 23,74E'37s'oo
Dlotn$t 12.715,000 5.000% 5,675,500.00 1t,390,500.00
06/0v2032 5,3s7,625.00 s357,625.00
og5on$z 23748'125'00
LUOtn$2 13,36s,000 5.000% 53s7,62s.00 18,722,625.00
o6/otn0f.3 5,023,500.00 5,023,500.00
09/3012013 23,746'125'00
t2t0y2033 14,050,000 5.000% 5,023,500.00 19,073,500.00
0610112034 4,672250,00 4,6722s0.00
osBonlB4 23,145,750.00
12t01t2034 14,?70,000 s.000% 4,672,250.00 19,142,250.00
06101t2035 4,303,000.00 4,303,000.00
ogtsolzo3s 23'745'250'00
,2rctno3s 15,530,000 5.000% 4,303,000.00 19,833,000.00
0610112036 3,914,750.00 3,914,?s0.00
09t30t2036 23,747,750-00
nrctn$o 16,325,000 5.000% 3,914,750.00 20,239,750.00
06t01t203? 3,s06,625.00 3,506,625.00
og\on$1 23,146,375.00
nrclnfs1 17,160,000 5.000% 3,506,625.00 20,666,6?,5.00
o6tov2o38 3,077,625.00 3,077,62s.00
og31nfr,8 23,744,250.00
t2t0v2038 18,040,000 5.000% 3,077 ,625.00 2r,111,625.00
0610117039 2,626,62s.00 2,626,62s.00
Morganstantey
345
Av925,2015 7:42 pm Prepared by Morgan Stanley /ALC EXHIBIT APag" 1s
BOND DEBT SERVICE
Miami Beach City Center RDA
RDA Convention Center Financing Series 2015 (New Money)
Period Auu8l
Ending hincipal Coupon Intcrcst Dcbt Seryioe Dcbt Sryi€
09B0nB9 23,7&.250.00
1210112039 18,955,000 5.000% 2,625,625.00 21,591,625.00
06to1n040 2,152,500.00 2,152,500.0009R0D010 23,744,t2s.00lu0ln040 19,940,000 5,000% 2,152,500.00 22,092,5a0,00
0610In04r 1,654,000.00 1,654,000,0009l30l2ul 23,746,500.00la0LD04L 20,960,000 5.000% 1,654,000.00 22,614,000.00
06101D042 1,130,000.00 1,130,000.0009R0DUZ 23,714,000.00ta0tD042 22p35,000 5.000% 1,130,000.00 23,165,000.0006101f2043 579,125.00 579,125.0009t30D043 23,744,t25.00pl01n0$ 23,165,000 5.000./. 579,125.00 23,744,125.W09t30D044 23,744,t25.00
308,765,000 305299,s43.75 614,064,s43.7s 614,064,543,75
MorganStantey
346
A:ulg 25, 201 5 7 :42 pm Prepared by Morgan Stanley / ALC EXHIBIT A page 16
Period
Ending
NETDEBTSERVICE
Miami Beach City Center RDA
RDA Convention Center Financing, Series 2015 (NewMoney)
Total DebtService Net
Principal Interest Debt Service Reserve Fund Debt Service
09t30t20t6
09t3012017
09B0n0t8
09/30n019
09130D020
0913012021
09/30D022
0913012023
09/30t2024
09130D02s
09R0t2026
09R0/2027
09/3012028
09/3012029
09i30n030
09t30D03t
09/30n$2
098012C33
09B0n034
09130/2035
09/30t2035
09130t2037
09130/2038
09R012039
09t30/2040
09t30D041
09130/2042
0980n043
0913012044
8,520,000
g,960,0oo
9,415,000
9,900,000
10,410,000
10,940,000
I 1,505,000
12,095,000
12,715,000
13,365,000
14,050,000
14,770,000
15,530,000
16,325,000
17,160,000
18,040,000
l 8,965,000
19,940,000
20,960,000
22,035,000
23,165,000
7,333,168.75
15,438,250.00
15,438,250.00
15,438,250.00
15,438,250.00
15,438,250.00
15,438,250.00
15,438,250.00
15,225,250.00
14,788,250.00
14,328,875.00
13,846,000.00
13,338,250.00
12,804,500.00
12,243,375.00
I 1,653,375.00
I 1,033,125.00
10,381,125.00
9,695,750.00
8,975,250,00
8,217,750.00
7,421,375.00
6,584,250.00
5,704,250.00
4,779,125.00
3,806,500.00
2,?84,000.00
1,709,125.00
579,125.00
7,333,168.75
15,438,250.00
15,43E,250.00
15,438,250.00
15J38,250.00
15,438,250.00
15,438,250,00
15,43E,250.00
23,745250.00
23,748,2s0,00
2i,743,875.00
23,746,000.00
23,74E,2s0.00
23,744,500.00
23,748,375.00
23,748,37s.00
23,748,125.00
23,746,125.00
23,745,750.00
23,745,250.00
23,747,750,00
23,746,375.00
23,744,250.00
23,744,250.00
23,744,125.00
23,746,500.00
23,744,000.00
23,744,125,00
23,744,125.00
112,804.78
237,483.76
237,483.76
237,483.76
237,483.76
237,483.76
237,483.76
237,483.76
231,483.76
231,483.76
237,483.76
237,4E3.76
237,483.76
237,483.76
237,483.16
237,483.76
237,483:16
237,483.76
237,483,76
237,483.76
237,483.76
237,483.76
231,483,76
237,483,76
237,483.76
237,483;t6
237,483.76
237,483,76
23,867,1 15.88
7,220,363.97
15,20tr,,766.24
t5,200,766,24
t5,2W,766.24
15,200,766.24
15,2N,766.24
15,20p',766.24
15,200,766.24
23,507,766.24
23,510,766.24
23,506,391.24
23,508,516,24
23,510,766.24
23,507,016.24
23,510,891.24
23,510,E91.24
23,510,641.24
23,508,641.24
23,508,266.24
x,507,766.24
23,510,266.24
23,508,891.24
23,506,766,24
23,5m,'.166.24
23,506,641.24
23,509,016.24
23,506,516.24
23,506,641.24
(122,991.88)
308,765,000 305,299,543.75 614,064,543.75 30,391,983.18 583,672,560.57
fVlorganrStanley
347
Attg25,20l5 7:42pm ?repared by Morgan Stanley /ALC EXHIBIT Arugeu
SOURCES AND USES OF FT]NDS
Miami Beach City Center RDA
Series 2015 Taxable Refuading ofSeries 1998A Non-Callables
Dated Date tafit20t5
Delivery Date lArcl2}ls
Bond Proceeds:
Par Amount 9,970,000.00
9,970,000.00
Refunding Escrow Deposits:
Cash Deposit
SLGS Purchases
Delivery Date Expenses:
Cost oflssuance
Underwritet's Discount
Other Uses ofFunds:
Additional Proceeds
10.23
9,896,968.00
9,896,978.23
19,940.00
49,850.00
69,790.00
3,231.77
9,970,000.00
MorEanStantey
348
Aug 25, 2015 7 :42 pm Prepared by Morgan Stanley / ALC EXHIBIT A page t8
BOND SUMMARY STATISTICS
Miami Beaoh City Center RDA
Series 2015 Ta:<able Refunding of Series 19984 Non'Callables
Dated Date
Delivery Date
First Coupon
last Maturity
Arbitrage Yield
True Interest Cost (TIC)
Net Interest Cost (MC)
All-tn TIC
Average Coupon
Average Life (years)
rileighted Average Maturity (years)
Duration of Issue (years)
Par Amount
Bond Proceeds
Total Interest
Net Interest
Total Debt Service '
Maximum Annual Debt Service
Average Annual Debt Service
Underwriter's Fees (per $1000)
Average Takedown
Other Fee
Total Underwritet's Discount
Bid Price
5.000000
99.500000
Average
Average Average Matudty
Coupon Life Dat€
wrcno$
turcn'$
06l0tD0l6
lonlD020
2.672164%
2.s67680%
2.566634%
2.640289%
2.394505%
2.n5
2.N5
2.808
9,970,000.00
9,970,000.00
69r,166.s0
743,316.50
10,663,456.s0
2233,120.2s
2,t43,4t0.35
5.000000
Bond Component
Par
Value Price
PVof 1bp
change
Serial Bonds (faxable)9,970,000.00 100.000 2.39s% 2905 luc/.n}lS 2,708.35
9,970,000.00 2.905 2,708.35
All-In
TIC
fubirage
Yield
Par Value
+ Accruod lnterest
+ Premium (Dscount)
- Underwrite/s Discouat
- Cost oflssuance Expense
- Other Amounts
Target Value
Target Date
Yield
9,970,000.00
(49,8s0.00)
9970,000.00
(49,8s0.00)
(19,e40.00)
9,970,000.00
9,920,150.00
t2ll0D0l5
2.567680%
9,900210.00
tarcnlls
2.640289%
9,970p00.00
taL0D0l5
2.6721640/o
349
Avg 25, 2015 7:42 pm Prepared by Morgan Stanley / AIC EXHIBIT APage le
BONDPRICING
Miami Beach City Center RDA
Series 2015 Taxable Refunding of Series 1998A Non-Callables
Maturity
Bond Component Date Amount Rate Yield Price
Serial Bonds (Taxable):
1u0y2016 2,025,000 1.426% 1.426% 100.000lA01D0l7 2,060,000 1.576% 1.5760/o 100.000luotn}fi 2,105,000 2.t14% 2.114% 100.000lU0lfz0lg 2,150,000 2.693% 2.6930/o 100.000lu0tn020 I,630,000 2.9430/o 2.943% 100,000
9,970,000
Dated Date
Delivery Date
First Coupon
Par Amount
Original Issue Discount
Production
Underwriter's Discount
Putchase Price
Accrued Interest
Net Proceeds
D/rcn0$
tarcD0l5
06/01D016
9,970,000.00
9,970,000.00 100.000000%
(49,850.00) (0.5000000/0)
9,920,150.00 99.500000%
9,920.150.00
Morgan$tantey
350
Atg 25, 201 5 7 :42 pm Prepared by Morgan Sanley / ALC EXHIBIT A Pase2o
SUMMARY OF REFI.]NDING RESTJLTS
Miami Beach City Center RDA
Series 2015 Ta,rable Refirnding of Series 19984 Non{allables
Dated Date
Delivery Date
Arbitage yield
Escrow yield
Value of Negative Arbitrage
Bond Par Amount
True lnt€rest Cost
Net Interest Cost
Average Coupon
Average Life
Par amount ofrefunded bonds
Average coupon ofr€funded bonds
Average life of refunded bonds
PV of prior debtto l2ll0l20l5 @2.6721640/o
Net PV Savings
Percentage savings of refunded bonds
Percentage slvings of refunding bonds
lu10l20l5
tztr0l20l5
2.6721640/o
1.180238%
398,985.10
9,970,000.00
2.567680%
2.566634%
2.3945050/o
2.905
E,520,000.00
6.680000%
2,979
9,497,983.08
(390,259.47)
(4.580510o/o)
(3.914338Y,)
lvlorgan stantey
351
Aug 25, 2015 7:42pm Prepared by Morgan Stanley / ALC EXHIBIT APage2r
SAVINGS
Miami Beach City Center RDA
Series 2015 Taxable Refunding of Series 19984 Non-Callables
Present Value
Prior Refunding to l2/l020t5
Date Debt Service Debt Service Savings @ 2,67216410/o
09130120t6 284,568,00 100,563.30 184,004.70 181,699.20
09130D017 2,101,t97.00 2,222,273.95 (121,076.95) (1t9,784.96)
0913012018 2,101,645.00 2,226,602.90 (124,957.90',) (l19,824.65)
09130D019 2,109,2M.00 2,233,120.25 (123,876.25) (115,2t6.74)
096012020 2,103,660.00 2,226,920.65 (123,260.65) (1n,219.33)
09/304,021 1,529,432.00 1,653885.45 (124,553.45) (109,144.76)
10,229,746.00 10,663,466.50 (433,720.50) (393,49t_24)
Savinss Summarv
PV ofsavings fiom cash flow
Plus: Refunding funds on hand
Net PV Savings
(393,491.24)
3,231.77
(390259.4',1\
MorganStantey
352
Aug25,2015 7:42pm Prepared by Morgan Stanley / ALC EXHIBIT A page21
Period
Ending
BONDDEBTSERYICE
Miami Beach City Center RDA
Series 2015 Taxable Refunding of Series 1998A Non-Callables
Dated Date 1U1012015
Delivery Date l?fiD0ls
Principal Coupon Debt Service
Ailual
Debt Service
06t0tn0t6
09r012016
t2t0t/2016
06101n0fl
09/30120L7
ta0v2011
06/01n018
09B0t20t8
t2t0t/2018
06/0t/2019
09t30120t9
t2t0tD0t9
0610u2020
09130/2020
12/01D020
0913012021
2,025,000
2,060,000
2,105,000
2,l50,ooo
l,63o,ooo
1.4260/o
1.576o/o
2.1140/o
2.6930/o
2.9430/o
100,563.30
105,856.10
91417.85
91,417.85
75,185.05
75,185.05
5293s.20
52,935,20
23,985.45
23,985.45
100,563.30
2,130,856. l0
91,417.85
2,15t,471.85
75,185.05
2,180,185.05
52,935.20
2,202,935.20
23,985,45
1,653,985.45
100,563.30
2,222273.95
2,226,602.90
2,233,120.25
2,226,920.65
1,653,985.45
9,970,000 693,466.50 t0,663,466.50 10,663y'66.50
[norganStantey
353
Aug 25, 2015 7:42 pm Prepared by Morgan Stanley I N-C EXHIBIT A,Iaeezt
Period
Ending
NET DEBT SERVICE
Miami Beach City Center RDA
Series 2015 Taxable Refunding of Series l998ANon-Callables
Total Net
Principal Interest Debt Service Debt Service
09R0/20t6
09/3012017
09t30t20t8
09R0D019
09/3012020
09/3012021
2,025,000
2,060,000
2,105,000
2,150,000
1,630,000
I 00,563.30
197,273.95
166,602.90
128,120.25
76,920.65
23,985.45
I00,563.30
2,222273,95
2,226,602.90
2,233,120.25
2,226,920.65
1,653,9E5.45
100,563.30
2,222,273.95
2,226,602.90
2,233,120.25
2,226,920.6s
1,653,985.45
9,970,000 693,466.50 10,663,466.50 10,663,466.50
MorEan$tanley
354
Attg25,20l5 1:42pm Prepared by Morgan Stadey / ALC EXHIBIT A Page24
SUMMARY OT BONDS REFUNDED
Miami Beach City Center RDA
Series 2015 Taxable Reftnding of Series 1998A Non-Callables
Call
Prioe
Par Call
Amormt Date
Maturity [nterestDate Rate
Series 1998 (Taxable), 1998:BON'D lu0ll20l6
lU0u2017
tu0u20t8
t2t0u20t9
tu07r2v20
6.6800/"
6.68V/o
6.68V/o
6.680%
6.6800/o
1,585,000.00
1,695,000.00
I,820,000.00
1,940,000.00
1,480,000.00
8,520,000.00
MorgarrStanley
355
Aug 25, 2015 7:42pm Prepared by Morgan Stanley / ALC EXHIBIT Aragezs
SOI]RCES ANDUSES OF FLINDS
Miami Beach City CefterRDA
Series 2015 Taxable Refunding ofSeries 2005A
Dated Date l2ll0/2015
Delivery Date l2/l0D0l5
Bond Proceeds:
ParAmount 2s,650,000.00
25,650,000.00
Uses:
Refunding Escrow Deposits:
Cash Deposit 25,470,010.00
Delivery Date Expenses:
Costoflssuanoe 51,300.00
Underuriter's Discount 128,250.00
1?9J50J0
Other Uses ofFunds:
AdditionalProceeds 440.00
25,650,000.00
MorganStantey
356
Aug25,2015 7:42pm PreparedbyMorganStanley/AlC EXHIBIT A Page26
BOND SUMMARY STATISTICS
Miami Beach City Center RDA
Series 2015 Taxable Refunding ofSeries 2005A
Bond Component
Dated Date
Delivery Date
First Coupon
l,ast MEturity
Arbibage Yield
True Interest Cost (TIC)
Net Interest Cost (NIC)
All-InTIC
Average Coupon
Average Life $ears)
Weighted Average Maturity (years)
Duration of Issue $ears)
Par Amount
Bond Proceeds
Total Interest
Net Interest
Total Debt Service
Ma<imum Annual Debt Service
Avemge Amual Debt Service
Underwrite/s Fees (per $1000)
Average Takedown
Other Fee
Total Underwrite/s Discount
Bid Price
wrcn0ls
t2ll0D0l5
06rc1n0rc
Qntn022
2.672164%
3.181152%
3.185r91%
32296650/o
3.074586o/o
4.527
4.521
4.2t5
25,650,000.00
25,650,000.00
3,565,097.85
3,693,347.85
29,215,097.85
s,s81,236.35
4,188,544.49
5.000000
s.000000
99.500000
Average
Average MatudtyLife Date
Par
Value Price
Average
Coupon
PV of1 bp
change
Serial Bonds (Taxable)25,650,000.00 100.000 3.075%4.s21 061fin020 10,505.25
25,650,000.00 10,505.25
TIC
All-In
TIC
A6itrage
Yield
Par Value
+ Accrued Interest
+ Premitrm @iscount)
- Underwrite/s Discount
- Cost oflssuance Expense
- Other Amounts
Target Value
2s,650,000.00
(1282s0.00)
2s,6s0p00.00
(128,250.00)
(51,300.00)
25,650,000.00
Target Date
Yield
25,52tJ50.0O
Qlrcn015
3.t&tr52%
25,4701s0.N
12t10D015
3.229665%
25,650,000.00
'2llaa,l'2.672164%
MorganStantey
357
Ang 25, 2015 7:42 pm Prepared by Morgan Stanley / ALC EXHIBIT Aragezt
BONDPRICING
Miami Beach City Center RDA
Series 2015 Taxable Refunding ofSeries 2005A
Maturity
Bond Component Date Amount Rat€ Yield Price
Serial Bonds (Ta:<able):
ta0tnw6 2,740,000 t.426% 1.426% 100.000
lAMD|lT 2,785,000 1.5760/o 1.576% 100.0001u0u2018 2,840,000 2.1140/o 2.114% 100.000tuuaatg 2,915,000 2.693a/o 2.693% 100.000lU0],n020 3,600,000 2.943% 2.943o/o 100.000l2l0l202l 5,285,000 3332o/o 3.332% 100.000tu0tD022 5,485,000 3.582% 3.582% 100.000
25,650,000
Dated Date
Delivery Daie
First Coupon
ParAmount
Original Issue Discount
Production
Underwriter's Discount
tut0t20t5
12n0D015
06mDat6
25,650,000.00
25,650,000.00 100.000000%
(128,250.00) (0.50000070)
Purchase Price 25,527,750.00 99.500000%
Accrued Interest
Net Proceeds 25,52t,750.00
MorganStantey
358
Atg25, 2015 7 :42 pm Prepared by Morgan Stanley / ALC EXHIBIT A page2l
SUMMARY OF REII'I.]NDING RESIJLTS
Miarni Beach City Center RDA
Series 2015 Taxable Refunding ofSeries 20054
Dated Date
Delivery Date
Arbihage yield
Esorow yield
Value of Negative Arbihage
Bond Par Amount
True Interest Cost
Net Interest Cost
Average Coupon
Average Life
Par amount ofrefirnded bonds
Average coupon ofrefunded bonds
Average life ofrefunded bonds
PV of prior debtta lUrcn075 @2.6721640/o
Net PV Savings
Percentage savings of refunded bonds
Percentage savings of refunding bonds
tafiD0l5
ranDot5
2.6721640/o
0.000000%
25,650,000.00
3.181152%
3.l85l9lo/o
3.074s86%
4.52t
25,470,000.00
5.1E93770/o
4.618
28,206,309.11
2,138,208,20
8.3950070/o
E.3360940/o
MorEanStantey
359
4n9 25, 201 5'l :42 pm Prepared by Morgan Stanley / ALC EXHIBIT Aruge2e
SAVINGS
Miami Beach City Center RDA
Series 2015 Taxable Refunding ofSeries 2005A
Prior Rofunding
Debt Service Debt Service
Present Value
to 1211012015
Savings @ 2.67216410/o
09/30r20rc
o9t30D0r7
09B0DALg
wt30D0t9
wl30/2020
wt30D02t
09/30n022
09R0Dox
623,087.90
3,7L6,001.75
3,120234.75
3,720,479.50
3,726,279.00
4,322,061.00
5,865,698.50
5,879,553.00
332,509.24
3,420,483.26
3,424,001.26
3,A7,036.66
3,432,767.39
4,025,542.90
5,569,520.90
5,583,236.35
290,578.66
295,518.49
296,233.49
293,441.84
293,511.62
296,518.10
296,177.70
296,3t6.65
286,526.94
2E4,568.15
278,130,9s
268,944,35
262,379.61
258,623.88
252,161.05
246,233.27
37,573,394.4A 29,215,097.85 2,358,296.55 2,137,768.20
Savinss Summary
PV ofsavings from cash flow
Plus: Refunding fimds on hand
Net PV Savings
2,137,768.20
440.00
2,138,208.20
MorganStanley
360
Aug25, 2075 7 :42 pm Prepared by Morgan Stanley / ALC EXHIBIT A Page3o
BONDDEBTSERVICE
Miami Beach City Center RDA
Series 2015 Ta:<able Refrmding of Series 20054
Pcriod
Ending
Dated Date
Delivory Date
Principal Coupon
ADnual
Debt Service Debt Service
tu10D0t5
tut0/20t5
Inter€st
06/07t2076
w/3012016
tila1nu6
06/a1D0t7
09B0nofi
l2t0rD0t7
a6/0tDa18
a9B0D07E
t2l0t/2;018
0610rno19
09R012019
ta0u20t9
06/otD020
09/30n020
tu0t/2020
06/0tD02t
09/3012021
tuoU202L
06/01n022
09/3012u)2
lu0u2022
09/30/2023
2,740,000
2,785,404
2,940,000
2,915,000
3,600,000
5,295,000
5,485,000
1.426%
1.576%
2.114%
2.693%
2.943%
3.3320/"
3.582o/o
332,509.24
350,009.73
330,473.53
330,473.53
308,527.73
308,527.73
278,508.93
278,508.93
239,258.45
239,25E.45
186,284.45
186,284.4s
98,236.35
98,236.35
33\509.24
3,090,009.73
330473.53
3,115,473.5?
308,527.73
3,148,527.73
n8,508.93
3,193,508.93
239258.4s
3,839,258,45
186284.4s
5,471,2E4.45
98,236.35
5,583,236.35
332,509.24
3,424,483.26
3,424,047.26
3,427,036.66
3,432,767.38
4,025,542.90
5,569,520.80
5,583,236.35
25,650,000 3,565,097.85 29,215,097.85 29,2L5,497.85
MorganStantey
361
Aug 25, 2015 1:42 pm Prepared by Morgan Stanley / ALC EXHIBIT A?age lt
Period
Ending
NETDEBTSERVICE
Miami Beaoh City Center RDA
Series 2015 Ta,rable Refunding of Series 2005A
Total Net
Principal Interest Debt Service Debt Service
09t30D016
09/30D0t7
a9R0D0t8
09R0D019
09R0n020
09/30n021
09R0r2022
09/3012023
2,740,000
2,785,000
2,940,000
2,915,000
3,600,000
5,295,000
5,4g5,ooo
332,509.24
680,483.26
639,00r.26
587,436.66
517 ,767.38
425,54290
284,520.80
98,236.35
332,509.24
3,42018326
3,424,001.26
3,427,036.66
3,432,767.38
4,025,542.90
5,569,520.80
5,s83236.3s
332,509.24
3,420,483.26
3,424,001.26
3,427,036.66
3,432,767.38
4,025,s42.90
5,569,520.80
5,583,236.35
25,650,000 3,565,097.85 29,215,097.85 29,215,097.85
MorganStantey
362
Aug 25, 2015 7:42 pm Prepared by Morgan $renlsy / ALQ EXHIBIT A page3z
SI]MMARY OF BONDS REFT]NDED
Miami Beaoh City CenterRDA
Series 2015 Taxable Refunding ofSeries 2005A
Bond
Maturity Interest Par
Date Rate Amount
Call
Price
Call
Date
Series 20054 (Taxable), 2005A_TXBOND tu0tn0l6
tu0u20t7
l2l0tD0t8
lu07n0t9
1210y2020IERM tA0y202r
1A0t/2022
4.930%
5.010o/o
5.||ff/o
5.170%
5.200%
5.220%
5.2200/o
2,465,000.00
2,595,000.00
2,730,000.00
2,880,000.00
3,645,000.00
5,425,000.00
5,730,000.00
tut0l20t5
1211012015
t21rcn015
1211012015
tarcn0$
tarcDots
tafin015
100.000
100.000
100.000
100.000
r00.000
100,000
100.000
25,470,000.00
MorganStantey
363
Aug 25, 2015 7:42 pm Prepared by Morgan Stanley / ALC EXHIBIT Apage:l
SOURCES AND USES OF FTJNDS
Miami Beach City Center RDA
Series 2015 Tax-Exempt CunentRefunding of Series 20058
Dated Date lafiD0t5
Delivery Date 1Ul0l20l5
Bond Procesds:
Par Amount
Premium
l4,l 10,000.00
1,354,705.20
15,464,705.20
Refunding Escrow Deposits:
Cash Deposit
Delivery Date Experses:
Cost oflssuance
Underwriter's Discount
Other Uses ofFunds:
Additional Proceeds
I 5,365,010.00
28,220.00
70,550.00
98,770.00
E25.20
15,464,705.20
Morgan$tantey
364
Au925,2015 7:42 pm Prepared by Morgan Stanley / ALC EXHlBlr A Page34
BOND SUMMARY STATISTICS
Miami Beach City Center RDA
Series 2015 Tax-Exempt Cunent Refunding ofSeries 2005B
Bond Component
Daled Date
Delivery Dale
First Coupon
Last Maturity
ArbitageYield
Tnre Interest Cost (fIC)
Netlnterest Cost(NIQ
All-InTIC
Average Coupon
Average Life (years)
Weighted Average Maturity (yea$)
Duration of Issue (yoars)
Par Amount
Bond Proceeds
Total Interest
Net Interest
Total Debt Service
Ma,ximum Annual Debt Service
Average Annual Debt Service
Underqriter's Fees $er $1000)
Average Takedown
Other Fee
Totd Underwritels Discount
Bid Price
Par
Value Price
Dn0n0t5
nlrctzot5
06rc1narc
12101D022
2.6721640/o
2.2082560/o
2.3s8202%
2.2s6304%
4.5538170/o
4.145
4.235
3.862
14,1 l 0,000.00
15.464,705.20
2,663,402.50
1,3'.19,247.30
rc,n3,402.s0
2,366 j50.00
2404,788.89
5.000000
5.000000
109.101029
Average
Average MaturityLife Date
Avemge
Coupon Duration
PVofl bp
change
Serial Bonds (fax-Exempt)14,110,000.00 109.601 4.5540/o 4.145 0U3V2020 3.86?5,861.65
14,1 10,000.00 4.145 5,851.65
TIC
All-In
TIC
&titrage
Yield
Par Yalue
+ Accrued lnterest
+ Premium (Discount)
- Underwriter's Discount
- Cost oflssuance Expense
- OtherAmounts
Target Value
Target Date
Yield
14,1 10,000.00
1,354,705.20
(70,s50.00)
14,1 10,000.00
1,3s4:705.20
(70Js0.00)
Q8220.00)
l4,t 10,000.00
t,354,705.20
t5,394,155.20
ta$12015
2.208256%
15,36s935.20
nlrcn0$
2.256304%
15,464,70s.20
r2^0D015
2.6721640/o
MorganStantey
365
Atg25,2015 7:42 pm Prepared by Morgan Stanley / ALC
Bond Compionent
EXHIBIT Arage3s
BONDPRICING
Miami Beach City CenterRDA
Series 2015 Tax-Exempt Cunent Refuuding ofSeries 20058
Maturity
Date Amount Rate Yield Price
Premium
GDiscount)
Serial Bonds (Tax.Exempt):
tu0tn0rc
tu0tzatT
1u01t2018
ra$tno$
1u01n020
tu0tD02t
1210U2022
1,795,000 2.000%
1,840,000 3.000o/o
1,905,000 4.0000/o
1,990,000 4.000%
2,090,000 5.000%
2,190,000 5.000%
2,300,000 5.000%
0.640%
1.1300/o
1.5000/o
1.770o/o
2.060%
2.3600/o
2.620%
101.3 19
t03.641
107.247
10E.522
I 13.833
114.631
I 15.081
23,676.05
66,994.40
138,055.35
169,587.80
289,109.70
320,418.90
346,863.00
14,110,000 1,354,705.20
Dated Date
Delivery Date
First Coupon
Par Amount
Premium
Produotion
Underwrite/s Discount
Purohase Price
Accrued Interest
Net Proceeds
tut0t20ts
t2n0t20t5
06/0U2016
14,1 10,000.00
1,354,70520
15A64,705.20 109.6010290/o
(70,5s0,00) (0.5000007")
15,394,155.20 109.t01029%
15,394,155.20
MorEan$tantey
366
Aug 25,2015 7 :42 pm Prepared by Morgan Stanley / ALC EXHIBIT A page36
SUMMARY OF REFUNDING RESTJLTS
Miarni Beach City Center RDA
Series 2015 Tax-Exempt Cunent Refimding ofSeries 20058
Dated Date
Delivery Date
Arbihage yield
Escrow yield
Value of Negative fubinage
Bond Par Amount
True Interest Cost
Netlnterest Cost
Average Coupon
Average Life
Par amount ofrefunded bonds
Average coupon ofrefunded bonds
Average life of refundedbonds
PV of prior debt to l2ll0l20l5 @2.6721640/,
Net PV Savings
Percentage savings of refunded bonds
Percentage savings of reftrnding bonds
turcrzus
tafil20t5
2.672t640/o
0.000000P/o
14,110,000.00
2.2082560/o
2.3582020/o
4.s53817%
4.t45
15,365,000.00
4.E213670/o
4.169
16,643,818.60
1,520,053.83
9.8929630/o
10.7728830/"
MorgarrStantey
367
Aug 25, 2015 7 :42 pm Prepared by Morgan Stanley / ALC EXHIBIT Apaee:z
SAVINGS
Miami Beaoh City Center RDA
Series 2015 Tax-Exempt Cunent Refunding of Series 20058
Prior RefundingDate Debt Service Debt Service
Present Value
to l?l0l2015
Savings @ 2.67216410/o
09/30t2016
09130/2017
09130t20t8
a9B0t20t9
09/30D020
09/30D02t
09130D022
09/3AD023
3s3,993.75
2,583,12s.00
2,581,500.00
2,580,000.00
2,589,125.00
2,592,250.00
2,586,25A.00
2588,125.00
273,552.50
2,352,950.00
2,352"400.00
2,351,700.00
e358,800.00
2,366,?50.00
2,359,7s4.00
2,357,500.00
80,441.2s
234,n5.00
229,100.00
228,300.00
229,325.00
225,500.00
226,500.00
230,625.00
79,199.91
223,581.20
216,978.28
210,724.52
206,305.70
t97,477 .41
193,216.80
191,644.8r
18,453,368.75 16,773,402.50 1,679,966.25 1,579,129.63
Savings Summary
PV ofmvings from cash flow
Plus: Refunding funds on hand
NetPV Savings
1,5r9,128.63
92520
1,520,053.83
MorganStantey
368
Aug 25, 201,5 ? :42 pm Prepared by Morgan Stanley / ALC EXHIBIT A page38
Period
Ending
BONDDEBTSERVICE
Miami Beach City CenterRDA
Series 2015 Tax-Exempt Cunent Reflrnding ofSeries 20058
Dated Date l2y'l0l20l5
DeliveryDate L?/rc12015
Principal Coupon Debt Service
Antrual
Debt Service
a6l0ll20t6
09130D016
ta0tD0t6
06t0U2017
0913012017
tu0U20l7
0610U2018
09t30t20r8
t2t0U20t8
06101/2019
09t30t2019
12t0u20L9
06t0u2020
09130/2020
t2l0t/2020
06/01/202r
09130/2021
tuau202t
06/01t2022
09/30n022
tuot/2022
0913012023
1J95,m0
1,840,000
1,905,000
l,ggo,ooo
2,090,000
2,190,000
2,300,000
2.000%
4.040%
4.000%
5.000%
5.000%
5.0400/o
273,552.50
287,950.00
270,000.00
270,000.00
242,400.00
242,4A0.00
204,300.00
204,300.00
164,500.00
164,500.00
112,250.00
112,250.00
57,500.00
57,500.00
n3,552.50
2,082,950.00
270,000.00
2,110,000,00
242,&0.00
2,147,4f,0.00
204,300.00
2,194,300.00
164,500.00
2,254,500.00
112,250.00
2,302,250.00
57,500,00
2,357,500,00
273,552.50
2,352,950.40
2,352,400.00
2,351,700.00
2,358,800.00
2,366,750.00
2,359,750.00
2,357,500.00
l4,l 10,000 2,663,402.50 16,7n,4m50 16,773,402.50
Morgan$tantey
369
4u925,2015 7:42 pm Prepared by Morgan Staaley / ALC EXHIBIT Aragese
NETDEBTSERYICE
Miami Beach City Center RDA
Series 2015 Tax-Exempt Current Refunding ofSeries 20058
Period
Ending Principal
Total Net
Intercst Debt Servioe Debt Service
09/3012016
09RADI|7
a9B0l20t8
09R0D019
09/30t2020
09/30D021
09/30/2022
09/30D023
1,795,000
1,840,000
1,905,000
1,990,000
2,090,000
2,190,000
2,3oo,ooo
273,552,50
557,950.00
512,400.00
446,700.00
368,800.00
276,750.00
169,750.00
57,500.00
273,552.50
2,352,950.00
2,352400.00
2,351,700.00
2,358,800.00
2,366,750.00
2,3s9,7s0.00
2,357,500.00
273,552.50
2,352,950.00
2,352,400.04
2,351,700.00
2,358,800.00
2,366,7s0.00
2,359,750.00
2,35?,500.00
14,110,000 2,663,402.50 16,773,402.50 16,773,402.5A
MorganStantey
370
Lug25, 2015 7 :42 pm Prepared by Morgan Stanley / ALC EXHIBIT A page4o
zuMMARY OF BONDS REFUNDED
Miami Beaoh City Center RDA
Series 2015 Tax-Exempt Cunent Refunding ofSeries 20058
Bond
Maturity
Dats
Interest
Rate
Par CalI
Amount Date
cdl
Price
Series 20058 @xempt), 20058:BOND lA0lD0t6
t2t01n0t7
12101/2018. tzlolaotg
tu0tt2020
0l0tn02t
wotn022
5.000%
5.000%
5.000%
5.000o/o
4.000%
5.000%
5.000%
r,885,000.00
1,980,000.00
2,080,000.00
2,195,000.00
2,300,000.00
2J00,000.00
2,525,000.00
tarct2ol5
tarcr20$
12n0D015
turcr20t5
tarcn01s
rufir20t5
rufin01s
100.000
100.000
100.000
100.000
100.000
r00.000
100.000
15,365,000.00
MorganStantey
371
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ffiffe&A$ffiffi&ffiM
373
EXHIBIT CPrepared by J.P. Morgan Securities LLC
TABLEOF CONTENTS
City ofMiami Beach, Florida
Parking Revenuo Bonds, Series 2015A
r**PRtrI IMINAIIY AND SI.]BJECT TO CII{NGEI'II
Sources and Uses oflunds
Bond Summary Statistics
Bond Pricing
Disclaimer
Bond Debt Service
Bond Solution
374
Prepared by J.P. Morgan Securities LLC EXHIBIT C Page 1
SOI]RCES AND USES OF FT]NDS
City ofMiami Beaclq Florida
Parking Revenue Bonds, Series 2015A
+i*PREIJMINARY AND SUBJECT TO CIIINGE++i'
Bond Proceeds:
ParAmomt
Premium
64285,000.00
5,R6,486.00
71,021,486.00
ProjectFund Deposie:
Deposit to Construction Fund
Other Fund Deposits:
Deposit to Reserve Account
Delivery Date Erpenses:
Cost oflssuance
Undorwrite/s Discount
OtherUses ofFunds:
Additional Proceeds
64,8 1 1,7s6.00
sJ6s,M8.s3
121,425.00
321Azs.00
642.850.00
1,831.47
7r,021,486.00
Note: Assumes rates as ofAueust 24, 2015
375
Prepared by J.P. Morgan Securities LLC EXHIBIT C PageZ
BOND SUMMARY STATISTICS
City of Miami Beach, Florida
Parking Revenue Bonds, Series 2015A
+**PRELIMINAIIY AND SI'BJECI TO C}IANGE'I*
Dated Date
Delivery Date
Last Maturity
Arbirage Yield
True Interest Cost (fIC)
Net Interest Cost (NIC)
All-In TIC
Average Coupon
Average Life (years)
Duration of Issue (years)
ParAmount
Bond Proceeds
Total Interest
Net Interest
Total Debt Servic'e
Maximum Annual Debt Service
Average Annual Debt Service
Underwritels Fees (per $1000)
Average Takedown
Other Fee
Total Underwriteds Discount
Bid Price
s.000000
109.979095
Average AverageCoupon Life
12n7D015
12n7Dols
09101D045
3.634663%
4-2428090/o
4.5238v%
4.217950o/o
4.995330o/o
21.165
13.2s6
64285,000.00
71,021,486.00
67,96s,286.67
61,ss0225.67
1322s0,286.67
6,455,000.00
4r452,038.83
5.000000
Bond Componont
Par
Value Price
PVofl bp
change
Serial Bonds
2040 Tcrm Bond
2M5 Term Bond
24,120,000.00 112.294
12,225,000.00 109.'tM
27,940,000.00 109.234
4.979%
5.000%
5.000%
t2.645
22.801
27.803
t8:167.2s
I 0,5 I 3.50
23,749_00
64285,000.00 s3929.7s
All-In
TIC
Arbitage
Yield
Par Value
+ Accrued Intorest
+ Premium @iscount)
- Underrritels Discount
- Cost oflssuance Expense
- OtherAmouats
TargetValue
TaryetDate
Yield
64285,000.00
6,736,486.00
-321,425.00
64285,000.00
6,736,486.N
-321,425.N
-32142s.N
5428s,000.00
6,736,486.00
70,700,061.00
12/17D015
4.242809%
70,378,636.N
tul7Dlts
4.2719500/o
'1t,021,486.00
I2n7n015
3.634663%
Not€: Assumes rates as ofAugust 24, 20 15
376
oq€
a.I
F
I
ooo
€at
E
EXHIBIT G
o oooooto oooooloq +OQt€lO e-throl€
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"939:
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HiH:aaQQQaaaQa QQeeQ eaeaaoioiooi60i0ioioioi o\oi60ioi 666q6oocooooooo ooooo ooooo
ssssssssss sssss sssssNrh!nF-nNiro NNNc,ld F-r.r-r-r-i6E6iddrNr hhhhh 6r666N{h€€6OO;H nO6OO =!+.+tt+di.i di didiri ++++ +"+$++ .+++++
SSSSSSSSSSSSSSS:essss SSSNS SsSsSooooooooooooo6000000 00000 00000€Hh6Hor6d\oF9+=6FalF.i<i. 6cnq6o hhhhhv! e.r! v1 6 c.l \t e F q a-.: c!.q qa v'l n \q \q \ \ \ c: \ o9 e aq oC oq
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d6+thhhhhhhhnrinhhhhh hhh-hb h66hh
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I
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3
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oooonoohooohooohoooaoni99drd@<roho@€tsoo..o oi od.i ci oi ci + a 6i ..i ui + + vi € € oi6el J c{ e € o + o 6 6H € dr \o9 d € Nq o- 1 6t e" €^ L o^ e^ o. q €. q o- o. o. \ a{ oI**6 F @ O O O 6 g F F- 66 6 F6C.l9N -rd<6od- FHdN
-dddc{c.lc'lNalNc.lN
(JOUOO()U(JOQ ()U()O() ()O()UC)
cI (n h F- 6oc.l 6 c{ cl @H r9 \o Fo ro o + !+ t + t} *.!t.+ !t.+_FhH6Oh$NrF€FhdH-f OGO <St++ 6OOmOoooe@t-hv6ooNqqqvlq\qo!g \q\\r: atc'!ol.lc!
-.i(i F.od r; + vi \D \or. eri < ri ricic.i-i..i -i oioioioi oi 66 6o aoooo HFtsH ooooo ooooo
EF\€qOiN6$hAra6O-Olmtn 91..@O\c' FNm$\ONNNdNdddNd66666m ooo6+ -f$$<f$oooooooooooooooooooo ooeoo ooooot:eq{QeaqeqEqEqEaeaa{ qaqEa QcEQ{
oooooooooooooooooooo ooooo ooooe
64q6qq666666d6dd6666 q6q66 q6qqqooc)<>oooooooooooooooo ooooo ooooo
Etrola
EI
Fo
oa{
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o
Fq
d
oo
Ei63Etr'oo9EE
J
Et
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* o\b *Eo4' 5g
ht
dEq)EN''t aE
2 r.EH fB H{iEx esE
e gHa !ra ?,9t *6r*J€aa*d cxp:
cao
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i
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A
377
EXHIBIT C
r+o50do.
aq
\ooooF-or
s
6o6F-q
6o
oq
soooF-oF
ssho60oo66C-o
oo
ooqq
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F
E
a7{a oo608''!i 'E g €c-9 rq o€-E s; E9A E9 -ts€.9 tF PrPE H5 5
IE]oz
qi lC.EUrflaE.qF PEE EE.h tr ht!1 XXX 9EZ €?H SSH r$B e"EB -TO }B
^ CEAU H OH
6 > E<rq H br:&H
ESE
b€AIp
tui* €s -o;i 9 tr
=H B 5dr.i sEE;; i EAd.,i EE
b€
tso
hb.
ood!+edo
BE
la
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{
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Eo
6A
378
Prepared by J.P. Morgan Securities LLC EXHIBIT C Page 5
Period
Ending
BONDDEBTSERVICE
City of Miami Beach, Florida
Parking Revenue Bonds, Series 2015A
**IPRFI IMTTJARY AND SUBJECT TO CIIANGE+++
Principal Coupon Interest Debt Service
09/30n0rc
09130D017
09/30n0fi
09/30n0t9
09/30n020
0913012021
09/30DA22
09130/2023
0913012024
09i3012025
09t3012026
09t30D0n
09,30n028
09,30t2029
09R0D030
09130D031
09t30t2032
09/30n$3
09130D034
09/302A35
09t30D036
0980D037
09130n03|
09R0D039
09RODMO
09/30n041
09n0n042
09/30D443
09/30D044
09130D045
2,415,000
120,000
130,000
130,000
135,000
140,000
260,000
1,t75,000
123s,000
1290,000
1,355,000
1,425,000
1,500,000
iJ7s,000
1,6s0,000
1,735,000
1,820,000
1,910,000
2,010,000
2,1 10,000
2210,000
232s,000
2,440,000
2,550,000
2,690,000
5,0s5,000
s310,000
5,575,000
5,855,000
6,145,000
4,628,186.67
3208J00.00
3114,900.00
3,209,700.00
3,209,500.00
3,207,750.00
3,320Js0.00
42?2Js0.00
4224904.00
4,2t72s0.00
4217,7s0.O0
4220,0W.00
4223,750.00
4223,'150.00
4220,0W.O0
4222,sW.00
4220,7sO.00
1219,'t50.00
4224250.00
4223J50.00
42182s0.00
4,222,750.00
42215c0.00
4119J00.00
4,221,500.00
6,452,000.00
6,4s42s0.00
6,4s3Js0.00
6,455,000.00
6,4s22s0.00
2.000% 2213,186.67
3.000% 3,088,s00.00
4.@0o/o 3,084,900.00
4.@0% 3,079,700.00
5.000% 3,074,500.00
5.000% 3p67Js0.00
s.o00% 3,060,750.00
5.0No/o 3,047,750.00
5.000% 2,989,000.00
5.000% 2,92',7250.N
s.000% 2,862,750.00
5.000% 2,795,000.00
5.@0% 2,n3,7s0.00
5.000% 2,u8,'150.00
5.000% 2,570,000.00
5.000% 2,487,500.00
s.000% 2,400Js0.ffi
5.000% a309J50.005.000% 2,214250.00
5.000% 2,113,750.00
5.000% 2,008rs0.00
s.000% 1,89us0.00
s.000% 1,78u00.00
5.000% 1,6s9J00.00
s.a00% 1,53u00.00
5.000% 1,397,000.00
s.000% 1,r442s0.005.000% 878,750.005.000% 600,000.005.000% 307250.00
64285,000 67,965286.67 t32,250,286.67
Note: Assumes rates as ofAugust 24,2015
379
Prepared by J.P. Morgan Securities LLC EXHIBIT C Page6
BONDSOLUNON
City ofMami Beaclq Florida
Parking Revenue Bonds, Series 2015A
+..PRELIMINARY AND SUBJECT TO CHAIJGE***
Period
Ending
Proposed Proposed
Principal DebtService
B.isting Total Adj
DebtService DebtService
Revenue
Constaints
Unused Debtserv
Revenues Coverage
09R0D016
09R0r20fl
09R0D018
wR0n0D
09n0n020
0980n021
09/30n022
09R012023
09/30D024
09130D025
09R0D026
09R0r2027
09i3,0D028
09/30n029
09130D0t0
09BOaA3l
09B0nB2
09B0n$3
09130D034
09i3012035
0913012036
09/3012037
09n0r2a38
0913012039
09t3012040
0913012041
09B0nM2
09130DM3
09t30D044
09/30n045
2y'1s,000
r20,000
130,000
130,000
135,0@
140,000
260,000
1,175,000
1235,000
1290,000
1,3ss,000
1,42s,000
1,s00,000
1,575,000
1,650,000
1,735,000
1,820,000
1,910,000
2,010,000
2,1 10,000
22r0,000
2,325,000
2,440,000
2,560,000
2,690,000
5p5s,000
5,310,000
s,575,000
5,855,000
5.t45,000
4,628,18',1
3,208,500
3214,900
3209,700
3,209,500
3207:ts0
1,320Js0
4,272:750
4224.I00
4,2172s0
4217Js0
4,220,000
42233s0
4,223,750
4,220,ffio
4,222,500
4220,7s0
4219,7s0
4,?242s0
4223,750
42182s0
4222,7s0
4221,500
4219,s00
422r,s00
6,452,000
6,454250
6,453,?50
6,455,000
6,452,250
1243,463
3,244,863
3,239,t13
324s513
3244,rt3
3,242,863
3,13236t
2,230J63
2,23t,163
2233,663
2234919
2,23337s
2,230419
2,230,150
2,232,338
223tJs0
2,2332s0
2,2312s0
2230Js0
2231,s00
2,2332s0
2,230,,50
2,234,000
2232,500
2,23r250
7,871,649
6,4s3353
6,454,013
6,4ss213
6,453,613
6,450,613
6,453, r l3
6,453,513
6,4ss,t6t
6,450,913
6.4s1,769
6,453,375
6A54,169
6,453,900
6,452,338
6As42s0
6,454,000
6,45r,000
6,455,000
6,4ss2s0
6,451500
6,453,500
6,455,500
6,452,000
6,452,750
5,452,000
6,4s42s0
6,4s3:1s0
6,455,000
6,452,250
13,079,779
13,079,779
13,079,779
t3,079,779
13,079,779
13,079,779
13,079,779
13,vtg:179
13,0?9,779
13,079J79
13,079,779
13,079:r79
13,079,n9
t3,079,n9
t3,w9J79
13,079,779
t3,079,779
13,079,779
13,079,779
13,079,779
13,479,n9
13,079,n9
t3,0'19,779
13,079,n9
t3,079fig
13,079,7'.19
t3,079,179
11,079,179
11,079,779
13,079,779
5208,r30 166.16313%
6,626,417 2A.68161%
6,625,767 202.66120%
6,624,567 202.62352%
6526,167 202,67376%
6,629,16'1 202,768V2%
6$26,667 202.68946%
6,626,267 2U.6769A%
6,624,617 202.62509%
6,628,867 202.t5859%
6,628,010 202.73168%
6,626,4M 202.68122%
6,625,610 202.6s629%
6,62s,879 202.664'13%
6,627,4A 202.713810/o
6,625,529 2A2.65374%
6,625,779 202.66159%
6,628,779 202.75584%
6,624:779 202.61019%
6,624,529 ?i2.6?23s%
5,628279 202.74012%
6,626279 202.67729%
6,624279 202.61450%
6,627,779 202:72441%
6,527,029 202.70085%
6,6n,779 202.72441%
5,525,s29 202.65374%
6,626,029 202.669M%
6,624,n9 202.63019%
6,527,529 202.?1656%
6428s,ooo r322s0287 62J68,425 195,018,712 392,193,370 197,374,658
Notes:
Assumes rates as ofAugust 24, 20 15
Revenue assumption provided by RBC.
380
Prepared by J.P. Morgan Securities LLC EXHIBIT G PageT
DISCI.AIMER
City of Miami Beach, Florida
Parking Revenue Bonds, Series 2015A
i*IPRELIMINARY AND SUBJECT TO CII.ANGE+II
This presentation was prepared exctusively for the benefit and intemal use of the J.P. Morgan olient to whom it is directly addressed and delivered (including such
clienis affliates, the 'Clienf ) in order to assist the Client in evaluatin& on a preliminar basis, tlre feasibility of possible tansaotions referenced herein. The materials
have been provided to the Client for informdional purposes only and may not be relied upon by the Client in evaluating the merits ofpursuing tansaotions described
herein No assurance can be given that any transaction mentioned herein could in fact be executed.
Information has been obtained ftom sowces believed to be reliable but J.P. Morgan does not 1mnant its completeness or accurBcy. Opinions and ostimates oonstifitte
ourjudgrnent as ofthe date ofthis material and are subject to chango without notice. Past perfonnance is not indicative offuture resulb. Any finanoial products
discussed uray fluctuate in price or value. This presontation does not constituts a commitrnent by any I.P. Morgal entity to underwrito, subscribe for or place any
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J.P. Morganrs presentation is delivered to you forthe purpose ofbeing engaged as an underwriter, not as an advisor, (including without limitation, a Municipal Advisor (
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Noie: Assumes rates as ofAugust 24, 2015
381
BankofAm efica*
Merilt Lynch EXHIBIT D
TABLE OF CONTENTS
CITY OF MIAMI BEACH, FLORIDA
Resort Tax Revenue Bonds, Series 20L5
Preliminary Numbers
Sources and Uses of Funds
Bond Summary
Bond Pricing
Debt Service Reserve Fund
Bond Debt SeMce
Annual Debt Service
Form 8038 Statistics
Au925,2015 6:16 pm Prepared by Bank of America Merrill Lynch
382
Bankoflme*z*
Merrill Lynch EXHIBIT D
SOURCES AND USES OF FUNDS
CITY OF MIAMI BEACH, FLORIDA
Resort Tax Revenue Bonds, Series 2015
Preliminary Numbers
Dated Date L2lt7l20ts
Delivery Date 72h7/2075
Sources:
Bond Proceeds:
ParAmount
Premium
197,420,000.00
22,034,606.90
279,454,606.90
Project Fund Deposits:
Project Fund 204,500,000.00
Other Fund Deposits:
Debrt Service Reserve Fund !2,846,250,00
Delivery Date Expenses:
Cost of lssuance 350,000.00
Underwriter's Discount 987,100.00
Bond lnsurance @ 20 bps 769,476.08
2,L06,576,08
Other Uses of Funds:
Additional Proceeds L,780.82
219,454606.90
Notes:
Structured based on a fixed project amount of 5204500,000, assumes no earnlngs; level annual debt servlce.
Cash funded DSRF, assumes no earnings.
Assumes ratings of A/A.
AuE 25, 2015 5:15 pm Prepared by Bank ofAmerica Merrill Lynch Page 1
383
BankofAm efica*
Meruill Lynch EXHIBIT D
BOND SU M MARY STATISTICS
CITY OF MIAMI BEACH, FLORIDA
ResortTax Revenue Bonds, Series 2015
Preliminary Nurnbers
Bond Component
ParValue Price
Fr'oflbp
change
Oated Date
Dellvery Date
Flrst Coupon
Last Maturtty
&birageYield
True lnterest Cost fncl
Net hterest Cost (NlC)
All-ln TIC
Average Coupon
Average Llfe (yearsl
Duratlon of lssue (years)
ParAmount
Bond Prcceeds
Total lnterest
Net lnterest
Total Debt Service
Maximum Annual DebtSerYice
AY€rage Annual Debt Seruice
Underurlter's fees (per $1000)
AverageTakedown
other Fee
Total Underwrher's Dlscount
8ld Pric€
72177120t5
Lzl7illots
o5l0l'/2016
72101/2c/.5
3.394725%
4.L349U96
4.435406X
4.L7754r'.%
4.99685696
18.989
le$6
192420,0m.00
219,4s4,606.90
187,31&038.89
tffi,27O,531..99
384,738,038.89
L2,84-6,250.00
x2,843,628.89
5.000000
5.000000
110.661284
Average Average
Coupon life
Bond Component
Term Bond 2040
Term Bond 2045
9&240,000.00 113.112
43,575,000.00 109.520
55,605,000.00 109.001
4.990% 12.055
5.000% 23.053
5.000% 28.053
75,275.sO
37,910.25
47,820.30
194420,000.00 152,006.05
All-ln
IC
Arblfiage
Yield
Par Value
+ Accrued lnterest
+ Premium (oiscount)
- underuriter's Discount
- Cost of lssuance Expense
- Other Amounts
Target Value
Target Oate
Yleld
192420,000.00
22,034,60690
-982100.00
192420,000.00
22,O34,606.90
-982100.00
-350,000.00
-769,476.08
197,420,000.00
22,034506.90
-769,476.08
21&467,506.90
plLTln$
4.73r'.984%
LuL7lz|Ls
4.177544%
L21L712075
3.59472s%
zfi34a,$O.82 218,685,130.82
Notes:
structured based on a ffred project amount of$204,500,0@, assumes no earnlngs; level annual debt service.
cash funded DsRF, assumes no €arnin8s.
AJsumes ratings of A./A.
Aug 25, 2015 6:16 prn Prepared by Bank of America Merrill Lynch Page 2
384
BankofAmenca*
Merill Lynch EXHIBIT D
BOND PRIC]NG
CITYOF MIAMI BEACH, FLORIDA
Resort Tax Revenue Bonds, Series 2015
Bmd ComponeDt
Maturltyoate Amount Rate
Prelimina[Numbers
Yleldto C.ll
Yleld Prlce Maturlty Dat€
call Premlum
Price (-Dlrcount)
Bmd Component:
Term Bond 20'0:
Tem Eood 2045:
- 65B2950
- 179,991.00
- 345,167.s0
- 450,7n.&
- 528,684.50
- s87,737.65
- 542,510.80
- 7LO,14O.20
- 767,854.90
- 874,402.@
100.0m T17,933.20
100.0m Tls,N4.85
r@.om r ,895.10100.0m T12,256.901m.0m 768,227.90
1@.0o 762,426.60
r@.om T17,117.35
100.0@ T19,540.70
100.0@ 793,22!.N
m0.0m 813,333.00
12,88r,260.85
100.0m 750,652.00
100.000 788,256.00
100.0m 827,764.N100.000 869,176.00
100.0(n 912,492.00
4148340.00
72i/OU2076 2,92tm0 3.000yo7uO!2017 3,150,000 4.000%140t/2078 3,27s,m0 s.00096t2l0tlzo79 3,440,000 5.00096tal'Llzc,z0 3,610,0m s.000%t2l0il2o2l 3,79s,0m s.ooo%t2l1tl2o22 3B8O,OOO s.ooo%
721Oil2O23 4180,0m s.000,6
1210,/2024 439O,00O 5.000%12l0y2u?s 4610,0m 5.000967210il2q26 4840,0@ s.00or6t2lo1l2o27 5,085,000 5.00096ruouzozB 5,33s,000 s.0oo/6L2lou2029 s,6os,o0o s.000?6
LZlO1l2030 5,88s,000 5.000%lzlotlzo3r. 6,180,000 5.000t6
t2loLlz037 6,48s,000 s.000x
r2loLl2033 - 6,810,000 5.000%
L2lOLlZ034 21s0,000 s.000%tzlu4a3s 2510,@0 s.ooo%
98,240,000
7?l0Ll2O36 288s,000 s.000%t2loll2037 8,280000 s.0o0/ot2loLl2038 8,695,000 5.00Gt
72lOLl2O3s 9,130,000 s.OOOr6
tuoLl20q 9,s85,000 5.000r
43,575,O00
t2lo{2041 10,06s,000 5.000%Dl,rlzMz 10,565p00 5.ooo%tzlotlz@.3 11,09s,000 s.000%LzlorlzN4 11,5s0,000 s.000%LzlOtlZUS 12,230,dr0 5.000%
s5.605,000
102.254
L05.714
110570
113.104
t14.ils
t75.487
116.146
116.989
Lt7.491
177.666
115.073 C 3.24s% t401n02s
!1s.241 C 3.435% t:2l0ilz02s
114.s06 C 3.590%
'2lOu2O25LJ3.n8 C 3.72s% 72lOtlzOE
113.0s4 C 3.U4% ,jilOTlZO2s
L72.337 C 3.950% 1210712025
111.891 C 4.0U% L2lo7n02s
77r.447 C 4.@3% taO!2O25
111.09t C 4.149% tu0tn025
110.830 C 4.t93% r2l0tlz0z'
1o9.s2o c 4.37fi6 72lott20B
1o9.s2o c 4.370% 7il0tn0u
r09.s20 c 4.370% t40tn02s
109.520 C 4.370% 7zl0tl208
109.520 C 4.370% L2l0ltri025
0.63016
1.040?6
1.340%
1,570%
1.8!10%
2.27Wr
2.45cf*
2.670&
7.740%
29,4096
3.ILVA
320016
3280%
3.360%
3.440,6
3.520,6
3.57@5
3.52096
3.660,6
3.69096
3.840%
3.84096
3.840%
3.840%
3.840%
3.900r
3.900%
3.90096
3.900%
3.900%
109.001 C 4.4s3% t2l0rl202s 100.000 90s,9s0.6s
109.001 c 4.453% la0ll2025 100.000 950,95s.6s
109.001 c 4.453% 72/Otl2O25 100.000 998,56O.9s
109.001 c 4.453% tuOThOzS 100.000 1,048,616.50
109.001 c 4.4s3% tu0u2025 100.000 1,100,822.30
5.005,006.05
797,4?:0,O0O 22,O34,@6.90
Dated Date
Delivery Date
Flrst Coupon
ParAmount
Premium
Productlon
Underwriter's Di$ount
Purchase Price
Accrued lntsst
Net Proceeds
fihlnoLs
t2lt7l2O7S
cf,la7nofi
197,420,000.00
22,034,605.90
211454605.90 tL7.L6t2E4x
-982100.00 {.soomo%
2L8,467,505.90 fi0.661284%
2L8,467,506.90
Notes:
Structured based on a lxed proj€d amount of52@1,500,000, assumer no earnings; level annual debt service.
Cash funded DSRF, assumes no earnlngs,
Asumes raungs of A,/4.
AuE 25, 20t5 6:t6 pm Prepared by Bank of America Menill Lynch Page 3
385
BankofAm efica*
Merill Lynch EXHIBIT D
BOND DEBT SERVICE
CITY OF MIAMI BEACH, FLORIDA
Resort Tax Revenue Bonds, Series 2015
Prelimlnary Numbers
Dated Date
Delivery Date
Prlnclpal Coupon lnterest Debt Service
L2/L7l2o1s
t2/7712015
Period
Ending
]-210u20L6
L2/0U20t7
t2/0u20L8
L2l0t/2OL9
r210712020
72/0L17021
L2/0712022
72101/2023
L2/otl2o24
12107/202s
7210u2026
L210L12027
7210t/2028
1210712029
72/07/2030
t2l0t/203L
7210L12032
72/01"/2033
tzl0t/2034
7210L/203s
t2/0L/2036
7210L12037
t2/0L/2038
t2/07/2039
!2/0L/2040
72/0L1204L
72/0L/2042
tuou2043
L2/0U2044
72/0u204s
2,925,400
3,150,000
3,275,000
3,440,000
3,610,000
3,795,000
3,980,000
4,180,000
4,390,000
4610,000
4,840,000
5,085,000
5,335,000
5,605,000
5,885,000
6,180,000
6,495,000
6,810,000
7,150,000
7,510,000
7,885,000
8,280,000
8,695,000
9,130,000
9,585,000
10,065,000
10,s65,000
11,095,000
11,550 000
12,230,000
3.000%
4.OO0%
5.000%
5.000%
5.000%
5.000%
5.000%
5.000%
5.000%
5.000%
5.000%
5.000%
s.000%
5.000%
5.000%
5.000%
5.000%
5.000%
5.000%
5.000%
5.000%
5.000%
5,000%
5.OO0%
5,000%
5.000%
s.000%
5.000%
5.000%
5.000%
9,345,288.89
9,693,250.00
9,567,250.N
9,403,500.00
9,231,500.00
9,051,000.00
8,861,250.00
8,652,250.00
8,453,250,00
8,233,750.00
8,003,250.00
7,76t,250.00
7,507,000.00
7,240,250.00
5,960,000.00
6,665,7s0.00
6,356,750,00
5,032,500.00
5,692,000.00
5,334,500.00
4,959,000.00
4,564,750.O0
4,150,750,00
3,716,000.00
3,259,500.00
2,780,250.00
2,277,0ffi.00
1,748,75O.00
1,194,0@.00
611,500.00
72,27t,288.89
72,U3,25'0.00
72,U2,?50.04
12,843,500.00
12,841,500.00
12,846,000.00
12,841,250.00
t2,842,250.00
12,843,250.00
72,843,750.00
12,843,250.00
L2,846,250.00
12,842,000.00
L2,845,250.00
12,845,000.00
12,845,750.00
12,84L,750.00
12,842,500.00
12,842,000.00
12,844,500.00
12,844,000.00
12,844,750.00
72,845,750.00
12,846,000,00
12,844,500.00
12,845,250.00
12,842,O40.N
12,843,750,00
12,844,000.00
12,841,500.00
797,420,0A0 187,318,038.89 384,738,038.89
Notes:
Structured based on a fixed project amount of $204,500,000, assumes no earnings; Ievel annual debt service.
Cash funded DSRF, assumes no earnings.
Assumes ratings of VA.
Aug 25, 2015 6:16 pm Prepared by Bank of America Merrill Lynch Page 4
386
BankofAmerica'*
Merrill Lynch EXHIBIT D
Date
DEBT SERVICE RESERVE FUND
CIW OF MIAMI BEACH, FLORIDA
Resort Tax Revenue Bonds, Series 2015
Prelimlnary Numbers
Deposit lnterest Principal DebtService Balance
7217712075 12,846,2s0
72l07l2o4s
-- ,r,ror,rri -rr,rou,rri
L2'846'2so
L2,846,25O O 72,846,250 -72,846,250
Arbitrage Yield: 3.5947246%
Value of Negative Arbitage: 8,427,773.40
Notes:
Structured based on a fixed proJect amount of $204500,000, assumes no earnings; level annual debt service.
Cash funded DSRF, assumes no earnings.
Assumes ratings ofA/A.
Aug25, 2015 6:16pm Prepared by BankofAmerica Merrill Lynch Page 5
387
BankofAm ertca'Z
Merrill Lynch EXHIBIT D
Date
ANNUAL DEBT SERVICE COVERAGE
.CITY OF MIAMI BEACH, FLORIDA
Resort Tax Revenue Bonds, Series 2015
Preliminary Numbers
Debt Service Revenues Coverage
tzl0112016
tuotl20:.7
72/OLl2078
tzl0L/201e
LzIOLl2020
t2llll202t
t210L12022
L210u2023
1^2/oL/2024
LLllll202s
tzloll2026
:.210]^lZO27
tzl0Ll2O28
Lzl0L/2029
L2/o].l2o3o
1210u2031
L2l1tl2032
]-210]-12033
7210L12034
12l0tl2o3s
72lltl2036
tzlo]^l2037
L210L12038
!2/ALl2O3e
t2/0L12O40
t2/0t/2041
L2/0t12042
L2/01/2043
L2101/2044
Lzll]-l204s
72,27t,288.89
1e843,250.00
L2,842,25O.W
12,843,500.00
12,841,500.00
12,846,000,00
12,841,250.00
12,842,250.00
12,843,250.00
12,843,750.00
12,843,250.00
12,846,250.00
12,842,000.00
L2,845,250.00
12,845,000.00
12,845,750.00
L2,84L,750.00
12,842,50O.00
12,842,000.00
12,844,500.00
12,844,000.00
t2,844,750.OO
12,845,750.00
12,845,000.00
L2,844,500.00
12,845,250.00
12,842,000.00
12,843,750.00
12,844,000.00
12,841,500,00
74,666,965.N
74,666,965.00
74,656,965.00
74,666,965.N
74,666,965.W
74,666,965.00
74,666,965.00
74,666,965.N
74,666,965.00
74,566,965,00
74,656,965,00
74,556,965.00
74,666,965.00
74,6ffi,965.00
74,666,955,00
74,666,965.00
74,666,965.00
74,655,955.00
74,565,965.00
74,666,965.00
74666,965.00
74,666,965.OO
74,666,965.00
74,666,95s.00
74,666,955.00
74,666,965.00
74,666,965.00
74,666,965.00
74666,965,00
74,666,963.@
608.469%
58!.37L%
581.417%
581".360P4
581.450%
58L.247%
58L.462%
581.477%
581.?77%
58t.349%
581.371/.
581.235Yo
58t.428%
581.281%
587.292%
581.2s8%
581.439%
581.40s%
58t.428%
581.315%
58L.337%
581.303%
58L.258%
581.247%
581.315%
58t.28t%
587.428%
581.349%
58L.337%
s87.450%
384,738,038.89 2,240,008,950.00
Notes:
Structured based on a fixed project amount of5204,500,000, assumes no earnings; level annual debt service,
Cash funded DSRF, assumes no earnings.
Assumes ratings ofA/A.
Aug 25, 2015 6:15 prn Prepared by Bank of America Merrill Lynch Page 6
388
BankofArnefica?z
Merrill Lynch EXHIBIT D
FORM 8038 STATISTICS
CITY OF MIAMI BEACH, FLORIDA
ResortTax Revenue Bonds, Series 2015
Prelimihary Numbers
Bond Component Date
Dated Date
Oelfuery Date
Prlnclpal
r2l77kits
1217712O7s
Coupon Price
RedemPtlon
lssue Prlce at Maturlty
gond Component:
T€rm Bond 2(N0:
Term Bond 2045:
1:u0ltz0t6 2,925,000.00u,lotlz}t7 3,1s0,000.00
1210U2018 3,271000.0072fiLn0L9 3/440,000.00
72lOil2A2O 3,610,000007ztoilZ'zr 3,79'0OO.OO
r210il2o22 3,980,000.00
r2t0712023 4,180000.00
1210!2024 4190.000.00
721011202s 4610,{t00.00
7210712Ot6 4840,000.00
7210712027 1085,000.@!u0!2028 s,33s,000.00
t210u2079 5,605000.00tu0!2030 5,881000.00
7210L1203t 6,180,000.mt2l0!2032 5.485,000.0{rt2l0u2o3t 6,810,000.mtzlolzor[ 7,1s0,mo.oo
1210u2035 2s10,mo.00
7210il2036 7,88s,000.00
7210112037 8,280,000.00
7210712038 8,C's,000.00ul0rl2039 9,80.000.0072hil2o40 9,s81ffi).fi)
tz.1ot1zo+t 10,065,000.00
L2|OU2042 10,5610@.00
L2l07l?:04,3 11,09i000.00L2lltlzul 11,650,000.00t2l0!20/.5 12,230,000.00
3.0@% L02.2s4
4.000,6 105.714
5.000,% 110.570
5.00096 113,104
5.O0r/J6 tt4.64s
5.000% t75.497
5.OoCP/6 116.145
5.000% u6.989
5.OW6 L17.491,
5.00016 117.666
5.00096 115.073
5.0006 tts.z4l
5.000'/6 114.506
5.000% 1t3.778
5.000% 113.054
5.000?6 LtL337
5,U'Or6 11L891
5.mD6 tLl-447
5.000% ll,-oglt
5.000% 110.830
5.00016 109.s20
5.000% 109.520
5.000% 10!1.520
5.000% 109.520
5.00016 109.001
5.000,4 109.001
5.OOOr rOg.OOr
5.00096 109.001
5.000% 109,001
2,990,929.50 4925,000.00
3,329,991.00 3,150,000.q,
3,627,167.50 3,271000.m
3,890,7n.@ 3,440,000.m
413&684.s0 3,61O,U'0,&'
43a2,79r.65 3,795,0m.@
4,622,610.80 3,980,0qr.00
489O,74o.7O 4,180,m0.U'
5,1s28s4.90 4:190,000.00
s,424,102.@ 4610,000.@
5,6t7,931.7O 4840,m0.0o
t86O,004.85 1(B5,000.(x'
6,108,895.10 5,335,0@.00
6,3?7,2s6.90 5505,0@.q'
6,553,227.90 5881000.@
6,942,426.60 6180,000.00
7,256131.35 5,/81000.00
7,589,5q.70 6,810,0@.00
7,943,22t.00 Zuo,ooo.oo
8,323,333.00 Zs10,00o.oo
8,635,652.00 7,885,0@.oO
9,068,256.00 8,280,0@,oo
9,522,764.00 8,695,000.00
9,999,176.00 9,130,000.00
70,497,492.00 9"585,0m.00
19970,950.65 10,065000.00
1r"515,955.55 10,555,000.00
12,093,660.9s 11,095000.00
12,698,615.50 11,650,000.00
13,3:t0,822.30 12,230,000.00
,i12420,0m.00 279A51,606.90 42420,000.00
Maturlty
Date
lnterest
Rate
SHed welghtedlssue Redemption AveraEePrice at Maturity Maturlty Yleld
Flnal Maturlty
Entirc lssue
r2l0u2o4s 5.000% 13,330,822.30 12,2:i0,000.00- 219,454,506,90 197,420,0m.00 18.8639 3l'947%
Proceeds used for accrued lnter$t
Proc€eds used for bond issuance costs (lncluding underwrlters' dlscount)
Proceeds used for credlt enhancement
Proceeds allocated to reasonably requlred reserve or replacement fund
Notes:
structured biled on a fixed proiect amouft of5204,500,000, assums no earnlngs; level annual debt service.
cash funded DSRF, assumes no eamlngr.
Assumes ratings ofA/A.
0.00
1,337,100.00
769,476.08
12,u6,250.0O
Aug25,2015 5:15 pm Prepared by Bankof America Merrill Lynch PageT
389
BankofAm efica*
Itlerrill Lynch EXHIBIT D
DISCTAIMER
CITY OF MIAMI BEACH, FLORIDA
Resort Tax Revenue Bonds, Series 2015
Preliminary Numbers
BofAML lS NOT YOUR MUNICIPAI ADVISOR OR FIDUCIARY. Bank of America Menill Lynch ('BofAML') Is providing the information contained herein for
discussion purposes only either as an underwriter or in anticipation of being engaged to serve as an undenivriter. By providing the information
contained herein pursuant to the participation by an independent registered municipal advisor exemption provided under SEC Rule 158a1-1(dX3Xvi),
BofAML is not acting as your 'municipal advisor' within the meaning of Section 158 of the Securities Exchange Act of 1934, as amended (the 'Act'), and
does not owe a fiduciary duty to you pursuant to the Act with respect to the information and material contained in this communication. BofAML is
elther serving as an underwriter or is seeking to serve as an underwriter on a future transaction and not as a financial advisor or municipal advisor. The
primary role of BofAMI. as an underwriter, is to purchase securities with a view to distribution in an arm's-length commercial transaction between you
and BofAML and BofAML has financial and other interests that differ from yours. BofAML is acting for its own interests. You should discuss any
information and material contained in this communication with any and all of your own internal or external municipal and/or financial, legal,
.accounting, tax and other advisors and experts, as applicable, to the extent you deem appropriate before acting on this information or material,
This material has been prepared by the Public Finance Group and ls not a research report and ls not a product ofthe ffxed income research department
of BofAML. This material is for information purposes only, is intended solely for your use, and may not be reproduced, disseminated, quoted or
referred to in whole or ln part, wlthout our written consent. Thls materlal does not constltute an offer or solicitatlon to sell or purchase any securities
and is not a commitment by BofAML or any of its affiliates to provide or arrange any financing for any transaction or to purchase any security in
connection therewith. The calculations contained herein are based upon assumptions and information that elther you or your advisors provided to
BofAM L or which EofAML deems in its sole discretion to be appropriate. BofAML makes no representation or warranty as to the accuracy or
completeness of this material or these calculations and any and all liability to you or any third parties relating to this material or the calculations is
expressly disclaimed. The material and calculations made available to you may not be similar to the information generated by BofAML's or lts affiliates
proprietary models or valuations that are used for its own purposes or to the models or valuations available from other sources including from other
dealers. BofAML assumes no obligation to update or otherwise revise these materials. Values generated by the data or calculations may not reflect
actual prices or values that can be obtained in the market at that time and the calculations should not be relied upon for any tax, accounting, legal or
other purpose.
Notes:
Structured based on a fixed project amount of $204,500,000, assumes no earnings; level annual debt service.
Cash funded DSRF, assumes no earnings.
Assumes ratings of A/A.
Aug 25, 2015 5:16 pm Prepared by Bank of America Merrill Lynch Page 8
390
-
I
I
I,?1 5 . 2015
ffi#e=&&$ffiffi&ffih4
391
Miami Beach Convention
Renovation & Expansion
August 2!, ?O15
Center
Budget
EXHIBIT E
%
Convention
Center Parking
o/o at
Total Total
88.996%
S44s,284,051
11.004%
s55,0s9,247 -'ss00,343,307 83.90%Total Contractor Costs
Owner's Costs
Design Fees (Fentress Achitects)
Project Oversight
Art in Public Places (AIPP)
FF&E
Other Owner Costs
Subtotal
Owner's Contingency
TOIAT
23,527,528
5,639,794
5,784,72L
6,830,945
4,459,769
49,.,526,818
40,040,813
$s31,s87,631
2,909,L72
697,359
7Ls,279
0
55i,449
59,932,506
4879,2s0
564,8u,755
26,436,700 4A3%
6,337,153 L,A6%
6,500,000 a.09%
6,830,945 L.Ls%
5,07L,219 A.g%
s5t,459,324 92.47%
44,920,063 7.53Yo
9598,379,387 Loo.oo%
F:\cmgr\$ALL\Conventlon CenteABudgets -Bonds\CMr Budget 2A15 08 21 (FCWC)
392
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t9t5 * 20]5
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.^I"
397
EXHIBIT H
City of Mlami Beach - Resort Tar Collections
Flscal Year 2004/ 05 Fiscsl Year 2005/ 06
Monlh
Oclober
November
December
January
February
March
April
May
June
July
August $1,999,389
September $1,816,888
$393,668 $2,393,057 27,2o/o
s355,619 $2,172,507 21.90h
- -
1% TOTAL % Ghange
$'r,023,191 $176,510 $1,199,701 -?0.7%, $1,296,943
$2,116,578 $346,933 $2,463,511 q0.0% $1,866,4ri6
$1,821,416 $325,713 $2,147,129_. 4.9o/o
$2,861,412 $458,399 $3,319,811 37.9%
$?,4e3,004 8626,247 S3,119,251 -8.5%
$2,270,831 $67E,385 $2,949,216 ,15.90/0
$3,299,088 $776,7A5 $4,075,793 70.0oh
$2,634,768 $603,435 $3,238,203 26,0%,
$2,332,536 $489,004 $2,821,540 8._f'lg-
$1,694,261 $320,174 $2,014,435 31.3o/o
% Change
$259.418 $1,556,361 29.70/0
$346,298 $2,212,764 -10.2%
$2,581,985 $4s1,377 $9,033,362 41.3%
$2,m5,695 $451,992 $2,477,687 -25.4%
$3,446,229 $712,275 $4,158,504 - q3,3%
$2,403,120 $640,e40 $3,04q,469, 3.2%
$3,711,918 $847,346 $4,559,294 11.9%
$2,704,679 $599,465 $3,304,144 2.A%
$2,430,195 $520,978 $2,951,173 4.6Y0
$1,782,1s9 $33r,629 $2,113,788 4.9r/o
$1,986,192 $391,505 $2,377,697 -6.00/6
$1,794,572 $360,288 $2,154,860 {0.0%
-
$26,363,362 $5,550,792 $31,9.t4,154 13.2o/o 928,030,183 $5,912,911 $33,S43,094 A,4olo
Fiscal Year 2006/ 07 Flscal Year 2007/ 08
Monlh
October
November
Decernber
January
February
March
April
May
Juno
July
August
September
Total
7o Change
$11585,179 $279,66r $1,864,840 1?.80/0
$1,819,808 $337,161 $2,156,969 -2.5o/o
$2,262,s44 $466,589 $2,72s,5q - -10.0%
92,873,829 $614,395 $3,488,224 40.8%
$2,696,949 $619,977 $3,310,926 -20.2%
$3,425,538 y77,829 $4,303,307 41.4o/o
$3,856,462 $899,734 $4,756,196 4.30/0
$2,992,e37 $679,852 $3,672,889 11.2%
$2,359,376 S506,281 $2,865,657 -2.9o/o
s1 ,876,003 $345,944 $2,221,s47 5.1%
$2:102,142 $3e4,904 $2,497,016 5.0%
$2,033,437 $406,448 $2,439,885 13.2o/o
-
$29,884,604 $6,428,875 $36,313,479 7.Oolo
1%TOTAL
$1,829,8,14 $330,052 $2,159,896
2%% Change
15.8%
$2.100.723 $431 ,941 $2,532,664 17.40/o
$2,296,419 $454,3e8 $2,750,817
$3,072r2s9. $708,906 $3,781,165 8.4%
$3,080,283 . S675,769 $3,756,052 ,13.2L
g!07s,85s $nL1.4? , $3,851,ee6 .10.570
$3,791,216 $870,738 S4,661,954 ,, 3,.9y"
$2,869,106 $630,117 $q,499r223 4.7%
$2,729,506 $607,357 $3,336,863 16.40/0
$2,031,099 $425,685 $2,4s6,784 10.6%
$2,219,104 $472,125 $2,691,229 7.8%
$2,181,947 $543,478 $2,?25,425 11.7%
-
$31,281,359 $6,922,709 $38,204,068 5.2o/o
Page 5
398
EXHIBIT H
Clty of Miami Beach - Resort Tax Collsctlone (Contlnued)
Fiscal Year 2008/ 09 Fiscal Yoar 2009/10
Month
Oclober
November
December
January
February
March
Aprll
May
June
July
August
September
Total
% Change,
$1,650,504 9335,195 $1,9e1,69e _ -7.8%
$2,063,757 $443,620 $2,507,377 -1.0%
$2,219,742. $4s7,644 $2,717,286 -1.2o/o
$2,870,626 $687,949 $3,558,575 -5.9o/o
$3,'148,530 $686,022 $3,834,552 2.1oh
$2,e39,e2p $6q0,769 $3,620,6e7, 6.Ooto
$3,711,667 , $763,621 $4,475,288 ,+#
$2,859,207 $818,497 $3,507,104 ., '!3%$2,7,34,368 $529,969- $3,264,337 -2.2%
82,022,1!6,_ - $3p8,6r : $4,411,173 -1.*/o
$2,3',15,U7 $468,862 S2,783,909 3.40/a
s2,252,399 $431,324 $2,6E3,723 -1.50/0
s1,765,446 $328,525 $2,093,971
% ChsIEe
10.0%
w,170,21? $415-178 .$2,58s,491
- $2,317,036 $461,510 S2,778,546
$3,3s7,290 $7s9,806 $4,117,096
3.10h
15.70/o
$3,250,359 S713,871 $3,964,230
$3,775,971 $944,317 94,720,288 30,4%
$4,070,923 $913,934 $4,984,857 11.4Yo
$3,357,s02 $755,673 $4,113,175 17.3Y0
$2,903,423 $603,611 $3f07,034 7.4o/o
s2,388,952 $471,129 $2,86q,081 18,6%
$2,566,142, $533,217, . $.3,0P.9,3qe U.!o/o
$2,315,409 $571,430 $2,886,839 7.60/0
$30,794,291 S6,562,029 $37,356,320 -2.2oiD $34,238,666 $7,472,331 $41,710,997 11.?a/o
Flscal Year2010/11 Fiscsl Year 2011/12
Month
October
November
Dec€mber
January
February
Mardr
April
May
Jme
July
August
September
Total
1o/o Yo_Change
$2,054,670 $452,348 S2,507,018 19.7%
$2,638,/m1 $513,505 $3,151,986 21.9L
$2,805,785 $574,685 $3,380,480- . 21.70h
$3,5dt,774 $816,088 $4,383.E62
$3,43?,156 .$Je1,466 , V,223,622 6.5%
$3,928,800 $899,098 $4,827,898 2.3Ya
$4,627,466 $1,225,0A4 $5,852,530 17.4%
$4,112p76 $1,004,483 $5,117,359 24.4%
$3,430,841 $744,410 $4,175,251 19.1%
$2,869,923 $574,463 $3,4,14,386 2},4oh
$3,180,371 $684,03S $3,864,40s 2!.7a/a
$2,866,740 $704,502 $3,571,242 23.70h
-- -
s39,515,893 $8,984,150 $48,500,043 16.3%
10/o TOTAI oi Change
22.1%$2,549,797 -9518,492 $3,068,289
$3,177,928 $6e2,053 $3,86e,s81
_ $3,883,614 $719,320 $4,636,s34
. $4,073,108_ $920,856 $4,993,96-4-
$4,176,08e $e01,957 $5,13q,046
- $4,328,808 $J.,0sf,2.95 $5,37e,013
$5,217,135 $1,206,673, S6,423,808
$4,262,94A $1,065,982 $5,328,930
36.goi6
13.9%
$3,524,675 $764,045 V,288,724 2.70h
. $3,146,098 9826,q4.8- . $3,772,946
$3,249,797 $696,925 $3,946,722
$2,856,346 $632,700 $3,489,046
21.7%
11.4%
4,10h
2.10/o
-2.3%
s44,446,343 $9,880,058 $54,326,399 '.t2.0%
Page 6
399
EXHIBIT H
Glty of Miaml Beach - Resort Tax Collectlons (Contlnued)
Fiscal Year 2012/13 Flscal Year 2013/14
Month
October
November
January
February
March
Aprll
May
June
July
August
1%% Change 1o/o TOTAL % Change
$718,097 $3,874,449 -16.3%
$4,689,304 $1 ,162,1 18 95,851 ,422 17 .2o/o
$4,602,257 S1,154,788 $5,757,045 12.0o/o
$4,577,102 $1,175,961 $5,753,063, 7.0o/o
$6,117,09: $1,538,525 $7,713,619 20j%
$4,446,827 $1,074,U7 $5,521,674 3.60/o
4.0o/o $2,616,517 $539,538 $3,156,055 .1,lYo
$4,960,680 $1,207,754 $6,168,434,
$4,855,831 $1,221,242 $6,077,073
$4,894,856 $1,230,527 ,$8,125,385
$5,7e2,950 $1,458,889- $7,251,p36
$4,969,113 S1,238,578 $8,207,691
13.10/o
$3.324,909 $719,939 $4,044,848 0.7%
$3,359,942 $729.712 $4,089,654 0.6%
$3,559,359 $794,085 $4;353,4,14
$2,679,387 $510,674
$3,337,959 $728,884
s3,190,061
$4,066,843 5.1o/o
Decembet $3,156,352 12.4o/o
5.40/o
6.5o/o
12.4o/o
$3,644,952 $803,413 $4.448,365 3.7% $4,098,848 $934,442 $5,033,2S0
$3,329,498 $685,451 $4,014,949
$3,473,040 $781,4',12 $4,265,052 7.8%$3,592,203 $803,447 $4,395,650 3,30/o
September $3,421,072 $761,341 $4,182,413 19.9% $3,709,511 $835,052 $4,544,563 8.70/o
$47,535,444 $1 I,0S3,51 1 $58,628,955 7.*/o $49,7U,721 $11,71i2a2 $61,447,923 4.Aoh
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405
RESOLUTION NO.
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA AUTHORIZING THE ISSUANCE BY THE
MIAMI BEACH REDEVELOPMENT AGENCY OF NOT TO EXCEED
$43O,OOO,OOO IN AGGREGATE PRINCIPAL OF TAX INCREMENT
REVENUE BONDS (CITY CENTER/HISTORIC CONVENTION VILLAGE),
IN ACCORDANCE WITH THE REQUIREMENTS OF CHAPTER 163, PART
III, FLORIDA STATUTES, AS AMENDED; AUTHORIZING OFFICERS AND
EMPLOYEES OF THE CITY TO TAKE ALL NECESSARY ACTIONS IN
CONNECTION THE,REWITH; AND PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, the Miami Beach Redevelopment Agency (the "Agency") has heretofore
issued its (i) $29,105,000 Miami Beach Redevelopment Agency Tax Increment Revenue Bonds,
Taxable Series 1998,4. (City Center/Historic Convention Village), currently outstanding in the
principal amount of $10,000,000, (ii) $51,440,000 Miami Beach Redevelopment Agency Tax
Increment Revenue Refunding Bonds, Taxable Series 20054 (City Center/Historic Convention
Village), currently outstanding in the principal amount of $27,815,000, and (iii) $29,930,000
Miami Beach Redevelopment Agency Tax Increment Revenue Refunding Bonds, Series 20058
(City Center/Historic Convention Village), currently outstanding in the principal amount of
$17,175,000 (collectively, the "Outstanding Prior Bonds"), pursuant to Resolution No. 150-94,
adopted by the Board of Commissioners of the Agency (the "Agency Commission") on January
5,1994, as supplemented, to finance or refinance certain redevelopment projects in an area of the
City of Miami Beach, Florida (the "City") known as the "City Center/Historic Convention
Village Redevelopment and Revitalization Area," all in accordance with a redevelopment plan
adopted by the Agency under Chapter 163, Part III, Florida Statutes, as amended (the "Act"), and
approved by the City pursuant to Resolution No. 93-20721 adopted by the Mayor and City
Commission of the City (collectively, the "City Commission") on February 12, 1993, as
amended; and
003-4430-479313/AM ER r CAS 406
WHEREAS, the Agency now intends to issue its Tax Increment Revenue Bonds (City
Center/Historic Convention Village), in one or more series (the "Series 2015 Bonds"), in the
principal amount not to exceed $430,000,000, for the primary purpose of providing funds,
together with any other available moneys, to refund all of the Outstanding Prior Bonds and to
finance the Series 2015 Redevelopment Project (as defined in the Bond Resolution hereinafter
defined) pursuant to a resolution adopted by the Agency Commission on October 14,2015 (the
"Bond Resolution"), a copy of which Bond Resolution is attached hereto as Exhibit A and made
aparthereof; and
WHEREAS, in accordance with the requirements of the Act, the City desires to authorize
and approve the issuance of the Series 2015 Bonds by the Agency; and
WHEREAS, in connection with the issuance of the Series 2015 Bonds, the requirements
of Ordinance No. 2007-3582, adopted by the City Commission on November 27,2007, including
the holding of two public hearings, have been complied with prior to the adoption of the Bond
Resolution and this Resolution;
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA:
Section l. The above recitals are incorporated herein as findings.
Section 2. This Resolution is adopted pursuant to the Act and other applicable
provisions of law.
Section 3. In accordance with the requirements of Sections 163.358(3) and 163.385(1)
and (3) of the Act, the issuance by the Agency of the Series 2015 Bonds, in the principal amount
not to exceed $430,000,000, under the provisions of the Bond Resolution is hereby authorized
and approved by the City Commission.
003-4430-4193 l3 lAM ERTCAS 407
Section 4. The officers and employees of the City are hereby authorized and directed to
take all other necessary actions and execute all necessary documents to carry out the provisions
of this Resolution and provide for the issuance of the Series 201 5 Bonds by the Agency.
Section 5. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED this _ day of _,2015.
Mayor
(sEAL)
ATTEST:
City Clerk
APPROVEDASTO
FORM & I.ANGUAGE
E FOR DGCIJTION
^#mh-d#
o03-4430-4793 / 3 /AM ERTCAS 408
EXHIRIT A
BOND RESOLUTION
A-1
003-4430-47 93 / 3 IAM ERTCAS 409
RI]SOLUTION NO,
A RESOLUTION OF TI]E CHAIRPERSON AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF
NOT MORE THAN $43O,OOO,OOO IN AGGREGATE PRINCIPAL AMOLINT
OF MIAMI BEACH REDEVELOPMENT AGENCY TAX TNCRE,MENT
REVENUE BONDS (CITY CENTEzuHISTORIC CONVENTION VILLAGE)
(THE "SERIES 2015 BONDS"), FOR TI-IE PURPOSE OF REFLNDING THE
AGENCY'S OUTSTANDING PRIOR BONDS AND FINANCING CERTAIN
PUBLIC IMPROVEMENTS; PROVIDING FOR THE ISSUANCE OF
ADDITIONAL BONDS ON A PARITY THEREWITH; PROVIDING FOR THE
SECURITY AND PAYMENT OF ALL BONDS ISSUED PURSUANT TO
THIS RESOLUTION; PROViDING CERTAIN DE,TAILS OF THE SERIES
20 I 5 BONDS; DELEGATiNG CERTAIN MATTERS IN CONNECTION WITH
THE ISSUANCE OF THE SERIES 2015 BONDS TO THE EXECUTIVE
DIRECTOR OF THE AGENCY, INCLUDTNG WHETHER TO SECURE A
CREDIT FACILITY AND/OR A RESERVE ACCOUNT INSURANCE
POLICY, WITHIN THE LIMITATIONS AND RESTRICTIONS STATED
HEREIN; APPOINTING UNDERWRITERS, PAYING AGENT, REGISTRAR,
ESCROW AGENT AND DISCLOSURE DISSEMINATION AGENT;
APPROVING THE FORM OF TI-IE, PRELIMINARY OFFICIAL STATEMENT
FOR THE SERIES 20 I5 BONDS AND AUTHORIZING EXECUTION OF THE
FINAL OFFICIAL STATEMENT FOR THE SERIES 2OI5 BONDS;
AUTHORIZING THE NEGOTIATE,D SALE OF THE SERIES 2015 BONDS
AND APPROVING THE FORM AND AUTHORIZING EXE,CUTION OF THE
BOND PURCHASE AGREEMENT FOR THE SEzuES 201,5 BONDS;
APPROVING THE FORMS AND AUTHORIZING EXECUTION OF
ESCROW DEPOSIT AGRE,EMENTS FOR THE OUTSTANDING PzuOR
BONDS; COVENANTING TO PROVIDE CONTINUING DISCLOSURE iN
CONNECTION WITH THE SERIES 2OI5 BONDS AND APPROVING THE
FORM AND AUTHORIZING EXECUTION OF A CONTINUING
DISCLOSURE AGREEMENT; AUTHORIZING OFFICERS AND
EMPLOYEES OF THE AGENCY TO TAKE ALL NECESSARY ACTIONS IN
CONNECTION WITH THE ISSUANCE OF THE SERIES 2015 BONDS; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Miami Beach Redevelopment Agency (the "Agency"), & public body
corporate and politic, has been duly created and established to transact business and exercise
powers under and pursuant to the Florida Community Redevelopment Act, Chapter 163, Part ili,
Florida Statutes, as amended (together with other applicable provisions of law, the "Act"),
including the issuance of revenue bonds, in order to achieve the purposes of redevelopment as set
forth in the Act; and
WHEREAS, all the requirements of larv have been complied r,vith in the creation of the
Agency, the adoption and amendment of a redevelopment plan (the "Redevelopment Plan")
under the Act for that portion of the City of Miami Beach described in the Redevelopment Plan
and known as the "City Center/Historic Convention Village Redevelopment and Revitalization
003-4430 4551/4/AMERtCAS
410
Area" (the "Redevelopment Area") and the creation and tunding ol the City Center/Flistoric
Convention Village Redevelopment and Revitalization Trust Fund (the "Trtlst Fund") in
accordance with the Act; and
WHEREAS. in connection with the Redevelopment Plan, the Agency has heretofore
issued multiple series of bonds, of which the fbllowing are currently outstanding: (i) $29,105,000
Miami Beach Redevelopment Agency Tax Increment Revenue Bonds, Taxable Series 1998,{
(City Center/Historic Convention Village), or,rtstanding in the principal amount of $10,000,000
(the "Outstanding Series 1998A Bonds"), (ii) $51,440,000 Miami Beach Redevelopment Agency
Tax Increment Revenue Refunding Bonds, Taxable Series 2005A (City Center/Historic
Convention Village), or.rtstanding in the principal amolrnt of $27,815,000 (the "Outstanding
Series 2005A Bonds"), and (iii) $29,930,000 Miami Beach Redevelopment Agency Tax
Increment Revenue Refunding Bonds, Series 20058 (City Center/Historic Convention Village),
or.rtstanding in the principal amount of $17,175,000 (the "Outstanding Series 20058 Bonds" and,
together with the Outstanding Series 1998A Bonds and the Outstanding Series 2005A Bonds, the
"Outstanding Prior Bonds"), pursuant to Resolution No. 150-94, adopted by the Board of
Commissioners of the Agency (the "Commission") on January 5, 7994, as supplemented (the
"Prior Bond Resolution"); and
WHEREAS, the Agency desires to finance certain public improvements in accordance
r,vith the Reclevelopment Plan, as more particularly described in Exhibit A attached hereto and
made a part hereof (collectively, the "series 2015 Redevelopment Project"); and
WHEREAS, pursuant to that certain Third Amendment to Interlocal Agreement dated
January 20,2015, among Miami-Dade County, Florida, the City of Miami Beach, Florida, (the
"City") and the Agency, entered into in connection with the financing of the Series 2015
Redevelopment Project, it is necessary to refund the Outstanding Prior Bonds; and
WHEREAS, in order to refund the Outstanding Prior Bonds and finance the Series 2015
Redevelopment Project, the Agency desires to issue its Tax Increment Revenue Bonds, as more
particularly described in this Resolution (the "Series 2015 Bonds"); and
V/HEREAS, the Agency also desires to set forth the provisions pursuant to which it may
issue bonds on a parity with the Series 2015 Bonds and to make provision for the rights and
security of the Holders of all bonds issued hereunder; and
WHEREAS, the Commission has determined that it is in the best interest of the Agency
to delegate to the Executive Director of the Agency, who shall rely upon the recommendations of
the Chief Financial Officer of the City (the "Chief Financial Officer") and RBC Capital Markets,
LLC, the Agency's financial advisor (the "Financial Advisor"), the determination of various
terms of the Series 2015 Bonds, whether to secure a Credit Facility and/or Reserve Account
Insurance Policy (as such terms are hereinafter del-rned) with respect to the Series 2015 Bonds,
the flnal award of the Series 2015 Bonds, and certain other actions in connection with the
issuance of the Series 2015 Bonds and the refunding of the Outstanding Prior Bonds, all as
provided and subject to the limitations contained herein; and
oo3-4410-4561/ 4l AMERI CAS 411
WHEREAS. the Agency 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 Agency
to authorize the negotiated sale of the Series 2015 Bonds; and
WHEREAS. in connection with the issuance of the Series 2015 Bonds, the requirements
of Ordinance No. 2007-3582, adopted by the Mayor and City Commission of the City on
November 21,2007 , including the holding of two public hearings, have been complied with prior
to the adoption of this Resolution;
NOW. THEREFORE, BE IT DULY RESOLVED BY THE CHAIRPERSON AND
MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY:
ARTiCLE I
DEFINITIONS, AUTHORITY AND FINDINGS;
RESOLUTION CONSTITUTES A CONTRACT
SECTION 101. DEFINITIONS. In addition to the terms defined elsewhere in this
Resolution, as used in this Resolution, the fbllowing terms shall have the following meanings:
"Act" shall mean the Florida Comn-runity Redevelopment Act, Chapter 163, Part III,
Florida Statutes, as amended, and other applicable provisions of law.
"A-eency" shall mean the Miami Beach Redevelopment Agency, a body corporate and
politic, created pursuant to the Act.
"Arnortization Requirements" sl-rall mean such moneys required to be deposited in the
Bond Redemption Account for the purpose of the mandatory redemption or payment at maturity
of any Term Bonds, the specific amounts of such deposits to be determined by the Chairperson
in the Chairperson's Certificate with respect to the Series 2015 Bonds and pursuant to any
resolution authorizing any other Series of Bonds with respect to such other Series of Bonds.
"Average Annual Debt Service" shall mean, at any time and with respect to all of the
Bonds or any particular Series of Bonds (as appropriate), the sum of the Debt Service
Requirements tbr the then current and every succeeding Fiscal Year divided by the number of
such Fiscal Years.
'oBonds" shall mean the Series 2015 Bonds, authorized to be issued pursuant to this
Resolution, together with any additional parity Bonds hereafter issued pursuant to this
Resolution.
"Bondholder", ''Holder", "Holder ol Bonds" or "Owner" or any similar term, shall mean
any person, lvho shali be the registered owner of any Outstanding Bond or Bonds.
"Chairperson" shall mean the Chairperson of the Agency or in the absence or disability of
the Chairperson, the Vice Chairperson of the Agency or the offlcers succeeding to their principal
functions.
003 -4430-4s6 L / 4 /AM ERICAS
412
"Chairperson's Certificate" shall mean the Certitrcate to be executed by the Chairperson
on or prior to the date of initial issuance of tl-re Series 2015 Bonds, which Certiflrcate shall
provide the details of the Series 2015 Bonds.
"City" shall mean the City of Miami Beach, Florida.
''Code" shall mean the Internal Revenue Code of 1986, as amended from time to time,
and the regulations promulgated thereunder and applicable regulations promulgated under the
Intemal Revenue Code of 1954, as amended.
"Commission" shall mean the Board of Commissioners of the Agency, being the
Chairperson and members of the Agency.
"Corrnty" shall mean Miami-Dade County, Florida.
"Credit Facility" shall mean an irrevocable letter of credit, policy of municipal bond
instuance, guaranty, purchase agreement, credit agreement or similar facility in which the entity
providing such facility irrevocably agrees to provide funds to make payment of the principal of
and interest on Bonds.
''Debt Service Requirement" for any period, as applied to all of the Bonds or all of the
Bonds of any Series (as appropriate), shall mean the respective amounts which are needed to
provide:
(a) for paying the interest on all Bonds or all Bonds of such Series (as
appropriate) then Outstanding which is payable on each lnterest Payment Date in such
period,
(b) for paying the principal of all Serial Bonds or all Serial Bonds of such
Series (as appropriate) then Outstanding which is payable upon the maturity of such
Serial Bonds in such period, and
(c) the Amortization Requirements, if any, for all Term Bonds or the Term
Bonds of such Series (as appropriate) for such period.
If all or a portion of the principal of (including, r,vithout limitation, Amortization
Requirernents) or interest on a Series of Bonds is payable from tirnds irrevocably set aside or
deposited for such pllrpose, together with projected earnings thereon to the extent such earnings
are projected to be from Permitted Investments, such principal or interest shall not be included in
determining Debt Service Requirements if such tunds and/or Permitted Investments will provide
moneys which shall be sufficient to pay when due such principal or interest.
oo3-443o-45671 4/ AME RTCAS
413
"Defeasance Obligations" shall mean to the extent permitted by law:
(a) Direct general obligations of, or obligations the timely payment of the
principal of and the interest on which is r"rnconditionally guaranteed by, the United States
of America; and
(b) Evidences of indebtedness issued by the Bank for Cooperatives, Federal
Home Loan Banks, Federal Home Loan Mortgage Corporation (including participation
cerlificates), Federal Land Banks, Federal Financing Banks, or any other agency or
instrumentality ol the United States of America created by an act of Congress which is
sr-rbstantially sirnilar to the foregoing in its legal relationship to the United States of
America; provided that the obligations of such agency or instrumentality are
r.rnconditionally guaranteed by the United States of America or any other agency or
instrumentality of the United States of America; and
(c) Evidences of ownership of proportionate interests in future interest and
principal payments on specified obligations described in (a) above held by a bank or trust
company as custodian, under which the or,vner of the investment is the real party in
interest and has the right to proceed ciirectly and individr"rally against the obligor on the
underlying obligations described in (a) above, and which underlying obligations are not
available to satisfy any claim of the custodian or any person claiming through the
custodian or to whom the custodian may be obligated; and
(d) Obligations described in Section 103(a) of the Code which do not permit
redemption prior to maturity at the option of the obligor and provision for the payment of
the principal of, premium, if any, and interest on r,vhich shall have been made by the
irrevocable deposit with a bank or trust company acting as a trustee or escrow agent for
the holders of such obligations, direct general obligations of the United States of
America, the maturing principal of and interest on which, when due and payable, will
provide sufficient monies to pay when due the principal of, premium if any, and interest
on such obligations, and which direct general obligations of the United States of America
are not available to satisfy any other claim, including any claim of the trustee or escrow
agent or of any person claiming through the trustee or escrow agent or to whom the
trustee or escrow agent may be obligated, including in the event of the insolvency of the
trustee or escro\,' agent or proceedings arising out of such insolvency.
"Executive Director" shall mean the Executive Director of the Agency.
"General Counsel" shall mean the General Counsel of the Agency, currently the City
Attorney ol the City.
"Fiduciaries" shall mean the Paying Agent and the Registrar appointed and acting under
this Resolution.
"Fiscal Year" shall mean that period commencing on October 1, and continuing to and
including the next succeeding September 30, or such other annual period as may be prescribed
by lar.v or by the Agency in accordance with law.
003-443O-456 1/4/AME R rCAS
414
"lnterest Payment Date" shall mean fbr each Series of Bonds such dates on which interest
on the Bonds is payable on snch Bonds that are Outstanding, as set fbrth in the proceedings of
the Agency providing fbr the issuance of sr"rch Series of Bonds.
"Maximum Annual Debt Service" shall mean, at any time and with respect to all of the
Bonds or any particular Series of the Bonds (as appropriate), the greatest Debt Service
Requirement in the then current or any succeeding Fiscal Year.
"Outstanding" r,vhen used with reference to the Bonds, shall mean, as of any date of
determination, all Bonds theretofore authenticated and delivered except:
(a) Bonds theretofore cancelled by the Registrar or delivered to the Registrar
for canceliation;
(b) Bonds which are deemed paid and no longer Outstanding as provided
hereinl
(c) Bonds in lieu of r,vhich other Bonds have been issued pursuant to the
provisions hereof relating to Bonds destroyed, stolen or lost, unless evidence satisfactory
to the Registrar has been received that any such Bond is held by a bona fide purchaser;
and
(d) For purposes of any consent or other action to be taken hereunder by the
Holders of a specified percentage of principal amor.rnt of Bonds, Bonds held by or for the
account of the Agency.
"Paying Agent" shall mean any bank or trust company or any successor bank or trust
company appointed by the Agency to act as Paying Agent hereunder.
"Permitted Investments" shall mean and include such obligations as shall be permitted to
be legal investments of the Agency by the lar,vs of the State.
"Pledged Funds" shall mean, collectively, (i) the Trust Fund Revenues, and (ii) except for
moneys, securities and instruments in the Rebate Fund, all moneys, securities and instruments
held in the funds and accounts created and established by this Resolution.
"Redevelopment Area" shall mean the "City Center/Historic Convention Village
Redevelopment and Revitalization Area" located within the City and found by the City to be a
"blighted area" within the meaning of the Act and described in the Redevelopment Plan, as the
geographic boundaries of such area may be changed from time to time as permitted r-rnder the
Act.
"Redevelopment Plan" shall mean the redevelopment plan for the Redevelopment Area
originally adopted by the A-eency by Resolr"rtion No. 128-93 adopted on February 12, 1993 and
approved by the City by Resolution No. 93-20721 adopted on February 12, 1993 and by the
Cor.rnty by Resolution No. 317-93 adopted on March 30, 1993, as the same has been and may be
amended from time to time.
6
003-4430-4s6 1/4/A M ERTCAS
415
"Redevelopment Projects" shall mean the particular community redevelopment projects
undertaken by the Agency pllrsLlant to the Redevelopment Plan within the Redevelopment Area
in accordance with the Act. inclr"rding the Series 2015 Redevelopment Project.
"Registrar" shall mean the officer of the Agency or a bank or trust company appointed by
the Agency, located within or withor.rt the State of Florida, who or which shall maintain the
registration books of the Agency and be responsible fbr the transf-er and exchange of the Bonds.
"Reserve Account Insurance Policy" shall mean the insurance policy, surety bond or
other acceptable evidence of insurance, if any, deposited in the Debt Service Reserve Account in
lieu of or in partial substitr-rtion for cash or securities on deposit therein. The issuer providing
such insurance shall be rated, at the time of deposit in the Debt Service Reserve Account, in one
of the two highest rating categories of Fitch Ratings Inc. or any sLlccessors thereof, Moody's
Investors Service, Inc. or any successors thereof or Standard & Poor's Ratings Services or any
sLrccessors thereol-.
"Reserve Account Letter of Credit" shall mean the irrevocable, transferable letter of
credit, if any, depositecl in the Debt Service Reserve Account in lieu of or in partial sr.rbstitr-rtiqn
tbr cash or securities on deposit therein. The issuer providing such letter of credit shall be rated,
at the time of deposit into the Debt Service Reserve Account, in one of the two highest rating
categories of Fitch Ratings Inc. or any sLlccessors thereot Moody's Investors Service, Inc. or any
sLlccessors thereof or Standard & Poor's Ratings Services or any sLlccessors thereof.
"Reserve Account Requirement" shall mean the least of (i) Maximum Annual Debt
Service on all Bonds Outstanding, (ii) 125% of Average Annual Debt Service on all Bonds
Outstanding, or (iii) 10% of the proceeds of the Bonds within the meaning of the Code.
"Resolution" shall mean this Resolution as the same may from time to time be amended
and supplemented in accordance with the terms hereof.
"Secretary" shall mean the Secretary of the Agency.
"serial Bonds" shall mean the Bonds of any Series w'hich shall be stated to mature in
annual installments br-rt not inch-rding Term Bonds.
"series" shall mean all of the Bonds authenticated and delivered on original issuance and
pursuant to this Resolution or any supplemental resolution authorizing such Bonds as a separate
Series of Bonds, or any Bonds thereafter authenticated and delivered in lieu of or in substitution
for such Bonds pursuant to Article Ii hereof, regardless of variations in maturity, interest rate or
other provisions.
"series 2015 Bonds" shall mean the Bonds authorized to be issued urnder Section 201 of
this Resolution.
"series 2015 Redevelopment Project" shall mean the construction of certain public
improvements rvithin the Redevelopment Area being flnanced w'ith proceeds of the Series 2015
Bonds and more particularly described in Exhibit A hereto.
00 t-4430 4561/4iAMERraAS
416
"State" sl-rall mean the State of Florida.
"Taxable Bonds" shall mean Bonds the interest on which is not intended at the time of
issuance thereof to be exclr.rded from gross income of the holders thereof for f'ederal income tax
purposes.
"Tax-Exempt Bonds" shall mean Bonds the interest on which is excludable from gross
income of the holders thereof for federal income tax ptuposes.
"Term Bonds" shall mean the Bonds of any Series which shall be stated to matllre on one
date and tbr the amortization of r,vhich payments are reqllired to be made into the Bond
Redemption Account in the Sinking Fund.
''Trust Fund" shall mean the City Center/Historic Convention Village Redevelopment
and Revitalization Trust Fund established by Ordinance No. 93-2836 adopted by the City on
Febrtrary 24, 1993 and by Ordinance No. 93-28 enacted by the County on April 27,1993 tn
accordance with the Act.
"Trust Fund Revenlres" shall mean the revenues derived from the Redevelopment Area
and received by the Agency lbr deposit in the Trust Fund pLlrsuant to Section 163.387, Florida
Statutes, as amended, Ordinance No. 93-2836 adopted by the City on February 24, 7993, as
amended from time to time, including Ordinance No. 2014-3901 adopted by the City on
November 8,2014, and Ordinance No. 93-28 enacted by the County on April 27, 1993, as
amended tiom time to time, including Ordinance No. 14-133 enacted by the County on
December 16,2014.
"Underwriters" shall mean Morgan Stanley & Co. LLC, Wells Fargo Bank, National
Association, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Raymond James &.
Associates, Inc. and Loop Capital Markets LLC.
Words importing singular number shall include the plural number in each case and vice
versa, and words importing persons shall include firms and corporations. Words that appear in
this Resolution in lower case tbrm shall have the meanings ascribed to them in the definitions
unless the context shall otherwise indicate. The'uvords "Bond", "Owner", "Holder" and "person"
shall inch-rde the ph-rral as well as the singr.rlar number unless the context shall otherwise indicate.
SECTION 102. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted
pursuant to the provisions of the Act.
SECTION 103. FINDINGS. The recitals to this Resolution are incorporated herein as
findings. In addition, it is hereby ascertained, determined and declared that:
(a) The Agency is authorized to receive, deposit and apply the Trust Fund
Revenues pursuant to the Act.
(b) It is necessary and desirable to issr:e the Series 2015 Bonds in order to
refund the Outstanding Prior Bonds and finance the Series 2015 Redevelopment Project.
003 4430-4567/ 4 /AMERICAS 417
(c) The principal of and interest on the Bonds and all required sinking fi,rnd,
reserve and other payments shall be payable solely from the Pledged Fr.rnds. None of the
City, the County, or the State of Florida or any political sr,rbdivision thereof or
goverrunental authority or body therein shall ever be required to levy ad valorem taxes to
pay the principal of or interest on the Bonds or to make any of the sinking fund, reserve
or other payments required by this Resolution or the Bonds, and the Bonds shall not
constitute indebtedness of the Agency, the City, the Cor.rnty, the State or any political
subdivision thereof r,vithin the meaning of any constitutional, statutory or other provision
or limitation or a lien upon any property owned by or situated within the corporate
territory of the Agency or the City, except as provided herein with respect to the Pledged
F unds.
SECTION 104. RESOLUTION CONSTITUTES CONTRACT. In consideration of the
acceptance of the Bonds authorized to be issued hereunder by those who shall own the same
tiom time to time, this Resolr.rtion shall be deemed to be and shall constitute a contract between
the Agency and such Bondholders, and the covenants and agreements herein set forth to be
performed by the Agency shall be fbr the equal benefit, protection and security of the owners of
any and all of such Bonds, all of which shall be of equal rank and r,vithout preference, priority, or
distinction of any of the Bonds over any other thereof except as expressly provided therein and
herein.
IEND OF ARTICLE I]
oo3 -4 430 -4 55 | / 4 /AM E R rCAS
418
ARTICLE II
AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF BONDS
SECTION 201. AUTHORIZATION OF THE SEzuES 2015 BONDS. Subject and
plrrsllant to the provisions of this Resolr"rtion, one or more Series of Bonds of the Agency to be
knor,vn as Tax Increment Revenue Bonds, Series (City Center/Historic Convention
Village) (the "Series 2015 Bonds"), or such other designation as shall be set forth in the
Chairperson's Certiflcate, are hereby authorized to be issued in an aggregate principal amount
not to exceed Four Hundred Thirty Million Dollars (S430,000,000), for the purpose of providing
funds, together with any other available moneys, to retund the Outstanding Prior Bonds, to
flnance the Series 2015 Redevelopment Project, to tirnd the Debt Service Reserve Account and
to pay costs of issuance of the Series 2015 Bonds, which Bonds may be issued all at one time or
from time to time, and designated as to Series, as shall be determined by the Executive Director,
after consultation with the Chief Financial Otficer and the Financial Advisor, and set forlh in the
Chairperson's Cerliflcate. The retirnding of the Outstanding Prior Bonds and the financing of
the Series 2015 Redevelopment Project and its accluisition is hereby authorized.
Subject to the limitations contained herein, the Series 2015 Bonds shall be issued in such
aggregate principal amolrnt, shall be dated, shall mature on such dates and in such years, but not
later than March 31, 2044, and in such amounts, shall be issr.red as Tax-Exempt Bonds or
Taxable Bonds or a combination thereot, shall be in the form of Serial Bonds or Term Bonds or a
combination thereof, shall have such Interest Payment Dates, shall bear interest at such f-rxed
rates not to exceed the maximum rate permitted by law, shall have such Amortization
Requirements, if any, and shall be subject to redemption at such times and at such prices, all as
shall be determined by the Executive Director, after consultation with the Chief Financial Officer
and the Financial Advisor, and set forth in the Chairperson's Certificate.
The Commission hereby appoints U.S. Bank National Association as Registrar and
Paying Agent for the Series 2015 Bonds.
If the Executive Director determines, in reliance upon the recommendations of the Chief
Financial Officer and the Financial Advisor. that there is an economic benefit to the Agency to
secLlre and pay for a Credit Facility and/or a Reserve Account Insurance Policy with respect to
all or a porlion of the Series 2015 Bonds, the Executive Director 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 Executive Director is authorized to provide for the payment of any premiums
fbr such Credit Facility and/or Reserve Account lnsurance Policy from the proceeds of the Series
2015 Bonds. The Chairperson is authorized, afler consultation with the General Counsel. to
enter into, exectite and deliver such agreements as may be necessary to secure such Credit
Facility and/or Reserve Account Insurance Policy, the execution and delivery by the Chairperson
of any such agreements for and on behalf of the Agency to be conclusive evidence of the
Agency's approval of securing such Credit Facility and/or Reserve Account Insurance Policy and
of sr,rch agreements. Any agreements with any providers of a Credit Facility and/or Reserve
Account Insurance Policy shall supplement and be in addition to the provisions of this
Resolution.
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The Commission hereby approves the distribution of copies of the Preliminary Olhcial
Statement with respect to the Series 2015 Bonds (the "Preliminary Official Statement") in
substantiaily the form presented at this meeting, subject to such changes, modihcations.
insertions and omissions and such filling-in of blanks therein as may be approved by the
Executive Director, after consultation with the Chiel Financial Officer and the General Counsel.
The Chairperson or his designee, after consultation with the Chief Financial Officer and the
General Counsel, is hereby authorized to deem the Preliminary Official Statement "final" for
pLuposes of Securities and Exchange Commission RLrle 1 5c2-12 (the "Rule") and to execute any
certificates in connection with such finding. The Chairperson and the Executive Director are
hereby authorized to execute the Offlcial Statement r,vith respect to the Series 2015 Bonds (the
"Of1-rcial Statement") on behalf of the Agency, in substantially the form of the Preliminary
Official Statement presented at this meeting with such changes, modifications, insertions and
omissions and such filling-in of blanks therein as shall be necessary to evidence the terms of the
Series 2015 Bonds or as may be approved by the Executive Director, with sr,rch execution to
constitute conclusive evidence of the Agency's approval of the Preliminary Official Statement
and the Offlcial Statement. The use of the Preliminary Official Statement and the Official
Statement in the marketing and sale of the Series 2015 Bonds is hereby approved.
For the reasons stated in the recitals to this Resolution, the negotiated sale of the Series
2015 Bonds to the Underwriters is hereby authorized at a purchase price (not including original
issue premium or original issue discount) of not less than99oh of the aggregate principal amount
of the Series 2015 Bonds (the "Minimum Purchase Price") and at a true interest cost rate ("TIC")
not to exceed 6.50% (the "Maximum TIC"). The Executive Director, after consultation with the
Chief Financial Offlcer and the Financial Advisor, is hereby authorized to award the Series 2015
Bonds to the Underwriters at a purchase price of not less than the Minimum Purchase Price and
at a TIC not in excess of the Maximum TIC.
The Chairperson is hereby authorized to execute the Bond Purchase Agreement (the
"Bond Purchase Agreement") for the purchase of the Series 2015 Bonds by the Underwriters,
upon compliance by the Underwriters with any and all requirements of Florida Statutes, Section
218.385, in substantially the tbrm presented at this meeting, subject to such changes,
modifications, insertions and omissions and such fiilin-e-in of blanks therein as may be necessary
to evidence the terms of the Series 2015 Bonds or as may be approved by the Executive Director,
after consultation with the Chief Financial Officer and the General Counsel. The execution and
delivery of the Bond Purchase Agreement by the Chairyerson for and on behalf of the Agency
shall be conclusive evidence of the Agency's acceptance of the Underwriters proposal to
purchase the Series 2015 Bonds and approval of the Bond Purchase Agreement.
The Chairperson is hereby authorized to execute and deliver two Escrow Deposit
Agreements to provide for the defeasance, payment and, as applicable, redemption of the
Or.rtstanding Prior Bonds (collectively, the "Escro'uv Deposit Agreements"), each with U.S. Bank
National Association, 'uvhich is hereby appointed escro\,v agent thereunder (the "Escrow Agent"),
in substantially the forms presented at this meeting, subject to such changes, modifications,
insertions and omissions and such filling-in of blanks therein as may be determined and
approved by the Executive Director, after consultation with the Chief Financial Officer and the
General Counsel. To the extent provided in the E,scrow Deposit Agreements, the purchase of
Defeasance Obligations (as defined in the Prior Bond Resolution) trom the proceeds of the Series
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2015 Bonds and any other available moneys in order to provide fbr the clet'easance, payment and,
as applicable, redemption of the Outstanding Prior Bonds is hereby authorized and approved.
The execution and delivery of the E,scrow Deposit Agreements by the Chairperson fbr and on
behalf of the Agency shall be conclusive evidence of the Agency's approval of the redemption
prior to maturity of any Outstanding Prior Bonds, the Escrow Deposit Agreements and the
purchase of any such Defeasance Obligations.
In accordance with the provisions of the Prior Bond Resolution, there is created pursuant
to each of the Escrow Deposit Agreements a separate Escrow Deposit Trust Fund (as defined in
each of the Escrow Deposit Agreements) to be held by the Escror,v Agent. for the deposit of
proceeds of each such Series of Series 2015 Bonds and any other available moneys to be applied
as provided in each of the Escrow Deposit Agreements.
For the benefit of the holders and beneficial or,vners fiom time to time of the Series 2015
Bonds, the Agency agrees, in accordance with the Rule, to provide or calrse to be provided such
annual financial information and operating data, frnancial statements and notices, in such
manner, as may be required for purposes of paragraph (b)(5) of the Rule. In order to describe
and specify cefiain terms of the Agency's continuing disclosure agreement, the Executive
Director is hereby authorized and directed to enter into, execute and deliver, in the name and on
behalf of the Agency, a Disclosure Dissemination Agent Agreement (the "Continuing Disclosure
Agreement") with Digital Assurance Cerlification, L.L.C., i,vhich is hereby appointed as
disclosure dissemination agent with respect to the Series 2015 Bonds, in substantially the form
presented at this meeting, subject to such changes, modifications, insertions and omissions and
such filling-in of blanks therein as may be determined and approved by the Executive Director,
after consultation with the General Counsel. The execution and delivery of the Continuing
Disclosure Agreement by the Executive Director for and on behalf of the Agency shall be
conclusive evidence of the Agency's approval of the Continuing Disclosure Agreement.
Notwithstanding any other provisions of this Resolution, any failure by the Agency or the City to
comply with any provisions of the Continuing Disclosure Agreement shall not constitute a
default under this Resolution and the remedies therefor shall be solely as provided in the
Continuing Disclosure Agreement.
The Executive Director is further authorized and directed to establish, or cause to be
established, procedures in order to ensure compliance by the Agency with the Continuing
Disclosure Agreement, including the timely provision of information and notices. Prior to
making any filing in accordance with snch agreement, the Executive Director may consult with,
as appropriate, the General Counsel or the Agency's disclosure counsel. The Executive Director,
acting in the name and on behalf of the Agency, shall be entitled to rely upon any legal advice
provided by General Counsel of the Agency or the Agency's disclosure counsel in determining
whether a filing should be made.
SECTION 202. DESCRIPTION OF BONDS. Unless otherwise specified by the Agency
in subsequent proceedings, any Bonds issued pursuant to this Resolution shall be issued in fully
registered tbrm and, if the Registrar issues notice of the availability of exchanging registered
Bonds fbr coupon Bonds, in coupon fbrm. If the Registrar receives an opinion of counsel of
recognized standing in the t-reld of la'uv relating to municipal bonds to the effect that the issuance
of any of the Bonds in coupon form will not adversely affect the exclusion from gross income for
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f'ederal income tax plrrposes of the interest on any Tax-Exempt Bonds, the Registrar may, at the
r.vritten direction of the Agency, mail notice to the registered ovvners of the Bonds of the
availability o1'exchanging registered Bonds fbr cor.rpon Bonds. Registered Bonds may then be
exchanged for an equal aggregate principai amount of coupon Bonds of the same Series and
maturity of any authorized denomination and coupon Bonds may be exchanged for an equal
aggregate principal amoLrnt in the manner provided in this Resolution.
Unless otherwise specified by the Agency in subsequent proceedings, the Bonds of a
Series shall be dated as set forth in a Chairperson's Cerlificate as to the Series 2015 Bonds and
pursuant to subsequent resoh-rtion of the Agency as to the issuance of any other Series of Bonds;
shall be payable in any coin or currency of the United States of America that is legal tender at the
time of such payment; shall bear interest from their date at a fixed rate not exceeding the legal
rate per annrrm. with interest paid to the registered Holder thereof on each Interest Payment Date
by the Paying Agent at the address shor,vn on the registration books of the Agency (held by the
Registrar) at the close of business on the 15th day of the calendar month preceding an Interest
Payment Date or any other clate with respect to any Series of Bonds as may be determined
pursuant to subsequent resolution of the Agency (in each case a "Regular Record Date"); shall be
in denominations of $5,000 or any ir-rtegral multiples thereof as to the Series 2015 Bonds and as
determined pursuant to subsequent resolution of the Agency relating to the issuance of any other
Series of Bonds; and shail mature on such dates, in such years and in such amounts, as set forlh
in a Chairperson's Certificate as to the Series 2015 Bonds and as provided for pursuant to
subsequent resolution of the Agency relating to any other Series of Bonds. Notwithstanding
anything in this paragraph to the contrary, any interest not punctually paid on an Interest
Payment Date shall forthwith cease to be payable to the registered Holder on the Regular Record
Date and may be paid to the registered Holder as of the close of business on a special record date
for the payment of such defaulted interest to be fixed by the Paying Agent, notice of which shall
be given not less than 10 days prior to such special record date to the registered Holders.
The principal of and redemption premium, if any, on the Bonds shall be payable upon
presentation and stirrender at the designated office of the Paying Agent. Interest on the Bonds
shall be paid by check or drafi drawn upon the Paying Agent and mailed to the registered owners
of the Bonds on each Interest Payment Date: provided, however, that (i) if ownership of Bonds is
maintained in a book-entry only system by a securities depository, such payment may be made
by automatic funds transfer to the securities depository or its nominee or (ii) if such Bonds are
not maintained in a book-entry only system by a securities depository, upon written recluest of
the Holder of $ 1,000,000 or more in principal amount of Bonds, such payments may be made by
r,vire transfer to the bank and bank account specified in r.vriting by such Holder (such bank being
a bank lvithin the continental United States), if such Holder has advanced to the Paying Agent
the amount necessary to pay the cost of such r,vire transfer or authorized the Paying Agent to
deduct the cost of sr-rch wire transfer from the payment due to such Holder.
SECTION 203. REDEMPTION PROVISIONS. The Bonds of each Series, other than
the Series 2015 Bonds, may be subject to redemption prior to maturity at such times, at such
redemption prices and upon such terms in addition to the terms contained in this Resolution as
may be determined pursuant to subsequent resolutions of the Agency, which subsecluent
resolutions may contain dilferent redemption notice provisions than those contained in this
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Resohrtion. The reclemption provisions lor the Series 2015 Bonds shall be established in the
manner described in the second paragraph of Section 201 of this Resolution.
Notice of redemption for Bonds being redeemed shall be given by deposit in the U.S.
mails of a copy of a redemption notice, postage prepaid, at least thirty (30) and not more than
sixty (60) days before the redemption date to all registered owners of the Bonds or portions of
the Bonds to be redeemed at their addresses as they appear on the registration books to be
maintained in accordance with the provisions hereof'. Failure to mail any such notice to a
registered owner of a Bond, or any defect therein, shall not affect the validity of the proceedings
fbr redemption of any Bond or portion thereof with respect to which no failure or defect
occurred. Such notice shall set forth the date fixed fbr redemption, the rate of interest borne by
each Bond being redeemed, the date of publication, if any, ol a notice of redemption, the name
and address of tl-re Registrar and Paying Agent, the redemption price to be paid and, if less than
all of the Bonds then outstanding shall be called for redemption, the distinctive numbers and
letters, inclr.rding CUSIP numbers, if any, of such Bonds to be redeemed and, in the case of
Bonds to be redeemed in part only, the portion of the principal arnount thereof to be redeemed.
If any Bond is to be redeemed in pafi only, the notice of redemption which relates to such Bond
shall also state tl-rat on or atter the redemption date, upon slrrrender of such Bond, a new Bond or
Bonds in a principal amount equal to the unredeemed portion of such Bond will be issued. Any
notice mailed as provided in this Section shall be conclusively presumed to have been duly
given, whether or not the owner of such Bond receives such notice.
In the case of an optional redemption of Bonds, the redemption notice may state that (a) it
is conditioned upon the deposit of moneys with the Paying Agent or with a bank, trust company
or other appropriate fidr.rciary institution acting as escrow agent (the "escrow agent"), in amounts
necessary to effect the redemption, no later than the redemption date, or (b) the Agency retains
the right to rescind such notice on or prior to the schedr-rled redemption date (in either case, a
"Conditional Redemption"), and such notice and optional redemption shall be of no effect if such
moneys are not so deposited or if the notice is rescinded as described in this Section. Any such
notice of Conditional Redemption shall be captioned "Conditional Notice of Redemption." Any
Conditional Redemption may be rescinded at any time prior to the redemption date if the Agency
delivers a written direction to the Registrar directing the Registrar to rescind the redemption
notice. The Registrar shall give prompt notice of such rescission to the affected Bondholders.
Any Bonds subject to Conditional Redemption where redemption has been rescinded shall
remain Outstanding, and neither the rescission nor the failure by the Agency to make such
moneys available shall constitute a default under this Resolution.
Notice having been given in the manner and under the conditions described in this
Section, and'uvith respect to a Conditional Redemption, the Conditional Redemption not having
been rescinded, the Bonds or portions of Bonds so called for redemption shall, on the redemption
date designated in such notice, become and be due and payable at the redemption price provided
lor redemption for such Bonds or portions of Bonds on such date. On the date so designated for
redemption, moneys for payment of the redemption price being held in separate accounts by the
Paying Agent in trust for the registered owners of the Bonds or portions thereof to be redeemed,
all as provided in this Resolution, interest on the Bonds or portions of Bonds so called for
redemption shall cease to accrue, such Bonds and portions of Bonds shall cease to be entitled to
any lien, benefit or security under this Resolution and shall be deemed paid hereunder, and the
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registered o\,vners of such Bonds or portions of Bonds shall have no right in respect thereof
except to receive payment of the redemption price thereof and to receive Bonds for any
unredeemed portions of the Bonds.
SECTION 204. EXECUTION OF BONDS. The Bonds shall be executed in the name of
the Agency by the Chairperson, and the seal of the Agency or a facsimile thereof shall be affixed
thereto or imprinted or reproduced thereon and attested by the Secretary, either manually or with
their facsimile signatures. In case any one or more of the officers who shall have signed or
sealed any of the Bonds shall cease to be such officer before the Bonds so signed and sealed shall
have been actually sold and delivered, sr-rch Bonds may nevertheless be sold and delivered as
herein provided and may be issued as if the person who signed and sealed such Bonds had not
ceased to hold sr-rch off-rce. Any Bond may be signed and sealed on behalf of the Agency by such
person as at the actual time of the execution of such Bond shall hold the proper office, although
at the date of such Bonds such person may' not have held such office or may not have been so
authorized.
The Bonds of each Series shall bear thereon a certificate of authentication, in the form set
forth in Exhibit B hereto, executed manually by the Registrar. Only such Bonds as shall bear
thereon such certif-rcate of authentication shall be entitled to any right or benefit under this
Resolution and no Bond shall be valid or obligatory for any pllrpose until such certificate of
authentication shall have been duly executed by the Registrar. Such certificate of the Registrar
upon any Bond executed on behalf of the Agency shali be conclusive evidence that the Bond so
authenticated has been duly authenticated and delivered under this Resolution and that the
Holder thereof is entitled to the benefits of this Resolution. If the Bonds of a Series have been
validated, the validation certificate on each of the Bonds of such Series shall be signed with the
manual or facsimile signatures of the present or any future Chairperson, and the Agency may
adopt and use for that pLlryose the manual or facsimile signature of any person who shall have
been such Chairperson at any time on or after the date of the Bonds, notwithstanding that he may
have ceased to be such Chairperson at the time when said Bonds shall be actually delivered.
SECTION 205, NEGOTIABILITY, REGISTRATION AND CANCELLATION. At thc
option of the registered Holder thereof and upon surrender thereof at the designated corporate
trust oft-rce of the Registrarwith awritten instrument of transler satisfactory to the Registrar duly
executed by the Holder or his duly authorized attorney and Lrpon payment by such Holder of any
charges r.vhich the Registrar or the Agency may make as provided in this Section, the Bonds may
be exchanged fbr Bonds of the same aggregate principal amount of the same Series and maturity
of any other authorized denominations.
The Registrar shall keep books for the registration of Bonds and for the registration of
transfers of Bonds. The Bonds shall be transferable by the Holder thereof in person or by his
attorney duly authorized in r.vriting only upon the books of the Agency kept by the Registrar and
only upon surrender thereof together with a written instrument of transfer satisfactory to the
Registrar duly executed by the Holder or his duly authorized attorney. Upon the transfer of any
such Bond, the Agency shall cause to be issued in the name of the transferee a new Bond or
Bonds.
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The Agency, the Paying Agent and the Registrar may deem and treat the person in r,vhose
name any Bond shall be registered Lrpon the books kept by the Registrar as the absolute Holder
of such Bond, whether such Bond shall be overdue or not, for the pLlrpose of receiving payment
ot, or on account ol the principal of, premium, if any, and interest on such Bond as the same
becomes due and fbr all other purposes. All such payments so made to any such Holder or upon
his order shall be valid and effectual to satisfy and discharge the liability npon such Bond to the
extent of the sum or sllms so paid, and neither the Agency, the Paying Agent nor the Registrar
shall be aff'ected by any notice to the contrary.
In all cases in w'hich the privilege of exchanging Bonds or transferring Bonds is
exercised, tl-re Agency shall execute and the Registrar shall authenticate and deliver Bor-rds in
accordance r,vith the provisions of this Resolurtion. All Bonds surrendered in any such exchanges
or transfers shall forthwith be delivered to the Registrar and cancelled by the Registrar in the
manner provided in this Section. There shall be no charge for any such exchange or transfer of
Bonds, br-rt the Agency or the Registrar may require the payment of a slrm sufficient to pay any
tax, fee or other governmental charge required to be paid r,vith respect to such exchange or
transf'er. Neither the Agency nor the Registrar shall be required (a) to transfer or exchange
Bonds of any Series for a period of 15 days next preceding any selection of Bonds of such Series
to be redeemed or thereafter urntil after the mailing of any notice of redemption; or (b) to transfer
or exchange any Bonds of any Series called for redemption.
All Bonds paid or redeemed, either at or before maturity shall be delivered to the Paying
Agent when such payment or redemption is made, and such Bonds, together with all Bonds
purchased by the Agency, shall thereupon be promptly cancelled. Bonds so cancelled may at
any time be destroyed by the Paying Agent, r.vho shall execute a certification of destruction in
duplicate by the signature of one of its authorized offlcers describing the Bonds so destroyed,
and one executed certif-rcate shall be filed with the Agency and the other executed certificate
shall be retained by the Paying Agent.
SECTION 206. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case
any Bond shall become mutilated, destroyed, stolen or lost, the Agency may execute and the
Registrar shall authenticate and deliver a ne\,v Bond of like Series, date, maturity, denomination
and interest rate as the Bond so mutilated, destroyed, stolen or lost; provided that, in the case of
any mutilated Bond, such mutilated Bond shall first be surrendered to the Agency and, in the
case of any lost, stolen or destroyed Bond, there shall first be furnished to the Agency and the
Registrar el,idence of such loss, theft. or destruction satisfactory to the Agency and the Registrar,
together r,vith indemnity satisfactory to them. In the event any such Bond shall be about to
mature or have matured or have been called for redemption, instead of issuing a duplicate Bond,
the Agency may direct the Paying Agent to pay the same without surrender thereof. The Agency
and Registrar may charge the Holder of such Bonds their reasonable fees and expenses in
connection r,vith this transaction. Any Bond surrendered for replacement shall be cancelled in
the same manner as provided in Section 205 hereof.
Any such duplicate Bonds issued pursuant to this Section shall constitute additional
contractnal obligations on the part of the Agency, whether or not the lost. stolen or destroyed
Bonds be at an-v time found by anyone, and such duplicate Bonds shall be entitled to equal and
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proportionate benef-rts and rights as to lien on and source and security for payment from the
Pledged Funds, with ali other Bonds issued hereunder.
SECTION 207. PREPARATION OF DEFINITIVE BONDS; TEMPORARY BONDS.
Unless otherwise specified by the Agency in subsequent proceedings, the definitive Bonds of
each Series shall be lithographed, printed or typewritten. Until the definitive Bonds are
prepared, the Chairperson and Executive Director may execute and the Registrar may
authenticate, in the same manner as is provided in Section 204 hereof, and deliver, in lieu of
definitive Bonds, br"rt subject to the same provisions, limitations and conditions as the definitive
Bonds, one or more printed, lithographed or typer,vritten temporary fr"rlly registered Bonds,
sr,rbstantially of the tenor of the definitive Bonds in lieu of r,vhich such temporary Bond or Bonds
are issued, in ar.rthorized denominations or any whole mr.rltiples thereof, and with such omissions,
inserlions and variations as may be appropriate to such temporary Bonds. The Agency at its own
expense shall prepare, execnte and, upon the sunender at the designated corporate trust office of
the Registrar of such temporary Bonds for which no payment or only partial payment has been
provided, the Registrar shall authenticate and, without charge to the Holder thereof, deliver in
exchange therefor, at the designated corporate trust office of the Registrar, dehnitive Bonds of
the same aggregate principal amount, Series and maturity as the temporary Bonds surrendered.
Until so exchanged, the temporary Bonds shall in all respects be entitled to the same benefits and
security as definitive Bonds issued pursuant to this Resolution.
SECTION 208. FORM OF BONDS. The text of the Bonds shall be of the tenor set forth
in Exhibit B to this Resolr,rtion, with such omissions, insertions and variations as may be
necessary and desirable and authorized or permitted by this Resolution or a Chairperson's
Certiticate.
SECTION 209. BOOK-ENTRY ONLY SYSTEM FOR THE BONDS;
QUALIFICATION FOR THE DEPOSITORY TRUST COMPANY. The Series 2015 Bonds
shall be issued, and any future Series of Bonds may be issued, as uncertificated securities
throtrgh the book-entry only system maintained by The Depository Trust Company, New York,
New York ("DTC") or, lvith respect to any Series of Bonds other than the Series 2015 Bonds,
such other securities depository as may be selected by the Agency. The Agency, the Registrar
and the Paying Agent are hereby authorized to take such actions as may be necessary to qualify
the Bonds fbr deposit with DTC, including but not limited to those actions as may be set forth in
a letter of representations with DTC, the execution and delivery of which with respect to the
Series 2015 Bonds by the Chairperson or Executive Director of the Agency is hereby authorized.
IEND OF ARTICLE II]
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ARTICLE III
COVENANTS, FUNDS AND APPLICATION THEREOF
SECTION 301. BONDS NOT TO BE INDEBTEDNESS OF THE AGENCY OR THE
CITY. The Bonds shall not be and shall not constitute an indebtedness of the Agency, the City,
the County, the State or any political subdivision thereof, within the meaning of any
constitutional, statutory or charter provisions or limitations, or a pledge of the faith and credit of
the Agency. the City, the Cor-rnty. the State or any political subdivision thereof, but shall be
payable solely, as provided in this Resolr-rtion, fiom the Pledged Funds. No Holder or Holders of
any Bonds issued hereunder shall ever have the right to compel the exercise of the ad valorem
taxing po\,ver of the City, the Cor-rnty. the State or any political subdivision thereof or taxation in
any form of any real or personal property therein, or the application of any funds of the Agency
or the City, the County, the State or any political subdivision thereof to pay the Bonds or the
interest thereon or the making of any sinking fund or reserve payments provided fbr herein other
than the Pledged Funds as provided in this Resolution.
SECTION 302. BONDS SECURED BY PLEDGE OF PLEDGED FUNDS. The
payment of the principal of, interest and premium, if any, on all of the Bonds issued hereunder
and any additional parity Bonds hereafter issued, as provided herein, shall be secured forthwith
equally and ratably by a first lien on and pledge of the Pledged Funds. The Pledged Funds in an
amount sufficient to pay the principal of and interest on the Bonds herein authorized and to make
the payments into the Sinking Fund (hereinafter created and established) and all other payments
provided for in this Resolution, as well as moneys held in the funds and accounts created under
this Resolution (other than the Rebate Fund), are hereby irrevocably pledged to the payment of
the principal of and interest on the Bonds authorized herein, and other payments provided for
herein, as the same become due and payable.
The Bonds and the obligation evidenced thereby shall not constitute a lien Ltpon any
property owned by or situated within the corporate territory of the Agency or the City, but shall
constitute a lien only on the Pledged Funds all in the manner provided in this Resolution.
SECTION 303. APPLICATION OF BOND PROCEEDS; CONSTRUCTION FUND.
(a) All moneys received by the Agency from the sale of the Series 2015 Bonds shall
be disbr.rrsed as provided in a cerlificate of the Executive Director executed on the date of
delivery of the Series 2015 Bonds,
(b) All moneys received by the Agency from the sale of any Series of Bonds, other
than the Series 2015 Bonds. shall be disbursed in accordance with the provisions of a subsequent
resolution of the Agency relating to such Series of Bonds.
(c) There is hereby created and established a special fund designated the "Miami
Beach Redevelopment Agency Construction Fund (City Center/Historic Convention Village)"
(hereinafter referred to as the "Construction Fund") to be held and administered by the Agency.
There shall be created separate accounts within the Construction Fund for the deposit of proceeds
of eacl, Series of Bonds and other available moneys to firnd Redevelopment Projects being
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Iunded from proceecls of such Series of Bonds and other available moneys. Proceeds and other
moneys on deposit in the Construction Fund shall be disbursed by the Agency to pay costs of the
Redevelopment Project lor ',vhich the applicable Series of Bonds was issued. If for any reason
the moneys in the Construction Fund, or any part thereof including any investment earnings on
deposit therein, are not necessary for, or are not applied to the purposes provided for the
applicable Series of Bonds, then such unapplied proceeds, upon certification of a duly ar-rthorized
official of the Agency that such surplus proceeds are not needed for such purposes, shall be
applied to the redemption or purchase or payment of principal of Outstanding Bonds.
Moneys on deposit in the Construction Fund may be invested and reinvested by the
Agency to the fullest extent practicable in Permitted Investments maturing not later than such
date or dates on which such moneys shall be needed fbr the pLnposes of the Construction Fund.
fhe earnings and investment income derived from the moneys and investments on deposit in the
Construction Fund shall be deposited and maintained in the applicable account within the
Construction Fund and used for the pllrposes thereof-.
(d) Thc proceeds of the sale of the Bonds shall be and constitute trust funds for the
purposes hereinabove provided and there is hereby created a lien upon such moneys, until so
applied, in favor of the Holders of said Bonds.
SECTION 304. COVENANTS OF THE AGENCY. The Agency hereby covenants and
agrees with the Holders of any and all of the Bonds issuedpursuant to this Resolution as follows:
A. TAX COVENANTS.
(1) The Agency will not take any action or omit to take any action, which
action or omission r,vould result in interest on the Tax-Exempt Bonds being includable in
gross income of the holders thereof for t'ederal income tax purposes under the Code.
Particularly, the Agency will not take any action or omit to take any action which would
have caused any of the Tax-Exempt Bonds to be "arbitrage bonds" within the meaning of
Section 148 of the Code.
(2) The Agency shall comply'"vith the arbitrage rebate covenants as provided
in Section 304(E) hereof,
B. REDEVELOPMENT PLAN. The Agency r,vill carry out the purposes of the
Redevelopment Plan r,vithin the Redevelopment Area all in accordance with the Act and r,vill take
all such actions as are reqr-rired to carry out the full intent of the Redevelopment Plan.
C. TRUST FLTND. As soon as the same are received by the Agency, all of the Trust
Fund Revenues shall be forthr.vith deposited into the Trust Fund. The Trust Fund shall constitute
a trust tund lor the purposes provided in this Resolution, shall be held by the Agency and shall
be maintained separate and distinct from all other funds of the Agency and used only for the
purposes and in the manner provided in this Resolttion and the Act.
D. DISPOSITION OF TRUST FLND REVENUES. There is hereby created and
established a special flind designated the ''Miami Beach Redevelopment Agency Sinking Fund
(City Center/Historic Convention Village)" (hereinafter referred to as the "Sinking Fund").
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There are also hereby created four (4) separate accoLlnts in the Sinking Fund to be known as the
"lnterest AccoLrnt", the "Principal Account," the "Bond Redemption Account" and the "Debt
Service Reserve Account". The Sinking Fund and the accounts therein shall be held and
administered by the Agency.
In each Fiscal Year, all Trust Fund Revenues deposited in the Trust Fund during such
Fiscal Year shall be disposed of by the Agency only in the following manner:
(1) Trust Fund Revenues shall first be used, to the full extent required, for
deposit into the Interest Account in the Sinking Fund, immediately upon receipt of such
Trust Fund Revenues, of such slrms as shall be suff-rcient to pay the interest becoming due
on the Bonds during the current calendar year (or if such Trust Fund Revenues are
deposited in the Trust Fund during the first quarter of such Fiscal Year, to pay the interest
becoming due on the Bonds thror-rgh the end of the next succeeding calendar year);
provided, however, that such deposit fbr interest shall not be required to be made into the
Interest Account to the extent that money on deposit therein is sufficient for such
purpose.
The Agency shall, on the business day prior to each Interest Payment Date,
transfer to the Paying Agent moneys in an amount equal to the interest due on such
Interest Payment Date or shall advise the Paying Agent of the amount of any deficiency
in the amount on deposit in the Interest Account so that the Paying Agent may give
appropriate notice required to provide for the payment of such deficiency from any
Reserve Account Insurance Policy or Reserve Account Letter of Credit on deposit in the
Debt Service Reserve Account.
(2) (a) Trust Fund Revenues shall next be used, to the full extent required.
for deposit into the Principal Account in the Sinking Fund, immediately upon receipt of
such Trust Fund Revenues, of such sums as shall be sufficient to pay the principal
amount of Serial Bonds r,vhich will mature during the current calendar year (or if such
Trust Fund Revenues are deposited in the Trust Fund during the first cluafter of such
Fiscal Year, to pay the principai amount of Serial Bonds which will matr"rre through the
end of the next sr-rcceeding calendar year); provided, however, that such deposit for
principal shall not be required to be made into the Principal Account to the extent that
money on deposit therein is sufficient for sr.tch pLlrpose.
The Agency shall, on the business day prior to each principal payment date,
transf'er to the Paying Agent moneys in an amount equal to the principal due on such
principal payment date or shall advise the Paying Agent of the amount of any deficiency
in the amount on deposit in the Principal Account so that the Paying Agent may give
appropriate notice required to provide fbr the payment of such deficiency from any
Reserve Account Insurance Policy or Reserve Account Letter of Credit on deposit in the
Debt Service Reserve Account.
(b) Trust Fund Revenues shall next be used, to the full extent required,
for deposit into the Bond Redemption Account in the Sinking Fund, immediately upon
receipt of such Trust Fund Revenues, of such Amortization Requirements as may be
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reqllired fbr the payment of the Term Bonds payable from the Bond Redemption Account
during tire current calendar year (or if such Trr.rst Fund Revenues are deposited in the
Trust Fund dr-rring the first quarter of such Fiscal Year, for the payment of the Term
Bonds payable from the Bond Redemption Account through the end of the next
succeeding calendar year).
The moneys in the Bond Redemption Accotmt shall be used solely for the
purchase or redemption of the Term Bonds payable therefrom. The Agency may at any
time purchase any of said Term Bonds at prices not greater than the then redemption
price of said Term Bonds. If the Term Bonds are not then redeemable, the Agency may
purchase said Term Bonds at prices not greater than the redemption price of such Term
Bonds on the next ensuing redemption date. The Agency shall be mandatorily obligated
to use any moneys in the Bond Redemption Account for the redemption prior to maturity
of such Terrn Bonds at such times as the same are subject to mandatory redemption. If,
by the application of moneys in the Bond Redemptior-r Account, however, the Agency
shall purchase or call for redemption in any year Term Bonds in excess of the
Amortization Requirements for such year, such excess of Term Bonds so purchased or
redeemed shall be credited in such manner and at such times as the Executive Director
shall determine over the remaining payment dates.
(3) Trust Fund Revenues shall next be used, to the full extent required, for
deposit into the Debt Service Reserve Account, immediately Lrpon receipt of such Trust
Fund Revenues, of the diff-erence between the amount on deposit in the Debt Service
Reserve Account (including any Reserve Account Insurance Policy or Reserve Account
Letter of Credit) and the Reserve Account Requirement for the Bonds Outstanding, and,
provided further, that no payments shall be required to be made into the Debt Service
Reserve Account w'henever and as long as the amount deposited therein (including any
Reserve Account Insurance Policy or Reserve Account Letter of Credit) shall be equal to
the Reserve Account Requirement fbr the Bonds Outstanding.
Moneys in the Debt Service Reserve Account shall be used only for the purpose
of making payments of principal of and interest on the Bonds when the moneys in the
Fr-rnds and Accounts held pursuant to this Resolution and available for such pr-rrpose are
insufhcient therefor.
Any moneys in the Debt Service Reserve Account in excess of the Reserve
Account Requirement for the Bonds Outstanding may, in the discretion of the Agency. be
transferred to and deposited in the Interest Account, the Principal Account or the Bond
Redemption Account as the Agency at its option may determine.
Notw'ithstanding the tbregoing provisions, in lieu of or in substitute fbr the
required deposits (including existing deposits therein) into the Debt Service Reserve
Account, the Agency may cause to be deposited into the Debt Service Reserve Account a
Reserve Account Insurance Policy or a Reserve Account Letter of Credit fbr the benefit
of the Holders of the Bonds Outstanding, which Reserve Account Insurance Policy or
Reserve Account Letter of Credit shall be payable or available to be drawn upon, as the
case may be (upon the giving of notice as required thereunder). on any Interest Payment
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Date on r,vhich a deficiency exists which cannot be cured by moneys in any other Fund or
Account held pursuant to this Resolr.rtion and available for such purpose. If any such
Reserve Account Insurance Policy or Reserve Account Letter of Credit is substituted for
moneys on deposit in the Debt Service Reserve Account, the excess moneys in the Debt
Service Reserve Account shall be transferred to and deposited in the Interest Account, the
Principal Account or the Bond Redemption Acconnt as the Agency at its option may
determine. If a disbursement is made under the Reserve Account Insurance Policy or the
Reserve Account Letter of Credit, the Agency shall be obligated to either reinstate the
maximum limits of such Reserve Account Insurance Policy or Reserve Account Letter of
Credit following such disbursement or to deposit into the Debt Service Reserve Account
tiom the Trust Fund Revenues, as herein provicled, funds in the amount of the
disbursements made under such Reserve Account Insurance Policy or Reserve Account
Letter of Credit, or a combination of such alternatives as shall equal the Reserve Account
Requirement for the Bonds Outstanding.
In the event tl-rat upon the occurrence of any deficiency in the Interest Account,
the Principal Acconnt or the Bond Redemption Account, the Debt Service Reserve
Account is then funded with one or more Reserve Account Insurance Policies and/or
Reserve Account Letters of Credit, the Agency or the Paying Agent, as applicable, shall,
on an interest or principal payment date or mandatory redemption date to which such
deficiency relates, draw upon or caLlse to be paid under such facilities, on a pro-rata basis
thereunder, an amount sufficient to remedy such deficiency, in accordance with the terms
and provisions of such facilities and any corresponding reimbursement or other
agreement governing such facilities; provided however, that if at the time of such
deficiency the Debt Service Reserve Account is only partially funded with one or more
Reserve Account Insurance Policies and/or Reserve Account Letters of Credit, prior to
drawing on such facilities or causing payrnents to be made thereunder, the Agency shall
first apply any cash and securities on deposit in the Debt Service Reserve Account to
remedy the deficiency and, if after such application a deficiency still exists, the Agency
or the Paying Agent, as applicable, shall make up the balance of the deficiency by
drawing on such facilities or causing payments to be made thereunder, as provided in this
paragraph. Amounts drawn or paid under a Reserve Account Insurance Policy or
Reserve Account Letter of Credit shall be applied as set forth in the second paragraph of
this Section 304(D)(3). Any amounts drawn or paid under a Reserve Account Insurance
Policy or Reserve Account Letter of Credit shall be reimbursed to the issuer thereof in
accordance ',vith the terms and provisions of the reimbursement or other agreement
governing such tacility.
The Debt Service Reserve Account shall be valued on the first day in each Fiscal
Year and the value of securities on deposit therein shall be the lower of par, or if
purchased at other than par, amortized value. Amortized value, r,vhen used with respect
to securities purchased at a premium above or a discount below par, shall mean the value
at any given date obtained by dividing the total premium or discount at r,vhich such
securities r.vere purchased by the number of interest payment dates remaining to maturity
on such securities after such purchase and by multiplying the amount so calculated by the
number of interest payment dates having passed since the date of purchase; and (i) in the
case of securities purchased at a premium, by dedr"rcting the product thus obtained from
003-4430-4561i4/AMERICAS
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the purchase price, and (ii) in the case of securities purchased at a discot-tnt, by adding the
product thus obtained to the purchase price.
(4) Trust Fund Revenues shall next be used for the payment of any
subordinated obligations hereafter issued by the Agency in accordance with Section
304(G) of this Resolution, which subordinate obligations shall have such lien on the Trust
Fund Revenues as the Agency shall determine in the proceedings authorizing the issuance
of such subordinated obligations.
(5) Thereafter, the balance of any Trust Fund Revenues remaining in said
Trust Fr"rnd shall, sr.rbject to Section 304(,4.), be used by the Agency fbr any lawful
purposes, including payment of any f'ees and expenses of the Fiduciaries; provided,
however, that none of such Trust Fund Revennes shall ever be r"rsed for the purposes
provided in this paragraph (5) unless all payments required in paragraphs (1) tkough (4)
above, including any deficiencies for prior payments and any amollnts due to the issuer of
any Reserve Account Insurance Policy or Reserve Account Letter of Credit. have been
made in fi.rll to the date of such use.
Notwithstanding any.thing in Section 304(DXl) and (2) to the contrary, failure to make
the scheduled payments specitied therein shall not constitute a breach of the Agency's
obligations under this Resolution so long as, on the date that any interest or principal payment is
due on the Bonds, monies sufficient to make such payment are on deposit in the Interest
Account, Principal Account or the Bond Redemption Account, as the case may be.
Notwithstanding the fbregoing or any other provision herein to the contrary, if any
amount applied to the payment of principal of and premium, if any, and interest on the Bonds
that i,vould have been paid [r'om an account in the Sinking Fund, is paid instead under a Credit
Facility, amounts deposited in such relevant account may be paid, to the extent required, to the
issuer of the Credit Facility having theretofore made said corresponding payment.
E. REBATE FL[\D. There is hereby created and established the "Miami Beach
Redevelopment Agency Rebate Fund (City Center/Historic Convention Village)" which fund
shall be maintained by the Agency separate and aparl fiom all other funds and accounts of the
Agency. Notwithstanding anlthing in this Resolution to the contrary, the Agency shall transfer
or caLlse to be transferred from Pledged Funds to the Rebate Fund the amounts required to be
transt-erred in order to comply with the arbitrage rebate covenants contained in a tax compliance
certificate to be executed and delivered by the Agency in connection with the issuance of each
Series of Tax-Exempt Bonds. 'I'he Agency shall make payments from the Rebate Fund of
amounts required to be deposited therein to the United States of America in the amounts and at
the times required by such arbitrage rebate covenants. The Agency covenants for the benefit of
the Bondholders that it r,vill comply with the requirements of the arbitrage rebate covenants.
There shall be excluded from the pledge and lien of this Resolution the Rebate Fund, together
r.vith all moneys and securities from time to time held therein and all investment earnings derived
therefrom. The Agency shall not be required to comply with the requirements of this Section
304(E) in the event that the Agency obtains an opinion of nationally recognized bond counsel
that (i) such compliance is not required in order to maintain the exclusion from gross income for
t'ederal income tax purposes of interest on Tax-Exempt Bonds and/or (ii) compliance r.vith some
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other requirement is necessary to maintain the exclusion from gross income lor federal income
tax purposes of interest on Tax-Exempt Bonds.
F. INVESTMENT OF FLTNDS. The Trust Fund, the Sinking Fund, including the
Interest Account, Principal Account, Bond Redemption Account and Debt Service Reserve
Account, and ail other special funds (other than the Rebate Fund) created and established by, or
pursuant to, this Resolution shall constitute trust funds in favor of the Bondholders and shall be
invested at the direction of the Agency as provided in this Section 304(F).
Moneys on deposit in the Trust Fr-rnd, Interest Account, Principal Account and Bond
Redemption Accolu-rt may' be invested at the direction of the Agency in Permitted Investments
maturing not later than the dates on which such moneys r,vill be needed for the pllrposes of such
firnd or account.
Moneys on deposit in the Debt Service Reserve Account may be invested at the direction
of the Agency in Permitted Investments maturing not later than the final maturity of any of the
Bonds.
All income and earnings received from the investment and reinvestment of moneys in the
Interest Account, the Principal Account and the Bond Redemption Account in the Sinking Fund
shall be retained in the respective accollnts and applied as a credit against the obligation of the
Agency to transfer moneys to such accollnts pursuant to Section 304(DXl) and Section
304(DX2Xa) and Section 304(DX2Xb) of this Resolution, respectively.
All income and earnings received from the investment and reinvestment of moneys in the
Debt Service Reserve Account in the Sinking Fund shall be retained in the Debt Service Reserve
Account and applied as a credit against the obligation of the Agency and the City to transfer
moneys to such accolrnt, unless the amount in such accolrnt shall exceed the Reserve Account
Requirement. in i,vhich event such excess may be applied in the manner set forth for excess
amounts in the Debt Service Reserve Account, as described in Section 30a@)(3).
For the pllrpose of investing or reinvesting, the Agency may commingle moneys in the
funds and accounts created and established hereunder (other than the Rebate Fund) in order to
achieve greater investment income; provided that the Agency shall separately account lor the
amounts so commingled. The amounts required to be accounted fbr in each of the funds and
accounts designated herein (other than the Rebate Fund) may be deposited in a single bank
account provided that adeqr-rate accounting procedures are maintained to reflect and control the
restricted allocations of the amounts on deposit therein for the various purposes of such fr.rnds
and accounts as herein provided.
G. ISSUANCE OF OTFIER OBLIGATIONS PAYABLE OUT OF PLEDGED
FLINDS. Except upon the conditions and in the manner provided herein, the Agency '"vill not
issue any other obligations payable from the Pledged Funds, nor voluntarily create or cause to be
created any debt, lien, pledge, assignment, encumbrance or any other charge having priority to or
being on a parity with the lien of the Bonds issued pursuant to this Resolution and the interest
thereon, upon any of the Pledged Funds; provided that the Agency may enter into agreements
r,vith issuers of Credit Facilities which involve liens on Pledged Funds on a parity with that of the
001 44 l0-456 r/4/AMERtCAS
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Series of Bonds or portiorr thereof which is supporled by such Credit Facilities solely with
respect to any reimbursement obligations due such issuers which evidence amoLrnts equai to the
scheduled stated principal (including, without limitation, Amortization Requirements) and
interest due on the Series of Bonds or portion thereof r,vhich is supported by such Credit
Facilities. Any other obligations, in addition to the Bonds authorized by this Resolution or
additional parity Bonds issued under the terms, restrictions and conditions contained in this
Resolution and obligations to issuers of Credit Facilities as described above, shall provide that
sr.rch obligations are junior, inferior and subordinate in all respects to the Bonds issued pursuant
to this Resolution as to lien on and sollrce and security for payment from the Pledged Funds and
in all other respects. Nothing in this Resolution shall be deemed to prohibit the Agency from
entering into cLlrrency swaps or other arrangements fbr hedging interest rates on any
indebtedness.
H. ISSUANCE OF ADDITIONAL PARITY BONDS. No additional parity Bonds,
as in this subsection defined, payable on a parity r,vith Bonds issued pursuant to this Resolution
out of Pledged Funds, including, without limitation, Trust Fund Revenues, shall be issued after
the issuance of any Bonds pursuant to this Resolution unless the follor,ving, among other
conditions, are complied with:
(1) The Agency must be current in all deposits into the various funds and
accorints and all payments theretofore required to have been deposited or made by it
under the provisions of this Resolution and the Agency must be currently in compliance
with the covenants and provisions of this Resolution and any supplemental resolution
hereafter adopted for the issuance of additional parity Bonds; unless upon the issuance of
such additional parity Bonds the Agency r,vill be in compliance with all such covenants
and provisions.
(2) The aggregate of the Trust Fund Revenues (not including any porlion
thereof which may be attributable to investment earnings) received by the Agency during
the immediately preceding Fiscal Year were at least equal to one hundred fifty percent
(150%) of the Maximum Annual Debt Service on (1) the Bonds originally issued
plrrsllant to this Resolution and then Outstanding, (2) any additional parity Bonds
theretofbre issued and then Outstanding, and (3) the additional parity Bonds then
proposed to be issued.
(3) The Agency need not comply with subparagraph (2) of this paragraph in
the issuance of additional parity Bonds if and to the extent the Bonds to be issued are
refunding Bonds, that is, delivered in lieu of or in substitution for Bonds originally issued
under this Resolution or previously issued additional parity Bonds, if the Agency shall
callse to be delil'ered a cerlit-rcate of the Executive Director of the Agency setting forth (i)
the Maximum Annual Debt Service (A) r.vith respect to the Bonds of all Series
Outstanding immediately prior to the date of authentication and delivery of such
refunding Bonds. and (B) with respect to the Bonds of all Series to be Outstanding
immediately thereafter, and (ii) that the Maximum Annual Debt Service set fbrth
pLlrsLlant to (B) above is no greater than that set fbrth pursuant to (A) above.
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Simr"rltaneously with the delivery of any Bonds issued pursuant to subparagraphs (2) and
(3) above for the plrlpose of retundin-q any Bonds issued under this Resolution, the Agency may
withdraw from the Sinking Fund amounts theretofore deposited which are allocable to the Bonds
being refunded and shall transfer said amounts in accordance with the resolution providing tbr
the issuance of the retunding Bonds, provided that after sr-rch withdrar.val the Agency shall be in
compliance with the provisions of this Resolution.
The term "additional parity Bonds" as used in this Resolr.rtion shall be deemed to mean
additional obligations evidenced by Bonds issued upon the provisions and within the limitations
of this sr"rbsection to flnance Redevelopment Projects payable from the Pledged Funds on a parity
with Bonds originally authorized and issued purslrant to this Resolution. Such Bonds shall be
deerned to have been issued pursuant to this Resolution the same as the Bonds originally
ar-rthorized and issued pllrsLrant to this Resolution and all of the covenants and other provisions of
this Resoh-rtion (except as to details of sr.rch Bonds evidencing such additional parity obligations
inconsistent therer,vith) shall be tbr the equal beneflt, protection and security of the Holders of
any Bonds originally authorized and issued pursuant to this Resolution and the Holders of any
Bonds evidencing additional obligations subsequently issued within the limitations of and in
compliance with this subsection. All of such Bonds, regardless of the time or times of their
issuance shall rank equally with respect to their lien on the Pledged Funds and their sources and
security for payment therefiom r,vithout preference of any Bonds over any other.
The term "additional parity Bonds" as used in this Resolution shall not be deemed to
include bonds, notes, certificates or other obligations subsequently issued in accordance with this
Resolution, the lien of which on the Pledged Funds is subject to the prior and superior lien on the
Pledged Fr-rnds of Bonds and the Agency shall not issue any obligations lvhatsoever payable from
the Pledged Funds. which rank equally as to lien and solrrce and security for their payment from
such Pledged Funds with Bonds except in the manner and under the conditions provided in
subsection (G) above and this subsection.
I. BOOKS AND RECORDS. The Agency will keep separately identifiable
accor,rnting records for the receipt of the Trust Fund Revenues by the use of a fund established in
accordance ,uvith generally accepted accounting principles, and any Holder of a Bond or Bonds
issued pursuant to this Resolution, shall have the right at all reasonable times to inspect all
records, accounts and data of the Agency relating thereto.
The Agency shall promptly after the close of each Fiscal Year callse the books, records
and accounts relating to the Trust Fund Revenues for such Fiscal Year to be properly audited by
a qualified, recognized and nationally knor,vn independent firm of certitled public accountants
and shall file the report of such certifled public accountants in the oft'ice of the Executive
Director, and shall mail upon reqllest, and make available generally, said report, or a reasonable
slrmmary thereof, to any Holder or Holders of Bonds issued plrrsllant to this Resolution.
Such audited books, records and accolrnts shall contain the statements required by
generally accepted accounting principles applicable to governmental entities, and a certificate of
such certified public accountants disclosing any breach on the pafi of the Agency of any
covenant herein.
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J. NO IMPAIRMEN'| OF CONTRACT. The Agency has full po\,ver and authority
to irrevocably pleclge the Pleclgecl Fr,rncls to the payment of the principal of and interest on the
Bonds. The pledge of sr-rch Pledged Funds, in the manner provided herein. shall not be subject to
repeal, modification or in-rpairrnent by any subsequent resolution, ordinance or other proceedings
of the Agency so long as any Bonds are Outstanding hereunder. The Agency shall take all
actions necessary and pursue such legal remedies which may be available to it either in lar,v or in
eqLrity to prevent or cure any impairment by any entity other than the Agency r.vithin the meaning
o f this subsection.
K. REMEDIES. Any Holder of Bonds issued under the provisions of this Resolution
may either at lar,v or in eqr-rity, by suit, action, mandamus or other proceedings in any court of
competent jurisdiction, protect and entbrce any and all rights under the laws of the State or
granted and contained in this Resolution, and may enfbrce and compel the performance of all
dr"rties required by this Resolution or by any applicable statr-rtes, including the Act, to be
performed by the Agency or by any ofllcer thereot-. Nothing herein, however, shall be construed
to grant any Holder of such Bonds any lien on any property of the Agency, except as provided
herein. No Holder of Bonds, holvever, shall have any right in any manner r,vhatever to affect
adversely, or prejr.rdice the security of this Resolution or to express any right hereunder except in
the manner herein provided. and all proceedings at law or in equity shall be instituted and
maintained for the benefit of all Holders ol Bonds.
L. ENFORCEMENT OF COLLECTIONS. The Agency will diligently enforce and
collect the Trust Fr.rnd Revenues and will take all steps, actions and proceedings for the
enforcement and collection of such Trust Furnd Revenues to the full extent permitted or
authorized by applicable laws, including the Act. All Trust Fund Revenues shall as collected be
held in trust to be applied as herein provided and not otherwise.
M. DISCHARGE AND SATISFACTION OF BONDS. The covenants, liens and
pledges entered into, created or imposed pursuant to this Resolution may be fully discharged and
satisfied with respect to all or a portion of the Bonds in any one or more of the following ways:
(1) by paying the principal of and interest on such Bonds when the same shall
become due and payable; or
(2) by depositing in the Interest Account, the Principal Account and the Bond
Redemption Account and/or in such other accounts which are irrevocably pledged to the
payment of Bonds as the Agency may hereafter create and establish, cefiain moneys
r,vhich together with other moneys lawfully available therefor, if any, shall be sufficient at
the time of such deposit to pay when due the principal, redemption premium, if any, and
interest due and to become due on said Bonds on or prior to the redemption date or
maturity date thereof; or
(3) by depositing in the Interest Account, the Principal Account and the Bond
Redemption Account and/or such other accounts r,vhich are irrevocably pledged to the
payment of Bonds as the Agency may hereafter create and establish, moneys which
together with other moneys lawtully available therefor when invested in such Defeasance
Obligations rvhich shall not be sr"rbject to redemption prior to their maturity other than at
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the option of the Holder thereof, will provide moneys which shall be sr"rffrcient to pay
'uvhen due the principal, redemption premium, if any, and interest due and to become due
on said Bonds on or prior to the redernption date or maturity date thereof.
Upon such payment or deposit in the amount and manner provided in this Section
304(M), Bonds shall be deemed to be paid and shall no longer be deemed to be
Outstanding for the purposes of this Resolr,rtion and all liability of the Agency with
respect to said Bonds shall cease, terminate and be completely discharged and
extinguished, and the Holders thereof shali be entitled to payment solely out of the
moneys or securities so deposited; provided that (i) in connection with any discharge and
satisfaction pllrsLrant to subsection (2) or (3) above, the Agency shall concurrently with
such deposit deliver (A) an opinion of nationally recognized bond counsel to the effect
that interest on the Bonds being discharged will not, by reason of such discharge, become
inclr.rdable in gross income tbr federal income tax purposes and that such Bonds have
been discharged in accordance r,vith the provisior-rs of this Section, and (B) an
accountant's veriflcation report showing the sr.rfficiency of such moneys and/or
Defeasance Obligations to provide tbr the payment of said Bonds, and (ii) in the event
said Bonds do not mature and are not to be redeemed within the next succeeding sixty
(60) days, the Agency shall have given the Registrar irrevocable instructions to give, as
soon as practicable, a notice to the Holders of said Bonds by first-class mail, postage
prepaid, stating that the deposit of said moneys or Defeasance Obligations has been made
with an appropriate fidr.rciary institution acting as escrow agent solely for the Holders of
said Bond and other Bonds being defeased, and that said Bonds are deemed to have been
paid in accordance with this Section and stating such maturity or redemption date upon
r.vhich moneys are to be available fbr the payment of the principal of and premium, if any,
and interest on said Bonds.
(4) Notwithstanding the foregoing, all references to the discharge and
satisfaction of Bonds shall include the discharge and satisfaction of any issue of Bonds,
any portion of an issue of Bonds, any maturity or maturities of an issue of Bonds, any
portion of a maturity of an issue of Bonds or any combination thereof.
(5) If any portion of the moneys deposited fbr the payment of the principal of
and redemption premium, if any, and interest on any portion of Bonds is not required for
such purpose, the Agency may use the amount of such excess free and clear of any trust,
lien, security interest, pledge or assignment securing said Bonds or otherwise existing
under this Resolution.
In the event that the principal and redemption price, if applicable, and interest due
on the Bonds shall be paid by the issuer of a Credit Facility pursuant to the terms thereof,
the assignment and pledge created hereunder and all covenants, agreements and other
obligations of the Agency to the Bondholders shall continue to exist and the issuer of
such Credit Facility shall be subrogated to the rights of such Bondholders.
N. CONCERNING THE RESERVE ACCOL]NT INSURANCE POLICY, THE
RESERVE ACCOUNT LETTER OF CREDIT AND/OR CREDIT FACILITY. As long as the
Agency shall have a Reserve Account lnsurance Policy and/or a Reserl'e Account Letter of
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Credit on deposit in the Debt Service Reserve Account, the Agency covenants that it wili comply
with the provisions of the Reserve Account Insurance Policy and/or Reserve Account Letter of
Credit and any reimbtusement or similar agreement with respect to any such Reserve Account
Insurance Policy and/or Reserve Account Letter of Credit.
As long as any Series of Bonds of the Agency are secured by a Credit Facility, (i) the
Agency covenants to comply ',vith the requirements and conditions imposed on the Agency by
the issuer of the Credit Facility and (ii) all rights hereunder gtanted to the Flolders of Bonds so
secured shall be exercisable by the issuer of such Credit Facility in lier.r of the Holders of such
Bonds.
Notwithstanding anything in this Resolution to the contrary, the rights of any issuer of a
Credit Facility created under this Resolution shall remain in full force and effect only so long as
the applicable Credit Facility shall remain in efI'ect and the issuer of such Credit Facility shall not
be in default in its payment obligations to the Holders of Bonds secured by such facility.
IEND OF ARTICLE III]
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ARTICLE IV
CONCITI{NING 1'l-lE FIDUCIARIES
SECTION 401. ADDITIONAL PAYING AGENTS; APPOINTMENT AND
ACCEPTANCE OF DUTIES. The Agency may at any time or from time to time appoint one or
more other Paying Agents having the qualifications set tbrth in this Article IV for a successor
Paying Agent; provided that nothing herein sl-rall prevent the Agency from appointing itself as
the Paying Agent hereunder. Each Paying Agent shall signify its acceptance of the duties and
obligations imposed upon it by this Resolution by executing and delivering to the Agency a
written acceptance thereof.
SECTION 402. RESPONSIBILITIES OF FIDUCIARIES. The recitals of facts herein
and in the Bonds contained shall be taken as the statements of the Agency and no Fiduciary
assumes any responsibility for the correctness of the same. No Fiduciary makes any
representation as to the validity or suft-rciency of this Resolution or of any Bonds issued
thereunder or as to the security afforded by this Resolution, and no Fiduciary shall incur any
liability in respect thereof. The Registrar shall, hor,vever, be responsible for its representation
contained in its certit-rcate of authentication of the Bonds. No Fiduciary shall be under any
responsibility or duty' with respect to the application of any moneys paid by such Fiduciary in
accordance with the provisions of this Resolution to or upon the order of the Agency or any other
Fidr.rciary. No Fiduciary shall be under any obligation or duty to perform any act which would
involve it in expense or liability or to institute or defend any suit in respect thereof, or to advance
any of its own moneys, tmless properly indemnif-ied. No Fiduciary shall be liable in connection
with the performance of its duties hereunder except for its o,uvn negligence, misconduct or
default.
SECTION 403. EVIDENCE ON WHICH FIDUCIARIES MAY ACT.
(a) Each Fiduciary, upon receipt of any notice, resolution, request, consent, order,
certificate, report, opinion, bond, or other paper or document furnished to it pursuant to any
provision of this Resolution, shall examine such instrument to determine whether it conforms to
the requirements of this Resoh-rtion and shall be protected in acting Llpon any such instrument
believed by it to be genuine and to have been signed or presented by the proper party or parties.
Each Fiduciary may reasonably consult with counsel, who may or may not be of counsel to the
Agency, and the opinion of such counsel shall be full and complete authorization and protection
in respect of any action taken or sr.rffered by it under this Resolution in good faith and in
accordance therewith.
(b) Whenever any Fiduciary shall deem it necessary or desirable that a matter be
proved or established prior to taking or sr-rff'ering any action under this Resolution, such matter
(unless other er,'idence in respect thereof be therein specifically prescribed) may be deemed to be
conclusively proved and established by a certificate of the Chairperson, Executive Director or his
designee, and such certihcate shall be full wanant for any action taken or suf-fered in good faith
under the provisions of this Resolr.rtion upon the faith thereof; but in its discretion the Fiduciary
may in lieu thereof accept other evidence of such fact or matter or may require such further or
additional evidence as it mav deem reasonable.
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(c) Except as otherwise expressly provided in this ResolLrtion, any reqLlest, order,
notice or other direction required or permitted to be furnished pursuant to any provision thereof
by the Agency to any F'idr-rciary shall be sufflciently executed in the name of the Agency by the
Chairperson, Executive Director or designee of either of them.
SECTION 404. COMPENSATION. 'Ihe Agency may agree with any Fiduciary to pay
to such FidLrciary fiom time to time reasonable compensation for all services rendered r"rnder this
Resolution, and also all reasonable expenses, charges, counsel lees and other disbursements,
including those of its attorneys, agents and employees, incurred in and about the performance of
their powers and duties under this Resolution. The Agency may also agree with any Fidr.rciary to
indemnify any Fiduciary for any and all of its reasonable fees, costs and expenses resulting from
any claim, liability or the like incurred in and about the performance of its powers and duties
under this Resolution.
SECTION 405. CERTAIN PERMITTED ACTS. Any Fiduciary, individually or
otherwise, may become the owner of any Bonds, with the same rights it would have if it were not
a Fiduciary. To the extent permitted by law, any Fiduciary may act as depositary for, and permit
any of its olficers or directors to act as a member of, or in any other capacity with respect to, any
committee fbrmed to protect the rights of Bondholders or to eff'ect or aid in any reorganization
growing out of the enforcement of the Bonds or this Resolution, whether or not any such
committee shall represent Holders of a majority in principal amount of the Bonds then
Outstanding.
SECTION 406. MERGER OR CONSOLIDATION. Any entity into which any
Fiduciary may be merged or converled or with which it may be consolidated or any entity
resulting from any merger, conversion or consolidation to r,vhich it shall be a party or any entity
to which any Fidr"rciary may sell or transfer all or substantially all of its corporate trust business
shall be a successor Fiduciary hereunder provided such entity shall be a bank or trust company
organized under the laws of any state of the United States or a national banking association or
shall be a successor entity to the Agency, if the Agency is acting as Fiduciary hereunder, shall be
authorized by law to perform all duties imposed upon it by this Resolution, and shall be such
sllccessor ',vithout the execution or filing of any paper or the performance of any further act.
SECTION 407. ADOPTION OF AUTHENTICATION. In case any of the Bonds
contemplated to be issued under this Resolution shall have been authenticated but not delivered,
any sllccessor Registrar may adopt the certifrcate of authentication of any predecessor Registrar
so authenticating such Bonds and deliver such Bonds so authenticated; and in case any of the
said Bonds shall not have been authenticated, any successor Registrar may authenticate such
Bonds in the name of the predecessor Registrar, or in the name of the successor Registrar, and in
all such cases such certificate shall be fully effective.
SECTION 408. RESIGNATION OR REMOVAL OF FIDUCIARY AND
APPOINTMENT OF SUCCESSOR. Any Fidr.rciary may at any time resign and be discharged
of the dr"rties and obligations created by this Resolution by giving at least 60 days' written notice
to the issuer of a Credit Facility, the Agency', and the other Fiduciaries. Any Fiduciary may be
removed at any time by an instrument fiied with such Fiduciary and the issuer of each Credit
Facility and signed by the Chairperson, Executive Director or his designee. Any successor
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Fidr:ciary shall be appointed by the Agency and shall be, if other than the Agency or its
sllccessor entity, a bank or trust company organized under the laws of any state of the United
States or a national banking association, r,villing and able to accept the ofllce on reasonable and
customary terms and authorized by law to perform all the duties imposed upon it by this
Resolution. The Agency shail notify the issuer of each Credit Facility of the appointment of any
successor Fiduciary. In the event of the resignation or removal of any Fidr.rciary, such Fiduciary
shall pay over, assign and deliver any moneys held by it as Fiduciary to its successor.
SECTION 409. VACANCY. If at any time hereafter any Fiduciary shall resign, be
removed, be dissolved, or otherlvise become incapable of acting, or if the bank or trust company
acting as any Fiduciary shall be taken over by any governmental off-rcial, agency, department or
board, the position of Fiduciary shall thereupon become vacant. If the position of such Fiduciary
shall become vacant for any of the foregoing reasons or for any other reasons, the Agency shall
appoint a successor Fiduciary.
If no appointment of a successor Fiduciary shall be made pursuant to the foregoing
provisions of this Section, the Holder of any Bond Outstanding hereunder or any retiring
Fiduciary may apply to any court of competent jurisdiction to appoint a successor Fiduciary.
Such court may thereupon, after such notice, if any, as such court may deem proper and
prescribe, appoint a sllccessor Fiduciary.
Any Fiduciary hereafter appointed, if not the Agency or its successor entity, shall be a
bank or trust company authorized by law to exercise corporate trust powers and subject to
examination by federal or state authority of good standing and having at the time of its
appointment a combined capital and surplus aggregate not less than Fifty Million Dollars
($5o,ooo,ooo).
IEND OF ARTICLE IV]
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ARTICLE V
EXECU'IION OF INSI'RUMENTS BY BONDHOLDERS
AND PROOF OI-- OWNERSHIP OF BONDS
SECTION 501. PROOF OF EXECUTION OF DOCUMENTS AND OWNERSHIP.
(a) Any request, direction, consent or other instrument in writing required by this
Resolr.rtion to be signed or executed by Bondholders may be in any number of concurrent
instmments of similar tenor and may be signed or executed by such Bondholders in person or by
their attorneys or le-eal representatives appointed by an instrument in writing. Proof of the
execution of any sr"rch instrument and of the ownership of Bonds shall be suff,rcient for any
purpose of this Resolution and shall be conclusive in favor of the Fiduciary with regard to any
action taken by it under such instrument if made in the following manner:
(l) The fact and date of the execution by any person of any such instrument
may be proved by the verification of any officer in any jurisdiction who, by the laws
thereof, has power to take affidavits within such jurisdiction, to the effect that such
instrument was subscribed and sworn to before him, or by an affidavit of a r,vitness to
such execution. Where such execution is in behalf of a person other than an individual,
such verif-rcation shall also constitute sufficient approval of the authority of the signor
thereof.
(2) The ownership of Bonds shall be proved by the registration books required
to be maintained pursuant to the provisions of this Resolution.
Nothing contained in this Article shall be construed as limiting the Fiduciary to such
proof-, it being intended that the Fiduciary may accept any other evidence of the matters herein
stated which it may deem stifficient.
(b) If the Agency shall solicit from the Holders any request, direction, consent or
other instrument in writing required or permitted by this Resolution to be signed or executed by
the Holders, the Agency may, at its option, fix in advance a record date tbr determination of
Holders entitled to give each request, direction, consent or other instrument, but the Authority
shall have no obligation to do so. If such a record date is fixed, such request, direction, consent
or other instrument may be given before or after such record date, but only the Holders of record
at the close of business on such record date shall be deemed to be Holders fbr the purposes of
determining whether Holders of the requisite proportion of Bonds have authorized or agreed or
consented to such request, direction, consent or other instrument, and for that purpose the Bonds
shall be computed as of such record date.
(c) Any request or consent of the Holder of any Bond shall bind every fr"rture Holder
of the same Bond in respect of anything done by the Agency or any Fiduciary in pursuance of
such request or consent.
IEND OF ARTICLE V]
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ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION601. MODII'ICATION OR AMENDMENT. Except as otherwise provided
in the second paragraph hereof, no adverse material modiflcation or amendment of this
Resolution, or of any resolution amendatory hereof or supplemental hereto, may be made
without the consent in writing of (i) the Holders of more than fifty per centum (50%) in
aggregate principal amount of the Bonds then Outstanding or (ii) in case less than all of the
several Series of Bonds then Outstanding are aff'ected by the modification or amendment, the
Holders of more than fifty per centum (50%) in aggregate principal amount of the Bonds of each
Series so affected and Outstanding at the time such consent is given; provided, however, that no
modification or amendment shall permit a change in the maturity of such Bonds or a reduction in
the rate of interest thereon, or affecting the promise of the Agency to pay the principal of and
interest on the Bonds, as the same mature or become due, from the Pledged Funds, or reduce the
percentage of Holders of Bonds recl"rired above for such modification or amendment, withor-rt the
consent of the Holders of allthe Bonds.
For the pllrposes of this Section 601, to the extent any Series of Bonds is secured by a
Credit Facility, then the consent of the issuer of the Credit Facility shall constitute the consent of
the Holders of such Series.
This Resolution may be amended, changed, modified and altered r,vithout the consent of
the Holders of Bonds or any Credit Facility:
(a) to cure any ambiguity or formal det-ect or omission in this Resolution or in
any supplemental resolutions or to correct or supplement any provision contained herein
which may be defective or inconsistent with any other provisions contained herein; or
(b) to grant to or confer Lrpon the Bondholders any additional rights, remedies,
powers, authority or security that may lawfully be granted to or conferred upon the
Bondholders; or
(c) to add to the conditions, limitations and restrictions on the issuance of
Bonds under the provisions of this Resolution, other conditions, limitations and
restrictions thereafter to be observed; or
(d) to add to the covenants and agreements of the Agency in this Resolution
other covenants and agreements thereafter to be observed by the Agency or to sttrrender
any right or power herein reserved to or conferred upon the Agency; or
(e) to qualify the Bonds or any of the Bonds for registration r.rnder the
Securities Act of 1933. as amended, or the Securities Exchange Act of 1934, as amended;
or
(D to qualify this Resolution as an "indenture" under the Trust Indentr.rre Act
of 1939. as amended; or
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(g) to make such changes as n'ray be necessary to comply with the provisions
of the Code relating to the exclusion of interest on Tax-Exempt Bonds from gross income
thereunder: or
(h) to make such changes as may evidence the interest herein of an issuer of a
Credit Facility that secures any Series of Bonds.
The Agency shall caLrse a notice of a proposed supplemental resolr"rtion requiring the
consent of Bondholders to be mailed, postage prepaid, to all Holders of Bonds then Outstanding
at their addresses as they appear on the registration books. Such notice shall briefly set forth the
nature of the proposed supplemental resolr-rtion and shall state that a copy thereof is on file at the
office of the Agency for inspection by all Bondholders. The Agency shall not, however, be
subject to any liability to any Bondholder by reason of its failure to mail the notice recluired by
this Section, and any such failure shall not affect the validity of such supplemental resolution
when consented to or approved as provided in this Section.
Whenever, at any time after the date of the maiiing of such notice, the Agency shall
deliver to the Executive Director an instrument or instruments purporting to be executed by the
Holders of at least a majority in aggregate principal amount of the Bonds then Outstanding,
which instrument or instruments shall ref'er to the proposed supplemental resolutions described in
such notice and shall specifically consent to and approve the adoption thereof, the Agency may
adopt such supplemental resolutions in substantially such form without liability or responsibility
to any Holder of any Bond, whether or not such Holder shall have consented thereto. It shall not
be necessary for the consent of the Holders to approve the particular form of any proposed
supplemental resolution, but it shall be suff-rcient if such consent shall approve the substance
thereof .
If the Holders of more than fifty per centum (50%) in aggregate principal amount of the
Bonds of all Series afTected and Outstanding at the time of the adoption of such supplemental
resolution shall have consented to and approved the adoption thereof as herein provided, no
Holder shall have any right to object to the adoption of such supplemental resolution, or to object
to any of the terms and provisions therein contained, or the operation thereof, or in any manner
to cluestion the propriety of the adoption thereof, or to enjoin or restrain the Agency from
adopting the same or from taking any action pursuant to the provisions thereof.
The consent of the Holders of any additional Series of Bonds to be issued hereunder shall
be deerned given if the undenvriters or initial Underwriters for resale consent in w'riting to such
supplemental resolution and the nature of the amendment effected by such supplemental
resolution is disclosed in the official statement or other offering document pursuant to which
such additional Series of Bonds is otl'ered and sold to the public.
SECTION 602. SEVERABILITY OF INVALID PROVISIONS. If any one or more of
the covenants, agreements or provisions of this Resolution should be held contrary to any
express provision of lar.v or contrary to the policy of express law, though not expressly
prohibited, or against public policy, or shall for any reason r,vhatsoever be held invalid, then such
covenants, agreements or provisions shall be null and void and shall be deemed separate from the
003-4430-4561/4/AMERtCAS
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remaining covenants, agreements or provisions, and shall in no way aft'ect the validity of any of
the other provisions of this Resolr"rtion or of the Bonds issued hereunder.
SECTION 603. LNCLAIMED MONEY. Notwithstanding any provisions of this
Resolution, any money held by any Fidr.rciary for the payment of the principal or redemption
price of, or interest on, any Bonds and remaining unclaimed for five (5) years after the principal
of all of the Bonds has become due and payable (whether at maturity or upon call for
redemption), if such money were so held at such date, or five (5) years after the date of deposit
of sr.rch money if deposited after such date when all of the Bonds became due and payable, shall
be repaid to the Agency free from the provisions of this Resolution, and all liability of the
Fiduciary with respect to such money shall thereupon cease.
SECTION 604. PAYMENTS DUE ON SATURDAYS, SLTNDAYS AND HOLiDAYS.
In any case r,vhere the date of maturity of interest on or principal of the Bonds or the date fixed
for redemption of any Bonds shall be a Saturday, Sunday or a day on which any Paying Agent is
required, or authorized or not prohibited, by lar,v (including executive orders) to close and is
closed, then payn-rent of such interest or principal and any redemption premium need not be paid
by the Paying Agent on such date but may be paid on the next succeeding business day on which
the Paying Agent is open for business with the same force and effect as if paid on the date of
maturity or the date fixed for redemption, and no interest shall accrue for the period after such
date of maturity or redemption.
SECTION 605. CONTROLLING LAW; MEMBERS OF GOVERNING BODY OF
AGENCY NOT LIABLE. The provisions of this Resolution shall be governed by, and
interpreted in accordance with, the lar,vs of the State, All covenants, stipulations, obligations and
agreements of the Agency contained in this Resolution shall be deemed to be covenants,
stipulations, obligations and agreements of the Agency to the full extent authorized by the Act
and provided by the Constitution and laws of the State. No covenant, stipulation, obligation or
agreement contained herein shall be deemed to be a covenant, stipulation, obligation or
agreement of any present or future member, agent or employee of the Commission or the Agency
in his individual capacity, and neither the members of the Commission nor any official executing
the Bonds shall be liable personally on the Bonds or this Resolution or shall be subject to any
personal liability or accountability by reason of the issuance or the execution by the Commission
or such members thereof-.
SECTION 606. FURTHER AUTHORIZATIONS. The Chairperson, the Executive
Director and such other officers, employees and stafT members of the Agency as may be
designated by the Chairperson and the Executive Director or either of them are each designated
as agents of the Agency in connection with the issuance and delivery of the Bonds and are
authorized and emporvered, collectively or individually, to take all action and steps and to
execlite all instruments, documents and contracts on behalf of the Agency. that are necessarv or
desirable in connection with the execution and delivery of the Bonds, and which are not
inconsistent vl'ith the terms and provisions of this Resolution.
SECTION 607. HEADINGS FOR CONVENIENCE ONLY. Any headings preceding
the texts of the several articles and sections hereof shall be solely for convenience of reference
003-4430-456 i/4/ArvlE Rr CA5
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445
and shall not constitute a part of this Resolution, nor shall they affect its meaning, construction or
eft'ect.
SECTION 608. TIME OF TAKING EFFECT. This Resolr-rtion shall take effect
immediately upon its adoption.
PASSED AND ADOPTED this _ day ,2015.
Chairperson
Attest:
Secretary
APPROVED AS TO
FORM & LANGUAGE
(__\ .& FBR EXECUTTON
@1bz[5
Recjevelopment Aoreeiier.,i 6oi,ny.in", AAf Dote
003-4430-456 1/4/AM ERr CAS
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EXHIBIT A
SERIES 2015 REDEVELOPMENT PROJECT
L Renovation and expansion of the Miami Beach Convention Center to modernize and
r-rpgrade the Convention Center facility and areas in the vicinity of the Convention
Center. including but not limited to creation of a ner,v public park and related facilities,
restoration of the Carl Fisher Clubhouse and Collins Canal seawall, and streetscape.
landscape and other infrastructr-rre improvements.
2. Renovation of the Bass Museum to increase programmable space at the facility.
3. Improvements to 17tl' Street, Drexel Avenue, Pennsylvania Avenue and Meridian Avenue
to enhance the pedestrian experience betr,veen the Miami Beach Convention Center and
Lincoln Road.
4. Improvements to Lincoln Road from Washington Avenue to Lenox Avenue.
003-443D-4s6rl 4 IAMERTCAS
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EXHIBIT B
BOND FORM
No. R-
LINITED STATES OF AMERICA
STATE OF FLORIDA
MIAMI BEACH REDEVELOPMENT AGENCY
TAX INCREME,NT REVENUE BOND.
SERIES
(CITY CENTEzuFIISTORIC CONVENTION VILLAGE)
Date of
Interest Rate Maturity Date Oriqinal Issuance CUSIP
REGISTERED OWNER:
PRINCIPAL AMOT.TNT:DOLLARS
KNOW ALL MEN BY THESE PRESENTS that the Miami Beach Redevelopment
Agency (the "Agency"), for value received, hereby promises to pay to the registered owner
specified above, or registered assigns, on the date specitied above, but solely from the solrrces
hereinafter mentioned, upon presentation and surrender hereof at the designated corporate trust
office of _ , as paying agent (said
bank and/or any bank or trust company to become slrccessor paying agent being herein called the
"Paying Agent"), the principal sum specified above i,vith interest thereon at the rate per annum
specified above, payable on the first day of and of each year,
commencing on Principal of this Bond is payable at the office of the Paying
Agent in lawtul money of the United States of America. Interest on this Bond is payable by
check or draft of the Paying Agent made payable to the registered owner as its name and address
shall appear on the registry books of
Registrar (said bank and any sLiccessor Registrar being herein called the "Registrar") at the close
of business on the fifteenth day of the calendar month preceding each interest payment date (the
"Regular Record Date"); provided, hor,vever, that (i) if or,vnership of the Bonds is maintained in a
book-entry only s,vstem by' a securities depository, such payment may be made by automatic
firnds transfer (wire) to such securities depository of its nominee or (ii) if such Bonds are not
maintained in a book-entry only system by a securities depository, upon r,vritten request of the
Holder of $1,000,000 or more in principal amount of Bonds, such payments may be made by
r,vire transfer to the bank and bank account specified in r,vriting by such Holder (sr.rch bank being
a bank r,vithin the continental United States), if such Holder has advanced to the Paying Agent
the amount necessary to pay the cost of such r.vire transfer or authorized the Paying Agent to
deduct the cost of such wire transfer from the payment due such Holder. Any interest not
00 3-4430-4 56 1/4/AMER rCAS
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448
pllnctLrally paid on an interest payment date shall forthrvith cease to be payable to the registered
owner on the Regular Record Date ancl may be paid to the registerecl owner as of the close of
business on a special record date tbr the payment of such defaulted interest to be fixed by the
Paying Agent, notice'uvhereof shall be given not less than 10 days prior to such special record
date to the registered owners. Sr"rch interest shall be payable from the most recent interest
payment date next preceding the date of authentication to lvhich interest has been paid, unless the
date of authentication is an lor 1 to ,,vhich interest has been paid, in
which case from the date of authentication, or unless the date of authentication is prior to
,20- in which case from ,20 , or unless the date of authentication
is between a Regular Record Date and the next succeeding interest payment date, in which case
tiom such interest payment date.
This Bond is one of an authorized issue of Bonds of the
Increment Revenue Bonds, Series _ (City Center/Historic
Agency designated as its "Tax
Convention Village)" (herein
Dollarscalled the "Bonds"), in the aggregate principal amount of
($ ) of like date, tenor, and effect, except as to number, date of maturity and interest
rate, issued lor the purpose of
under the authority of and in full compliance r,vith the Constitution and Statutes of the State of
Florida, including particr-rlarly Chapter 163, Part III, Florida Statutes, as amended from time to
time, and other applicable provisions ol lar,v, and a resolution duly adopted by the Agency on
,2015 thereinafter referred to as the "Resolution") and is subject to all the terms
and conditions of the Resoh.rtion.
This Bond is payable solely from and secured by a first lien on and pledge of the Trust
Fund Revenues (as defined in the Resolution) collected by the Agency pllrsLrant to Section
163.387, Florida Statutes, as amended, and all moneys held in certain funds and accounts
established under the Resolution (collectively, the "Pledged Funds"), all in the manner provided
in the Resolution. Neither the Agency, the City, Miami-Dade County, Florida (the "County"),
the State of Florida (the "State") nor any of its political subdivisions is obligated to pay this
Bond or the interest hereon except from the Pledged Funds pledged thereto and neither the faith
and credit nor the taxing power of the City, the County, the State or any of its political
subdivisions is pledged to the payment of the principal of, or the interest on, this Bond. This
Bond does not constitute an indebtedness of the Agency, the City, the County, the State or any
political subdivision thereof within the meaning of any constitutional, statutory or other
provision or limitation and it is expressly agreed by the Holder of this Bond that such Holder
shall never have the right to require or compel the exercise of the ad valorem taxing power of the
City, the County, the State or any political subdivision thereof or taxation in any form on any
real or personal property therein, fbr the payment of the principal of and interest on this Bond
and other payments provided for in the Resolurtion.
It is fr-rrther agreed betrveen the Agency and the Holder of this Bond that this Bond and
the obligation evidenced thereby shall not constitute a lien Llpon property owned by or situated
r,vithin the corporate territory of the Agency or the City, but shall constitute a lien only on the
Pledged Funds, all in the manner provided in the Resolution.
Under the provisions of Section 163.387, Florida Statutes, as amended, the City and the
County have established the City Center/Historic Convention Village Redevelopment and
B-2
003-4430 4561/4/AMERTCAS
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Revitalization Trust Fund into which the Cor.inty and the City have agreed to deposit on an
annual basis their respective portior-rs of the Trust Fund Revenues (as defined in the Resolution)
for so long as the Bonds are or.rtstanding. The Agency in the Resolution has established the
Miami Beach Redevelopment Agency Sinking Fund (City Center/Historic Convention Village)
and certain accounts therein and covenanted to deposit into said Sinking Fr"rnd and accounts
therein solely from the Pledged Funds moneys to provide for the timely payment of principal of
and interest on the Bonds and to create a reserve therefor, all to the extent and in the manner
provided in the Resolution. Reference is hereby made to the Resolution for the specific
provisions governing the Bonds.
[nsert Redemption Provisions]
Additional parity bonds may be issued by the Agency frorn time to time upon the
conditions and within the limitations and in the manner provided in the Resolution.
The original registered owner, and each successive registered owner of this Bond shall be
conclusively deemed to have agreed and consented to the tbllorving terms and conditions:
l. The Registrar shall keep books for the registration of Bonds and for the
registration of transfers of Bonds as provided in the Resolution. The Bonds shall be transferable
by the registered owner thereof in person or by his attorney duly authorized in writing only upon
the books of the Agency kept by the Registrar and only upon surrender hereof together with a
written instrument of transfer satisfactory to the Registrar duly executed by the registered or,vner
or his duly authorized attorney. Upon the transfer of any such Bond, the Agency shall issue in
the name of the transferee a new Bond or Bonds.
2. The Agency, the Registrar and the Paying Agent may deem and treat the person in
whose name any Bond shall be registered upon the books kept by the Registrar as the absolute
owner of such Bond, whether such Bond shall be overdue or not, for the pLlrpose of receiving
payment of, or on account of, the principal of and interest on such Bond as the same becomes
due, and for all other purposes. All such payments so made to any such registered owner or upon
his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the
extent of the sum or sums so paid, and neither the Agency, the Paying Agent, nor the Registrar
shall be affected by any notice to the contrary.
3. At the option of the registered owner thereof and upon surrender hereof at the
designated corporate trust office of the Registrar r,vith a written instrument of transfer satisfactory
to the Registrar duly executed by the registered owner or his dr"rly authorized attorney and upon
payment by such registered o\,vner of an,'- charges which the Registrar or the Agency may make
as provided in the Resolr-rtion, the Bonds may be exchanged for Bonds of the same series and
rnaturity of any other authorized denominations.
4. In all cases in which the privilege of exchanging Bonds or transferring Bonds is
exercised, the Agency shall execute and the Registrar shall authenticate and deliver Bonds in
accordance with the provisions of the Resolution. There shall be no charge for any such
exchange or transfer of Bonds, but the Agency or the Registrar may require payment of a sum
sufficient to pay any tax, fee or other governmental charge required to be paid with respect to
B-3
003-4430-4561/4/AM E R rCAS
450
sLrch exchange or transf-er. Neither the Agency nor the Registrar shall be reqr"rired (a) to transfer
or exchange Bonds fbr a period of 15 days next preceding an interest payment date on such
Bonds or next preceding any selection of Bonds to be redeemed or thereafter until afier the
mailing of any notice of reclemption; or (b) to transfer or exchange any Bonds called for
redemption.
It is hereby certified and recited that all acts, conditions and things required to exist, to
happen, and to be performed, precedent to and in the issuance of this Bond exist, have happened
and have been performed in regular and due form and time as required by the laws and
Constitution of the State of Florida applicable thereto, and that the issuance of this Bond, and of
the issue of Bonds of rvhich this Bond is one, is in full compliance r,vith all constitutional,
statutory or charter limitations or provisions.
IN WITNESS WHEREOF, the Miami Beach Redevelopment Agency has caused this
Bond to be signed by its Chairperson, either manually or with his facsirnile signature, and the
seal of the Miami Beach Redevelopment Agency or a f-acsimile thereof to be affixed hereto or
imprinted or reproduced hereon, and attested by its Secretary, either manually or r,vith his
facsimile signature.
MIAMI BEACH REDEVELOPMENT AGENCY
(sEAL)
Attest:
Chairperson
Secretary
By:
003-4430-4 56r./4/AMERICAS
B-4
451
CER-IIF'ICATE OF AUTHENTI CATION
This Bond is one of the Bonds clelivered plrrsllant to the within mentioned Resolution.
Date o1' Ar.rthentication :
as Registrar
Authorized Signatory
By:
003-4430-45 61/4/AMERICAS
B-5
452
ABBREVIAl-IONS
The following abbreviations, when used in the inscription on the face of the within Bond,
shall be construed as though they were r,vritten out in full according to applicable laws, or
regulations.
TEN COM as tenants in common
TEN ENT as tenants by the entireties
iT TEN as joint tenants lvith the right of survivorship and not as tenants in common
TINIFORM GIFT MIN ACT Custodian tbr
(C,"t) (,\4*"r)
under Uniform Gifts to Minors
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond, and all rights thereunder, and hereby irrevocably
constitutes and appoints attornev to transfer the said Bond on the
bond register, with full power of substitution in the premises.
Dated:
Please insert Social Security or other
identifying number of transferee:
Signature guaranteed:
NOTICE: The transferor's signature to this Assignment must correspond r,vith the name as it
appears on the face of the within Bond in every particular without alteration or any
change whatever.
B-6
003-4430 4561/4/AMERICAS 453
SEB DRAFT - O9l2Il15
PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER
-,
2OI5
NEW ISSUE - Book-Entry-Only Ratings: See "RATINGS" herein
In the opinion of Squire Patton Boggs (US) LLP, Bond Connsel, tmder existing law, the Series
2015A Bonds and the income thereon are exemptfrom taxation under the laws of theitate of Florida,
except estate taxes imposed by Chapter 198, Florida Statutes, as amended, and net income andfranchise
taxes imposed by Chapter 220, Florida Statutes, as amended. NO ATTEM?T HAS BEEN MADE TO
PROVIDE THAT INTEREST ON THE ^SERIE,S 20]54 BONDS IS EXCLUDED FROM GROSS INCOME
OF THE HOLDERS THEfuEOF FOR FEDERAL INCOME TAX PURPOSES. For a more complete
discttssion of the tax aspects relating to the Series 2015A Bonds, see the discussion under the heiding
"TAX MATTERS" herein.
In the opinion of Squire Patton Boggs (US) LLP, Boncl Counsel, under existing law (i) assuming
contirudng compliance with certain covenants and the accuracy of certain representations, interest on the
Series 20158 Bonds is excludedfrom gross incomeforfederal income taxpurposes and is not an item of
tax preference for purposes of the federal alternative minimttm tax imposed on individnals and
corporations and (ii) the Series 20158 Bonds and the income thereon are exemptfrom taxation tmder the
laws of the State of Florida, except estate taxes imposed by Chapter 198, Ftorida Statntes, as amended,
and net income andfranchise taxes imposed by Chapter 220, Florida Statutes, as amended. Interest on
the Series 20158 Bonds may be subject to certainfederal taxes imposed only on certuin 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 20158 Bonds, see the discttssion ttnder the heidtng
"TAX MATTERS" herein.
s360,000,000*
MIAMI BEACII REDEVELOPMENT AGENCYs--*
Tax Increment Revenue and Revenue
Refunding Bonds, Taxable Series 20lSA
(City Center/Historic Convention Village)
Dated: Date of Delivery
The Miami Beach Redevelopment Agency Tax Increment Revenue and Revenue Refunding Bonds,
Taxable Series 2015,A (City Center,tlistoric Convention Village) (the "series 20154 Bonds,') and the
Miami Beach Redevelopment Agency Tax Increment Revenue and Revenue Refunding Bonds, Series
20158 (Cify Center/Historic Convention Village) (the "series 20158 Bonds" and, collectively with the
Series 20154 Bonds, the "series 2015 Bonds") are being issued by the Miami Beach Redevelopment
Agency (the "Agency") as fully registered bonds, without coupons, in denominations of $5,000 o. uny
integral 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
Tax Increment Revenue and Revenue
Refunding Bonds, Series 20158
(City Center/Historic Convention Village)
Due: March 1, as shown on inside cover page
454
of delivery and will be payable on March 1, 2016 and semiannually on each September I and March l
thereafter. U.S. Bank National Association, Jacksonville, Florida, will serve as the initial bond registrar
and paying agent (the "Paying Agent") 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 Bondswill be payable by the Paying Agent to DTC.
The proceeds of the Series 2015A Bonds will be used, together with certain other legally available
moneys of the Agency, to (i) provide for the advance refunding of all of the Agency's Tax Increment
Revenue Bonds, Taxable Series 1998A (City CenterA{istoric Convention Village), cunently outstanding
in the aggregate principal amount of $10,000,000 (the "Outstanding Series 19984 Bonds,,j; (ii) provide
for the current refunding of all of the Agency's Tax Increment Revenue Refunding Bonds, Taxable Series
2005A (City Center,rHistoric Convention Village), currently outstanding in the aggregate principal amount
of $27,815,000 (the "outstanding Series 20054 Bonds"); (iii) make a deposit to tle beUiservice Reserve
Account (including the cost of any Reserve Account Insurance Policy or Reserve Account Letter of Credit
determined by the Agency to be advisable) to satisfy the Reserve Account Requirement relating to the
Series 2015A Bonds (as such terms are hereinafter defined); (iv) finance certain costs of acquiring and
constructing renovations to the Convention Center and related improvements which constitute a portion
of the Series 2015 Redevelopment Project (as such terms are hereinafter defined); and (v) pay costs of
issuance of the Series 20154 Bonds and refunding the Outstanding Series 19984 Bonds and the
Outstanding Series 20054 Bonds, including the portion of the premium allocable to the Series 2015A
Bonds for any municipal bond insurance policy that may be obtained in connection with the issuance of
the Series 2015 Bonds. See "INTRODUCTION,,herein.
The proceeds of the Series 20158 Bonds will be used, together with cefiain orher legally available
moneys of the Agency, to (i) provide for the current refunding of all of the Agency's Tax Increment
Revenue Refunding Bonds, Series 2005B (City Center,/Historic Convention Village), cuirently outstanding
in the aggregate principal amount of $17,175,000 (the "Outstanding Series 200JB Bonds,'j; (ii) make a
deposit to the Debt Service Reserve Account (including the cost of any Reserve Account Insurance policy
or Reserve Account Letter of Credit determined by the Agency to be advisable) to satisfli the ReservL
Account Requirement relating to the Series 20158 Bonds; (iii) finance certain costs of acquiring and
constructing public renovations to the Convention Center and related public improvements which constitute
a portion of the Series 2015 Redevelopment Project; and (iv) pay costs of issuance of the Series 20158
Bonds and refunding the Outstanding Series 20058 Bonds, including the portion of the premium allocable
to the Series 20158 Bonds for any municipal bond insurance policy that may be obtained in connection
with the issuance of the Series 2015 Bonds. See "NTRoDUCTION,,herein.
The Series 2015 Bonds are solely payable from and secured by a ptedge ofand first lien on the
Pledged Funds derived by the Agency from (i) Trust Fund Revenues; and (ii) ull -or"yr, securities and
instruments held in the funds and accounts created under the Bond Resolution, except the Rebate Fund
(as such terms are hereinafter defined), on a parity with any additional Bonds that may be issued under
the Bond Resolution. 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 SERIES 2OI5 BONDS SHALL NOT BE AND SHALL NOT BE DEEMED TO
CONSTITUTE A DEBT, LIABILITY OR OBLIGATION OF THE AGENCY, THE CITY OF MIAMI
BEACH, FLORIDA (THE "CITY"), MIAMI-DADE COLINTY, FLORIDA ("THE COLINTY"), THE
STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OFANY CONSTITUTIONAL, STATUTORY OR CHARTER PROVISIONS OR LIMITATIONS. OR A
455
PLEDGE OF THE FAITH AND CREDIT OF THE AGENCY, THE CITY, THE COUNTY, THE STATE
OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF BUT SHALL BE PAYABLE SOLELY
FROM THE PLEDGED FLINDS, AS PROVIDED IN THE BOND RESOLUTION. THE SERIES 2015
BONDS AND THE OBLIGATIONS EVIDENCED THEREBY SHALL NOT CONSTITUTE A LIEN
UPON ANY PROPERTY OWNED BY OR SITUATED WITHIN THE CORPORATE TERzuTORY OF
THE AGENCY OR THE CITY, BUT SHALL CONSTITUTE A LIEN ONLY ON THE PLEDGED
FUNDS, ALL IN THE MANNER PROVIDED IN THE BOND RESOLUTION.
The Agency may elect to purchase a municipal bond insurance policy to be delivered by a
municipal bond insurance provider concurrently with the delivery of the Series 2015 Bonds to
guarantee timely payment of the principal of and interest on the Series 2015 Bonds, or one or more
maturities of the Series 2015 Bonds, and may elect to satisfy the Reserve Account Requirement, or
any portion thereof, upon issuance of the Series 2015 Bonds with a Reserve Account Insurance
Policy or Reserve Account Letter of Credit.
This cover page contains certain information for quick reference only. It is not a summary
of this issue. Investors must read the entire Official Statement to obtain information essential to
the making of an informed investment decision.
The Series 2015 Bonds are offered when, as and if issued by the Agency, stbject to the opinion
on certain legal matters relating to their issuance of Squire Patton Boggs (US) LLP, Miami, Florida, Bond
Cottnsel to the Agency, and certain other conditions. Certain legal matters will be passed upon for the
Agency by Raul J. Agtrila, Esquire, Miami Beach, Florida, General Counsel to the Agency, and certain
legal matters relating to disclosure will be passed upon for the Agency by the Law Offices of Steve E.
Bullock, P.A., Miami, Florida, Disclosure Counsel to the Agency. Greenberg Trattrig, P.A., Miami,
Florida, is serving as Counsel to the Underwriters and kBC Capital Markets, LLC, St. petersburg,
Florida, is serving as Financial Advisor to the Agency in connection with the issttance of the Series 20 t 5
Bonds. It is expected that the Series 20I5 Bonds will be available for delivery through DTC in New york,
New York on or about December , 2015.
Morgan Stanley
Wells Fargo Securities
Raymond James & Associates, Inc.
BofA Merrill Lynch
Loop Capital Markets
Dated: November _,2015
* Preliminary, subject to change.
456
Red herring: This Preliminary OJJicial Statement and the informqtion contuined herein are subject to
amendment and completion w,ithout notice. The Series 201 5 Bonds ma)) not be sold and of/brs to bLty may
not be accepted prior to the time the Offic'ial Stqtement is delivered in final .form. (Jnder no circttmstances
shall this Preliminary O/ficial Statement constitute an r{Jbr to sell or the solicitation of an o/fer to buy,
nor shall there be any sale of the Series 2015 Bonds in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification tmder the securities laws of any strc:h
jurisdiction.
457
MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES,
PRICES, YIELDS AND INITIAL CUSIP NUMBERS*t
$
Principal
Amount
lnterest
Rate Price
Series 2015A Serial Bonds
Due
(March l)
2016
2017
201 8
20t9
2020
2021
2022
2023
2024
2025
2026
2027
2028
Yield
o//o
Initial
CUSIP Number
593237 _
593237 _
593237 _
593237 _
593237 _
593237 _
593237 _
593237 _
593237 _
593237 _
593237 _
593237 _
593237
$_ _% Series 20154 Term Bonds Due March 1,20-- price: / yield: %
Initial CUSIP Number: 59323i
458
$
Principal
Amount
s
Interest
Rate Price
Series 20158 Serial Bonds
Due
(March 1)
2016
2017
2018
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
Initial
CUSIP NumberYield
o//oo//o s93237 _
593237 _
593237 _
593237 _
593237 _
593237 _
593237 _
593237 _
593237 _
593237 _
593237 _
593237 _
593237 _
593237 _
593237 _
593237 _
593237 _
593237 _
s93237 _
593237 _
593237 _
593237 _
s93237 _
593237 _
593237 _
593237 _
593237 _
593237 _
593237
% Series 20158 Term Bonds Due March 1,20- -
Initial GUSIP Number: 593231
459
+ Preliminary, subject to change.
t Neither the Ciry nor the Underwtiters is responsible for the use of CUSIP Numbers, nor is any representation
made as to their correctness. The CUSIP Numbers are included solely for the convenience of the readers of this
Official Statement.
460
MIAMI BEACH REDEVELOPMENT AGENCY(I)
CHAIRMAN
PhiliP Levinet2)
VICE CHAIRMAN
Edward L. Tobine)
MEMBERS
Joy Malakoff, Member
Jonah Wolfs or^, MemberQ)
ADMINISTRATION
Michael Grieco, Member
Deede Weithorn, M e mb erQ)
Executive Director
Jimmy L. Morales, Esquire
Interim Chief Financial Ofjicer
John Woodruff
Bond Counsel
Squire Patton Boggs (US) LLP
Miami, Florida
Financial Advisor
RBC Capital Markets, LLC
St. Petersburg, Florida
Micky Steinberg, Member
Bruno A. Barreiro, Member
General Counsel
Raul J. Aguila, Esquire
Secretary
Rafael E. Granado, Esquire
Disclosure Counsel
Law Offices of Steve E. Bullock, P.A,
Miami, Florida
Independent Auditors
Crowe Horwath LLP
Fort Lauderdale, Florida
Assistant Executive Director
Kathie G. Brooks
CONSULTANTS
(1) The Mayor and each of the members of the City Commission of the City serve as the Chairman and members of
the Agency, respectively, with the City Commissioner appointed as Vice Mayor serving as the Vice Chairman
of the Agency. In addition, pursuant to the Third Amendment to the Interlocal Cooperation Agreement dated
January 20,2015 among the Agency, the Cify and the County, the County Commissioner of District 5 on the
Board of County Commissioners of Miami-Dade County, Florida also serves as a member of the Agency.
Commissioner Bruno A. Barreiro currently serves in such capacity.
(2) The Mayor is running against a single opponent in the general election of the City to be held on November 3,
201 5. In addition, a new commissioner will be elected in such general election for the City Commission seat for
Districts IV, V and VI or, if required because a candidate did not receive more than fifty percent (50%) of the
votes cast in the general election, in a run-off election. If required, the run-off election will be held on November
17,2015. The results of the election are expected to be certified by the current Mayor and City Commission in
a meeting to be held sometime after the general election or, if a run-offelection is held, after the run-off election.
The current Mayor and Ciry Commission are expected to serve until newly elected members have been seated.
461
UNSERT MAP OF MIAMIBEACH REDEVELOPMENT AGENCY
SHOWING EACH OF THE AGENCY'S REDEVELOPMENT AREAS]
462
No dealer, broker, salesman or other person has been authorized by the Agency or the
Underwriters to make any representations, other than those contained in this Official Statement, in
connection with the offering contained herein, and if given or made, such other information or
representations must not be relied upon as having been authorized.by any of the foregoing. This Official
Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any
sale of the Series 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 Agency
expressly make no representation that such estimates, assumptions and opinions will be realized orfulfilled. 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 Agency 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 (lnderwriters do not guarantee the accuracy or completeness
of such information.
The order and placement of materials in this Official Statement, including the Appendices, are not
to be deemed a determination of relevance, materiality or importance, and this Official Statement,
including the Appendices, must be considered in its entirety. The captions and headings in this Official
Statement are for convenience only and in no way define, limit or describe the scope or intent, or affect
the meaning or construction, of any provisions or sections in this Official Statement. The offerins of the
Series 2015 Bonds is made only by means of this entire official Statement.
References to website addresses presented in this Official Statement are for informational purposes
only and may be in the form of a hyperlink solely for the reader's convenience. Unless rp..ifi.d
otherwise, such websites and the information or links contained therein are not incorporated into, and are
not part of, this Official Statement.
Certain statements included or incorporated by reference in this Official Statement constitute
"forward-looking statements." Such statements generally are identifiable by the terminology used, such
as "plan," "expect," "estimate," "project," "forecast," "budget" or other similar words. The achievement
of certain results or other expectations contained in such forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause actual results, performance or achievements
described to be materially different from any future results, performance or achievements expressed or
implied by such forward-looking statements. The Agency does not plan to issue any updates or revisions
to those forward-looking statements if or when its expectations or events, conditions or circumstances on
which such statements are based occur.
THE SERIES 20 I 5 BONDS HAVE NOT BEEN REGISTERED LINDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, NOR HAS THE RESOLUTION BEEN
QUALIFIED LINDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON
EXEMPTIONS CONTAINED IN SUCH ACTS. THE EXEMPTION OF THE SERIES 2OI5 BONDS
463
FROM REGISTRATION OR QUALIFICATION IN CERTAIN STATES CANNOT BE REGARDED ASA RECOMMENDATION THEREOF. IN MAKING AN INVESTMENT DECISION, INVESTORS
MUST RELY ON THEIR OWN EXAMINATION OF THE AGENCY AND THE TERMS OF THIS
OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. NEITHER THE SECURITIES AND
EXCHANGE COMMISSION NOR ANY OTHER FEDERAL, STATE OR GOVERNMENTAL ENTITY
OR AGENCY WIL HAVE PASSED UPON THE ACCURACY OR ADEQUACY OF THIS 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 LINDERWRITERS MAY OVERALLOT OR
EFFECT TRANSACTIONS WHICH STABiLZE OR MAINTAIN THE MARKET PRICE OF THE
SERIES 2015 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET, AND SUCH STABILTZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME. THE LINDERWRITERS 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 COVER PAGE OF THIS OFFICIAL STATEMENT, AND SUCH PI-IBLIC OFFERING
PRICES MAY BE CHANGED FROM TIME TO TIME BY THE LINDERWRITERS.
THIS OFFICIAL STATEMENT SHALL NOT CONSTITUTE A CONTRACT BETWEEN THE
AGENCY OR THE UNDERWRITERS AND ANY ONE OR MORE HOLDERS OF THE SERIES 2015
BONDS.
THIS OFFICIAL STATEMENT IS BEING PROVIDED TO PROSPECTIVE PURCHASERS
EITHER IN BOLTND PRINTED FORM ("ORIGINAL BOLTND 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 BOTIND FORMAT OR IF IT IS PRINTED IN FULL
DIRECTLY FROM SUCH V/EBSITE.
THIS PRELIMINARY OFFICIAL STATEMENT IS IN A FORM DEEMED FINAL BY THE
AGENCY FOR PURPOSES OF RULE 15c2-12 UNDER THE SECIIRITIES EXCI{ANGE ACT OF 1934,
AS AMENDED, EXCEPT FOR CERTAIN FINANCIAL INFORMATION PERMITTED TO BE
OMITTED PURSUANT TO RULE 1sc2-12(b)(t).
464
TABLE OF CONTENTS
Page
INTRODUCTION. I
PURPOSE OF THE ISSUE. 3
General. ....... 3
Plan of Refunding. 3
Series 2015 Redevelopment Project. 4
ESTIMATED SOURCES AND USES OF FL]NDS. 7
THE SERIES 2015 BONDS. 7
General. ....... 7
Redemption Provisions. 8
Book-Entry-Only System i0
SECURITY AND SOURCES OF PAYMENT. 12
PtedgedFunds. . .. ... . 12
Flowof Funds. ... .... 15
Debt Service Reserve Account. 17
Additional Bonds. 18
OtherObligations SecuredbyPledgedFunds. ....... 19
Limitedliability. .....20
Modifications or SupplementstoBondResolution... ....... 20
MUNICIPALBONDINSURANCE..... ......21
DEBT SERVICE SCHEDULE ... 22
THE AGENCY. .. .. ... . 22
General. .......22
Creation of Agency and Redevelopment Areas.. . . . . . 23
RDAlnterlocalAgreement.... ......24
Powers. .......26
EminentDomainlegislation. ........2'7
Personnel. .....28
TRUSTFLINDREVENUES .....31
HistoricalTrustFundRevenues. .....31
HistoricalDebtServiceCoverage. ....39
RISKFACTORS.. ......39
LimitedObligationofAgency. .......40
TaxlncrementFinancing ......40
PENSION AND OTHERPOST EMPLOYMENT BENEFITS. . . . ... . 42
DefinedBenefitPlans.. ....." 42
OtherPostEmploymentBenefits.. ....42
LEGALMATTERS. .."".43
LITIGATION..... ......44
ENFORCEABILITYOFREMEDIES... ...."".44
TAXMATTERS.. ....".45
Series20l5ABonds.. ........45
Series20l5BBonds. .." 45
CONTINUINGDISCLOSURE.. .......48
FINANCIALSTATEMENTS.... ......49
RATINGS. ......49
FINANCIALADVISOR. .....".50
t1l
465
LINDERWRITING..
VERIFICATION OF MATHEMATICAL COMPUTATIONS.
CONTINGENT FEES.
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS.
AUTHORTZATION CONCERNING OFFICIAL STATEMENT. . . .
CONCLUDING STATEMENT.
50
5l
51
52
52
52
APPENDICES
APPENDIX A
APPENDX B
APPENDIX C
APPENDIX D
APPENDIX E
APPENDX F
APPENDX G
[APPENDIX H
General Information and Economic Data Regarding the
CityofMiami Beach, FloridaandMiami-Dade County, Florida. . . . . . . . A-1
Excerpts frorn Comprehensive Annual Financial Report of the City of
Miami Beach, Florida for the Fiscal Year Ended September 30,2014. . . B-1
Financial Report of the Miami Beach Redevelopment Agency
(A ComponentUnit of the City of Miami Beach, Florida)
for the Fiscal Year Ended September 30,2014.. . . C-lTheBondResolution.. .... D-l
Proposed Form of Opinion of Bond Counsel. . . . . E-l
ProposedFormofOpinionofDisclosure Counsel.... .... F-l
Form of Disclosure Dissemination Agent Agreement. . . . G-l
Specimen Municipal Bond Insurance Policy. . . . . H-11
1V
466
OFFICIAL STATEMENT
relating to
$360,000,000*
MIAMI BEACH REDEVELOPMENT AGENCY
Tax Increment Revenue and Revenue
Refunding Bonds, Taxable Series 2015A
(City Center/Historic Convention Village)
Tax Increment Revenue and Revenue
Refunding Bonds, Series 20158
(City Center/Historic Convention Village)
INTRODUCTION
The purpose of this Official Statement, including the cover page and all appendices, is to set forth
certain information relating to the Miami Beach Redevelopment Agency (the "Agency") and the issuance
by the Agency of its $_* in aggregate principal amount of Tax Increment Revenue and Revenue
Refunding Bonds, Taxable Series 2015,A. (City Center/Historic Convention Village) (the "series 2015A
Bonds") and its $_* in aggregate principal amount of Tax Increment Revenue and Revenue
Refunding Bonds, Series 20158 (City Center/Flistoric Convention Village) (the "series 20158 Bonds" and,
collectivelywith the Series 2015A Bonds, the "Series 2015 Bonds"). The Series 2015 Bonds are being
issued pursuant to and under the authority of the Constitution and laws of the State of Florida (the
"State"), including particularly the Community Redevelopment Act of 1.969, as amended, being Chapter
163, Part III, Florida Statutes, as amended, and other applicable provisions of law (the "Act") and
Resolution No. _-2015 adopted by the Chairman and members of the Agency (collectively, the
"Commission") on October _, 2015 (the "Bond Resolution"). See "APPENDIX D - The Bond
Resolution."
Issuance of the Series 2015 Bonds has been approved by the Mayor and City Commission of the
City of Miami Beach, Florida (collectively, the "City Commission") by Resolution No. 2015--
adopted by the City Commission on October _,2015. Issuance of the Series 2015 Bonds was further
approved by the Agency pursuant to Resolution No. 607-2014 adopted by the Commission on November
19, 2014, by the City of Miami Beach, Florida (the "City") pursuant to Resolution No. 2014-28835
adopted by the City Commission on November 19, 2014 and by Miami-Dade County, Florida (the
"County") pursuant to Resolution No. R-l 1 10-14 adopted by the Board of County Commissioners of the
County on December 16, 2014, each authorizing the execution and delivery of the Third Amendment to
the Interlocal Cooperation Agreement dated January 20,2015 among the Agency, the City and the County.
See "THE AGENCY - RDA Interlocal Agreement" herein.
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.
To finance and refinance projects in the Redevelopment Area in accordance with the
Redevelopment PIan (as such terms are hereinafter defined), the Agency has heretofore issued multiple
series of Bonds pursuant to Resolution No. 150-94, adopted by the Commission on January 5, 1994, as
* Preliminary, subject to change.
467
supplemented (the "Prior Bond Resolution"). Frorn its prior issuances, the Agency has outstanding (i)
the $29, 105,000 Miami Beach Redevelopment Agency Tax Increment Revenue Bonds, Taxable Series
1998A (City Center/Historic Convention Village), which are currently outsranding in the aggregate
principal amount of $10,000,000 (the "Outstanding Series 1998A Bonds"); (ii) the $51,440,000 Miami
Beach Redevelopment Agency Tax Increment Revenue Refunding Bonds, Taxable Series 20054 (City
CenterAlistoric Convention Village), which are currently outstanding in the aggregate principal amount
of $27,815,000 (the "Outstanding Series 20054 Bonds"); and (iii) the $29,930,000 Miami Beach
Redevelopment Agency Tax Increment Revenue Refunding Bonds, Series 20058 (City Center/Historic
Convention Village), which are currently outstanding in the aggregate principal amount of $17,175,000
(the "Outstanding Series 2005B Bonds" and, together with the Outstanding Series 1998A Bonds and the
Outstanding Series 20054 Bonds, the "Outstanding Prior Bonds").
Proceeds of the Series 2015 Bonds will be used, together with certain other legally available
moneys of the Agency, to (i) refund all of the Outstanding Prior Bonds; (ii) make a deposit to the Debt
Service Reserve Account, including the cost of any Reserve Account Insurance Policy or Reserve Account
Letter of Credit determined by the Agency to be advisable, to satisfy the Reserve Account Requirement
relating to the Series 2015 Bonds (as such terms are defined in the Bond Resolution); (iii) finance certain
costs of acquiring and constructing renovations to the Convention Center and related improvements which
constitute a portion of the Series 2015 Redevelopment Project (as such terms are hereinafter defined); and
(iv) pay costs of issuance of the Series 2015 Bonds and refunding the Outstanding Prior Bonds, including
the premium for any municipal bond insurance policy that may be obtained in connection with the issuance
of the Series 2015 Bonds. See "PURPOSE OF THE ISSUE" herein.
The Series 2015 Bonds are solely payable from and secured by a pledge ofand first lien on the
Pledged Funds derived by the Agency from (i) Trust Fund Revenues (as described herein); and (ii) except
for moneys, securities and instruments in the Rebate Fund, all moneys, securities and instruments held in
the funds and accounts established under the Bond Resolution. Additional Bonds may be issued, on a
parity with the Series 2015 Bonds, upon satisfaction of the conditions described in the Bond Resolution.
See "SECURITY AND SOURCES OF PAYMENT Additional Bonds" herein. The Series 2015 Bonds
and any additional Bonds hereafter issued are collectively referred to herein as the "Bonds."
The Series 2015 Bonds shall not be and shall not be deemed to constitute a debt, liability or
obligation of the Agency, the City the County, the State or any political subdivision thereof within the
meaning of any constitutional, statutory or charter provisions or limitations, or a pledge of the faith and
credit of the Agency, the City, the County, the State or any political subdivision thereof but shall be
payable solely from the Pledged Funds, and the obligations evidenced thereby shall not constitute a lien
upon any properfy owned by or situated within the corporate territory of the Agency or the City, but shall
constitute a lien only on the Pledged Funds, all in the manner provided in the Bond Resolution. See
"SECURITY AND SOURCES OF PAYMENT - Limited Liability,,herein.
The Agency may elect to purchase a municipal bond insurance policy (the 'oBond fnsurance
Policy") to be delivered by a municipal bond insurance provider (the 'oBond Insurer") concurrently
with the delivery of the Series 2015 Bonds to guarantee timely payment of the principal of and
interest on the Series 2015 Bonds, or one or more maturities of the Series 2015 Bonds, and may elect
to satisfy the Reserve Account Requirement, or any portion thereof, upon issuance of the Series 2015
Bonds with a Reserve Account Insurance Policy or Reserve Account Letter of Credit.
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
468
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 Bond Resolution, and the information from various reports contained herein are not
comprehensive or de{initive. 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 Agency by contacting the Agency's Interim Chief Financial Officer, 1700 Convention
Center Drive, Miami Beach, Florida 33139, Telephone number: (305) 673-1466.
Capitalized terms used but not defined in this Official Statement shall have the meanings ascribed
to such terms in the Bond Resolution. See "APPENDIX D - The Bond Resolution."
PURPOSE OF THE ISSUE
General
The Series 2015A Bonds are being issued by the Agency for the purpose of providing funds that
will be used, together with certain other legally available moneys of the Agency, to (i) provide for the
advance refunding of ail of the Outstanding Series 1998A Bonds; (ii) provide for the current refunding
of all of the Outstanding Series 2005A Bonds; (iii) make a deposit to the Debt Service Reserve Account
(including the cost of any Reserve Account Insurance Policy or Reserve Account Letter of Credit
determined by the Agency to be advisable) to satis$r the Reserve Account Requirement reiating to the
Series 20154 Bonds; (iv) finance certain costs of acquiring and constructing renovations to the Miami
Beach Convention Center (the "Convention Center") and related improvements, as more particularly
described below in "PURPOSE OF THE ISSUE - Series 2015 Redevelopment Project" (collectively, the
"Series 2015 Redevelopment Project"); and (v) pay costs of issuance of the Series 2015A Bonds and
refunding the Outstanding Series 1998A Bonds and the Outstanding Series 2005A Bonds, including the
portion of the premium allocable to the Series 2015A Bonds for any municipal bond insurance policy that
may be obtained in connection with the issuance of the Series 2015 Bonds.
The proceeds of the Series 2015B Bonds will be used, together with certain other legally available
moneys of the Agency, to (i) provide for the current refunding of all of the Outstanding Series 20058
Bonds; (ii) make a deposit to the Debt Service Reserve Account (including the cost of any Reserve
Account lnsurance Policy or Reserve Account Letter of Credit determined by the Agency to be advisable)
to satisf,i the Reserve Account Requirement relating to the Series 20158 Bonds; (iii) finance certain costs
of acquiring and constructing public renovations to the Convention Center and related public improvements
which constitute aportion of the Series 2015 Redevelopment Project; and (iv) pay costs of issuance of
the Series 20158 Bonds and refunding the Outstanding Series 20058 Bonds, including the portion of the
premium allocable to the Series 20158 Bonds for any municipal bond insurance policy that may be
obtained in comection with the issuance of the Series 2015 Bonds.
Plan of Refunding
A portion of the proceeds of the Series 201 5.A. Bonds, together with certain other legally available
moneys of the Agency, will be used to provide for the advance refunding of the Outstanding Series 19984.
Bonds and for the current refunding of the Outstanding Series 20054 Bonds. A portion of the proceeds
of the Series 20158 Bonds, together with certain other legally available moneys of the Agency, will be
used to provide for the current refunding of the Outstanding Series 20058 Bonds. The Agency will call
all of the Outstanding Series 20054 Bonds and all of the Outstanding Series 20058 Bonds for redemption
on January _, 2016 at a redemption price equal to 100% of the outstanding principal amount of such
469
Bonds, without premium. The Outstanding Series 1998A Bonds are not subject to optional redemption.
Such Bonds shall be defeased upon issuance ofthe Series 2015A Bonds, as described herein.
To effect the advance refunding of the Outstanding Series 1 998A Bonds and the current refunding
of the Outstanding Series 20054 Bonds, the Agency will enter into an Escrow Deposit Agreement (the
"Taxable Bonds Escrow Agreement") on or prior to the delivery of the Series 2015A Bonds with U.S.
Bank National Association, Jacksonville, Florida (the "Escrow Agent"). Pursuant to the terms of the
Taxable Bonds Escrow Agreement, the Agency will deposit a portion of the proceeds of the Series 2015A
Bonds, together with other legally available moneys of the Agency, into an escrow deposit trust fund to
be maintained by the Escrow Agent (the "Taxable Bonds Escrow Deposit Trust Fund"). A portion of such
proceeds and moneys will be applied on the date of delivery of the Series 2015A Bonds to the purchase
of Government Obligations (as defined in the Taxable Bonds Escrow Agreement) maturing at such times
and in such amounts so that the maturing principal, together with the interest income thereon and cash held
uninvested in the Taxable Bonds Escrow Deposit Trust Fund, will be sufficient to pay the principal of and
interest due on (i) the Outstanding Series 19984 Bonds on their scheduled dates ioi payment, until final
maturity on December 1,2020, and (ii) the Outstanding Series 20054 Bonds to and including January
_,2076, on which date the outstanding Series 2005A Bonds will be redeemed.
To effect the current refunding of the Outstanding Series 20058 Bonds, the Agency will enter into
an Escrow Deposit Agreement (the "Tax-Exempt Bonds Escrow Agreement") on or prior to the delivery
of the Series 20158 Bonds with the Escrow Agent. Pursuant to the terms of the Tax-Exempt Bonds
Escrow Agreement, the Agency will deposit a portion of the proceeds of the Series 20 l58 Bonds, together
with other legally available moneys of the Agency, into an escrow deposit trust fund to be maintainea Uy
the Escrow Agent (the "Tax-Exempt Bonds Escrow Deposit Trust Fund"). A portion of such proceeds
and moneys will be applied on the date of delivery of the Series 20158 Bonds to the purchase of
Government Obligations (as defined in the Tax-Exempt Bonds Escrow Agreement) maturing at such times
and in such amounts so that the maturing principal, together with the interest income thereon and cash held
uninvested in the Tax-Exempt Bonds Escrow Deposit Trust Fund, will be sufficient to pay the principal
of and interest due on the Outstanding Series 20058 Bonds to and including January _ , 2016, on which
date the Outstanding Series 20058 Bonds will be redeemed.
Subsequent to the deposit of moneys into the Taxable Bonds Escrow Deposit Trust Fund and the
Tax-Exempt Bonds Escrow Deposit Trust Fund and the investment of such moneys as described in the
preceding paragraphs, all of the Outstanding Prior Bonds, in the opinion of Bond Counsel, rendered in
reliance upon schedules verified as to accuracy by Integrity Public Finance Consulting LLC, Jacksonville,
Florida (the "Verification Agent"), will no longer be Outstanding under the provisions of the prior Bond
Resolution. See "vERIFICATION oF MATHEMATICAL CoMpuTATIoNS,, herein.
The maturing principal of and interest on the Govemment Obligations and cash held uninvested
in the Taxable Bonds Escrow Deposit Trust Fund and the Tax-Exempt Bonds Escrow Deposit Trust Fund
will not be available to pay principal of and interest on the Series 2015 Bonds.
Series 2015 Redevelopment Project
Spanning four (4) city blocks and located in the heart of the South Beach area of the City, the
Convention Center currently accommodates meetings, conventions, trade shows and consumer shows. The
facility originally opened in 1957 and received a major expansion and renovation in 1989, doubling its
original size. Currently the Convention Center encompasses over 1,000,000 square feet of flexible space,
470
including; over 500,000 square feet ofexhibit space and over 100,000 square feet ofversatile, pre-function
area space. It currently has seventy (70) meeting rooms comprised of 127,000 square feet.
The Series 2015 Redevelopment Project includes a major renovation and expansion of the
Convention Center to transform the building to "Class A" standards, including Silver LEED certification
upgrades and enhanced technology. The design modifications will include reorientation of the exhibit
halls, facade upgrades, site improvements along the canal and roadways adjacent to the development, the
addition of a grand ballroom, junior ballrooms and meeting rooms. The newly renovated Convention
Center will be a L4 million square foot, state-of-the-art event facility, with new ballrooms, meeting rooms,
versatile indoor/outdoor public spaces and a new 5.8 acre public park containing a flexible lawn area, a
food pavilion and a public plazato honor the City's veterans. Such renovations and improvements related
to the Convention Center upgrade are currently scheduled to be completed during Fiscal Year 2018 at a
total cost of approximately $596 million, including the portion of $uch renovations and improvements
which constitute the Series 2015 Redevelopment Project.
The Series 2015 Redevelopment Project wiil consist of the Convention Center interior renovations,
which will include the redistributed division of the four (4) main exhibition hall spaces and the additional
programming of more flexible arrangements of private meeting rooms and additional indoor/outdoor
versatile exhibition spaces. Currently, the four (4) main exhibit halls are divided into quadrants, two (2)
accessible solely from Washington Avenue and the other two (2) accessible solely from Convention Center
Drive. The new Convention Center will reorient the halls in an East/West direction, with the primary
access from Convention Center Drive leading into a new grand, fully open, double story entry lobby.
Washington Avenue will serve as a secondary means of pedestrian entry.
The Series 2015 Redevelopment Project includes substantial improvements to the north of the
Convention Center. Above a new enclosed ground floor parking area that will be separately financed will
be a 60,000 square foot grand ballroom, offering vistas of the upgraded 21$ Street Park located along
Collins Canal, featuring the to-be-restored, historic Carl Fisher Clubhouse, the oldest public structure in
the City. ln addition, Convention Center Drive will become the main access point for vehicular access.
Modifications will include a new median along Convention Center Drive and 19ft Street, increasing the
attractiveness of the streetscape and creating a more sophisticated boulevard experience. The Canal
walkway will undergo a significant upgrade to create a more attractive northern portion of the Convention
Center properry.
The Series 2015 Redevelopment Project also includes the demolition of the existing recreation
center along Washington Avenue and replacement of an existing 800 vehicle surface parking lot with the
new, 5.8 acre urban park, dining pavilion and VeteransPlaza.
In addition to the renovations to the Convention Center and related improvements on the
Convention Center property described above, certain ancillary projects related to the Convention Center
improvements are also included in the Series 2015 Redevelopment Project. Set forth below is a brief
description of such ancillary projects and the estimated cost of each project.
$20,000,000 Lincoln Road improvements from Washington Avenue to Lenox Avenue
The project will consist of refurbishment of Lincoln Road pedestrian mall,
including new lighting, refurbishingpedestrian surfaces, street furnishings, healthy
tree fertilization systems, milling and resurfacing pavement surfaces and cross
walk enhancements.
471
$12,000,000 Improvements to lTth Street and connectors to Lincoln Roqd
The Project will consist of enhancement of pedestrian experience from the
Convention Center to Lincoln Road along Drexel Avenue, Pennsylvania Avenue
and Meridian Avenue, including new lighting, sidewalk and road reconstruction,
street furnishings, landscaping, healthy tree fertilization systems, irrigation and
cross walk enhancements.
$ 3,750,000 Bass Museum Interior Expansion Project
The project will consist of improvements to increase programmable space by
forty-seven percent (47 %).
The Commission may determine by resolution to undertake other capttal improvements to the
Convention Center property or related ancillary projects in addition to and/or in lieu of the improvements
or any portion of the improvements described above; provided, however, that such other capital
improvements are authorized under the Third Amendment to the Interlocal Cooperation Agreement dated
January 20,2015 among the Agency, the City and the County. See "THE AGENCY - RDA Interlocal
Agreement" herein.
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472
ESTIMATED SOURCES AND USES OF FTNDS
The following table sets forth the estimated sources and uses of funds in connection with the
issuance ofthe Series 2015 Bonds:
Sources of Funds
Series 2015,A. Series 20158
Bonds Bonds Total
Par Amount of Series 2015 Bonds
Net Original Issue Discount/Premium
Other Legally Available Money5(r)
Total Estimated Sources of Funds
Uses of Funds
Deposit to Taxable Bonds Escrow
Deposit Trust Fund(2)
Deposit to Tax-Exempt Bonds Escrow
Deposit Trust Fund(2)
Deposit to Series 2015 Construction Account(3)
Deposit to Debt Service Reserve Account
Cost of Issuance Deposit(a)
Underwriters' Discount
Total Estimated Uses of Funds
(l) Constitutes amount held in the funds and accounts under the Prior Bond Resolution for the benefit of the Outstanding Prior
Bonds.
(2) See "PURPOSE OF THE ISSUE - Plan of Retunding" herein.
(3) See "PURPOSE OF THE ISSUE - Series 2015 Redevelopment Project" herein.
(4) To pay certain costs of issuance of the Series 2015 Bonds, including, without limitation, printing costs, bond counsel fees,
disclosure counsel fees, fees ofthe financial advisor and any premium paid to the Bond Insurer for issuance ofthe Bond
Insurance Policy and the Reserve Account Insurance Policy or Reserve Account Letter of Credit.
DESCRIPTION OF THE SERIES 2015 BONDS
General
The Series 2015 Bonds will be dated the date of their delivery, will be issued in denominations
of $5,000 or integral multiples thereof and will bear interest at the rates and 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 on March 1,2016 and semiannually thereafter on each September 1 and March I until
maturity or earlier redemption. Such interest shall be calculated on the basis of a 360 day year consisting
of twelve 30-day months. The Agency has appointed U.S. Bank National Association, Jacksonville,
Florida, as the Paying Agent for the Series 2015 Bonds (the "Paying Agent") and as the registrar for the
Series 2015 Bonds (the "Registrar").
473
In any case where the maturity date of, or the date for the payment of the principal of or interest
on the Series 2015 Bonds, or the date fixed for redemption of any Series 2015 Bonds shall be a Saturday,
Sunday or a day on which any Paying Agent is required, or authorized or not prohibited, by law (including
executive orders) to close and is closed, then payment of such interest or principal need not be paid by
the Paying Agent on such date but may be paid on the next succeeding business day on which the Paying
Agent is open for business with the same force and effect as if paid on the date of maturity or date fixed
for redemption, and no interest shall accrue for the penod after such date of maturity or date fixed for
redemption.
The Series 2015 Bonds will be registered in the name of Cede & Co., as registered owner and
nominee of The Depository Trust Company, New York, New York ("DTC"). Purchases of beneficial
interests in the Series 2015 Bonds will be made in book-entry-only form, without certificates. Unless a
securities depository other than DTC is selected by the Agency, so long as the Series 2015 Bonds shall
be in book-entry-only form, the principal of and interest on the Series 20i5 Bonds will be payable to Cede
& Co. (or such other nominee selected by DTC), as registered owner thereof, and will be distributed by
DTC and the DTC Participants to the Beneficial Owners (as such terms are hereinafter defined). See
"DESCRIPTION oF THE SERIES 2015 BONDS - Book-Entry only System" herein.
Redemption Provisions
Optional Redemption
The Series 2015 Bonds maturing on or before March 1,20_are not subject to redemption prior
to maturity. The Series 2015 Bonds maturing on or after March 1,20_are subject to redemption prior
to maturity, at the option of the Agency, on or after 1,20- in whole or in part at any
time, in any order of maturity selected by the Agency and by lot or by such other manner as the Registrar
shall deem appropriate within a maturity, at a redemption price equal to one hundred percent (100%) of
the principal amount of the Series 20i5 Bonds to be redeemed, together with accrued interest to the date
fixed for redemption.
Mandatory Sinking Fund Redemption
The Series 2015 Bonds maturing on March 1,20- are subject to mandatory sinking fund
redemption in part prior to maturity, by lot or by such other manner as the Registrar shall deem
appropriate, through the application of Amortization Requirements, at a redemptionprice equal to one
hundred percent (100%) of the principal amount thereof, plus accrued interest to the redemption date, on
March 1 of each year in the following amounts and in the years specified:
Due
(March l)
*
Amortization
Requirement
$
x Final maturify.
Moneys in the Bond Redemption Account shall be used solely for the purchase, redemption or
payment at maturity of the Term Bonds payable therefrom at such times as the same are subject to
474
mandatory redemption or payment. However, the Agency may at any time use money held in the Bond
Redemption Account for the payment of Amortization Requirements to purchase any Series 2015 Bonds
that are Term Bonds at prices not greater than the then redemption price of said Term Bonds. If the Term
Bonds are not then redeemable, the Agency may purchase said Term Bonds at prices not greater than the
redemption price of such Term Bonds on the next ensuing redemption date. If, by the application of
moneys in the Bond Redemption Account, the Agency shall purchase or call for redemption in any year
Term Bonds in excess of the Amortization Requirements for such year, such excess of Term Bonds so
purchased or redeemed shall be credited in such manner and at such times as the Executive Director shall
determine over the remaining payment dates.
Notice of Redemption
Mailing of Notice of Redemption. Notice of redemption shall be given by deposit in the U.S.
mails of a copy of a redemption notice, postage prepaid, at least thirty (30) and not more than sixty (60)
days before the redemption date to all registered owners of the Series 20 I 5 Bonds or portions of the Series
2015 Bonds to be redeemed at their addresses as they appear on the registration books to be maintained
in accordance with the provisions of the Bond Resolution. Failure to mail any such notice to a registered
owner of a Series 2015 Bond, or any defect therein, shall not affect the validity of the proceedings for
redemption of any Series 201 5 Bond or portion thereof with respect to which no failure or defect occurred.
Such notice shall set forth the date fixed for redemption, the rate ofinterest borne by each Series
2015 Bond being redeemed, the date of publication, if any, of a notice of redemption, the name and
address of the Registrar and the Paying Agent, the redemption price to be paid and, if less than all of the
Series 2015 Bonds then Outstanding shall be called for redemption, the distinctive numbers and letters,
including CUSIP numbers, if any, of such Series 2015 Bonds to be redeemed and, in the case of Series
2015 Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. If
any Series 201 5 Bond is to be redeemed in part only, the notice of redemption which relates to such Series
201 5 Bond shall also state that on or after the redemption date, upon surrender of such Series 2015 Bond,
a new Series 2015 Bond or Series 2015 Bonds in a principal amount equal to the unredeemed portion of
such Series 2015 Bond will be issued. Any notice of redemption that is mailed in accordance with the
provisions of the Bond Resolution shall be conclusively presumed to have been duly given, whether or
not the owner of the Series 2015 Bond called for redemption receives such notice.
ln the case of an optional redemption of Series 2015 Bonds, the redemption notice may state that
(a) it is conditioned upon the deposit of moneys with the Paying Agent 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 Agency 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 Agency delivers a written direction to the Registrar directing the
Registrar to rescind the redemption notice. The Registrar shall give prompt notice of such rescission to
the affected Bondholders. Any Bonds subject to Conditional Redemption where redemption has been
rescinded shall remain Outstanding, and neither the rescission nor the failure by the Agency to make such
moneys available shall constitute a default under the Bond Resolution.
Effect of Redemptian. Notice having been given in the manner and under the conditions described
above, and with respect to a Conditional Redemption, the Conditional Redemption not having been
475
rescinded, the Series 2015 Bonds or portions of Series 2015 Bonds so called for redemption shall, on the
redemption date designated in such notice, become and be due and payable at the redemption price
provided for redemption of such Series 2015 Bonds or portions of Series 2015 Bonds on such date. On
the date so designated for redemption, moneys for payment of the redemption price being held in separate
accounts by the Paying Agent in trust for the registered owners of the Series 2015 Bonds or portions
thereof to be redeemed, all as provided in the Bond Resolution, interest on the Series 2015 Bonds or
portions of Series 201 5 Bonds so called for redemption shall cease to accrue, such Series 20 I 5 Bonds and
portions of Series 2015 Bonds shall cease to be entitled to any lien, benefit or security under the Bond
Resolution and shall be deemed paid thereunder, and the registered owners of such Series 2015 Bonds or
portions of Series 2015 Bonds shall have no right in respect thereof except to receive payment of the
redemption price thereof and to receive Series 20 1 5 Bonds for any unredeemed portions of the Series 20 1 5
Bonds.
Book-Entry-0nly System
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 fulIy-registered
Series 2015 Bond certificate will be issued for each maturity of the Series 2015 Bonds, as set forth on the
inside cover page of this Official Statement, each in the aggregate principal amount of such maturity, and
will be deposited with DTC.
DTC, the world's largest depository, is a limited-purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million
issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market
instruments from over one hundred (100) countries that its participants ("Direct Participants") deposit with
DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities
transactions in deposited securities, through electronic computerized book-entry transfers and pledges
between Direct Participants' accounts, thereby eliminating the need for physical movement of securities
certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, ffust
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,d1cq.cq14 and www.dtc.org.
Purchases of Series 2015 Bonds under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Series 2015 Bonds on DTC's records. The ownership
interest of each actual purchaser of each Series 2015 Bond ("Beneficial Owner") is in turn to be recorded
on the 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
l0
476
the transaction, as weil as periodic statements of their hoidings, 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
Beneficiai 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 lndirect Participants, and by DTC Participants to Beneficial Owners, will be governed by
arrangements among them, subject to any statutory or regulatory requirements as may be in effect from
time to time. Beneficial Owners of the Series 2015 Bonds may wish to take certain steps to augment the
transmission to them of notices of significant events with respect to the Series 2015 Bonds, such as
redemptions, 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 alternative, Beneficial Owners may wish to provide their names and addresses to the Registrar and
request that copies of notices are provided directly to them.
Redemption notices shall be sent by the 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.
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 Agency 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
Agency or the Paying Agent on the payable date in accordance with their respective holdings shown on
DTC's records. Payments by DTC Parlicipants 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, its nominee, the Paying Agent or the Agency, 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 Agency
or the Paying Agent, disbursement of such payments to Direct Participants shall be the responsibility of
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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
behaif of such Beneficial Owners for such purposes. When notices are given, they shall be sent by the
Agency only to DTC.
DTC may discontinue providing its services as securities depository with respect to the Series 201 5
Bonds at any time by giving reasonable notice to the Agency or the Paying Agent. Under such
circumstances, in the event that a successor securities depository is not obtained, bond certificates
representing the Series 2015 Bonds are required to be printed and delivered. The Agency may decide to
discontinue use ofthe system ofbook-entry transfers through DTC (or a successor securities depository).
ln that event, bond certificates representing the Series 2015 Bonds will be printed and delivered.
Thereafter, Series 2015 Bond certificates may be transferred and exchanged as described in the Bond
Resolution. See "APPENDIX D - The Bond Resolution."
SO LONG AS CEDE & CO., AS NOMINEE FOR DTC, IS THE SOLE REGISTERED
OWNER OF TIIE SERIES 2015 BONDS, THE AGENCY, THE REGISTRARAND THE PAYING
AGENT SHALL TREAT CEDE & CO. AS THE ONLY OWNER OF THE SERIES 2015 BONDS
FOR ALL PURPOSES UNDER THE BOND RESOLUTION, INCLUDING RECEIPT OF ALL
PRINCIPAL OF AND INTEREST ON THE SERIES 2015 BONDS, RECEIPT OF NOTICES,
VOTING AND REQUESTING OR DIRECTING TIIE AGENCY, THE REGISTRAR AND TITE
PAYING AGENT TO TAKE OR NOT TO TAKE, OR CONSENTING TO, CERTAIN ACTIONS
IINDER THE BOND RESOLUTION. THE AGENCY, TIIE REGISTRAR AND THE PAYING
AGENT HAVE NO RESPONSIBILITY OR OBLIGATION TO THE DTC PARTICIPANTS OR
THE BENEFICIAL OWNERS WITH RESPECT TO (A) THE ACCURACY OF ANY RECORDS
MAINTAINED BY DTC OR ANY DTC PARTICIPANT; (B) THE PAYMENT BY ANY DTC
PARTICIPANT OF ANY AMOTINT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF TIIE
PRINCIPAL OF AND INTEREST ON THE SERIES 2015 BONDS; (C) TIIE DELIVERY OR
TIMELINESS OF DELIVERY BY ANY DTC PARTICIPANT OF ANY NOTICE TO ANY
BENEFICIAL OWNERWHICIIIS REQUIRED ORPERMITTED UNDERTHE TERMS OF TIIE
BOND RESOLUTION TO BE GMN TO BONDHOLDERS; OR (D) OTHER ACTION TAKEN
BY DTC OR CEDE & CO., AS THE REGISTERED OWNER OF THE SERIES 2015 BONDS.
The information in this section concerning DTC and DTC's book-entry system has been obtained
from sources that the Agency believes to be reliable, but the Agency and the Underwriters take no
responsibility for the accuracy of such information.
SECURITY AND SOURCES OF PAYMENT
Pledged Funds
The payment of the principal of, redemption premium, if any, and interest on all Bonds are secured
equally and ratably by a first lien on and pledge of the Pledged Funds, which consist of (i) the Trust Fund
Revenues and (ii) except for moneys, securities and instruments in the Rebate Fund, all moneys, securities
and instruments held in the funds and accounts established under the Bond Resolution. "Trust Fund
Revenues" means the revenues derived from the Redevelopment Area and received by the Agency for
deposit into the Trust Fund pursuant to Section 163.387, Florida Statutes, as amended, and Ordinances of
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the City and the County establishing the Trust Fund and providing for the deposit therein of tax increment
revenues from each "taxing authority," in accordance with the provisions of the Act. Pursuant to such
provisions of the Act and Ordinances of the City and the County, as of the issuance of the Series 2015
Bonds, "taxing authority" shall mean the City and the County. See "THE AGENCY - Creation of Agency
and Redevelopment Areas" herein.
"Redevelopment Area" means the "City Center/Ilistoric Convention Village Redevelopment and
Revitalization Area" located within the City and found by the City to be a "blighted area" within the
meaning of the Act and as described in the Redevelopment Plan, as the geographic boundaries of such area
may be changed from time to time, as permitted under the Act. See "THE AGENCY - Creation of Agency
and Redevelopment Areas" herein.
Trust Fand. In accordance with Section 163.387 of the Act, annual funding of the Trust Fund
must be in an amount not less than that increment in the income, proceeds, revenues and funds of each
taxing authority derived from or held in connection with the undertaking or carrying out of the
Redevelopment Plan. The increment is an amount equal to ninety-five percent (95%) of the difference
between:
(i) The amount of ad valorem taxes levied each year by each taxing authority,
exclusive of any amount from any debt service millage, on taxable real property contained within
the geographic boundaries of the Redevelopment Area; and
(ii) The amount of ad valorem taxes which would have been produced by the rate
upon which the tax is levied each year by or for each taxing authority, exclusive of any debt
service millage, upon the total of the assessed value of the taxable real property in the
Redevelopment Area, as shown on the most recent assessment roll used in connection with the
taxation of such properfy by each taxing authority prior to the effective date of the ordinance
establishing the Trust Fund (the "Base Year"). The Base Year for the Redevelopment Area is
1992.
Each taxing authority must, by January I of each year, appropriate to the Trust Fund for so long
as any Bonds are Outstanding a sum which is no less than the increment defined in the Act accruing to
such taxing authority. Any taxing authority that does not pay the increment to the Trust Fund by January
I must pay an amount equal to five percent (5%) of the amount of the increment and must pay interest
on the amount of the increment equal to one percent (1%) for each month the increment is outstanding;
provided, however, that the Agency may waive such penalty payments in whole or in part.
The increment is used to measure the amount of the contribution which must be appropriated and
contributed by each taxing authority that is required to make payments. The taxing authorities are not
required and cannot be compelled to levy ad valorem taxes to generate any such increment to make such
payments. The statutory obligation of a taxing authority to make the required payments to a community
redevelopment trust fund continues for so long as a community redevelopment agency has indebtedness
outstanding pledging tax increment revenues to the payment thereof, but not to exceed thirty (30) fiscal
years from the date tax increment revenues were first deposited into the redevelopment trust fund or the
fiscal year in which the redevelopment plan is subsequently amended and in no event later than sixty (60)
years after the fiscal year in which the redevelopment plan was initially approved or adopted.
Additionally, the obligation of the governing body which established a community redevelopment agency
to fund the community redevelopment trust fund annually continues until all loans, advances and
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indebtedness, if any, and interest thereon, of a community redevelopment agency incurred as a result of
redevelopment in a community redevelopment area have been paid.
The original Redevelopment Plan was adopted by the Agency and approved by the City on
February 12,1993 and by the County on March 30, 1993. The Redevelopment Plan has been amended
by the Agency since its original adoption. The Redevelopment Plan was most recently amended on
November 19, 2014 to, among other things, extend the time period for the existence of the Agency from
the Fiscal Year ending September 30, 2023 to the earlier of (i) the date no indebtedness pledging tax
increment revenues of the Agency remains outstanding or (ii) March 30, 2044. Such amendment was
approved by the Agency and the City on November 19,2014 and by the County on December 14,2074.
See "THE AGENCY - Creation of Agency and Redevelopment Areas and - RDA Interlocal Agreement"
herein-
Exemptions from Trust Fund. Notwithstanding the foregoing description of the requirements
imposed on each taxing authority to deposit tax increment revenues into the Trust Fund, Section
163.387(2)(c) of the Act exempts frompayment of the tax increment described above the following:
(i) A special district that levies ad valorem taxes on taxable real property in more
than one county;
(ii) A special district for which, at the time the ordinance providing for the funding
of the redevelopment trust fund is adopted, the sole available source of revenue such district has
the authority to levy is ad valorem taxes; or any revenues or aid of such special district that may
be dispensed or appropriated to a mosquito control district at the discretion of an entity other than
such district;
(iii) A library district, unless the community redevelopment agency had validated bonds
as of April 30,1984;
(iv) A neighborhood improvement district created by the laws of the State under the
Safe Neighborhoods Act;
(") A metropolitan transportation authority; or
(vi) A water management district created under Section373.069, Florida Statutes.
None of the taxing authorities of the Agency are exempt from the payment of tax increment
pursuant to Section 163.387(2)(c) of the Act.
In addition to the exemptions provided in Section 163.387(2)(c) of the Act, Section 163.387(2Xd)
of the Act provides that the City may exempt from payment of the tax increment described above special
districts that levy ad valorem taxes within the community redevelopment area of the Agency, either in the
City's sole discretion or in response to a request from a special district. The Agency has entered into
several lnterlocal Agreements relating to the use of Trust Fund Revenues. The most recent of such
agreements is the Third Amendment to the Interlocal Cooperation Agreement dated January 20, 2015 (the
"Third Amendment") among the Agency, the City and the County. The three (3) taxing authorities in the
Redevelopment Area are the City, the County and The Children's Trust. However, pursuant to the terms
of the Third Amendment, upon the refunding of all of the Outstanding Prior Bonds, The Children's Trust
shall become exempt from the requirement to deposit tax increment revenues into the Trust Fund. As a
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480
result of the Third Amendment, upon issuance of the Series 20i5 Bonds, The Children's Trust shall
constitute a taxing authority that shall be exempt pursuant to Section 163.387(2Xd) of the Act.
Each of the other provisions under the Third Amendment which have an impact on Trust Fund
Revenues are obligations that are subordinate to the requirement to make deposits into the funds and
accounts under the Bond Resolution to satisfy the Debt Service Requirement and the Reserve Account
Requirement. See "SECURITY AND SOURCES OF PAYMENT - Flow of Funds" herein.
Flow of Funds
Creation of Funds and Accounls. Pursuant to the Act, the City and the County created the Trust
Fund and established the Redevelopment Area. See "THE AGENCY - Creation of Agency and
Redevelopment Areas" herein. The Bond Resolution created the "Miami Beach Redevelopment Agency
Sinking Fund (City CenterAlistoric Convention Village)" (the "sinking Fund") and established four (4)
separate accounts therein for the benefit of the Holders of all Outstanding Bonds. The accounts created
in the Sinking Fund are the "Interest Account," the "Principal Account," the "Bond Redemption Account"
and the "Debt Service Reserve Account."
The Bond Resolution also created the "Miami Beach Redevelopment Agency Rebate Fund (City
Center/flistoric Convention Village)" (the "Rebate Fund"), which fund shall be maintained by the Agency
separate and apart from all other funds and accounts of the Agency and which fund shall not be subject
to the lien of the Bond Resolution in favor of Holders of the Bonds. The Agency shall deposit pledged
Funds into the Rebate Fund in the amounts required to be paid to the United States of America to satisfy
the arbitrage rebate covenants made by the Agency in connection with the issuance of Tax-Exempt Bonds.
In addition, the Bond Resolution created the "Miami Beach Redevelopment Agency Construction
Fund (Ciry Center,rllistoric Convention Village)" (the "Construction Fund"). Separate accounts within the
Construction Fund shall be created for the deposit of proceeds of each Series of Bonds and other available
moneys to fund Redevelopment Projects being funded from proceeds of such Series of Bonds and other
available moneys. Proceeds and other moneys on deposit in the Construction Fund shall be disbursed by
the Agency to pay costs of the Redevelopment Project for which the applicable Series of Bonds was
issued. If for any reason moneys in the Construction Fund, or any part thereol including any investment
earnings on deposit therein, are not necessary for, or are not applied to the purposes provided for the
applicable Series ofBonds, then such unappliedproceeds, upon certification ofa duly authorized official
of the Agency that such surplus proceeds are not needed for such pu{poses, shall be applied to the
redemption or purchase or payment of principal of Outstanding Bonds.
Each of the funds and accounts created in the Bond Resolution shall be held and administered by
the Agency. Such funds and accounts shall constitute trust funds (except for the Rebate Fund) held solely
for the purposes provided in the Bond Resolution.
Deposit and Use of Trust Fund Revenaes. As soon as the same are received by the Agency, all
Trust Fund Revenues shall be deposited into the Trust Fund. The Trust Fund shall constitute a trust fund
for the purposes provided in the Bond Resolution, shall be held by the Agency and shall be maintained
separate and distinct from all other funds of the Agency and used only for the purposes and in the manner
provided in the Bond Resolution and the Act.
In each Fiscal Year, all Trust Fund Revenues deposited in the Trust Fund during such Fiscal Year
shall be disposed of by the Agency only in the following manner:
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(1) Trust Fund Revenues shall first be used, to the fuil extent required, for deposit
into the lnterest Account in the Sinking Fund, immediately upon receipt of such Trust Fund
Revenues, of such sums as shall be sufficient to pay the interest becoming due on the Bonds
during the current calendar year (or if such Trust Fund Revenues are deposited in the Trust Fund
during the first quarter of such Fiscal Year, to pay the interest becoming due on the Bonds through
the end of the next succeeding calendar year); provided, however, that such deposit for interest
shall not be required to be made into the Interest Account to the extent that money on deposit
therein is sufficient for such purpose.
The Agency shall, on the business day prior to each Interest Payment Date,
transfer to the Paying Agent moneys in an amount equal to the interest due on such lnterest
Payment Date or shall advise the Paying Agent of the amount of any deficiency in the amount on
deposit in the Interest Account so that the Paying Agent may give appropriate notice required to
provide for the payment of such deficiency from any Reserve Account Insurance Policy or Reserve
Account Letter of Credit on deposit in the Debt Service Reserve Account.
(2) (a) Trust Fund Revenues shall next be used, to the full extent required, for
deposit into the Principal Account in the Sinking Fund, immediately upon receipt of such Trust
Fund Revenues, of such sums as shall be sufficient to pay the principal amount of Serial Bonds
which will mature during the current calendar year (or if such Trust Fund Revenues are deposited
in the Trust Fund during the first quarter of such Fiscal Year, to pay the principal amount of Seria1
Bonds which will mature through the end of the next succeeding calendar year); provided,
however, that such deposit for principal shall not be required to be made into the Principal
Account to the extent that money on deposit therein is sufficient for such purpose.
The Agency shall, on the business day prior to each principal payment date,
transfer to the Paying Agent moneys in an amount equal to the principal due on such principal
payment date or shall advise the Paying Agent of the amount of any deficiency in the amount on
deposit in the Principal Account so that the Paying Agent may give appropriate notice required
to provide for the payment of such deficiency from any Reserve Account lnsurance Policy or
Reserve Account Letter of Credit on deposit in the Debt Service Reserve Account.
(b) Trust Fund Revenues shall next be used, to the full extent required, for
deposit into the Bond Redemption Account in the Sinking Fund, immediately upon receipt of such
Trust Fund Revenues, of such Amortization Requirements as may be required for the payment of
the Term Bonds payable from the Bond Redemption Account during the current calendar year (or
if such Trust Fund Revenues are deposited in the Trust Fund during the first quarter of such Fiscal
Year, for the payment of the Term Bonds payable from the Bond Redemption Account through
the end ofthe next succeeding calendar year).
(3) Trust Fund Revenues shall next be used, to the fuIl extent required, for deposit
into the Debt Service Reserve Account, immediately upon receipt of such Trust Fund Revenues,
of the difference between the amount on deposit in the Debt Service Reserve Account (including
any Reserve Account Insurance Policy or Reserve Account Letter of Credit) and the Reserve
Account Requirement for the Bonds Outstanding, and, provided further, that no payments shall
be required to be made into the Debt Service Reserve Account whenever and as long as the
amount deposited therein (including any Reserve Account Insurance Policy or Reserve Account
Letter of Credit) shall be equal to the Reserve Account Requirement for the Bonds Outstanding.
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482
(4) Trust Fund Revenues shall next be used for the payment of any subordinated
obligations issued by the Agency under the Bond Resolution, which subordinate obligations shall
have such lien on the Trust Fund Revenues as the Agency shall determine in the proceedings
authorizing the issuance of such subordinated obligations.
(5) Thereafter, the balance of any Trust Fund Revenues remaining in the Trust Fund
shall, subject to the requirement to deposit moneys into the Rebate Fund, be used by the Agency
for any lawful purposes, including payment ofany fees and expenses ofthe Fiduciaries; provided,
however, that none of such Trust Fund Revenues shall ever be used for the purposes provided in
this paragraph (5) unless all payments required in paragraphs (1) through (4) above, including any
deficiencies for prior payments and any amounts due to the issuer of any Reserve Account
Insurance Policy or Reserve Account Letter of Credit, have been made in full to the date of such
use.
Notwithstanding anything in the preceding paragraphs (1) and (2) to the contrary, failure to make
the scheduled payments specified therein shall not constitute a breach of the Agency's obligations under
the Bond Resolution so long as, on the date that any interest or principal payment is due on the Bonds,
monies sufficient to make such payment are on deposit in the lnterest Account, Principal Account or the
Bond Redemption Account, as the case may be. ln addition, if any amount applied to the payment of
principal of, premium, if any, and interest on the Bonds that would have been paid from an account in the
Sinking Fund, is paid instead under a Credit Facility, amounts deposited in such relevant account may be
paid, to the extent required, to the issuer of the Credit Facility having therefore made said corresponding
payment.
Debt Service Reserve Account
The Bond Resolution established the Debt Service Reserve Account for the benefit of the Bonds
and requires that the amount held therein equal the Reserve Account Requirement. "Reserve Account
Requirement" means the least of (i) the Maximum Annual Debt Service on all Bonds Outstanding, (ii)
125% of the Average Annual Debt Service on all Bonds Outstanding, or (iii) 10% of the proceeds of the
Bonds within the meaning of the Code.
Moneys in the Debt Service Reserve Account shall be used only for the purpose of making
payments of principal of and interest on the Bonds when the moneys in the Funds and Accounts held
pursuant to the Bond Resolution and available for such purpose are insufficient therefor. Any moneys in
ih. p"bt Service Reserve Account in excess of the Reserve Account Requirement for the Bonds
Outstanding may, in the discretion of the Agency, be transferred to and deposited in the Interest Account,
the Principal Account or the Bond Redemption Account as the Agency at its option may determine'
Notwithstanding the foregoing provisions, in lieu of or in substitute for the required deposits
(including existing deposits therein) into the Debt Service Reserve Account, the Agency may cause to be
deposited into the Debt Service Reserve Account a Reserve Account lnsurance Policy or a Reserve
Account Letter of Credit for the benefit of the Holders of the Bonds Outstanding, which Reserve Account
Insurance Policy or Reserve Account Letter of Credit shall be payable or available to be drawn upon, as
the case may be (upon the giving of notice as required thereunder), on any Interest Payment Date on which
a deficiency exists which cannot be cured by moneys in any other Fund or Account held pursuant to the
Bond Resolution and available for such purpose.
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If any such Reserve Account Insurance Policy or Reserve Account Letter of Credit is substituted
for moneys on deposit in the Debt Service Reserve Account, the excess moneys in the Debt Service
Reserve Account shall be transferred to and deposited in the Interest Account, the Principal Account or
the Bond Redemption Account as the Agency at its option may determine. If a disbursement is made
under the Reserve Account Insurance Policy or the Reserve Account Letter of Credit, the Agency shall
be obligated to either reinstate the maximum limits of such Reserve Account Insurance Policy or Reserye
Account Letter of Credit following such disbursement or to deposit into the Debt Service Reserve Account
from the Trust Fund Revenues funds in the amount of the disbursements made under such Reserve
Account Insurance Policy or Reserve Account Letter of Credit, or a combination of such alternatives as
shall equal the Reserve Account Requirement for the Bonds Outstanding.
In the event that upon the occurrence of any deficiency in the lnterest Account, the Principal
Account or the Bond Redemption Account, the Debt Service Reserve Account is then funded with one or
more Reserve Account Insurance Policies and,lor Reserve Account Letters of Credit, the Agency or the
Paying Agent, as applicable, shall, on an interest or principal payment date or mandatory redemption date
to which such deficiency relates, draw upon or cause to be paid under such facilities, on a pro-rata basis
thereunder, an amount sufficient to remedy such deficiency, in accordance with the terms and provisions
of such facilities and any corresponding reimbursement or other agreement governing such facilities;
provided however, that if at the time of such deficiency the Debt Service Reserve Account is only partially
funded with one or more Reserve Account Insurance Policies and/or Reserve Account Letters of Credit,
prior to drawing on such facilities or causing payments to be made thereunder, the Agency shall first apply
any cash and securities on deposit in the Debt Service Reserve Account to remedy the deficiency and, if
after such application a deficiency still exists, the Agency or the Paying Agent, as applicable, shall make
up the balance of the deficiency by drawing on such facilities or causing payments to be made thereunder.
Amounts drawn or paid under a Reserve Account lnsurance Policy or Reserve Account Letter of
Credit shall be applied only for the purpose of making payments of principal of and interest on the Bonds
when the moneys in the Funds and Accounts held pursuant to the Bond Resolution and available for such
purpose are insufficient therefor. Any amounts drawn or paid under a Reserve Account lnsurance Policy
or Reserve Account Letter of Credit shall be reimbursed to the issuer thereof in accordance with the terms
and provisions of the reimbursement or other agreement governing such facility.
[The Agency will, on the date of issuance of the Series 2015 Bonds, deposit into the Reserve
Account from proceeds of the Series 2015 Bonds an amount equal to the Reserve Account Requirement
for the Series 2015 Bonds or, in lieu of such a deposit or any portion thereof, wili deposit a Reserve
Account Insurance Policy and/or Reserve Account Letter of Credit.l
Additional Bonds
Pursuant to the Bond Resolution, no additional Bonds, payable out of the Pledged Funds,
including, without limitation, Trust Fund Revenues, on a parity with the Series 2015 Bonds shall be issued
unless certain conditions set forth in the Bond Resolution are met, including:
(i) The Agency must be current in all deposits and payments required under the Bond
Resolution and the Agency must be currently in compliance with the covenants and provisions of
the Bond Resolution and any supplemental resolution hereafter adopted for the issuance of
additional parity Bonds, unless upon the issuance of such additional parity Bonds the Agency will
be in compliance with all such covenants and provisions,
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(iD The aggregate of the Trust Fund Revenues (not including any portion thereof
which may be attributable to investment earnings) received by the Agency during the immediateiy
preceding Fiscal Year were at least equal to one hundred fifty percent (150%) of the Maximum
Annual Debt Service on (a) the Bonds originally issued pursuant to the Bond Resolution and then
Outstanding, (b) any additional parity Bonds theretofore issued and then Outstanding, and (c) the
additional parity Bonds then proposed to be issued.
The Agency need not comply with the requirement described in subparagraph (ii) above in the
issuance of additional parity Bonds if and to the extent the Bonds to be issued are refunding Bonds
delivered in lieu of or in substitution for Bonds originally issued under the Bond Resolution or previously
issued additional parity Bonds, if the Agency shall cause to be delivered a certificate of the Executive
Director of the Agency setting forth (1) the Maximum Annual Debt Service (a) with respect to the Bonds
of all Series Outstanding immediately prior to the date of authentication and delivery of such refunding
Bonds, and (b) with respect to the Bonds of all Series to be Outstanding immediately thereafter, and (2)
that the Maximum Annual Debt Service set forth pursuant to (b) above is no greater than that set forth
pursuant to (a) above.
The term "additional parity Bonds" shall be deemed to mean additional obligations evidenced by
Bonds issued under the provisions and within the limitations set forth in the Bond Resolution, as generally
described herein, to finance Redevelopment Projects payable from the Pledged Funds on a parity with
Bonds originally authorized and issued pursuant to the Bond Resolution. Such Bonds shall be deemed
to have been issued pursuant to the Bond Resolution the same as the Bonds originally authorized and
issued pursuant to the Bond Resolution and all of the covenants and other provisions of the Bond
Resolution (except as to details of such Bonds evidencing such additional parity obligations inconsistent
therewith) shall be for the equal benefit, protection and security of the Holders of any Bonds originally
authorized and issued pursuant to the Bond Resolution and the Holders of any Bonds evidencing additional
obligations subsequently issued within the limitations of and in compliance with the provisions herein
describing the issuance of additional parity Bonds. All of such Bonds, regardless of the time or times of
their issuance, shall rank equally with respect to their lien on the Pledged Funds and their sources and
security for payment therefrom, without preference of any Bonds over any other Bonds.
The term "additional parity Bonds" shall not be deemed to include bonds, notes, certificates or
other obligations subsequently issued in accordance with the Bond Resolution, the lien of which on the
Pledged Funds is subject to the prior and superior lien on the Pledged Funds of the Bonds. The Agency
has covenanted in the Bond Resolution that it shall not issue any obligations whatsoever payable from the
Pledged Funds which rank prior to or equally as to lien and source and security for their payment from
the Pledged Funds with the Bonds, except in the manner and under the conditions provided in the Bond
Resolution for the issuance of additional parity Bonds or pursuant to the provisions of the Bond Resolution
relating to the issuance of other obligations thereunder.
Also, see "THE AGENCY - RDA Interlocal Agreement" for a description of certain additional
restrictions relating to the issuance of additional parity Bonds.
Other Obligations Secured by Pledged Funds
Except upon the conditions and in the manner provided in the Bond Resolution, the Agency has
covenanted that it will not issue any other obligations payable from the Pledged Funds, nor voluntarily
create or cause to be created any debt, lien, pledge, assignment, encumbrance or any other charge having
priority to or being on a parity with the lien of the Bonds on the Pledged Funds; provided, however, that
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the Agency may (i) enter into agreements with issuers of Credit Facilities which involve liens on the
Pledged Funds on a parity with that of the Series of Bonds or portion thereof which is supported by such
Credit Facilities solely with respect to any reimbursement obligations due such issuers which evidence
amounts equal to the scheduled statedprincipal (including, without limitation, Amortization Requirements)
and interest due on the Series of Bonds or portion thereof which is supported by such Credit Facilities.
Any other obligations, in addition to the Bonds authorized by the Bond Resolution or additional parity
Bonds issued under the terms, restrictions and conditions contained in the Bond Resolution, and
obligations to issuers ofCredit Facilities as described above, shall provide that such obligations arejunior,
inferior and subordinate in all respects to the Bonds issued pursuant to the Bond Resolution as to lien on
and source and security for payment from the Pledged Funds and in all other respects. However, nothing
in the Bond Resolution shall be deemed to prohibit the Agency from entering into currency swaps or other
arrangements for hedging interest rates on any indebtedness.
Also, see "THE AGENCY - RDA Interlocal Agreement" for a description of certain additional
restrictions relating to the issuance of obligations payable from the Pledged Funds.
Limited Liability
The Series 2015 Bonds shall not be and shall not be deemed to constitute a debt, Iiability or
obligation of the Agency, the City, the County, the State or any political subdivision thereof within the
meaning of any constitutional, statutory or charter provisions or limitations, or a pledge of the faith and
credit of the Agency, the City, the County, the State or any political subdivision thereof, but shall be
payable solely from the Pledged Funds. No Holder or Holders of any Series 2015 Bonds shall ever have
the right to compel the exercise of the ad valorem taxing power of the City, the County, the State or any
political subdivision thereof, or taxation in any form of any real or personal property therein, or the
application of any funds of the Agency, the City, the County, the State or any political subdivision thereof
to pay the Series 2015 Bonds or the interest thereon or the making of any sinking fund or reserve
payments provided for in the Bond Resolution, other than the Pledged Funds. The Series 2015 Bonds and
the obligations evidenced thereby shall not constitute a lien upon any property owned by or siluated within
the corporate territory of the Agency or the City, but shall constitute a lien only on the Pledged Funds,
to the extent, in the manner, and with the priority of application provided in the Bond Resolution. See
"APPENDIX D - The Bond Resolution."
Modifications or Supplements to Bond Resolution
No adverse material modification or amendment may be made to the Bond Resolution without the
consent in writing of (a) the Holders of more than fifty percent (50%) in aggregate principal amount of
the Bonds then Outstanding or (b) in case less than all of the several Series of Bonds then Outstanding
are affected by the modification or amendment, the Holders of more than fifty percent (50%) in aggregate
principal amount of the Bonds of each Series so affected and Outstanding at the time such consent is
given. However, no modification or amendment shall permit (i) a change in the maturity of any of the
Bonds or a reduction in the rate of interest thereon, (ii) a change in the promise of the Agency to pay the
principal of and interest on any Bonds, as the same mature or become due, from the Pledged Funds, or
(iii) a reduction in the required percentage of Holders of the Bonds, as described above, for modifications
or amendments, without the consent of all of the Holders of the Bonds outstanding.
For the purpose of Bondholders' voting rights or consents authorized by the Bond Resolution, the
consent of the Holders of any additional Series of 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
20
486
amendment effected by such supplemental resolution is disclosed in the official statement or other offering
document pursuant to which such additional Series of Bonds is offered and sold to the public.
In addition, for purposes of providing the written consent of the Holders of any Series of Bonds
to any supplemental resolution modi$zing or amending any term or provision of the Bond Resolution, to
the extent any Series of Bonds is secured by a Credit Facility, the consent of the issuer the Credit Facility
for such Series of Bonds shall constitute the consent of the Holders of such Bonds.
Notwithstanding the foregoing, the Agency may, from time to time, without the consent of the
Holders of any Series of Bonds, amend, change, modiSr or alter the Bond Resolution for any of the
specifically authorized reasons set forth in Sections 601(a) through (h) of the Bond Resolution. See
"APPENDX D - The Bond Resolution."
MT]NICIPAL BOND INSURANCE
TO COME, IF NEEDED
IREMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
2t
487
DEBT SERVICE SCHEDULE
The following table sets forth the Debt Service Requirement
2015 Bonds.
for each Fiscal Year for the Series
Total
Outstanding
Bonds
Series 20 I 5A Bonds Series 20158 BondsFiscal
Year
2016
2017
201 8
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
204t
2042
2043
2044
Total
Principal Interest
$$
Principal Interest
$$$
Total
$
Total
$: $: $- $:
THE AGENCY
s_$_
General
The Agency is a public body corporate and politic, and a public instrumentality, created by the
City in 1976 pursuant to the Act in order to pursue a program of community redevelopment within
designated portions of the City, as permitted by the Act. The primary objective of the Agency is to
formulate and implement a workable program for utilizing appropriate private and public resources to
eliminate and prevent the development and spread of blighted conditions in the designated redevelopment
areas.
22
488
The funding required to accomplish the objectives of the Agency may involve a variety of sources,
but emphasis for such funding is placed primarily on tax increment revenue financings. Tax increment
revenue financing provides a mechanism for tax revenues generated by properties within sium and blighted
areas to effectively pay for redevelopment in the area, without reducing the amount of tax revenues
received by taxing authorities in the area when the redevelopment trust fund is created. See "SECURITY
AND SOURCES OF PAYMENT - Pledged Funds" herein.
Creation of Agency and Redevelopment Areas
On January 26, 1993, the Board of County Commissioners of Miami-Dade County, Florida (the
"County Commission") adopted Resolution No. R-14-93, which among other things (i) found the area in
the City bounded on the East by the Atlantic Ocean, on the North by 24th Street, on the West by West
Avenue and on the South by 14th Lane (the "Redevelopment Area") to be a "blighted area," within the
meaning of Section 163.340(8) of the Act, (ii) determined that the Redevelopment Area was in need of
rehabilitation, conservation, redevelopment, or a combination of such activities and (iii) delegated to the
City, pursuant to Section 163.410 of the Act, the power to (a) make findings and determine the
Redevelopment Area to be a slum and/or blighted area, (b) make findings of necessity as to the
rehabilitation, conservation, and/or redevelopment of the Redevelopment Area, (c) create a community
redevelopment agency and delegate powers to the agency, or declare itself as the agency with the power
to exercise such powers assigned to the agency, and (d) initiate, prepare and adopt a plan of redevelopment
and any amendments thereto, subject to the review and approval of the County Commission.
In response to the findings in Resolution No. R-14-93, on February 3, 1993 the City Commission
adopted Resolution No. 93-20709, which among other things (i) declared the Redevelopment Area, known
as the "City Center/llistoric Convention Village Redevelopment and Revitalization Area," to be a "blighted
area," (ii) determined that the Redevelopment Area was in need of rehabilitation, conservation,
redevelopment, or a combination of such activities, (iii) declared that the City's existing community
redevelopment agency would serve as the community redevelopment agency for the Redevelopment Area,
with all of the powers permitted a community redevelopment agency under the Act, and with the City
Commission serving as the members of the Agency, and (iv) directed the initiation, preparation and
adoption of a redevelopment plan for the Redevelopment Area. On February 3, 1993, the Agency adopted
Resolution No. 126-93 accepting the findings and delegations of the City in Resolution No. 93-20709.
As directed, the Agency caused the Redevelopment Plan to be prepared. The Redevelopment Plan
provided for initiatives and objectives to revitalize the area surrounding the Convention Center and Lincoln
Road and foster the development of a convention hotel and necessary linkages to the Convention Center.
Pursuant to Resolution No. 93-2072 adopted by the City Commission on February 12, 1993, the City
approved the Redeveiopment Plan and directed its implementation. The Redevelopment Plan and the
Interlocal Cooperation Agreement between the City and the County, dated and executed on November 16,
1993 (the "RDA lnterlocal Agreement") providing for certain responsibilities related to operations in the
Redevelopment Area, were approved by the County pursuant to Resolution No. R-317-93 adopted by the
County Commission on March 30, 1993.
ln accordance with Section 163.387 of the Act, on February 24,1993 the City Commission enacted
Ordinance No. 93-2836 to create the Trust Fund. On April 27, 1993 the County Commission enacted
Ordinance No. 93-28 approving the creation of the Trust Fund. Ordinance No. 93-2836 was amended by
the City Commission's enactment of Ordinance No. 2014-3901 on November 8,2074 and Ordinance No.
93-28 was amended by the County Commission's enactment of Ordinance No. l4-133 on December 16,
20i4 Such amending Ordinances approved on behalf of the City and the County, respectively, amendments
z-)
489
to the Trust Fund to provide for (i) extension of the Trust Fund to the earlier of March 31,2044 or the
date the Agency lndebtedness is no longer outstanding and (ii) exemption of The Children's Trust from
the obligation to deposit tax increment into the Trust Fund upon the earlier of March 31,2023 or the date
the Outstanding Prior Bonds are no longer outstanding.
The Redevelopment Area is located partly within and partly adjacent to the City's Art Deco
District, and covers approximately fifty (50) city blocks, containing approximately three hundred thirty-t'wo
(332) acres of land, [of which approximately twenty-nine percent (29%) is currently occupied by public
space and approximately seventy-one percent (71%) by private use.l The Redevelopment Area includes
the Lincoln Road Mall, the Convention Center, the Fillmore Miami Beach at the Jackie Gleason Theater,
the Loews Miami Beach Hotel, the Royal Palm Crowne Plaza Resort Hotel and the Collins Park Cultural
Center.
The Redevelopment Area is the second area within the City to be designated for redevelopment
by the Agency. The first of such areas included the redevelopment of South Shore, which is the area of
the City South of Sixth Street. Such redevelopment area is known as the South Pointe Redevelopment
District. As of September 30, 2005, the South Pointe Redevelopment District ceased to be a
redevelopment area of the Agency.
RDA Interlocal Agreement
To provide for responsibilities and operations of the Agency and certain uses of Trust Fund
Revenues, the City and the County have entered into various agreements, including amendments to the
RDA Interlocal Agreement. The most recent of such agreements is the Third Amendment entered into
by the Agency, the City and the County, which became effective on January 20,2015. Among other
things, the Third Amendment provided for the following:
(l) approval for the issuance of tax increment revenue bonds bythe Agency in one
or more series in an aggregate principal amount not to exceed $430 million, maturing not later
than March 37, 2044, for the purpose of:
(a) refunding all of the Outstanding Prior Bonds (see "PIIRPOSE OF THE
ISSUE - PIan of Refunding" herein);
(b) providing approximately $275 million of proceeds to fund a portion of the
estimated $582 million of the cost of the design, development and construction of
renovations to the Convention Center (see "PURPOSE OF THE ISSUE - Series 2015
Redevelopment Proj ect" herein) ;
(c) providing approximately $36 million of proceeds to fund the estimated
cost of the design, development and construction of certain ancillary projects related to
the renovations to be provided to the Convention Center (see "PURPOSE OF THE ISSUE
- Series 2015 Redevelopment Project" herein); and
(d) paying all costs of issuance and debt service reserves associated with the
Series 2015 Bonds (see "ESTIMATED SOURCES AND USES OF FLINDS" herein);
(2) extension of the period of time taxing authorities are required to deposit tax
increment revenues into the Trust Fund pursuant to the Act to the earlier of March 31,2044 or
,,1
^
490
the date when all indebtedness secured by Trust Fund Revenues (hereinafter referred to as
"Agency lndebtedness") is no longer outstanding;
(3) after issuance of the Series 2015 Bonds, no additional Agency Indebtedness will
be issued unless and until such issuance has been authorized by the County Commission;
(4) upon the earlier of March 31,2023 or payment or defeasance of all of the
Outstanding Prior Bonds, The Children's Trust shall become exempt from the requirement to
deposit tax increment revenues into the Trust Fund (see "SECURITY AND SOURCES OF
PAYMENT - Pledged Funds - Exemptions from Trust Fund" herein);
(5) after the Outstanding Prior Bonds have been refunded or are no longer outstanding
(see "PI-IRPOSE OF THE ISSUE - Plan of Refunding" herein), Trust Fund Revenues shall be
distributed annually only as provided in the Third Amendment and in the following order of
priority:
(a) to pay debt service, reserve deposits and other costs and obligations
associated with the 2015 Bonds and any other Agency lndebtedness; (see "SECURITY
AND SOURCES OF PAYMENT - Flow of Funds" herein);
(b) to remit to the City an operation and maintenance subsidy, to be used
solely to fund operating and maintenance costs of the Convention Center, in an amount
which shall equal $l million, beginning in the Fiscal Year ending September 30, 2018,
increasing by $750,000 annually to equal $4 million in the Fiscal Year ending September
30,2022 through the Fiscal Year ending September 30,2025, and thereafter (until the
earlier of the termination or expiration of the obligation to deposit Trust Fund Revenues
or the date that the Convention Center is no longer in operation as a publicly owned
convention center), the prior year's annual subsidy for such purpose, adjusted by the lesser
of the consumer price index for the Miami urban area or four percent (4%r),which amount
may be reduced in any year by the amount of convention development tax revenue
received by the Agency or the City from the County for the purpose of funding operating
and maintenance costs of the Convention Center;
(c) to grant to the County by March 31 of each year (beginning in the Fiscal
Year ending September 30,2024 and ending on the earlier of March 31,2044 or the date
when all Agency Indebtedness is no longer outstanding), an amount equal to the County's
proportionate share (based on the Trust Fund Revenues paid by the County divided by the
total amount of Trust Fund Revenues deposited) of the total payments expended by the
Agency in the prior fiscal year for Administration, Community Policing, and Capital
Project Maintenance (as defined in the Third Amendment);
(d) to pay expenses of the Agency for Administration, Community Policing,
and Capital Project Maintenance up to $11.721 million for the Fiscal Year ended
September 30,2015 and thereafter, up to an amount which shall not exceed the prior
Fiscal Year's distribution for such expenses, adjusted by the lesser of the consumer price
index for the Miami urban area or three percent (3%), plus an annual administrative fee
(i) to the City of one and on-half percent (1 .5%) of Trust Fund Revenues paid by the City
for such Fiscal Year and (ii) to the County of one and on-half percent (1.5%) of Trust
Fund Revenues paid by the County for such Fiscal Year;
25
491
(e) to reimburse the City for the Bass Museum and Lincoln Road prior project
costs of $1,286,464.26 for the Fiscal Year ending September 30,2016; and
(0 within ninety (90) days of the end of each Fiscal Year, ending on the
earlier of March 31,2023 or the termination or expiration of the obligation of taxing
authorities to deposit tax increment revenues into the Trust Fund, deposit any
unencumbered money held in the Trust Fund and all available revenues remaining after
distribution of Trust Fund Revenues in the order, priority and amounts set forth in the
immediately preceding subparagraphs (a) through (e), into a fund to be used to finance
any shortfalls associated with the payment of the expenses described in subparagraph (d)
of this Section (provided, however, that the deposit into the fund described in this
subparagraph (f) shall only be made if it will not negatively affect the exclusion from
gross income, for federal income tax purposes of interest on any tax-exempt Agency
Indebtedness), with any amount remaining after payment of the expenses described in
subparagraph (d) of this Section being used (beginning in the Fiscal Year ending
September 30,2024) to extinguish Agency lndebtedness prior to maturity, to the extent
such Agency lndebtedness is subject to prepayment or redemption prior to maturily at
such time or, if such Agency Indebtedness is not then subject to prepayment or
redemption prior to maturity, to establish an escrow for the prepayment or redemption
prior to maturity of such Agency Indebtedness at such time as the Agency Indebtedness
is subject to prepayment or redemption prior to maturity (provided, however, that such
escrow shall only be established if it will not negatively affect the exclusion from gross
income, for federal tax purposes, of interest on any tax-exempt Agency lndebtedness; and,
provided further that, if the Agency lndebtedness is not subject to repayment or
redemption prior to maturity, and an escrow cannot be established, then the Agency shall
distribute annually any revenues remaining on deposit in the Trust Fund after the
distributions descnbed in the immediately preceding subparagraphs (a) through (e), to the
taxing authorities in the proportionate amount that the Trust Fund Revenues for such
Fiscal Year were deposited into the Trust Fund; and
(6) the County Commission shall appoint, in its sole and absolute discretion, the
member of the County Commission that represents District 5 to serve as one of the members of
the Agency.
On November 19,2014, the Commission adopted Resolution No. 607-2014 approving execution
and delivery by the Agency of the Third Amendment and the City Commission adopted Resolution No.
2014-28835 approving execution and delivery by the City of the Third Amendment. On December 16,
2014 the County Commission adopted Resolution No. R-11 10-14 approving execution and delivery by the
County of the Third Amendment. Such Resolutions also approved amendments to the Redevelopment Plan
on behalf of the Agency, the City and the County, respectively, to extend the Redevelopment Plan until
the earlier of March 31,2044 or the date the Agency lndebtedness is no longer outstanding.
Powers
Pursuant to the Act, the Agency possesses certain powers that are necessary or convenient to carry
out and effectuate redevelopment within its redevelopment areas, including, without limitation, the power:
26
492
(i) to acquire, dispose of, mortgage, pledge or otherwise encumber real property,
subject to the iimitation that the acquisition of such property must be by purchase, lease, option,
gift, grant, bequest, devise or other voluntary method of acquisition;
(ii) to demolish or remove buildings or improvements or to carry out plans for the
voluntary or compulsory repair or rehabilitation of buildings or improvements;
(iii) to install, construct or reconstruct streets, utilities, parks, playgrounds or other
improvements necessary for carrying out the community redevelopment objectives of the Agency;
(iv) to provide, arrange or contract for the furnishing of services, privileges, works,
streets, roads, public utilities or other facilities in connection with community redevelopment;
(v) to borrow or invest money or to accept advances, loans, grants, contributions or
other forms of financial assistance and to give such security as may be required therewith; and
(ui) to prepare plans for and assist in the relocation of persons or entities displaced
from the community redevelopment area and to make relocation payments to such persons or
entities.
Eminent Domain Legislation
During the 2006 legislative session, the State legislature enacted Chapter 2006-11, Laws of
Florida, among other things, which places certain limitations on the eminent domain power of
governmental entities and agencies in the State. Specifically, Chapter 2006-11:
(i) revised the Act to prohibit deiegation of the power of eminent domain from
counties and municipalities to community redevelopment agencies;
(ii) revised the Act to establish that the prevention or elimination of a slum or blighted
area, as defined in the Act, and the preservation or enhancement of the tax base are not public
uses or purposes for which private property may be taken by eminent domain;
(iii) created Section 73.013, Florida Statutes, to provide that the power of eminent
domain may not be exercised in the State to convey ownership or control of such property to any
nafural person or private entity unless such property (a) will be limited to certain specifically
enumerated purely public uses, such as providing: (l) common carrier services or systems, (2) road
or other right-of-way access to the public for transportation, (3) public or private utility services
or systems like electricity, natural gas, water and sewer or telephone, or (4) public infrastructure
or an incidental part of a properry or facility that provides goods or services to the public, or (b)
is the subject of a competitive bidding process, after notice to the public and certain rights have
been granted to the person or entity owning the property prior to the institution of the eminent
domain proceedings; and
(i") created Section 73.014, Florida Statutes, to provide that the power of eminent
domain may not be exercised to take private property for purpose of abating or eliminating a
public nuisance or any slum or blight condition.
27
493
Personnel
Originally created in 1976, the Agency was reorganized in 1983. Since its reorganization, the
members of the City Commission have constituted the members of the Agency. Pursuant to the Third
Amendment, the District 5 member of the County Commission also serves as a member of the Agency.
In addition, the Mayor serves as the Chairman of the Agency, with the Vice Mayor serving as the Vice
Chairman, the City Manager serves as the Executive Director of the Agency, with the Assistant City
Manager in charge of Housing and Community Development serving as the Assistant Executive Director,
the City's Chief Financial Officer serves as the Chief Financial Officer of the Agency, the City Attorney
serves as the General Counsel of the Agency and the Clerk of the City serves as the Secretary of the
Agency.
Set forth below is a list which contains the current members of the Agency and the expiration of
their respective terms of office:
Miami Beach Redevelopment Agency
Aqency Members
Philip Levine, Chairman
Edward L. Tobin, Vice Chairman
Michael Grieco
Joy Malakoff
Micky Steinberg
Deede Weithorn
Jonah Wolfson
Bruno A. Barreirox
Date Term Ends
November 2015
November 2015
November 2017
November 2017
November 2017
November 2015
November 2015
November 2016
* Serves as the District 5 member of the County Commission. Pursuant to the terms of the Third
Amendment, such member of the Counly Commission also serves as a member of the Agency.
The next general election of the City will be held on November 3, 2015. The Mayor is running
against a single opponent in the upcoming election, as are two (2) of the three (3) City Commissioners.
No City Commissioner whose term is expiring in November 2015 is running for reelection. In addition,
if noone running for the seat that has more than two (2) candidates on the ballot receives more than fifty
percent (50%) of the votes cast in the general election, a run-off election will be held to determine the
winner of that race. If required, the run-off election will be held on November 17,2075. The results of
the election are expected to be certified by the current Mayor and City Commission in a meeting to be
held sometime after the general election or, if a run-off election is held, after the run-off election. The
current Mayor and City Commission are expected to serve until newly eiected members have been seated.
The Executive Director serves as the chief operating officer of the Agency, responsible for, among
other things, the day-to-day administrative activities of the Agency, effectuation of its policies and
programs and all other activities of the Agency. [Pursuant to an Interlocal Agreement entered into on
by and between the City and the Agency, the City has agreed to make staff members
available to provide to the Agency, as needed, general administrative and coordination services,
28
494
engineering services, financing services and pianning services, and the Agency has agreed to pay the City
for the services provided by City employees.l
On September 10, 2015 the Chief Financial Officer of the Agency and the Assistant Finance
Director for the City resigned from their respective positions. The Chief Financial Officer had served in
her position for eighteen (18) years and the Assistant Finance Director had been an employee of the City
for seventeen (17) years. No explanations were provided by either employee in connection with the
submittal of their resignations. However, the City Manager has stated that his decision to accept their
resignations had nothing to do with the performance of the City's Finance Department nor the financial
status of the City. Each position has been filled by the City Manager's appointment of experienced City
employees who will serve in the position of Interim Chief Financial Officer and Interim Assistant Finance
Director, respectively, until permanent replacements are selected.
Set forth below is a description of certain management officials of the City who are responsible
for the day-to-day operation of the Agency:
Jimmy L. Morales, Esq., Executive Director. Mr. Morales became the Executive Director of
the Agency when he was appointed City Manager for the City of Miami Beach, Florida in April 2013.
Prior to accepting his position as City Manager, Mr. Morales was a shareholder and member of the Board
of Directors of the law firm, Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. from 2000-2013.
Mr Morales also served as City Attorney for the City of Doral, Florida from 2009-2013 and as City
Attorney for the City of Marathon, Florida from 2005-2009. In addition, Mr. Morales served as a member
of the Board of County Commissioners of Miami-Dade County, Florida from1996-2004. He has received
numerous professional awards, honors and recognitions, including the Greater Miami Chamber of
Commerce Bill Colson Leadership Award for Outstanding Leadership and Superior Ability in 2000, the
SAVE Dade Champion of Equality award in2006, and induction into the Miami Beach High School Hall
of Fame in2004. He was selected as one of the Top Lawyers in South Florida by the Sottth Florida Legal
Guide in2008-2009 and2011 and as one of the Florida Super Lawyers in 2006-2010. Mr. Morales
received his Bachelor of Arts, Magna Cum Laude, from Harvard University and his Juris Doctorate,
Magna Cum Laude, from Harvard Law School.
John Woodruff, Interim Chief Financial Officer. Mr. Woodruff became the lnterim Chief
Financial Officer of the Agency when he was appointed lnterim Chief Financial Officer for the City of
Miami Beach, Florida in September 2015. Prior to accepting his position as lnterim Chief Financial
Officer, Mr. Woodruff served as Director of the Office of Budget and Performance Improvement for the
City from June 2013 to September 2015. Prior to joining the City, Mr. Woodruff served as co-owner of
Panama Realtor Property Management Services from August 2012 to June 2013. He also served in various
capacities for Pinellas County, Florida, including serving as Director of the Pinellas County Office of
Management and Budget from April 2007 to July 2012 and as a Manager in such office from April2002
to April 2007 . Pior to employment in Florida, Mr. Woodruff served in various positions for the City of
San Antonio, Texas, including serving as a Senior Budget and Management Analyst in the Office of
Management and Budget for the City of San Antonio from February 2000 to April 2002 and as a Budget
and Management Analyst in such office from January 1998 to February 2000. He also intemed with the
U.S. Department of Commerce, the Intemational Affairs Department for the City of San Antonio and the
Mayor's Office for the City of San Antonio. Mr. Woodruff received a Masters in Business
Administration, in International Business, from the University of Texas at San Antonio and a Bachelor
of Arts in History from the University of Texas at Austin.
29
495
Kathie G. Brooks, Assistant Executive Director. Ms. Brooks became the Assistant Executive
Director of the Agency when he was appointed the Assistant City Manager in charge of the department
responsible for community development within the City. Ms. Brooks was appointed Assistant City
Manager of the City of Miami Beach, Florida in April 2013. She also served the City as its interim City
Manager from July 2012 to April 2013 . Prior to accepting her position in the office of the City Manager,
Ms. Brooks served as the City's Budget and Performance Improvement Director from 2004-2012. Pior
to joining the City, Ms. Brooks served in various capacities and senior level positions for Miami-Dade
County, Florida for two decades, including in the Miami-Dade County Budget Department from 2003-
2004, the Miami-Dade County Manager's Office of Performance lmprovement from 2001-2003, the
Miami-Dade County Solid Waste Department from 1989-2001 and in the Miami-Dade County Transit
Department from 1984-1989. Prior to her service in government, Ms. Brooks was a transportation planner
for the firm of Schimpeler Corradino and Associates from 1980-1983. Ms. Brooks received her Bachelor
and Master of Arts in Geography from the University of Miami.
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30
496
TRUST FUND REVENUES
[THIS SECTION WILL BE UPDATED UPON RECEIPT OF ADDITIONAL INFORMATION]
Ilistorical Trust Fund Revenues
Upon issuance of the Series 2015 Bonds, the City and the County are the only two (2) taxing
authorities that shall be required to make payments of tax increment into the Trust Fund. The Children's
Trust is the other taxing authority that would be required under the Act to make payments of tax increment
into the Trust Fund. However, The Children's Trust shall be exempt from such requirement upon issuance
of the Series 2015 Bonds. See "THE AGENCY - Creation of Agency and Redevelopment Areas and -
RDA Interlocal Agreement" herein.
Set forth below is a table that shows the Trust Fund Revenues collected from the City and the
County for the past ten (10) years. For more detailed information relating to the City and the County, see
"APPENDIX A - General lnformation and Economic Data Regarding the City of Miami Beach, Florida
and Miami-Dade County, Florida."
Historical Trust Fund Revenues
Tax Roll Fiscal
Year Year
As of Ended City of
January 1 September 30 Miami Beach
200s 2006 $
2006 2007
2007 2008
2008 2009
2009 2010
2010 20tt
20tt 2012
2012 2013
2013 2014
2014 2015
Source: City of Miami Beach Finance Department.
Miami-Dade
County
$
Percentage
Increase or
Decrease
Over
Prior Year
o//o
Dollar
Increase or
Decrease
Over
Prior Year
$
Total
IREMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
3l
497
Set forth below is a table that shows the assessed value of the taxable real property in
Redevelopment Area that provided the basis for the amount of Trust Fund Revenues collected from
City and the County for the past ten (10) years.
Historical City Center/Historic Convention Village
Real Property Assessed Values
the
the
Tax Roll
Year
As of
January 1
2005
2006
2007
2008
2009
2010
2011
2012
20r3
2014
Fiscal
Year
Ended
September 30
2006
2007
2008
2009
2010
20tt
2012
2013
20t4
2015
A
Final
Gross
Taxable
Value
Percentage
Increase or
Decrease
Over
Prior Year
B
Base
Year
Taxable
Value(r)
$292,572,271
292,572,271
292,572,271
292,572,271
292,572,271
292,572,271
292,572,271
292,572,271
292,572,2',71
292,572,271
=A-B
Incremental
Value (2)
Percentage
lncrease or
Decrease
Over
Prior Year
Dollar
Increase or
Decrease
Over
Prior Year
$o/oo//o
Source: City of Miami Beach Finance Department.
( I ) Represents taxable value of real property in the Redevelopment Area for the tax roll year as of January I, 7992, Fiscal Year
ended September 30, 1993. See "SECURITY AND SOIIRCES OF PAYMENT - Pledged Funds - Trust Fund" herein.(2) Incremental Value equals the Final Gross Taxable Value minus the Base Year Taxable Value.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
32
498
Set forth below is a table that shows the taxable value of all new construction in the
Redevelopment Area for the past five (5) years. The taxable value set forth in the table below was
included in the final gross taxable value used in each year to determine the amount of Trust Fund
Revenues collected from the city and the county for deposit into the Trust Fund.
Ilistorical City Center/Historic Convention Village
New Construction Taxable Values
Tax Roll Fiscal New Construction
Year Year lncrease or
As of Ended (Decrease) in
January 1 September 30 Taxable Value
2010 201r
2011 2012
2012 2013
2013 2014
2014 20ls
Source: Ciry of Miami Beach Finance Department.
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33
499
Set forth below is a table that shows the top ten (10) principal taxpayers in the Redevelopment
Area for Fiscal Year 2014, the taxable vaiue attributable to such taxpayers, the percentage of such value
to the gross taxable value of all taxable properly in the Redevelopment Area and the type of property use
attributed to each taxpayer.
City Center/Historic Convention Village
Principal Taxpayers
Name of Taxpaver Use of Property
Taxable
Value
$
Percentage of
Fiscal Year
2014 Gross
Taxable Value
o//tl
TOTAL
Source: City of Miami Beach Finance Department and the Miami-Dade County Property Appraiser's Offrce.
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o/-/o:
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500
Set forth below is a table that shows the top ten
Redevelopment Area for Fiscal Year 2074, based on the
the percentage of the taxable value of such property or
taxable property in the Redevelopment Area and the
development.
(10) properties or developments located in the
taxable value of such property or development,
deveiopment to the gross taxable value of all
fype of use attributed to each properfy or
Name of Development
City Center/Historic Convention Village
Principal Developments
Use of Property
Taxable
Value (r)
$
Percentage of
Fiscal Year
2014 Gross
Taxable Value
%
TOTAL 7o
Source: Cify of Miami Beach Finance Department and the Miami-Dade County Property Appraiser's Office.
(l) Taxable value represents the value for the entire development and not the taxable value attributable to any
individual taxpayer (e.g., taxable value for condominiums is for entire complex, not any individual
condominium owner or group of owners).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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501
Set forth below is a table that shows the operating millage rates levied during the past ten (10)
years by the City and the County in the Redevelopment Area.
Historical Millage Rates
Tax Roll
Year as of
January I
2005
2006
2001
2008
2009
201 0
2011
2012
2013
2014
Fiscal
Year Ended
September 30
2006
2007
2008
2009
20r0
2011
2012
2013
2014
20t5
City of
Miami Beach
7.4810
7.3740
5.6555
5.6555
5.6555
6.2155
6.1 655
6.0909
5.8634
Miami-Dade
Countv
5.8350
4.5615
4.5796
4.8379
4.8379
5.4275
4.8050
4.703s
4.7035
Source: City of Miami Beach Finance Department.
Set forth on the following page is a table that
expenditures for the Redevelopment Area, the amount
such amounts for the past five (5) Fiscal Years.
reflects the historical statement of revenues and
held in the Trust Fund and the annual changes in
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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502
City Center/Historic Convention Village
Statement of Revenues, Expenditures and Changes in Fund Balances
Revenues
Tax Increment
City of Miami Beach
Miami-Dade County
Total Tax Increment
Miscellaneous
Resort Tax(r)
Rents and Leases
Interest
Other Miscellaneous Revenues
Total Miscellaneous
Total Revenues
Expenditures
Debt Service(2)
Debt Service Coverage
Operations
General Government
Public Safety
Economic Environment
Transportation
Culrural and Recreation
Capital Outlay
Total Operations
Total Expenditures
Sale of Capital Assets
Transfers In
Transfers Out
Net Change in Fund Balances
Fund Balances - Beginning
Fund Balances Ending
For the Fiscal Year Ended September 30,
2010 2011 20t2 2013 2014
$$$$$
$_s_$$
Source: City of Miami Beach Finance Department.
)t
503
Footnotes below provided for table on immediately preceding page.
(1) Footnote to be added.
(2) Represents the Debt Service Requirement on the Outstanding Prior Bonds. See "INTRODUCTION,'and
"PLAN OF REFLINDING" herein.
Set forth below is a table that shows the rate of growth of taxable values and tax increment in City
CenterAlistoric Convention Village for the past five (5) Fiscal years.
City Center/Historic Convention Village
Tax Increment Revenues and Growth
For lhe Fiscal Year Ended September 30.
2010 2011 2rl2 2013 2014
Increase (Decrease) in Existing Value % % % % %
Existing Value
New Construction
Final Gross Taxable Value
Base Year Taxable Value
lncremental Taxable Value
(292.s7 2.27 1) (292.s7 2.27 t\ (292.57 2.27 1) (292,57 2.27 1\ (292,57 2 "27 t)
$_$$_$$
City of Miami Beach*
Millage Rate (City) 5,6555 6.2155 6.1655 6.0909 6.8634
GrosslncrementalRevenue $ $ $ $ $
Statutory Reduction (5.0%) (5.0%) (5.0%) (5.0%\ (5.0%\
City Tax Incremental Revenue
Miami-Dade County*
Millage Rate (county) 4.8379 5.4275 4.8050 4.7035 4.7035
Gross Incremental Revenue
Statutory Reduction (5.0%) (5.0%) (S.O%\ (5.0%) (5.0%)
County Tax Incremental Revenue
Total Tax Incremental Revenue $_ $$_$$_
Source: City of Miami Beach Finance Department.
* See "SECURITY AND SOURCES OF PAYMENT - Pledged Funds" for a description of the requirements imposed
on each taxing authority for the determination of tax increment revenues.
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504
Historical Debt Service Coverage.
Set forth below is a table that shows the Trust Fund Revenues, debt service on the Outstanding
Prior Bonds and the debt service coverage provided by the Trust Fund Revenues generated for the past
five (5) Fiscal Years.
Trust Fund Revenues,
Debt Service on Bonds and Debt Service Coverage
Fiscal
Year
2010
2011
2012
2013
2014
Trust Fund
Revenues
$
Debt Service on
Outstanding
Prior Bonds
$8,393,267
8,393,254
8,393,916
8,397,766
8,403,739
Debt Service
Coverage on
Outstanding
Prior Bonds
x
Maximum
Annual Debt
Service on Series
2015 Bonds(t)
s23,748,2s0
23,748,250
23,749,250
23,748,259
23,748,250
Coverage on
MaximumAnnual
Debt Service
for Series 2015
Bonds(r)
Source: City of Miami Beach Finance Department.
(1) Represents the Maximum Annual Debt Service on the Series 2015 Bonds, assuming an aggregate principal
amount of $358,495,000, a final maturity of March 1,2044, and a true interest cost of 4.319%. The assumed
Maximum Annual Debt Service on the Series 2015 Bonds is included solely for purposes of showing the
amount ofcoverage that would have been available ifthe Series 2015 Bonds had been issued prior to Fiscal
Year 2010. The assumed Maximum Annual Debt Service on the Series 2015 Bonds occurs in Fiscal years
2025 and2028. All amounts are preliminary, subject to change.
RISK FACTORS
The following discussion provides information relating to certain risks that could affect payments
of the principal of, redemption premium, if any, and interest on the Bonds. The order in which the
following information is presented is not intended to reflect the relative importance of the risks discussed.
The following information is not, and is not intended to be, exhaustive and should be read in conjunction
with all of the other sections of this Official Statement, including its appendices. prospective purchasers
of the Series 2015 Bonds should analyze carefully the information contained in this Official Statement,
including its appendices (and including the additional information contained in the form of the complete
documents referenced or summarized herein), for a more complete description of the investment
considerations relevant to purchasing the Series 2015 Bonds. Copies of any documents referenced or
summarized in this Official Statement are available from the Agency or the City. See "INTRODUCTION,'
herein.
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505
Limited Obligation of Agency
Paymentfrom Pledged Funds Only. The ability of the Agency to make timely payments of the
principal of, redemption premium, if any, and interest on the Bonds depends upon the ability of the
Agency to collect Trust Fund Revenues which, together with earnings thereon and on amounts held in the
funds and accounts created under the Bond Resolution, will be adequate to make such payments. The
Bonds are not general obligations supported by the fulI faith and credit of the City, the Agency, the
County or the State or any political subdivision ofthe foregoing, but are payable solely from the Pledged
Funds. Neither the State, the County or the City, or any other political subdivision of the State has any
obligation or power under the Bond Resolution or under Florida law to levy any taxes in order to pay debt
service on the Bonds or to avail or cure any default in any such payments. The Agency does not have the
power to lelry taxes.
Limited Replenishment Of De/iciencies. Except for the Debt Service Reserve Account, there is
no fund or account under the Bond Resolution which is required to contain amounts to make up for any
deficiencies in the event of one or more defaults by the Agency in making payments of debt service on
the Bonds. There is no source from which the Sinking Fund will be replenished, except the Trust Fund
Revenues and investment income on moneys in the funds and accounts held under the Bond Resolution.
There can be no representation or assurance that the Agency will realize sufficient Trust Fund Revenues
to pay, when due, all required payments of debt service on the Bonds.
Tax Increment Financing
Concentration of Revenues. A significant portion of the Trust Fund Revenues received by the
Agency are from large residential developments and commercial developments in the Redevelopment Area.
See "TRUST FUND REVENUES - Historical Trust Fund Revenues" herein. The occurrence of any event
that has a major negative impact on such developments, including, without limitation, natural disasters
(such as hurricanes and other major tropical storms to which South Florida is generally subject), could
significantly reduce the Trust Fund Revenues that can be collected by the Agency which could, in turn,
have a material adverse impact on the ability of the Agency to pay debt service on the Bonds.
Competition from Comparable Development Projects. The current growth strategy for the
Redevelopment Area is in competition with other communities located outside the Redevelopment Area
whose growth will not generate Trust Fund Revenues. The growth strategy for the Redevelopment Area
is heavily dependent upon the development of commercial projects. In the event that a large number of
commercial projects are constructed in the City outside the Redevelopment Area, the demand for
commercial space within the Redevelopment Area could be reduced, thereby leading to a possible
reduction in future development in the Redevelopment Area and a reduction in the collection of Trust
Fund Revenues.
Millage Rates. The addition of significant numbers of new taxpayers or an increase of property
values outside the Redevelopment Area could result in an environment favorable to the reduction of the
County and/or the City millage rate. The County and/or the City could determine that its millage rates
should be reduced for other reasons as well. Any reduction in millage rates by the County or the City
could reduce the amount of Trust Fund Revenues payable by the County and/or the City which, in turn,
could negatively impact the ability of the Agency to pay debt service on the Bonds.
Decreuses in Property Values. The amount of Trust Fund Revenues collected historically and
expected to be collected in the future to pay debt service on the Bonds is dependent upon the strength of
40
506
the taxable value of real property in the Redevelopment Area. Such value has actually decreased in recent
years as a result of the general downturn in the economy and specifically, in the real estate market
throughout the State. Numerous events could occur that might further reduce or cause an extended
stagnation in the value of real property within the Redevelopment Area, including, without limitation,
natural disasters (such as hurricanes and other major tropical storms to which South Florida is generally
subject), public acquisition of property within the Redevelopment Area by the State or political
subdivisions exercising their respective rights of eminent domain, or social, economic or demographic
factors (or adverse public perceptions related thereto) beyond the control of the Agency, the City or the
taxpayers in the Redevelopment Area. Any or all of such events could materially, adversely affect the
realization and collection of Trust Fund Revenues.
State, Nationul and International Economic and Politicul Factors. Certain economic or political
developments, such as new downturns in the State, national or international economy or an inability to
recover fully from the most recent economic downturn, increased national or international barriers to
tourism or trade or international currency fluctuations, could all materially, adversely affect the continued
development of the Redevelopment Area, its attraction to businesses and investors and, as a result, its
ability to produce sufficient Trust Fund Revenues to pay debt service on the Bonds.
Appeals of Assessmenfs. The amount of Trust Fund Revenues collected annually is dependent
upon the assessed value of taxable property in the Redevelopment Area.. See "SECURITY AND
SOURCES OF PAYMENT - Pledged Funds" herein. State law allows taxpayers to dispute assessment
valuations. Any successful appeals of assessment valuations will result in less Trust Fund Revenues being
collected annually than is currently contemplated. If such appeals resulted in a significant reduction in
the overall assessed value of the taxable propeffy in the Redevelopment Area, they could have a material
adverse impact on the ability of the Agency to pay debt service on the Bonds.
Adverse Legislative, Judicial or Administrative Action. The State legislature, the courts or an
administrative agency with jurisdiction in the matter could enact new laws or regulations or interpret,
amend, alter, change or modify the laws or regulations governing the collection, distribution, definition
or accumulation of ad valorem tax revenues generally, or tax increment revenues specifically, in a fashion
that would materially, adversely affect the ability of the Agency to receive Trust Fund Revenues in an
amount sufficient to pay debt service on the Bonds.
No Feasibility Consultanl. This Official Statement provides historical information to demonstrate
that the Redevelopment Area generates sufficient Trust Fund Revenues to pay debt service on the Series
2015 Bonds. In connection with the issuance of the Series 2015 Bonds, the Agency determined that it
would not engage an independent feasibility consultant to provide an analysis of projected growth in the
Redevelopment Area or to calculate projected Trust Fund Revenues. As a result, while the Agency
reasonably believes Trust Fund Revenues will be sufficient to meet Debt Service Requirements, no
forecasts or projections of Trust Fund Revenues to pay debt service on the Bonds are included in this
Official Statement.
Requirement of Interlocal Agreement to Redeem Bonds. The Third Amendment establishes a
requirement that excess Trust Fund Revenues be (i) held in escrow and (ii) beginning in the Fiscal Year
ending September 30, 2024 or in any later year when such outstanding Agency Indebtedness can be
redeemed, if redemption is not available during Fiscal Year 2024,used for the purpose of prepaying or
redeeming outstanding Agency Indebtedness; provided such use of funds does not negatively affect the
exclusion from gross income for federal income tax purposes of interest on any tax-exempt Agency
lndebtedness. See "THE AGENCY - RDA lnterlocal Agreement" herein. The requirement use excess
41
507
Trust Fund Revenues to redeem Agency Indebtedness prior to maturity may make the optional redemption
of the Series 2015 Bonds on the earliest date when the Series 2015 Bonds can be redeemed more likely
than would be the case if such requirement did not exist.
PENSION AND OTHER POST EMPLOYMENT BENEFITS
Defined Benefit Plans
AII of the employees providing services to the Agency are also employees of the City. The
following is a brief description of the Agency employees' participation in the Miami Beach Employees'
Retirement Plan and the City's Pension Fund for Firefighters and Police (the "Plans"). Pursuant to
Modification 29 of the Florida State Social Security Agreement, effective January 1, 1955, the City does
not participate in the federal Old-Age and Survivors lnsurance System embodied in the U.S. Social
Security Act. Instead, it provides eligible employees a comprehensive defined benefit pension. The City
does participate in the hospital insurance tax, also known as Medicare, and withholds taxes accordingly.
All full-time employees of the City who work more than thirty (30) hours per week and hold
classified or unclassified positions, except for policemen and firemen, are covered by the Miami Beach
Employees' Retirement Plan (the "Employee Plan"). The Employee Plan provides retirement benefits as
well as death and disability benefits at two (2) different tiers of employees, depending on when the
employees entered the Employee Plan. All first tier employees who participate are required to contribute
twelve percent (12%) of their salary to the Employee Plan. All second tier employees are required to
contribute ten percent (10%) of their salary to the Employee Plan. The Employee Plan's funding policy
provides for periodic employer contributions at actuarially determined rates that, expressed as percentages
of annual covered payroll, are sufficient to accumulate sufficient assets to pay benefits when due.
The City's Pension Fund for Police and Firefighters (the "Police and Firefighters' Plan) is a
defined benefit pension plan covering substantially all police officers and firefighters of the City.
Members of the Police and Firefighters'Plan contribute ten percent (10%) of their salary. The City is
required to contribute an actuarially determined amount that, when combined with members' contributions,
will fully provide for all benefits as they become payable.
Based on a percentage of budgeted salary by position per department, the Agency is allocated a
proportionate share of contributions by the City and hence contributes annually to the Plans. Contributions
for 2014 were $946,000. At September 30, 2014 the Agency did not have a net pension obligation or a
net pension asset.
For more detailed information concerning the Plans, see "APPENDIX B - Excerpts from the
Comprehensive Annual Financial Report of the City of Miami Beach, Florida for the Fiscal Year ended
September 30,2014" and, in particular, Note IV of such Financial Report.
Other Post Employment Benefits
ln accordance with Section 112.0801, Florida Statutes, the City is required to permit eligible
retirees and their eligible dependents to participate in the City's health insurance program at a cost to the
retirees that is no greater than the cost at which coverage is available for active employees. Such
requirement extends to employees of the City who provide services to the Agency. Although not required
by law, the City pays a portion of such cost of participation for its retirees. The City also provides life
insurance to the retirees. As with all governmental entities providing similar plans, the City is required
42
508
to comply with the Governmental Accounting Standard's Board Statement No. 45 - Accounting and
Financial Reporting by Employers for Postemployment Benefits Other than Pensions ("GASB 45").
GASB 45 applies accounting methodology similar to that used for pension liabilities to other post
employment benefits ("OPEB") and attempts to more fully reveal the costs of employment by requiring
governmental units to include future OPEB costs in their financial statements. While GASB 45 requires
recognition and disclosure of the unfunded OPEB liability, there is no requirement that the liability of such
plan be funded.
The City has the authority to establish and amend its OPEB funding policy. The annual cost of
the City's OPEB PIan is calculated based on the annual required contribution (the "ARC"), an amount
actuarially determined in accordance with the parameters of GASB 45. The ARC represents a level of
funding that, if paid on an ongoing basis, is projected to cover the normal cost each year and amortize any
unfunded actuarial liability over a period not to exceed thirty (30) years.
As of September 30, 2008, the City established an OPEB Trust (the "OPEB Trust") and began
funding its OPEB obligation. The Agency's ARC to the OPEB Trust for the Fiscal Year ended September
30,2014 was based on an actuarially determined amount for the City. The Agency was allocated its
equitable share of the ARC, based on its covered payroll. The Agency contributed $197,318 to the OPEB
Trust. At September 30, 2014, the Agency did not have a net OPEB obligation or a net OPEB asset.
For more detailed information concerning OPEB, see "APPENDIX B - Excerpts from the
Comprehensive Annual Financial Report of the City of Miami Beach, Florida for the Fiscal Year ended
September 30,2014" and, in particular, Note IV(f; of such Financial Report.
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 Agency. 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 concerning any of the matters referenced in the
opinion subsequent to its date of issuance.
While Bond Counsel has participated in the preparation of certain portions of this Official
Statement, it has not been engaged by the Agency to confirm or verify such information. Except as may
be set forth in an opinion of Bond Counsel delivered to the Underwriters, Bond Counsel expresses and
will express no opinion as to the accuracy, completeness or fairness of any statements in this Official
Statement, or in any other reports, financial information, offering or disclosure documents or other
information pertaining to the Agency or the Series 2015 Bonds that may be prepared or made available
by the Agency, the Underwriters or others to the Holders of the Series 2015 Bonds or other parties.
Certain legal matters incident to the issuance of the Series 2015 Bonds relating to disclosure will
be passed on for the Agency by the Law Offices of Steve E. Bullock, P.A., Miami, Florida, whose legal
services as Disclosure Counsel have been retained by the Agency. The signed legal opinion, dated and
43
509
premised on law in effect as of the date of original delivery of the Series 2015 Bonds, wiil be delivered
to the Agency 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
APPENDX F to this Official Statement. The actual legal opinion to be delivered may vary from that text
if necessary to reflect facts and law on the date of delivery. The opinion will speak only as of its date,
and subsequent distribution of it by recirculation of this Official Statement or otherwise shall create no
implication that Disclosure Counsel has reviewed or expresses any opinion concerning any of the matters
referenced in the opinion subsequent to its date of issuance.
Certain legal matters will be passed on for the Agency by Raul J. Aguila, Esquire, Miami Beach,
Florida, General Counsel to the Agency, and for the Underwriters by their counsel, Greenberg Traurig,,
P.A., Miami, Florida.
The legal opinions and other letters of counsel to be delivered concurrently with the delivery of
the Series 2015 Bonds express the professional judgment of the attorneys rendering the opinions or advice
regarding the legal issues and other matters expressly addressed therein. By rendering a legal opinion or
advice, the giver ofsuch opinion or advice does not become an insurer or guarantor ofthe result indicated
by that opinion, or the transaction on which the opinion or advice is rendered, or of the future performance
of parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of any legal
dispute that may arise out of the transaction.
LITIGATION
There is no litigation pending 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 Agency or, if determined adversely to the Agency, would have a material
adverse impact on the ability of the Redevelopment Area to generate sufficient Trust Fund Revenues to
pay debt service on the Series 2015 Bonds.
The Agency experiences routine litigation and claims incidental to the conduct of its affairs. In
the opinion of General Counsel to the Agency, there are no lawsuits presently pending or, to the best of
his knowledge, threatened, the adverse outcome of which would impair the Agency's ability to perform
its obligations to the owners of the Series 2015 Bonds.
ENFORCEABILITY OF REMEDIES
The remedies available to the owners of the Series 2015 Bonds upon the occurrence of a default
under the Bond 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 Bond 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) wiil be qualified, as to the enforceability of the
various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar
laws affecting the rights of creditors enacted before or after such delivery and to general principles of
equity (whether sought in a court of law or equity).
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510
TAX MATTERS
Series 2005A Bonds
General. NO ATTEMPT HAS BEEN MADE TO PROVIDE THAT INTEREST ON THE
SERIES 2OI'ABONDS IS EXCLUDED FROM GROSS INCOME OF THE HOLDERS THEREOF FOR
FEDERAL INCOME TAX PURPOSES. NO OPINION IS RENDERED WITH RESPECT TO THE
FEDERAL TAX CONSEQUENCES OF OWNERSHIP OF THE SERIES 20154 BONDS AND EACH
PITRCHASER SHOULD CONSULT ITS OWN TAX ADVISOR TO DETERMINE THE FEDERAL TAX
CONSEQUENCES OF OWNTNG THE SERIES 2015A BONDS.
Payments of principal of and interest on the Series 20154 Bonds may be subject to "backup
withholding tax" under Section 3406 of the Internal Revenue Code of 1986, as amended (the "Code"), at
a rate of twenty-eight percent (28%) if recipients of such payments (other than foreign investors who have
properly provided required certifications) fail to properly provide to the payor certain information,
including their taxpayer identification numbers, or otherwise fail to establish an exemption from such tax.
Any amounts deducted and withheld from a payment to a recipient are allowed as a credit against the
federal income tax of such recipient. Furthermore, certain penalties may be imposed by the lntemal
Revenue Service on a recipient of payments who is required to supply information but does not do so in
the proper manner.
In the opinion of Sanders Patton Boggs (US) LLP, Bond Counsel, under existing law, the Series
2015A 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 Statues as amended. Bond Counsel will express no opinion as to
any other federal or state tax consequences regarding the Series 2015A' Bonds.
Series 20158 Bonds
General. ln the opinion of Squire Patton Boggs (uS) LLP, Bond Counsel, under existing law:
(i) interest on the Series 20158 Bonds is excluded from gross income for federal income tax pu{poses
under Section 103 of the Intemal Revenue Code of 1986, as amended (the "Code"), and is not an item of
tax preference for purposes of the federal alternative minimum tax imposed on individuals and
corporations; and (ii) the Series 20158 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 22),Florida Statutes, as amended. Bond Counsel
expresses no opinion as to any other tax consequences regarding the Series 20158 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 Agency
contained in the transcript of proceedings and that are intended to evidence and assure the foregoing,
including that the Series 20158 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 Agency's representations and certifications or the continuing compliance with the
Agency'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 20158 Bonds from gross income for federal income tax purposes but is not a
45
511
guaranty of that conclusion. The opinion is not binding on the lnternal Revenue Service ("IRS") or any
court. Bond Counsel expresses no opinion about (i) the effect of future changes in the Code and the
applicable regulations under the Code or (ii) the interpretation and the enforcement of the Code or those
regulations by the IRS.
The Code prescribes a number of qualifications and conditions for the interest on state and local
government obligations to be and to remain excluded from gross income for federal income tax purposes,
some of which require future or continued compliance after issuance of the obligations. Noncompliance
with these requirements by the Agency may cause loss of such status and result in the interest on the
Series 20158 Bonds being included in gross income for federal income tax purposes retroactively to the
date of issuance of the Series 20 15B Bonds. The Agency has covenanted to take the actions required of
it for the interest on the Series 20158 Bonds to be and to remain excluded from gross income for federal
income tax purposes, and not to take any actions that would adversely affect that exclusion. After the date
of issuance of the Series 20158 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 20158 Bonds or the market value of the Series
20158 Bonds.
A portion of the interest on the Series 20 158 Bonds earned by certain corporations may be subject
to a federal corporate alternative minimum tax. In addition, interest on the Series 20158 Bonds *uy b.
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 earned income tax credit. The applicability and
extent of these and other tax consequences will depend upon the particular tax status or other tax items
of the owner of the Series 20158 Bonds. Bond Counsel will express no opinion regarding those
consequences.
Payments of interest on tax-exempt obligations, including the Series 20158 Bonds, are generally
subject to IRS Form 1099-INT information reporting requirements. If a Series 20158 Bond owner is
subject to backup withholding under those requirements, then payments of interest will also be subject to
backup withholding. Those requirements do not affect the exclusion of such interest from gross income
for federal income tax purposes.
Bond Counsel's engagement with respect to the Series 20158 Bonds ends with the issuance of the
Series 201 58 Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the Agency
or the owners of the Series 2015B Bonds regarding the tax status of interest thereon in the event of an
audit examination by the IRS. The IRS has a program to audit tax-exempt obligations to determine
whether the interest thereon is includible in gross income for federal income tax purposes. If the IRS does
audit the Series 20158 Bonds, under current IRS procedures, the IRS will treat the Agency as the taxpayer
and the beneficial owners of the Series 20158 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 20 I 58 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 2015Ei Bonds.
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512
Prospective purchasers of the Series 20158 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 20158 Bonds at other than their original issuance, should consult their own tax advisers
regarding other tax considerations such as the consequences of market discount, as to all of which Bond
Counsel expresses no opinion.
Risk of Future Legislative Changes and/or Court Decisiazs. 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 20158 Bonds. There can be no assurance that legislation enacted or
proposed, or actions by a court, after the date of issuance of the Series 2015B Bonds will not have an
adverse effect on the tax status of interest on the Series 20158 Bonds or the market value or marketability
of the Series 20158 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
20158 Bonds from gross income for federal or state income tax purposes for all or certain taxpayers.
For example, recent presidential and legislative proposals would eliminate, reduce or otherwise
alter the tax benefits currently provided to certain owners of state and local government bonds, including
proposals that would result in additional federal income tax on taxpayers that own tax-exempt obligations
if their incomes exceed certain thresholds. Investors in the Series 201 58 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 20158 Bonds for federal income tax purposes for all or
certain taxpayers. In such event, the market value of the Series 20158 Bonds may be adversely affected
and the ability of holders to sell their Series 20158 Bonds in the secondary market may be reduced. The
Series 20158 Bonds are not subject to special mandatory redemption, and the interest rates on the Series
20158 Bonds are not subject to adjustment in the event of any 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 20158 Bonds
("Discount Bonds") as indicated on the inside cover page of this Official Statement were offered and soid
to the public at an original issue discount ("OID"). OID is the excess of the stated redemption price at
maturity (the principal amount) over the "issue price" of a Discount Bond. The issue price of a Discount
Bond is the initial offering price to the public (other than to bond houses, brokers or similar persons acting
in the capacity of underwriters or wholesalers) at which a substantial amount of the Discount Bonds of
the same maturify 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
owrer'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 20158 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 alternative
minimum tax. A purchaser of a Discount Bond in the initial public offering at the price for that Discount
Bond stated on the inside cover page of this Official Statement who holds that Discount Bond to maturity
will realize no gain or loss upon the retirement of that Discount Bond.
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513
Certain of the Series 20158 Bonds ("PremiumBonds") as indicated on the inside coverpage of
this Official Statement were offered and sold to the pubiic at a price in excess of their stated redemption
price at maturity (the principal amount). That excess constitutes bond premium. For federal income tax
purposes, bond premium is amortized over the period to maturity of a Premium Bond, based on the yield
to maturity of that Premium Bond (or, in the case of a Premium Bond callable prior to its stated maturity,
the amortization period and yield may be required to be determined on the basis of an earlier call date that
results in the lowest yield on that Premium Bond), compounded semiannually. No portion of that bond
premium is deductible by the owner of a Premium Bond. For purposes of determining the owner's gain
or loss on the sale, redemption (including redemption at maturity) or other disposition of a Premium Bond,
the owner's tax basis in the Premium Bond is reduced by the amount of bond premium that is amortized
during the period of ownership. As a result, an owner may reaLize taxable gain for federal income tax
purposes from the sale or other disposition of a Premium Bond for an amount equal to or less than the
amount paid by the owner for that Premium Bond. A purchaser of a Premium Bond in the initial public
offering at the price for that Premium Bond stated on the inside cover page of this Official Statement who
holds that Premium Bond to maturity (or, in the case of a callable Premium Bond, to its earlier call date
that results in the lowest yield on that Premium Bond) will realize no gain or loss upon the retirement of
that Premium Bond.
Owners of Discount Bonds and Premium Bonds should consult their own tax advisers as to the
determination for federal income tax purposes of the amount of OID or bond premium properly
accruoble or amortizable in any period with respect to the Discount Bonds or Premiam Bonds and as
to other federal tux consequences and the treatment of OID and bond premiam for purposes of state
and local toxes on, or based on, income.
CONTINUING DISCLOSURE
The Agency will covenant for the benefit of the holders of the Series 2015 Bonds to provide
certain financial information and operating data relating to the Agency and the Trust Fund not later than
rwo hundred torty (240) days following the end of each Fiscal Year, commencing with the Fiscal Year
ended September 30, 2015 (the "Annual Report"), and to provide, or cause to be provided, notices of the
occurrence of certain enumerated events. The Annual Report and notices of events will be filed with the
Municipal Securities Rulemaking Board (the "MSRB"). Digital Assurance Certification,L.L.C. ("DAC")
will act as the initial disclosure dissemination agent for the City. The specific nature of the information
to be contained in the Annual Report and the notices of events is contained in "APPENDIX G - Form of
Disclosure Dissemination Agent Agreement." These covenants have been made in order to assist the
Underwriters in complying with Rule 15c2-12 of the Securities and Exchange Commission.
On July 28,2014 Standard & Poor's Ratings Services ("S&P") announced that it had raised its
rating on the City's general obligation debt trvo (2) notches to "AA+" from "AA-." The disclosure
agreements entered into by the City in connection with the issuance of various series of bonds (the
"Disclosure Agreements") require the City to provide, among other things, notice of rating changes
affecting such series of bonds. Notice of the ratings increase announced by S&P on July 28,2014 was
not provided by the City within the time periods established in the Disclosure Agreements. Such notice
was filed by DAC, on behalf of the City, with the MSRB on April 29,2015.
On April 4, 2011 S&P announced that it had raised its rating on the tax increment debt of the
Agency by one (l) notch, to "A*" from "A." The disclosure agreements entered into by the City and the
Agency in connection with the issuance of various series of tax increment bonds by the Agency (the "Tax
lncrement Bonds Disclosure Agreements") require the Agency to provide, among other things, notice of
48
514
rating changes affecting such series of bonds. Notice of the ratings increase announced by S&P on April
4,2011 was not provided by the Agency in the manner set forth in the Tax Increment Bonds Disclosure
Agreements.
Documents required to be filed pursuant to the Disclosure Agreements are currently on file and
availableelectronicallyfromtheMSRBathttp://emma.msrb.org/. InformationregardingtheSeries20l5
Bonds and other bonds previously issued by the Agency or the City may be found at the DAC internet site,"http//www.dacbon ."
FINANCIAL STATEMENTS
Excerpts from the Comprehensive Annual Financial Report of the City of Miami Beach, Florida
for the Fiscal Year ended September 30, 2014 and the report of Crowe Horwath LLP, independent
certified public accountants ("Crowe Horwath"), in connection therewith, dated March 30, 2015, arc
included in APPENDIX B to this Official Statement as part of the public records of the City. In addition,
the Financial Report of the Miami Beach Redevelopment Agency (A Component Unit of the City of
Miami Beach, Florida) for the Fiscal Year ended September 30, 2014 and the report of Crowe Horwath
in connection therewith, dated March 30, 2015, 2015, are included in APPENDD( C to this Official
Statement as part of the public records of the Agency. Such financial statements and reports contain
information relating to the City and the Agency.
The consent of Crowe Horwath was not requested for the reproduction of its audit reports 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.
RATINGS
[Moody's Investors Service, Inc. ("Moody's") and S&P are expected to assign ratings of "_,"witha..outIook,',and..,''witha..-outlook,',respectively,totheSeries20l5
Bonds insured by the Bond lnsurance Policy, with the understanding that upon delivery of such Series
2015 Bonds the Bond Insurance Policy insuring the payments, when due, of the principal of and interest
on such Series 2015 Bonds will be issued by the Bond Insurer. See "MLTNICIPAL BOND INSURANCE"
herein. In addition, Moody's has assigned to the Series 2015 Bonds a rating of "_," with a..-out1ook,,,andS&Phasassignedaratingof..-,,,witha..-out1ook,,,each
without regard to the issuance of the Bond Insurance Policy.l Such ratings and outlooks reflect the view
of such organizations. An explanation of the significance of such ratings and outlooks may be obtained
only from Moody's and S&P, respectively. An explanation of the rating and outlook assigned by Moody's
may be obtained from Moody's at 7 World Trade Center, 250 Greenwich Street, 23'd Floor, New york,
New York 10007, (212) 553-0300. An explanation of the rating and outlook assigned by S&P may be
obtained from S&P at 55 Water Street, 38h Floor, New York, New York 10041, (212) 438-2124.
There is no assurance that the rating and outlook provided by Moody's and S&P, respectively, will
continue for any given period of time or that they will not be revised downward or withdrawn entirely by
such rating agencies if, in their judgment, circumstances so warrant. Any such downward revision or
withdrawal of such ratings or outlooks may have an adverse effect on the market price of the Series 2015
Bonds.
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515
FINANCIAL ADVISOR
RBC Capital Markets, LLC, St. Petersburg, Florida, is serving as Financial Advisor to the City
and has acted in such capacity with respect to the sale and issuance of the Series 2015 Bonds. The
Financial Advisor is not obligated to undertake, and has not undertaken to make, an independent
verification or to assume responsibility for the accuracy, completeness or fairness of the information in
this Official Statement. RBC Capital Markets, LLC did not engage in any underwriting activities with
regard to the issuance and sale of the Series 2015 Bonds.
IINDERWRITING
The Series 2015 Bonds are being purchased by Morgan Stanley & Co.LLC, Wells Fargo Bank,
National Association, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Raymond James & Associates,
Inc. and Loop Capital Markets LLC (collectively, the "Underwriters"), subject to certain terms and
conditions set forth in the purchase contract between the Agency and the Underwriters, including the
delivery of opinions on certain legal matters relating to the issuance of the Series 2015 Bonds by Bond
Counsel and the existence of no material adverse change in the condition of the Agency 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
setforthontheinsidecoverpageofthisOfficialStatement. TheSeries2015Bondsmaybeofferedand
sold to certain dealers at prices lower than or yields higher than such offering prices and yields. After the
initial public offering, such public offering prices and yields may be changed, from time to time, by the
Underwriters.
Morgan Stanley, parent company of Morgan Stanley & Co. LLC, the senior managing underwriter
of the Series 2015 Bonds, has entered into a retail distribution arrangement with its affiliate Morgan
Stanley Smith Bamey LLC. As part of the distribution arrangement, Morgan Stanley & Co. LLC may
distribute municipal securities to retail investors through the financial advisor network of Morgan Stanley
Smith Barney LLC. As part of this arrangement, Morgan Stanley & Co. LLC may compensate Morgan
Stanley Smith Barney LLC for its selling efforts with respect to the Series 2015 Bonds.
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 2015
Bonds with WFA. WFBNA also utilizes the distribution capabilities of its affiliate, Wells Fargo
Securities, LLC ("WFSLLC"), for the distribution of municipal securities offerings, including the Series
2015 Bonds. ln connection with utilizing the distribution capabilities of WFSLLC, WFBNA pays a
portion of WFSLLC's expenses based on its municipal securities transactions. WI'BNA, WFSLLC and
WFA are each wholly-owned subsidiaries of Wells Fargo & Company. Certain subsidiaries of Wells
Fargo & Company (parent company of Wells Fargo Bank, National Association), have provided, from time
to time, investment banking services, commercial banking services or advisory services to the Agency, for
50
516
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 Agency in the ordinary course of
their respective businesses.
The Underwriters and their respective affrliates are full service financial institutions engaged in
various activities, which may include sales and trading, commercial and investment banking, advisory,
investment management, investment research, principal investment, hedging, market making, brokerage
and other financial and non-financial activities and services. Il the course of their various business
activities, the Underwriters and their respective affiliates, officers, directors and employees may purchase,
sell or hold a broad array of investments and actively trade securities, derivativ"r, louor, commodities,
currencies, credit default swaps and other financial instruments for their own account and for the accounts
of their customers, and such investment and trading activities may involve or relate to assets, securities
and/or instruments of the Agency (directly, as collateral securing other obligations or otherwise) and/or
persons and entities with relationships with the Agency. The Underwriters and their respective affiliates
may also communicate independent investment recommendations, market color or trading ideas and/or
publish or express independent research views in respect of such assets, securities or instruments and may
at any time hold, or recommend to clients that they should acquire, long and/or short positions in such
assets, securities and instruments.
The Underwriters, respectively, may have entered into agreements with other broker- dealers (that
have not been designated by the City as Underwriters) for the distribution of the Series 2015 Bonds at the
original issue prices. Such agreements generally provide that the relevant Underwriter will share a portion
of its underwriting compensation or selling concession with such broker-dealers.
VERIFICATION OF MATHEMATICAL COMPUTATIONS
The arithmetical accuracy of certain computations included in the schedules provided by Morgan
Stanley & Co. LLC relating to the computation of forecasted receipts of principal and interest on ih"
Government Obligations and uninvested cash to pay and redeem the Outstanding prior Bonds and
supporting the conclusion of Bond Counsel that the Series 2015 Bonds do not constitute "arbitrage bonds,'
under Section 148 of the Internal Revenue Code of 1986, as amended, was verified by Integritypublic
Finance Consulting LLC, Jacksonville, Florida, as the Verification Agent. Such computations were based
solely upon assumptions and information supplied by Morgan Staniey & co. LLC
The Verification Agent has restricted its procedures to examining the arithmetical accuracy of
certain computations included in the schedules provided by Morgan Stanley & Co.LLC. The Verification
Agent has not made any study or evaluation of the assumptions and information upon which the
computations are based and, accordingly, has not expressed an opinion on the data used, the
reasonableness of the assumptions, or the achievability of the forecasted results.
CONTINGENT FEES
The City has retained Bond Counsel, Disclosure Counsel and the Financial Advisor with respect
to the authorization, sale, execution and delivery of the Series 2015 Bonds. Payment of the fees of such
professionals and an underwriting discount to the Underwriters (including the fees of Underwriters,
counsel) are each contingent upon the issuance of the Series 20r5 Bonds.
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517
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS
Section 517.051, Florida Statutes, and Rule 3E400.003, Florida Administrative Code, requires the
Agency to disclose each and every default as to payment of principal and interest after December 3l , 197 5
with respect to obligations issued or guaranteed by the Agency. Rule 3E400.003 further provides,
however, that if the Agency in good faith believes that such disclosure would not be considered material
by reasonable investors, such disclosure may be omitted. The Agency is not in default and has not been
in default since Decemb er 31, l9'75 in the payment of principal or interest with respect to any obligations
issued or guaranteed by the Agency that would be considered material to a reasonable investor.
AUTHORTZATION CONCERNING OFFICIAL STATEMENT
The delivery of this Official Statement has been duly authorizedby the members of the Agency.
At the time of the delivery of the Series 2015 Bonds, the Chairman of the Agency and the Executive
Director of the Agency will furnish a certificate to the effect that nothing has come to their attention which
would lead them to believe that this Official Statement, as of its date and as of the date of delivery of the
Series 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 Agency's
expense, on a timely basis.
CONCLUDING STATEMENT
All information included in this Official Statement has been provided by the Agency, except where
attributed to other sources. The summaries of and references to all documents, statutes, reports, and other
instruments referred to herein do not purpo( 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 Agency, is believed to be correct. To the extent that any
statements made in this Official Statement and the appendices attached hereto involve matters of opinion
or of estimates, whether or not expressly stated, they are set forth as such and not as representations of
fact, and no representation is made that any of the estimates will be realized.
This Official Statement has been duly executed and delivered by the Chairman and the Executive
Director of the Miami Beach Redevelopment Agency.
MIAMI BEACH REDEVELOPMENT AGENCY
PHILIP LEVINE, Charrman
52
JIMMY L. MORALES, Executive Director
518
APPENDIXA
General Information and Economic Data
Regarding the City of Miami Beach, Florida
and Miami-Dade County, Florida
519
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 Senes 2015 Bonds are payable only from the Trust Fund Revenues and other amounts constituting
Pledged Funds, 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. After the 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 northem 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. In addition to the City, the municipalities in the County include the cities of Miami,
Hialeah and Coral Gables.
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520
POPULATION
The U.S. Census Bureau 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 to be 2,662,874.
The U.S. Census Bureau population estimates for the City for 2014have 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
City of Miami-Dade
Calendat Year MTeSLBpASb Percent Change Countv Percent Change
1980
1990
2000
2010
2013*
20t4*
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
1,937,094
2,260,000
2,496,435
2,641,866
2,662,874
28.2%
t9.2
16.7
10.5
5.8
6.7
Source: U.S. Department of Commerce, Bureau of Census.
* Estimated as of July l, 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 1990 2000 2010 2013*
Under 18
18 and over
21 and over
65 and over
Median Age:
14.2%
85.8
83. 1
23.4
44.5
t3/%
86.6
84.1
19.2
39.0
123%
87.2
84.9
16.2
40.3
15.6%
84.4
82.1
16.0
39.3
Source: U.S. Department of Commerce, Bureau of Census.
* 2013 is the most recent vear for which information is available.
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521
GOVERNMENT
The City was incorporated as a municipal corporation on March 26, 1915. The City operates
under a Commission/City Manager form of government. The City Commission consists of the Mayor and
six (6) Commissioners who serve as the policy-making body of the City. Authority is vested in the City
Commission to enact ordinances, hold public hearings, approve contracts, establish the City's budget and
tax assessments, and authorize construction of all public improvements.
The Mayor and City Commission are elected on a citywide, nonpartisan basis. Elections are held
in odd numbered years, with the Mayor elected to serve two-year terms with a limit of three (3)
consecutive terms. Commissioners are elected to serve four-year terms with a limit of two (2) consecutive
terms. City Commission terms are staggered so that not all Commissioners are up for re-election at the
same time. On a rotating basis, the City Commission selects one (1) of its members to serve as Vice
Mayor for a three-month term. The Mayor, who is the presiding officer at City Commission meetings,
may vote on all matters that come before the City Commission, but has no power of veto. The City
Commission appoints the City Manager, the City Attorney and the City Clerk. All other department heads
are appointed by the City Manager, with the consent of the City Commission.
The City Manager is vested with the responsibility to ensure that policies, directives, resolutions,
and ordinances adopted by the City Commission are enforced and implemented. As the City's Chief
Executive Officer, the City Manager is responsible for providing executive level leadership, vision and
guidance to the organization, providing recommendations to the City Commission and implementing policy
directives in an efficient and effective manner. In addition, the City Manager is responsible for the daily
operations of the City, preparing and administering the budget, planning the development of the City,
supervising City employees, interacting with citizen groups and other units of government, and is otherwise
responsible for the health, safety, and welfare of the residents of and visitors to the City. With the
exception of the City 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 infrastrucfure.
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 9.6%higher than the median family income for the County in 2010 to being 20.7%
higher in 2011.
IREMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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Calendar Year
City of
Miami Beach
Estimated Median Family Incomes, 2009 - 2013(t)
Miami-Dade
Percent Chanse Countv Percent Chanse
2009
2010
2011
2012
20t3Q)
$54,643
50,758
57,318
56,457
52,576
Miami-Dade
County % of U.S.
State of
Florida % of U.S. United States
2.3%
(7.r)
t2.9
(1.s)
(6.e)
$47,697
46,126
46,577
47,382
46,904
(7.8)%
(3.3 )
1.0
1.7
(1.0)
Source: U.S. Department of Commerce, Bureau of Census.
(1) 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 and2073,the estimated per capita personal income for the County increased by 12.9
percent, from $35,329 in 2009 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 I 1 . I
percent during the same period, and generally consistent with the rate of growth in the United States,
which experienced aper capitapersonal income growth rate of approximately 13.7 percent during the same
period.
Per Capita Personal Income, 2009 - 2013(t)
Year@)
2009
2010
2011
2012
2013(3)
$35,329
36,592
38,242
39,461
39,880
89.7%
91.2
90.3
89.3
89. I
$37,350
38,478
40,215
44,041
4\,497
94.8%
9s.8
95.0
92.9
92.7
$39,379
40,144
L1 ?7)
44,200
44,7 65
Source: U.S. Department of Commerce, Bureau of Economic AnalysislRegional Economic Information System.
( 1) Information provided as of the last available update, dated Novemb er 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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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, 2014 and comparative data for the fiscal
year ended September 30,2005.
City of Miami Beach Employment2009 - 2014*
Labor Force 2009 2010 2011 2012 2011 2014
Labor Force Employed
Labor Force Unemployed
Total Labor Force
Unemployment Rate
42,44',1
4,315
46,762
9.2%
44,129
4,099
48,217
8.s%
46,295
1)7'7
49,532
6.5%
46,992
3,042
50,034
6.r%
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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524
Miami-Dade County
Ten Largest Public Employers
2014 2005
Emplovers
Miami-Dade County Public Schools
Miami-Dade County
Federal Government
Florida State Government
Jackson Health System
City of Miami
Florida lnternational University
Homestead Air Force Base
Miami VA Medical Center
Miami-Dade College
City of Miami Beach
TOTAL
Percentage
of Total
County
Rank Employment
| 2.74%
2 2.08
3 1.57
4 t.40
5 0.80
6 0.33
7 0.29
8 0.27
9 0.20
10 0.20
Emplovees Rank
54,387 I
32,265 2
20,100 3
18,900 4
1 1,700 5
3,954 8
5,000 7
2,018 9
7,500 6
1,839 10
t57.633
Employees
33,477
25,502
19,200
17,100
9,797
3,997
3,534
3,250
2,500
2,390
t20J_u_9.88%
Source: City of Miami Beach Comprehensive Annual Financial Report for the Fiscal Year ended September 30,2014.
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Miami-Dade County
Ten Largest Private Employers
2014 2005
Employers
University of Miami
Baptist Health South Florida
American Airlines
Carnival Cruise Lines
Miami Children's Hospital
Mount Sinai Medical Center
Florida Power & Light Co.
Royal Caribbean lnternational
Wells Fargo Bank
Bank of America Menill Lynch
United Parcel Service
Bellsouth
Winn-Dixie Stores
Precision Response Corporation
Publix Super Markets
Burdines-Macy's
TOTAL
Employees
12,818
1 1,353
1 1,031
3,500
3,500
3,321
3,011
2,ggg
2,050
2,000
Percentage
of Total
County
Employment
1.05%
0.93
0.90
0.29
0.29
0.27
0.25
0.24
0.17
0.16
Employees
9,079
10,300
9,000
3,665
5,000
4,900
4,616
4,196
4,000
3,368
53p24
Rank
I
2
J
4
5
6
7
8
9
l0
Rank
2
I
3
9
4
5
6
7
8
l0
fi73 4t5%
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
Septqmber 30, Number of Permits Total Value
2005
2006
2007
2008
2009
2010
2011
20t2
2013
2014
12,837
12,226
12,729
i 1,056
10,277
10,188
I 1,159
12,580
13,898
13,972
$ 1,235,909,151
1,177,266,349
1,165,346,179
1,109,923,131
567,660,721
299,508,079
3',73,852,763
417,811,132
506,646,472
818,831,235
Source: City of Miami Beach Building Department.
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527
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 Overlappins Rates
Tax Roll
Year as of
Fiscal Year
Ended
Debt
Service
School
District
Total
Direc
Millae
County State
Mil Milla Mil
8.0730 8.4380 7.0348 0.7355 24.28t3
7.6730 8.1050 6.8083 0.7355 233218
5.8970 7.9480 5.6711 0.6585 20.1746
5.8930 7 .7970 5.9263 0.6585 20.2748
5.9123 7.99s0 6.0051 0.6585 20.5709
6.s025 8.2490 6.6s65 0.6s85 22.066s
6.4s39 8.00s0 s.7695 0.4708 20.6992
6.3477 7.9980 5.6610 0.4634 20.4701
6.1163 7.9770 5.7980 0.4455 20.3368
6.0237 7.9740 5.9009 0.4187 20.31't3
Januarv I
200s
2006
2007
2008
2009
2010
2011
20t2
2013
2014
2006
2007
2008
2009
2010
20tt
2012
20t3
2014
2015
7.48t0
7.3740
5.6555
s.6555
5.65s5
6.2155
6.16s5
6.0909
5.8634
5.7942
Mi
0.5920
0.2990
0.2415
0.2375
0.2568
0.2870
0.2884
0.2568
0.2529
0.229s
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.
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528
The following table summarizes the tax levies and collections in the City for the past ten (10) years.
Tax Roll
Year as of
Fiscal Year
Ended
Taxes
Levied for
Fiscal Year
Percentage
Collections
in
Subsequent
Years
City of Miami Beach, Florida
Property Tax Levies and Collections
Fiscal Years 2005 - 2014
Collected within
Fiscal Year of Lew Total Collections to Date
Percentage
Januarv I
2004
2005
2006
2007
2008
2009
2010
20tt
2012
2013
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
$110,739,153
135,910,295
165,759,439
1 50,41 9,073
150,599,329
138,703,567
136,549,296
134,753,401
139,133,369
143,266,670
ofLe
$ 97,731,071 99.25% $1,096,1g3
132,487,342 97.49 7,974,064
163,120,494 gg.4t 2,145,935
145,433,239 96.69 4,646,716
144,321,499 95.94 4,633,049
131,355,903 94.70 3,550,990
128,719,932 94.27 290,254
129,572,373 96.16 125,152
134,849,797 95.62 3,403,910
741,551,552 97.53 N/A
ofLe
$ 98,817,254 89.23%
134,301,406 gg.g2
165,266,319 99.70
150,079,954 gg.7g
148,954,548 98.92
134,906,993 97.26
129,010,196 94.49
129,697,525 96.25
138,252,697 99.37
t41,551.552 98.80
Source: City of Miami Beach Comprehensive Annual Financial Report for the Fiscal year ended September 30, 2014 and
Miami-Dade County Properfy Appraiser,s Office.
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The following tables summarize the ten (10) largest taxpayers in the City, the type of property
owned by such taxpayers and the assessed value of such property for the Fiscal Year ended September
30,2014 and, for comparison, for the Fiscal Year ended September 30, 2005.
City of Miami Beach
Ten Largest Taxpayers
Fiscal Year 2014
Taxpayer
Fountainbleau Florida Hotel LLC
MB Redevelopment lnc. / Loews 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
Tvpe ofPropefi
Hotel
Hotel
Apartments
Industrial
Hotel
Hotel
Retail
Hotel
Apartments
Apartments
Taxable
Assessed
Value
$ 327,513,062
229,900,000
200,811,436
186,802,731
112,860,000
110,925,385
98,000,000
97,429,200
95,590,000
79,860,000
$lJ3%9].E-14
Percentage of
City's Certified
Taxable
Assessed Value
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
30,2014.
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A-11
530
Taxpaver
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
Type of Propertv
Hotel
Apartments
Hotel
Hotel
Hotel
Hotel
Hotel
Apartments
Apartments
Apartments
Taxable
Assessed
Value
$ 143,400,000
110,675,000
704,449,118
72,230,700
61,900,000
49,500,000
48,500,000
48,325,000
49,000,000
44,583,667
$23H53-48s
Percentage of
City's Certified
Taxable
Assessed Value
r.02%
0.79
0.74
0.51
0.44
0.35
0.3s
0.34
0.34
0.32
5.20%TOTAL
Source: 2004 Miami-Dade County, Florida Ad Valorem Assessment Roll for the Ciry of Miami Beach and City
of Miami Beach, Florida Comprehensive Annual Financial Report for the Fiscal Year Ended Septembe;
30,2014.
LOCAL ECONOMY
Tourism is the largest sector of the City's economy, with over g2.2 billion in direct tourist
spending on hotel, food and beverage, and constitutes a large portion of the City's $1 bilion 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 7o/o from Fiscal Year 2013,
following the 9% 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 at77Yo, 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 in2014. 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 1% 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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531
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, culture, 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 in2014 included Athleta & Intermix, with Lululemon,Zadiqand Voltaire and Kiko Milano
scheduledtojoinin20l5. AsofSeptember302014,ClassAofficespaceinprimelocationscontinues
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 international destination for major events. ln 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 lntemational 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, an area historically overlooked for significant projects by developers. GroMh
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 ofunits 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 in2014 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 overnight visitors each year. Set forth below is information
relating to convention center attendance and ovemight visitor activity.
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532
City of Miami Beach, Florida
Convention Center Attendance and Overnight Visitors
Fiscal Years 2005 - 2014
Convention Center
Fiscal Year Attendance
Overnight
Visitors
5,300,000
5,143,740
4,894,053
4,863,569
5,383,091
5,558,408
5,539,010
5,841,672
5,697,053
6,967,200
Total Ovemight
Visitor
$ 7,200,000,000
7,889,609,756
7,344,719,992
7,468,633,914
7,524,151,559
8,t04,379,579
8,088,739,494
9,201,340,602
10,614,159,967
10,500,000,000
200s
2006
2007
2008
2009
2010
20r1
2012
2013
2014
N/A
649,671
707,133
889,695
632,700
708,875
661,625
661,327
589,663
737,954
Source: City of Miami Beach Finance Department.
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533
Tourism and Visitor Activity
Domestic and International Overnight Visitors
Miami-Dade County Fiscal Years 2010 - 2014
(in 000)
Fiscal Year Ended September 30.Oriein 2010 20ll 20t2 2013 2014
Domestic Regions
Northeast
Southern
Midwest
Western
Total Domestic Visitors
International Regions
South America
Caribbean
Central America
Europe
Canada
Other Intemational Regions
Total International Visitors
Total Overnight Visitors
Expenditures*
Domestic Overnight Visitors
International Overnight Visitors
Total Expenditures
3,196.0
1,568.5
1,220.6
558.9
6,948.s
2,836.8
688.5
525.1
1,306.5
587.4
115.8
6,060.1
t2.604.1
$ 6,484.7
t2,428.6
$ 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
62',/.9
I 19.8
6,495.7
J34442
$ 7,088.7
14,528.6
$L,6r1_3"
?4)7)
1,7 50.6
1,300.9
600.2
1,074.9
3,435.6
718.8
550.1
1,364.4
640.5
120.3
6,833.7
13.908-6
s 7,482.3
15,183.0
$2-565..3.
3,401.4
1,781.0
1,263.6
641.2
7,087.2
3,737.1
719.2
561.5
1,332.4
660.6
120.9
7 ,131.7
14.218.9
$ 7,839.9
15,954.1
$uJgL.g.
3,520.1
1,933.1
1,270.9
679.2
7.303.2
3,659.0
7 55.0
595.3
1,430.2
689.7
130.7
7,260.0
./.J632
$ 8,206.3
16,528.2
$uJ345.
Source: Greater Miami Convention and Visitors Bureau.
* Average Daily Expenditures.
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A-15
534
Overnight Visitors by Region
Fiscal Years 2010 - 2014*
Fiscal Year Ended September 30.Resion 2010 2011 2012 2013 2014
Miami Beach
Downtown Miami
Airport Area
North Miami-Dade/Sunny Isle
South Miami-Dade
Coral Gables
Key Biscayne
Coconut Grove
Doral
Total
44.1%
18.7
13.8
9.5
5.8
5.4
2.5
1.3
N/A
100%
41.2%
21.7
13.0
9.8
5.8
5.7
2.4
0.8
0.7
r00%
42.0%
17.6
17.2
10.0
5.0
4.9
2.7
0.9
0.7
100%
43.2%
18.1
16.5
10.8
4.7
4.2
1.3
0.5
0.9
100%
41.8%
19.2
12.8
8.8
3.9
3.9
1.5
1.5
J.J
100%
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 intemal transportation system includes (i) Metrorail , a24.8
mile above-ground, electric rail system connecting South Miami-Dade and the City of Hiaieah 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 international 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, a72-mi\e 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 International Airport.
Miami International Airport
Miami Intemational Airport is one of the busiest airports in the world for both passenger and cargo
traffic. It ranks twelfth (12ft) in the nation and twenty-fifth (25t) in the world in passenger traffic and has
A-16
535
the second highest intemational passenger traffic in the United States. The airport ranks third (3d) in the
nation and eleventh (1 lh) in the world in tonnage of domestic and internationui
"urgo
movement. During
Fiscal Year 2014 Miami International Airport handled 40,844,964 passengers and2,187,943 tons of air
freight. More than 88 airlines serve Miami International Airport, flying 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
Department 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 inthe global community. Ai
a result, trade with the Far East, Asia and the Pacific coast accounted for almost 39% of the total cargo
handled at the Port of Miami during Fiscal Year 2014.
ln August 2014, access to the Port of Miami was increased by the opening of the PortMiami
Tunnel. The PortfuIiarni Tunnel consist of two (2) parallel tunnels (one in each direction) that travel
underneath Biscayne Bay connecting MacArthur Causeway on Watson Island with the port of Miami on
Dodge Island. The PortMiani Tunnel provides direct access from highways I-95 and i-395, creating a
highly desired additional entrance to the Port of Miami and a major improvement in traffic flow in
downtown Miami. ThePorrJ.'Iiani Tunnel is expected to be a significant catalyst for future development
at the Port of Miami and in the downtown Miami area.
RECREATION
There are numerous parks and playgrounds in the City. Each park provides different amenities,
from tennis and bocce courts to swimming pools and tot lots, to Vita courses and barbecue pits. There
are four (4) Vita courses, trvo (2) public swimming pools, and numerous tennis courts, including the Holtz
Tennis Stadium, which hosts championship, professional and amateur tournaments.
Offshore, the Gulf Stream provides a variety of game fish, while the Miami Beach Marina
provides an abundance of space to house boats as well as direct access to the Atlantic Ocean and the Gulf
Stream. The Marina is a private development on City owned, bay front land in the South Pointe area of
the City. Renovation has increased the number of boat slips to 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 rwo (2)
championship courses, Miami Beach Golf Course and Normandy, offer a clubhouse complete with a
restaurant, lounge and pro shop.
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536
APPENDIX B
Excerpts from Comprehensive Annual Financial Report
of the City of Miami Beach, Florida
for the Fiscal Year Ended September 30r2014
537
APPENDIX C
Financial Report of the
Miami Beach Redevelopment Agency
(A Component Unit of the City of Miami Beach, Florida)
for the Fiscal Year Ended September 30,2014
538
APPENDIX D
The Bond Resolution
539
APPENDIX E
Proposed Form of Opinion of Bond Counsel
540
APPENDIX F
Proposed Form of Opinion of Disclosure Counsel
541
Board of Commissioners
Miami Beach Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Tax Increment Revenue and Revenue
Refunding Bonds, Taxable Series 2015A
(City Center/Ilistoric Convention Village)
Ladies and Gentlemen:
Date of Delivery
Tax Increment R"u.^re ,nd Revenue
Refunding Bonds, Series 20158
(City Centerillistoric Convention Village)
MIAMI BEACII REDEVELOPMENT AGENCY
$
We have served as Disclosure Counsel in connection with the issuance by the Miami Beach
Redevelopment Agency (the "Agency") of its $in aggregate principal amount of Tax
Increment Revenue and Revenue Refunding Bonds, Taxable Series 2015A (City Center/flistoric
Convention Village) (the "Series 2015,{ Bonds") and $in aggregate principal amount
of Tax Increment Revenue and Revenue Refunding Bonds, Series 20158 (City Center,lHistoric Convention
Village) (the "Series 20158 Bonds" and, collectively with the Series 2015A Bonds, 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. _-201 5 adopted by the Chairman and members of the Board of
Commissioners of the Agency on October_, 2015 (the "Bond Resolution") and by Resolution No. 2015-
adopted by the Mayor and City Commission of the City of Miami Beach, Florida on October _,
2015, as described in the Official Statement dated November _r 2015 relating to the Series 2015 Bonds
(the "Official Statement"). All capitalized terms used in this opinion that are not defined herein and not
normally capitalized shall have the meaning ascribed to such terms in the Official Statement.
ln connection with the issuance and delivery of this opinion, we have considered such rnatters of
law and fact and have relied upon such certificates and other information furnished to us as we have
deemed appropriate. We are not expressing any opinion or views herein on the authorization, issuance,
delivery or validity of the Series 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 201 5 Bonds are valid and binding obligations of the Agency enforceable in accordance
with their terms, or that interest on the Series 20158 Bonds is excluded from the gross income of the
owners thereof for federal income tax purposes or that the Series 2015 Bonds and the interest thereon are
exempt from taxation under the laws of the State of Florida, we understand that you are relying upon the
opinions delivered on the date hereof of Squire Patton Boggs (US) LLP and no opinion is expressed herein
as to such matters.
The scope of our engagement with respect to the issuance of the Series 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
F-1
542
Board of Commissioners
Miami Beach Redevelopment Agency
Date of Delivery
Page 2
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 statements. As your counsel, we have participated in the preparation of the Official Statement and
in discussions and conferences with officials of the Agency, Bond Counsel for the Agency, the Financial
Advisor for the Agency, the Underwriters and Greenberg Traurig, P.A., Miami, Florida, Counsel to the
Underwriters, in which the contents of the Official Statement and related matters were discussed.
Solely on the basis of our participation in the preparation of the Official Statement, our
examination of certificates, documents, instruments and records relating to the Agency 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, ai io which no opinionis expressed) contains an untrue statement of a material fact or omits to state a material fact that is
necessary in order 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 Bond
Resolution and in the Disclosure Dissemination Agent Agreement of the Agency dated as of December
-,2015
and delivered at the closing for the Series 2015 Bonds, satisfies the requirements set forth in
Rule l5c2-12(b)(5) of the United States Securities and Exchange Commission, as such requirements apply
to the issuance of the Series 2015 Bonds.
In reaching the conclusions expressed herein we have, with your concurrence, assumed and relied
on 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 with originals of all items
submitted to us as certified or photostatic copies, the legal capacity and authority oi 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, which assumptions we have notverified. 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 offrcials and other
officers, and representatives of the parties to this transaction. We have no actuai knowledge of any factual
information that would lead us to form a legal opinion that the public records or certifrcates which we
have relied upon contain any untrue statement of a material fact.
This opinion may be relied upon by the Agency only, and only in connection with the transaction
to which reference is made above, and may not be used or relied upon by any other person for any purpose
whatsoever without our express prior written consent.
Respectfully submitted,
LAW OFFICES OF STEVE E. BULLOCK, P.A.
F-2
543
APPENDIX G
Form of Disclosure Dissemination Agent Agreement
544
[APPENDIX H
Form of Specimen Municipal Bond Insurance policyl
545
$
MIAMI BEACH REDEVELOPMENT AGENCY
Tax lncrement Revenue Bonds,
Series 2015
(City Center/Historic Convention Village)
BOND PURCHASE AGREEMENT
,2075
Board of Commissioners of the
Miami Beach Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Ladies and Gentlemen:
Morgan Stanley & Co. LLC (the "Senior Managing Underwriter"), acting on behalf of
itself and Wells Fargo Bank, National Association, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Raymond James & Associates, Inc. and Loop Capital Markets LLC (collectively,
with the Senior Managing Underwriter, the "Underwriters"), offer to enter into this Bond
Purchase Agreement (this "Purchase Agreement") with the Miami Beach Redevelopment
Agency (the "Agency"), for the sale by the Agency and the purchase by the Underwriters of the
Agency's $Tax Increment Revenue Bonds, Series 2015 (City Center,{Historic
Convention Village) (the "Series 2015 Bonds"). This offer is made subject to acceptance by the
Agency prior to 5:00 p.m. (Eastern Time) on the date hereof. Upon such acceptance, this
Purchase Agreement wiil be in full force and effect in accordance with its terms and will be
binding on the Agency and the Underwriters. If this offer is not so accepted, it is subject to
withdrawal by the Underwriters upon written notice delivered to the Agency 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
Agency, and the Agency hereby agrees to sell to the Underwriters all (but not less
546
(b)
than all) of the Series 2015 Bonds for a purchase price equal to $
(which purchase pdce is the aggregate principal amount of the Series 2015 Bonds
of$, plus/minus a net original issue premium/discount of
$_ and less an Underwriters' discount of $ ). The purchase
price for the Series 2015 Bonds shall be payable to the Agency in immediately
available funds.
In connection with the execution of this Purchase Agreement, the Senior
Managing Underwriter, on behalf of the Underwriters, has delivered to the
Agency a wire transfer credited to the order of the Agency in immediately
available federal funds in the aggregate amount of _Do1lars($-)(the..GoodFaithDeposit,'),whichisbeingdeliveredto
the Agency 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 Agency 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 1(a). In the event of the
Agency's failure to deliver the Series 2015 Bonds at the Closing, or if the Agency
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 Agency shail 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 Agency arising out of the transactions contemplated by
this Purchase Agreement. In the event that the Underwriters fail other than for a
reason permitted under this Purchase Agreement to accept and pay for the Series
2015 Bonds upon their tender by the Agency at the Closing, the amount of the
Good Faith Deposit shall be retained by the Agency 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
Agency 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.
The Series 2015 Bonds will be issued pursuant to Chapter 163, Part iII, Florida
Statutes, as amended, and other applicable provisions of law (collectively, the
"Act"), and pursuant and subject to the terms and conditions of Resolution No.
(c)
2015-adopted by the Board of Commissioners of the Agency (the
547
(d)
"Commission") on , 2015 (the "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 public
improvements in accordance with the Redevelopment Plan (as defined in the
Bond Resolution) and as described in Exhibit "A" of the Bond Resolution (the
"Series 2015 Redevelopment Project"), (ii) refund the Outstanding Prior Bonds,
as described in the Bond Resolution, (iii) fund the Debt Service Reserve Account,
and (iv) pay costs of issuance of the Series 2015 Bonds. It shall be a condition to
the obligation of the Agency 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 soid and delivered by the Agency and accepted
and paid for by the Underwriters at the Closing.
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 201 5 Bonds.
At the Closing, the Underwriters shall deliver to the Agency 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
Agency, in such quantity as may be requested by the Underwriters no later than
the earlier of (i) seven (7) business days after the date hereof, or (ii) one (l)
business day prior to the Closing date, in order to permit the Underwriters to
comply with Rule 15c2-12 (the "Rule") of the Securities and Exchange
Commission ("SEC"), and the applicable rules of the Municipal Securities
Rulemaking Board ("MSRB"), with respect to distribution of the Official
Statement
The Senior Managing Underwriter agrees to file the Official Statement with the
Electronic Municipal Market Access system ("EMMA") (accompanied by a
completed Form G-32) by the date of Closing. The filing of the Official
Statement with EMMA shall be in accordance with the terms and conditions
applicable to EMMA.
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
(e)
(0
548
occurs or a condition or circumstance exists which may make it necessary to
amend or supplement the Official Statement in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, the party discovering such event, condition or occurrence shall notify
the other party and if, in the reasonable opinion of the Agency 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
Agency, 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 Agency 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 Agency 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 Ruie 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 Agency, 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)(a) of
the Rule.
(g) The Agency hereby approves and authorizes the delivery and distribution of the
Preliminary Official Statement and the execution, delivery and distribution of the
Official Statement in substantially the form of the Preliminary Official Statement,
together with such other changes, amendments or supplements as shall be made
and approved in writing by the Senior Managing Underwriter and the Agency
prior to the Closing in connection with the public offering and sale of the Series
20i5 Bonds.
SECTION 2.
The Agency represents and warrants to and agrees with the Underwriters as follows:
(a) The Bond Resolution was adopted by the Commission at meetings duly called and
held in open session upon requisite prior pubiic notice pursuant to the laws of the
State of Florida and the standing resolutions and rules of procedure of the
Commission. The Agency has full right, power and authority to adopt the Bond
Resolution. On the date hereof, the Bond Resolution is, and, at the Closing shall
549
(b)
be, in full force and effect, and no portions thereof have been or shall have been
supplemented, repealed, rescinded or revoked. The Bond Resolution constitutes
the legal, valid and binding obligation of the Agency, enforceable in accordance
with its terms. The Bond Resolution creates a iien upon and pledge of Pledged
Funds, for the payment of principal and interest on the Series 2015 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 therein, in the light of the circumstances under
which they were made, not misleading. In addition, any amendments to the
Preliminary Official Statement and the Official Statement prepared and furnished
by the Agency pursuant hereto will not contain any untrue statement of a material
fact or omit to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading. The
Series 2015 Bonds, the Bond Resolution, the Escrow Deposit Agreements relatingto the refunding of the Prior outstanding Bonds (the "Escrow Deposit
Agreements") and the Disclosure Dissemination Agent Agreement relating to the
Series 2015 Bonds (the "Continuing Disclosure Agreement") conform to the
descriptions thereof set forth in the Official Statement.
The Agency is not in breach of or default under any applicable constitutional
provision, law or administrative regulation of the State of Florida or the United
States, or any agency or department of either, or any applicable judgment or
decree or any loan agreement, indenture, bond, note, resolution, agreement or
other instrument to which the Agency is a party or to which the Agency or any of
its properties or other assets is otherwise subject, and no event has occurred and is
continuing which, with the passage of time or the giving of notice, or both, would
constitute a default or event of default under any such instrument, in any such
case to the extent that the same would have a material and adverse effect upon the
business or properties or financial condition of the Agency, including the
Agency's receipts of the Trust Fund Revenues (as defined in the Bond
Resolution) in the amount contemplated by the official Statement; and the
execution and delivery of the Series 2015 Bonds, the Continuing Disclosure
Agreement, the Escrow Deposit Agreements and this Purchase Contract and the
adoption of the Bond Resolution, and compliance with the provisions on the
Agency's part contained in each, will not conflict with or constitute a breach of or
default under any constitutional provision, Iaw, administrative regulation,
judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or
other instrument to which the Agency is a party or to which the Agency or any of
its properties or other assets is otherwise subject, nor will any such execution,
delivery, adoption or compliance result in the creation or imposition of any lien,
charge or other security interest or encumbrance of any nature whatsoever upon
any of the properties or the assets of the Agency under the terms of any such law,
(c)
550
regulation or instrument, except as provided or permitted by the Series 2015
Bonds and the Bond Resolution.
(d) As of its date, the Preliminary Official Statement was deemed "final" (except for
permitted omissions) by the Agency for purposes of paragraph (bX1) of the Rule.
(e) On the date hereof, the Commission is the governing body of the Agency and the
Agency is, and will be on the date of the Closing, duly organized and validly
existing as a community Redevelopment agency under the Act, with the power
and authority set forth therein.
(0 The Agency has full right, power and authority to issue, sell and deliver the Series
2015 Bonds to the Underwriters as described herein; to provide funds to finance
the Series 2015 Redevelopment Project and to refinance the Outstanding Prior
Bonds; to enter into this Purchase Agreement, the Escrow Deposit Agreements
and the Continuing Disclosure Agreement (collectively, the "Bond Documents"),
to issue and deliver the Series 2015 Bonds as provided in this Purchase
Agreement and the Bond Resolution, to apply the proceeds of the sale of the
Series 2015 Bonds for the purposes described herein and in the Official
Statement, to execute and deliver the Bond Documents, and to carry out and
consummate the transactions contemplated by the aforesaid documents.
(g) At meetings of the Commission that were duly called and at which a quorum was
present and acting throughout, the Commission approved the execution and
delivery of the Series 2015 Bonds and the Bond Documents; authorized the
execution and delivery of the Official Statement; and authorized the use of the
Official Statement in connection with the public offering of the Series 2015
Bonds. The Agency represents that it will have no bonds or other indebtedness
outstanding that are secured by the Pledged Funds, 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.
(h) Since September 30, 2074, there has been no material adverse change in the
financial position, results of operations or condition, financial or otherwise, of the
Agency other than as disclosed in the Official Statement and the Agency has not
incurred liabilities that would materially adversely affect its ability to discharge
its obligations under the Bond Resolution or the Bond Documents, direct or
contingent, other than as disclosed in the Official Statement.
(i) No authorization, approval, consent or license of any governmental body or
authority, not already obtained, is required for the valid and lawful execution and
delivery by the Agency of the Series 2015 Bonds, the Bond Documents, the
Official Statement, the adoption of the Bond Resolution, and the performance of
its obligations thereunder or as contemplated thereby; provided, however, that no
representation is made concerning compliance with the registration requirements
551
C)
(k)
of the federal securities laws or the securities or Blue Sky laws of the various
states.
The Agency is not and has not been in default on any bond issued since
December 31, 197 5 that would be considered material by a reasonable investor.
Except as disclosed in the official Statement, there is no claim, action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any court,
governmental agency, or public board or body, pending or, to the best of its
knowledge, threatened: (i) contesting the corporate existence or powers of the
Agency or the commission, or the titles of the officers of the Agency or the
Commission to their respective offices; (ii) seeking to prohibit, restrain or enjoin
the sale, issuance or delivery of the Series 2015 Bonds or the collection of the
Trust Fund 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 decision, ruling or finding would materially adversely affect the
financial position of the Agency or the validity or enforceability of the Series
2015 Bonds, the Bond Resolution 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 Agency's ownership or operation of
the Series 2015 Redevelopment Project or any Redevelopment Projects, nor, to
the best knowledge of the Agency, 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 Agency, enforceable in
accordance with their respective terms, except insofar as the enforcement thereof
may be limited by bankruptcy, insolvency or similar laws relating to the
enforcement of creditors' rights.
The Agency will furnish such information, execute such instruments and take
such other action in cooperation with the Senior Managing Underwriter as the
Senior Managing Underwriter may reasonably request to: (i) qualify the Series
2015 Bonds for offer and sale under the "blue sky" or other securities laws and
regulations of such states and other jurisdictions of the United States of America
as the Senior Managing Underwriter may designate; (ii) determine the eligibility
of the Series 2015 Bonds for investment under the laws of such states and other
jurisdictions; and (iii) continue such qualifications in effect so long as required for
the distribution of the Series 2015 Bonds; provided that the Agency will not be
required to qualify to do business or submit to service of process in any such
jurisdiction.
The Agency has not been notified of any listing or the proposed listing of the
Agency by the Internal Revenue Service as an issuer whose arbitrage
certifications may not be relied upon.
(t)
(m)
(n)
552
(o)
(p)
(q)
(s)
(t)
(u)
(v)
Any cefiificate signed by any official of the Agency and delivered to the
Underwriters will be deemed to be a representation by the Agency to the
Underwriters as to the statements made therein.
The Agency will undertake, pursuant to the Continuing Disclosure Agreement, to
provide or cause to be provided to the MSRB certain annual financial information
and certain notices of material events, as more fully set forth in the Continuing
Disclosure Agreement. A description of the undertaking will be set forth in the
Official Statement.
The Financial Statements included in the Official Statement have been prepared
in accordance with generally accepted accounting principles applied on a
consistent basis with that of the audited combined financial statements of the
Agency and fairly present the financial condition and results of the operations of
the Agency at the dates and for the periods indicated.
(r) The Agency 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
Agency 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 Agency has agreed to undertake continuing
disclosure obligations.
At the time of Closing, the Agency 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 Agency 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 Agency in this Purchase Agreement, nor any
statement, certificate, document or exhibit furnished to or to be furnished by the
Agency 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 Agency
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
Agency will not incur any material liabilities, direct or contingent, nor will there
be any adverse change of a material nature in the financial position, results of
(w)
553
operations or condition, financial or otherwise, of the Agency, other than (i) as
contemplated by the Official Statement, or (ii) in the ordinary course of business.
SECTION 3.
On or before the acceptance by the Agency of this Purchase Agreement, the Underwriters
shall receive from the Agency certified copies of the Bond Resolution.
SECTION 4.
At 10:00 a,m. (Eastem Time) on ,2015, or at such earlier or later time or
date as the parties hereto mutually agree upon (the "Closing"), the Agency will cause to be
delivered to the Underwriters, at the offices of Squire Patton Boggs (US) LLP ("Bond Counsel"),
in the Agency of Miami, Florida or at such other place upon which the parties hereto may agree,
the documents mentioned in Section 5(b) of this Purchase Agreement and shall release the Series
2015 Bonds, in the form of one typewritten, fully registered bond with a CUSIP 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 Agency herein and the performance by the Agency of its
obligations hereunder, both as of the date hereof and as of the date of Closing. The Agency's
and the Underwriters' obligations under this Purchase Agreement are and will be subject to the
following further conditions :
(a) at the time of Closing: (i) the Bond Resolution and the Bond Documents will be
in full force and effect and will not have been amended, modified or
supplemented, except as may have been agreed to in writing by the Senior
Managing Underwriter; (ii) the proceeds of the sale of the Series 20i5 Bonds
shall be applied as described in the Official Statement; and (iii) the Commission
shall have duly adopted and there shall be in full force and effect, resolutions as,
in the opinion of Bond Counsel, shall be necessary in connection with the
transactions contemplated hereby;
(b) at or prior to the Closing, the Underwriters shall receive the following documents:
(i) 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 Appendi* _, either addressed to the Underwriters and the
Agency or accompanied by a letter addressed to the Underwriters
indicating that it may rely on said opinion as if it were addressed to them;
554
(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
I',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 2015 BONDS" (except for the information under the
subheading "RESERVE ACCOUNT"),] and believe that, insofar as
such statements purport to summarize certain provisions of the Series
2015 Bonds and the Bond Resolution, such statements present an accurate
summary of such provisions; (B) they have reviewed the statements in the
Official Statement under the caption "TAX MATTERS" and believe that
such statements are accurate; and (C) the 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");
(iii) the opinion of the Law Offices of Steve E. Bullock, P,A., Disclosure
Counsel to the Agency, dated the date of Closing and either addressed to
the Underwriters and the Agency 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 Agency 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 l5(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 Act;
(iv) the opinion of Raul Aguila, Esq., Counsel to the Agency, dated the date of
Closing and addressed to the Underwriters and the Agency, to the effect
that: (A) the Commission is the governing body of the Agency and the
Agency is validly existing as a public agency created under the Act, with
all corporate power necessary to conduct the operations described in the
Official Statement and to cary out the transactions contemplated by this
Purchase Agreement; (B) the Agency has obtained all governmental
consents, approvals and authorizations necessary for execution and
delivery of the Bond Documents, for issuance of the Series 2015 Bonds
and for execution and delivery of the Official Statement and
consummation of the transactions contemplated thereby and hereby; (C)
the Agency has full legal right, power and authority to pledge and grant a
lien on the Trust Fund Revenues, for the security of the Series 2015 Bonds
on parity and equal status with any other Bonds issued pursuant to the
l0
555
(v)
Bond Resolution; (D) the Agency has duly adopted the Bond Resolution
and approved the form, execution, distribution and delivery of the official
statement and the other Bond Documents; (E) the Series 2015 Bonds and
the Bond Documents have each been duly authorized, executed and
delivered by the Agency and, assuming due authorization, execution and
delivery thereof by the other parties thereto, if any, each constitutes a valid
and binding agreement of the Agency, enforceable in accordance with its
terms; (F) the information in the official Statement with respect to the
Agency (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
Agency, such counsel has no reason to believe that the official Statement
(excluding financial, statistical and demographic information (and
information reiating to DTC) contained as of its date or contains any
untrue statement of a material fact or omitted or omits to state any material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading; (G) except as disclosed in
the Official Statement under the caption "LITIGATION," there is no
action, suit, proceeding or investigation at law or in equity before or by
any court, public board or body pending or, to the best of knowledge of
such counsel, threatened, against or affecting the Commission or the
Agency challenging the validity of the Series 2015 Bonds, the Bond
Resolution, the Bond Documents, or any of the transactions contemplated
thereby or by the official Statement, or challenging the existence of the
Agency or the respective powers of the several offices of the offrcials of
the Agency or the titles of the officials holding their respective offices, or
challenging the Agency's ownership or operation of the Redevelopment
Projects or the pledge of the Trust Fund 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 Agency a breach of or default under,
or result in the creation of a lien on any property of the Agency (except as
contemplated therein) pursuant to any note, mortgage, deed of trust,
indenture, resolution or other agreement or instrument to which the
Commission or the Agency is a party, or any existing law, regulation,
court order or consent decree to which the Commission or the Agency is
subject;
a certificate, dated the date of Closing, signed on behalf of the Agency by
the Chairman and Executive Director of the Agency, setting forth such
11
556
matters as the Senior Managing Underwriter may reasonably require,
including that each of the representations of the Agency contained in
Section 2 hereof were true and accurate in all material respects onthe 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, flo event affecting the Agency, the Series 2015
Redevelopment Project 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 Agency by the Secretary of the Agency:
(vii) letters from Moody's Investors Service, Inc. ("Moody's") and Standard &
Poor's Ratings Services ("S&P") addressed to the Agency, to the effect
that the Series 2015 Bonds have been assigned ratings of"_" with a "_ outlook," respectively, which ratings
effect as of the Closing date;
(viii) a customary authorization and incumbency certificate, dated
Closing, signed by authorized officers of the Bond Registrar;
tt-" and
shall be in
the date of
(ix) 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;
(x) 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) such additional legal opinions, proceedings, instruments and other
documents as the Senior Managing Underwriter, Underwriters' Counsel or
Bond Counsel may reasonably request.
All of the opinions, letters, certificates, instruments and other documents mentioned in
this Purchase Agreement shall be deemed to be in compliance with the provisions of this
Purchase Agreement if, but only if, in the reasonable judgment of the Senior Managing
Underwriter and Underwriters' Counsel, they are satisfactory in form and substance.
SECTION 6.
If the Agency shali 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
t2
557
Underwriters and the Agency 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 Agency shall return the Good Faith Deposit as provided in Section l(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 Agency
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 request; fees and disbursements of Bond
Counsel; fees and disbursements of the Financial Advisor; any accounting fees;
the Bond Registrar fees; fees of the rating agencies; and any other fees as
described in Schedule A-1 hereto. The Agency shall pay any expenses incurred
by the Underwriters on behalf of the Agency 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 Agency's employees and
representatives; the Agency'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 Agency acknowledges and agrees that: (i) the transactions contemplated by this
Purchase Agreement are arm's length, commercial transactions between the Agency 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 Agency; (ii) the Underwriters have not
assumed any advisory or fiduciary responsibility to the Agency with respect to the transactions
contemplated hereby and the discr-rssions, undertakings and procedures leading thereto
(inespective of whether the Underwriters or their affiliates have provided other services or are
currently providing other services to the Agency on other matters); (iii) the only obligations the
Underwriters have to the Agency with respect to the transaction contemplated hereby expressly
are set forth in this Purchase Agreement; (iv) the Agency 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 Agency. 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 Agency and the
Underwriters.
13
558
SECTION 9.
The Underwriters shall have the right to cancel their obligations hereunder by if the
Senior Managing Underwriter notifies the Agency in writing of their election to do so between
the date hereof and the Closing if, at any time hereafter and on or prior to the Closing:
(a) A committee of the House of Representatives or the Senate of the Congress of the
United States shall have pending before it legislation, or a tentative decision with
respect to legislation shall be reached by a committee of the House of
Representatives or the Senate of the Congress of the United States of America, or
legislation shall be favorably reported by such a committee or be introduced, by
amendment or otherwise, in, or be passed by, the House of Representatives or the
Senate, or recommended to the Congress of the United States of America for
passage by the President of the United States of America, or be enacted by the
Congress of the United States of America, or an announcement or a proposal for
any such legislation shall be made by a member of the House of Representatives
or the Senate of the Congress of the United States, or a decision by a court
established under Article III of the Constitution of the United States of America
or the Tax Court of the United States of America shall be rendered, or a ruling,
regulation, or order of the Treasury Department of the United States of America
or the Internal Revenue Service shall be made or proposed having the purpose or
effect of imposing federal income taxation, or any other event shall have occurred
which results in or proposes the imposition of federal income taxation, upon
revenues or other income of the general character to be derived by the Agency,
any of its affiliates, state and local governmental units or by any similar body or
upon interest received on obligations of the general character of the Series 2015
Bonds which, in the Senior Managing Underwriter's opinion, materially and
adversely affects the market price of the Series 2015 Bonds.
(b) Any legislation, ordinance, rule, or regulation shall be introduced in or be enacted
by any governmental body, department, or agency of the United States or of any
state, or a decision by any court of competent jurisdiction within the United States
or any state shall be rendered which, in the Senior Managing Underwriter's
reasonable opinion, materially adversely affects the market price of the Series
2015 Bonds.
(c) A stop order, ruling, regulation, or official statement by, or on behalf of, the SEC
or any other governmental agency having jurisdiction of the subject matter shall
be issued or made to the effect that the issuance, offering, or sale of obligations of
the general character of the Series 2015 Bonds, or the issuance, offering, or sale
of the Series 2015 Bonds, including all the underlying obligations, as
contemplated hereby or by the Official Statement, is in violation or would be in
violation of any provisions of the federal securities laws as amended and then in
effect, including without limitation the registration provisions of the 1933 Act, or
the registration provisions of the Securities Exchange Act of 1934 (the "1934
Act"), or the qualification provisions of the 1939 Act.
14
559
(d)Legislation shall be introduced by amendment or otherwise in, or be enacted by,
the Congress of the United States of America, or a decision by a court of the
United States of America shall be rendered to the effect that obligations of the
general character of the Series 2015 Bonds, including aii the underlying
obiigations, are not exempt from registration under or from other requirements of
the 1933 Act or the 1934 Act, or with the purpose or effect of otherwise
prohibiting the issuance, offering, or sale of obligations of the general character of
the Series 2015 Bonds, as contemplated hereby or by the official Statement.
Any event shall have occurred, or information shall have become known, which,
in the Senior Managing Underwriter's reasonable opinion, makes untrue in any
material respect any representation by or certificate of the Agency hereunder, or
any statement or information furnished to the Underwriters by the Agency for use
in connection with the marketing of the Series 2015 Bonds or any material
statement or information contained in the Official Statement as originally
circulated contains an untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading; provided, however,
that the Agency 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
governmental authority, shall impose, as to Series 2015 Bonds or obligations of
the general character of the Series 2015 Bonds, any material restrictions not now
in force, or increase materially those now in force, with respect to the extension of
credit by, or a change to the net capital requirements of, the Underwriters.
A general banking moratorium or suspension or limitation of banking services
shall have been established by 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 restrain, enjoin, or otherwise prohibit the issuance, sale, or delivery
of the Series 2015 Bonds by the Agency or the purchase, offering, sale, or
distribution of the Series 2015 Bonds by the Underwriters, or for any
investigatory or other proceedings under any federal or state securities laws or the
rules and regulations of the National Association of Securities Dealers, Inc.
relating to the issuance, sale, or delivery of the Series 2015 Bonds by the Agency
or the purchase, offering, sale, or distribution of the Series 2015 Bonds by the
Underwriters.
(e)
(0
(g)
(h)
(i)
15
560
There shall have occurred any new outbreak or escalation of hostilities, any
declaration by the United States of war or any national or intemational calamity
or crisis, the effect of such outbreak, escalation, declaration, calamity or crisis
being such as would cause a major disruption in the municipal bonds market and
as, in the reasonable judgment of the Senior Managing Underwriter, would make
it impracticable or inadvisable for the Underwriters to market the Series 2015
Bonds or to enforce contracts for the sale of the Series 2015 Bonds.
Prior to Closing, any of the rating agencies which have rated the Series 2015
Bonds shall inform the Agency 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
downgrading, 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 Agency 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 Agency, 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.
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 Agency at:
Miami Beach Redevelopment Agency
clo City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach, FL 33139
Attention: John Woodruff, Interim Chief Financial Officer
To the Underwriters (as the Senior Managing Underwriter, the representative on behalf of
the Underwriters) at:
Morgan Stanley & Co., LLC
1560 Sawgrass Corp Pkwy, Suite 479
Sunrise, Florida 33323
Attention: J.W. Howard
0)
(k)
(l)
r6
561
SECTION 11.
This Purchase Agreement is made solely for the benefit of the Agency and the
Underwriters (including the successors or assigns of the Underwriters), and no other person,
partnership, association or corporation shall acquire or have any right hereunder or by virtue
hereof.
SECTION 12.
All the representations, warranties and agreements of the Underwriters and the Agency 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
agreement; such counterparts may be delivered by facsimile transmission.
[Signature Page to FollowJ
t7
562
If the foregoing is acceptable to you, please sign below and this Purchase Agreement will
become a binding agreement between the Agency and the underwriters.
Very Truly Yours,
MORGAN STANLEY &, CO. LLC, on behalf of
itself and WELLS FARGO BANK, NATIONAL
ASSOCIATION, MERRILL LYNCH, PIERCE,
FENNER &, SMITH INCORPORATED,
RAYMOND JAMES & ASSOCIATES, INC., and
LOOP CAPITAL MARKETS LLC
By:
Name:
Title:
Accepted and confirmed as of the date
first above written:
MIAMI BEACH REDEVELOPMENT
AGENCY
By:
Name:
Title:
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
Chairperson
J-C''(-
Redevelopment Agency
Geneial Couniel 'y'13
i8
563
EXHIBIT A
(Disclosure and Truth-in-Bonding Statement)
(_
MIAMI BEACH REDEVELOPMENT AGENCY
Tax Increment Revenue Bonds,
Series 201 5
(City Center/Historic Convention Village)
,2015
Board of Commissioners of the
Miami Beach Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Ladies and Gentlemen:
In connection with the proposed execution and delivery of the $Miami
Beach Redevelopment Agency Tax Increment Revenue Bonds, Series 2015 (City Center/Historic
Convention Viliage) (the "Series 2015 Bonds"), Morgan Stanley & Co. LLC (the "senior
Managing Underwriter"), acting on behalf of itself Wells Fargo Bank, National Association,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Raymond James & Associates, Inc., and
Loop Capital Markets LLC (collectively, with the Senior Managing Underwriter, the
"Underwriters"), 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 Miami Beach Redevelopment Agency (the "Agency") and the Underwriters which
will embody the negotiations in respect thereof (the "Purchase Agreement").
The purpose of this letter is to furnish, pursuant to the provisions of Section 218.385,
Florida Statutes, as amended, certain information in respect of the arrangements contemplated
for the underwriting of the Series 2015 Bonds as follows:
(a) The nature and estimated amounts of expenses to be incurred by the Underwriters
in connection with the purchase and reoffering of the Series 2015 Bonds are set
forth in schedule A-1 attached hereto.
(b) No person has entered into an understanding with the Underwriters or, to the
knowledge of the Underwriters, with the Agency for any paid or promised
compensation or valuable consideration, directly or indirectly, expressly or
impiied, to act solely as an intermediary between the Agency 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.
(c) The total underwriting spread is $($
Exhibit A-1
/$1,000 of Bonds).
564
(e)
(f)
(d) The Management Fee is $_ ($_/$1,000 of Bonds).
The Underwriters' Expenses are $($-./$1,000 of Bonds).
No other fee, bonus or other compensation has been or will be paid by the
Underwriters in connection with the issuance of the Series 2015 Bonds to any
person not regularly employed or retained by the Underwriters, except
Underwriters' counsel, Greenberg Traurig, P.A., as shown on Schedule A-l
hereto, including any "finder" as defined in Section 218.386(1)(a), Florida
Statutes, as amended.
The names and addresses of the Underwriters are:
Morgan Stanley & Co. LLC
1560 Sawgrass Corp Pknry, Suite 479
Sunrise, Florida 33323
Attn: J.W. Howard
Wells Fargo Bank, National Association
2363 Gulf-to-Bay Blvd, Suite 200
Clearwater, Florida 337 65
Attn: J. Michael Olliff
Bank of America Merrill Lynch
355 Alhambra Circle, Suite 1360
Coral Gables, Florida 33134
Attn: Jose R. Pagan
Raymond James & Associates, Inc.
Attn:
Loop Capital Markets LLC
111 West Jackson Blvd., Suite 1901
Chicago, Illinois 60604
Attn: Deborah Knox
TheAgencyisproposingtoissue$-principalamountoftheSeries
2015 Bonds, as described in the Official Statement dated ,2015
relating to the Series 20i5 Bonds (the "Official Statement"). These obligations
are expected to be repaid over a period of approximately _ years. At a true
interest cost rate of -_-Yo,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
redevelopment projects, (ii) refinance the outstanding Prior Bonds, (iii) [fund
required reserves, and (iv)] pay costs of issuance of the Series 2015 Bonds.
(e)
(h)
Exhibit A-2
565
(i) The anticipated source of repayment or security for the Series 2015 Bonds is the
Trust Fund Revenues (as defined in the Bond Resolution, which in turn is defined
in the Purchase Agreement). Authorizing these obligations will result in an
annual amount of approximately $_ (total debt service divided by _years) of the aforementioned funds not being available each year to finance the
other services of the Agency over a period of approximatery _ years.
fRemainder of page intentionally left blank]
Exhibit A-3
566
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,
MORGAN STANLEY &. CO. LLC, on behalf of
itself and WELLS FARGO BANK, NATIONAL
ASSOCIATION, MERRILL LYNCH, PIERCE,
FENNER &, SMiTH INCORPORATED,
RAYMOND JAMES & ASSOCIATES, INC., and
LOOP CAPITAL MARKETS LLC
By:
Name:
Title:
Exhibit A-4
567
SCHEDULE "A-1"
DETAILED BREAKDOWN OF UNDERWRITERS' DISCOUNT
MIAMI BEACH REDEVELOPMENT AGENCY
Tax Increment Revenue Bonds
Series 201 5
(City Center / Historic Convention Village)
Spread Breakdown
Underwrite r/Takedown :
Expenses:
Total
Expense Breakdown
Total
$/$ 1.000
$/$ 1.000
Amount
Amount
Schedule A-1
568
EXHIBIT B
s--
MIAMI BEACH REDEVELOPMENT AGENCY
Tax Increment Revenue Bonds,
Series 2015
(City Center / Historic Convention Village)
MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS AND
PRICES
$ Serial Bonds
Maturity Principal( 1) Amount Interest Rate yield price
$_ _% Term Bond Due
--
l, _t yield _yq price _o/o$_ _% Term Bond Due _ l, _-t yield %; pri"r-yo
[Insert Redemption Provisions]
MIA 184716594v2
Exhibit B-1
569
DISCLOSURE DISSEMINATION AGENT AGREEMENT
This Disclosure Dissemination Agent Agreement (the "Disclosure Agreement"), dated as
of , 2075, is executed and delivered by the Miami Beach Redevelopment
Agency (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 I 5c2-12 of the United
States Securities and Exchange Commission under the Securities Exchange Act of 1934, as the
same may be amended from time to time (the "Rule").
The services provided under this Disclosure Agreement solely relate to the execution of
instructions received from the Issuer through use ofthe DAC system and do not constitute
"advice" within the meaning of the Dodd-Frank Wall Street Reform and Consumer Protection
Act (the "Act"). DAC will not provide any advice or recommendation to the Issuer or anyone on
the Issuer's behalf regarding the "issuance of municipal securities" or any "municipal financial
product" as defined in the Act and nothing in this Disclosure Agreement shall be interpreted to
the contrary.
SECTION 1. Definitions . Capitalized terms not otherwise defined in this Disclosure
Agreement shall have the meaning assigned in the Rule or, to the extent not in conflict with the
Rule, in the Official Statement (hereinafter defined). The capitalized terms shall have the
following meanings:
"Annual Filing Date" means the date, set in Sections 2(a) and 2(f), by which the Annual
Report is to be filed with the MSRB.
"Annual Financial Information" means annual financial information as such term is used
in paragraph (bX5Xi) of the Rule and specified in Section 3(a) of this Disclosure Agreement.
"Annual Report" means an Annual Report described in and consistent with Section 3 of
this Disclosure Agreement.
"Audited Financial Statements" means the financial statements (if any) of the Issuer for
the prior Fiscal Year, certified by an independent auditor as prepared in accordance with
generally accepted accounting principies or otherwise, as such term is used in paragraph (bX5Xi)
of the Rule and specified in Section 3(b) of this Disclosure Agreement.
"Bonds" means the bonds as listed on the attached Exhibit A, with the 9-digit CUSIP
numbers relating thereto.
"Certification" means a written certification of compliance signed by the Disclosure
Representative stating that the Annual Report, Audited Financial Statements, Voluntary Report,
Notice Event notice or Failure to File Event notice delivered to the Disclosure Dissemination
Agent is the Annual Report, Audited Financial Statements, Voluntary Report, Notice Event
notice or Failure to File Event notice required to be submitted to the MSRB under this Disclosure
Agreement. A Certification shall accompany each such document submitted to the Disclosure
Dissemination Agent by the Issuer and include the full name of the Bonds and the 9-digit CUSIP
numbers for all Bonds to which the document applies.
003-4430-47 28 I 3 /AM ER rCAS
570
"Disclosure Dissemination Agent" means Digital Assurance Cerlification, 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 Executive Director 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 t'ailure to file an Annual Report on or before
the Annual Filing Date.
"Force Majeure Event" means: (i) acts of God, war, orterroristaction; (ii) failure or shut-
down of the Electronic Municipal Market Access system maintained by the MSRB; or (iii) to the
extent beyond the Disclosure Dissemination Agent's reasonable control, intemrptions in
telecommunications or utilities services, failure, malfunction or error of any telecommunications,
computer or other electrical, mechanical or technological application, service or system,
computer virus, interruptions in Internet service or telephone service (including due to a virus,
electrical delivery problem or similar occurrence) that affect Internet users generally, or in the
local area in which the Disclosure Dissemination Agent or the MSRB is located, or acts of any
government, regulatory or any other competent authority the effect of which is to prohibit the
Disclosure Dissemination Agent from performance of its obligations under this Disclosure
Agreement.
"Hoider" 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.
"lnformation" 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 (bXsXiXC) of the Rule
and listed in Section 4(a) of this Disclosure Agreement.
"Obligated Person" means any person, including the Issuer, who is either generally or
through an enterprise, fund, or account of such person committed by contract or other
arrangement to support payment of all, or part of the obligations on the Bonds (other than
providers of municipal bond insurance,letters of credit, or other liquidity facilities).
"Official Statement" means that Official Statement prepared by the Issuer in connection
with the Bonds.
"Voluntary Report" means the information provided to the Disclosure Dissemination
Agent by the issuer pursuant to Section 7.
003-4430-47 28 / 3 lAM ERTCAS
571
SECTION 2. Provision of Annual Reporls.
(a) The issuer shall provide, annually, an electronic copy of the Annual Report and
Certification to the Disclosure Dissemination Agent, not later than 30 days prior to the Annual
Filing Date. Promptly upon receipt of an electronic copy of the Annual Report and the
Certification, the Disclosure Dissemination Agent shall provide an Annual Report to the MSRB
not later than two hundred forty (240) days after the end of each Fiscal Year, commencing with
the Fiscal Year ended September 30,2015. Such date and each anniversary thereof is the Annual
Filing Date. The Annual Report may be submitted as a single document or as separate documents
comprising a package, and may cross-reference other information as provided in Section 3 of this
Disclosure Agreement.
(b) If on the fifteenth (15th) day prior to the Annual Filing Date, the Disclosure
Dissemination Agent has not received a copy of the Annual Report and Certification, the
Disclosure Dissemination Agent shall contact the Disclosure Representative by telephone and in
writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the Annual
Report pursuant to Section 2(a). Upon such reminder, the Disclosure Representative shall either
(i) provide the Disclosure Dissemination Agent with an electronic copy of the Annual Report and
the Certification no later than two (2) business days prior to the Annual Filing Date, or (ii)
instruct the Disclosure Dissemination Agent in writing that the Issuer will not be able to file the
Annual Report within the time required under this Disclosure Agreement, state the date by which
the Annual Report for such year will be provided and instruct the Disclosure Dissemination
Agent that a Failure to File Event has occurred and to immediately send a notice to the MSRB in
substantially the form attached as Exhibit B.
(c) If the Disclosure Dissemination Agent has not received an Annual Report and
Certification by 10:00 a.m. Eastern Time on the Annual Filing Date (or if such Annual Filing
Date falls on a Saturday, Sunday or holiday, then the first business day thereafter) for the Annual
Report, a Failure to File Event shall have occurred and the Issuer irrevocably directs the
Disclosure Dissemination Agent to immediateiy send a notice to the MSRB in substantially the
form attached as Exhibit B, without reference to the anticipated filing date for the Annual
Report.
(d) If Audited Financial Statements of the Issuer are prepared but not available prior
to the Annual Filing Date, the Issuer may provide an electronic copy of its unaudited financial
statements to the Disclosure Dissemination Agent and shall, when the Audited Financial
Statements are available, provide in a timely manner an electronic copy of the Audited Financial
Statements to the Disclosure Dissemination Agent, accompanied by a Certification, in each case
for filing with the MSRB.
(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;
003-4430-47 28 / 3 /AMERTCAS
572
(iii) upon receipt, promptly file each of the unaudited financial statements and
each of the Audited Financial Statements received under Section 2(d) with the MSRB;
(iv) upon receipt, promptly file the text of each Notice Event received under
Sections 4(a) and 4(bxii) with the MSRB, identifying the Notice Event as instructed by
the Issuer pursuant to Section 4(a) or 4(bxii) (being any of the categories set forth below)
when filing pursuant to the Section of this Disclosure Agreement indicated:
1. "Principal and interest payment delinquencies," pursuant to
Sections 4(c) and a(a)(1);
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@)e);
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 (lRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the security, or other material events affecting the tax
status of the security," pursuant to Sections 4(c) and a@)$);
7 . "Modifications to rights of securities holders, if material," pursuant
to Sections 4(c) and a@)Q);
8. "Bond calls, if material, and tender offers" pursuant to Sections
4(c) and a(a)(8);
9. "Defeasances," pursuant to Sections 4(c) and 4(a)(9);
10. "Release, substitution, or sale of property securing repayment of
the securities, if material," pursuant to Sections 4(c) and 4(a)(10);
1 1 . "Rating changes," pursuant to Sections 4(c) and a(a)( I 1),
12. "Bankruptcy, insolvency, receivership or similar event of the
obligated person," pursuant to Sections 4(c) and a@)Q2);
I 3. "The consummation of a merger, consolidation, or acquisition
involving an obligated person or the sale of all or substantially all of the assets of
the obligated person, other than in the ordinary course of business, the entry into a
definitive agreement to undertake such an action or the termination of a definitive
003-4430-4728/3/ AM ER rCAS
573
agreement relating to any such actions, other than pursuant to its terms, if
material," pursuant to Sections 4(c) and 4(a)(13); and
14. "Appointment of a successor or additional trustee or the change of
name of a trustee, if material," pursuant to Sections 4(c) and a@)Q$.
(v) upon receipt (or irrevocable direction pursuant to Section 2(c) of this
Disclosure Agreement, as applicable), promptly file a completed copy of Exhibit B to this
Disclosure Agreement with the MSRB, identifying the filing as "Failure to provide
annual information as required" when filing pursuant to Section 2(bxii) or Section 2(c) of
this Disclosure Agreement;
(vi) upon receipt, promptly file the text of each Voluntary Report received
under Section 7 with the MSRB.
(vii) provide the Issuer evidence of the filings of each of the above when made,
which shall be by means of the DAC system, for so long as DAC is the Disclosure
Dissemination Agent under this Disclosure Agreement.
(0 The Issuer may adjust the Annual Filing Date upon change of its Fiscal Year by
providing written notice of such change and the new Annual Filing Date to the Disclosure
Dissemination Agent and the MSRB, provided that the period between the existing Annual
Filing Date and new Annual Filing Date shall not exceed one year.
(g) Any Information received by the Disclosure Dissemination Agent before 10:00
a.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 1l:59 p.m. Eastern time on the same business
day; provided, however, the Disclosure Dissemination Agent shall have no liability for any delay
in filing with the MSRB if such delay is caused by a Force Majeure Event, provided that the
Disclosure Dissemination Agent uses reasonable efforts to make any such filing as soon as
possible.
SECTION 3. Content of Annual Reports.
(a) Each Annual Report shall contain the following Annual Financial Information for
the prior Fiscal Year: the information in the Official Statement [in the table under the caption
"HISTORICAL AND PROJECTED DEBT SERVICE COVERAGE" and in the table entitled
"Miami Beach Redevelopment Agency Historical and Projected Taxable Real Property and Tax
Increment Revenues City Center Historic Convention Village" and issuance of additional debt
payable from the Pledged Fundsl.
(b) Audited Financial Statements prepared in accordance with generally accepted
accounting principles ("GAAP") will be included in the Annual Report, but may be provided in
accordance with Section 2(d).
Any or all of the items listed above may be included by specific reference to other
documents, including official statements of debt issues with respect to which the Issuer is an
5
003-4430-4728/3/AM ER r CAS
574
Obligated Person, which have been previously filed with the Securities and Exchange
Commission or available to the public on the MSRB Internet Website. if the document
incorporated by reference is a final official statement, it must be available from the MSRB. The
Issuer will clearly identify each such document so incorporated by reference.
Any Annual Financial Information containing modified operatin g 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. Reportins 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 defauits, if material;
3. Unscheduled draws on debt service reserves reflecting financial
difficulties;
4. Unscheduled draws on credit enhancements relating to the Bonds
refl ecting fi nancial diffi culties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form
5701-TEB) or other material notices or determinations with respect to the tax status of the
security, or other material events affecting the tax status of the Bonds;
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;
1 1. Rating changes on the Bonds;
12. Bankruptcy, insolvency, receivership or similar event of the Obligated
Person;
Note: forthepurposesoftheeventidentifiedinthissubsection4(a)(12),theeventisconsideredto
occur when any of the following occur: the appointment of a receiver, fiscal agent or similar fficer for an
Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state
orfederal law inwhich a court or governmental authority has assumed jurisdiction over substantiatty all of
the assets or bttsiness of the Obligated Person, or if such jurisdiction has been assumed by leaving the
existing governmentql body and fficials or fficers in possession but subject to the superuision and orders
6
0o3 - 443 0 - 47 28 / 3 /AM ER rCAS
575
of a court or governmental authority, or the entry of an order confirming a plan of reorganization,
drrangement or liqttidation b1t a cottrt 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 atimely manner not in excess of ten (10) business days after its occurrence,
notify the Disclosure Dissemination Agent in writing of the occurrence of a Notice Event. Such
notice shall instruct the Disclosure Dissemination Agent to report the occurrence pursuant to
subsection (c) and shall be accompanied by a Certification. Such notice or Certification shall
identify the Notice Event that has occurred (which shall be any of the categories set forth in
Section 2(e)(iv) of this Disclosure Agreement), include the text of the disclosure that the Issuer
desires to make, contain the written authorization of the Issuer for the Disclosure Dissemination
Agent to disseminate such information, and identify the date the Issuer desires for the Disclosure
Dissemination Agent to disseminate the information (provided that such date is not later than the
tenth (l0th) business day after the occurrence of the Notice Event).
(b) The Disclosure Dissemination Agent is under no obligation to notify the Issuer or
the Disclosure Representative of an event that may constitute a Notice Event. In the event the
Disclosure Dissemination Agent so notifies the Disclosure Representative, the Disclosure
Representative will within two business days of receipt of such notice (but in any event not later
than the tenth (10th) business day after the occuffence of the Notice Event, if the Issuer
determines that a Notice Event has occurred), instruct the Disclosure Dissemination Agent that
(i) a Notice Event has not occurred and no filing is to be made or (ii) a Notice Event has occurred
and the Disclosure Dissemination Agent is to report the occurrence pursuant to Section 4(c),
together with a Certification. Such notice or Certification shall identify the Notice Event that has
occurred (which shall be any of the categories set forth in Section 2(e)(iv) of this Disclosure
Agreement), include the text of the disclosure that the Issuer desires to make, contain the written
authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such
information, and identify the date the Issuer desires for the Disclosure Dissemination Agent to
disseminate the information (provided that such date is not later than the tenth (10th) business
day after the occurrence of the Notice Event).
(c) If the Disclosure Dissemination Agent has been instructed by the Issuer as
prescribed in subsection (a) or (bxii) of this Section 4 to report the occurrence of a Notice Event,
the Disclosure Dissemination Agent shall promptly file a notice of such occurrence with the
MSRB in accordance with Section 2(e)(iv) hereof.
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 Reporls filed pursuant to Section 7(a), the Issuer shall indicate the
7
003-4 430 -41 28 / 3 /AM ERtCAS
576
full name of the Bonds and the 9-digit CUSIP numbers for the Bonds as to which the provided
information relates.
SECTION 6. Additional Disclosure Obligations. The Issuer acknowledges and
understands that other state and federal laws, including but not limited to the Securities Act of
1933 and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, may apply to the
Issuer, and that the failure of the Disclosure Dissemination Agent to so advise the Issuer shall not
constitute a breach by the Disclosure Dissemination Agent of any of its duties and
responsibilities under this Disclosure Agreement. The Issuer acknowledges and understands that
the duties of the Disclosure Dissemination Agent relate exclusively to execution of the
mechanical tasks of disseminating information as described in this Disclosure Agreement.
SECTION 7. Voluntary Reports.
(a) The Issuer may instruct the Disclosure Dissemination Agent to file information
with the MSRB, from time to time pursuant to a Certification of the Disclosure Representative
accompanying such information (a "Voluntary Report").
(b) Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from
disseminating any other information through the Disclosure Dissemination Agent using the
means of dissemination set forth in this Disclosure Agreement or including any other
information in any Annual Report, Audited Financial Statements, Voluntary Report, Notice
Event notice or Failure to File Event notice, in addition to that required by this Disclosure
Agreement. If the Issuer chooses to include any information in any Annual Report, Audited
Financial Statements, Voluntary Report, Notice Event notice, or Failure to File Event notice in
addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have
no obligation under this Disclosure Agreement to update such information or include it in any
future Annual Report, Audited Financial Statements, Voluntary Report, Notice Event notice or
Failure to File Event notice.
SECTION 8. Termination of Reporting Obligation. The obligations of the Issuer and
the Disclosure Dissemination Agent under this Disclosure Agreement shall terminate with
respect to the Bonds upon the legal defeasance, prior redemption or payment in full of all of the
Bonds, when the Issuer is no longer an Obligated Person with respect to the Bonds, or upon
delivery by the Disclosure Representative to the Disclosure Dissemination Agent of an opinion
of nationally recognized bond counsel to the effect that continuing disclosure is no longer
required.
SECTION 9. Disclosure Dissemination Agent. The Issuer has appointed Digital
Assurance Certification, L.L.C. as exclusive Disclosure Dissemination Agent under this
Disclosure Agreement. The Issuer may, upon thirty 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
Issuer or DAC, the Issuer agrees to appoint a successor Disclosure Dissemination Agent or,
aiternately, agrees to assume all responsibilities of Disclosure Dissemination Agent under this
Disclosure Agreement for the benefit of the Holders of the Bonds. Notwithstanding any
003-4430-4728/3/ AM ER r CAs
577
replacement or appointment of a successor, the Issuer shall remain liable until payment in fr-rll for
any and all sums owed and payable to the Disclosure Dissemination Agent. The Disclosure
Dissemination Agent may resign al any time by providing thirty days' prior written notice to the
Issuer.
SECTION 10. Remedies in Event of Default. In the event of a failure of the issuer or
the Disclosure Dissemination Agent to comply with any provision of this Disclosure Agreement,
the Holders'rights to enforce the provisions of this Disclosure Agreement shall be limited solely
to a right, by action in mandamus or for specific performance, to compel performance of the
parties' obligation under this Disclosure Agreement. Any failure by a party to perform in
accordance with this Disclosure Agreement shall not constitute a default on the Bonds or under
any other document relating to the Bonds, including the Bond Resolution, and all rights and
remedies shall be limited to those expressly stated herein.
SECTION 1 1. 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 Issuer has provided such information to the Disclosure Dissemination
Agent as required by this Disclosure Agreement. The Disclosure Dissemination Agent shall
have no duty with respect to the content of any disclosures or notice made pursuant to the terms
hereof. The Disclosure Dissemination Agent shall have no duty or obligation to review or verify
any information or any other information, disclosures or notices provided to it by the Issuer and
shall not be deemed to be acting in any fiduciary capacity for the Issuer, the Holders of the
Bonds or any other party. The Disclosure Dissemination Agent shall have no responsibility for
the Issuer's failure to report to the Disclosure Dissemination Agent a Notice Event or a duty to
determine the materiality thereof. The Disclosure Dissemination Agent shall have no duty to
determine, or liability for failing to determine, whether the Issuer has complied with this
Disclosure Agreement. The Disclosure Dissemination Agent may conclusively rely upon
certifications of the Issuer at all times.
The obligations of the Issuer under this Section shall survive resignation or removal of
the Disclosure Dissemination Agent and defeasance, redemption or payment of the Bonds.
(b) The Disclosure Dissemination Agent may, from time to time, consult with legal
counsel (either in-house or extemal) of its own choosing in the event of any disagreement or
controversy, or question or doubt as to the construction of any of the provisions hereof or its
respective duties hereunder, and shall not incur any liability and shall be fully protected in acting
in good faith upon the advice of such legal counsel. The reasonable fees and expenses of such
counsel shall be payable by the Issuer.
(c) All documents, reports, notices, statements, information and other materials
provided to the MSRB under this Disclosure Agreement shall be provided in an electronic format
and accompanied by identifying information as prescribed by the MSRB.
003-4430-47 28 / 3 /AMERt CAS
578
SECTION 12. Amendment: Waiver. Notwithstanding any other provision of this
Disclosure Agreement, the Issuer and the Disclosure Dissemination Agent may amend this
Disclosure Agreement and any provision of this Disclosure Agreement may be waived, if such
amendment or waiver is supported by an opinion of counsel expert in federal securities laws
acceptable to both the Issuer and the Disclosure Dissemination Agent to the effect that such
amendment or waiver does not materially impair the interests of Holders of the Bonds and would
not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or
waiver had been effective on the date hereof but taking into account any subsequent change in or
official interpretation of the Rule; provided neither the Issuer or the Disclosure Dissemination
Agent shall be obligated to agree to any amendment modifying their respective duties or
obligations without their consent thereto.
Notwithstanding the preceding paragraph, the Disclosure Dissemination Agent shall have
the right to adopt amendments to this Disclosure Agreement necessary to comply with
modifications to and interpretations of the provisions of the Rule as announced by the Securities
and Exchange Commission from time to time by giving not less than 20 days written notice of
the intent to do so together with a copy of the proposed amendment to the Issuer. No such
amendment shall become effective if the Issuer shall, within l0 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 Paymentsl No Personal Liability. Notwithstanding anything to
the contrary contained in this Disclosure Agreement, the Issuer shall be required to use only Trust
Fund 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 Trust Fund Revenues for that purpose. This Disclosure Agreement does not and shall not
constitute a general obligation of the Issuer. No covenant, stipulation, obligation or agreement of
the Issuer contained in this Disciosure Agreement shall be deemed to be a covenant, stipulation,
obiigation or agreement of any present or future officer, agent or employee of the Issuer in other
than that person's offrcial capacity.
SECTION 14. Beneficiaries. This Disclosure Agreement shall inure solely to the
benefit of the Issuer, the Disclosure Dissemination Agent, the Underwriters, and the Holders
from time to time of the Bonds, and shall create no rights in any other person or entity.
SECTION 15. Governins 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.
003-4430-4728/31 AM ER rCAS
l0
579
The Disclosure Dissemination
Agreement to be executed, on the date
authorized.
Agent and the Issuer have
first written above, by their
caused this Disclosure
respective officers duly
DIGITAL AS SURANCE CERTIFICATION,
L.L.C., as Disclosure Dissemination Agent
By:
Name:
Title:
MIAMI BEACH
as Issuer
REDEVELOPMENT AGENCY,
By:
Jimmy L. Morales
Executive Director
APFROVED AS TG
FORM & LANGUAGE
& FOR EXECUTTON
P , C"t-
Redeveloprnent Aoencv--G";;I;i couni"i'-ff
t1
oo3-A430-4728/3/ AM E R rCAs
580
EXHIBIT A
NAME AND CUSIP NUMBERS OF BONDS
Name of Issuer: Miami Beach Redevelopment Agency
Obligated Person: Miami Beach Redevelopment Agency
Name of Bond Issue:
Date of Issuance:
Date of Official Statement:
,2075
20t5
CUSIP Numbers:
A-1
o03 - 4 410 -47 28 / 3 / AM E R rCAS
581
EXHIBIT B
NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT
Issuer:Miami Beach Redevelopment Agency
Obligated Person: Miami Beach Redevelopment Agency
Name of Bond Issue:
Date of Issuance: ,2015
NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with
respect to the above-named Bonds as required by the Disclosure Dissemination Agent
Agreement, dated as of _, 2015, between the Issuer and Digital Assurance
Certification, L.L.C., ut pit.lorr.. Oi*ination Agent. The Issuer has notified the Disclosure
Dissemination Agent that it anticipates that the Annual Report will be hled by
Dated:
Digital Assurance Certification, L.L,C., as
Disclosure Dissemination Agent, on behalf
of the Issuer
cc: Miami Beach Redevelopment Agency
B-1
003-4430-4728/3/AM ER r CAS
582
MIAMI BEACH REDEVELOPMENT AGENCY
and
U.S. BANK NATIONAL ASSOCIATION,
as Escrow Agent
ESCROW DEPOSIT AGREEMENT
Relating to
TAX INCREMENT REVENUE BONDS, TAXABLE SERIES 19984
(CITY CENTER/HISTORIC CONVENTION VILLAGE)
and
TAX INCREMENT REVENUE REFLINDING BONDS, TAXABLE SERIES 2OO5A
(CITY CENTEzuHISTORIC CONVENTION VILLAGE)
DATED AS OF ,2015
003-4430-47 42 I 4 IAM ER rCAS
583
ESCROW DEPOSIT AGREEMENT
ESCRow DEPoslr AGREEMENT (he "Agreement") made and entered into as
, 2015, by and between the MIAMI BEACH REDEVELOPMENT AGENCY
(the "Agency") and U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent (the "Escrow
Agent").
WITNESSETH:
WHEREAS, the Agency has heretofore issued its (i) $29,105,000 aggregate principal
amount of Miami Beach Redevelopment Agency Tax Increment Revenue Bonds, Taxabie Series
19984 (City Center/Historic Convention Village), dated as of July 29, 1998, presently
outstanding in the principal amount of $10,000,000 (the "Outstanding Series 1998A Bonds"),
and (ii) $51,440,000 aggregate principal amount of Miami Beach Redevelopment Agency Tax
Increment Revenue Refunding Bonds, Taxable Series 20054 (City Center/Historic Convention
Village), dated as of September 22, 2005, presently outstanding in the principal amount of
$27,815,000 (the "Outstanding Series 20054 Bonds"), all pursuant to the provisions of
Resolution No. 150-94 adopted by the Board of Commissioners of the Agency (the
"Commission") on January 5,1994, as supplemented (collectively, the "Prior Bond Resolution");
and
WHEREAS, the Agency desires to refund and defease (i) all of the Outstanding Series
19984 Bonds (the "Refunded Series 19984 Bonds"), and (ii) all of the Outstanding Series
2005A Bonds (the "Refunded Series 20054 Bonds," and together with the Refunded Series
1998,4 Bonds, the "Refunded Bonds"), ut more particularly described in Schedule A attached
hereto and made apart hereof; and
WHEREAS, the Agency has issued its $aggregate principal amount of
Miami Beach Redevelopment Agency Tax Increment Revenue [and] Refunding Bonds, Series
2015- (City Center/Historic Convention Village) (the "Bonds"), pursuant to the provisions of
Resoiution No. _-2015 adopted by the Commission on _,2075 (the "Bond
Resolution"), a portion of the proceeds of which Bonds is to be deposited with the Escrow Agent
to provide, with investment earnings thereon and certain other available moneys, for the
refunding and defeasance of the Refunded Bonds; and
WHEREAS, a portion of the proceeds derived from the sale of the Bonds, together with
the other available moneys, will be applied to the purchase of Government Obligations (as such
term is hereinafter defined), which will mature and produce investment income and eamings at
such time and in such amount as will be sufficient, together with certain moneys remaining
uninvested, to pay when due or upon the redemption thereof, the principal of and interest on the
Refunded Bonds as more specifically set forth herein; and
WHEREAS, in order to provide for the proper and timely application of the moneys
deposited hereunder, the maturing principal amount of the Government Obligations purchased
therewith, and investment income and earnings derived therefrom to the payment of the
THIS
of
003-4430-4742/4 lAM ER rCAS
584
Refunded Bonds, it is necessary for the Agency to enter into this Agreement with the Escrow
Agent;
NOW, THEREFORE, the Agency and the Escrow Agent, in consideration of the
foregoing and the mutual covenants herein set forth and in order to secure the payment of the
principal of and interest on all of the Refunded Bonds according to their tenor and effect, do
hereby agree as follows:
ARTICLE I
CREATION AND CONVEYANCE OF TRUST ESTATE
Section 1.01. Creation and Conveyance of Trust Estate. The Agency hereby grants,
waffants, remises, releases, conveys, assigns, transfers, aliens, pledges, sets over and confirms
unto the Escrow Agent and to its successors in the trust hereby created, and to it and its assigns
forever, all and singular the property hereinafter described, to wit:
DIViSION I
Allright,titleandinterestinandto(i)$-inmoneysdepositeddirect1ywith
the Escrow Agent and derived from the proceeds of the Bonds upon issuance and delivery of the
Bonds and execution of and delivery of this Agreement, and (ii) $in moneys derived
from the
$
Account and allocable to the Refunded Series 19984 Bonds. and
in moneys derived from the Account and allocable to the
Refunded Series 20054 Bonds, each such account in the Sinking Fund created under the Prior
Bond Resolution (such moneys described in (ii), the "Other Moneys").
DIVISION II
All right, title and interest in and to the Government Obligations described in Schedule B
attached hereto and made a part hereof, together with the income and earnings thereon.
DIVISION III
Any and all other property of every kind and nature from time to time hereafter, by
delivery or by writing of any kind, conveyed, pledged, assigned or transferred as and for
additional security hereunder by the Agency, or by anyone on behalf of the Agency to the
Escrow Agent for the benefit of the Refunded Bonds.
003 -4 410 - 47 42 / 4 I AM ERTCAS
585
DIVISION IV
All property which is by the express provisions of this Agreement required to be subject
to the pledge hereof and any additional property that may, from time to time hereafter, by
deiivery or by writing of any kind, by the Agency, or by anyone in its behalf, be subject to the
pledge hereof.
TO HAVE AND TO HOLD, all and singular, the Trust Estate (as such term is hereinafter
defined), including all additional property which by the terms hereof has or may become subject
to the encumbrances of this Agreement, unto the Escrow Agent, and its successors and assigns,
forever in trust, however, for the sole benefit and security of the holders from time to time of the
Refunded Bonds, but if the principal of and interest on all of the Refunded Bonds shall be fully
and promptly paid when due, upon the maturity or redemption thereof, in accordance with the
terms thereof, then this Agreement shall be and become void and of no further force and effect
except as otherwise provided herein; otherwise the same shall remain in full force and effect, and
upon the trusts and subject to the covenants and conditions hereinafter set forth.
ARTICLE II
DEFINITIONS
Section2.01. Definitions. In addition to words and terms elsewhere defined in this
Agreement, the following words and terms as used in this Agreement shall have the following
meanings, unless some other meaning is plainly intended. Capitalized terms not otherwise
defined in this Agreement shall have the meanings given to such terms in the Prior Bond
Resolution.
"Government Obligations" shall mean Defeasance Obligations (as defined in the Prior
Bond Resolution with respect to the applicable Refunded Bonds) which are not subject to
redemption prior to maturity.
"Trust Estate," "trust estate" or "pledged properly" shall mean the property, rights and
interests described or referred to under Divisions I, II, III and IV in Article I above.
Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders. Words importing the singular number shall include
the plural number and vice versa unless the context shall otherwise indicate. The word "person"
shall include corporations, associations, natural persons and public bodies unless the context
shall otherwise indicate. Reference to a person other than a natural person shall include its
successors.
ARTICLE III
ESTABLISHMENT OF ESCROW DEPOSIT TRUST FUND;
FLOW OF FLINDS
Section 3.01. Creation of Escrow Deposit Trust Fund and Deposit of Moneys. There is
hereby created and established with the Escrow Agent a special and irrevocable trust fund
003-4430-47 42 / 4 /AM ERTCAS
586
designated "Miami Beach Redevelopment Agency Tax Increment Revenue and Refunding
Bonds, Series 19984 and Series 20054 (City Center/Historic Convention Village) Escrow
Deposit Trust Fund" (the "Escrow Deposit Trust Fund"), to be held by the Escrow Agent for the
sole benefit of the holders of the Refunded Bonds and accounted for separate and apart from the
other funds of the Agency and, to the extent required by law, of the Escrow Agent.
Concurrently with the delivery of this Agreement, the Agency herewith causes to be
deposited with the Escrow Agent and the Escrow Agent acknowledges receipt of immediately
availablemoneySfordepositintheEscrowDepositTrustFundintheamountof$-,
consisting of $from the proceeds of the Bonds and $in Other Moneys,
from the Otherall of which, when invested in Government Obligations (other than $
Moneys to be held uninvested), will provide moneys sufficient to pay the principal of and
interest on the Refunded Bonds, upon the payment when due or upon redemption thereof, as
more particularly described in Schedule C attached hereto and made a part hereof.
Section 3.02. Payment of Refunded Bonds. The Bond proceeds and Other MoneysreceivedbytheEscrowAgentwillbesufficienttopurchase$-paramountof
Government Obligations, all as listed in Schedule B attached hereto and made apart hereof,
which will mature in principal amounts and earn income at such times so that sufficient moneys
will be available to pay as the same are paid when due or redeemed all principal of and interest
on the Refunded Bonds. Notwithstanding the foregoing, if the amounts deposited in the Escrow
Deposit Trust Fund are insufficient to make said payments of principal and interest, the Agency
shall cause to be deposited into the Escrow Deposit Trust Fund the amount of any deficiency
immediately upon notice from the Escrow Agent.
Section 3.03. Irrevocable Trust Created. The deposit of moneys and Government
Obligations or other property hereunder in the Escrow Deposit Trust Fund shall constitute an
irrevocable deposit of said moneys and Government Obligations and other property hereunder
for the sole benefit of the holders of the Refunded Bonds, subject to the provisions of this
Agreement. The holders of the Refunded Bonds, subject to the provisions of this Agreement,
shall have an express lien on all moneys and principal of and earnings on the Government
Obligations and other property in the Escrow Deposit Trust Fund. The moneys deposited in the
Escrow Deposit Trust Fund and the matured principal of the Government Obligations and other
properly hereunder and the interest thereon shall be held in trust by the Escrow Agent, and shall
be applied for the payment of Refunded Bonds, as more specifically set forth in Schedule C
hereto.
Section 3.04. Purchase of Govemment Obliqations.
The Escrow Agent is hereby directed immediately to purchase the Government
Obligations listed in Schedule B from the proceeds of the Bonds and the Other Moneys
described in Sections 3,01 and 3.02 hereof. The Escrow Agent shall purchase the Government
Obligations solely from the moneys deposited in the Escrow Deposit Trust Fund as provided in
this Agreement. The Escrow Agent shall apply the moneys deposited in the Escrow Deposit
Trust Fund and the Government Obligations purchased therewith, together with all income or
earnings thereon, in accordance with the provisions hereof. The Escrow Agent shall have no
power or duty to invest any moneys held hereunder or to make substitutions of the Government
003 -4 430 -47 4 2 / 4 / AMERTC AS
587
Obligations held hereunder or to sell, transfer or otherwise dispose of the Govemment
Obligations heid hereunder except as provided in this Agreement. The Escrow Agent is hereby
directed not to invest $from the Other Moneys deposited in the Escrow Deposit
Trust Fund simultaneously with the delivery of this Agreement.
Section 3.05. Substitution of Certain Government Obligations.
(a) If so directed in writing by the Agency on the date of delivery of this
Agreement, the Escrow Agent shall accept in substitution for all or a portion of the Government
Obligations listed in Schedule B, Government Obligations (the "substituted Securities"), the
principal of and interest on which, together with any Govemment Obligations listed in Schedule
B for which no substitution is made and moneys held uninvested by the Escrow Agent, will be
sufficient to pay all principal of and interest of the Refunded Bonds as set forth in Schedule C
hereof. The foregoing notwithstanding, the substitution of Substituted Securities for any of the
Government Obligations listed in Schedule B may be effected only upon compliance with
Section 3.05(bX1) and (2) below.
(b) If so directed in writing by the Agency at any time during the term of this
Agreement, the Escrow Agent shall sell, transfer, exchange or otherwise dispose of or request
the redemption of, all or a portion of the Government Obligations then held in the Escrow
Deposit Trust Fund and shall substitute for such Government Obligations other Government
Obligations, designated by the Agency, and acquired by the Escrow Agent with the proceeds
derived from the sale, transfer, disposition or redemption of or by the exchange of such
Government Obligations held in the Escrow Deposit Trust Fund, but only upon the receipt by the
Escrow Agent of:
(1) an opinion of nationally recognized counsel in the field of law relating to
municipal bonds stating that such substitution is not inconsistent with the statutes and
regulations applicable to the Refunded Bonds and the Bonds; and
(2) verification by a firm of independent certified public accountants stating
that the principal of and interest on the substituted Govemment Obligations, together
with any Government Obligations and any uninvested moneys remaining in the Escrow
Deposit Trust Fund will be sufficient, without reinvestment, to pay the remaining
principal of and interest on the Refunded Bonds as set forth in Schedule C hereof.
Any moneys resulting from the sale, transfer, disposition or redemption of the Government
Obligations held hereunder and the substitution therefor of other Government Obligations not
required to be applied for the payment of such principal of and interest on the Refunded Bonds
(as shown in the verification report described in Section 3.05(bX2) hereof delivered in
connection with such substitution), shall be deposited in the Interest Account within the Sinking
Fund established under the Bond Resolution. Upon any such substitution of Government
Obligations pursuant to Section 3.05, Schedule B hereto shall be appropriately amended to
refl ect such substitution.
The Escrow Agent may rely on all specific directions in this Agreement providing for the
investment or reinvestment of the Escrow Deposit Trust Fund.
003-443A-47421 4 IAM ERTCAS
588
Section 3.06. Transfers from Escrow Deposit Trust Fund. As the principal of the
Government Obligations set forth in Schedule B shall mature and be paid, and the investment
income and earnings thereon are paid, the Escrow Agent shall pay from such moneys to U.S.
Bank National Association, in its capacity of Paying Agent with respect to the Refunded Bonds
(as Trustee, Paying Agent and Registrar with respect to the Refunded Bonds, the "Refunded
Bonds Trustee"), no later than the payment dates for the Refunded Bonds, as specified in
Schedule C hereof, the amounts necessary to pay the principal of and interest on the Refunded
Bonds, as specified in Schedule C hereof. The Agency hereby irrevocably determines, and
instructs the Refunded Bonds Trustee and the Escrow Agent, to call for redemption prior to
maturity, pursuant to their optional redemption provisions, the Refunded Series 2005A Bonds
maturing December l, 2016 through and including Decemb er 1,2020 and December 1, 2022 on
January _, 2076 at a redemption price of 100% of the principal amount thereof, in accordance
with the Prior Bond Resolution. The Agency, the Refunded Bonds Trustee and the Escrow
Agent shall perform the responsibilities, described in the Prior Bond Resolution, in connection
with the redemption of such Refunded Bonds, including the giving of notice of redemption as
required therein. The Agency shall mail, or cause to be mailed, a copy of such notice of
redemption to National Public Finance Guarantee Corporation, as successor to MBIA Insurance
Corporation ("NPFGC"). The Agency shall also file, or cause to be filed, a copy of such notice
of redemption with the Municipal Securities Rulemaking Board (the "MSRB"). In addition, the
Refunded Bonds Trustee shall publish such notice of redemption one time in The Bond Buyer,
New York, New York, at least 30 days prior to January _,2076.
Section 3.07. Investment of Certain Moneys Remaining in Escrow Deposit Trust Fund.
Subject to the provisions of Section 3.04 of this Agreement, the Escrow Agent shall invest and
reinvest, at the written direction of the Agency, in Government Obligations any moneys
remaining from time to time in the Escrow Deposit Trust Fund until such time as they are
needed. Such moneys shall be reinvested in such Government Obligations for such periods and
at such interest rates, as the Escrow Agent shall be directed to invest by the Agency, which
periods and interest rates shall be set forth in an opinion from nationally recognized counsel in
the field of law relating to municipal bonds to the Agency and to the Escrow Agent, which
opinion shall also be to the effect that such reinvestment of such moneys in such Government
Obligations is not inconsistent with the statutes and regulations applicable to the Refunded
Bonds and the Bonds. Any interest income resulting from reinvestment of moneys pursuant to
this Section 3.07 not required to be applied for the payment of the principal of and interest on the
Refunded Bonds shall be deposited in the Interest Account within the Sinking Fund established
under the Bond Resolution.
Section 3.08. Escrow Deposit Trust Fund Constitutes Trust Fund. The Escrow Deposit
Trust Fund created and established pursuant to this Agreement shall be and constitute a trust
fund for the purposes provided in this Agreement and shall be kept separate and distinct from all
other funds of the Agency and, to the extent required by law, of the Escrow Agent and used only
for the purposes and in the manner provided in this Agreement.
Section 3.09. Transfer of Funds After All Pavments Required b), this Agreement are
Made. After all of the transfers by the Escrow Agent to the payment of the principal of and
interest on the Refunded Bonds provided in Schedule C have been made, all remaining moneys
and securities, together with any income and interest thereon, in the Escrow Deposit Trust Fund
003-4430-4742/ 4 / AM ER rCAS
589
shall be deposited in the Interest Account within the Sinking Fund established under the Bond
Resoiution; provided, however, that no such transfers (except transfers made in accordance with
Sections 3.05 and 3.07 hereof) shall be made until all of the principal of, premium and interest on
the Refunded Bonds have been paid.
ARTICLE IV
CONCERNING THE ESCROW AGENT
Section4.01. Liability of Escrow Agent. The Escrow Agent shall not be liable in
connection with the performance of its duties hereunder except for its own negligence,
misconduct or default. The Escrow Agent shall not be liable for any loss resulting from any
investments made pursuant to the terms of this Agreement. The Escrow Agent shall not be liable
for the accuracy of the calculations as to the sufficiency of moneys and of the principal amount
of the Govemment Obligations and the earnings thereon to pay the Refunded Bonds. So long as
the Escrow Agent applies any moneys, Government Obligations and interest earnings therefrom
to pay the Refunded Bonds as provided herein, and complies fully with the terms of this
Agreement, the Escrow Agent shall not be liable for any deficiencies in the amounts necessary to
pay the Refunded Bonds caused by such caiculations.
The duties and obligations of the Escrow Agent shall be determined by the express
provisions of this Agreement. The Escrow Agent may consult with counsel with respect to any
matter reievant to this Agreement, who may or may not be counsel to the Agency, and be entitled
to receive from the Agency reimbursement of the reasonable fees and expenses of such counsel,
and in reliance upon the opinion of such counsel have full and complete authorization and
protection in respect of any action taken, suffered or omitted by it in good faith in accordance
therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be
proved or established prior to taking, suffering or omitting any action under this Agreement, such
matter may be deemed to be conclusively estabiished by a certificate signed by an authorized
officer of the Agency and the Escrow Agent may in good faith conclusively rely upon such
certificate.
The Escrow Agent shall have no lien, security interest or right of set-off whatsoever upon
any of the moneys or investments in the Escrow Deposit Trust Fund for the payment of fees or
expenses for the services rendered by the Escrow Agent under this Agreement.
Section 4.02. Permitted Acts. The Escrow Agent and its affiliates may become the
owner of all or may deal in the Refunded Bonds as fully and with the same rights as if it were not
the Escrow Agent.
Section 4.03. Palzment to Escrow Aqent. The Agency shall pay to the Escrow Agent
reasonable compensation for all services rendered by it hereunder and also its reasonable
expenses incurred in and about the administration and execution of the trusts hereby created and
the performance of its powers and duties hereunder, all as provided in Schedule D hereto.
003-4430-4742/4/AM ERTCAS
590
ARTICLE V
MISCELLANEOUS
Section 5.01. Amendments to this Agreement. This Agreement is made for the benefit
of the holders from time to time of the Refunded Bonds and shall not be repealed, revoked,
altered or amended without the written consent of all such holders of the Refunded Bonds, the
Escrow Agent and the Agency; provided, however, that the Agency and the Escrow Agent may,
without the consent of, or notice to, such holders enter into such agreements supplemental to this
Agreement which shall not adversely affect the rights of such holders and shall not be
inconsistent with the terms and provisions of this Agreement for any one or more of the
following purposes:
(a) to cure any ambiguity or formal defect or omission in this Agreement; or
(b) to grant to or confer upon the Escrow Agent for the benefit of the holders
of the Refunded Bonds any additional rights, remedies, powers or authority that may lawfully be
granted to or conferred upon the Escrow Agent.
The Escrow Agent shall be entitled to rely upon an unqualified opinion of a nationally
recognized counsel in the field of law relating to municipal bonds with respect to compliance
with this Section.
Prior to any repeal, revocation, alteration or amendment of this Agreement, the Agency
shall provide written notice of such proposed repeal, revocation, alteration or amendment to
Standard & Poor's Ratings Services and Moody's Investors Service, Inc. at their addresses set
forth below:
Standard & Poor's Ratings Services
55 Water Street
New York, New York 10041
Attn: Municipal Ratings Desk/Refunded Bonds
Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007
Section 5.02. Severability. If any one or more of the covenants or agreements provided
in this Agreement on the part of the Agency or the Escrow Agent to be performed should be
determined by a court of competent jurisdiction to be contrary to law, such covenant or
agreement shall be deemed and construed to be severable from the remaining covenants and
agreements herein contained and shall in no way affect the validity of the remaining provisions
of this Agreement.
Section 5.03. Agreement Binding. All the covenants, proposals and agreements in this
Agreement contained by or on behalf of the Agency or by or on behalf of the Escrow Agent shall
bind and inure to the benefit of their respective successors and assigns, whether so expressed or
not.
003-4430-47 42/ 4 IAMERTCAS
591
Section 5.04. Notices to Escrow Aeent and Aeency. Any notice, demand, direction,
request or other instrument authorized or required by this Agreement to be given to or filed with
the Escrow Agent or the Agency, shall be deemed to have been sufficiently given or filed for all
purposes of this Agreement if personally deiivered and receipted for, or if sent by registered or
certified United States mail, return receipt requested, addressed as follows:
(a) As to the Agency -
Miami Beach Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33 139
Attention: Executive Director
(b) As to the Escrow Agent -
U.S. Bank National Association
225 Water Street
Suite 700
Jacksonville, Florida 32202
Attention: Corporate Trust Services
Any party hereto may, by notice sent to the other parties hereto, designate a different or
additional address to which notices under this Agreement are to be sent.
Section 5.05. Termination. This Agreement shall terminate when all transfers and
payments required to be made by the Escrow Agent under the provisions hereof shall have been
made,
Section 5.06. Execution by Countemarts. This Agreement may be executed in several
counterparts, all or any of which shall be regarded for all purposes as one original and shall
constitute and be but one and the same instrument.
Section 5.07. Notice of Defeasance. The Agency hereby irrevocably instructs U.S.
Bank National Association, in its capacity of Registrar with respect to the Refunded Bonds, to
give to the Holders of the Refunded Bonds and NPFGC, by first class mail, postage prepaid, as
soon as practicable, and to file with the MSRB, as soon as practicable, notice of the defeasance
of the Refunded Bonds, substantially in the form attached hereto as Schedule E.
Section 5.08. Governing Law. This Agreement shall be governed by the laws of the
State of Florida.
003-4430-4742/4 /AM E RTCAS
592
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed by its duly authorized officers.
MIAMI BEACH REDEVELOPMENT
AGENCY
By:
Chairperson
U.S. BANK NATIONAL
ASSOCIATION, as Escrow Agent
Assistant Vice President
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
By:
3,"q-0r,F qlt
15
ReCe,.,'elonr^nent Actency Date
r- ^- -.^ r a'^,.-.- ^l'-:- -_) .it irijLi j :: Et
003-4430-4742/4/AMER rCAS
10
593
Maturitlu Date
12101t2020
Maturi{z Date
12101t2016
12t0U20t7
12101120t8
1210112019
1210U2020
1210112022
SCHEDULE A
REFLNDED SERIES 19984. BONDS
Principal Amount
$ 10,000,000
REFLINDED SERIES 2OO5A BONDS
Principal Amount
$ 2,465,000
2,595,000
2,730,000
2,990,000
3,645,000
11,155,000
Interest Rate
6.680%
Interest Rate
4.930%
5.010
5.110
5.170
5.200
5.220
A-1
003-4410-47 42/ 4 /AMERTCAS
594
SCHEDULE B
INVESTMENT OF BOND PROCEEDS AND OTHER MONEYS
Type of Securit), Maturitlz Date Principal Amount Interest Rate
$%
B-1
003-4430-4742/4/ AM ER tCAS
595
SCHEDULE C
SCHEDULE OF PAYMENTS ON
REFTINDED BONDS
PrincipalDate Principal Redeemed Interest Total
c-1
003 -4 430-47 42 / 4 /AMERtCAS
596
(i)
(ii)
SCHEDULE D
ESCROW AGENT FEES AND EXPENSES
In consideration of the services to be rendered by the Escrow Agent under the
Agreement, the Agency agrees to pay the Escrow Agent an annual fee of $_
payable on September 1 of each year until the Agreement has been terminated for all
services to be incurred as Escrow Agent in connection with such services, and agrees to
reimburse at cost all ordinary out-of-pocket expenses incurred by the Escrow Agent. The
term "ordinary out-of-pocket expenses" means expenses of holding, investing and
disbursing the Escrow Deposit Trust Fund as provided herein and includes, but is not
lirnited to publication costs, postage and legal fees as incurred.
The Agency also agrees to reimburse the Escrow Agent for any extraordinary expenses
incurred by it in connection with the Agreement. The term "extraordinary expenses"
includes (a) expenses arising out of the assertion of any third party to any interest in the
Escrow Deposit Trust Fund or any challenge to the validity hereof, including reasonable
attorneys' fees, (b) expenses relating to any substitution under Section 3.05 or
reinvestment under Section 3.0J, and (c) expenses (other than ordinary expenses) not
occasioned by the Escrow Agent's misconduct or negligence.
The fees and expenses payable by the Agency under clause (i) or (ii) above shall not be
paid from the Escrow Deposit Trust Fund, but shall be paid by the Agency from legally
available funds of the Agency.
(iii)
003-4430-474214 lAME Rr CA5
D-1
597
SCHEDULE E
NOTICE OF DEFEASANCE
Miami Beach Redevelopment Agency
Tax Increment Revenue Bonds, Taxable Series 19984,
(City Center/Flistoric Convention Village)
Dated: July 29,1998
(the "Series 19984. Bonds")
Maturity Date
12101/2020
Maturitv Date
t2/01/2016
12/0112017
12/0112018
1210y2019
t2/0112020
t210112022
Principal Amount
$ 10,000,000
Principal Amount
$ 2,465,000
2,595,000
2,730,000
2,880,000
3,645,000
1 1,155,000
Interest Rate
6.680%
Interest Rate
4.930%.
5.010
5.1t0
5.170
s.200
5.220
CUSIP Numbers.
593237CA6
CUSIP Numbers-
s93237DM9
593237DN7
593237DPz
s93237DQ0
593237DR8
593237D56
Miami Beach Redevelopment Agency
Tax Increment Revenue Refunding Bonds, Taxable Series 20054
(City Center/Flistoric Convention Village)
Dated: September 22, 2005
(the "Series 20054 Bonds")
NOTICE IS HEREBY GIVEN that monies have been deposited with U.S. Bank National
Association, as Escrow Agent, for the payment of the principal of and interest on the outstanding
bonds identified above (collectively, the "Bonds"), and such monies, except to the extent
maintained in cash, have been invested in direct obligations of the United States of America.
U.S. Bank National Association, as Trustee, Paying Agent and Registrar for the Bonds, and the
Escrow Agent have been irrevocably instructed to call for redemption prior to maturity, pursuant
to their optional redemption provisions, the Series 2005A Bonds maturing December 1,2016
through and including December 1, 2020 and December l, 2022 on January _, 2016 at a
redemption price of 100% of the principal amount thereof. The Series 19984, Bonds shall be
paid on their maturity date.
No representation is made as to the correctness of these CUSIP numbers either as printed on the Bonds or contained
in this Notice.
E-1
003-4430.47421 4 / AMERTCAS
598
The amount so deposited as aforesaid has been calculated to be adequate to pay, when due,
the principal of and interest on the Bonds to and including their maturity or redemption date
described above. The Bonds are therefore deemed to have been paid in accordance with Section
304(M) of Resolution No. 150-94 adopted by the Miami Beach Redevelopment Agency on January
5,1994.
U.S. BANK NATIONAL ASSOCIATION,
as Registrar
Dated: _,2015
003-4430-4742/4/ AM ER tCAS
E-2
599
MIAMI BEACH REDEVELOPMENT AGENCY
and
U.S. BANK NATIONAL ASSOCIATION,
as Escrow Agent
ESCROW DEPOSIT AGREEMENT
Relating to
TAX INCREMENT REVENUE REFLTNDING BONDS, SERIES 2OO5B
(CITY CENTER/HISTORIC CONVENTION VILLAGE)
DATED AS OF ,2015
003-4430-47 38 / 3 /AM ERTCAS
600
ESCROW DEPOSIT AGREEMENT
THIS ESCROW DEPOSIT AGREEMENT (the "Agreement") made and entered into as
of , 2015, by and between the MIAMI BEACH REDEVELOPMENT AGENCY
(the "Agency") and U,S. BANK NATIONAL ASSOCIATION, as Escrow Agent (the "Escrow
Agent").
WITNES$ETH:
WHEREAS, the Agency has heretofore issued its $29,330,000 aggregate principal
amount of Miami Beach Redevelopment Agency Tax Increment Revenue Refunding Bonds,
Series 20058 (City Center/Historic Convention Village), dated as of September 22, 20A5,
presently outstanding in the principal amount of $17,175,000 (the "Outstanding Series 20058
Bonds"), pLlrsuant to the provisions of Resolution No. 150-94 adopted by the Board of
Commissioners of the Agency (collectively, the "Commission") on January 5, 1994, as
supplemented (the "Prior Bond Resolution"); and
WHEREAS, the Agency desires to refund and defease all of the Outstanding Series
20058 Bonds, as more particularly described in Schedule A attached hereto and made a part
hereof (the "Refunded Bonds"); and
WHEREAS, the Agency has issued its $aggregate principal amount of
Miami Beach Redevelopment Agency Tax Increment Revenue [and] Refunding Bonds, Series
2015- (City Center/Historic Convention Viilage) (the "Bonds"), pursuant to the provisions of
Resolution No. _-2015 adopted by the Commission on _,2015 (the "Bond
Resolution"), a portion of the proceeds of which Bonds is to be deposited with the Escrow Agent
to provide, with investment eamings thereon and certain other available moneys, for the
refunding and defeasance of the Refunded Bonds; and
WHEREAS, a portion of the proceeds derived from the sale of the Bonds, together with
the other available moneys, will be applied to the purchase of Government Obligations (as such
term is hereinafter defined), which will mature and produce investment income and eamings at
such time and in such amount as will be sufficient, together with certain moneys remaining
uninvested, to pay upon the redemption thereof, the principal of and interest on the Refunded
Bonds as more specifically set forth herein; and
WHEREAS, in order to provide for the proper and timely application of the moneys
deposited hereunder, the maturing principal amount of the Government Obligations purchased
therewith, and investment income and earnings derived therefrom to the payment of the
Refunded Bonds, it is necessary for the Agency to enter into this Agreement with the Escrow
Agent;
NOW, THEREFORE, the Agency and the Escrow Agent, in consideration of the
foregoing and the mutual covenants herein set forth and in order to secure the palrnent of the
principal of and interest on all of the Refunded Bonds according to their tenor and effect, do
hereby agree as follows:
003-4430-4738/3/AMERTCAS
601
ARTICLE I
CREATION AND CONVEYANCE OF TRUST ESTATE
Section i.0i. Creation and Conveyance of Trust Estate. The Agency hereby grants,
warrants, remises, releases, conveys, assigns, transfers, aliens, pledges, sets over and confirms
unto the Escrow Agent and to its successors in the trust hereby created, and to it and its assigns
forever, all and singular the property hereinafter described, to wit:
DIVISION I
All right, title and interest in and to (i) S_ in moneys deposited directly with
the Escrow Agent and derived from the proceeds of the Bonds upon issuance and delivery of the
Bonds and execution of and delivery of this Agreement, and (ii) $in moneys derived
from the Account in the Sinking Fund created under the Prior Bond Resolution and
allocable to the Refunded Bonds (such moneys described in (ii), the "Other Moneys").
DIVISION II
All right, title and interest in and to the Government Obligations described in Schedule B
attached hereto and made apart hereof, together with the income and earnings thereon.
DIVISION III
Any and all other property of every kind and nature from time to time hereafter, by
delivery or by writing of any kind, conveyed, pledged, assigned or transferred as and for
additional security hereunder by the Agency, or by anyone on behalf of the Agency to the
Escrow Agent for the benefit of the Refunded Bonds.
DIVISiON IV
All property which is by the express provisions of this Agreement required to be subject
to the pledge hereof and any additional property that may, from time to time hereafter, by
delivery or by writing of any kind, by the Agency, or by anyone in its behalf, be subject to the
pledge hereof.
TO HAVE AND TO HOLD, all and singular, the Trust Estate (as such term is hereinafter
defined), including all additional property which by the terms hereof has or may become subject
to the encumbrances of this Agreement, unto the Escrow Agent, and its successors and assigns,
forever in trust, however, for the sole benefit and security of the holders from time to time of the
Refunded Bonds, but if the principal of and interest on all of the Refunded Bonds shall be fully
and promptly paid upon the redemption thereof in accordance with the terms thereof then this
Agreement shall be and become void and of no further force and effect except as otherwise
provided herein; otherwise the same shall remain in full force and effect, and upon the trusts and
subject to the covenants and conditions hereinafter set forth.
003-4430-41 38 / 3 /AMERTCAS
602
ARTICLE II
DEFINITIONS
Section2.01. Definitions. In addition to words and terms elsewhere defined in this
Agreement, the following words and terms as used in this Agreement shall have the following
meanings, unless some other meaning is plainly intended. Capitalized terms not otherwise
defined in this Agreement shall have the meanings given to such terms in the Prior Bond
Resolution.
"Government Obligations" shall mean Defeasance Obligations which are not subject to
redemption prior to maturity.
"Trust Estate," "trust estate" or "piedged property" shall mean the property, rights and
interests described or referred to under Divisions I, II, III and IV in Article I above.
Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders. Words importing the singular number shall include
the plural number and vice versa unless the context shall otherwise indicate. The word "person"
shall include corporations, associations, natural persons and public bodies unless the context
shall otherwise indicate. Reference to a person other than a natural person shall include its
successors.
ARTICLE III
ESTABLISHMENT OF ESCROW DEPOSIT TRUST FUND:
FLOW OF FTINDS
Section 3.01. Creation of Escrow Deposit Trust Fund and Deposit of Monevs. There is
hereby created and established with the Escrow Agent a special and irrevocable trust fund
designated "Miami Beach Redeveiopment Agency Tax Increment Revenue Refunding Bonds,
Series 20058 (City Center/Historic Convention Village) Escrow Deposit Trust Fund" (the
"Escrow Deposit Trust Fund"), to be held by the Escrow Agent for the sole benefit of the holders
of the Refunded Bonds and accounted for separate and apart from the other funds of the Agency
and, to the extent required by law, of the Escrow Agent.
Concurrently with the delivery of this Agreement, the Agency herewith causes to be
deposited with the Escrow Agent and the Escrow Agent acknowledges receipt of immediately
available moneys for deposit in the Escrow Deposit Trust Fund in the amount of $_,
consisting of $from the proceeds of the Bonds and $in Other Moneys,
from the Otherall of which, when invested in Government Obligations (other than $
Moneys to be held uninvested), will provide moneys sufficient to pay the principal of and
interest on the Refunded Bonds, upon the payment upon redemption thereof as more particularly
described in Schedule C attached hereto and made aparthereof.
Section 3.02. Payment of Refunded Bonds.
received by the Escrow Agent will be sufficient to
Government Obligations, all as listed in Schedule B
The Bond proceeds and
purchase $
Other Moneys
par amount of
003-4 430-4738 / 3 lAMERTCAS
attached hereto and made a part hereof,
603
which will mature in principal amounts and earn income at such times so that sufficient moneys
will be available to pay as the same are paid when redeemed ali principal of and interest on the
Refunded Bonds as set forth in Schedule C hereof. Notwithstanding the foregoing, if the
amounts deposited in the Escrow Deposit Trust Fund are insufficient to make said payments of
principal and interest, the Agency shall cause to be deposited into the Escrow Deposit Trust Fund
the amount of any deficiency immediately upon notice from the Escrow Agent.
Section3.O3. Irrevocable Trust Created. The deposit of moneys and Government
Obligations or other property hereunder in the Escrow Deposit Trust Fund shall constitute an
irrevocable deposit of said moneys and Government Obligations and other property hereunder
for the sole benefit of the holders of the Refunded Bonds, subject to the provisions of this
Agreement. The holders of the Refunded Bonds, subject to the provisions of this Agreement,
shall have an express lien on all moneys and principal of and earnings on the Government
Obligations and other property in the Escrow Deposit Trust Fund. The moneys deposited in the
Escrow Deposit Trust Fund and the matured principal of the Govemment Obligations and other
property hereunder and the interest thereon shall be held in trust by the Escrow Agent, and shall
be applied for the payment of Refunded Bonds, as more specifically set forth in Schedule C
hereto.
Section 3.04. Purchase of Government Obligations.
The Escrow Agent is hereby directed immediately to purchase the Government
Obligations listed in Schedule B from the proceeds of the Bonds and the Other Moneys
described in Sections 3.01 and 3.02 hereof. The Escrow Agent shall purchase the Government
Obligations solely from the moneys deposited in the Escrow Deposit Trust Fund as provided in
this Agreement. The Escrow Agent shall apply the moneys deposited in the Escrow Deposit
Trust Fund and the Government Obligations purchased therewith, together with all income or
earnings thereon, in accordance with the provisions hereof. The Escrow Agent shall have no
power or duty to invest any moneys held hereunder or to make substitutions of the Government
Obligations held hereunder or to sell, transfer or otherwise dispose of the Government
Obligations held hereunder except as provided in this Agreement. The Escrow Agent is hereby
directed not to invest $from the Other Moneys deposited in the Escrow Deposit
Trust Fund simultaneousiy with the delivery of this Agreement.
The Agency covenants to take no action in the investment, reinvestment or security of the
Escrow Deposit Trust Fund in violation of this Agreement and recognizes that any such action in
contravention of this Agreement might cause the Refunded Bonds or the Bonds to be classified
as "arbitrage bonds" under the Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder (the "Code").
Section 3.05. Substitution of Certain Government Obligations.
(a) If so directed in writing by the Agency on the date of delivery of this
Agreement, the Escrow Agent shall accept in substitution for all or a portion of the Government
Obligations listed in Schedule B, Government Obligations (the "substituted Securities"), the
principal of and interest on which, together with any Government Obligations listed in Schedule
B for which no substitution is made and moneys held uninvested by the Escrow Agent, will be
003 -4430-47 38 I 3 /AM ER r CAS
604
sufficient to pay all principal of and interest of the Refunded Bonds as set forth in Schedule C
hereof. The foregoing notwithstanding, the substitution of Substituted Securities for any of the
Govemment Obligations listed in Schedule B may be effected only upon compliance with
Section 3.05(b)(1) and (2) below.
(b) If so directed in writing by the Agency at any time during the term of this
Agreement, the Escrow Agent shall sell, transfer, exchange or otherwise dispose of, or request
the redemption of, all or a portion of the Government Obligations then held in the Escrow
Deposit Trust Fund and shall substitute for such Government Obligations other Government
Obligations, designated by the Agency, and acquired by the Escrow Agent with the proceeds
derived from the sale, transfer, disposition or redemption of or by the exchange of such
Government Obligations held in the Escrow Deposit Trust Fund, but only upon the receipt by the
Escrow Agent of:
(1) an opinion of nationally recognized counsel in the field of law
relating to municipal bonds stating that such substitution will not adversely affect the
exciusion from gross income for federal income tax purposes of interest on the Refunded
Bonds and the Bonds and is not inconsistent with the statutes and regulations applicable
to the Refunded Bonds and the Bonds; and
(2) verification by a firm of independent certified public accountants
stating that the principal of and interest on the substituted Government Obligations,
together with any Government Obligations and any uninvested moneys remaining in the
Escrow Deposit Trust Fund will be sufficient, without reinvestment, to pay the remaining
principal of and interest on the Refunded Bonds as set forth in Schedule C hereof.
Any moneys resulting from the sale, transfer, disposition or redemption of the Government
Obligations held hereunder and the substitution therefor of other Government Obligations not
required to be applied for the payment of such principal of and interest on the Refunded Bonds
(as shown in the verif,cation report described in Section 3.05(b)(2) hereof delivered in
connection with such substitution), shall be deposited in the Interest Account within the Sinking
Fund established under the Bond Resolution. Upon any such substitution of Government
Obligations pursuant to Section 3.05, Schedule B hereto shall be appropriately amended to
refl ect such substitution.
The Escrow Agent shall be under no duty to inquire whether the Government Obligations
as deposited in the Escrow Deposit Trust Fund are properly invested under the Code. The
Escrow Agent may rely on all specific directions in this Agreement providing for the investment
or reinvestment of the Escrow Deposit Trust Fund.
Section 3.06. Transfers from Escrow Deposit Trust Fund. As the principal of the
Government Obligations set forth in Schedule B shall mature and be paid, and the investment
income and earnings thereon are paid, the Escrow Agent shall pay from such moneys to U.S.
Bank National Association, in its capacity of Paying Agent with respect to the Refunded Bonds
(as Trustee, Paying Agent and Registrar with respect to the Refunded Bonds, the "Refunded
Bonds Trustee"), no later than the payment dates for the Refunded Bonds, as specified in
Schedule C hereof, the amounts necessary to pay the principal of and interest on the Refunded
003-4430-47 38 I 3 /AM ERTCAS
605
Bonds, as specified in Schedule C hereof. The Agency hereby irrevocably determines, and
instructs the Refunded Bonds Trustee and the Escrow Agent, to call for redemption prior to
maturity the Refunded Bonds maturing December 1,2076 through and including December 1,
2022 on January _, 2076 at a redemption price of 100% of the principal amount thereof, in
accordance with the Prior Bond Resolution. The Agency, the Refunded Bonds Trustee and the
Escrow Agent shall perform the responsibilities, described in the Prior Bond Resolution, in
connection with the redemption of such Refunded Bonds, including the giving of notice of
redemption as required therein. The Agency shall mail, or cause to be mailed, a copy of such
notice of redemption to National Public Finance Guarantee Corporation, as successor to MBIA
Insurance Corporation ("NPFGC"). The Agency shall also file, or cause to be filed, a copy of
such notice of redemption with the Municipal Securities Rulemaking Board (the "MSRB"). In
addition, the Refunded Bonds Trustee shall publish such notice of redemption one time in The
Bond Buyer, New York, New York, at least 30 days prior to January _,2016.
Section 3.07. Investment of Certain Moneys Remaining in Escrow Deposit Trust Fund.
Subject to the provisions of Section 3.04 of this Agreement, the Escrow Agent shall invest and
reinvest, at the written direction of the Agency, in Government Obligations any moneys
remaining from time to time in the Escrow Deposit Trust Fund until such time as they are
needed. Such moneys shall be reinvested in such Govemment Obligations for such periods and
at such interest rates, as the Escrow Agent shall be directed to invest by the Agency, which
periods and interest rates shall be set forth in an opinion from nationally recognized counsel in
the field of law relating to municipal bonds to the Agency and to the Escrow Agent, which
opinion shall also be to the effect that such reinvestment of such moneys in such Government
Obligations for such period and at such interest rates will not, under the statutes and regulations
applicable to the Reftinded Bonds and the Bonds, cause the interest on the Refunded Bonds or
the Bonds to be included in gross income for federal income tax purposes and that such
investment is not inconsistent with the statutes and regulations applicable to the Refunded Bonds
and the Bonds. Any interest income resulting from reinvestment of moneys pursuant to this
Section 3.07 not required to be applied for the payment of the principal of and interest on the
Refunded Bonds shall be deposited in the Interest Account within the Sinking Fund established
under the Bond Resolution.
Section 3.08. Escrow Deposit Trust Fund Constitutes Trust Fund. The Escrow Deposit
Trust Fund created and established pursuant to this Agreement shall be and constitute a trust
fund for the purposes provided in this Agreement and shall be kept separate and distinct from all
other funds of the Agency and, to the extent required by law, of the Escrow Agent and used only
for the purposes and in the manner provided in this Agreement.
Section 3.09. Transfer of Funds After All Payments Required by this Aereement are
Made. After all of the transfers by the Escrow Agent to the payment of the principal of and
interest on the Refunded Bonds provided in Schedule C have been made, all remaining moneys
and securities, together with any income and interest thereon, in the Escrow Deposit Trust Fund
shall be deposited in the Interest Account within the Sinking Fund established under the Bond
Resolution; provided, however, that no such transfers (except transfers made in accordance with
Sections 3.05 and 3.07 hereof) shall be made until ail of the principal of and interest on the
Refunded Bonds have been paid.
003-4430-473813/ AM E RrCAS
606
ARTICLE IV
CONCERNING THE ESCROW AGENT
Section4.01. Liabilitlz of Escrow Agent. The Escrow Agent shall not be liable in
connection with the performance of its duties hereunder except for its own negligence,
misconduct or defauit. The Escrow Agent shall not be liable for any loss resulting from any
investments made pursuant to the terms of this Agreement. The Escrow Agent shall not be liable
for the accuracy of the calculations as to the sufficiency of moneys and of the principal amount
of the Government Obligations and the earnings thereon to pay the Refunded Bonds. So long as
the Escrow Agent applies any moneys, Government Obligations and interest earnings therefrom
to pay the Refunded Bonds as provided herein, and complies fully with the terms of this
Agreement, the Escrow Agent shall not be liable for any deficiencies in the amounts necessary to
pay the Refunded Bonds caused by such calculations.
The duties and obligations of the Escrow Agent shall be determined by the express
provisions of this Agreement. The Escrow Agent may consult with counsel with respect to any
matter relevant to this Agreement, who may or may not be counsel to the Agency, and be entitled
to receive from the Agency reimbursement of the reasonable fees and expenses of such counsel,
and in reliance upon the opinion of such counsel have full and complete authorization and
protection in respect of any action taken, suffered or omitted by it in good faith in accordance
therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be
proved or established prior to taking, suffering or omitting any action under this Agreement, such
matter may be deemed to be conclusively established by a certificate signed by an authorized
officer of the Agency and the Escrow Agent may in good faith conclusively rely upon such
certificate.
The Escrow Agent shall have no lien, security interest or right of set-off whatsoever upon
any of the moneys or investments in the Escrow Deposit Trust Fund for the payment of fees or
expenses for the services rendered by the Escrow Agent under this Agreement.
Section 4.02. Permitted Acts. The Escrow Agent and its affiliates may become the
owner of all or may deal in the Refunded Bonds as fully and with the same rights as if it were not
the Escrow Agent.
Section 4.03. Payment to Escrow Agent. The Agency shall pay to the Escrow Agent
reasonable compensation for all services rendered by it hereunder and also its reasonable
expenses incurred in and about the administration and execution of the trusts hereby created and
the performance of its powers and duties hereunder, all as provided in Schedule D hereto.
ARTICLE V
MISCELLANEOUS
Section 5.01. Amendments to this Agreement. This Agreement is made for the benefit
of the holders from time to time of the Refunded Bonds and shall not be repealed, revoked,
altered or amended without the written consent of all such holders of the Refunded Bonds, the
oo3-4430-473813 / AM E R rCAS
607
Escrow Agent and the Agency; provided, however, that the Agency and the Escrow Agent may,
without the consent of, or notice to, such holders enter into such agreements supplemental to this
Agreement which shall not adversely affect the rights of such holders and shall not be
inconsistent with the terms and provisions of this Agreement for any one or more of the
following purposes:
(a) to cure any ambiguity or formal defect or omission in this Agreement; or
(b) to grant to or confer upon the Escrow Agent for the benefit of the holders
of the Refunded Bonds any additional rights, remedies, powers or authority that may lawfully be
granted to or conferred upon the Escrow Agent.
The Escrow Agent shall be entitled to rely upon an unqualified opinion of a nationally
recognized counsel in the field of law relating to municipal bonds with respect to compliance
with this Section.
Prior to any repeal, revocation, alteration or amendment of this Agreement, the Agency
shail provide written notice of such proposed repeal, revocation, alteration or amendment to
Standard & Poor's Ratings Services and Moody's Investors Service, Inc. at their addresses set
forth below:
Standard & Poor's Ratings Services
55 Water Street
New York, New York 10041
Attn: Municipal Ratings Desk/Refunded Bonds
Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007
Section 5.02. Severabilitlz. If any one or more of the covenants or agreements provided
in this Agreement on the part of the Agency or the Escrow Agent to be performed should be
determined by a court of competent jurisdiction to be contrary to law, such covenant or
agreement shall be deemed and construed to be severable from the remaining covenants and
agreements herein contained and shall in no way affect the validity of the remaining provisions
of this Agreement.
Section 5.03. Aereement Bindine. All the covenants, proposals and agreements in this
Agreement contained by or on behalf of the Agency or by or on behalf of the Escrow Agent shall
bind and inure to the benefit of their respective successors and assigns, whether so expressed or
not.
Section 5.04. Notices to Escrow Agent and Agency. Any notice, demand, direction,
request or other instrument authorized or required by this Agreement to be given to or filed with
the Escrow Agent or the Agency, shall be deemed to have been sufficiently given or filed for all
purposes of this Agreement if personally delivered and receipted for, or if sent by registered or
certified United States mail, return receipt requested, addressed as follows:
0o3-4430-4138 /3 /AM ERICAS
608
(a) As to the Agency -
Miami Beach Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Executive Director
(b) As to the Escrow Agent -
U.S. Bank National Association
225 Water Street
Suite 700
Jacksonville, Florida 32202
Attention: Corporate Trust Services
Any party hereto may, by notice sent to the other parties hereto, designate a different or
additional address to which notices under this Agreement are to be sent.
Section 5.05. Termination. This Agreement shall terminate when all transfers and
payments required to be made by the Escrow Agent under the provisions hereof shall have been
made.
Section 5.06. Execution blz Counterparts. This Agreement may be executed in several
counterparts, all or any of which shall be regarded for all purposes as one original and shall
constitute and be but one and the same instrument.
Section 5.07. Notice of Defeasance. The Agency hereby irrevocably instructs U.S.
Bank National Association, in its capacity of Registrar with respect to the Refunded Bonds, to
give to the Holders of the Refunded Bonds and NPFGC, by first class mail, postage prepaid, as
soon as practicable, and to file with the MSRB, as soon as practicable, notice of the defeasance
of the Refunded Bonds, substantially in the form attached hereto as Schedule E.
Section 5.08. Governing Law. This Agreement shall be governed by the laws of the
State of Florida.
003-4430-47 38 / 3 /AME RTCAS
609
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed by its duly authorized officers.
MIAMI BEACH REDEVELOPMENT
AGENCY
Chairperson
U.S. BANK NATIONAL
ASSOCIATION, as Escrow Agent
By:
Assistant Vice President
A.PFROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
By:
?',1-C*,? Jbil|
Redevelopment AgencY Date
General Counsel
0o3-4430-4738/3/AM E R r CAs
r0
610
Maturity Date
1210U2016
1210U2017
12t0U2018
1210U2019
r2t0U2020
t210U2021
1210U2022
SCHEDULE A
REFLTNDED BONDS
Principal Amount
$ 1,885,000
1,990,000
2,090,000
2,195,000
2,300,000
2,400,000
2,525,000
Interest Rate
5.000%
s.000
5.000
s.000
4.000
5.000
5.000
003-4430-47 18 / 3 /AM ERTCAS
A-1
611
SCHEDULE B
INVESTMENT OF BOND PROCEEDS
AND OTHER MONEYS
T)rpe of Securit), Maturity Date Principal Amount Interest Rate
S%
B-1
o03- 4 430- 47 38 I 3 lAM E RrCAS
612
SCHEDULE C
SCHEDULE OF PAYMENTS ON
REFL]NDED BONDS
Principal
Date Principal Redeemed Interest Total
$$$$
003-4430-47 38 / 3 /AM ERTCAS
c-1
613
(i)
(ii)
(iii)
SCHEDULE D
ESCROW AGENT FEES AND EXPENSES
In consideration of the services to be rendered by the Escrow Agent under the
Agreement, the Agency agrees to pay the Escrow Agent a one time fee of $_
for all services to be incurred as Escrow Agent in connection with such services, and
agrees to reimburse at cost all ordinary out-of-pocket expenses incurred by the Escrow
Agent. The term "ordinary out-of-pocket expenses" means expenses of holding,
investing and disbursing the Escrow Deposit Trust Fund as provided herein and includes,
but is not limited to publication costs, postage and legal fees as incurred.
The Agency also agrees to reimburse the Escrow Agent for any extraordinary expenses
incurred by it in connection with the Agreement. The term "extraordinary expenses"
includes (a) expenses arising out of the assertion of any third party to any interest in the
Escrow Deposit Trust Fund or any challenge to the validity hereof, including reasonable
attorneys'fees, (b) expenses relating to any substitution under Section 3.05 or
reinvestment under Section 3.0J, and (c) expenses (other than ordinary expenses) not
occasioned by the Escrow Agent's misconduct or negligence.
The fees and expenses payable by the Agency under clause (i) or (ii) above shall not be
paid from the Escrow Deposit Trust Fund, but shall be paid by the Agency from legally
available funds of the Agency.
D-l
003-4 430-47 38 / 3 /AM ERTCAS
614
SCHEDULE E
NOTICE OF DEFEASANCE
Miami Beach Redevelopment Agency
Tax Increment Revenue Refunding Bonds, Series 20058
(City Center/Historic Convention Village)
Dated: September 22, 2005
Maturity Date Principal Amount Interest Rate CUSIP Numbers-
t2t01t2016 $1,885,000 5.000% 593237ED8t2l0t/2017 1,980,000 5.000 59323788612/01/20t8 2,080,000 5.000 5932378F31210U2019 2,195,000 5.000 593237EG11210U2020 2,300,000 4.000 5932378H9t2l0t/202t 2,400,000 5.000 5932378J51210U2022 2,525,000 5.000 5932378K2
NOTICE IS HEREBY GIVEN that monies have been deposited with U.S. Bank National
Association, as Escrow Agent, for the payment of the principal of and interest on the outstanding
bonds identihed above (the "Bonds"), and such monies, except to the extent maintained in cash,
have been invested in direct obligations of the United States of America. U.S. Bank National
Association, as Trustee, Paying Agent and Registrar for the Bonds, and the Escrow Agent have
been irrevocably instructed to call for redemption prior to maturity the Bonds maturing
December 1,2016 through and including December 1,2022 on January _,2016, at a
redemption price of 100% of the principal amount thereof.
The amount so deposited as aforesaid has been calculated to be adequate to pay, when due,
the principal of and interest on the Bonds to and including their redemption date described above.
The Bonds are therefore deemed to have been paid in accordance with Section 30a(M) of
Resolution No. 150-94 adopted by the Miami Beach Redevelopment Agency on January 5,1994.
U.S. BANK NATIONAL ASSOCIATION,
as Registrar
Dated: _,2015
No representation is made as to the correctness of these CUSIP numbers either as printed on the Bonds or
contained in this Notice.
E-1
003-4 430-47 38 / 3 /AM ERTCAS
615
RESOLUTION NO.
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA AUTHORIZING THE ISSUANCE OF NOT
TO EXCEED $24O,OOO,OOO IN AGGREGATE PRINCIPAL AMOLINT OF
CITY OF MIAMI BEACH, FLORIDA RESORT TAX REVENUE BONDS,
SERIES 2OI5 FOR THE PURPOSE OF FINANCING IMPROVEMENTS TO
THE MIAMI BEACH CONVENTION CENTER; PROVIDING FOR THE
ISSUANCE OF ADDITIONAL BONDS ON A PARITY THEREWITH;
PROVIDING FOR THE SECURITY AND PAYMENT OF ALL BONDS
ISSUED PURSUANT TO THIS RESOLUTION; PROVIDING CERTAIN
DETAILS OF THE SERIES 2015 BONDS; DELEGATING CERTAIN
MATTERS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2015
BONDS TO THE CITY MANAGE,R, INCLUDING WHETHER THE SERIES
2OI5 BONDS SHALL NOT BE SECURED BY THE DEBT SERVICE
RESERVE ACCOUNT AND WHETHER TO SECURE A CREDIT FACILITY
AND/OR A RESERVE ACCOUNT INSURANCE POLICY, WITHIN THE
LIMITATIONS AND RESTRICTIONS STATED HEREIN; APPOINTING
LINDERWRITERS, PAYING AGENT, REGISTRAR AND DISCLOSURE
DISSEMINATION AGENT; AUTHORIZING THE NEGOTIATED SALE OF
THE SERIES 2OI5 BONDS AND APPROVING THE FORM AND
AUTHORIZING EXECUTION OF THE BOND PURCHASE AGREEMENT
FOR THE SERIES 2015 BONDS; APPROVING THE FORM OF
PRELIMINARY OFFICIAL STATEMENT FOR THE SERIES 2015 BONDS
AND AUTHORIZING EXECUTION OF THE FINAL OFFICIAL
STATEMENT FOR THE SERIES 2015 BONDS; COVENANTING TO
PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE
SERIES 2015 BONDS AND APPROVING THE FORM AND AUTHORIZING
EXECUTION OF A CONTINUING DISCLOSURE AGREEMENT;
AUTHORIZING OFFICERS AND EMPLOYEES OF THE CITY TO TAKE
ALL NECESSARY ACTIONS IN CONNECTION WITH THE ISSUANCE OF
THE SERIES 2015 BONDS; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, pursuant to the Constitution and the laws of the State of Florida, in
particular Chapter 67 -930, Laws of Florida, Acts of 7967 , as amended, and Chapter 766, Florida
Statutes, as amended from time to time, and pursuant to the Miami Beach City Charter, as
amended, and Chapter 102, Article IV of the Miami Beach City Code, as amended, including as
amended upon enactment by the Mayor and City Commission of the City of Miami Beach,
Florida (the "Commission") of an ordinance levying an additional one percent (l%)tax approved
by the electorate in a special election held on August 14,2012 and set forth in Section 5.03 of the
Miami Beach City Charter, as amended (collectively, the "Act"), the City of Miami Beach,
Florida (the "City") imposes, levies and collects a municipal resort tax upon the rent of every
occupancy of a room or rooms in any hotel, motel, rooming house or apartment house, and upon
the total sales price of all items of food, beverages, alcoholic beverages and wine sold at retail of
any restaurant, as more particularly set forth in the Act (the "Resort Tax"); and
0L0-81-26-07 7 7 I 2 /AMERTCAS
616
WHEREAS, the City desires to issue its Resort Tax Revenue Bonds, Series 2015 (the
"Series 2015 Bonds") for the primary purpose of financing certain public improvements to the
Miami Beach Convention Center, as more particularly described in Exhibit A attached hereto
and made a part hereof (the "Series 2015 Project"); and
WHEREAS, the City also desires to set forth the provisions pursuant to which it may
issue bonds on a parity with the Series 2015 Bonds and to make provision for the rights and
security ofthe holders ofall bonds issued hereunder; and
WHEREAS, the Commission has determined that it is in the best interest of the City to
delegate to the City Manager (hereinafter defined), who shall rely upon the recommendations of
the Chief Financial Officer (hereinafter defined) 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 Debt Service Reserve
Account, whether to secure a Credit Facility and/or Reserve Account Insurance Policy (as such
terms are hereinafter defined) with respect to the Series 2015 Bonds, the final award of the Series
2015 Bonds, and certain other actions in connection with the issuance of the Series 2015 Bonds,
all as provided and subject to the limitations contained herein; and
WHEREAS, the City has determined that due to the character of the Series 2015 Bonds,
current favorable market conditions, the uncertainty inherent in a competitive bidding process
and the recommendations of the Financial Advisor, it is in the best interest of the City to
authorize the negotiated sale of the Series 2015 Bonds; and
WHEREAS, in connection with the issuance of the Series 2015 Bonds, the requirements
of Ordinance No. 2007 -3582, adopted by the Commission on November 27, 2007 , including the
holding of two public hearings, have been complied with prior to the adoption of this Resolution;
NOW THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA.
ARTICLE I
DEFINITIONS, AUTHORITY, FINDINGS, AND
RESOLUTION CONSTITUTES A CONTRACT
SECTION 101. DEFINITIONS. In addition to the terms defined elsewhere in this
Resolution, as used in this Resolution, the following terms shall have the following meanings:
"Accreted Value" shall mean, as of any date of computation with respect to any Capital
Appreciation Bond, an amount equal to the principal amount of such Capital Appreciation Bond
(the principal amount on the date of original issuance) plus the interest accrued on such Capital
Appreciation Bond from the date of delivery to the original purchasers thereof to the Interest
Payment Date next preceding the date of computation or the date of computation if an Interest
Payment Date, such interest to accrue at a rate not exceeding the legal rate provided for in the
resolution of the Commission providing for the issuance of such Bonds, compounded
periodically at the times provided for in the resolution of the Commission providing for the
issuance of such Bonds, plus, with respect to matters related to the payment upon redemption or
acceleration of the Capital Appreciation Bonds, if such date of computation shall not be an
ot0-8t26-0777 /2IAMERTCAS
617
Interest Payment Date, a portion of the difference between the Accreted Value as of the
immediately preceding Interest Payment Date (or the date of original issuance if the date of
computation is prior to the first Interest Payment Date succeeding the date of original issuance)
and the Accreted Value as of the immediately succeeding Interest Payment Date, calculated
based on the assumption that Accreted Value accrues in equal daily amounts on the basis of a
year of twelve 30-day months.
"Act" shall have the meaning ascribed to it in the recitals to this Resolution.
"Amortization Requirements" shall mean such moneys required to be deposited in the
Bond Redemption Account for the purpose of the mandatory redemption or payment at maturity
of any Term Bonds, the specific amounts and times of such deposits to be determined in the
Mayor's Certificate with respect to the Series 2015 Bonds or pursuant to a resolution of the
Commission relating to any other Series of Bonds with respect to such Bonds.
"Annual Debt Service Requirement" for any period, as applied to the Bonds of any
Series, shall mean the respective amounts which are needed to provide:
(a) for paying the interest on all Bonds of such Series then Outstanding which is
payable on each Interest Payment Date in such period,
(b) for paying the principal of all Serial Bonds of such Series then Outstanding which
is payable upon the maturity of such Serial Bonds in such period, and
(c) the Amortization Requirements, if any, for the Term Bonds of such Series for
such period.
For purposes of computing (a), (b) and (c) above, any principal, interest or Amortrzation
Requirements due on October 1 in a Fiscal Year shall be deemed due in the preceding Fiscal
Year.
The following rules shall apply in determining the amount of the Annual Debt Service
Requirement for any period:
(a) With respect to Variable Rate Bonds, the interest rate shall be assumed to be the
average rate of interest for all Variable Rate Bonds for the prior Fiscal Year or portion thereof
while said Bonds were Outstanding or if there were no Variable Rate Bonds Outstanding
during such prior Fiscal Year, then the lesser of (i) the initial rate of interest on such Variable
Rate Bonds and (ii) the average rate of interest for the prior Fiscal Year under a published
variable interest rate index selected by the then financial advisor to the City which is generally
consistent with the rate of interest such Bonds shall bear; "average rate" with respect to
Outstanding Variable Rate Bonds shall mean the rate determined by dividing the total
annualized amount of interest paid on Variable Rate Bonds in such Fiscal Year or portion
thereof by the average principal amount of Variable Rate Bonds Outstanding during such
Fiscal Year or portion thereof.
(b) In the case of Put Bonds, the "put" date or dates shall be ignored if the source for
payment of said "put" is a Credit Facility or a Liquidity Facility and the stated dates for
0rc-8r26-07 7 7 / 2 /AMERTCAS
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Amortization Requirements and principal payments shall be used, and in the case of Bonds
secured by a Credit Facility or a Liquidity Facility, the terms of the reimbursement obligation to
the issuers thereof shall be ignored and the stated dates for Amortization Requirements for Term
Bonds and principal payments shall be used; provided, however, that during any period of time
after the issuer of a Credit Facility or a Liquidity Facility has advanced funds thereunder, the
reimbursement obligation of which is payable from and secured on a parity with the Bonds and
before such amount is repaid, Annual Debt Service Requirements shall include the principal
amount so advanced and interest thereon, in accordance with the principal repayment schedule
and, interest rate or rates specified in the Credit Facility or Liquidity Facility, in lieu of the stated
principal of and Amortization Requirements and interest on such Bonds;
(c) In the case of Extendible Maturity Bonds, the Bonds shall be deemed to mature
on the later of the stated maturity date or the date to which such stated maturity date has been
extended;
(d) In the case of Capital Appreciation Bonds, the principal and interest portions of
the Accreted Value of Capital Appreciation Bonds becoming due at maturity or by virtue of an
Amortization Requirement shall be included in the calculations of accrued and unpaid Annual
Debt Service Requirements in the year in which said principal and interest portions are due and
payable;
(e) In the case of Capital Appreciation and Income Bonds, the principal and interest
portions of the Appreciated Value of Capital Appreciation and Income Bonds shall be included
in the calculations of accrued and unpaid Annual Debt Service Requirements in the year in
which said principal and interest portions are due and payable;
(f) In the case of Balloon Bonds or Interim Bonds, the debt service requirements of
the Balloon Bonds or Interim Bonds may be excluded and in lieu thereof the Balloon Bonds or
Interim Bonds shall be viewed, for purposes of the computation of Annual Debt Service
Requirements, as debt securities having a comparable Federal tax status as such Balloon Bonds
or Interim Bonds, hypothetically maturing in substantially equal annual payments of principal
and interest over a period of not more than 30 years from the date of issuance thereof, bearing
interest at a fixed rate per annum equal to the average interest rate per annum for such debt
securities on the date of issuance of the Balloon Bonds or Interim Bonds and issued by issuers
having a credit rating, issued by Moody's Investors Services, Inc. or any successors thereto or
Standard & Poor's Ratings Services or any successors thereto comparable to that of the City, as
shown by a certificate of an underwriting or investment banking firm experienced in marketing
such securities; and
(g) to the extent that the City has entered into an Interest Rate Swap with respect to
any Bonds and notwithstanding the provisions of clauses (a) through (f) above, while the Interest
Rate Swap is in effect and the Counterparty has not defaulted thereunder, the interest rate with
respect to the principal amount of such Bonds equal to the "notional" amount specified in the
Interest Rate Swap shall be assumed to be (i) if the City's payment obligations under the Interest
Rate Swap are computed based upon a fixed rate of interest, the actual rate of interest upon
which the City's payment obligations are computed under such Interest Rate Swap and (ii) if the
City's payment obligations under the Interest Rate Swap are computed based upon a variable rate
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of interest, the average rate of interest for the City's payment obligations under the Interest Rate
Swap for the prior Fiscal Year or portion thereof while the Interest Rate Swap was in effect or if
the Interest Rate Swap was not in effect during such prior Fiscal Year, then the lesser of (x) the
initial rate of interest for the City's payment obligations under the Interest Rate Swap and (y) the
average rate of interest for the prior Fiscal Year under a published variable interest rate index
agreed upon by the City and the Counterparty which is generally consistent with the formula
which shall be used to determine the City's payment obligations; "average rate" with respect to
the City's payment obligations for the prior Fiscal Year shall mean the rate determined by
dividing the total annualized amount paid by the City under the Interest Rate Swap in such Fiscal
Year or portion thereof by the "notional" amount specified in the Interest Rate Swap for such
Fiscal Year;
(h) If all or a portion of the principal of or interest on a Series of Bonds is payable
from funds irrevocably set aside or deposited for such purpose, together with projected earnings
thereon to the extent such earnings are projected to be from Permitted Investments, such
principal or interest shall not be included in determining Annual Debt Service Requirements.
"Appreciated Value" shall mean (i) as of any date of computation with respect to any
Capital Appreciation and Income Bond up to the Interest Commencement Date provided for in
the resolution of the Commission providing for the issuance of such Bond, an amount equal to
the principal amount of such Bond (the principal amount at its initial offering) plus the interest
accrued on such Capital Appreciation and Income Bond from the date of delivery to the original
purchasers thereof to the Interest Payment Date next preceding the date of computation or the
date of computation if an Interest Payment Date, .such interest to accrue at a rate not exceeding
the legal rate provided for in the resolution of the Commission providing for the issuance of such
Bonds, compounded periodically, plus, with respect to the payment upon redemption or
acceleration of the Capital Appreciation and Income Bonds, if such date of computation shall not
be an Interest Payment Date, a portion of the difference between the Appreciated Value as of the
immediately preceding Interest Payment Date (or the date of original issuance if the date of
computation is prior to the first Interest Payment Date succeeding the date of original issuance)
and the Appreciated Value as of the immediately succeeding Interest Payment Date calculated
based upon an assumption that Appreciated Value accrues in equal daily amounts on the basis of
ayear of twelve 30-day months and (ii) as of any date of computation on and after the Interest
Commencement Date, the Appreciated Value on the Interest Commencement Date.
"Balloon Bonds" shall mean any Bonds issued under this Resolution, interest on which is
payable periodically and twenty five percent (25%) or more of the original principal amount of
which matures during any one Fiscal Year and for which maturing principal amount
Amortization Requirements have not been designated in the resolution of the Commission
authorizing the issuance of such Bonds.
"Bond Counsel" shall mean Squire Patton Boggs (US)
firm selected by the City of favorable national reputation for
exempt municipal bonds.
LLP, or another lawyer or law
skill in matters relating to tax-
010-8126-077 7 / 2 IAM E RICAS
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"Bonds" shall mean the Series 2015 Bonds, authorized to be issued pursuant to this
Resolution, together with any additional parity Bonds hereafter issued pursuant to this
Resolution.
"Bondholder", "Holder", "Holder of Bonds" or "Owner" or any similar term, shall mean
any person, who shall be the registered owner of any Outstanding Bond or Bonds.
"Capital Appreciation Bonds" shall mean any Bonds issued under this Resolution as to
which interest is compounded periodically on each of the applicable periodic dates designated
for compounding and payable in an amount equal to the then current Accreted Value only at the
maturity, earlier redemption or other payment date therefor, all as so provided for by subsequent
proceedings of the Commission relating to the issuance thereof, and which may be either Serial
Bonds or Term Bonds.
"Capital Appreciation and Income Bonds" shall mean any Bonds issued under this
Resolution as to which accruing interest is not paid prior to the Interest Commencement Date
provided for in the resolution authorizing such Bonds and the Appreciated Value for such Bonds
is compounded periodically on certain designated dates prior to the Interest Commencement
Date for such Series of Capital Appreciation and Income Bonds, all as so provided for by
subsequent proceedings of the Commission relating to the issuance thereof and which may be
either Serial Bonds or Term Bonds.
"Chief Financial Officer" shall mean the Chief Financial Officer of the City or his or her
designee or the officer succeeding to his or her principal functions.
"City" shall mean the City of Miami Beach, Florida, a municipal corporation duly
organized and existing under the Constitution and laws of the State of Florida, and any successor
thereto.
"City Attorney" shall mean the City Attorney of the City, his or her designated assistant
or the officer succeeding to his or her principal functions.
"City Clerk" shall mean the Clerk of the City or his or her designee or the officer
succeeding to his or her principal functions.
"City Manager" shall mean the City Manager of the City or his or her designee or the
officer succeeding to his or her principal functions.
"Code" shall mean the Internal Revenue Code of 1986, as amended from time to time,
and the regulations promulgated thereunder and applicable regulations promulgated under the
Internal Revenue Code of 1954, as amended.
"County" shall mean Miami-Dade County, Florida, a political subdivision of the State of
Florida, and any successor thereto.
"Credit Facility" shall mean an irrevocable letter of credit, policy of municipal bond
insurance, guaranty, purchase agreement, credit agreement or similar facility in which the entity
0 t0-8L26-07 7 7 I 2 lA M E R I CAS
621
providing such facility irrevocably agrees to provide funds to make payment of the principal of
and interest on Bonds.
"Defeasance Obligations" shall mean to the extent permitted by law:
(i) Direct general obligations of, or obligations the payment of the principal
of which and the interest on which is unconditionally guaranteed by, the United States of
America; and
(ii) Evidences of indebtedness issued by the Bank for Cooperatives, Federal
Home Loan Banks, Federal Home Loan Mortgage Corporation (including participation
certificates), Federal Land Banks, Federal Financing Banks, or any other agency or
instrumentality of the United States of America created by an act of Congress which is
substantially similar to the foregoing in its legal relationship to the United States of
America; provided that the obligations of such agency or instrumentality are
unconditionally guaranteed by the United States of America or any other agency or
instrumentality of the United States of America; and
(iii) Evidences of ownership of proportionate interests in future interest and
principal payments on specified obligations described in (i) above held by a bank or trust
company as custodian, under which the owner of the investment is the real party in
interest and has the right to proceed directly and individually against the obligor on the
underlying obligations described in (i) above, and which underlying obligations are not
available to satisfy any claim of the custodian or any person claiming through the
custodian or to whom the custodian may be obligated; and
(iv) Obligations described in Section 103(a) of the Internal Revenue Code of
1986, as amended, which do not permit redemption prior to maturity at the option of the
obligor and provision for the payment of the principal of, premium, if any, and interest on
which shall have been made by the irrevocable deposit with a bank or trust company
acting as a trustee or escrow agent for holders of such obligations or securities described
in clauses (i) or (ii) above, the maturing principal of and interest on which, when due and
payable, will provide sufficient monies to pay when due the principal of, premium if any,
and interest on such obligations, and which securities described in clauses (i) or (ii) above
are not available to satisfy any other claim, including any claim of the trustee or escrow
agent or of any person claiming through the trustee or escrow agent or to whom the
trustee or escrow agent may be obligated, including in the event of the insolvency of the
ffustee or escrow agent or proceedings arising out ofsuch insolvency.
"Extendible Maturity Bonds" shall mean Bonds the maturities of which, by their terms,
may be extended by and at the option of the Holders of the Bonds or the City.
"Fiduciaries" shall mean the Paying Agent and the Registrar appointed and acting under
this Resolution.
"Fiscal Year" shall mean that period
including the next succeeding September 30,
by law or by the City in accordance with law.
commencing on October l, and continuing to and
or such other annual period as may be prescribed
7
oLo-8r26-077 7 /2 /AMERtCAS
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"lnterest Commencement Date" shall mean, with respect to any particular Capital
Appreciation and Income Bonds, the date provided for in the resolution providing for the
issuance of such Bonds (which date must be prior to the maturity date for such Bonds) after
which interest accruing on such Bonds shall be payable semi-annually or otherwise on a periodic
basis prior to maturity, with the first such payment date being the applicable Interest Payment
Date immediately succeeding such Interest Commencement Date.
"lnterest Payment Date" shall mean such dates on which interest on the Bonds is payable
on any Bonds that are Outstanding, as shall be established in the Mayor's Certificate with respect
to the Series 2015 Bonds or pursuant to the resolution of the Commission providing for the
issuance ofany other Series ofBonds.
"Interest Rate Swap" shall mean an agreement in writing by and between the City and
another entity (the "Counterparty") pursuant to which (i) the City agrees to pay to the
Counterparty an amount, either at one time or periodically, which is determined by reference to a
rate of interest or formula and a "notional" amount specified in such agreement, during the
period specified in such agreement and (ii) the Counterparty agrees to pay to the City an amount,
either at one time or periodically, which is determined by reference to a different rate of interest
or formula but the same "notional" amount specified in such agreement, during the period
specified in such agreement.
"Interim Bonds" shall mean any Bonds issued under this Resolution on an interim basis
which are expected to be repaid from the proceeds of Bonds or other indebtedness.
"Liquidity Facility" shall mean a letter of credit, line of credit, policy of municipal bond
insurance, guaranty, purchase agreement or similar facility in which the entity providing such
facility agrees to provide funds to pay the purchase price of Put Bonds upon their tender by the
Holders of Put Bonds.
"Maximum Annual Debt Service" shall mean, at any time and with respect to all of the
Bonds or any particular Series of the Bonds (as appropriate), the greatest Annual Debt Service
Requirement in the then current or any succeeding Fiscal Year.
"Mayor" shall mean the Mayor of the City or in the absence or disability of the Mayor of
the City, the Vice Mayor of the City or the officers succeeding to their principal functions.
"Mayor's Certificate" shall mean the certificate to be executed by the Mayor on or prior
to the date of initial issuance of the Series 2015 Bonds, which certificate shall provide the details
of the Series 2015 Bonds.
"Outstanding" when used with reference to the Bonds, shall mean, as of any date of
determination, all Bonds theretofore authenticated and delivered except;
(i) Bonds theretofore cancelled by the Registrar or delivered to the Registrar
for cancellation;
(ii) Bonds which are deemed paid and no longer Outstanding as provided
herein;
oto-8126-07 7 7 I 2 /AMERTCAS
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(iii) Bonds in lieu of which other Bonds have been issued pursuant to the
provisions hereof relating to Bonds destroyed, stolen or lost, unless evidence satisfactory
to the Registrar has been received that any such Bond is held by a bona fide purchaser;
and
(iv) For purposes of any consent or other action to be taken hereunder by the
Holders of a specified percentage of principal amount of Bonds, Bonds held by or for the
account of the City.
"Paying Agent" shall mean the City or any bank or trust company or any successor bank
or trust company appointed by the City to act as Paying Agent hereunder.
"Permitted Investments" shall mean and include such obligations as shall be permitted to
be legal investments of the City by the laws of the State.
"Pledged Funds" shall mean, collectively, the Resort Tax Revenues and, except for
moneys, securities and instruments in the Rebate Fund and with respect to any Series of Bonds
not secured by the Debt Service Reserve Account, moneys, securities and instruments held in the
Debt Service Reserve Account, all moneys, securities and instruments held in the Funds and
Accounts created and established by this Resolution.
"Put Bonds" shall mean the Bonds which by their terms may be tendered by and at the
option of the owner thereof for payment by the City prior to the stated maturity thereof.
"Registrar" shall mean the City or a bank or trust company appointed by the City, located
within or without the State of Florida, who or which shall maintain the registration books of the
City and be responsible for the transfer and exchange of the Bonds, and who or which may also
be the Paying Agent for the Bonds.
"Reserve Account Insurance Policy" shall mean the insurance policy, surety bond or
other acceptable evidence of insurance, if any, deposited in the Debt Service Reserve Account in
lieu of or in partial substitution for cash or securities on deposit there in. The issuer providing
such facility shall be a municipal bond insurer rated, at the time of deposit in the Debt Service
Reserve Account, in any of the three highest rating categories (without regard to any gradations
within such categories) of Fitch Ratings Inc. or any successors thereof, Moody's Investors
Service, Inc. or any successors thereof or Standard & Poor's Ratings Services or any successors
thereof.
"Reserve Account Letter of Credit" shall mean the irrevocable, transferable letter of
credit, if any, deposited in the Debt Service Reserve Account in lieu of or in partial substitution
for cash or securities on deposit therein. The issuer providing such letter of credit shall be a
banking association, bank or trust company or branch thereof rated, at the time of deposit into the
Debt Service Reserve Account, in any of the three highest rating categories (without regard to
any gradations within such categories) of Fitch Ratings Inc. or any successors thereof, Moody's
Investors Service, Inc. or any successors thereof or Standard & Poor's Ratings Services or any
successors thereof.
or0-8L26-0777 l2lAMERTCAS
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"Reserve Account Requirement" shall mean the lesser of (a) Maximum Annual Debt
Service for all Outstanding Bonds in the current or any subsequent Fiscal Year, or (b) the
maximum amount allowed to be funded from proceeds of Bonds under the Code; provided that,
if the Mayor's Certificate inthe case of the Series 2015 Bonds or if the supplemental resolution
corresponding to any other Series of Bonds provides for the establishment of a separate
subaccount in the Debt Service Reserve Account to secure only the Series 2015 Bonds or such
other Series of Bonds (with such Series 2015 Bonds or other Series of Bonds having no claim on
the other moneys deposited to the credit of the Debt Service Reserve Account), the Reserve
Account Requirement for the Series 2015 Bonds or such other Series of Bonds shall be
calculated as provided for in the Mayor's Certificate or in the corresponding supplemental
resolution; and provided further that, if the Mayor's Certificate in the case of the Series 2015
Bonds or if the supplemental resolution corresponding to any other Series of Bonds provides that
the Series 2015 Bonds or such other Series of Bonds shall not be secured by the Debt Service
Reserve Account or any separate subaccount therein, the Reserve Account Requirement shall be
calculated without taking into account the Series 2015 Bonds or such other Series of Bonds. The
City shall be permitted to provide all or a portion of the Reserve Account Requirement by the
execution and delivery of a Reserve Account Insurance Policy or a Reserve Account Letter of
Credit.
"Resolution" shall mean this Resolution as the same may from time to time be amended
and supplemented in accordance with the terms hereof.
"Resort Tax" shall mean the tax described in the recitals to this Resolution levied
pursuant to the Act.
"Resort Tax Revenues" shall mean the proceeds of the Resort Tax.
"Serial Bonds" shall mean the bonds of an issue which shall be stated to mature in annual
or semi-annual installments but not including Term Bonds.
"Series" shall mean all of the Bonds authenticated and delivered on original issuance and
pursuant to this Resolution or any supplemental resolution authorizing such Bonds as a separate
Series of Bonds, or any Bonds thereafter authenticated and delivered in lieu of or in substitution
for such Bonds pursuant to Article II hereof, regardless of variations in maturity, interest rate or
other provisions.
"Series 2015 Bonds" shall mean the Resort Tax Revenue Bonds, Series 2015 authorized
to be issued under this Resolution in the aggregate principal amount not to exceed $240,000,000.
"State" shall mean the State of Florida.
"Taxable Bonds" shall mean Bonds the interest on which is not intended at the time of
issuance thereof to be excluded from gross income of the holders thereof for federal income tax
purposes.
"Tax-Exempt Bonds" shall mean Bonds the interest on which is excludable from gross
income of the holders thereof for federal income tax purposes.
ot0-8126-077 7 / 2 IAM ERTCAS
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625
"Term Bonds" shall mean the Bonds of any Series which shall be stated to mature on one
date and for the amortization of which payments are required to be made into the Bond
Redemption Account in the Sinking Fund.
"Underwriters" shall mean Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Citigroup Global Markets Inc., Morgan Stanley & Co., LLC and Siebert Brandford Shank & Co.,
L.L.C.
"Variable Rate Bonds" shall mean Bonds, which may be either Serial Bonds or Term
Bonds, issued with a variable, adjustable, convertible or other similar rate which is not fixed in
percentage for the entire term thereofat the date ofissue.
Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders. Words importing singular number shall include the
plural number in each case and vice versa. Words defined in Section 101 hereof that appear in
this Resolution in lower case form shall have the meanings ascribed to them in the definitions in
Section 101 unless the context shall otherwise indicate. The words "Bond", "Owner", "Holder"
and "person" shall include the plural as well as the singular number unless the context shall
otherwise indicate. The word "person" shall include corporations and associations, including
public bodies, as well as natural persons, unless the context shall otherwise indicate. The word
"may" shall mean "md!, but shall not be required to" and the word "including" shall mean
"including, without limitation." The word "Bond" or "Bonds" and the words "revenue bond" or
"revenue bonds" shall mean any Bond or Bonds or all of the Bonds, as the case may be, issued
under the provisions of this Resolution. The word "Resolution" shall include this Resolution and
each resolution supplemental hereto.
SECTION 102. AUTHORITY FOR THIS RESOLUTION. This Resolution is
adopted pursuant to the provisions of the Act.
SECTION 103. FINDINGS. The recitals to this Resolution are incorporated herein as
findings. In addition, it is hereby ascertained, determined and declared that:
(a) The City is authorized to levy and collect the Resort Tax pursuant to the Act.
(b) The principal of, premium, if any, and interest on the Bonds and all required
sinking fund, reserve and other payments shall be payable solely from the Pledged Funds. None
of the City, the County, or the State or any political subdivision thereof or governmental
authority or body therein shall ever be required to levy ad valorem taxes to pay the principal of
or interest on the Bonds or to make any of the sinking fund, reserve or other payments required
by this Resolution or the Bonds, and the Bonds shall not constitute a lien upon any property
owned by or situated within the corporate territory of the City, except as provided herein with
respect to the Pledged Funds.
(c) The estimated Pledged Funds will be sufficient to pay all principal of, premium, if
any, and interest on the Bonds to be issued hereunder, as the same become due, and to make all
sinking fund, reserve or other payments required by this Resolution.
u
0to-8!26-07 7 7 I 2 lAMER rCAS
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(d) Due to the character of the Series 2015 Bonds, prevailing market conditions, the
uncertainty inherent in a competitive bidding process and the recommendations of the Financial
Advisor that the sale of the Series 2015 Bonds be by negotiation, the sale of the Series 2015
Bonds on the basis of negotiated sale rather than a public sale by competitive bid is in the best
interest of the City and is hereby authorized.
SECTION 104. RESOLUTION CONSTITUTES CONTRACT. In consideration of
the acceptance of the Bonds authorized to be issued hereunder by those who shall own the same
from time to time, this Resolution shall be deemed to be and shall constitute a contract between
the City and such Bondholders, and the covenants and agreements herein set forth to be
performed by the City shall be for the equal benefit, protection and security of the Owners of any
and all of such Bonds, all of which shall be of equal rank and without preference, priority, or
distinction of any of the Bonds over any other thereof except as expressly provided therein and
herein.
IEND OF ARTICLE I]
oLo-8t26-0777 I 2 /AM ERICAS
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627
ARTICLE II
AUTHORIZATION, TERMS, EXECUTION AND
REGISTRATION OF BONDS
SECTION 20r. AUTHORIZATION OF THE SERIES 2015 BONDS. Subject and
pursuant to the provisions of this Resolution, Bonds of the City to be known as "City of Miami
Beach, Florida Resort Tax Revenue Bonds, Series 2075" or such other designation as shall be set
forth in the Mayor's Certificate (the "Series 2015 Bonds"), are hereby authorized to be issued in
an aggregate principal amount not to exceed Two Hundred Forty Million Dollars
($240,000,000), for the purpose of providing funds to (i) finance the Series 2015 Project, (ii)
fund as necessary the Debt Service Reserve Account and (iii) pay certain costs of issuance of the
Series 2015 Bonds.
Subject to the limitations contained herein, the Series 2015 Bonds shall be issued in such
aggregate amount, shall be dated, shall mature on such dates and in such years, but not later than
December 31,2045, and in such amounts, shall be issued as Tax-Exempt Bonds, shall be in the
form of Serial Bonds or Term Bonds or a combination thereof, shall have such Interest Payment
Dates, shall bear interest at such rates not to exceed the maximum rate permitted by law, shall
have such Amortization Requirements, if any, shall be subject to redemption at such times, at
such prices and pursuant to such notice provisions, as shall be determined by the City Manager,
after consultation with the Chief Financial Officer and the Financial Advisor, and set forth in a
Mayor's Certificate.
The Commission hereby appoints U.S. Bank National Association, as Registrar and
Paying Agent for the Series 2015 Bonds.
If the City Manager determines, in reliance upon the recommendations of the Chief
Financial Officer and the Financial Advisor, that there is an economic benefit to the City to
secure and pay for a Credit Facility and/or a Reserve Account Insurance Policy with respect to
all or a portion of the Series 2015 Bonds, the City Manager is authorized to secure a Credit
Facility and/or a Reserve Account Insurance Policy with respect to all or a portion of the Series
2015 Bonds. The City Manager is authorized to provide for the payment of any premiums for
such Credit Facility and/or Reserve Account Insurance Policy from the proceeds of the Series
2015 Bonds. The Mayor is authorized, after consultation with the City Attorney, to enter into,
execute and deliver such agreements as may be necessary to secure such Credit Facility and/or
Reserve Account Insurance Policy, the execution and delivery by the Mayor of any such
agreements for and on behalf of the City to be conclusive evidence of the City's approval of
securing such Credit Facility and/or Reserve Account Insurance Policy and of such agreements.
Any agreements with any providers of a Credit Facility and/or Reserve Account Insurance Policy
shall supplement and be in addition to the provisions of this Resolution.
The Commission hereby approves the distribution of copies of the Preliminary Official
Statement with respect to the Series 2015 Bonds (the "Preliminary Official Statement") in
substantially the form presented at this meeting with such changes, modifications, insertions,
omissions and filling-in of blanks as may be approved by the Mayor, after consultation with the
Chief Financial Officer and the City Attorney. The Mayor or his designee, after consultation
with the Chief Financial Officer and the City Attomey, is hereby authorized to deem the
0 70 -8126 -07 7 7 I 2 lAM E R r CAS
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628
Preliminary Official Statement "final" for purposes of Securities and Exchange Commission
Rule l5c2-12 (the "Rule") and to execute any certificates in connection with such finding. The
Mayor and the City Manager are hereby authorized to execute the Official Statement with
respect to the Series 2015 Bonds (the "Official Statement") on behalf of the City, in substantially
the form of the draft of the Preliminary Official Statement presented at this meeting, with such
changes, modifications, insertions, omissions and filling-in of blanks as may be approved by the
Mayor, after consultation with the Chief Financial Officer and the City Attorney, with such
execution to be deemed conclusive evidence of the City's approval of the Preliminary Official
Statement and the Official Statement. The use of the Preliminary Official Statement and the
final Official Statement in the marketing and sale of the Series 2015 Bonds is hereby approved.
For the reasons contained in this Resolution, the negotiated sale of the Series 20i5 Bonds
to the Underwriters is hereby authorized and approved. The Commission hereby approves the
form of the Bond Purchase Agreement (the "Bond Purchase Agreement"), for the purchase of the
Series 2015 Bonds by the Underwriters, a copy of which has been presented at this meeting.
Upon compliance by the Underwriters with the requirements of Florida Statutes, Section
218.385, the Mayor is hereby authorized to execute the Bond Purchase Agreement in connection
with the sale of the Series 2015 Bonds to the Underwriters, in substantially the form presented at
this meeting, subject to such changes, modifications, insertions, omissions and filling-in of
blanks therein as may be necessary to evidence the terms of the Series 2015 Bonds and such
additional changes as may be approved by the City Manager, after consultation with the Chief
Financial Officer and the City Attorney. The purchase price (not including original issue
premium or original issue discount) at which the Series 2015 Bonds shall be awarded to the
Underwriters shall be determined by the City Manager, after consultation with the Chief
Financial Officer and the Financial Advisor, but shall not be less than 99o/o of the principal
amount of the Series 2015 Bonds (the "Minimum Purchase Price") and at a true interest cost rate
("TIC") not to exceed 6.00% (the "Maximum TIC"). The execution and delivery by the Mayor
of the Bond Purchase Agreement for and on behalf of the City shall be deemed conclusive
evidence of the approval of the City of any such changes, modifications, insertions, omissions or
filling-in of blanks.
For the benefit of the Holders and beneficial owners from time to time of the Series 2015
Bonds, the City agrees, in accordance with and as the only obligated person with respect to the
Series 2015 Bonds under the Rule, to provide or cause to be provided certain financial
information and operating data, financial statements and notices, in such manner, as may be
required for purposes of paragraph (b)(5) of the Rule. In order to describe and specify the terms
of the City's continuing disclosure agreement, the Chief Financial Officer is hereby authorized
and directed to enter into and deliver, in the name and on behalf of the City, a Disclosure
Dissemination Agent Agreement (the "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 Resolution was considered, subject to such changes, modifications, insertions,
omissions and 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 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 Continuing Disclosure Agreement.
Notwithstanding any other provisions of this Resolution, any failure by the City to comply with
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any provisions of the Continuing Disclosure Agreement shall not constitute a default under this
Resolution and the remedies therefor shall be solely as provided in the Continuing Disclosure
Agreement.
The Chief Financial Officer is further authorized to establish procedures in order to
ensure compliance by the City with the Continuing Disclosure Agreement, including the timely
provision of information and notices. Prior to making any filing in accordance with such
agreement, the Chief Financial Officer may consult with, 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 Attomey or Bond Counsel in
determining whether a filing should be made.
SECTION 202. DESCRIPTION OF BONDS. Unless otherwise specified by the City
in subsequent proceedings, any Bonds issued pursuant to this Resolution shall be issued in fully
registered form and, if the Registrar issues notice of the availability of exchanging registered
Bonds for coupon Bonds, in coupon form. If the Registrar receives an opinion of counsel of
recognized standing in the field of law relating to municipal bonds to the effect that the issuance
of any of the Bonds in coupon form will not adversely affect the exclusion from gross income for
Federal income tax purposes of the interest on any Tax-Exempt Bonds, the Registrar may, at the
written direction of the City, mail notice to the registered owners of the Bonds of the availability
of exchanging registered Bonds for coupon Bonds. Registered Bonds may then be exchanged
for an equal aggregate principal amount of coupon Bonds of the same Series, interest rate and
maturity of any authorized denomination and coupon Bonds may be exchanged for an equal
aggregate principal amount in the manner provided in this Resolution.
Unless otherwise specified by the City in subsequent proceedings, the Bonds of a Series
shall be dated as determined in a Mayor's Certificate as to the Series 2015 Bonds and by
subsequent resolution of the City relating to the issuance of any other Series of Bonds; shall bear
interest, which may be fixed or variable, from their date of initial issuance at a rate not exceeding
the legal rate per annum, with interest paid to the registered Holder thereof on each Interest
Payment Date by the Paying Agent at the address shown on the registration books of the City
(held by the Registrar) at the close of business on the 15th day of the calendar month preceding
an Interest Payment Date (in each case a "Regular Record Date"), except for (i) Capital
Appreciation Bonds which shall bear interest as described under the defined term Accreted
Value, payable only upon redemption, acceleration or maturity thereof and (ii) Capital
Appreciation and Income Bonds which shall bear interest as described under the defined term
Appreciated Value, payable on the amount due at maturity but only from and after the Interest
Commencement Date; shall be in the denomination of $5,000 or any integral multiple thereof,
except for (i) Capital Appreciation Bonds, which may be initially issued in any denomination so
long as their Accreted Value at maturity shall be $5,000 or any integral multiple thereof, (ii)
Capital Appreciation and Income Bonds, which may be initially issued in any denomination so
long as their Appreciated Value at the Interest Commencement Date shall be $5,000 or any
integral multiple thereof and (iii) any other Series of Bonds as provided for in a subsequent
resolution of the City relating to any other Series of Bonds; and shall mature on such dates, in
such years and in such amounts, as determined in a Mayor's Certificate as to the Series 2015
Bonds and as provided for by subsequent resolution of the City relating to any other Series of
Bonds. Notwithstanding anl.thing in this paragraph to the contrary, any interest not punctually
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paid on a Regular Record Date shall forthwith cease to be payable to the registered Holder on
such Regular Record Date and may be paid at the close of business on a special record date for
the payment of such defaulted interest to be fixed by the Paying Agent, notice of which shall be
mailed, first-class postage prepaid, not less than 10 days prior to such special record date to such
registered Holder.
The principal of and redemption premium, if any, on the Bonds shall be payable upon
presentation and surrender at the designated office of the Paying Agent. Interest on the Bonds
shall be paid by check or draft drawn upon the Paying Agent and mailed to the registered owners
of the Bonds on each Interest Payment Date; provided, however, that (i) if ownership of Bonds is
maintained in a book-entry only system by a securities depository, such payment may be made
by automatic funds transfer to the securities depository or its nominee or (ii) if such Bonds are
not maintained in a book-entry only system by a securities depository, upon written request of
the Holder of $1,000,000 or more in principal amount of Bonds, such payments may be made by
wire transfer to the bank and bank account specified in writing by such Holder (such bank being
a bank within the continental United States), if such Holder has advanced to the Paying Agent
the amount necessary to pay the cost of such wire transfer or authorized the Paying Agent to
deduct the cost of such wire transfer from the payment due to such Holder.
The Bonds issued hereunder may be Serial Bonds or Term Bonds and may be Variable
Rate Bonds, Capital Appreciation Bonds, Capital Appreciation and Income Bonds, Extendible
Maturity Bonds, Balloon Bonds, Interim Bonds, Put Bonds and such other types of bonds as may
be marketable from time to time, including, without limitation, Taxable Bonds and Bonds issued
in book-entry form, as determined by subsequent proceedings of the City.
SECTION 203. REDEMPTION PROVISIONS. The Bonds of each Series, other
than the Series 2015 Bonds, may be subject to redemption prior to maturity at such times, at such
redemption prices and upon such terms in addition to the terms contained in this Resolution as
may be determined by subsequent resolutions of the City, which subsequent resolutions may
contain redemption notice provisions. The redemption provisions for the Series 2015 Bonds
shall be established in the manner described in the second paragraph of Section 201 of this
Resolution.
Unless otherwise provided in a supplemental resolution relating to any Series of Bonds
with respect to such Bonds, at least thirty (30), but not more than sixty (60), days before the
redemption date, a notice of any such redemption, either in whole or in part, signed by the Chief
Financial Officer, (a) shall be filed by the City with the Registrar and (b) shall be mailed by the
Registrar, first class mail, postage prepaid, to all registered owners of Bonds to be redeemed at
their addresses as they appear on the registration books hereinabove provided for, but failure 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 Bonds are to
be redeemed, the numbers or other distinguishing marks of such Bonds to be redeemed in part
and the respective portions thereof to be redeemed. Subject to the next succeeding paragraph,
such notice shall further state that on such date there shall become due and payable upon each of
the Bonds to be redeemed the redemption price or the specified portions thereof in the case of
Bonds to be redeemed in part only, together with interest accrued to the redemption date, and
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that from and after such date interest thereon shall cease to accrue and be payable on such Bonds
or portions thereof so redeemed.
In the case of an optional redemption of Bonds, the redemption notice may state that (a) it
is conditioned upon the deposit of moneys with the Registrar or with a bank, trust company or
other appropriate fiduciary institution acting as escrow agent (the "escrow agent"), in amounts
necessary to effect the redemption, no later than the redemption date, or (b) the City retains the
right to rescind such notice on or prior to the scheduled redemption date (in either case, a
"Conditional Redemption"), and such notice and optional redemption shall be of no effect if such
moneys are not so deposited or if the notice is rescinded as described in this Section. Any such
notice of Conditional Redemption shall be captioned "Conditional Notice of Redemption." Any
Conditional Redemption may be rescinded at any time prior to the redemption date if the City
delivers a written direction to the Registrar directing the Registrar to rescind the redemption
notice. The Registrar shall give prompt notice of such rescission to the affected Bondholders.
Any 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 a default under this Resolution.
Notice having been given in the manner and under the conditions described in this
Section, and with respect to a Conditional Redemption, the Conditional Redemption not having
been rescinded, the Bonds or portions of Bonds so called for redemption shall, on the redemption
date designated in such notice, become and be due and payable at the redemption price provided
fbr redemption for such Bonds or portions of Bonds on such date. On the date so designated for
redemption, moneys for payment of the redemption price being held in separate accounts by the
Paying Agent in trust for the registered owners of the Bonds or portions thereof to be redeemed,
all as provided in this Resolution, interest on the Bonds or portions of Bonds so called for
redemption shall cease to accrue, such Bonds and portions of Bonds shall cease to be entitled to
any lien, benef,rt or security under this Resolution and shall be deemed paid hereunder, and the
registered owners of such Bonds or portions of Bonds shall have no right in respect thereof
except to receive payment of the redemption price thereof and to receive Bonds for any
unredeemed portions of the Bonds.
Upon the payment of the redemption price of Bonds being redeemed, each check or other
transfer of funds issued for such purpose shall bear a description of the issue and maturity of the
Bonds being redeemed with the proceeds of such check or other transfer.
The provisions concerning the manner of giving notice of redemption may be changed or
varied or supplemented in any supplemental resolution applicable to any Series of Bonds issued
under this Resolution for the purpose of complying with any governmental or industry standards
from time to time in effect.
SECTION 204. EXECUTION OF BONDS. The Bonds shall be executed in the name
of the City by the Mayor, and the seal of the City or a facsimile thereof shall be affixed thereto or
imprinted or reproduced thereon and attested by the City Clerk, either manually or with their
facsimile signatures. In case any one or more of the officers who shall have signed or sealed any
of the Bonds shall cease to be such officer before the Bonds so signed and sealed shall have been
actually sold and delivered, such Bonds may nevertheless be sold and delivered as herein
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provided and may be issued as if the person who signed and sealed such Bonds had not ceased to
hold such office. Any Bond may be signed and sealed on behalf of the City by such person as at
the actual time of the execution of such Bond shall hold the proper office, although at the date of
such Bonds such person may not have held such office or may not have been so authorized.
The Bonds of each Series shall bear thereon a certificate of authentication, in the form set
forth in Exhibit B hereto, executed manually by the Registrar. Only such Bonds as shall bear
thereon such certificate of authentication shall be entitled to any right or benefit under this
Resolution and no Bond shall be valid or obligatory for any purpose until such certificate of
authentication shall have been duly executed by the Registrar. Such certificate of the Registrar
upon any Bond executed on behalf of the City shall be conclusive evidence that the Bond so
authenticated has been duly authenticated and delivered under this Resolution and that the
Holder thereof is entitled to the benefits of this Resolution. If the Bonds of a Series have been
validated, the validation certificate on the back of each of the Bonds of such Series shall be
signed with the facsimile signatures of the Mayor and City Clerk, and the City may adopt and
use for that purpose the facsimile signature of any person who shall have been such Mayor and
City Clerk at any time on or after the date of the Bonds, notwithstanding that he may have ceased
to be such Mayor and City Clerk at the time when said Bonds shall be actually delivered.
SECTION2O5. NEGOTIABILITY, REGISTRATION AND CANCELLATION.
At the option of the registered Holder thereof and upon surrender thereof at the designated
corporate trust office of the Registrar with a written instrument of transfer satisfactory to the
Registrar duly executed by the registered Holder or his duly authorized attorney and upon
payment by such Holder of any charges which the Registrar or the City may make as provided in
this Section, the Bonds may be exchanged for Bonds of the same aggregate principal amount of
the same Series, interest rate and maturity of any other authorized denominations.
The Registrar shall keep books for the registration of Bonds and for the registration of
transfers of Bonds. The Bonds shall be transferable by the Holder thereof in person or by his
attorney duly authorized in writing only upon the books of the City kept by the Registrar and
only upon surrender thereof together with a written instrument of transfer satisfactory to the
Registrar duly executed by the Holder or his duly authorized attorney. Upon the transfer of any
such Bond, the City shall cause to be issued in the name of the transferee a new Bond or Bonds
of the same aggregate principal amount of the same Series, interest rate and maturity of any other
authorized denominations.
The City, the Paying Agent and the Registrar may deem and treat the person in whose
name any Bond shall be registered upon the books kept by the Registrar as the absolute Holder
of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment
of, or on account of, the principal of, premium, if any, and interest on such Bond as the same
becomes due and for all other purposes. All such payments so made to any such Holder or upon
his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the
extent of the sum or sums so paid, and neither the City, the Paying Agent nor the Registrar shall
be affected by any notice to the contrary.
In all cases in which the privilege of exchanging Bonds or transferring Bonds
exercised, the City shall execute and the Registrar shall authenticate and deliver Bonds
is
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accordance with the provisions of this Resolution. All Bonds surrendered in any such exchanges
or transfers shall forthwith be delivered to the Registrar and cancelled by the Registrar in the
manner provided in this Section. There shall be no charge for any such exchange or transfer of
Bonds, but the City or the Registrar may require the payment of a sum sufficient to pay any tax,
fee or other governmental charge required to be paid with respect to such exchange or transfer.
Neither the City nor the Registrar shall be required (a) to transfer or exchange Bonds of any
Series for a period of 15 days next preceding any selection of Bonds of such Series to be
redeemed or thereafter until after the mailing of any notice of redemption; or (b) to transfer or
exchange any Bonds of any Series called for redemption.
Except as may otherwise be provided with respect to Put Bonds in the proceedings of the
City providing for the issuance thereof, all Bonds paid or redeemed, either at or before maturity
shall be delivered to the Paying Agent when such payment or redemption is made, and such
Bonds, together with all Bonds purchased by the City, shall thereupon be promptly cancelled.
Bonds so cancelled may at any time be destroyed by the Paying Agent, who shall execute a
certification of destruction in duplicate by the signature of one of its authorized officers
describing the Bonds so destroyed, and one executed certificate shall be filed with the City and
the other executed certificate shall be retained by the Paying Agent.
SECTION 206. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In
case any Bond shall become mutilated, destroyed, stolen or lost, the City may execute and the
Registrar shall authenticate and deliver a new Bond of like Series, date, maturity, denomination
and interest rate as the Bond so mutilated, destroyed, stolen or lost; provided that, in the case of
any mutilated Bond, such mutilated Bond shall first be surrendered to the City and, in the case of
any lost, stolen or destroyed Bond, there shall first be furnished to the City and the Registrar
evidence of such loss, theft, or destruction satisfactory to the City and the Registrar, together
with indemnity satisfactory to them. In the event any such Bond shall be about to mature or have
matured or have been called for redemption, instead of issuing a duplicate Bond, the City may
direct the Paying Agent to pay the same without surrender thereof. The City and Registrar may
charge the Holder of such Bonds their reasonable fees and expenses in connection with this
transaction. Any Bond surrendered for replacement shall be cancelled in the same manner as
provided in Section 205 hereof.
Any such duplicate Bonds issued pursuant to this Section shall constitute additional
contractual obligations on the part of the City, whether or not the lost, stolen or destroyed Bonds
be at any time found by anyone, and such duplicate Bonds shall be entitled to equal and
proportionate benefits and rights as to lien on and source and security for payment from the
Pledged Funds, with all other Bonds issued hereunder.
SECTION 207. PREPARATION OF DEFINITIVE BONDS; TEMPORARY
BONDS. Unless otherwise specified by the City in subsequent proceedings, the definitive
Bonds of each Series shall be lithographed, printed or typewritten. Until the definitive Bonds are
prepared, the Mayor and City Clerk may execute and the Registrar may authenticate, in the same
manner as is provided in Section204, and deliver, in lieu of definitive Bonds, but subject to the
same provisions, limitations and conditions as the definitive Bonds, one or more printed,
lithographed or typewritten temporary fully registered Bonds, substantially of the tenor of the
definitive Bonds in lieu of which such temporary Bond or Bonds are issued, in authorized
070 -8726-07 7 7 / 2 lA M E R r CAS
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denominations or any whole multiples thereof, and with such omissions, insertions and variations
as may be appropriate to such temporary Bonds. The City at its own expense shall prepare and
execute and, upon the surrender at the designated corporate trust office of the Registrar of such
temporary Bonds for which no payment or only partial payment has been provided, the Registrar
shall authenticate and, without charge to the Holder thereof, deliver in exchange therefor, at the
principal corporate trust office of the Registrar, definitive Bonds of the same aggregate principal
amount, Series and maturity as the temporary Bonds surrendered. Until so exchanged, the
temporary Bonds shall in all respects be entitled to the same benefits and security as definitive
Bonds issued pursuant to this Resolution.
SECTION 208. FORM OF BONDS. The text of the Bonds shall be of the tenor set
forth in Exhibit B to this Resolution, with such changes, modifications, insertions, omissions and
filling-in of blanks as may be necessary and desirable and authorized or permitted by this
Resolution or a Mayor's Certificate.
SECTION 209. BOOK.ENTRY ONLY SYSTEM FOR THE BONDS;
QUALIFICATION FOR THE DEPOSITORY TRUST COMPANY. The Series 2015 Bonds
shall be issued, and any future Series of Bonds may be issued, as uncertificated securities
through the book-entry only system maintained by The Depository Trust Company, New York,
New York ("DTC") or, with respect to any Series of Bonds other than the Series 2015 Bonds,
such other securities depository as may be selected by the City. The City, the Registrar and the
Paying Agent are hereby authorized to take such actions as may be necessary to qualify the
Bonds for deposit with DTC, including but not limited to those actions as may be set forth in a
letter of representations with DTC, the execution and delivery of which with respect to the Series
2015 Bonds by the Mayor or the City Manager is hereby authorized.
IEND OF ARTICLE II]
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ARTICLE III
COVENANTS, FUNDS AND APPLICATION THEREOF
SECTION 301. BONDS NOT TO BE INDEBTEDNESS OF THE CITY. The
Bonds shall not be and shall not constitute an indebtedness of the City, within the meaning of
any constitutional, statutory or charter provisions or limitations; but shall be payable solely, as
provided in this Resolution, from the Pledged Funds. No holder or holders of any Bonds issued
hereunder shall ever have the right to compel the exercise of the ad valorem taxing power of the
City, or taxation in any form of any real or personal property therein, or the application of any
other funds of the City to pay the Bonds or the interest thereon or the making of any sinking fund
or reserve payments provided for herein.
SECTION 302. BONDS SECURED BY PLEDGE OF PLEDGED FUNDS. The
payment of the principal of, interest and premium, if any, on all of the Bonds issued hereunder
and any additional parity Bonds hereafter issued, as provided herein, shall be secured forthwith
equally and ratably by a first lien on and pledge of the Pledged Funds. The Resort Tax Revenues
in an amount sufficient to pay the principal of and interest on the Bonds herein authorized and to
make the payments into the Sinking Fund (hereinafter created and established) and all other
payments provided for in this Resolution, as well as moneys held in the funds and accounts
created under this resolution (other than the Rebate Fund), are hereby irrevocably pledged to the
payment of the principal of and interest on the Bonds authorized herein, and other payments
provided for herein, as the same become due and payable.
The Bonds and the obligation evidenced thereby shall not constitute a lien upon any
property of or in the City, but shall constitute a lien only on the Pledged Funds all in the manner
provided in this Resolution.
SECTION 303. APPLICATION OF BOND PROCEEDS; CONSTRUCTION
FUND; COST OF ISSUANCE FUND.
(a) All moneys received by the City from the sale of the Series 2015 Bonds issued
pursuant to this Resolution, together with other moneys lawfully available therefor, if any, shall
be disbursed as provided in the Mayor's Certificate.
(b) All moneys received by the City from the sale of any Series of Bonds, other than
the Series 2015 Bonds, shall be disbursed in accordance with the provisions of a subsequent
resolution of the Commission relating to such Series of Bonds.
(c) There is hereby created and established a special fund designated as the
"Construction Fund", which fund shall be held and administered by the City. There shall be
created separate accounts within the Construction Fund for the deposit of proceeds of each Series
of Bonds and other available moneys to fund projects being funded from proceeds of such Series
of Bonds and other available moneys. Proceeds and other moneys on deposit in the Construction
Fund shall be disbursed by the City to pay costs of projects for which the applicable Series of
Bonds was issued, including, but not limited to, the payment of caprtahzed interest on such
Bonds in such amounts as the City shall determine to be appropriate. If for any reason the
moneys in the Construction Fund, or any part thereof including any investment earnings on
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deposit therein, are not necessary for, or are not applied to the purposes provided in this
Resolution or a supplemental resolution relating to a Series of Bonds for the Construction Fund,
then such unapplied proceeds, upon certification of a duly authorized ofhcer of the City that such
surplus proceeds are not needed for the purposes of the Construction Fund, shall be disbursed in
the following order:
First, to the Debt Service Reserve Account, hereinafter created and established, to
the full extent necessary to make the amount then on deposit therein equal to the Reserve
Account Requirement, as applicable, on the Bonds then Outstanding.
Second, the balance, if any, to the redemption or purchase or payment of principal
of Outstanding Bonds or for any other lawful purpose.
Moneys on deposit in the Construction Fund may be invested and reinvested to the fullest
extent practicable in Permitted Investments maturing not later than such date or dates on which
such moneys will be needed for the purposes of the Construction Fund. The earnings and
investment income derived from the moneys and investments on deposit in the Construction
Fund shall be deposited and maintained in the Construction Fund and used for the purposes
thereof.
(d) There is hereby created and established a special fund designated as the "Cost of
Issuance Fund", which fund shall be held and administered by the City. There shall be created
separate accounts within the Cost of Issuance Fund for the deposit of proceeds of each Series of
Bonds to pay the costs of issuance of such Series of Bonds as the City shall determine are
appropriate.
(e) The proceeds of the sale of the Bonds shall be and constitute trust funds for the
purposes hereinabove provided and there is hereby created a lien upon such moneys, until so
applied, in favor of the holders of said Bonds.
SECTION 304. COVENANTS OF THE CITY. The City hereby covenants and
agrees with the holders of any and all of the Bonds issued pursuant to this Resolution as follows:
A. TAX COVENANTS.
(1) The City will not take any action or omit to take any action which action
or omission, if reasonably expected on the date of initial issuance and delivery of the Bonds,
would result in inclusion in gross income for Federal income tax purposes under Section 103(a)
of the Code, of interest on Tax-Exempt Bonds. Particularly, the City will not take any action or
omit to take any action, which action or omission, if reasonably expected on the date of the
initial issuance and delivery of the Tax-Exempt Bonds, would have caused any of the Tax-
Exempt Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code.
(2) The City shall comply with the arbitrage rebate covenants as provided in
Section 304(E) hereof.
B. LEVY AND COLLECTION OF RESORT TAX. The City does fuither hereby
covenant and agree that as long as any of the principal of or interest on any Series of Bonds
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issued pursuant to this Resolution is unpaid, or payment thereof not duly provided for, it will not
repeal the Miami Beach City Code provisions pursuant to which the Resort Tax is levied, will
not reduce the rates of the Resort Tax, or amend or modify said City Code provisions, in any
manner so as to impair or adversely affect the power and obligation of the City to levy and
collect the Resort Tax, or impair or adversely affect in any manner the pledge of the Pledged
Funds made herein, or the rights of holders of Bonds issued pursuant to this Resolution, and the
City shall be unconditionally and irrevocably obligated, as long as any of the Bonds, or interest
thereon, are Outstanding and unpaid, to levy and collect the Resort Tax at not less than the rates
being levied by the City on the date of issuance of the Series 2015 Bonds, to the full extent
necessary to pay the principal of and interest on the Bonds and any other payments provided
herein.
C. RESORT TAX FUND. As soon as the same are received by the City, all of the
Resort Tax Revenues shall be forthwith deposited in a special fund designated as the "Resort Tax
Fund". The Resort Tax Fund shall constitute a trust fund for the purposes provided in this
Resolution and shall be held and administered by the City separate and distinct from all other
funds of the City and used only for the purposes and in the manner provided in this Resolution.
D. DISPOSITION OF RESORT TAX REVENUES. There is hereby created and
established the "Resort Tax Sinking Fund" (hereinafter referred to as the "Sinking Fund").
There are also hereby created four (4) separate accounts in the Sinking Fund to be known as the
"Interest Account," the "Principal Account," the "Bond Redemption Account" and the "Debt
Service Reserve Account." The Resort Tax Fund and the Sinking Fund shall be held and
administered by the City.
All Resort Tax Revenues at any time on deposit in the Resort Tax Fund shall be disposed
of only in the following manner:
(1) Resort Tax Revenues shall first be used, to the full extent necessary, for
deposit into the Interest Account in the Sinking Fund, on the fifteenth (15th) day of each month,
beginning with the fifteenth (l5th) day of the first full calendar month following the date on
which any or all of the Bonds are delivered to the purchaser thereof, of such sums as shall be
sufficient to pay one-sixth (l/6th) of the interest becoming due on the Bonds on the next semi-
annual Interest Payment Date; provided, however, that such monthly deposits for interest shall
not be required to be made into the Interest Account to the extent that money on deposit therein
is sufficient for such purpose and, provided further, that in the event the City has issued
additional parity Variable Rate Bonds or entered into any Interest Rate Swaps pursuant to the
provisions of this Resolution, Resort Tax Revenues shall be deposited at such other or additional
times and amounts as necessary to pay the interest becoming due on the Variable Rate Bonds on
the next Interest Payment Date or make the payments due under the Interest Rate Swaps on a
parity with interest due on the Bonds, all in the manner provided in the applicable supplemental
resolution.
The City shall, on each Interest Payment Date, transfer to the Paying Agent
moneys in an amount equal to the interest due on such Interest Payment Date or shall advise the
Paying Agent of the amount of any deficiency in the amount so transferred so that the Paying
Agent may give appropriate notice required to provide for the payment of such deficiency from
0L0 -8726-07 7 7 I 2 / AM E R rCAS
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any Reserve Account Insurance Policy or Reserve Account Letter of Credit on deposit in the
Debt Service Reserve Account.
In the event that the period to elapse between the date of the delivery of the Bonds
and the next semi-annual Interest Payment Date will be other than six (6) months, then such
monthly payments shall be adjusted to provide the required interest amount becoming due and
payable on the next Interest Payment Date.
(2) (a) Resort Tax Revenues shall next be used, to the full extent necessary,
for deposit in the Principal Account in the Sinking Fund, on the fifteenth (15th) day of each
month in each year, of one-sixth (1/6th) of the next maturing principal amount of Serial Bonds
which will mature and become due on such semi-annual maturity dates and one-twelfth (1ll2th)
of the next maturing principal amount of Serial Bonds which will mature and become due on
such annual maturity dates, beginning on such dates, as shall hereafter be determined by
subsequent proceedings of the City; provided, however, that such monthly deposits for principal
shall not be required to be made into the Principal Account to the extent that money on deposit
therein is sufficient for such purpose.
The City shall, on the business day prior to each principal payment date, transfer to the
Paying Agent moneys in an amount equal to the principal due on such principal payment date or
shall advise the Paying Agent of the amount of any deficiency in the amount so transferred so
that the Paying Agent may give appropriate notice required to provide for the payment of such
deficiency from any Reserve Account Insurance Policy or Reserve Account Letter of Credit on
deposit in the Debt Service Reserve Account.
In the event the period to elapse between the date of delivery of the Bonds and the next
principal payment date will be other than six (6) months, in the case of Serial Bonds which
mature semi-annually, or twelve (12) months, in the case of Serial Bonds which mature annually,
then such monthly payments shall be increased or decreased, as appropriate, in sufficient
amounts to provide the required principal amount maturing on the next principal payment date.
Any monthly payment of Resort Tax Revenues to be deposited as set forth above for the pu{pose
of meeting payments of principal of the Bonds, shall be adjusted, as appropriate, to reflect the
frequency of principal payments applicable to such Series.
(b) Resort Tax Revenues shall next be used, to the full extent
necessary, for deposit into the Bond Redemption Account in the Sinking Fund on the hfteenth
(15th) day of each month in each year, beginning on such date, of such Amortrzatron
Requirements as may be required for the payment of the Term Bonds payable from the Bond
Redemption Account, as shall hereafter be determined by subsequent proceedings of the City.
The moneys in the Bond Redemption Account shall be used solely for the purchase or
redemption of the Term Bonds payable therefrom. The City may at any time purchase any of
said Term Bonds at prices not greater than the then redemption price of said Term Bonds. If the
Term Bonds are not then redeemable, the City may purchase said Term Bonds at prices not
greater than the redemption price of such Term Bonds on the next ensuing redemption date. The
City shall be mandatorily obligated to use any moneys in the Bond Redemption Account for the
redemption prior to maturity of such Term Bonds in such manner and at such times as shall be
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determined by subsequent proceedings of the City. If, by the application of moneys in the Bond
Redemption Account, the City shall purchase or call for redemption in any year Term Bonds in
excess of the Amortization Requirements for such year, such excess of Term Bonds so purchased
or redeemed shall be credited in such manner and at such times as the Chief Financial Officer
shall determine over the remaining payment dates.
No distinction or preference shall exist in the use of the moneys on deposit in the Resort
Tax Fund for payment into the Interest Account, the Principal Account and the Bond
Redemption Account, such accounts being on a parity with each other as to payment from the
Resort Tax Fund.
(3) Resort Tax Revenues shall next be used, to the full extent necessary, for
deposit into the Debt Service Reserve Account on the fifteenth (15th) day of each month in each
year, beginning with the fifteenth (15th) day of the first full calendar month following the date
on which any or all of the Bonds issued hereunder are delivered to the purchaser thereof, such
sums as shall be at least sufficient to pay an amount equal to one-sixtieth (l/60th) of the
difference between the amount on deposit in the Debt Service Reserve Account (including any
Reserve Account Insurance Policy or Reserve Account Letter of Credit) and the applicable
Reserve Account Requirement for the Bonds Outstanding, and, provided, further, that no
payments shall be required to be made into the Debt Service Reserve Account whenever and as
long as the amount deposited therein (including any Reserve Account Insurance Policy or
Reserve Account Letter of Credit) shall be equal to the applicable Reserve Account Requirement
for the Bonds Outstanding.
Notwithstanding the foregoing provisions, in lieu of or in substitute for the required
deposits of Resort Tax Revenues (including existing deposits of Resort Tax Revenues) into the
Debt Service Reserve Account, the City may cause to be deposited into the Debt Service Reserve
Account a Reserve Account Insurance Policy or a Reserve Account Letter of Credit for the
benefit of the holders of the Bonds Outstanding in an amount equal to the difference between the
applicable Reserve Account Requirement for the Bonds Outstanding and the sums then on
deposit in the Debt Service Reserve Account, if any, which Reserve Account Insurance Policy or
Reserve Account Letter of Credit shall be payable or available to be drawn upon, as the case may
be, (upon the giving of notice as required thereunder) on any Interest Payment Date on which a
deficiency exists which cannot be cured by moneys in any other fund or account held pursuant to
this Resolution and available for such purpose. If a disbursement is made under the Reserve
Account Insurance Policy or the Reserve Account Letter of Credit, the City shall be obligated to
either reinstate the maximum limits of such Reserve Account Insurance Policy or Reserve
Account Letter of Credit immediately following such disbursement equal to the applicable
Reserve Account Requirement for the Bonds Outstanding, or to deposit into the Debt Service
Reserve Account from the Resort Tax Revenues, as herein provided, funds in the amount of the
disbursements made under such Reserve Account Insurance Policy or Reserve Account Letter of
Credit, or a combination of such alternatives as shall equal the applicable Reserve Account
Requirement for the Bonds Outstanding.
Moneys in the Debt Service Reserve Account shall be used only for the purpose of
making payments of principal of and interest on the Bonds when the moneys in the Resort Tax
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Fund or any other fund or account held pursuant to this Resolution and available for such
purpose are insufficient therefor.
In the event that any moneys shall be withdrawn from the Debt Service Reserve Account
for payments into the Interest Account, Principal Account and Bond Redemption Account, such
withdrawals shall be subsequently restored in the manner described in the first paragraph of this
clause (3), from the first Resort Tax Revenues or funds available after all required payments
have been made into the Interest Account, Principal Account and Bond Redemption Account,
including any deficiencies for prior payments unless restored by the reinstatement of the
maximum limits of a Reserve Account Insurance Policy or Reserye Account Letter of Credit.
Any moneys in the Debt Service Reserve Account in excess of the applicable Reserve
Account Requirement for the Bonds Outstanding may, in the discretion of the City, be
transferred to and deposited in the Interest Account, the Principal Account or the Bond
Redemption Account as the City at its option may determine.
The Debt Service Reserve Account shall be valued at least once in each Fiscal Year and
the value of securities on deposit therein shall be the lower of par, or if purchased at other than
par, amortized value. Amortized value, when used with respect to securities purchased at a
premium above or a discount below par, shall mean the value at any given date obtained by
dividing the total premium or discount at which such securities were purchased by the number of
interest payment dates remaining to maturity on such securities after such purchase and by
multiplying the amount so calculated by the number of interest payment dates having passed
since the date of purchase; and (i) in the case of securities purchased at a premium, by deducting
the product thus obtained from the purchase price, and (ii) in the case of securities purchased at a
discount, by adding the product thus obtained to the purchase price.
(4) Resort Tax Revenues shall next be used for the payment of any
subordinated obligations hereafter issued by the City in accordance with Section 30a(G) of this
Resolution, which subordinate obligations shall have such lien on the Resort Tax Revenues as
the City shall determine in the proceedings authorizing the issuance of such subordinated
obligations.
(5) Resort Tax Revenues shall next be used to make payments required under
Interest Rate Swap affangements which are not payable from amounts deposited therefor
pursuant to Section 304(DXl).
(6) Thereafter, the balance of any Resort Tax Revenues remaining in said
Resort Tax Fund shall, subject to Section 304(,4.), be used by the City for any lawful pu{poses;
provided, however, that none of such Resort Tax Revenues shall ever be used for the purposes
provided in this paragraph (6) unless all payments required in paragraphs (1) through (5) above,
including any deficiencies for prior payments and any amount due to the issuer of any Reserve
Account Insurance Policy or Reserve Account Letter of Credit, have been made in full to the
date of such use.
Notwithstanding anlthing in Section 304(DX1) and (2) to the contrary, failure to make
the scheduled payments specified therein shall not constitute a breach of the City's obligations
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under this Resolution so long as, on the date that any interest or principal payment is due on the
Bonds, monies sufficient to make such payment are on deposit in the Interest Account, Principal
Account or Bond Redemption Account, as the case may be. If the amounts deposited in any
month pursuant to such sections shall be less than the amounts required, the requirement shall be
cumulative and the amount of the dehciency in any month shall be added to the amount
otherwise required to be deposited in each month thereafter until such time as all such
deficiencies have been made up.
Notwithstanding the foregoing or any other provision herein to the contrary, if any
amount applied to the payment of principal of and premium, if any, and interest on the Bonds
that would have been paid from an account in the Sinking Fund, is paid instead under a Credit
Facility or a Liquidity Facility, amounts deposited in such relevant account may be paid, to the
extent required, to the issuer of the Credit Facility or Liquidity Facility having theretofore made
said corresponding payment.
E. REBATE FUND. There is hereby created and established the "Rebate Fund,"
which fund shall be maintained separate and apart from all other funds and accounts held by the
City. Notwithstanding anything in this Resolution to the contrary, the City shall transfer or cause
to be transferred from Pledged Funds to the Rebate Fund the amounts required to be transferred
in order to comply with the arbitrage rebate covenants contained in a certificate to be executed
and delivered by the City in connection with the issuance of each Series of Tax-Exempt Bonds.
The City shall make or cause to be made payments from the Rebate Fund of amounts required to
be deposited therein to the United States of America in the amounts and at the times required by
such arbitrage rebate covenants. The City covenants for the benefit of the holders of Tax-
Exempt Bonds that it will comply with the requirements of the arbitrage rebate covenants. There
shall be excluded from the pledge and lien of this Resolution the Rebate Fund, together with all
moneys and securities from time to time held therein and all investment earnings derived
therefrom. The City shall not be required to comply with the requirements of this Section 304(E)
in the event that the City obtains an opinion of Bond Counsel that (i) such compliance is not
required in order to maintain the exclusion from gross income for Federal income tax purposes
of interest on Tax-Exempt Bonds and/or (ii) compliance with some other requirement is
necessary to maintain the exclusion from gross income for Federal income tax purposes of
interest on Tax-Exempt Bonds.
F. INVESTMENT OF FUNDS. The Resort Tax Fund, the Sinking Fund, including
the Interest Account, Principal Account, Bond Redemption Account and Debt Service Reserve
Account and the Cost of Issuance Fund and all other special funds (other than the Rebate Fund)
created and established by this Resolution shall constitute trust funds in favor of the Bondholders
and shall be invested at the direction of the City as provided in this Section 304(F).
Moneys on deposit in the Resort Tax Fund, Interest Account, Principal Account, Bond
Redemption Account, Cost of Issuance Fund and Rebate Fund may be invested in Permitted
Investments maturing not later than the dates on which such moneys will be needed for the
purposes of such fund or account.
Moneys on deposit in the Debt Service Reserve Account may be invested in Permitted
Investments maturing not later than the final maturity of any of the Bonds.
010-8126-0777 /2/AMERTCAS
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All income and earnings received from the investment and reinvestment of moneys in the
Interest Account, the Principal Account and the Bond Redemption Account in the Sinking Fund
shall be retained in the respective accounts and applied as a credit against the obligation of the
City to transfer moneys from the Resort Tax Fund to such accounts pursuant to Section
304(DX1) and Section 304(D)(2Xa) and Section 304(DX2Xb) of this Resolution, respectively.
All income and earnings received from the investment and reinvestment of moneys in the
Debt Service Reserve Account in the Sinking Fund shall be retained in the Debt Service Reserve
Account and applied as a credit against the obligation of the City to transfer moneys from the
Resort Tax Fund to such account, unless the amount in such account shall exceed the applicable
Reserve Account Requirement, in which event such excess may be applied in the manner set
forth for excess amounts in the Debt Service Reserve Account, as described in Section
304(D)(3).
All income and earnings received from the investment and reinvestment of moneys in the
Cost of Issuance Fund shall be transferred to the Resort Tax Fund.
All income and earnings received from the investment and reinvestment of moneys in the
Rebate Fund shall be retained therein.
For the purpose of investing or reinvesting, the City may commingle moneys in the funds
and accounts created and established hereunder (other than the Rebate Fund) in order to achieve
greater investment income; provided that the City shall separately account for the amounts so
commingled. The amounts required to be accounted for in each of the funds and accounts
designated herein (other than the Rebate Fund) may be deposited in a single bank account
provided that adequate accounting procedures are maintained to reflect and control the restricted
allocations of the amounts on deposit therein for the various purposes of such funds and accounts
as herein provided. The designation and establishment of funds and accounts in and by this
Resolution (other than the Rebate Fund) shall not be construed to require the establishment of
any completely independent funds and accounts but rather is intended solely to constitute an
allocation of certain revenues and assets for certain purposes and to establish such certain
priorities for application ofcertain revenues and assets as herein provided.
G. ISSUANCE OF OTHER OBLIGATIONS PAYABLE OUT OF RESORT
TAX REVENUES. Except upon the conditions and in the manner provided in this Resolution,
the City will not issue any other obligations payable from the Pledged Funds, nor voluntarily
create or cause to be created any debt, lien, pledge, assignment, encumbrance or any other charge
having priority to or being on a parity with the lien of the Bonds issued pursuant to this
Resolution and the interest thereon, upon any of the Pledged Funds; provided that the City may
enter into agreements with issuers of Credit Facilities and Liquidity Facilities which involve
liens on Resort Tax Revenues on a parity with that of the Series of Bonds or portion thereof
which is supported by such Credit Facilities or Liquidity Facilities and may enter into Interest
Rate Swaps which involve a lien on the Resort Tax Revenues on a parity with the lien of the
Bonds. Any other obligations in addition to the Bonds authorized by this Resolution or
additional parity Bonds issued under the terms, restrictions and conditions contained in this
Resolution, shall provide that such obligations are junior, inferior and subordinate in all respects
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to the Bonds issued pursuant to this Resolution as to lien on and source and security for payment
from the Resort Tax Revenues and in all other respects.
H. ISSUANCE OF ADDITIONAL PARITY BONDS. No additional parity
Bonds, as in this subsection defined, payable on a parity with Bonds issued pursuant to this
Resolution out of Pledged Funds shall be issued after the issuance of any Bonds pursuant to this
Resolution unless the following, among other conditions, are complied with:
(1) The City must be current in all deposits into the various funds and
accounts and all payments theretofore required to have been deposited or made by it under the
provisions of this Resolution and the City must be currently in compliance with the covenants
and provisions of this Resolution and any supplemental resolution hereafter adopted for the
issuance of additional parity Bonds; unless upon the issuance of such additional parity Bonds the
City will be in compliance with all such covenants and provisions.
(2) The amount of the Resort Tax Revenues during the immediately preceding
Fiscal Year or any twelve (12) consecutive months selected by the City of the eighteen (18)
months immediately preceding the issuance of said additional parity Bonds, as certified by an
independent certified public accountant, were at least equal to one hundred fifty percent (150%)
of the Maximum Annual Debt Service on (i) the Bonds originally issued pursuant to this
Resolution and then Outstanding, (ii) any additional parity Bonds theretofore issued and then
Outstanding, and (iii) the additional parity Bonds then proposed to be issued.
(3) The City need not comply with subparagraph (2) above in the issuance of
additional parity Bonds if and to the extent the Bonds to be issued are refunding Bonds, that is,
delivered in lieu of or in substitution for Bonds originally issued under this Resolution or
previously issued additional parrty Bonds, if the City shall cause to be delivered a certificate of
the Chief Financial Officer setting forth (i) the Maximum Annual Debt Service (A) with respect
to the Bonds of all Series Outstanding immediately prior to the date of authentication and
delivery of such refunding Bonds, and (B) with respect to the Bonds of all Series to be
Outstanding immediately thereafter, and (ii) that the Maximum Annual Debt Service set forth
pursuant to (B) above is no greater than that set forth pursuant to (A) above.
Simultaneously with the delivery of any Bonds issued pursuant to subparagraphs (2) and
(3) above for the purpose of refunding any Bonds issued under this Resolution, the City may
withdraw from the Sinking Fund amounts theretofore deposited which are allocable to the Bonds
being refunded and shall transfer said amounts in accordance with the resolution providing for
the issuance of the refunding Bonds, provided that after such withdrawal the City shall be in
compliance with the provisions of this Resolution.
The term "additional parity Bonds" as used in this Resolution shall be deemed to mean
additional obligations evidenced by Bonds issued upon the provisions and within the limitations
of this subsection payable from the Pledged Funds on a parity with Bonds originally authorized
and issued pursuant to this Resolution. Such Bonds shall be deemed to have been issued
pursuant to this Resolution the same as the Bonds originally authorized and issued pursuant to
this Resolution and all of the covenants and other provisions of this Resolution (except as to
details of such Bonds evidencing such additional parity obligations inconsistent therewith), shall
29
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be forthe equal benefit, protection and security of the holders of any Bonds originally authorized
and issued pursuant to this Resolution and the holders of any Bonds evidencing additional
obligations subsequently issued within the limitations of and in compliance with this subsection.
All of such Bonds, regardless of the time or times of their issuance, shall rank equally with
respect to their lien on the Pledged Funds and their sources and security for payment therefrom
without preference of any Bonds over any other.
The term "additional parity Bonds" as used in this Resolution shall not be deemed to
include bonds, notes, certificates or other obligations subsequently issued in accordance with this
Resolution, the lien of which on the Pledged Funds is subject to the prior and superior lien on the
Pledged Funds of Bonds and the City shall not issue any obligations whatsoever payable from
the Pledged Funds, which rank equally as to lien and source and security for their payment from
such Pledged Funds, with Bonds except in the manner and under the conditions provided in
subsection (G) above and this subsection.
I. BOOKS AND RECORDS. The City will keep separately identifiable
accounting records for the receipt of the Pledged Funds by the use of a fund established in
accordance with generally accepted accounting principles, and any holder of a Bond or Bonds
issued pursuant to this Resolution, shall have the right at all reasonable times to inspect all
records, accounts and data of the City relating thereto.
The City shall promptly after the close of each Fiscal Year cause the books, records and
accounts relating to the Pledged Funds for such Fiscal Year to be properly audited by a qualified,
recognized and nationally known independent firm of certified public accountants and shall file
the report of such certified public accountants in the office of the Chief Financial Officer, and
shall mail upon request, and make available generally, said report, or a reasonable summary
thereof, to any holder or holders of Bonds issued pursuant to this Resolution.
Such audited books, records and accounts shall contain the statements required by
generally accepted accounting principles applicable to governmental entities, and a certificate of
such certified public accountants disclosing any breach on the part of the City of any covenant
herein.
J. NO IMPAIRMENT OF CONTRACT. The City has full power and authority to
irrevocably pledge the Pledged Funds to the payment of the principal of and interest on the
Bonds. The pledge of such Pledged Funds, in the manner provided herein, shall not be subject to
repeal, modification or impairment by any subsequent resolution, ordinance or other proceedings
of the City so long as any Bonds are Outstanding hereunder. The City shall take all actions
necessary and pursue such legal remedies which may be available to it either in law or in equity
to prevent or cure any impairment by any entity other than the City within the meaning of this
subsection.
K. REMEDIES. Any Holder of Bonds issued under the provisions of this
Resolution or any trustee acting for such Bondholders in the manner hereinafter provided, may
either at law or in equity, by suit, action, mandamus or other proceedings in any court of
competent jurisdiction, protect and enforce any and all rights under the laws of the State, or
granted and contained in this Resolution, and may enforce and compel the performance of all
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duties required by this Resolution or by any applicable statutes to be performed by the City or by
any officer thereof. Nothing herein, however, shall be construed to grant any Holder of such
Bonds any lien on any property of or within the corporate boundaries of the City, except as
provided herein. No Holder of Bonds, however, shall have any right in any manner whatever to
affect adversely, or prejudice the security of this Resolution or to express any right hereunder
except in the manner herein provided, and all proceedings at law or in equity shall be instituted
and maintained for the benefit of all Holders of Bonds.
The Holder or Holders of Bonds in an aggregate principal amount of more than twenty-
five per centum (25%) of Bonds issued under this Resolution then Outstanding may by a duly
executed certificate in writing appoint a trustee for Holders of Bonds issued pursuant to this
Resolution with authority to represent such Bondholders in any legal proceedings for the
enforcement and protection of the rights of such Bondholders. Such certificate shall be executed
by such Bondholders or their duly authorized attorneys or representatives, and shall be filed in
the office of the Chief Financial Officer.
Notwithstanding anything in this Resolution to the contrary, so long as the issuer of a
Credit Facility or a Liquidity Facility shall not be in default in its payment obligations under such
Credit Facility or a Liquidity Facility, said issuer shall be deemed to be the holder of all Bonds
so secured for all pu{poses of this Section 304(K).
L. ENFORCEMENT OF COLLECTIONS. The City will diligently enforce and
collect the Resort Tax Revenues and will take all steps, actions and proceedings for the
enforcement and collection of such Resort Tax Revenues which shall become delinquent to the
full extent permitted or authorized by applicable laws and regulations. All such Resort Tax
Revenues shall, as collected, be held in trust to be applied as herein provided and not otherwise.
M. DISCHARGE AND SATISFACTION OF BONDS. The covenants, liens and
pledges entered into, created or imposed pursuant to this Resolution may be fully discharged and
satisfied with respect to all or a portion of the Bonds in any one or more of the following ways:
(1) by paying the principal of and interest on such Bonds when the same shall
become due and payable; or
(2) by depositing in the Interest Account, the Principal Account and the Bond
Redemption Account and/or in such other accounts which are irrevocably pledged to the
payment of Bonds as the City may hereafter create and establish by resolution, certain moneys
which together with other moneys lawfully available therefor, if any, shall be sufficient at the
time of such deposit to pay when due the principal, redemption premium, if any, and interest due
and to become due on said Bonds on or prior to the redemption date or maturity date thereof; or
(3) by depositing in the Interest Account, the Principal Account and the Bond
Redemption Account and/or such other accounts which are irrevocably pledged to the payment
of Bonds as the City may hereafter create and establish by resolution, moneys which together
with other moneys lawfully available therefor when invested in such Defeasance Obligations
which shall not be subject to redemption prior to their maturity other than at the option of the
holder thereof, will provide moneys which shall be sufficient to pay when due the principal,
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redemption premium, if any, and interest due and to become due on said Bonds on or prior to the
redemption date or maturity date thereof.
Upon such payment or deposit in the amount and manner provided in this Section
304(M), Bonds shall be deemed to be paid and shall no longer be deemed to be Outstanding for
the purposes of this Resolution and all liability of the City with respect to said Bonds shall cease,
terminate and be completely discharged and extinguished, and the Holders thereof shall be
entitled to payment solely out of the moneys or Defeasance Obligations so deposited; provided
that in the event said Bonds do not mature and are not to be redeemed within the next succeeding
sixty (60) days, the City shall have given the Registrar and Paying Agent irrevocable instructions
to give, as soon as practicable, a notice to the Holders of said Bonds by first-class mail, postage
pre-paid, stating that the deposit of said moneys or Defeasance Obligations has been made with
an appropriate fiduciary institution acting as escrow agent solely for the Holders of said Bond
and other Bonds being defeased, and that said Bonds are deemed to have been paid in
accordance with this Section and stating such maturity or redemption date upon which moneys
are to be available for the payment of the principal of and premium, if any, and interest on said
Bonds.
(4) As to Variable Rate Bonds, whether discharged and satisfied under the
provisions of subsection (1), (2) or (3) above, the amount required for the interest thereon shall
be calculated at the maximum rate permitted by the terms of the provisions which authorized the
issuance of such Variable Rate Bonds; provided however, that if on any date, as a result of such
Variable Rate Bonds having borne interest at less than such maximum rate for any period, the
total amount of moneys and Defeasance Obligations on deposit for the payment of interest on
such Variable Rate Bonds is in excess of the total amount which would have been required to be
deposited on such date in respect of such Variable Rate Bonds in order to fully discharge and
satisfy such Bonds pursuant to the provisions of this Section, the City may use the amount of
such excess free and clear of any trust, lien, security interest, pledge or assignment securing said
Variable Rate Bonds or otherwise existing under this Resolution.
(5) Notwithstanding any of the provisions of this Resolution to the contrary,
Put Bonds and Extendible Maturity Bonds may only be fully discharged and satisfied either
pursuant to subsection (1) above or by depositing in the Interest Account, the Principal Account
and the Bond Redemption Account, or in such other accounts which are irrevocably pledged to
the payment of the Put Bonds as the City may hereafter create and establish by resolution,
moneys which together with moneys lawfully available therefor, if any, shall be sufficient at the
time of such deposit to pay when due the maximum amount of principal of and redemption
premium, if any, and interest on such Put Bonds and Extendible Maturity Bonds which could
become payable to the Holders of such Bonds upon the exercise of any options provided to the
Holders of such Bonds; provided however, that if, at the time a deposit is made pursuant to this
subsection (5), the options originally exercisable by the Holder of a Put Bond or Extendable
Maturity Bond are no longer exercisable, such Bond shall not be considered a Put Bond or
Extendible Maturity Bond for purposes of this subsection (5).
(6) Notwithstanding the foregoing, all references to the discharge and
satisfaction of Bonds shall include the discharge and satisfaction of any Series of Bonds, any
portion of a Series of Bonds, any maturity or maturities of an issue of Bonds, any portion of a
0 10-8126-07 7 7 / 2 IAM ERTCAS
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maturity of a Series of Bonds or any combination thereof, provided that the provisions of this
subsection (6) shall not affect the requirements regarding Put Bonds and Extendible Maturity
Bonds set forth in subsection (5).
In the event that the principal and redemption price, if applicable, and interest due
on the Bonds shall be paid by the issuer of a Credit Facility or Liquidity Facility pursuant to the
terms thereof, the assignment and pledge created hereunder and all covenants, agreements and
other obligations of the City to the Bondholders shall continue to exist and the issuer of such
Credit Facility or Liquidity Facility shall be subrogated to the rights of such Bondholders.
(7) If any portion of the moneys deposited for the payment of the principal of
and redemption premium, if any, and interest on any portion of Bonds is not required for such
purpose, the City may use the amount of such excess free and clear of any trust, lien, security
interest, pledge or assignment securing said Bonds or otherwise existing under this Resolution.
N. CONCERNING THE RESERVE ACCOUNT INSURANCE POLICY, THE
RESERVE ACCOUNT LETTER OF CREDIT, CREDIT FACILITY AND/OR
LIQUIDITY FACILITY. As long as the City shall have a Reserve Account Insurance Policy
and/or a Reserve Account Letter of Credit on deposit in the Debt Service Reserve Account, the
City covenants that it will comply with the provisions of the Reserve Account Insurance Policy
and/or the reimbursement or similar agreement with respect to the Reserve Account Letter of
Credit.
As long as any Series of Bonds of the City are secured by a Credit Facility or Liquidity
Facility, the City covenants to comply with the requirements and conditions imposed on the City
by the issuer of the Credit Facility or Liquidity Facility.
Notwithstanding anything in this Resolution to the contrary, the right of any issuer of a
Credit Facility or Liquidity Facility created under this Resolution shall remain in full force and
effect only so long as the applicable Credit Facility or Liquidity Facility shall remain in effect
and the issuer of such Credit Facility or Liquidity Facility shall not be in default in its payment
obligations to the holders of Bonds secured by such facility.
IEND OF ARTICLE III]
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ARTICLE IV
CONCERNING THE FIDUCIARIES
SECTION 401. PAYING AGENTS; APPOINTMENT AND ACCEPTANCE OF
DUTIES. The City may at any time or from time to time appoint one or more other Paying
Agents having the qualifications set forth in Section 408 of this Resolution for a successor
Paying Agent; provided that nothing herein shall prevent the City from appointing itself as the
Paying Agent hereunder. Each Paying Agent shall signify its acceptance of the duties and
obligations imposed upon it by this Resolution by executing and delivering to the City a written
acceptance thereof. Unless otherwise provided, the designated corporate trust offices of the
Paying Agents are designated as the respective offices or agencies of the City forthe payment of
the interest on and principal or redemption price of the Bonds.
SECTION 402. RESPONSIBILITIES OF FIDUCIARIES. The recitals of facts
herein and in the Bonds contained shall be taken as the statements of the City and no Fiduciary
assumes any responsibility for the correctness of the same. No Fiduciary makes any
representation as to the validity or sufficiency of this Resolution or of any Bonds issued
hereunder or as to the security afforded by this Resolution, and no Fiduciary shall incur any
liability in respect thereof. The Registrar shall, however, be responsible for its representation
contained in its certificate of authentication of the Bonds. No Fiduciary shall be under any
responsibility or duty with respect to the application of any moneys paid by such Fiduciary in
accordance with the provisions of this Resolution to or upon the order of the City or any other
Fiduciary. No Fiduciary shall be under any obligation or duty to perform any act which would
involve it in expense or liability or to institute or defend any suit in respect thereof, or to advance
any of its own moneys, unless properly indemnified. No Fiduciary shall be liable in connection
with the performance of its duties hereunder except for its own negligence, misconduct or
default.
SECTION 403. EVIDENCE ON WHICH FIDUCIARIES MAY ACT.
(a) Each Fiduciary, upon receipt of any notice, resolution, request, consent, order,
certificate, report, opinion, bond, or other paper or document furnished to it pursuant to any
provision of this Resolution, shall examine such instrument to determine whether it conforms to
the requirements of this Resolution and shall be protected in acting upon any such instrument
believed by it to be genuine and to have been signed or presented by the proper party or parties.
Each Fiduciary may reasonably consult with counsel, who may or may not be counsel to the
City, and the opinion of such counsel shall be full and complete authorization and protection in
respect of any action taken or suffered by it under this Resolution in good faith and in
accordance therewith.
(b) Whenever any Fiduciary shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering any action under this Resolution, such matter
(unless other evidence in respect thereof be therein specifically prescribed) may be deemed to be
conclusively proved and established by a certificate of the Mayor or the City Manager and such
certificate shall be full warrant for any action taken or suffered in good faith under the provisions
of this Resolution upon the faith thereof; but in its discretion the Fiduciary may in lieu thereof
0 10-8L26-07 7 1 / 2 /A M E Rl CAs
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accept other evidence of such fact or matter or may require such further or additional evidence as
it may deem reasonable.
(c) Except as otherwise expressly provided in this Resolution, any request, order,
notice or other direction required or permitted to be furnished pursuant to any provision hereof
by the City to any Fiduciary shall be sufficiently executed in the name of the City by the Mayor
or the City Manager.
SECTION 404. COMPENSATION. The City may agree with any Fiduciary to pay to
such Fiduciary from time to time reasonable compensation for all services rendered under this
Resolution, and also all reasonable expenses, charges, counsel fees and other disbursements,
including those of its attorneys, agents and employees, incurred in and about the performance of
their powers and duties under this Resolution. The City may also agree with any Fiduciary to
indemnify any Fiduciary for any and all of its reasonable fees, costs and expenses resulting from
any claim, liability or the like incurred in and about the performance of, its powers and duties
under this Resolution, except for any such fees, costs and expenses incurred as a result of gross
negligence or willful misconduct on the part of such Fiduciary.
SECTION 405. CERTAIN PERMITTED ACTS. Any Fiduciary, individually or
otherwise, may become the owner of any Bonds, with the same rights it would have if it were not
a Fiduciary. To the extent permitted by law, any Fiduciary may act as depositary for, and permit
any of its officers or directors to act as a member of, or in any other capacity with respect to, any
committee formed to protect the rights of Bondholders or to effect or aid in any reorganization
growing out of the enforcement of the Bonds or this Resolution, whether or not any such
committee shall represent the Holders of a majority in principal amount of the Bonds then
Outstanding.
SECTION 406. MERGER OR CONSOLIDATION. Any entity into which any
Fiduciary may be merged or converted or with which it may be consolidated or any entity
resulting from any merger, conversion or consolidation to which it shall be a party or any entity
to which any Fiduciary may sell or transfer all or substantially all of its corporate trust business,
provided such entity shall be a bank or trust company organized under the laws of any state of
the United States or a national banking association or shall be a successor entity to the City, if
the City is acting as f,rduciary hereunder; and shall be authorized by law to perform all duties
imposed upon it by this Resolution, shall be the successor to such Fiduciary without the
execution or filing of any paper or the performance of any further act.
SECTION 407. ADOPTION OF AUTHENTICATION. In case any of the Bonds
contemplated to be issued under this Resolution shall have been authenticated but not delivered,
any successor Registrar may adopt the certihcate of authentication of any predecessor Registrar
so authenticating such Bonds and deliver such Bonds so authenticated; and in case any of the
said Bonds shall not have been authenticated, any successor Registrar may authenticate such
Bonds in the name of the predecessor Registrar, or in the name of the successor Registrar, and in
all such cases such certificate shall be fully effective.
SECTION 408. RESIGNATION OR REMOVAL OF PAYING AGENT AND
APPOINTMENT OF SUCCESSOR. Any Paying Agent may at any time resign and be
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discharged of the duties and obligations created by this Resolution by giving at least 60 days'
written notice to the issuer of a Credit Facility or Liquidity Facility, the City, and the other
Paying Agents. Any Paying Agent may be removed at any time by an instrument filed with such
Paying Agent and the issuer of each Credit Facility or Liquidity Facility and signed by the Mayor
or the City Manager. Any successor Paying Agent shall be appointed by the City and shall be, if
other than the City or its successor entity, a bank or trust company organized under the laws of
any state of the United States or a national banking association, willing and able to accept the
office on reasonable and customary terms and authorized by law to perform all the duties
imposed upon it by this Resolution. The City shall notify the issuer of each Credit Facility or
Liquidity Facility of the appointment of any successor Paying Agent. In the event of the
resignation or removal of any Paying Agent, such Paying Agent shall pay over, assign and
deliver any moneys held by it as Paying Agent to its successor.
SECTION 409. REGISTRAR. The Registrar for any Series of Bonds (other than the
Series 2015 Bonds) shall be appointed by subsequent proceedings of the City. Any Registrar
may at any time resign and be discharged of the duties and obligations created by this Resolution
by giving at least 60 days' written notice to the issuer of each Credit Facility or Liquidity Facility
and the City. The Registrar may be removed at any time by an instrument filed with such
Registrar and the issuer of each Credit Facility or Liquidity Facility and signed by the Mayor,
City Manager or his designee, provided that a successor Registrar has been appointed by the
City. The resignation or removal of the Paying Agent as Registrar pursuant to this Section 409
shall not simultaneously constitute a resignation or removal of the Paying Agent. Any Paying
Agent acting as Registrar, however, who resigns or is removed as Paying Agent pursuant to
Section 408 of this Resolution shall automatically cease to be Registrar, and the City may, at its
option, appoint a successor Registrar other than the successor Paying Agent.
SECTION 410. VACANCY. If at any time hereafter any Fiduciary shall resign, be
removed, be dissolved, or otherwise become incapable of acting, or if the bank or trust company
acting as any Fiduciary shall be taken over by any governmental official, agency, department or
board, the position of Fiduciary shall thereupon become vacant. If the position of such Fiduciary
shall become vacant for any of the foregoing reasons or for any other reasons, the City shall
appoint a successor Fiduciary,
If no appointment of a successor Fiduciary shall be made pursuant to the foregoing
provisions of this Section, the Holder of any Bond Outstanding hereunder or any retiring
Fiduciary may apply to any court of competent jurisdiction to appoint a successor Fiduciary.
Such court may thereupon, after such notice, if any, as such court may deem proper and
prescribe, appoint a successor Fiduciary.
Any Fiduciary hereafter appointed, if not the City or its successor entity, shall be a bank
or trust company authorized by law to exercise corporate trust powers in the State and subject to
examination by federal or state authority, of good standing and having at the time of its
appointment a combined capital and surplus aggregate not less than Fifty Million Dollars
($50,oo0,ooo).
IEND OF ARTICLE IV]
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ARTICLE V
EXECUTION OF INSTRUMENTS BY BONDHOLDERS
AND PROOF OF OWNERSHIP OF BONDS
SECTION 501. PROOF OF EXECUTION OF DOCUMENTS AND
OWNERSHIP.
(a) Any request, direction, consent or other instrument in writing required by this
Resolution to be signed or executed by Bondholders may be in any number of concurrent
instruments of similar tenor and may be signed or executed by such Bondholders in person or by
their attorneys or legal representatives appointed by an instrument in writing. Proof of the
execution of any such instrument and of the ownership of Bonds shall be sufficient for any
purpose of this Resolution and shall be conclusive in favor of the Fiduciary with regard to any
action taken by it under such instrument if made in the following manner:
(1) The fact and date of the execution by any person of any such instrument
may be proved by the verification of any officer in any jurisdiction who, by the laws
thereof, has power to take affidavits within such jurisdiction, to the effect that such
instrument was subscribed and sworn to before him, or by an affidavit of a witness to
such execution. Where such execution is on behalf of a person other than an individual,
such verification shall also constitute sufficient approval of the authority of the signor
thereof.
(2) The ownership of Bonds shall be proved by the registration books required
to be maintained pursuant to the provisions of this Resolution.
Nothing contained in this Article shall be construed as limiting the Fiduciary to such
proof, it being intended that the Fiduciary may accept any other evidence of the matters herein
stated which it may deem sufficient.
(b) If the City shall solicit from the Holders any request, direction, consent or other
instrument in writing required or permitted by this Resolution to be signed or executed by the
Holders, the City may, at its option, fix in advance a record date for determination of Holders
entitled to give each request, direction, consent or other instrument, but the City shall have no
obligation to do so. If such a record date is fixed, such request, direction, consent or other
instrument may be given before or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of Bonds have authorized or agreed or
consented to such request, direction, consent or other instrument, and for that purpose the Bonds
shall be computed as of such record date.
(c) Any request or consent of the Holder of any Bond shall bind every future Holder
of the same Bond in respect of anything done by the Fiduciary in pursuance of such request or
consent.
IEND OF ARTICLE V]
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ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 601. MODIFICATION OR AMENDMENT. Except as otherwise
provided in the second paragraph hereof, no adverse material modification or amendment of this
Resolution, or of any resolution amendatory hereof or supplemental hereto, may be made
without the consent in writing of (i) the Holders of more than fifty (50%) per centum in
aggregate principal amount of the Bonds then Outstanding or (ii) in case less than all of the
several Series of Bonds then Outstanding are affected by the modification or amendment, the
Holders of more than fifty (50%) per centum in aggregate principal amount of the Bonds of each
Series so affected and Outstanding at the time such consent is given; provided, however, that no
modification or amendment shall permit a change in the maturity or principal amount of such
Bonds or a reduction in the rate of interest thereon, or affecting the promise of the City to pay the
principal of and interest on the Bonds, as the same mature or become due, from the Pledged
Funds, or reduce the percentage of Holders of Bonds required above for such modification or
amendment, without the consent of the Holders of all the Bonds.
For the purposes of this Section 601, to the extent any Series of Bonds is secured by a
Credit Facility or Liquidity Facility, then the consent of the issuer of the Credit Facility or
Liquidity Facility shall constitute the consent of the Holders of such Series.
This Resolution may be amended, changed, modified and altered without the consent of
the Holders of Bonds or any Credit Facility or Liquidity Facility:
(a) to cure any ambiguity or formal defect or omission in this Resolution or in
any supplemental resolutions or to correct or supplement any provision contained herein
which may be defective or inconsistent with any other provisions contained herein; or
(b) to grant to or confer upon the Bondholders any additional rights, remedies,
powers, authority or security that may lawfully be granted to or conferred upon the
Bondholders; or
(c) to add to the conditions, limitations and restrictions on the issuance of
Bonds under the provisions of this Resolution, other conditions, limitations and
restrictions thereafter to be observed; or
(d) to add to the covenants and agreements of the City in this Resolution other
covenants and agreements thereafter to be observed by the City or to surrender any right
or power herein reserved to or conferred upon the City; or
(e) to permit the issuance of Bonds, the interest on which is intended to be
excludible from gross income for Federal income tax purposes under the Code to the
Holders thereof in coupon form, if as a condition precedent to the adoption of such
supplemental resolution, there shall be delivered to the City an opinion of counsel of
recognized standing relating to municipal bonds to the effect that the issuance of Bonds
in coupon form is then permitted by law and that the issuance of such Bonds in coupon
form would not cause interest on such Bonds to be included in gross income for Federal
income tax purposes under the Code to the Holders thereof; or
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(0 to qualify the Bonds or any of the Bonds for registration under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended;
or
(g) to qualify this Resolution as an "indenture" under the Trust Indenture Act
of 1939, as amended; or
(h) to make such changes as may be necessary to adjust the terms hereof so as
to facilitate the issuance of Variable Rate Bonds, Capital Appreciation Bonds, Capital
Appreciation and Income Bonds, Put Bonds, Extendible Maturity Bonds, Balloon Bonds,
Interim Bonds and such other Bonds as may be marketable from time to time; or
(i) to make such changes as may be necessary to comply with the provisions
of the Code relating to the exclusion of interest on Tax-Exempt Bonds from gross income
thereunder; or
0) to comply with the requirements of issuers of Credit Facilities, Liquidity
Facilities, Reserve Account Insurance Policies or Reserve Account Letters of Credit or
Counterparties.
The City shall cause a notice of a proposed supplemental resolution requiring the consent
of Bondholders to be mailed, postage prepaid, to all Holders of Bonds then Outstanding at their
addresses as they appear on the registration books. Such notice shall briefly set forth the nature
of the proposed supplemental resolution and shall state that a copy thereof is on file at the City
for inspection by all Bondholders. The City shall not, however, be subject to any liability to any
Bondholder by reason of its failure to mail the notice required by this Section, and any such
failure shall not affect the validity of such supplemental resolution when consented to or
approved as provided in this Section.
Whenever, at any time after the date of the mailing of such notice, the City shall deliver
to the City Clerk an instrument or instruments purporting to be executed by the Holders of at
least a majority in aggregate principal amount of the Bonds then Outstanding, which instrument
or instruments shall refer to the proposed supplemental resolutions described in such notice and
shall specifically consent to and approve the adoption thereof, and the City shall deliver to the
City Clerk a certificate signed by the Mayor that the Holders of such required percentage of
Bonds have filed such consents, the City may adopt such supplemental resolutions in
substantially such form without liability or responsibility to any Holder of any Bond, whether or
not such Holder shall have consented thereto. It shall not be necessary for the consent of the
Holders to approve the particular form of any proposed supplemental resolution, but it shall be
sufficient if such consent shall approve the substance thereof.
If the Holders of more than fifty per centum (50%) in aggregate principal amount of the
Bonds of each Series as affected and Outstanding at the time of the execution of such
supplemental resolution shall have consented to and approved the adoption thereof as herein
provided, no Holder shall have any right to object to the adoption of such supplemental
resolution, or to object to any of the terms and provisions therein contained, or the operation
thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or
0ro-8t26-077 7 I 2 IAMERICAS
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restrain the City from adopting the same or from taking any action pursuant to the provisions
thereof.
The consent of the Holders of any additional Series of Bonds to be issued hereunder shall
be deemed given if the underuriters or initial purchasers for resale consent in writing to such
supplemental resolution and the nature of the amendment effected by such supplemental
resolution is disclosed in the official statement or other offering document pursuant to which
such additional Series of Bonds is offered and sold to the public.
SECTION 602. SEVERABILITY OF INVALID PROVISIONS. If any one or more
of the covenants, agreements or provisions of this Resolution should be held contrary to any
express provision of law or contrary to the policy of express law, though not expressly
prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such
covenants, agreements or provisions shall be null and void and shall be deemed separate from the
remaining covenants, agreements or provisions, and shall in no way affect the validity of any of
the other provisions of this Resolution or of the Bonds issued hereunder.
SECTION 603. CAPITAL APPRECIATION BONDS; CAPITAL APPRECIATION
AND INCOME BONDS.
(a) For the purposes of (i) receiving payment of the redemption price if a Capital
Appreciation Bond is redeemed prior to maturity, or (ii) computing the amount of Bonds held by
the registered owner of a Capital Appreciation Bond in giving to the City any notice, consent,
request or demand pursuant to this Resolution for any purpose whatsoever, the principal amount
of a Capital Appreciation Bond shall be deemed to be its Accreted Value.
(b) For the purpose of (i) receiving payment of the redemption price if a Capital
Appreciation and Income Bond is redeemed prior to maturity, or (ii) computing the amount of
Bonds held by the registered owner of a Capital Appreciation and Income Bond in giving to the
City any notice, consent, request or demand pursuant to this Resolution for any purpose
whatsoever, the principal amount of a Capital Appreciation and Income Bond shall be deemed to
be its Appreciated Value.
SECTION 604. UNCLAIMED MONEY. Notwithstanding any provisions of this
Resolution, any money held by the Paying Agent for the payment of the principal or redemption
price of, or interest on, any Bonds and remaining unclaimed for five (5) years after the principal
of all of the Bonds has become due and payable (whether at maturity or upon call for
redemption), if such money were so held at such date, or five (5) years after the date of deposit
of such money if deposited after such date when all of the Bonds became due and payable, shall
be repaid to the City free from the provisions of this Resolution, and all liability of the Paying
Agent with respect to such money shall thereupon cease.
SECTION 605. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND
HOLIDAYS. In any case where the date of maturity of interest on or principal of the Bonds or
the date fixed for redemption of any Bonds shall be a Saturday, Sunday or a day on which any
Paying Agent is required, or authorized or not prohibited, by law (including executive orders) to
close and is closed, then payment of such interest or principal and any redemption premium need
0L0-8126-07 7 7 / 2 / AM E R r CAS
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not be paid by the Paying Agent on such date but may be paid on the next succeeding business
day on which the Paying Agent is open for business with the same force and effect as if paid on
the date of maturity or the date fixed for redemption, and no interest shall accrue for the period
after such date of maturity or redemption.
SECTION 606. CONTROLLING LAW; MEMBERS OF GOVERNING BODY
OF CITY NOT LIABLE. The provisions of this Resolution shall be govemed by, and
interpreted in accordance with, the laws of the State. All covenants, stipulations, obligations and
agreements of the City contained in this Resolution shall be deemed to be covenants,
stipulations, obligations and agreements of the City to the full extent authorized by the Act and
provided by the Constitution and laws of the State. No covenant, stipulation, obligation or
agreement contained herein shall be deemed to be a covenant, stipulation, obligation or
agreement of any present or future member, agent or employee of the Commission in his or her
individual capacity, and neither the members of the Commission nor any official executing the
Bonds shall be liable personally on the Bonds or this Resolution or shall be subject to any
personal liability or accountability by reason of the issuance or the execution by the Commission
or such members thereof.
SECTION 607. FURTHER AUTHORIZATIONS. The officers and agents of the
City are hereby authorized and directed, collectively or individually, to take all action and steps
and to execute all instruments, documents and contracts on behalf of the City, that are necessary
or desirable in connection with the execution and delivery of the Bonds, and which are not
inconsistent with the terms and provisions of this Resolution.
SECTION 608. HEADINGS FOR CONVENIENCE ONLY. Any headings
preceding the texts of the several articles and sections hereof shall be solely for convenience of
reference and shall not constitute a part of this Resolution, nor shall they affect its meaning,
construction or effect.
SECTION 609. TIME OF TAKING EFFECT. This Resolution shall take effect
immediately upon its adoption.
PASSED and ADOPTED this day of ,2015.
Mayor
(sEAL)
Attest:
ffi'ffiffi.
]FOREXECT'IPN
City Clerk
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EXHIBIT A
SERIES 2015 PROJECT
Renovation and expansion of the Miami Beach Convention Center to modernize and
upgrade the Convention Center facility and areas in the vicinity of the Convention Center,
including but not limited to creation of a new public park and related facilities, restoration of the
Carl Fisher Clubhouse and Collins Canal seawall, and streetscape, landscape and other
infrastructure improvements.
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No. R-
Interest
Rate
%
REGISTERED OWNER:
PRINCIPAL AMOUNT:
EXHIBIT B
FORM OF BOND
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF MIAMI BEACH, FLORIDA
RESORT TAX REVENUE BOND,
SERIES
Maturity
Date
Date of Original
Issuance CUSIP
,20- ,20-
Dollars
KNOW ALL MEN BY THESE PRESENTS that the City of Miami Beach, Florida (the
"City"), a municipal corporation duly organized and existing under the Constitution and laws of
the State of Florida, for value received, hereby promises to pay to the registered owner specified
above, or registered assigns, on the date specified above, but solely from the sources hereinafter
mentioned, upon presentation and surrender hereof at the designated corporate trust office of
, as paying agent (said and/or any bank or trust company to
become successor paying agent being herein called the "Paying Agent"), the principal sum
specified above with interest thereon at the rate per annum specified above, payable on the first
of each year, commencing onday of and
. Principal of this Bond is payable at the designated office of the Paying
Agent. Interest on this Bond is payable by check or draft of the Paying Agent made payable to
the registered owner as its name and address shall appear on the registry books of
as Registrar (said and any successor Registrar being
herein called the "Registrar") at the close of business on the fifteenth day of the calendar month
preceding each interest payment date or the date on which the principal of this Bond is to be paid
(the "Regular Record Date"); provided, however, that (i) if ownership of the Bonds is maintained
in a book-entry only system by a securities depository, such payment may be made by automatic
funds transfer (wire) to such securities depository or its nominee or (ii) if such Bonds are not
maintained in a book-entry only system by a securities depository, upon written request of the
Holder of $1,000,000 or more in principal amount of Bonds, such payments may be made by
wire transfer to the bank and bank account specified in writing by such Holder (such bank being
a bank within the continental United States), if such Holder has advanced to the Paying Agent
the amount necessary to pay the cost of such wire transfer or authorized the Paying Agent to
ot0-8726-07 7 7 / 2 I AM E R r CAS
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deduct the cost of such wire transfer from the payment due such Holder. Any interest not
punctually paid on a Regular Record Date shall forthwith cease to be payable to the registered
owner on such Regular Record Date and may be paid at the close of business on a special record
date for the payment of such defaulted interest to be fixed by the Paying Agent, notice whereof
shall be given not less than 10 days prior to such special record date to such registered owner.
Such interest shall be payable from the most recent interest payment date next preceding the date
of authentication to which interest has been paid, unless the date of authentication is an
lor 1 to which interest has been paid, in which case from
the date of authentication, or unless the date of authentication is prior to
20_, in which case from , 20_, or unless the date of authentication is
between a Regular Record Date and the next succeeding interest payment date, in which case
from such interest payment date. All such payments shall be made in such coin or currency of
the United States of America as at the time of payment is legal tender for payment of public and
private debts.
This Bond is one of an authorized issue of Bonds of the City designated as its "Resort
Tax Revenue Bonds, Series _" (herein called the "Series _ Bonds"), in the aggregate
principal amount of Dollars ($ ) of like date,
tenor, and effect, except as to number, date of maturity and interest rate, issued for the purpose of
) under the authority of and in
full compliance with the Constitution and Statutes of the State of Florida, including particularly
Chapter 67-930, Laws of Florida, as amended, Chapter 166, Florida Statutes, as amended from
time to time, and other applicable provisions of law, and a resolution duly adopted by the Mayor
and City Commission of the City on , 2015 (hereinafter referred to as the
"Resolution") and is subject to all the terms and conditions of the Resolution.
This Bond is payable from and secured by a lien on and pledge of the Resort Tax levied
by the City within its corporate limits and other moneys held in certain funds and accounts
established under the Resolution (collectively, the "Pledged Funds"), all in the manner provided
in the Resolution. The City is not obligated to pay this Bond or the interest hereon except from
the Pledged Funds pledged thereto, and the full faith and credit of the City are not pledged for
the payment of this Bond and this Bond does not constitute an indebtedness of the City within
the meaning of any constitutional, statutory or other provision or limitation; and it is expressly
agreed by the Holder of this Bond that such Holder shall never have the right to require or
compel the exercise of the ad valorem taxing power of the City, or taxation in any form of any
real or personal property therein, for the payment of the principal of and interest on this Bond or
the making of any other Sinking Fund and other payments provided for in the Resolution.
It is further agreed between the City and the Holder of this Bond that this Bond and the
obligation evidenced hereby shall not constitute a lien upon property of or in the City, but shall
constitute a lien only on the Pledged Funds, all in the manner provided in the Resolution.
[Redemption Provisions]
Additional parity bonds may be issued by the City from time to time upon the conditions
and within the limitations and in the manner provided in the Resolution.
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The original registered owner, and each successive registered owner of this Bond, shall
be conclusively deemed to have agreed and consented to the following terms and conditions:
1. The Registrar shall keep books for the registration of Bonds and for the
registration of transfers of Bonds as provided in the Resolution. The Bonds shall be transferable
by the registered owner thereof in person or by his attorney duly authorized in writing only upon
the books of the City kept by the Registrar and only upon surrender hereof together with a
written instrument of transfer satisfactory to the Registrar duly executed by the registered owner
or his duly authorized attorney. Upon the transfer of any such Bond, the City shall issue in the
name of the transferee a new Bond or Bonds of the same series, interest rate and maturity of any
other authorized denominations.
2. The City, the Paying Agent and the Registrar may deem and treat the person in
whose name any Bond shall be registered upon the books kept by the Registrar as the absolute
owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving
payment of, or on account of, the principal of and interest on such Bond as the same becomes
due, and for all other purposes. All such payments so made to any such registered owner or upon
his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the
extent of the sum or sums so paid, and neither the City, the Paying Agent, nor the Registrar shall
be affected by any notice to the contrary.
3. At the option of the registered owner thereof and upon surrender hereof at the
principal corporate trust office of the Registrar with a written instrument of transfer satisfactory
to the Registrar duly executed by the registered owner or his duly authorized attorney and upon
payment by such registered owner of any charges which the Registrar or the City may make as
provided in the Resolution, the Bonds may be exchanged for Bonds of the same series, interest
rate and maturity of any other authorized denominations.
4. In all cases in which the privilege of exchanging Bonds or transferring Bonds is
exercised, the City shall execute and the Registrar shall authenticate and deliver Bonds in
accordance with the provisions of the Resolution. There shall be no charge for any such
exchange or transfer of Bonds, but the City or the Registrar may require payment of a sum
sufficient to pay any tax, fee or other governmental charge required to be paid with respect to
such exchange or transfer. Neither the City nor the Registrar shall be required (a) to transfer or
exchange Bonds for a period of 15 days next preceding an interest payment date on such Bonds
or next preceding any selection of Bonds to be redeemed or thereafter until after the mailing of
any notice of redemption; or (b) to transfer or exchange any Bonds called for redemption.
It is hereby certified and recited that all acts, conditions and things required to exist, to
happen, and to be performed, precedent to and in the issuance of this Bond exist, have happened
and have been performed in regular and due form and time as required by the Laws and
Constitution of the State of Florida applicable thereto, and that the issuance of this Bond, and of
the issue of Bonds of which this Bond is one, is in full compliance with all constitutional,
statutory or charter limitations or provisions.
o L0 -8L2 6 -O7 7 7 / 2 / AM E R I CAS
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IN WITNESS WHEREOF, the City of Miami Beach, Florida has caused this Bond to be
signed by the Mayor, either manually or with his facsimile signature, and the seal of the City of
Miami Beach, Florida or a facsimile thereof to be affixed hereto or imprinted or reproduced
hereon, and attested by the City Clerk, either manually or with his facsimile signature.
CITY OF MIAMI BEACH, FLORIDA
Mayor
(sEAL)
Attest:
City Clerk
oto -8 126 -O7 7 7 / 2 lA M E Rr CAS
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FORM OF CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds delivered pursuant to the within mentioned Resolution.
as Registrar
By:
Authorized Signatory
Date of Authentication:
B-5
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IFORM OF ABBREVTATTONS FOR BONDS]
The following abbreviations, when used in the inscription on the face of the within Bond,
shall be construed as though they were written out in full according to applicable laws or
regulations.
TEN COM as tenants in common
TEN ENT as tenants by the entireties
JT TEN as joint tenants with the right of survivorship and not as tenants in common
UNIFORM GIFT MIN ACT Custodian for
(Cust)
under Uniform Gifts to Minors
(Minor)
Act
(State)
Additional abbreviations may also be used
though not in the above list.
IFORM OF ASSIGNMENT FOR BONDS]
For value received, the undersigned hereby sells, assigns and transfers unto.
the within Bond, and all rights thereunder, and hereby irrevocably constitutes
and appoints , attorney to transfer the said Bond on the bond register, with
full power of substitution in the premises.
Dated:
Please insert Social Security or other
identifying number of transferee:
Signature guaranteed:
NOTICE: The transferor's signature to this Assignment must correspond with the name
as it appears on the face of the within Bond in every particular without
alteration or any change whatever.
0L0 -8L26-O7 7 7 / 2 lA M E RI CAS
B-6
663
SEB DRAFT - O9/21l15
PREt,tNIINARYOF'F'ICIAL STA'[E}IENT DA'I'ED NOVENTBER .20I5
NEW ISSUE - Book-Entry-Only Ratings: 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 ofcertain representations, interest on the
Series 2015 Bonds is excludedfrom gross incomeforfederal income tax purposes and is not an item of
tax preferencefor purposes of thefederal alternative minimum tar imposed on individuals and corporations
and (ii) the Series 20I 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. Interest on the Series 2015 Bonds
may be subject 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 discussion of the tax aspects
relating to the Series 2015 Bonds, see the discussion under the heading "TAX MATTERS" herein.
---,
-.
I--$200,000,000*
CITY OF MIAMI BEACH, FLORIDA
RESORT TAX REVENUE BONDS
SERIES 2015
Dated: Date of Delivery Due: [December 1,] as shown on inside cover page
The City of Miami Beach, Florida Resort Tax 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 integral 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 [June 1,2016 and
semiannually on each December I and June ll thereafter. U.S. Bank National Association, Jacksonville,
Florida, will serve as the initial bond registrar and payrng agent (the "Paying Agent") 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 Payng Agent to DTC.
The Series 20 I 5 Bonds are being issued for the purpose of providing funds to (i) finance a portion
of the costs of acquiring and constructing renovations to the Convention Center and related improvements
which constitute a portion of the Series 2015 Project (as such terms are hereinafter defined); (ii) fund a
deposit to the Reserve Account, if necessary, including the cost of any Reserve Account lnsurance Policy
or Reserve Account Letter of Credit determined by the City to be advisable (as such terms are hereinafter
defined); and (iii) pay the costs of issuing the Series 2015 Bonds, including the premium for a municipal
bond insurance policy, if any. See "PURPOSE OF THE ISSUE" herein.
The Series 2015 Bonds are payable from and secured by a pledge of and first lien on the Pledged
Funds derived by the City from (i) Resort Tax Revenues; and (ii) all moneys, securities and instruments
held in the funds and accounts created under the Bond Resolution, except the Rebate Fund (as such terms
are hereinafter defined), on a parity with any additional Bonds that may be issued under the Bond
Resolution. See "SECURITY AND SOURCES OF PAYMENT" herein.
664
The Series 2015 Bonds are subject to optional and mandatory sinking fund redemption prior to
maturity as described herein.
THE CITY IS OBLIGATED TO PAY THE PRINCIPAL OF AND INTEREST ON THE SERIES
2OI5 BONDS SOLELY FROM THE PLEDGED FUNDS. THE SERIES 2OI5 BONDS SHALL NOT
CONSTITUTE AN INDEBTEDNESS OF THE CITY, MIAMI-DADE COUNTY, FLORIDA, THE
STATE OF FLORIDA ORANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF
ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION AND THE FAITH AND
CREDIT OF THE CITY, MIAMI-DADE COUNTY, FLORIDA, THE STATE OF FLORIDA OR ANY
POLITICAL SUBDIVISION THEREOF IS NOT PLEDGED TO THE PAYMENT OF THE PRINCIPAL
OF OR INTEREST ON THE SERIES 2015 BONDS. ISSUANCE OF THE SERIES 2OI5 BONDS
SHALL NOT DIRECTLY, INDIRECTLY OR CONTINGENTLY OBLIGATE THE CITY, MIAMI-DADE
COUNTY, FLORIDA, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF
TO LEVY OR TO PLEDGE ANY TAXES WHATEVER THEREFOR, OR TO MAKE ANY
APPROPRTATION FOR THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES
2OI5 BONDS, EXCEPT AS PROVIDED IN THE BOND RESOLUTION.
The City may elect to purchase a municipal bond insurance policy to be delivered by a
municipal bond insurance provider concurrently with the delivery of the Series 2015 Bonds to
guarantee timely payment of the principal of and interest on the Series 2015 Bonds, or one or more
maturities of the Series 2015 Bonds, and may elect to satisfy any Reserve Account Deposit
Requirement upon issuance of the Series 2015 Bonds with a Reserve Account Insurance Policy or
Reserve Account Letter of Credit.
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 Seies 2015 Bonds are offered when, as and if issued by the City, subject to the opinion on
certain legal matters relating to their issuance of Squire Patton Boggs (US) LLP, Miami, Florida, Bond
Counsel. Certain legal matters will be passed upon for the City by Raul J. Aguila, Esquire, Miami Beach,
Floridq, 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. Moskowitz, Mandell,
Salim & Simowitz, P.A., Fort Lauderdale, Florida, is serving as Counsel to the Underwiters and RBC
Capital Markets, LLC, St. Petersburg, Florida, is serving 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 availablefor
delivery through DTC in Nan York, New York on or about December , 2015.
BofA Merrill Lynch
Citigroup Morgan Stanley Siebert Brandford Shank & Co., L.L.C.
Dated: November ,2015
* Preliminary, subject to change.
665
llecl herring. 'l-his Preliminun'O/licial ,Stotentent und the infitnnntion L'orttctined herein ttre subjecl to
rtmentltnerrt nncl c'ontpletion w'ithout noti('e. I'he Series 2015 tsonds tno-t' tlot be soltl ontl o.ffbr,s to btn' tnttl'
not be ac.'epte(l prior to the time the O//it'iol Stutement is' cleliveretl in finol /orm. Llnder no cirt'Lrmstances
shull thi.s Preliminory Ol/icial Stotement con.ttitute un o.fJbr to sell or the solicitation of'an ollbr to bu.1;, nor
shull there be trry sale of'the Series 2015 Bonds in an1-.jurisdic'tion in rvhich such olfer, solicitation or sale
yt'ould be unlcnt'ful prlor to registrcttion or tTuali/ication uncler the securities lav,s of ctnv such .jttrisdiction.
666
MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATE S,
PRICES, YIELDS AND INITIAL CUSIP NUMBERS*t
$ Series 2015 Serial Bonds
Due
(OecemUer-t)
2016
2017
2018
20t9
2020
2021
2022
2023
2024
202s
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
Principal
Amount
Interest
Rate Price Yield
%
Initial
CUSIP Number
%
667
$_ _% Series 2015 Term Bonds Due Decemb er l, 20-- Price: _ I Yield: _o/o
Initial CUSIP Number:
* Preliminary, subject to change.
t Neither the City nor the Underwriters is responsible for the use of CUSIP Numbers, nor is any representation
made as to their correctness. The CUSP Numbers are included solely for the convenience of the readers of this
Official Statement.
668
CITY OF MIAMI BEACH, FLORIDA
MAYOR
Philip Levine *
VICE MAYOR
Edward L. Tobin *
CITY COMMISSION
Michael Grieco, Commissioner
Joy Malakoff, Commissioner
Micky Steinberg, Commissioner
Deede Weithom, Commissioner *
Jonah Wolfson, Commissioner *
ADMINISTRATION
City Manager
Jimmy L. Morales, Esquire
Interim Chief Financial Offtcer
John Woodruff
Financial Advisor
RBC Capital Markets, LLC
St. Petersburg, Florida
City Attorney
Raul J. Aguila, Esquire
City Clerk
Rafael E. Granado, Esquire
Assistant City Manager
Kathie G. Brooks
CONSULTANTS
Bond Counsel Disclosure Counsel
Squire Patton Boggs (US) LLP Law Offices of Steve E. Bullock, P.A.
Miami, Florida Miami, Florida
Independent Auditors
Crowe Horwath LLP
Fort Lauderdale, Florida
* The Mayor is running against a single opponent in the general election of the City to be held on November 3,
2015. In addition, a new commissioner will be elected in such general election for the City Commission seat for
Districts IV, V and VI or, if required because a candidate did not receive more than fifty percent (50%) of the
votes cast in the general election, in a run-offelection. If required, the run-offelection will be held on November
l7 , 2015 . The results of the election are expected to be certified by the current Mayor and City Commission in
a meeting to be held sometime after the general election or, if a run-offelection is held, after the run-offelection.
The current Mayor and City Commission are expected to serve until newly elected members have been seated.
669
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 reviqued 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, Iimit or describe the scope or intent, or affect the meaning
or construction, of any provisions or sections in this Official Statement. The offering of the Series 2015
Bonds is made only by means of this entire Official Statement.
References to website addresses presented in this Official Statement are for informational purposes
only and may be in the form of a hyperlink solely for the reader's convenience. Unless specified
otherwise, such websites and the information or links contained therein are not incorporated into, and are
not part ol this Official Statement.
Certain statements included or incorporated by reference in this Official Statement constitute
"forward-looking statements." Such statements generally are identifiable by the terminology used, such
as "plan," "expect," "estimate," "project," "forecast," "budget" or other similar words. The achievement
of certain results or other expectations contained in such forwardlooking 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 2OI5 BONDS HAVE NOTBEENREGISTERED UNDERTHE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, NOR HAS THE BOND RESOLUTION
BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE
UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE EXEMPTION OF THE SERIES 2OI5
BONDS FROM REGISTRATION OR QUALIFICATION IN CERTAIN STATES CANNOT BE
670
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 AGENCY WILL HAVE PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
OFFICIAL STATEMENT OR APPROVED OR RECOMMENDED THE SERIES 2OI5 BONDS FOR
SALE. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR
EFFECT TRANSACTIONS WHICH STABILZE OR MAINTAIN THE MARKET PRICE OF THE
SERIES 2OI5 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET, AND SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME. THE UNDERWRITERS MAY OFFER AND SELL THE SERIES 2OI5 BONDS TO CERTAIN
DEALERS AND OTHERS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED
ON THE INSIDE COVER PAGE OF THIS OFFICIAL STATEMENT, AND SUCH PUBLIC OFFERING
PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITERS.
THIS OFFICIAL STATEMENT SHALL NOT CONSTITUTE A CONTRACT BETWEEN THE
CITY OR THE UNDERWRITERS AND ANY ONE OR MORE HOLDERS OF THE SERIES 2OI5
BONDS.
THIS OFFICIAL STATEMENT IS BEING PROVIDED TO PROSPECTIVE PURCHASERS
EITHER IN BOUND PRINTED FORM ("ORIGINAL BOUND FORMAT") OR IN ELECTRONIC
FORMAT ON THE WEBSITE: IVIVW.NIUNIOS.CONI. THIS OFFICIAL STATEMENT MAY BE
RELIED UPON ONLY IF IT IS IN ITS ORIGINAL BOUND FORMAT OR IF IT IS PRINTED IN FULL
DIRECTLY FROM SUCH WEBSITE.
THIS PRELIMINARY OFFICIAL STATEMENT IS IN A FORM DEEMED FINAL BY THE
CITY FOR PURPOSES OF RULE l5c2-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, EXCEPT FOR CERTAIN FINANCIAL INFORMATION PERMITTED TO BE OMITTED
PURSUANT TO RULE lsc2-12(b)(1).
671
TABLE OF CONTENTS
Page
INTRODUCTION.
PURPOSE OF THE ISSUE.
General.
Series 2015 Project..
ESTIMATED SOURCES AND USES OF FUNDS.
DESCRIPTION OF THE SERIES 2015 BONDS.
General.
Redemption Provisions..
Book-Entry-Only System
Discontinuance of Book-Entry Only System.
SECURITY AND SOURCES OF PAYMENT
Pledged Funds.
FlowofFunds. ...
Debt Service Reserve Account.
Additional Bonds.
Other Obligations Secured by Pledged Funds.
Limited Liability..
Modifications or Supplements to Bond Resolution. . .
MUNICIPAL BOND INSURANCE. . . . .
DEBT SERVICE SCHEDULE
THE RESORT TAX.
General.
Summary Statement of Revenues and Expenses. . . . .
HISTORICAL AND PROJECTED RESORT TAX REVENUES,
DEBTSERVICEANDDEBTSERVICECOVERAGE ......20
THECITY. ......21
General. .......21
CityGovemment... ...21
Organization ....22
PENSION AND OTHERPOSTEMPLOYMENTBENEFITS. .. ..,,. 23
DefinedBenefitPlans.. .......23
Other Retirement and Compensation Plans. . . . 3l
OtherPostEmploymentBenefits. .....32
TAXMATTERS.. ....,.34
General. .......34
Riskof FutureLegislativeChanges and/orCourtDecisions. .. ...... 36
Original Issue Discount and Original Issue Premium . . . 36
FINANCIAL STATEMENTS.. .. ....., 37
CONTINUINGDISCLOSURE.. .......37LrTrGATrON..... ......38
LEGALMATTERS. .....38
ENFORCEABILITYOFREMEDIES... .......39
RATINGS. ..... . 39
UNDERWRITING.. .....40
FINANCIALADVISOR. .......41
CONTINGENTFEES. ,..41
DISCLOSUREREQUIREDBYFLORIDABLUESKYLAWS ,.,,,.. 4I
I
2
2
2
4
4
4
5
7
9
9
9
10
l3
l4
15
16
t6
t7
l8
19
t9
20
[1
672
AUTHORIZATION CONCERNINGOFFICIALSTATEMENT.. ..... 4I
MISCELLANEOUS,. ..., 42
APPENDICES
APPENDIX A
APPENDX B
APPENDX C
APPENDX D
APPENDX E
APPENDIX F
IAPPENDX G
- General lnformation and Economic Data Regarding the
City of Miami Beach, Florida and Miami-Dade County, Florida.
- Excerpts from Comprehensive Annual Financial Report of the City of
Miami Beach, Florida for the Fiscal Year Ended September 30,2014.
A-l
B-1
TheBondResolution. ..... C-l
Proposed Form of Opinion of Bond Counsel.. . . . . D-l
Proposed Form of Opinion of Disclosure Counsel. . . . E-l
Form of Disclosure Dissemination Agent Agreement. . . . . . F-l
Specimen Municipal Bond Insurance Policy. . . . . . G-l]
lv
673
OFFICIAL STATEMENT
relating to
$200,000,000*
CITY OF MIAMI BEACH, FLORIDA
RESORT TAX REVENUE BONDS
SERIES 2OI5
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'') and the sale by the City of
its $200,000,000* aggregate principal amount of Resort Tax 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 (the "State"), including Chapter 67-930, Laws of Florida, Acts of 1967, as amended, Chapter 166,
Florida Statutes, as amended, the City of Miami Beach Charter, Chapter 102, Article IV of the Miami
Beach City Code, as amended, including as amended by Ordinance No. 2015-_ enacted by the Mayor
and City Commission of the City (collectively, the "City Commission") on October _, 2015
(collectively, the "Act") and other applicable provisions of law, and pursuant and subject to the terms and
conditions of Resolution No. 2015- adopted by the City Commission on October _, 2015 (the
"Bond Resolution"). For a complete description of the terms and conditions of the Series 2015 Bonds and
the provisions of the Bond Resolution, see "APPENDIX C - The Bond Resolution."
Enactment of Ordinance No. 2015-_ by the City Commission facilitates the levy of an
additional one percent (1%) Resort Tax (as hereinafter described). Such additional one percent (1%) Resort
Tax, as set forth in Section 5.03 of the City of Miami Beach Charter, as amended, was approved by the
voters of the City in a special election held on August 14,2012. See "SECURITY AND SOURCES OF
PAYMENT - Pledged Funds" herein.
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 Series 2015 Bonds are solely payable from and secured by a pledge of and first lien on the
Pledged Funds derived by the City from (i) Resort Tax Revenues (as described herein); and (ii) except for
moneys, securities and instruments in the Rebate Fund, all moneys, securities and instruments held in the
funds and accounts established under the Bond Resolution. Additional Bonds may be issued, on a parity
with the Series 2015 Bonds, upon satisfaction of the conditions described in the Bond Resolution. See
"SECURITY AND SOURCES OF PAYMENT - Additional Bonds" herein. The Series 2015 Bonds and
any additional Bonds hereafter issued are collectively referred to herein as the "Bonds."
The Series 2015 Bonds shall not be and shall not be deemed to constitute a debt, liability or
obligation of the City, Miami-Dade County, Florida (the "County''), the State or any political subdivision
thereof within the meaning of any constitutional, statutory or charter provisions or limitations, or a pledge
of the faith and credit of the City, the County, the State or any political subdivision thereof but shall be
* Preliminary, subject to change.
674
payable solely from the Pledged Funds, and the obligations evidenced thereby shall not constitute a lien
upon any property owned by or situated within the corporate territory of the City, but shall constitute a lien
only on the Pledged Funds, all in the manner provided in the Bond Resolution. See "SECURITY AND
SOURCES OF PAYMENT - Limited Liability" herein.
The City may elect to purchase a municipal bond insurance policy (the "Bond Insurance
Policy") to be delivered by a municipal bond insurance provider (the 65Bond Insurer") concurrently
with the delivery of the Series 2015 Bonds to guarantee timely payment of the principal of and
interest on the Series 2015 Bonds, or one or more maturities of the Series 2015 Bonds, and may elect
to satisfy any Reserve Account Deposit Requirement upon issuance of the Series 2015 Bonds with a
Reserve Account Insurance Policy or Reserve Account Letter of Credit.
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 by
contacting the City's Interim Chief Financial Officer, 1700 Convention Center Drive, Miami Beach, Florida
33139, Telephone number: (305) 673-7466.
Capitalized terms used but not defined in this Official Statement shall have the meanings ascribed
to such terms in the Bond Resolution. See "APPENDIX C - The Bond 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 a portion of the costs of acquiring and constructing renovations to the Miami Beach Convention
Center (the "Convention Center") and related improvements, as more particularly described below in
"PURPOSE OF THE ISSUE - Series 2015 Project" (collectively, the "Series 2015 Project"); (ii) fund a
deposit to the Reserve Account, if necessary, including the cost of any Reserve Account Insurance Policy
or Reserve Account Letter of Credit determined by the City to be advisable; and (iii) pay the costs of
issuing the Series 2015 Bonds, including the premium for a municipal bond insurance policy, if any.
Series 2015 Project
Spanning four (4) city blocks and located in the heart of the South Beach area of the City, the
Convention Center currently accommodates meetings, conventions, trade shows and consumer shows. The
facility originally opened in 1957 and received a major expansion and renovation in 1989, doubling its
original size. Currently the Convention Center encompasses over 1,000,000 square feet of flexible space,
including; over 500,000 square feet of exhibit space and over 100,000 square feet of versatile, pre-function
area space. It cunently has seventy (70) meeting rooms comprised of 127,000 square feet.
The Series 2015 Project includes a major renovation and expansion of the Convention Center to
transform the building to "Class A" standards, including Silver LEED certification upgrades and enhanced
technology. The design modifications will include reorientation of the exhibit halls, facade upgrades, site
improvements along the canal and roadways adjacent to the development, the addition of a grand ballroom,
675
junior ballrooms and meeting rooms. The newly renovated Convention Center will be a 1.4 million square
foot, state-of+he-art event facility, with new ballrooms, meeting rooms, versatile indoor/outdoor public
spaces and a new 5.8 acre public park containing a flexible lawn area, a food pavilion and a public plaza
to honor the City's veterans. Such renovations and improvements related to the Convention Center upgrade
are currently scheduled to be completed during Fiscal Year 2018 at a total cost of approximately $596
million, including the portion of such renovations and improvements which constitute the Series 2015
Redevelopment Project.
The Series 2015 Project will consist of the Convention Center interior renovations, which will
include the redistributed division of the four (4) main exhibition hall spaces and the additional
programming of more flexible arrangements of private meeting rooms and additional indoor/outdoor
versatile exhibition spaces. Currently, the four (4) main exhibit halls are divided into quadrants, two (2)
accessible solely from Washington Avenue and the other two (2) accessible solely from Convention Center
Drive. The new Convention Center will reorient the halls in an East/West direction, with the primary
access from Convention Center Drive leading into a new grand, fully open, double story entry lobby.
Washington Avenue will serve as a secondary means of pedestrian entry.
The Series 2015 Project includes substantial improvements to the north of the Convention Center.
Above a new enclosed ground floor parking area that will be separately financed will be a 60,000 square
foot grand ballroom, offering vistas of the upgraded 21" Street Park located along Collins Canal, featuring
the to-be-restored, historic Carl Fisher Clubhouse, the oldest public structure in the City. ln addition,
Convention Center Drive will become the main access point for vehicular access. Modifications will
include a new median along Convention Center Drive and l9s Street, increasing the attractiveness of the
streetscape and creating a more sophisticated boulevard experience. The Canal walkway will undergo a
significant upgrade to create a more attractive northem portion of the Convention Center property.
The Series 2015 Project also includes the demolition of the existing recreation center along
Washington Avenue and replacement of an existing 800 vehicle surface parking lot with the new, 5.8 acre
urban park, dining pavilion and Veterans Plaza.
The City Commission may determine by resolution to undertake other capital improvements to the
Convention Center property or related ancillary projects in addition to and/or in lieu of the improvements
or any portion of the improvements described above.
[TO BE REVISED, AS NEEDED]
676
(l)
(2)
ESTIMATED SOURCES AND USES OF FUNDS
The following table sets forth the estimated sources and uses of funds in connection with the
issuance of the Series 2015 Bonds:
Sources of Funds
Par Amount of Series 2015 Bonds
Net Original Issue DiscounVPremium
Total Estimated Sources of Funds
Uses of Funds
Deposit to Series 2015 Construction Account'')
Deposit to Debt Service Reserve Account
Deposit to Series 2015 Cost of Issuance Account(2)
Underwriters' Discount
Total Estimated Uses of Funds
$:
See "PURPOSE OF THE ISSUE - Series 2015 Project" herein.
To pay certain costs of issuance of the Series 2015 Bonds, including, without limitation, printing costs, bond
counsel fees, disclosure counsel fees, fees ofthe financial advisor and any premiums paid to the Bond Insurer
for issuance ofthe Bond Insurance Policy and the Reserve Account Insurance Policy or Reserve Account Letter
of Credit.
DESCRIPTION OF THE SERIES 2015 BONDS
General
The Series 2015 Bonds will be dated their date of delivery. The Series 2015 Bonds will bear
interest at the rates and will mature on the dates and in the amounts set forth on the inside cover page of
this Official Statement. Interest on the Series 2015 Bonds is payable semiannually commencing on [June
1,2016 and on each December I and June 1l thereafter. Such interest shall be calculated on the basis of
a 360 day year consisting of twelve 30-day months. The City has appointed U.S. Bank National
Association, Jacksonville, Florida, to serve as the paying agent for the Series 2015 Bonds (the "Paying
Agent") and as the bond registrar for the Series 2015 Bonds (the "RegistraC').
In any case where the maturity date of, or the date for the payment of the principal of or interest
on the Series 2015 Bonds, or the date fixed for redemption of any Series 2015 Bonds shall be a Saturday,
Sunday or a day on which any Paying Agent is required, or authorized or not prohibited, by law (including
executive orders) to close and is closed, then payment of such interest or principal need not be paid by the
Payrng Agent on such date but may be paid on the next succeeding business day on which the Paying
Agent is open for business with the same force and effect as if paid on the date of maturity or date fxed
for redemption, and no interest shall accrue for the period after such date of maturity or date fixed for
redemption.
The Series 2015 Bonds will be issued as fully registered bonds, without coupons, in denominations
of $5,000 or any integral multiple thereof, and when issued, will be registered in the name of Cede & Co.,
677
as registered owner and nominee of The Depository Trust Company, New York, New York ("DTC").
Purchases of beneficial interests in the Series 2015 Bonds will be made in book-entry-only form, without
certificates. Unless a securities depository other than DTC is selected by the City, so long as the Series
2015 Bonds shall be in book-entry-only form, the principal of and interest on the Series 2015 Bonds will
be payable to Cede & Co. (or such other nominee selected by DTC), as registered owner thereof, and will
be distributed by DTC and the DTC Participants to the Beneficial Owners (as such terms are hereinafter
defined). See "THE SERIES 2015 BONDS - Book-Entry Only System" herein.
Redemption Provisions
Optional Redemption
The Series 2015 Bonds maturing on or before December 1,20- are not subject to redemption
prior to maturity. The Series 2015 Bonds maturing on or after December l, 20- are subject to
redemption prior to maturity, at the option of the City, on or after December 1,20-, in whole or in part
at any time, in any order of maturity selected by the City and by lot or by such other manner as the
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 Sinkine Fund Redemption
The Series 2015 Bonds maturing on December 1,20- are subject to mandatory sinking fund
redemption prior to maturity, in part, by lot or by such other manner as the Registrar shall deem
appropriate, through the application of Amortization Requirements, at a redemption price equal to one
hundred percent (100%) of the principal amount thereof, on December 1 of each year in the following
amounts and in the years specified:
Due
(December 1)
*
Amortization
Requirement
$
* Final maturity.
Moneys in the Bond Redemption Account shall be used solely for the purchase, redemption or
payment at maturity of the Term Bonds payable therefrom at such times as the same are subject to
mandatory redemption or payment. However, the City may at any time use money held in the Bond
Redemption Account for the payment of Amortization Requirements to purchase any Series 2015 Bonds
that are Term Bonds at prices not greater than the then redemption price of said Term Bonds. If the Term
Bonds are not then redeemable, the City may purchase said Term Bonds at prices not greater than the
redemption price of such Term Bonds on the next ensuing redemption date. If, by the application of
moneys in the Bond Redemption Account, the City shall purchase or call for redemption in any year Term
Bonds in excess of the Amortization Requirements for such year, such excess of Term Bonds so purchased
or redeemed shall be credited in such manner and at such times as the Chief Financial Officer shall
determine over the remaining payment dates.
678
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, signed by the Chief Financial Officer, shall be (a) filed
by the City with the Registrar and (b) mailed by the 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 Registrar. Failure so to mail any such notice to any registered owner shall not
affect the validity of the proceedings for such redemption.
Each such notice shall specify the redemption date and the place or places where amounts due upon
such redemption will be payable and, if less than all of the Series 2015 Bonds are to be redeemed, the
numbers or other distinguishing marks of such Series 2015 Bonds to be redeemed in part and the respective
portions thereof to be redeemed. Subject to the next succeeding paragraph, such notice shall further state
that on such date there shall become due and payable upon each of the Series 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.
ln 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 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 Registrar directing the Registrar to
rescind the redemption notice. The 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.
qfect of Calling for Redemption. Notice having been given in the manner and under the
conditions described above, and with respect to a Conditional Redemption, the Conditional Redemption
not having been rescinded, the Series 2015 Bonds or portions of Series 2015 Bonds so called for
redemption shall, on the redemption date designated in such notice, become and be due and payable at the
redemption price provided for redemption of such Series 201 5 Bonds or portions of Series 201 5 Bonds on
such date. On the date so designated for redemption, moneys for payment of the redemption price being
held in separate accounts by the Paying Agent in trust for the registered owners of the Series 2015 Bonds
or portions thereof to be redeemed, all as provided in the Bond Resolution, interest on the Series 2015
Bonds or portions of Series 2015 Bonds so called for redemption shall cease to accrue, such Series 2015
Bonds and portions of Series 2015 Bonds shall cease to be entitled to any [ien, benefit or security under
the Bond Resolution and shall be deemed paid thereunder, and the registered owners of such Series 2015
Bonds orportions of Series 2015 Bonds shall have no right in respect thereof except to receive payment
of the redemption price thereof and to receive Series 2015 Bonds for any unredeemed portions of the Series
2015 Bonds.
679
Book-Entry Only System
The following desciption 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 Series 2015
Bonds to DTC Participants or Beneficial Owners (as such terms are hereinafter defined) of the Series 2015
Bonds, confirmation and transfer of beneficial ownership interest in the Seies 2015 Bonds and other
related transactions 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 Underwriters can make any representation concerning
these matters or take any responsibility for the accuracy or completeness of such information.
DTC will act as securities depository for the Series 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
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 cercain 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.com.
Purchases of Series 2015 Bonds under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Series 2015 Bonds on DTC's records. The ownership
interest of each actual purchaser of each Series 2015 Bond ("Beneficial Owner") is in turn to be recorded
on the DTC Panicipants' 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.
680
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 governed by
arrangements among them, subject to any statutory or regulatory requirements as may be in effect from
time to time. Beneficial Owners of Series 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
alternative, Beneficial Owners may wish to provide their names and addresses to the Registrar and request
that copies of notices are provided directly to them.
Redemption notices shall be sent by the 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.
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 affached 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 Paying Agent on the payable date in accordance with their respective holdings shown on DTC's
records. Payments by DTC Participants to Beneficial Owners will be govemed by standing insffuctions
and customary practices, as is the case with securities held for the accounts of customers in bearer form
or registered in "street name," and will be the responsibility of such Participant and not of DTC, nor its
nominee, the Paying Agent or the City, subject to any statutory or regulatory requirements as may be in
effect from time to time. Payment of principal and interest to Cede & Co. (or such other nominee as may
be requested by an authorized representative of DTC) is the responsibility of the City or the Paying Agent,
disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement
of such payments to the Beneficial Owners shall be the responsibility of DTC Participants.
When reference is made to any action which is required or permitted to be taken by the Beneficial
Owners, such reference shall only relate to those permitted to act (by statute, regulation or otherwise) on
behalf of such Beneficial Owners for such purposes. When notices are given, they shall be sent by the City
only to DTC.
681
NEITHER THE CITY, THE PAYING AGENT NOR THE REGISTRAR WILL HAVE ANY
RESPONSIBILITY OR OBLIGATION TO ANY DTC PARTICIPANT OR TTIE PERSONS FOR
WHOM THEY ACT AS NOMINEES WITH RESPECT TO THE SERIES 2015 BONDS IN
RESPECT OF THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC
PARTICIPANT, THE PAYMENT BY DTC OR AIIY DTC PARTICIPANT OF ANY AMOUNT IN
RESPECT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2015 BONDS, A}[Y
NOTICE WHICH IS PERMITTED ORREQUIRED TO BE GIVEN TO BONDHOLDERS UNDER
THE BOND RESOLUTION, THE SELECTION BY DTC OR ANY DTC PARTICIPANT OR ANY
PERSON TO RECEIVE PAYMENT IN THE EVENT OF A PARTIAL REDEMPTION OF THE
SERIES 2015 BONDS, OR ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS
BONDHOLDER. SO LONG AS CEDE & CO. IS THE REGISTER-ED OWNER OF THE SERIES
2015 BONDS, AS NOMINEE OF DTC, REFERENCES TN THIS OFFICIAL STATEMENT TO
THE BONDHOLDERS OR R.EGISTERED OWNERS OF THE SERIES 2015 BONDS SHALL
MEAII CEDE & CO., AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES
2015 BONDS.
Discontinuance of Book-Entry Only System
In the event the City determines that it is in the best interest of the Beneficial Owners to obtain
Series 2015 Bond certificates, the City may notify DTC and the 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 Registrar shall authenticate, transfer and exchange, Series 2015 Bond
certificates as requested by DTC in appropriate amounts and within the guidelines set forth in the Bond
Resolution. DTC may also determine to discontinue providing its services with respect to the Series 2015
Bonds at any time by giving written notice to the City and the 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 Registrar shall be obligated to deliver Series 2015 Bond certificates as
described herein.
ln 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 Registrar to do so,
the City will direct the Registrar to cooperate with DTC in taking appropriate action after reasonable notice
(i) to make available one or more separate certificates evidencing the Series 2015 Bonds to any DTC
Participant having Series 2015 Bonds credited to its DTC account; or (ii) to arrange for another securities
depository to maintain custody of certificates evidencing the Series 201 5 Bonds.
SECURITY AND SOURCES OF PAYMENT
Pledged Funds
General. The payment of the principal of, redemption premium, if any, and interest on all Bonds
are secured equally and ratably by a first lien on and pledge of the Pledged Funds, which consist of (i) the
Resort Tax Revenues and (ii) except for moneys, securities and instruments in the Rebate Fund, all moneys,
securities and instruments held in the funds and accounts established under the Bond Resolution. "Resort
Tax Revenues" means the proceeds of the Resort Tax. "Resort Tax" means the municipal tax imposed,
levied and collected by the City pursuant to the Act upon the rent of every occupancy of a room or roons
in any hotel, motel, rooming house or apartrnent house in the City, and upon the total sales price of all
items of food, beverages, alcoholic beverages and wine sold at retail of any restaurant in the City, as more
particularly set forth in the Act. See "THE RESORT TAX" herein.
682
Resort Tax Levy and Collectio,r. Subject to the limitations provided in the Act, the City currently
imposes, levies and collects a Resort Tax of three percent (3%) on rentals of rooms in any hotel, motel,
rooming house or apartment house in the City and two percent (2%) on the total sales price of all items
of food, beverages, alcoholic beverages and wine sold at retail of any restaurant in the City. "Restaurant"
means any business or place for serving of food or refreshments required by law to be licensed by the
Hotel and Restaurant Commission of the State or any premises licensed by the City for the sale of
intoxicating liquor or wine.
Subject to the limitations provided in the Act, the City Commission has the authority and power,
by ordinance, to determine and fix the amount of the Resort Tax, after public hearing, not in excess of two
percent (2Yo), except that an additional tax of up to two percent (2o/o) (hereinafter to as the "Additional
Tax") may be imposed, levied and collected on rentals of rooms in any hotel, motel, rooming house or
apartrnent house in the City. In addition to the Resort Tax currently collected, the City Commission
enacted Ordinance No._ on October _,2015 to provide that an Additional Tax of one percent (l%)
on rentals of rooms in any hotel, motel, rooming house or apartment house in the City be levied and
collected. Levy of the Additional Tax of one percent (l%) will cornmence prior to issuance of the Series
2015 Bonds. With the imposition of the one percent (1%) Additional Tax, the Resort Tax is currently
being imposed by the City in the maximum amount authorized under the Act to be imposed by the City.
For more detailed information conceming the imposition, levy and collection of the Resort Tax, see "THE
RESORT TAX" herein.
The City covenants and agrees in the Bond Resolution that as long as any of the principal of or
interest on any Series of Bonds is unpaid, or payment thereof not duly provided for, it will not repeal the
Miami Beach City Code provisions pursuant to which the Resort Tax is levied, will not reduce the rates
of the Resort Tax, or amend or modify the Miami Beach City Code provisions, in any manner so as to
impair or adversely affect the power and obligation of the City to levy and collect the Resort Tax, or impair
or adversely affect in any manner the pledge of the Pledged Funds made in the Bond Resolution, or the
rights of holders of Bonds. Pursuant to the covenants of the Bond Resolution, the City is unconditionally
and irrevocably obligated, as long as any of the Bonds, or the interest thereon, are Outstanding and unpaid,
to levy and collect the Resort Tax at not less than the rates being levied by the City on the date of issuance
of the Series 2015 Bonds, to the full extent necessary to pay the principal of and interest on the Bonds and
any other payments provided in the Bond Resolution.
Flow of Funds
Creution of Funds and Accounrs. The Bond Resolution created a special fund for the deposit of
Resort Tax Revenues (the "Resort Tax Fund"). The Bond Resolution also created the "Resort Tax Sinking
Fund" (the "Sinking Fund") and established four (4) separate accounts therein for the benefit of the Holders
of Bonds, provided in the Bond Resolution. The accounts created in the Sinking Fund are the "Interest
Account," the "Principal Account," the "Bond Redemption Account" and the "Debt Service Reserve
Account."
The Bond Resolution also created the "Rebate Fund," which fund shall be maintained by the City
separate and apart from all other funds and accounts held by the City and which fund shall not be subject
to the lien of the Bond Resolution in favor of Holders of the Bonds. The City shall deposit Pledged Funds
into the Rebate Fund in the amounts required to be paid to the United States of America to satisfr the
arbitrage rebate covenants made by the City in connection with the issuance of Tax-Exempt Bonds.
In addition, the Bond Resolution created a special fund designated the "Construction Fund" and
a special fund designated the "Cost of Issuance Fund." Separate accounts within the Construction Fund
10
683
and the Cost of Issuance Fund shall be created for the deposit of proceeds of each Series of Bonds and
other available moneys to fund projects being funded from proceeds of such Series of Bonds and other
available moneys (with respect to the Construction Fund) and to pay costs of issuance of such Series of
Bonds (with respect to the Cost of Issuance Fund). If for any reason moneys in the Construction Fund,
or any part thereof, including any investment eamings on deposit therein, are not necessary for, or are not
applied to the purposes provided for the applicable Series of Bonds, then such unapplied proceeds, upon
certification of a duly authorized official of the City that such surplus proceeds are not needed for such
purposes, shall be applied:
(D First, to the Debt Service Reserve Account, to the full extent necessary, to make
the amount then on deposit therein equal to the Reserve Account Requirement, as applicable, on
the Bonds then Outstanding; and
(iD Second, the balance, if any, to the redemption or purchase or payment of principal
of Outstanding Bonds or for any other lawful purpose.
Each of the funds and accounts created in the Bond Resolution shall be held and administered by
the City. Such funds and accounts shall constitute trust funds (except for the Rebate Fund) held solely for
the purposes provided in the Bond Resolution.
Deposit and Use of Resort Tax Revenues. As soon as the same are received by the City, all Resort
Tax Revenues shall be deposited into the Resort Tax Fund. All Resort Tax Revenues at any time on
deposit in the Resort Tax Fund shall be disposed of only in the following manner:
(l) Resort Tax Revenues shall first be used, to the full extent necessary, for deposit
into the Interest Account in the Sinking Fund, on the fifteenth (15th) day of each month, beginning
with the fifteenth (15th) day of the first (lst) full calendar month following the date on which any
or all of the Bonds are delivered to the purchaser thereof, of such sums as shall be sufficient to pay
one-sixth (l/6th) of the interest becoming due on the Bonds on the next semi-annual lnterest
Payment Date; provided, however, that such monthly deposits for interest shall not be required to
be made into the lnterest Account to the extent that money on deposit therein is sufficient for such
purpose and, provided further, that in the event the City has issued additional parity Variable Rate
Bonds or entered into any Interest Rate Swaps pursuant to the provisions of the Bond Resolution,
Resort Tax Revenues shall be deposited at such other or additional times and amounts as necessary
to pay the interest becoming due on the Variable Rate Bonds on the next lnterest Payment Date
or make the payments due under the lnterest Rate Swaps on a parity with interest due on the
Bonds, all in the manner provided in the applicable supplemental resolution.
The City shall, on each lnterest Payment Date, transfer to the Payrng Agent
moneys in an amount equal to the interest due on such lnterest Payment Date or shall advise the
Payng Agent of the amount of any deficiency in the amount so transferred so that the Paying
Agent may give appropriate notice required to provide for the payment of such deficiency from
any Reserve Account Insurance Policy or Reserve Account Letter of Credit on deposit in the Debt
Service Reserve Account.
ln the event that the period to elapse between the date of the delivery of the Bonds
and the next semi-annual Interest Payment Date will be other than six (6) months, then such
monthly payments shall be adjusted to provide the required interest amount becoming due and
payable on the next Interest Payment Date.
11
684
(2) (a) Resort Tax Revenues shall next be used, to the fulI extent necessary, for
deposit in the Principal Account in the Sinking Fund, on the fifteenth (lsth) day of each month
in each year, of one-sixth (1/6th) of the next maturing principal amount of Serial Bonds which will
mature and become due on such semi-annual maturity dates and one-twelfth (ll|2th) of the next
maturing principal amount of Serial Bonds which will mature and become due on such annual
maturity dates, beginning on such dates, as shall be determined by the City; provided, however,
that such monthly deposits for principal shall not be required to be made into the Principal Account
to the extent that money on deposit therein is sufficient for such purpose.
The City shall, on the business day prior to each principal payment date, transfer
to the Paying Agent moneys in an amount equal to the principal due on such principal payment
date or shall advise the Paying Agent of the amount of any deficiency in the amount so transferred
so that the Paying Agent may give appropriate notice required to provide for the payment of such
deficiency from any Reserve Account lnsurance Policy or Reserve Account Letter of Credit on
deposit in the Debt Service Reserve Account.
ln the event the period to elapse between the date of delivery of the Bonds and the
next principal payment date will be other than six (6) months, in the case of Serial Bonds which
mature semi-annually, or twelve (12) months, in the case of Serial Bonds which mature annually,
then such monthly payments shall be increased or decreased, as appropriate, in sufficient amounts
to provide the required principal amount maturing on the next principal payment date. Any
monthly payment of Resort Tax Revenues to be deposited as set forth above for the purpose of
meeting payments of principal of the Bonds, shall be adjusted, as appropriate, to reflect the
frequency of principal payments applicable to such Series.
(b) Resort Tax Revenues shall next be used, to the full extent necessary, for
deposit into the Bond Redemption Account in the Sinking Fund on the fifteenth (lsth) day of each
month in each year, beginning on such date, of such Amortization Requirements as may be
required for the payment of the Term Bonds payable from the Bond Redemption Account.
(3) Resort Tax Revenues shall next be used, to the full extent necessary, for deposit
into the Debt Service Reserve Account on the fifteenth (lsth) day of each month in each year,
beginning with the fifteenth (l5th) day of the first full calendar month following the date on which
any or all of the Bonds are delivered to the purchaser thereof, such sums as shall be at least
sufficient to pay an amount equal to one-sixtieth (l/60th) of the difference between the amount on
deposit in the Debt Service Reserve Account (including any Reserve Account Insurance Policy or
Reserve Account Letter of Credit) and the applicable Reserve Account Requirement for the Bonds
Outstanding, and, provided, further, that no payments shall be required to be made into the Debt
Service Reserve Account whenever and as long as the amount deposited therein (including any
Reserve Account lnsurance Policy or Reserve Account Letter of Credit) shall be equal to the
applicable Reserve Account Requirement for the Bonds Outstanding.
(4) Resort Tax Revenues shall next be used for the payment of any subordinated
obligations issued by the City in accordance with the provisions for the issuance of such
obligations under the Bond Resolution, which subordinate obligations shall have such lien on the
Resort Tax Revenues as the City shall determine in the proceedings authorizing the issuance of
such subordinated obligations.
t2
685
(5) Resort Tax Revenues shall next be used to make payments required under lnterest
Rate Swap arrangements which are not payable from amounts deposited therefor into the lnterest
Account.
(6) Thereafter, the balance of any Resort Tax Revenues remaining in the Resort Tax
Fund shall, subject to the requirement to make deposits into the Rebate Fund, be used by the City
for any lawful purposes; provided, however, that none of such Resort Tax Revenues shall ever be
used for the purposes provided in this paragraph (6) unless all payments required in paragraphs (l)
through (5) above, including any deficiencies for prior payments and any amount due to the issuer
of any Reserve Account Insurance Policy or Reserve Account Letter of Credit, have been made
in full to the date of such use.
Notwithstanding anything in paragraphs (l) and (2) above to the contrary, failure to make the
scheduled payments specified therein shall not constitute a breach of the City's obligations under the Bond
Resolution so long as, on the date that any interest or principal payment is due on the Bonds, monies
sufficient to make such payment are on deposit in the lnterest Account, Principal Account or Bond
Redemption Account, as the case may be. If the amounts deposited in any month pursuant to such
provisions shall be less than the amounts required, the requirement shall be cumulative and the amount of
the deficiency in any month shall be added to the amount otherwise required to be deposited in each month
thereafter until such time as all such deficiencies have been satisfied.
Notwithstanding the foregoing or any other provision in the Bond Resolution to the contrary, if
any amount applied to the payment of principal of and premium, if any, and interest on the Bonds that
would have been paid from an account in the Sinking Fund, is paid instead under a Credit Facility or a
Liquidity Facility, amounts deposited in such relevant account may be paid, to the extent required, to the
issuer of the Credit Facility or Liquidity Facility having therefore made said corresponding payment.
Debt Service Reserve Account
The Bond Resolution established the Debt Service Reserve Account for the benefit of the Bonds
secured by such account and requires that funds be deposited therein, in the amounts and at the times
established in the Bond Resolution, until the Reserve Account Requirement has been satisfied. See
"SECURITY AND SOURCES OF PAYMENT - Flow of Funds - Deposit and Use of Resort Tax
Revenues" herein. The Reserve Account Requirement under the Bond Resolution is an amount equal to
the lesser of (i) the Maximum Annual Debt Service for all Outstanding Bonds in the current or any
subsequent Fiscal Year, or (ii) the maximum amount allowed to be funded from proceeds of Bonds under
the Code; provided that, if the Mayor's Certificate in the case of the Series 2015 Bonds or if the
supplemental resolution corresponding to any other Series of Bonds provides for the establishment of a
separate subaccount in the Debt Service Reserve Account to secure only the Series 2015 Bonds or such
other Series of Bonds (with such Series 2015 Bonds or other Series of Bonds having no claim on the other
moneys deposited to the credit of the Debt Service Reserve Account), the Reserve Account Requirement
for the Series 2015 Bonds or such other Series of Bonds shall be calculated as provided for in the Mayor's
Certificate or in the corresponding supplemental resolution; and provided further that, if the Mayor's
Certificate in the case of the Series 2015 Bonds or if the supplemental resolution corresponding to any
other Series of Bonds provides that the Series 2015 Bonds or such other Series of Bonds shall not be
secured by the Debt Service Reserve Account or any separate subaccount therein, the Reserve Account
Requirement shall be calculated without taking into account the Series 2015 Bonds or such other Series
of Bonds.
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686
Moneys in Debt Service Reserve Account shall be used only for the purpose of making payments
of principal of and interest on the Bonds when the moneys in the Resort Tax Fund or any other fund or
account held pursuant to the Bond Resolution and available for such purpose are insufficient therefor. Any
moneys in the Debt Service Reserve Account in excess of the applicable Reserve Account Requirement
for the Bonds Outstanding may, in the discretion of the City, be transferred to and deposited in the Interest
Account, the Principal Account or the Bond Redemption Account as the City at its option may determine.
Notwithstanding the provisions of the Bond Resolution providing for the deposit of funds into the
Debt Service Reserve Account to satisft the Debt Service Reserve Requirement, in lieu of or in substitute
for the required deposits of Resort Tax Revenues (including existing deposits of Resort Tax Revenues) into
the Debt Service Reserve Account, the City may cause to be deposited into the Debt Service Reserve
Account a Reserve Account lnsurance Policy or a Reserve Account Letter of Credit for the benefit of the
Holders of the Bonds Outstanding in an amount equal to the difference between the applicable Reserve
Account Requirement for the Bonds Outstanding and the sums then on deposit in the Debt Service Reserve
Account, if any. The Reserve Account Insurance Policy or Reserve Account Letter of Credit so deposited
shall be payable or available to be drawn upon, as the case may be (upon the giving of notice as required
thereunder) on any lnterest Payment Date on which a deficiency exists which cannot be cured by moneys
in any other fund or account held pursuant to the Bond Resolution and available for such purpose.
If a disbursement is made under the Reserve Account lnsurance Policy or the Reserve Account
Letter of Credit, the City shall be obligated to either reinstate the maximum limits of such Reserve Account
Insurance Policy or Reserve Account Letter of Credit immediately following such disbursement equal to
the applicable Reserve Account Requirement for the Bonds Outstanding, or to deposit into the Debt Service
Reserve Account from the Resort Tax Revenues funds in the amount of the disbursements made under such
Reserve Account lnsurance Policy or Reserve Account Letter of Credit, or a combination of such
alternatives as shall equal the applicable Reserve Account Requirement for the Bonds Outstanding.
In the event that any moneys shall be withdrawn from the Debt Service Reserve Account for
payments into the Interest Account, Principal Account and Bond Redemption Account, such withdrawals
shall be subsequently restored in the manner described in paragraph (3) under "SECUzuTY AND
SOURCES OF PAYMENT - Flow of Funds - Deposit and Use of Resort Tax Revenues" in this Official
Statement, from the first Resort Tax Revenues or funds available after all required payments have been
made into the Interest Account, Principal Account and Bond Redemption Account, including any
deficiencies for prior payments, unless restored by the reinstatement of the maximum limits of a Reserve
Account Insurance Policy or Reserve Account Letter of Credit.
[The City will, on the date of issuance of the Series 2015 Bonds, deposit into the Debt Service
Reserve Account from proceeds of the Series 2015 Bonds an amount equal to the Reserve Account
Requirement for the Series 2015 Bonds or, in lieu of such a deposit or any portion thereof, will deposit a
Reserve Account Insurance Policy and/or Reserve Account Letter of Credit.]
Additional Bonds
Pursuant to the Bond Resolution, no additional Bonds, payable out of the Pledged Funds on a
parity with the Series 201 5 Bonds shall be issued unless certain conditions set forth in the Bond Resolution
are met, including:
(i) The City must be current in all deposits and payments required under the Bond
Resolution and the City must be currently in compliance with the covenants and provisions of the
Bond Resolution and any supplemental resolution hereafter adopted for the issuance of additional
t4
687
parity Bonds, unless upon the issuance of such additional parity Bonds the City will be in
compliance with all such covenants and provisions;
(ii) The amount of the Resort Tax Revenues during the immediately preceding Fiscal
Year or any twelve (12) consecutive months selected by the City of the eighteen (18) months
immediately preceding the issuance of the additional parity Bonds, as certified by an independent
certified public accountant, were at least equal to one hundred fifty percent (150%) of the
Maximum Annual Debt Service on (i) the Bonds originally issued pursuant to the Bond Resolution
and then Outstanding, (ii) any additional parity Bonds theretofore issued and then Outstanding, and
(iii) the additional parity Bonds then proposed to be issued.
The City need not comply with the requirement described in subparagraph (ii) above in the issuance
of additional parity Bonds if and to the extent the Bonds to be issued are refunding Bonds delivered in lieu
of or in substitution for Bonds originally issued under the Bond Resolution or previously issued additional
parity Bonds, if the City shall cause to be delivered a certificate of the Chief Financial Officer setting forth
(1) the Maximum Annual Debt Service (a) with respect to the Bonds of all Series Outstanding immediately
prior to the date of authentication and delivery of such refunding Bonds, and (b) with respect to the Bonds
of all Series to be Outstanding immediately thereafter, and (2) that the Maximum Annual Debt Service set
forth pursuant to (b) above is no greater than that set forth pursuant to (a) above.
The term "additional parity Bonds" shall be deemed to mean additional obligations evidenced by
Bonds issued under the provisions and within the limitations set forth in the Bond Resolution, as generally
described herein, payable from the Pledged Funds on apaity with Bonds originally authorized and issued
pursuant to the Bond Resolution. Such Bonds shall be deemed to have been issued pursuant to the Bond
Resolution the same as the Bonds originally authorized and issued pursuant to the Bond Resolution and
all of the covenants and other provisions of the Bond Resolution (except as to details of such Bonds
evidencing such additional parity obligations inconsistent therewith) shall be for the equal benefit,
protection and security of the Holders of any Bonds originally authorized and issued pursuant to the Bond
Resolution and the Holders of any Bonds evidencing additional obligations subsequently issued within the
limitations of and in compliance with the provisions herein describing the issuance of additionat parity
Bonds. All of such Bonds, regardless of the time or times of their issuance, shall rank equally with respect
to their lien on the Pledged Funds and their sources and security for payment therefrom, without preference
ofany Bonds over any other Bonds.
The term "additional parity Bonds" shall not be deemed to include bonds, notes, certificates or
other obligations subsequently issued in accordance with the Bond Resolution, the lien of which on the
Pledged Funds is subject to the prior and superior lien on the Pledged Funds of the Bonds. The City has
covenanted in the Bond Resolution that it shall not issue any obligations whatsoever payable from the
Pledged Funds which rank prior to or equally as to lien and source and security for their payment from the
Pledged Funds with the Bonds, except in the manner and under the conditions provided in the Bond
Resolution for the issuance of additional parity Bonds or pursuant to the provisions of the Bond Resolution
relating to the issuance ofother obligations thereunder.
Other Obligations Secured by Pledged Funds
Except upon the conditions and in the manner provided in the Bond Resolution, the City will not
issue any other obligations payable from the Pledged Funds, nor voluntarily create or cause to be created
any debt, lien, pledge, assignment, encumbrance or any other charge having priority to or being on a parity
with the lien of the Bonds and the interest thereon, upon any of the Pledged Funds; provided, however, that
the City may enter into agreements with issuers of Credit Facilities and Liquidity Facilities which involve
t5
688
liens on Resort Tax Revenues on a parity with that of the Series of Bonds or portion thereof which is
supported by such Credit Facilities or Liquidity Facilities and may enter into Interest Rate Swaps which
involve a lien on the Resort Tax Revenues on a parity with the lien of the Bonds. Any other obligations
in addition to the Bonds authorized by the Bond Resolution or additional parity Bonds issued under the
terms, restrictions and conditions contained in the Bond Resolution, shall provide that such obligations are
junior, inferior and subordinate in all respects to the Bonds issued pursuant to the Bond Resolution as to
lien on and source and security for payment from the Resort Tax Revenues and in all other respects.
Limited Liability
The Series 2015 Bonds shall not be and shall not be deemed to constitute a debt, liability or
obligation of the City, the County, the State or any political subdivision thereof within the meaning of any
constitutional, statutory or charter provisions or limitations, or a pledge of the faith and credit of the City,
the County, the State or any political subdivision thereof, but shall be payable solely from the Pledged
Funds. No Holder or Holders of any Series 2015 Bonds shall ever have the right to compel the exercise
of the ad valorem taxing power of the City, the County, the State or any political subdivision thereof, or
taxation in any form of any real or personal property therein, or the application of any funds of the City,
the County, the State or any political subdivision thereof to pay the Series 2015 Bonds or the interest
thereon or the making of any sinking fund or reserve payments provided for in the Bond Resolution, other
than the Pledged Funds. The Series 2015 Bonds and the obligations evidenced thereby shall not constitute
a lien upon any property owned by or situated within the corporate territory of the City, but shall constitute
a lien only on the Pledged Funds, to the extent, in the manner, and with the priority of application provided
in the Bond Resolution. See "APPENDIX D - The Bond Resolution."
Modifications or Supplements to Bond Resolution
No adverse material modification or amendment may be made to the Bond Resolution, or any
resolution supplementing or amending the Bond Resolution, without the consent in writing of (a) the
Holders of more than fifty percent (50%) in aggregate principal amount of the Bonds then Outstanding or
(b) in case less than all of the several Series of Bonds then Outstanding are affected by the modification
or amendment, the Holders of more than fifty percent (50%) in aggregate principal amount of the Bonds
of each Series so affected and Outstanding at the time such consent is given. However, no modification
or amendment shall permit (i) a change in the maturity or principal amount of any of the Bonds or a
reduction in the rate of interest thereon, (ii) a change in the promise of the City to pay the principal of and
interest on any Bonds, as the same mature or become due, from the Pledged Funds, or (iii) a reduction in
the required percentage of Holders of the Bonds, as described above, for modifications or amendments,
without the consent of all of the Holders of the Bonds outstanding.
For the purpose of Bondholders' voting rights or consents authorized by the Bond Resolution, the
consent of the Holders of any additional Series of Bonds shall be deemed given if the underwriters or initial
purchasers for resale consent in writing to such supplemental resolution and the nature of the amendment
effected by such supplemental resolution is disclosed in the offrcial statement or other offering document
pursuant to which such additional Series of Bonds is offered and sold to the public.
In addition, for purposes of providing the written consent of the Holders of any Series of Bonds
to any supplemental resolution modifying or amending any term or provision of the Bond Resolution, to
the extent any Series of Bonds is secured by a Credit Facility or Liquidity Facility, the consent of the issuer
the Credit Facility or Liquidity Facility for such Series of Bonds shall constitute the consent of the Holders
of such Bonds.
t6
689
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 601(a) through O of the Bond Resolution. See "APPENDIX D -
The Bond Resolution."
MUNICIPAL BOND INSURANCE
TO COME,IF NEEDED
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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690
DEBT SERVICE SCHEDULE
table sets forth the Annual Debt Service Requirement for each Fiscal Year for theThe following
Series 2015 Bonds.
Fiscal Year
Ending
September 30
2016
20t7
2018
20r9
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
Principal Interest Total
l8
$:
691
THE RESORT TAX
[THIS SECTION SHALL BE UPDATED, AS NEEDED]
General
l9
692
HISTORICAL AND PROJECTED RESORT TAX R-EVENUES,
DEBT SERVICE AND DEBT SERVICE COVERAGE
General
The information in the following table sets forth the historical and projected collection of Resort
Tax Revenues, Maximum Annual Debt Service for the Series 2015 Bonds and coverage provided, or
projected to be provided, by the Resort Tax Revenues.
Resort Tax Revenues, Debt Service
and Debt Service Coverage
Fiscal
Year
2010
20tt
2012
2013
20t4
2015Q)
20t6
2017
2018
2019
2020
Resort Tax
Revenues
$
Maximum Annual
Debt Service on
Series 2015 Bonds(')
$12,846,250
12,846,250
12,846,250
12,846,250
12,846,250
12,846,250
12,946,250
12,846,250
12,846,250
12,846,250
12,846,250
Coverage on
Maximum Annual
Debt Service for
Series 2015 Bonds(r)
Source:
(l)
City of Miami Beach Finance Department.
Represents the Maximum Annual Debt Service on the Series 2015 Bonds, assuming an aggregate principal
amount of $197,420,000, a final maturity of December 1,2045, and a true interest cost of 4.135Yo. The
assumed Maximum Annual Debt Service on the Series 2015 Bonds is included in the historical years solely
for purposes of showing the amount of coverage that would have been available if the Series 2015 Bonds
had been issued prior to Fiscal Year 2010. The assumed Maximum Annual Debt Service occurs in Fiscal
Year 2027. AII amounts are preliminary, subject to change.
Unaudited.(2)
20
693
THE CITY
General
The City is located on a barrier island surrounded by the Atlantic Ocean to the east and Biscayne
Bay to the west. The City comprises seven (7) square miles of land area and ten (10) square miles of
Biscayne Bay. The City is connected to the mainland by four (4) causeways.
The climate of the City is tropical, with an average annual temperature of 75 degrees Fahrenheit,
24 degrees Celsius. The City is the home of the Art Deco Historic District, consisting of one of the
greatest concentrations of Art Deco architecture in the United States. Within the Art Deco Historic District
is the world famous Ocean Drive, which has been called the "Riviera" of Florida. The economy of the area
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.
City Government
The City was incorporated as a municipal corporation on March 26,1915. The City operates under
a Commission/City Manager form of govemment. The City Commission consists of the Mayor and six
(6) Commissioners who serve as the policy-making body of the City. Authority is vested in the City
Commission to enact ordinances, hold public hearings, approve contracts, establish the City's budget and
tax assessments, and authorize construction of all public improvements.
The Mayor and City Commission are elected on a citywide, nonpartisan basis. Elections are held
in odd numbered years, with the Mayor elected to serve two-year terms with a limit of three (3) consecutive
terms. Commissioners are elected to serve four-year terms with a limit of two (2) consecutive terms. City
Commission terms are staggered so that not all Commissioners are up for re-election at the same time. On
a rotating basis, the City Commission selects one (1) of its members to serve as Vice Mayor for a three-
month term. The Mayor, who is the presiding officer at City Commission meetings, may vote on all
matters that come before the City Commission, but has no power of veto. The City Commission appoints
the City Manager, the City Attomey and the City Clerk. All other department heads are appointed by the
City Manager, with the consent of the City Commission.
Philip Levine serves as the Mayor of the City. Mayor Levine was elected as Mayor on November
5,2013 and his current term of office will expire in November 2015. Set forth below is a list which
contains the current members of the City Commission and the expiration of their respective terms of office:
Miami Beach, Florida City Commission
Ciw Commission Members
Edward L. Tobin, Vice Mayor
Michael Grieco
Joy Malakoff
Micky Steinberg
Deede Weithom
Jonah Wolfson
Date Term Ends
November 2015
November 2017
November 2017
November 2017
November 2015
November 2015
2t
694
The next general election of the City will be held on November 3,2015. The Mayor is running
against a single opponent in the upcoming election, as are two (2) of the three (3) City Commissioners.
No City Commissioner whose term is expiring in November 2015 is running for reelection. In addition,
if noone running for the seat that has more than two (2) candidates on the ballot receives more than fifty
percent (50%) of the votes cast in the general election, a run-off election will be held to determine the
winner of that race. If required, the run-off election will be held on November 17 , 2015. The results of
the election are expected to be certified by the current Mayor and City Commission in a meeting to be held
sometime after the general election or, if a run-off election is held, after the run-off election. The current
Mayor and City Commission are expected to serve until newly elected members have been seated.
Organization
On behalf of the City, the Resort Tax is managed by the City Manager, an Assistant City Manager
and the Chief Financial Officer. Set forth below is a description of the management offrcials of the City
who are responsible for the operation and control of the programs and initiatives relating to the City's
Resort Tax Revenues:
Jimmy L. Morales, Esq., City Manager. Mr. Morales was appointed City Manager for the City
of Miami Beach, Florida in April 2013. Prior to accepting his position as City Manager, Mr. Morales was
a shareholder and member of the Board of Directors of the law firm, Steams Weaver Miller Weissler
Alhadeff & Sitterson, P.A. from 2000-2013. Mr Morales also served as City Attomey for the City of
Doral, Florida ftom2009-2013 and as City Attomey for the City of Marathon, Florida from 2005-2009.
In addition, Mr. Morales served as a member of the Board of County Commissioners of Miami-Dade
County, Florida from 1996-2004. He has received numerous professional awards, honors and recognitions,
including the Greater Miami Chamber of Commerce Bill Colson Leadership Award for Outstanding
Leadership and Superior Ability in 2000, the SAVE Dade Champion of Equality award in 2006, and
induction into the Miami Beach High School Hall of Fame in 2004. He was selected as one of the Top
Lawyers in South Florida by the South Florida Legal Guide in 2008-2009 and,2011 and as one of the
Florida Super Lawyers in 2006-2010. Mr. Morales received his Bachelor of Arts, Magna Cum Laude, from
Harvard University and his Juris Doctorate, Magna Cum Laude, from Harvard Law School.
John Woodruff, Interim Chief Financial Officer. Mr. Woodruff was appointed Interim Chief
Financial Officer for the City of Miami Beach, Florida in September 2015. Prior to accepting his position
as Interim Chief Financial Officer, Mr. Woodruff served as Director of the Office of Budget and
Performance Improvement for the City from June 201 3 to September 2015 . Prior to joining the City, Mr.
Woodruff served as co-owner of Panama Realtor Property Management Services from August 2012 to June
2013. He also served in various capacities for Pinellas County, Florida, including serving as Director of
the Pinellas County Office of Management and Budget from April 2007 to July 2012 and as a Manager
in such office from April2002 to April 2007. Prior to employment in Florida, Mr. Woodruff served in
various positions for the City of San Antonio, Texas, including serving as a Senior Budget and
Management Analyst in the Office of Management and Budget for the City of San Antonio from February
2000 to April 2002 and as a Budget and Management Analyst in such office from January 1998 to
February 2000. He also intemed with the U.S. Department of Commerce, the Intemational Affairs
Department for the City of San Antonio and the Mayor's Office for the City of San Antonio. Mr.
Woodruff received a Masters in Business Administration, in Intemational Business, from the University
of Texas at San Antonio and a Bachelor of Arts in History from the University of Texas at Austin.
Kathie G. Brooks, Assistant City Manager. Ms. Brooks was appointed an Assistant City
Manager for the City of Miami Beach, Florida in April 2013 and served the City as its interim City
Manager from July 2012 to April 2013. Prior to accepting her position in the offrce of the City Manager,
22
695
Ms. Brooks served as the City's Budget and Performance Improvement Director from 2004-2012. Prior
to joining the City, Ms. Brooks served in various capacities and senior level positions for Miami-Dade
County, Florida for two decades, including in the Miami-Dade County Budget Department from 2003-2004,
the Miami-Dade County Manager's Office of Performance lmprovement from 2001-2003, the Miami-Dade
County Solid Waste Department from 1989-2001 and in the Miami-Dade County Transit Department from
1984-1989. Prior to her service in govemment, Ms. Brooks was a transportation planner for the firm of
Schimpeler Corradino and Associates from 1980-1983. Ms. Brooks received her Bachelor and Master of
Arts in Geography from the University of Miami.
On September 10, 2015 the Chief Financial Officer and the Assistant Finance Director for the City
resigned from their respective positions. The Chief Financial Officer had served in her position for
eighteen (18) years and the Assistant Finance Director had been an employee of the City for seventeen (17)
years. No explanations were provided by either employee in connection with the submittal of their
resignations. However, the City Manager has stated that his decision to accept their resignations had
nothing to do with the performance of the City's Finance Department nor the financial status of the City.
Each position has been hlled by the City Manager's appointment of experienced City employees who will
serve in the position of Interim Chief Financial Officer and Interim Assistant Finance Director, respectively,
until permanent replacements are selected.
For more detailed information relating to the City, see "APPENDX A - General Information and
Economic Data Regarding the City of Miami Beach, Florida and Miami-Dade County, Florida."
PENSION AND OTHER POST EMPLOYMENT BENEFITS
Defined Benefit Plans
The City provides separate defined benefit pension plans for general employees of the City and for
the City's police and fire department personnel.
Emplovees' Retirement Plan
Plan Description All full-time employees of the City who work more than thirty (30) hours per
week and hold classified and unclassified positions, except for policemen and firemen and persons who
elected to join the defined contribution retirement plan sponsored by the City, are covered by the Miami
Beach Employees' Retirement Plan (the "Employee Plan"). A classified employee and/or an unclassified
employee is any person employed by the City on a regular basis who receives compensation from the City
for personal services and who is within a group or classification of employees designated by the Board of
Trustees of the Employee Plan as eligible for membership in the Employee Plan. The Employee Plan is
a single employer defined benefit pension plan that was established by the City Commission under
Ordinance number 2006-3504. Effective on March 18, 2006, the Employee Plan was created under and
by the authority of Chapter I 8691 , Laws of Florida, Act of 1937 , as amended, by merging the Retirement
System for General Employees of the City of Miami Beach, created by the City Commission pursuant to
Ordinance number 1901, with the Retirement System for Unclassified Employees and Elected Officials of
the City of Miami Beach, created by the City Commission pursuant to Ordinance number 88-2603, as
amended.
All full+ime classified and unclassified employees of the City, except those who joined the City's
defined contribution plan, must participate in the Employee Plan. See "PENSION AND OTHER POST
EMPLOYMENT BENEFITS - Other Retirement and Compensation Plans" herein. Membership in the
Employee PIan consisted of the following as of October 1,2013, the date of the latest accrual valuation:
23
696
Employee Plan Membership
lnactive plan members and beneficiaries currently receiving benefits
Inactive plan members entitled to benefits but not yet receiving them
Active plan members
Total members
1,055
125*
1.014
2_J9A
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report
for Fiscal Year Ended September 30,2014.
* Includes members of the Employee Plan who are enrolled in DROP (as hereinafter defined).
Plan Benefits. The Employee Plan provides retirement benefits as well as death and disability
benefits at three (3) different tiers, depending on (i) whether an employee is a member of one of the unions
representing employees of the City, (ii) which union the employee is a member of and (iii) when the
employee entered the Employee Plan. The first tier membership of the Employee Plan (the "Employee
Plan First Tier") includes any employee who became a member of the Employee Plan prior to the dates
which constitute the Employee Plan Second Tier. The second tier membership of the Employee Plan (the
"Employee Plan Second Tier") includes any employee who became a member of the Employee Plan on
or after (i) April 30, 1993 (but prior to September 30, 2010) for members of the American Federation of
State, County and Municipal Employees ("AFSCME") bargaining unit; (ii) August 1,1993 (but prior to
September 30, 2010) for members of the Government Supervisors Association of Florida ("GSA1i";
bargaining unit and members of the Employee Plan who are not included in any collective bargaining unit;
and (iii) February 21, 1994 (but prior to October 27,2010) for members of the Communications Workers
of America ("CWA") bargaining unit. The third tier membership of the Employee Plan (the "Employee
Plan Third Tier") includes any employee who became a member of the Employee Plan on or after (i)
September 30,2010 for members of AISCME, GSAF and members of the Ernployee Plan who are not
included in any collective bargaining unit; and (ii) October 27,2010 for members of CWA.
Classified members under the Employee Plan First Tier are eligible for normal retirement at age
fifty (50) and five (5) years of creditable service and are entitled to benefits of three percent (3%) of their
final average monthly eamings, multiplied by the first fifteen (15) years of creditable service, plus four
percent (4%) of their final average monthly earnings, multiplied by the years of creditable service in excess
of fifteen (15) years, with the total not to exceed ninety percent (90%) of the employee's final average
monthly eamings. Employee Plan First Tier unclassified members accrued four percent (4%) of their final
average monthly eamings for creditable service before October 18, 1992 and three percent (3o/o) per year
of creditable service after October 18,1992, with the total not to exceed eighty percent (80%) of their final
average monthly earnings.
Classified and unclassified members under the Employee Plan Second Tier are eligible for normal
retirement at age fifty-five (55) and five (5) years of creditable service and are entitled to benefits of three
percent (3%) of their final average monthly earnings multiplied by the employee's number of years of
creditable service, subject to a maximum of eighty percent (80%) of such employee's final average monthly
earnings.
Classified and unclassified members under the Employee Plan Third Tier are eligible for normal
retirement at age fifty-five (55) and at least thirty (30) years of creditable service, or age sixty-two (62) and
at least five (5) years of creditable service and are entitledto benefits of two and one-half percent (2.5%)
24
697
of their final average monthly eamings multiplied by the employee's number of years of creditable service,
subject to a maximum of eighty percent (80%) of such employee's final average monthly eamings. For
elected officials of the City, the City Manager or the City Attorney, the benefit is four percent (4%) of their
final average monthly earnings for each year of creditable service as an elected official, city manager or
city attorney, plus the retirement benefit as defined above for any other period of City employment, subject
to a maximum eighty percent (80%) of such employee's final average monthly earnings.
Any Employee Plan First Tier member who terminates employment may either request a refund
of their own contributions, plus interest, or receive their accrued benefit beginning at age fifty (50), if at
least five (5) years of creditable service have been completed. Any Employee Plan Second Tier member
who terminates employment after five (5) years of creditable service may either request a refund of their
own contributions, plus interest, or receive their accrued benefit beginning at age fifty-five (55). Any
Employee Plan Third Tier member who terminates employment after five (5) years of creditable service
but prior to the normal or early retirement date shall be eligible to receive a normal retirement benefit at
age sixty-two (62).
A Deferred Retirement Option Plan ("DROP") for the Employee Plan was enacted by the City
Commission on January 28,2009 pursuant to Ordinance 2009-3626. Under the DROP, first and second
tier members of the Employee Plan who have attained eligibility for normal retirement may continue
working with the City for up to three (3) years, while receiving a retirement benefit that is deposited into
a DROP account. Employee Plan Third Tier members may participate in a DROP account for up to five
(5) years. However, effectiveJuly 17,2013, Employee Planmembers of CWA who were hiredpriorto
October 27 ,2010, and members of the Employee Plan not included in any bargaining unit who were hired
prior to September 10, 2010, may elect to retire for the purposes of DROP but continue employment with
the City for up to sixty (60) months and have their monthly retirement benefit paid into a DROP account
during the DROP period. Effective October 1,2013, such benefit was also extended to Employee Plan
members of GSAF and, effective April 23,2014, was extended to Employee Plan members of A-FSCME
who were hired prior to September 30, 2010. The amount of the benefit is calculated as if the participant
had retired on the date of DROP commencement. Upon termination with the City, the accumulated value
of the DROP account is distributed to the participant and a member's creditable service, accrued benefit
and compensation calculation shall be frozen.
Employee Plan First Tier members and Employee Plan Second Tier members receive an annual
cost-of-living adjustment of two and one-half percent (2.5%). The cost-of-living adjustment is not payable
while members are in the DROP. For Employee Plan Third Tier members, the annual cost-ofJiving
adjustment is one and one-half percent (1.5%). As of September 30,2014, there were ninety-four (94)
members of the Employee Plan in the DROP and the value of the DROP investment was $7,434,014, which
is included in the Plan's net position. The DROP also allows for member loans. Approximately $165,000
of DROP loans for the Employee Plan were outstanding as of September 30,2014.
Contributions to the Emplovee Plan The City's policy is to contribute such amounts as are
necessary to maintain the actuarial soundness of the Employee Plan and to provide assets sufficient to meet
the benefits to be paid to the members of the Employee Plan. All first tier members are required to
contribute twelve percent (12%) of their covered salary to the Employee Plan. All second and third tier
members are required to contribute ten percent (10%\ of their covered salary to the Employee Plan.
For the Fiscal Year ended September 30, 2014, the City was required to make contributions of
$25,602,030 or 40.3Yo of covered payroll to the Employee Plan in accordance with actuarially determined
requirements computed through an actuarial valuation performed as of October 1,2013. For the Fiscal
Year ended September 30,2014, the employees contributed$7,373,407 and buybacks were $1,143,866.
25
698
Net Pension Liabili\t. The components of the City's net pension liability for the Employee Plan
as of September 30, 2014 were as follows:
Employee Plan Net Pension Liability
Total Employee Plan liability
Employee Plan's fiduciary net position
City net Employee Plan liability
s679,514,531
(516,387,785)
st63.l25JA4
Percentage of
Annual Pension Cost
Contributed
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report
for Fiscal Year Ended September 30,2014.
Set forth below is the progress made by the City accumulating sufficient assets to pay benefits of
the Employee Plan, when due.
Employee Plan Schedule of Employer Contributions
Fiscal Year
Ended
September 30
2012
2013
2014
Annual
Required
Contribution
$16,243,133
21,222,051
25,602,030
Annual
Pension Cost
$ I 6,3 12,068
21,222,051
25,602,030
100%
100
100
for Fiscal Year Ended
valuation dates, is as
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report
September 30,2014.
The funding status for the Employee Plan, as of the three (3) most recent
follows:
Employee Plan Funding Status
Valuation
Date
t0/l/l I
tullt2
tolUt3
Actuarial
Value of
Plan Assets
$425,781,050
421,376,041
440,912,751
Actuarial
Accrued
Liabilitv
$602,577,503
637,363,774
649,797,221
Unfunded
Actuarial
Accrued
Liability
(UAAL)
s176,796,453
215,997,733
208,884,470
Funded
Ratio
Annual
Covered
Pawoll
UAAL
asa
Percent of
Covered
Payroll
266.s%
332.0
328.8
70.7% $66,346,904
66.1 65,053,945
67.9 63,526,903
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report for Fiscal Year Ended September 30,2014,
City of Miami Beach Employees' Retirement PIan Actuarial Valuation Report as of October 1,2013 and City of
Miami Beach Employees' Retirement Plan Actuarial Valuation Report as of October 1,2012.
26
699
Police and Firefighters' Retirement Plan
Plan Description The pension fund for police officers and fire fighters employed by the City (he
"Police and Firefighters' Plan") is officially named the City Pension Fund for Firefighters and Police
Officers in the City of Miami Beach. The Police and Firefighters' Plan is a defined benefit pension plan
covering substantially all police officers and firefighters of the City, as established by Chapter 23414, Laws
of Florida, Special Acts of 1945, as amended. Members of the Police and Firefighters' Plan are divided
into three (3) tiers, based on whether they were hired prior to July 14,2010 ("Police and Firefighters' Plan
Tier One"), on or after July 14, 2010 but prior to September 30,2013 ("Police and Firefighters' Plan Tier
Two") or on or after September 30, 2013 ("Police and Firefighters' Plan Tier Three").
Membership in the Police and Firefighters' Plan consisted of the following as of October l, 2013,
the date of the latest accmal valuation:
Police and Firefighters' Plan Membership
Active members
Deferred vested members
Retired members
a. Service
b. Disabled
c. Beneficiaries
458
15
540*
58
98
696 696
1.169Total members
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report
for Fiscal Year Ended September 30,2014.
* Includes members of the Police and Firefighters' Plan who are enrolled in DROP.
Plan Benefits. Police and Firefighters' Plan Tier One members who were eligible to retire prior
to September 30,2013 may retire on a service retirement pension upon the attainment of age fifty (50) or,
ifearlier, the date when age and length ofcreditable service equals to at least seventy (70) years. Police
and Firefighters' Plan Tier One members eligible to retire on or after September 30,2013 may retire on
a service retirement pension upon the attainment of age fifty (50) or, if earlier, the date when the member
attains the age offorty-seven (47) and the length ofcreditable service equals to at least seventy (70) years.
Upon retirement, Police and Firefighters' Plan Tier One members who were eligible to retire prior
to September 30, 2013 will receive a monthly pension, payable for life, equal to three percent (3%) of the
member's average monthly salary, as defined in the Police and Firefighters' Plan ordinance, for each of
the first fifteen (15) years of creditable service and four percent @%) of the member's average monthly
salary for each year ofcreditable service in excess offifteen (15) years; provided, however, that the pension
benefit shall not exceed ninety percent (90%) of the member's average monthly salary. Police and
Firefighters' Plan Tier One members eligible to retire on or after September 30, 2013 will receive a
monthly pension, payable for life, equal to three percent (3%) of the member's average monthly salary, as
defined in the Police and Firefighters' Plan ordinance, for each of the first twenty (20) years of creditable
service and four percent (4%) of the member's average monthly salary for each year of creditable service
in excess of twenty (20) years; provided, however, that the pension benefit does not exceed eighty-five
27
700
percent (85%) of the member's average monthly salary. All Police and Firefighters' Plan members and
beneficiaries receiving a monthly pension as of September 30, 2010 will receive a2.5Yo increase in benefits
on October I of each year. Members that retire on or after September 30, 2010 will receive a 2.5Yo
increase in benefits annually on the anniversary date of the member's retirement.
Any Police and Firefighters' Plan Tier Two member may retire on a service retirement pension
upon the attainment of age fifty (50) or, if earlier, the date when the member aftains age forty-eight (48)
and the length of creditable service equals to at least seventy (70) years. Upon retirement, a Police and
Firefighters' Plan Tier Two member will receive a monthly pension, payable for life, equal to three percent
(3%) of the member's average monthly salary, as defined in the Police and Firefighters' Plan ordinance,
for each of the first twenty (20) years of creditable service and four percent (4%) of the member's average
monthly salary for each year of creditable service in excess of twenty (20) years; provided, however, that
the pension benefit shall not exceed eighty-five percent (85%) of the member's average monthly salary.
The average monthly salary of a Police and Firefighters' Plan Tier Two member is computed based on such
member's salary for the three (3) highest paid years prior to the date of retirement or the average of the
last three (3) paid years to such member prior to the date of retirement, whichever produces the greater
benefit after consideration of overtime limitations. All Police and Firefighters' Plan Tier Two retirees and
beneficiaries will receive a l.5o/o increase in benef,rts annually on the anniversary date of the member's
retirement.
The benefits for Police and Firefighters' Plan Tier Three members are the same as the ones
described in the immediately preceding paragraph for Police and Firefighters' Plan Tier Two members,
except the average monthly salary of a Police and Firefighters' Plan Tier Three member is computed based
on such member's salary for the five (5) highest paid years prior to the date of retirement or the average
of the last three (3) paid years to such member prior to the date of retirement, whichever produces the
greater benefit after consideration of overtime limitations.
Any member of the Police and Firefighters' Plan who becomes totally and permanently disabled
at any time as a result of illness or injury suffered in the line of duty may be retired on an accidental
disability pension. For a service connected disability, the minimum pension payable is eighty-five percent
(85%) of the member's monthly salary at the time of disability retirement, less any offset for worker's
compensation. Any Police and Firef,rghters' Plan member who becomes totally or permanently disabled
after five (5) years of creditable service as a result of illness or injury not suffered in the line of duty may
be retired on an ordinary disability retirement pension. Upon disability retirement, a Police and
Firefighters' Plan member receives a monthly pension equal to such member's service retirement benefits.
For a non-service connected disability, the pension benefit is the accrued benefit after five (5) years of the
member's creditable service. The Police and Firefighters' Plan also provides death benefits for
beneficiaries or members for service connected and non-service connected death.
If a Police and Firefighters' Plan member resigns or is lawfully discharged before retirement, such
member's contributions, with three percent (3%) interest per annum, are returned to that member. The
Police and Firefighters' Plan also provides a special provision for vested benefits for members who
terminate their employment after five (5) years of service. ln the altemative and in lieu of the normal form
of benefit, the Police and Firefighters' Plan member may, at any time prior to retirement, elect to receive
a lifetime retirement benefit with one hundred twenty (120) monthly payments guaranteed. If the Police
and Firefighters' Plan member should die before one hundred twenty (120) monthly payments are made,
benefits will continue to be paid to the member's designated beneficiary for the balance of the one hundred
twenty (120) month period. If the retired Police and Firefighters' Plan member is living after one hundred
twenty (120) monthly payments are made, the payments shall be continued for the member's remaining
28
701
lifetime. In case of termination of the Police and Firefighters' Plan, benefits accrued to members of the
Police and Firef,rghters' Plan are not subject to forfeit.
An active Police and Firefighters' Plan Tier One member may enter into a DROP on the first day
of any month after becoming eligible to retire. Upon becoming eligible to participate in the DROP, a
Police and Firefighters' Plan Tier One member may elect to enter that program for a period not to exceed
thirty-six (36) months. Police and Firefighters' Plan Tier One members who enter the DROP on or after
September 1,2012 shall be eligible to participate for a period not to exceed sixty (60) months. All Police
and Firefighters' Plan Tier One members shall receive a2.5o/o cost of living adjustment increase in benefits
annually on the anniversary date of the member's retirement. The exception is for Police and Firefighters'
Plan Tier One members who entered the DROP on or after September 1,2012 and before September 30,
2013. Those members shall receive a zero percent (0%) cost of living adjustment for the third and fourth
annual adjustment dates, regardless of whether the member remains in the DROP for the maximum sixty
(60) month period. Further, any member who exits the DROP within six (6) months following the date
of DROP entry shall be eligible to receive the 2.5Yo cost of living adjustment.
An active Police and Firefighters' Plan Tier Two member or Police and Firefighters' Plan Tier
Three member may enter into the DROP on the first day of any month after attainment of age fifty (50)
or, if earlier, the date when the member attains age forty-eight (48) and the age and length of creditable
service equals to at least seventy (70) years. Upon becoming eligible to participate in the DROP, a Police
and Firefighters' Plan Tier Two member or Police and Firefighters' Plan Tier Three member may elect to
enter that program for a period not to exceed sixty (60) months. All of such members shall receive a l.5oh
cost of living adjustment increase in benefits annually on the anniversary date of the member's retirement.
At September 30,2014, $15,135,801, the total amount of the DROP payable, represents the balance
of the self-directed participants as all of the participants are now in the self-directed DROP.
Contributions to the Police and Firefishters' Plan The City is required to contribute an actuarially
determined amount to the Police and Firefighters' Plan that, when combined with members' contributions,
will fully provide for all benefits as they become payable. All Police and Firefighters' Plan Tier One
members and Police and Firefighters' Plan Tier Two members are required to contribute ten percent (10%)
of their salary to the Police and Firefighters' Plan, while all Police and Firefighters' Plan Tier Three
members are required to contribute ten and one-half percent (10.5%) of their salary to the Police and
Firefighters' Plan. The actual contribution from the City and from the State of Florida for active employees
for the Fiscal Year ended September 30, 2014, was $35,960,326 and covered payroll, excluding DROP
members, was approximately $50,750,000. The contribution required from the City and the State of
Florida for the Fiscal Year ended September 30, 2014 was actuarially determined by the October 1,2012
valuation to be $35,960,326. The actuarially computed annual covered payroll used in the October 1,2012
valuation was $46,313,650. The annual pension cost was $35,960,326 for the Fiscal Year ended September
30,2014.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
29
702
Police and Firefighters'Plan Net Pension
Total Police and Firefighters' Plan liability
Police and Firefighters' Plan's fiduciary net position
City net Police and Firefighters' Plan liability
Liability
$991,506,019
(769,298,572)
$222.207.447
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report for
Fiscal Year Ended September 30,2014.
Set forth below is the progress made by the City accumulating sufficient assets to pay benefits of
the Police and Firefighters' Plan, when due.
Police and Firefighters' Plan Schedule of Employer Contributions
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report for Fiscal Year Ended
September 30,2014.
The funding status for the Police and Firefighters' Plan, as.of the three (3) most recent valuation
dates, is as follows:
Police and Firefighters'Plan Funding Status
Fiscal Year
Ended
September 30
2012
20t3
20t4
Annual
Required
Contribution
s36,297,459
39,492,050
35,960,326
Amual
Pension Cost
$36,297,459
39,492,050
35,960,326
Percentage of
Annual Pension Cost
Contributed
t00%
100
100
Annual
Covered
Pawoll
$49,186,724
46,313,650
47,164,032
Valuation
Date
r0lUtt
t0lUt2
tolUt3
Actuarial
Value of
Plan Assets
$53 I ,821 ,1 8l
545,067,653
663,233.4s4
Achrarial
Accrued
Liabilitv
$871,118,629
902,778,465
955,238,606
Unfunded
Actuarial
Accrued
Liability
(UAAL)
$339,297,448
357,710,812
292,005,152
Funded
Ratio
6t.t%
60.4
69_4
UAAL
asa
Percent of
Covered
Pawoll
689.8%
772.4
619. I
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report for Fiscal Year Ended September 30,2014,
September 30,2013 and September 30,2012.
30
703
Other Retirement and Compensation Plans
Firemen's and Police Relief and Pension Funds
The City's firefighters and police officers are members of two (2) separate non-contributory money
purchase benefit plans established under the provisions of Florida Stafutes, Chapters 175 and 185,
respectively. These plans are funded solely from proceeds of certain excise taxes levied by the City and
imposed upon property and casualty insurance coverage within City limits. The excise taxes, which are
collected from insurers by the State of Florida, are remitted to the Plans' Boards of Trustees. The City is
under no obligation to make any further contributions to the plans.
The excise taxes received from the State of Florida and remitted to the plans for the year ended
September 30, 2014 was $ 1 ,704,136 for firefighters and $7 59,678 for police officers. These payments were
recorded on the City's books as revenues and expenditures during the fiscal year. Plan benefits are
allocated to participants based upon their service during the year and the level of funding received during
the year. Participants are fully vested after ten (10) years of service with no benefits vested prior to ten
(10) years of service, except those prior to June 1983. All benefits are paid in a lump sum format, except
for the Police Relief Funds, where participants may also elect not to withdraw, or to partially withdraw,
his or her retirement funds.
Defined Contribution Retirement Plan - 401(a)
The City has a defined contribution retirement plan (the "Defined Contribution Plan") that was
created in accordance with Section 401(a) of the Intemal Revenue Code of 1986, as amended (the "Code").
The Defined Conkibution Plan provides retirement and other related benefits for eligible employees as an
option to the other retirement systems sponsored by the City. However, effective March 19,2006, the
Defined Contribution Plan was no longer offered to new employees of the City. Current employees are
still participating in the Defined Contribution Plan.
The Defined Contribution Plan is administrated by a Board of Trustees, which has the general
responsibility for the Plan's proper operation and management. The Defined Contribution Plan complies
with the provisions of section aOl (a) of the Code and may be amended by the City Commission. The City
has no fiduciary responsibility for the Defined Contribution Plan. Consequently, amounts accrued for
benefits are not recorded in the fiduciary fund.
Employees in the Defined Contribution Plan hired prior to February 21, 1994 are required to
contribute ten percent (10%) of their salary while employees hired after February 21, 1994 are required to
contribute eight percent (8%) of their salary. The City matches the employee's contribution one hundred
percent (100%). The Defined Contribution Plan of each employee is the immediate property of the
employee. Employees have a choice of plan administrators and are responsible for the investment of their
funds amongst choices of investment vehicles offered by their selected plan administrator.
Defined Contribution Plan information, as of and for the Fiscal Year ended September 30, 2014,
is as follows:
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
31
704
Defined Contribution Plan Information
Members in Defined Contribution Plan
City's contribution
Percentage of covered payroll
Employees' contribution
Percentage of covered payroll
$149,422
149,109
32
8.20%
8.18
Source:F"l:ii.if
?Ti,'r',lila::T3ffi".i'd"ff il*"AnnuarFinancialReport
Other Post Employment Benefits
Plan Description
ln accordance with Section 112.0801, Florida Statutes, the City is required to permit eligible
retirees and their eligible dependents to participate in the City's health insurance program at a cost to the
retirees that is no greater than the cost at which coverage is available for active employees. Although not
required by law, the City pays a portion of such cost of participation for its retirees. The City also provides
life insurance to the retirees. As with all govemmental entities providing similar plans, the City is required
to comply with the Govemmental Accounting Standard's Board Statement No. 45 - Accounting and
Financial Reporting by Employers for Postemployment Benefits Other than Pensions ("GASB 45"). GASB
45 applies accounting methodology similar to that used for pension liabilities to other post employment
benefits ("OPEB") and attempts to more fully reveal the costs of employment by requiring govemmental
units to include future OPEB costs in their financial statements. While GASB 45 requires recognition and
disclosure of the unfunded OPEB liability, there is no requirement that the liability of such plan be funded.
The City's single employer OPEB Plan (the "OPEB Plan") currently provides the following post
employment benefits:
(a) Health and Dental Insurance - Employees of the City hired prior to March 18, 2006
are eligible to receive a fifty percent (50%) health insurance contribution of the total premium cost.
At age sixty-five (65), if the retiree is eligible for Medicare Part B, the City contributes fifty
percent (50%) of the Medicare Part B payment. Employees hired after March 18, 2006, after
vesting in City's retirement plans, are eligible to receive an offset to the retiree premium equal to
$10 per year of credible service, up to a maximum of $250 per month until age sixty-five (65) and
$5 per year of credible service up to a maximum of $125, thereafter.
(b) Life Insurance - Employees of the City are eligible to receive a life insurance
benefit of $1,000 towards the cost of such insurance.
As of September 30, 2008, the City established an OPEB Trust (the "OPEB Trust") and began
funding its OPEB obligation. Stand alone financial statements for the OPEB Trust are not prepared. As
of October 1,2012, the date of the most recent actuarial valuation, OPEB Plan participation consisted of
the following:
32
705
OPEB Plan Participation
OPEB Plan Participants
Retirees receiving benefits
1,941
1,175
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report
for Fiscal Year Ended September 30,2014.
Fundins of OPEB Plan
The City has the authority to establish and amend the funding policy of the OPEB Plan. For the
Fiscal Year ended September 30, 2014, the City paid $7.9 million in OPEB benefits on a pay-as-go basis
and $915,000 to the OPEB Trust. The City's net OPEB obligation as of September 30,2014 was $47.2
million. The City intends to base future OPEB Trust contributions on the annual required contribution in
subsequent annual actuarial reports. However, no OPEB Trust contributions are legally or contractually
required.
The annual cost (expense) of the OPEB Plan is calculated based on the annual required
contribution, an amount actuarially determined in accordance with the parameters of GASB 45. The annual
required contribution represents a level of funding that, if paid on an ongoing basis, is projected to cover
the normal cost each year and amortize any unfunded actuarial liability over a period not to exceed thirty
(30) years. The following table shows the components of the City's annual OPEB cost for the year, the
amount actually contributed and the change in the net OPEB obligation.
OPEB Annual Costs and
Net Obligation for Fiscal Year 2014
Annual Required Contribution
lnterest on Net OPEB Obligation
Adjustrnent to Annual Required Contribution
Ar:nual OPEB Cost (expense)
Contributions Made
Net OPEB Obligation
Net OPEB Obligation - Beginning of Year
Net OPEB Obligation - End of Year
$16,490,000
3,099,000
(2,238,000)
17,351,000
8,882.000
9,469,000
38,733,000
$!l202.000.
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report
for Fiscal Year Ended September 30,2014.
Set forth below is a description of the progress made by the City in accumulating sufficient assets
to pay OPEB benefits, when due.
33
706
OPEB Annual Costs and Contributions
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report for Fiscal Year Ended September 30,
20t4.
OPEB Funding Status
Fiscal Year
Ended
September 30
2012
2013
20r4
Annual
OPEB Cost
$ 19,064,000
16,212,000
17,351,000
Contribution
$11,104,000
9,314,000
8,882,000
$194,823,000
172,338,000
181,642,000
Percent of
Annual OPEB
Cost Contributed
s8%
5l
5l
Net OPEB
Obligation
$30,835,000
38,733,000
47,202,000
Valuation
Date
t0l,/tt
t0llt2
tolt/13
Actuarial
Value of
Plan Assets
$14,136,000
19,015,000
22,167,000
Actuarial
Accrued
Liabilitv
$208,959,000
191,353,000
203,809,000
Participants
Covered
Pawoll
$ 107,418,169
108,263,028
107,951,095
UAAL
asa
Percent of
Participants
Covered
Pawoll
55 -lo/o
159.2
168.3
Unfunded
Actuarial
Accrued
Liability Funded(UAAL) Ratio
6.8%
9.9
10.9
Source: Cify of Miami Beach, Florida Comprehensive Annual Financial Report for Fiscal Year Ended September 30,2014,
September 30,2013 and September 30,2012.
TAX MATTERS
General
ln 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 lntemal Revenue Code of 1986, as amended (the "Code"), and is not an item of tax preference
for purposes of the federal altemative minimum tax imposed on individuals and corporations; and (ii) the
Series 2015 Bonds and the income thereon are exempt from taxation under the laws of the State of Florida,
except estate taxes imposed by Chapter 198, Florida Statutes, as amended, and net income and franchise
taxes imposed by Chapter 220, Florida Statutes, as amended. Bond Counsel expresses no opinion as to
any other tax consequences regarding the Series 2015 Bonds.
The opinion on tax mafters 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
34
707
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
purposes, 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 earned by certain corporations may be subject
to a federal corporate altemative minimum tax. In addition, interest on the Series 2015 Bonds may be
subject to a federal branch profits tax imposed on certain foreign corporations doing business in the United
States and to a federal tax imposed on excess net passive income of certain S corporations. Under the
Code, the exclusion of interest from gross income for federal income tax purposes may have certain adverse
federal income tax consequences on items of income, deduction or credit for certain taxpayers, including
financial institutions, certain insurance companies, recipients of Social Security and Railroad Retirement
benefits, those that are deemed to incur or continue indebtedness to acquire or carry tax-exempt obligations,
and individuals otherwise eligible for the earned income tax credit. The applicability and extent of these
and other tax consequences will depend upon the particular tax status or other tax items of the owner of
the Series 2015 Bonds. Bond Counsel will express no opinion regarding those consequences.
Payments of interest on tax-exempt obligations, including the Series 2015 Bonds, are generally
subject to IRS Form 1099-INT information reporting requirements. If a Series 2015 Bond owner is subject
to backup withholding under those requirements, then payments of interest will also be subject to backup
withholding. Those requirements do not affect the exclusion of such interest from gross income for federal
income tax purposes.
Bond Counsel's engagement with respect to the Series 2015 Bonds ends with the issuance of the
Series 2015 Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the City or
the owners of the Series 2015 Bonds regarding the tax status of interest thereon in the event of an audit
examination by the IRS. The IRS has a program to audit tax-exempt obligations to determine whether the
interest thereon is includible in gross income for federal income tax purposes. If the IRS does audit the
Series 2015 Bonds, under current IRS procedures, the IRS will treat the City as the taxpayer and the
beneficial owners of the Series 2015 Bonds will have only limited rights, if any, to obtain and participate
in judicial review of such audit. Any action of the IRS, including but not limited to selection of the Series
35
708
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 page of this Official Statement, and prospective
purchasers of the Series 2015 Bonds at other than their original issuance, should consult their own tax
advisers regarding other tax considerations such as the consequences of market discount, as to all of which
Bond Counsel expresses no opinion.
Risk of Future Legislative Changes and/or Court Decisions
Legislation affecting tax-exempt obligations is regularly considered by the United States Congress
and may also be considered by the State legislature. Court proceedings may also be filed, the outcome of
which could modifu the tax treatment of obligations such as the Series 2015 Bonds. There can be no
assurance that legislation enacted or proposed, or actions by a court, after the date of issuance of the Series
2015 Bonds will not have an adverse effect on the tax status of interest on the Series 2015 Bonds or the
market value or marketability of the Series 2015 Bonds. These adverse effects could result, for example,
from changes to federal or state income tax rates, changes in the structure of federal or state income taxes
(including replacement with another type of tax), or repeal (or reduction in the benefit) of the exclusion
of interest on the Series 2015 Bonds from gross income for federal or state income tax purposes for all or
certain taxpayers.
For example, recent presidential and legislative proposals would eliminate, reduce or otherwise alter
the tax benefits currently provided to certain owners of state and local government bonds, including
proposals that would result in additional federal income tax on taxpayers that own tax-exempt obligations
if their incomes exceed certain thresholds. lnvestors 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 2015 Bonds for federal income tax purposes for all or certain
taxpayers. In such event, the market value of the Series 2015 Bonds may be adversely affected and the
ability of holders to sell their Series 201 5 Bonds in the secondary market may be reduced. The Series 2015
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
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
36
709
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 alternative minimum tax. A purchaser of a Discount Bond in the initial
public offering at the price for that Discount Bond stated on the inside cover page of this Official Statement
who holds that Discount Bond to maturity will realize no gain or loss upon the retirement of that Discount
Bond.
Certain of the Series 2015 Bonds ("Premium Bonds") as indicated on the inside cover page of this
Official Statement were offered and sold to the public at a price in excess of their stated redemption price
at maturity (the principal amount). That excess constitutes bond premium. For federal income tax
purposes, bond premium is amortized over the period to maturity of a Premium Bond, based on the yield
to maturity of that Premium Bond (or, in the case of a Premium Bond callable prior to its stated maturity,
the amortization period and yield may be required to be determined on the basis of an earlier call date that
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 mahrrity) or other disposition of a Premium Bond,
the owner's tax basis in the Premium Bond is reduced by the amount of bond premium that is amortized
during the period of ownership. As a result, an owner may realize taxable gain for federal income tax
purposes from the sale or other disposition of a Premium Bond for an amount equal to or less than the
amount paid by the owner for that Premium Bond. A purchaser of a Premium Bond in the initial public
offering at the price for that Premium Bond stated on the inside cover page of this Official Statement who
holds that Premium Bond to maturity (or, in the case of a callable Premium Bond, to its earlier call date
that results in the lowest yield on that Premium Bond) will realize no gain or loss upon the retirement of
that Premium Bond.
Owners of Discount Bonds and Premium Bonds should consult their own tax advisers as to the
determination for federal income tqx purposes of the amount of OID or bond premium properly
accrusble or amortiztble in any period with respect to the Discount Bonds or Premium Bonds and as
to other federal tax consequences and the treatment of OID and bond premium for purposes of state and
local taxes on, or based on, income.
FINAI\CIAL STATEMENTS
Excerpts from the Comprehensive Annual Financial Report of the City of Miami Beach, Florida
for the Fiscal Year ended Septemb er 30, 2014 and the report of Crowe Horwath LLP, independent certified
public accountants ("Crowe Horwath"), in connection therewith, dated March 30, 2015, are included in
APPENDIX B to this Official Statement as part of the public records of the City. Such financial statements
and report contain information relating to the City and the Resort Tax Revenues.
The consent of Crowe Horwath 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.
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 City and the Resort Tax Revenues not later than
two hundred fofi Qa$ days following the end of each Fiscal Year, commencing with the Fiscal Year
ending September 30,2015 (the "Annual Report"), and to provide, or cause to be provided, notices of the
occrurence of certain enumerated events. The Annual Report and notices of events will be filed with the
37
710
Municipal Securities Rulemaking Board (the "MSRB"). Digital Assurance Certification, L.L.C. ("DAC")
will act as the initial disclosure dissemination agent for the City. The specific nature of the information
to be contained in the Annual Report and the notices of events is contained in "APPENDX F - Form of
Disclosure Dissemination Agent Agreement." These covenants have been made in order to assist the
Underwriters in complying with Rule 15c2-12 of the Securities and Exchange Commission.
On July 28,2014 Standard & Poor's Ratings Services ("S&P") announced that it had raised its
rating on the City's general obligation debt two (2) notches ,o "rd{*" from "AA-." The disclosure
agreements entered into by the City in connection with the issuance of various series of bonds (the
"Disclosure Agreements") require the City to provide, among other things, notice of rating changes
affecting such series of bonds. Notice of the ratings increase announced by S&P on July 28,2014 was not
provided by the City within the time periods established in the Disclosure Agreements. Such notice was
filed by DAC, on behalf of the City, with the MSRB on April 29, 2015 .
Documents required to be filed pursuant to the Disclosure Agreements are currently on file and
available electronically from the MSRB at http://emma.msrb.org/. Information regarding the Series 2015
Bonds and other outstanding bonds of the City may be found at the DAC intemet site,
"http//www.dacbon ."
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 City to
generate suff,rcient Resort Tax 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 D, dated and premised on law in
effect as of the date of issuance of the Series 2015 Bonds, will be delivered on the date of issuance of the
Series 2015 Bonds. The actual legal opinion to be delivered may vary from the form attached hereto to
reflect facts and law on the date of delivery. The opinion will speak only as of its date, and subsequent
distribution of it by recirculation of this Official Statement or otherwise shall create no implication that
Bond Counsel has reviewed or expresses any opinion conceming any of the matters referenced in the
opinion subsequent to its date ofissuance.
While Bond Counsel has participated in the preparation of certain portions of this Official
Statement, it has not been engaged by the City to confirm or verify such information. Except as may be
set forth in an opinion of Bond Counsel delivered to the Underwriters, Bond Counsel expresses and will
express no opinion as to the accuracy, completeness or faimess of any statements in this Official Statement,
or in any other reports, financial information, offering or disclosure documents or other information
pertaining to the City or the Series 2015 Bonds that may be prepared or made available by the City, the
Underwriters or others to the Holders of the Series 2015 Bonds or other parties.
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711
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 E to this Official Statement. The actual legal opinion to be delivered may vary from that text
if necessary to reflect facts and law on the date of delivery. The opinion will speak only as of its date, and
subsequent distribution of it by recirculation of this Official Statement or otherwise shall create no
implication that Disclosure Counsel has reviewed or expresses any opinion concerning any of the matters
referenced in the opinion subsequent to its date ofissuance.
Certain legal matters will be passed on for the City by Raul J. Aguila, Esquire, Miami Beach,
Florida, City Attomey. Moskowitz, Mandell, Salim & Simowitz, P.A., Fort Lauderdale, Florida, is serving
as counsel to the Underwriters.
The legal opinions and other letters of counsel to be delivered concurrently with the delivery of
the Series 2015 Bonds express the professional judgment of the attorneys rendering the opinions or advice
regarding the legal issues and other matters expressly addressed therein. By rendering a legal opinion or
advice, the giver of such opinion or advice does not become an insurer or guarantor of the result indicated
by that opinion, or the transaction on which the opinion or advice is rendered, or of the future performance
of parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of any legal
dispute that may arise out of the transaction.
ENFORCEABILITY OF REMEDIES
The remedies available to the owners of the Series 2015 Bonds upon the occurrence of a default
under the Resolution are in many respects dependent upon judicial actions which are often subject to
discretion and delay. Under existing constitutional and statutory law and judicial decisions, the remedies
specified by the Resolution and the Series 2015 Bonds may not be readily available or may be limited.
The various legal opinions to be delivered concurrently with the delivery of the Series 2015 Bonds
(including Bond Counsel's approving opinion) will be qualified, as to the enforceability of the various legal
instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws
affecting the rights of creditors enacted before or after such delivery and to general principles of equity
(whether sought in a court of law or equity).
RATINGS
[Moody's Investors Service, Inc. ("Moody's") and S&P are expected to assign ratings of "_,"
witha,,-outlook,',md..-,',witha,,-outloolg''respectively,totheSeries20l5
Bonds insured by the Bond Insurance Policy, with the understanding that upon delivery of such Series 2015
Bonds the Bond Insurance Policy insuring the payments, when due, of the principal of and interest on such
Series 2015 Bonds will be issued by the Bond Insurer. See "MUNICIPAL BOND INSURANCE" herein.
ln addition, Moody's has assigned to the Series 2015 Bonds a rating of "_," with a
outlook,,,andS&Phasassignedaratingof..-,,'witha,,-outloolg,,eachwithoutregard
to the issuance of the Bond Insurance Policy.l Such ratings and outlooks reflect the view of such
organizations. An explanation of the significance of such ratings and outlooks may be obtained only from
Moody's and S&P, respectively. An explanation of the rating and outlook assigned by Moody's may be
obtained from Moody's at 7 World Trade Center, 250 Greenwich Street, 23'd Floor, New York, New York
39
712
10007, (212) 553-0300. An explanation of the rating and outlook assigned by S&P may be obtained from
S&P at 55 Water Street, 38'h Floor, New York, New York 10041, (212) 438-2124.
There is no assurance that the rating and outlook provided by Moody's and S&P, respectively, will
continue for any given period of time or that they will not be revised downward or withdrawn entirely by
such rating agencies if, in their judgment, circumstances so warrant. Any such downward revision or
withdrawal of such ratings or outlooks may have an adverse effect on the market price of the Series 2015
Bonds.
UNDERWRITING
The Series 2015 Bonds are being purchased by Merrill Lynch, Pierce, Fenner & Smith
lncorporated, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Siebert Brandford Shank &
Co., L.L.C. (collectively, the "Underwriters"), subject to certain terms and conditions set forth in the
purchase contract between the City and the Underwriters, including the delivery of opinions on certain legal
matters relating to the issuance of the Series 2015 Bonds by Bond Counsel and the existence of no material
adverse change in the condition of the City from that set forth in the Official Statement.
The Series 2015 Bonds are being purchased at a purchase price of $(which
represents the $principal amount of the Series 2015 Bonds, [plus / minus a net
original issue premium / discount of $minus an Underwriters' discount of
$ ). The Series 2015 Bonds are offered for sale to the public at the prices and yields
set forth on the inside cover page of this Official Statement. The Series 2015 Bonds may be offered and
sold to certain dealers at prices lower than or yields higher than such offering prices and yields. After the
initial public offering, such public offering prices and yields may be changed, from time to time, by the
Underwriters.
Citigroup Global Markets Inc., one of the Underwriters of the Series 2015 Bonds, has entered into
a retail distribution agreement with each of TMC Bonds L.L.C. ("TMC") and UBS Financial Services Inc.
("UBSFS"). Under these disffibution agreements, Citigroup Global Markets lnc. may distribute municipal
securities to retail investors through the financial advisor network of UBSFS and the electronic primary
offering platform of TMC. As part of this arrangement, Citigroup Global Markets Inc. may compensate
TMC (and TMC may compensate its electronic platform member firms) and UBSFS for their selling efforts
with respect to the Series 2015 Bonds.
Morgan Stanley, parent company of Morgan Stanley & Co. LLC, the senior managing underwriter
of the Series 2015 Bonds, has entered into a retail distribution arrangement with its affrliate Morgan
Stanley Smith Barney LLC. As part of the distribution arrangement, Morgan Stanley & Co. LLC may
distribute municipal securities to retail investors through the financial advisor network of Morgan Stanley
Smith Bamey LLC- As part of this arrangement, Morgan Stanley & Co. LLC may compensate Morgan
Stanley Smith Bamey LLC for its selling efforts with respect to the Series 2015 Bonds.
SiebertBrandford 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.
The Underwriters and their respective affiliates are full service financial institutions engaged in
various activities, which may include sales and trading, commercial and investment banking, advisory,
40
713
investment management, investment research, principal investment, hedging, market making, brokerage and
other financial and non-financial activities and services. In the course of their various business activities,
the Underwriters and their respective affiliates, offrcers, directors and employees may purchase, sell or hold
a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit
default swaps and other financial instruments for their own account and for the accounts of their customers,
and such investment and trading activities may involve or relate to assets, securities and/or instruments of
the City (directly, as collateral securing other obligations or otherwise) and/or persons and entities with
relationships with the Agency. The Underwriters and their respective affrliates may also communicate
independent investment recommendations, market color or trading ideas and/or publish or express
independent research views in respect of such assets, securities or instruments and may at any time hold,
or recommend to clients that they should acquire, long and/or short positions in such assets, securities and
instruments.
The Underwriters, respectively, may have entered into agreements with other broker- dealers (that
have not been designated by the City as Underwriters) for the distribution of the Series 2015 Bonds at the
original issue prices. Such agreements generally provide that the relevant Underwriter will share a portion
of its underwriting compensation or selling concession with such broker-dealers.
FINANCIAL ADVISOR
RBC Capital Markets, LLC, St. Petersburg, Florida, is serving as Financial Advisor to the City and
has acted in such capacity with respect to the sale and issuance of the Series 2015 Bonds. The Financial
Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or to
assume responsibility for the accuracy, completeness or faimess of the information in this Official
Statement. RBC Capital Markets, LLC did not engage in any underwriting activities with regard to the
issuance and sale of the Series 2015 Bonds.
CONTINGENT FEES
The City has retained Bond Counsel, Disclosure Counsel and the Financial Advisor with respect
to the authoization, sale, execution and delivery of the Series 2015 Bonds. Payment of the fees of such
professionals and an underwriting discount to the Underwriters (including the fees of Underwriters'
Counsel) are each contingent upon the issuance ofthe Series 2015 Bonds.
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY LAWS
Section 517.051, Florida Statutes, as amended, and Rule 38400.003, Florida Administrative Code,
requires the City to disclose each and every default as to payment of principal and interest after December
31, 1975 with respect to obligations issued or guaranteed by the City. Rule 3E400.003 further provides,
however, that if the City in good faith believes that such disclosure would not be considered material by
reasonable investors, such disclosure may be omitted. The City has not defaulted on the payment of
principal or interest with respect to obligations issued or guaranteed by the City after December 31,1975
that would be considered material by a reasonable investor.
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 and the City Manager of the City will furnish
a certificate to the effect that nothing has come to their attention which would lead them to believe that
this Official Statement, as of its date and as of the date of delivery of the Series 2015 Bonds, contains an
4l
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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 oflicial and other sources
and, while not guaranteed by the City, is believed to be correct. To the extent that any statements made
in this Official Statement and the appendices attached hereto involve matters of opinion or of estimates,
whether or not expressly stated, they are set forth as such and not as representations of fact, and no
representation is made that any of the estimates will be realized.
This Official Statement has been duly executed and delivered by the Mayor and the City Manager
of the City of Miami Beach, Florida.
CITY OF MIAMI BEACH, FLORIDA
PHILIP LEVINE, Mayor
JIMMY L. MORALES, City Manager
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APPENDIXA
General Information and Economic Data
Regarding the City of Miami Beach, Florida
and Miami-Dade County, Florida
716
GENERAL INFORMATION RE GARDING
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 Resort Tax Revenues collected by the City, and other
amounts constituting Pledged Funds, 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. ln 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.
After the 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 crurently 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 westem 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. ln 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 govemment for its
unincorporated areas. In addition to the City, the municipalities in the County include the cities of Miami,
Hialeah and Coral Gables.
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POPULATION
The U.S. Census Bureau estimated the population of the City and of the County to be 91,026 and
2,641,866, respectively, in 2013. For 2014, the population in the County is estimated to be 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 Chanee CounW Percent Chanee
l 980
l 990
2000
2010
20t3*
20t4*
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
1,937,094
2,260,ooo
2,496,435
2,641,966
2,662,974
28.20
19.2
16.7
10.5
5.8
6.7
Source: U.S. Department of Commerce, Bureau of Census.
* Estimated as of July l, 2013 for City population and as of July l, 2014 for County population. Population
estimates for the City for 2014 are not yet available.
Population Breakdown
City of Miami Beach, f 990 - 2013
Age Group 1990 2010 2013*2000
Under l8
l8 and over
2l and over
65 and over
Median Age:
t4.zyo
85.8
83.1
23.4
44.5
13.40h
86.6
84.1
19.2
39.0
12.8%
87.2
84.9
16.2
40.3
15.6%
84.4
82. I
16.0
39.3
Source: U.S. Department of Commerce, Bureau of Census.
* 2013 is the most recent year for which information is available.
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GOVERNMENT
The City was incorporated as a municipal corporation on March 26,1915. The City operates under
a Commissionlcity Manager form of govemment. The City Commission consists of the Mayor and six
(6) Commissioners who serve as the policy-making body of the City. Authority is vested in the City
Commission to enact ordinances, hold public hearings, approve contracts, establish the City's budget and
tax assessments, and authorize construction of all public improvements.
The Mayor and City Commission are elected on a citywide, nonpartisan basis. Elections are held
in odd numbered years, with the Mayor elected to serve two-year terms with a limit of three (3) consecutive
terms. Commissioners are elected to serve four-year terms with a limit of two (2) consecutive terms. City
Commission terms are staggered so that not all Commissioners are up for re-election at the same time. On
a rotating basis, the City Commission selects one (1) of its members to serve as Vice Mayor for a three-
month term. The Mayor, who is the presiding officer at City Commission meetings, may vote on all
matters that come before the City Commission, but has no power of veto. The City Commission appoints
the City Manager, the City 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 effrcient and effective manner. ln 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 sfreets 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 9.6% higher than the median family income for the County in 2010 to being 20.70
higher in 2011.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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719
Estimated Median Family Incomes, 2009 - 2013(')
Calendar Year
City of
Miami Beach Percent Chanse
Miami-Dade
Countv Percent Change
2009
20t0
20tt
2012
2013Q)
$54,643
50,758
57,318
56,457
52,576
2.3%
(7.1)
12.9
(l.s)
(6.e)
$47,697
46,126
46,577
47,382
46,904
(7.8)%
(3.3)
1.0
1.7
(1.0)
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 11.1
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)
Miami-Dade State of
Yeal2) County % of U.S. Florida % of U.S. United States
2009
2010
20tt
20t2
2013(3)
$35,329
36,592
38,242
39,467
39,880
89.7%
91.2
90.3
89.3
89. l
$37,350
38,478
40,215
44,041
41,497
94.80
95.8
95.0
92.9
92.7
$39,379
40,144
42,332
44,200
44,765
(l)
(2)
Source: U.S. Department of Commerce, Bureau of Economic Analysis/Regional Economic Information System.
Information provided as of the last available update, dated November 20,2014.
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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720
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, 2014 and comparative data for the fiscal
year ended September 30, 2005.
City of Miami Beach Employment 2009 - 2014*
Labor Force 2009 2010 201t 2012 2013 2014
Labor Force Employed
Labor Force Unemployed
Total Labor Force
Unemployment Rate
42,447
4,315
46,762
9.2%
44,129
4,088
48,217
8.s%
46,295
3,237
49,532
6.s%
46,992
3,042
50,034
6.1%
47,630 49,191
2,477 2,344
50,107 51,535
4.9Yo 4.5o
Source: U.S. Department of Labor, Bureau of Labor Statistics.
* Data provided for December of each year. Data for years 2010
subject to change.
to 2014 represents provisional data, which is
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721
Miami-Dade County
Ten Largest Public Employers
2014 2005
Employers
Miami-Dade County Public Schools
Miami-Dade County
Federal Govemment
Florida State Govemment
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
Employees
33,477
25,502
19,200
17,100
9,797
3,997
3,534
3,250
2,500
2,390
Percentage
of Total
County
Employment
2.74%
2.08
1.57
1.40
0.80
0.33
0.29
0.27
0.20
0.20
Emplovees Rank
54,387 I
32,265 2
20,100 3
18,900 4
11,700 5
3,954 8
5,000 7
2,018 9
7,500 6
1,839 10
157.633.
Rank
I
2
J
4
5
6
7
8
9
l0
l2oJ47 9.88o/o
Source: City of Miami Beach Comprehensive Annual Financial Report for the Fiscal Year ended September 30,2014.
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722
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
20t4 2005
Emplovees Rank
9,079 2
10,300 I
9,000 3
3,665 9
Employees
12,818
1 1,353
1 1,031
3,500
3,500
3,321
3,01I
2,ggg
2,050
2,000
Percentage
of Total
County
Emplovment
1.05%
0.93
0.90
0.29
0.29
0.27
0.25
0.24
0.17
0.16
5,000
4,800
4,616
4,196
4,000
3,368
58.44.
Rank
I
2
3
4
5
6
7
8
9
10
4
5
6
7
8
10
5s.s73 4.s5%
Source: City of Miami Beach Comprehensive Annual Financial Report for the Fiscal Year ended September 30,2014.
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723
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
20ll
2012
2013
2014
12,837
12,226
12,729
I 1,056
10,277
10,188
I 1,159
12,580
13,898
13,972
$ 1,235,909,151
1,177,266,348
1,165,346,118
1,109,923,131
567,660,721
299,508,078
373,852,763
417,811,132
506,646,472
818,831,235
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.
Tax Roll Fiscal Year
Year as of Ended
Januarv I September 30
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
Debt Total School
Operating Service Direct District
Millaee Millaee Millaee Millaee
County State
Millaee Millaee Total
Overlaonins Rates
2005
2006
2007
2008
2009
2010
20tt
2012
2013
2014
2006
2007
2008
2009
20to
20ll
2012
2013
2014
2015
7.48t0
7.3740
5.6555
5.6555
5.6555
6.2155
6. l 655
6.0909
5.8634
5.7942
0.5920
0.2990
0.24t5
0.2375
0.2568
0.2870
0.2884
0.2568
0.2529
0.2295
8.0730
7.6730
5.8970
s.8930
s.9123
6.5025
6.4s39
6.3477
6.1163
6.0237
8.4380
8.1050
7.9480
7.7970
7.9950
8.2490
8.0050
7.9980
7.9770
7.9740
7.0348
6.8083
5.6711
5.9263
6.0051
6.6565
5.7695
s.6610
5.7980
5.9009
0.7355 24.2813
o.73ss 23.3218
0.6585 20.t746
0.6585 20.2748
0.658s 20.s709
0.6585 22.0665
0.4708 20.6992
0.4634 20.4701
0.4455 20.3368
0.4t87 20.3t73
Source: City of Miami Beach Comprehensive Annual Financial Report for the Fiscal Year ended September 30,2014 ard
Miami-Dade County Property Appraiser's Millage Tables.
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725
The following table summarizes the tax levies and collections in the City for the past ten (10) years.
City of Miami Beach, Florida
Property Tax Levies and Collections
Fiscal Years 2005 - 2014
Collected within
Fiscal Year of Lew
Tax Rol[ Fiscal Year Taxes
Year as of Ended Levied for
January I September 30 Fiscal Year
Collections
in
Percentage Subsequent
Amount of Levy Years
Total Collections to Date
Percentage
Amount of Levy
2004
2005
2006
2007
2008
2009
2010
20tl
20t2
2013
2005
2006
2007
2008
2009
2010
20tr
2012
2013
2014
$110,739,153
135,910,285
165,759,439
150,418,073
150,588,328
138,703,567
136,549,286
134,753,401
139,r33,369
143,266,670
$ 97,731,071
132,497,342
163,120,484
145,433,238
144,321,499
131,355,903
128,719932
129,572,373
134,848,787
141,551,552
88.25Yo $1,086,183
97.48 1,814,064
98.41 2,145,835
96.69 4,646,716
95.84 4,633,049
94.70 3,550,990
94.27 290,254
96.t6 125,152
95.62 3,403,910
97.53 N/A
$ 98,817,254 89.23%
134,301,406 98.82
165,266,3t9 99.70
150,079,954 99.78
148,954,548 98.92
134,906,893 97 .26
129,010,186 94.48
129,697,525 96.25
138,252,697 99.37
141,551,552 98.80
Source: City of Miami Beach Comprehensive Annual Financial
Miami-Dade County Property Appraiser's Office.
Report for the Fiscal Year ended September 30,2014 arrd
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726
The following tables summarize the ten (10) largest taxpayers in the City, the type of property
owned by such taxpayers and the assessed value ofsuch property 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 2Ol4
Taxpayer
Fountainbleau Florida Hotel LLC
MB Redevelopment Inc. / Loews 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
Taxable
Assessed
Value
s 327,5r3,062
229,900,000
200,811,436
186,802,731
112,960,000
I10,925,385
98,000,000
97,429,200
95,590,000
79,860,000
$IJl521,&14
Percentage of
City's Certified
Taxable
Assessed ValueTwe of Propertv
Hotel
Hotel
Apartments
lndustrial
Hotel
Hotel
Retail
Hotel
Apartments
Apartments
1.33%
0.93
0.81
0.76
0.46
0.45
0.40
0.40
0.39
0.32
025%
Source: 2013 Miami-Dade Counfy, 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.
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A-11
727
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
s143,400,000
I10,675,000
104,449,118
72,230,700
61,900,000
49,500,000
48,500,000
48,325,000
48,000,000
44.583.667
$23_!J53.485
Percentage of
City's Certified
Taxable
Assessed Value
1.020h
0.79
0.74
0.51
0.44
0.35
0.35
0.34
0.34
0.32
s.20%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 ovemight 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 at77Yo, 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 1% 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.
A-T2
728
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, culture, and professional services industries. The City
serves as host for several major television shows, including Bum 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. [n 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 in 2014 included Athleta & Intermix, with Lululemon, Zadiq and Voltaire and Kiko Milano
scheduled to join in 20 I 5. As of September 30 20 14, 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 International Auto Show, the
South Beach Comedy Festival, the Miami Beach lntemational 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, an area historically overlooked for significant projects by developers. Growth
management initiatives in the late 1990's resulted in more limited supply, somewhat reducing the exposure
of excess new residential inventory that was experienced in some other cities. Since the end of 2008, as
recessionary pressures eased on the economy, the City has 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 overnight visitor activity.
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729
City of Miami Beach, Florida
Convention Center Attendance and Overnight Visitors
Fiscal Years 2005 - 2014
Fiscal Year
Convention Center
Attendance
Ovemight
Visitors
Total Overnight
Visitor Soendine
2005
2006
2007
2008
2009
20t0
20tl
2012
20t3
20t4
N/A
649,671
707,133
889,695
632,700
708,875
661,625
661,327
589,663
737,954
5,300,000
5,143,740
4,994,053
4,963,569
5,3g3,og l
5,558,408
5,539,010
5,841,612
5,697,053
6,961,200
s 7,200,000,000
7,889,608,756
7,344,7t9,992
7,468,633,814
7,524,151,558
8,104,378,579
8,088,739,484
9,201340,602
t0,614,t59,967
10,500,000,000
Source: City of Miami Beach Finance Department.
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A-14
730
Orisin
Tourism and Visitor Activity
Domestic and International Overnight Visitors
Miami-Dade County Fiscal Years 2010 - 2014
(in 000)
Fiscal Year Ended Seotember 30.
20t0 20t1 20t2 2013 2014
Domestic Regions
Northeast
Southem
Midwest
Westem
Total Domestic Visitors
International Regions
South America
Caribbean
Central America
Europe
Canada
Other Intemational Regions
Total International Visitors
Total Overnight Visitors
Expenditures*
Domestic Ovemight Visitors
lntemational Overnight Visitors
Total Expenditures
3,196.0
1,568.5
1,220.6
558.9
6.948.s
2,836.8
688.5
525.1
1,306.5
587.4
11s.8
6.060.1
12.604)
$ 6,484.7
12.428.6
$l_E.el33
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
I19.8
6,495.7
)3A442
$ 7,088.7
14,528.6
$2re!_2.3
3,423.2
1,750.6
1,300.9
600.2
7,074.9
3,435.6
718.8
550.1
1,364.4
640.5
120.3
6.833.7
13.908 6
s 7,482.3
15.183.0
$us55]
3,401.4
1 ,781 .0
1,263.6
641.2
7.087.2
3,737.1
719.2
561.5
1,332.4
660.6
120.9
7 ,131.7
ll2r8.e.
s 7,839.9
15.954.1
$ru
3,520.1
1,833.1
1,270.8
679.2
7,303.2
3,659.0
755.0
59s.3
1,430.2
689.7
t30.7
7,260.0
1!.5632
$ 8,206.3
16,528.2
$2il34;
Source: Greater Miami Convention and Visitors Bureau.
* Average Daily Expenditures.
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A-15
731
Overnight Visitors by Region
Fiscal Years 2010 - 2014*
Fiscal Year Ended Seotember 30.
Resion 2010 20tt 2012 20t3 2014
Miami Beach
Downtown Miami
Airport Area
North Miami-Dade/Sunny Isle
South Miami-Dade
Coral Gables
Key Biscayne
Coconut Grove
Doral
Total
44.1o
18.7
13.8
9.5
5.8
5.4
2.5
1.3
N/A
)00%
4r.20
2t.7
13.0
9.8
5.8
5.7
2.4
0.8
0.7
190%
42.0%
t7.6
17.2
10.0
5.0
4.9
2.7
0.9
0.7
190%
43.20
18.I
16.5
10.8
4.7
4.2
1.3
0.5
0.9
w%
47.8%
t9.2
12.8
8.8
3.9
3.9
1.5
1.5
3.3
100%
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 intemal 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 international 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 Intemational Airport and the Port of Miami,
and Amtrak has a passenger station in the City of Miami. Tri-Rail, a 72-mile 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 lntemational Airport.
Miami International Airport
Miami International Airport is one of the busiest airports in the world for both passenger and cargo
traffic. It ranks twetfth (12'h) in the nation and trventy-fifth (25'h) in the world in passenger traffic and has
the second highest intemational passenger traflic in the United States. The airport ranks third (3'd) in the
A-16
732
nation and eleventh (11'h) in the world in tonnage of domestic and international cargo movement. During
Fiscal Year 2014 Miami lntemational Airport handled 40,844,964 passengers and 2,187,943 tons of air
freight. More than 88 airlines serve Miami Intemational Airport, flying 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 Department
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 39Yo of the total cargo
handled at the Port of Miami during Fiscal Year 2014.
In August 2014, access to the Port of Miami was increased by the opening of the PortMiami
Tunnel. The PortMiani Tunnel consist of two (2) parallel tunnels (one in each direction) that travel
undemeath Biscayne Bay connecting MacArthur Causeway on Watson Island with the Port of Miami on
Dodge Island. The PortMiami Tunnel provides direct access from highways I-95 and I-395, creating a
highly desired additional entrance to the Port of Miami and a major improvement in traffic flow in
downtown Miami. The PortMiarni Tunnel is expected to be a significant catalyst for future development
at the Port of Miami and in the downtown Miami area.
RECREATION
There are numerous parks and playgrounds in the City. Each park provides different amenities,
from tennis and bocce courts to swimming pools and tot lots, to Vita courses and barbecue pits. There are
four (4) Vita courses, two (2) public swimming pools, and numerous tennis courts, including the Holtz
Tennis Stadium, which hosts championship, professional and amateur 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.
ln 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.
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733
APPENDIX B
Excerpts from Comprehensive Annual Financial Report
of the City of Miami Beach, Florida
for the Fiscal Year Ended September 34,2014
734
APPENDIX C
The Bond Resolution
735
APPENDIX D
Proposed Form of Opinion of Bond Counsel
736
APPENDIXE
Proposed Form of Opinion of Disclosure Counsel
737
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
Resort Tax 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 Resort Tax 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. No. 2015-_adopted by the
Mayor and City Commission of the City on October _, 2015 (the "Bond Resolution"), as described in
the Official Statement dated November _, 2015 relating to the Series 2015 Bonds (the "Official
Statement"). All capitalized terms used in this opinion that are not defined herein and not normally
capitalized shall have the meaning ascribed to such terms in the Official Statement.
In connection with the issuance and delivery of this opinion, we have considered such matters of
law and fact and have relied upon such certificates and other information furnished to us as we have
deemed appropriate. We are not expressing any opinion or views herein on the authorization, issuance,
delivery or validity of the Series 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 authoization,
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 and binding 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 in connection with the issuance of the Series 2015 Bonds, the Financial Advisors for the City,
the Underwriters for the issuance of the Series 2015 Bonds and Moskowitz, Mandell, Salim & Simowitz,
P.A., Counsel to the Underwriters, in which the contents of the Official Statement and related matters were
discussed.
Solely on the basis of our participation in the preparation of the Official Statement, our examination
of certificates, documents, instruments and records relating to the City and the issuance of the Series 2015
Bonds and the above-mentioned discussions, nothing has come to our attention which would lead us to
E-l
738
City Commission of the
City of Miami Beach, Florida
Date of Delivery
Page 2
believe that the Official Statement (except for the financial, statistical and demographic data and
information in the Official Statement, including, without limitation, the appendices thereto, and the
information relating to DTC, its operations and the book-entry only system, 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 December _, 2015 and delivered
at the closing for the Series 2015 Bonds, satisfies the requirements set forth in Rule l5c2-12(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 conculrence, assumed and relied
on, without independent verification, the genuineness and authenticity of all signatures not witnessed by
us, the authenticity of a[[ documents, records, instruments and letters submitted to us as originals, the
conformity to originals of all items submitted to us as certified or photostatic copies, the legal capacity and
authority of the persons who executed such items, the accuracy of all warranties, representations and
statements of fact contained in the documents and instruments submitted to us, and the continuing accuracy
on this date of any certificates or other items supplied to us regarding the matters addressed herein. As
to questions of fact material to our opinions, we have relied upon and assumed the correctness of the public
records and certificates by, and representations of, public officials and other officers, and representatives
of the parties to this transaction. We have no actual knowledge of any factual information that would lead
us to form a legal opinion that the public records or certificates which we have relied upon contain any
untrue statement of a material fact.
The opinions expressed herein are based upon existing law as of the date hereof and we express
no opinion herein as of any subsequent date or with respect to any pending legislation. We assume no
obligation to supplement this opinion if any applicable laws change after the date hereof or if we become
aware of any facts that might change the opinions expressed herein after the date hereof. The opinions
expressed herein represent our professional judgment, are not a guarantee of result, and are limited to the
laws of the State of Florida and the United States of America.
The opinions expressed herein are furnished by us as Disclosure Counsel to our client, the City,
and solely for the use of the addressee named above. Such opinions shall not extend to, and may not be
relied upon by, any other persons, firms, or corporations without our express prior written consent. The
opinions expressed herein are limited to the matters set forth herein, and to the documents referred to
herein, and do not extend to any other agreements, documents or instruments executed by the City. No
other opinion should be infened beyond the matters expressly stated herein.
Respectfully submitted,
LAW OFFICES OF STEVE E. BULLOCK, P.A.
E-2
739
APPENDIXF
Form of Disclosure Dissemination Agent Agreement
740
[APPENDIX G
Form of Specimen Municipal Bond Insurance Policyl
741
CITY OF MIAMI BEACH, FLORIDA
Resort Tax Revenue Bonds,
Series 2015
BOND PURCHASE AGREEMENT
November
-2015
Mayor and City Commission
City of Miami Beactu Florida
1700 Convention Center Drive
Miami Beactu Florida 33139
Ladies and Gentlemen:
Merrill Ly..ku Pierce, Fenner & Smith Incorporated (the "Senior Managing
Underwriter"), acting on behalf of itself and Citigroup Global Markets Inc., Morgan Stanley &
Co., LLC and Siebert Brandford Shank & Co., LLC (collectively, with the Senior Managing
Underwriter, the "lJnderwriters"), offer to enter into this Bond Purchase Agreement (this
"Purchase Agreement") with the City of Miami Beach, Florida (the "City"), Ior the sale by the
City and the purchase by the Underwriters of the City's $Resort Tax Revenue
Bonds, Series 2015 (the "Series 2015 Bonds"). This offer is made subject to acceptance by the City
prior to 5:00 p.m. (Eastern Time) on the date hereof. Upon such acceptance, this Purchase
Agreement will be in full force and effect in accordance with its terms and will be binding on the
City and the Underwriters. If this offer is not so accepted, it is subject to withdrawal by the
Underwriters upon written notice delivered to the City at any time prior to such acceptance. In
conformance with Section 218.385, Florida Statutes, as amended, the Underwriters hereby
deliver the Disclosure and Truth-in-Bonding Statement attached hereto as Exhibit "A."
Capitalized terms used in this Purchase Agreement, but not defined, are used with the meanings
ascribed to them in the Bond Resolution hereinafter described.
The Senior Managing Underwriter represents that it is authorized on behalf of itself and
the other Underwriters to enter into this Purchase Agreement and to take any other actions that
may be required on behalf of the Underwriters.
SECTION 1.
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
(a)
742
(b)
City, and the City hereby agrees to sell to the Underwriters all (but not less than
all) of the Series 2015 Bonds for a purchase price equal to $100,431 ,270.05 (which
purchase price is the aggregate principal amount of the Series 2015 Bonds of
plus a net original issue premium of $and less an
Underwriters,discountof$-).ThepurchasepricefortheSeries2015
Bonds shall be payable to the City in immediately available funds.
In connection with the execution of this Purchase Agreement, the Senior
Managing Underwriter, on behalf of the Underwriters, has delivered to the City a
wire transfer credited to the order of the City in immediately available federal
funds in the aggregate amount of
Dollars ($-) (the "Good Faith Deposit"), which is being delivered to the
City 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 1(a). ln the event of the City's failure to deliver the
Series 20L5 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 ali claims by the Underwriters against the City arising out of the
transactions contemplated by this Purchase Agreement. In the event that the
Underwriters fail other than for a reason permitted under this Purchase
Agreement to accept and pay for the Series 2015 Bonds upon their tender by the
City at the Closing, the amount of the Good Faith Deposit shall be retained by the
City and such retention shall represent full liquidated damages and not a penalty,
for such failure and for any and all defaults on the part of the Underwriters and
the retention of such funds shall constitute a full release and discharge of all
claims, rights and damages for such failure and for any and all such defaults. It is
understood by both the City and the Underwriters that actual damages in the
circumstances as described in the preceding sentence may be difficult or
impossible to compute; therefore, the funds represented by the Good Faith
Deposit are a reasonable estimate of the liquidated damages in this type of
situation.
743
(c)The Series 2015 Bonds will be issued pursuant to the Constitution and the laws of
the State of Florida, in particular Chapter 67-930, Laws of Florida, Acts of 1.967 , as
amended, and Chapter 1.66, Florida Statutes, as amended from time to time, and
pursuant to the Miami Beach City Charter, as amended, and Chapter 102, Article
IV of the Miami Beach City Code, as amended, including as amended by an
ordinance (the "Resort Tax Ordinance") to be enacted by the Mayor and City
Commission of the City of Miami Beach, Florida (the "Commission") levying the
additional tax provided for in Section 5.03, Article IV of the Miami Beach City
Charter, as amended (collectively, the " Act"), and pursuant to the terms and
conditions of Resolution No. 2000-3582 adopted by the Mayor and City
Commission of the City of Miami Beach, Florida (the "Commission") on
November 21, 2007, and by Resolution No. 201,5-- adopted by the
Commission on October 21.,2015 (the "Bond Resolution"). The Series 2015 Bonds
will be secured as provided in the Bond Resolution. The Series 2015 Bonds shall
mafure 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 Miami
Beach Convention Center as described in the Bond Resolution (the "Series 2015
Project"), and (ii) pay costs of issuance of the Series 2015 Bonds[, including the
premium for a Reserve Account Insurance Policy]. 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.
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 dated the date hereof (the "Official Statement"); provided,
however, that the Underwriters reserve the right to make concessions to certain
dealers, certain dealer banks and banks acting as agents and to change such initial
public offering prices as the Underwriters shall deem necessary in connection
with the marketing of the Series 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 hereof, or (ii) one (1) business
day prior to the Closing date, in order to permit the Underwriters to comply with
Rule 15c2-12 (the "Rule") of the Securities and Exchange Commission ("SEC"), and
(d)
(e)
744
(0
the applicable rules of the Municipal Securities Rulemaking Board ("MSRB"), with
respect to distribution of the Official Statement
The Senior Managing Underwriter agrees to file the Official Statement with the
Electronic Municipal Market Access system ("EMMA") (accompanied by a
completed Form G-32) by the date of Closing. The filing of the Official Statement
with EMMA shall be in accordance with the terms and conditions applicable to
EMMA.
From the date hereof until the earlier of (i) ninety days from the "end of the
underwriting period" (as defined in the Rule), or (ii) the time when the Official
Statement is available to any person from the MSRB (but in no case less than
twenty-five (25) days following the end of the underwriting period), if any event
occurs or a condition or circumstance exists which may make it necessary to
amend or supplement the Official Statement in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, the party discovering such even! condition or occurrence shall notify
the other party and if, in the reasonable opinion of the City or the reasonable
opinion of the Senior Managing Underwriter, such event requires the preparation
and publication of an amendment or supplement to the Official Statement, the
City, at its expense, will promptly prepare an appropriate amendment or
supplement thereto, in a form and in a metnner 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 (bX4) of the Rule.
The City hereby approves and authorizes the delivery and distribution of the
Preliminary Official Statement dated as of November 5, 2015 (the "Preliminary
(g)
745
(a)
Official Statement") and the execution, delivery and distribution of the Official
Statement in substantially the form of the Preliminary Official Statement together
with such other changes, amendments or supplements as shall be made and
approved in writing by the Senior Managing Underwriter and the City prior to
the Closing in connection with the public offering and sale of the Series 2015
Bonds.
SECTION 2.
The City represents and warrants to and agrees with the Underwriters as follows:
The Bond Resolution and the Resort Tax Ordinance 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
Resort Tax Ordinance. On the date hereof, the Bond Resolution and the Resort
Tax Ordinance 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 Resort Tax Ordinance 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 Resort Tax
Revenues, for the payment of principal and interest on the Series 2015 Bonds on
parity and equal status with 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 therein, in the light of the circumstances
under which they were made, not misleading. ln addition, any amendments to
the Preliminary Official Statement and the Official Statement prepared and
fumished by the City pursuant hereto will not contain any untrue statement of a
material fact or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading. The Series 2015 Bonds, the Bond Resolution, the Resort Tax
Ordinance and the Disclosure Dissemination Agent Agreement relating to the
Series 2015 Bonds (the "Continuing Disclosure Agreement") conform to the
descriptions thereof set forth in the Official Statement.
The City is not in breach of or default under any applicable constitutional
provision, law or administrative regulation of the State of Florida or the United
(b)
(c)
746
(d)
States, or any agency or department of either, or any applicable judgment or
decree or any loan agreement, indenture, bond, note, resolution, agreement or
other instrument to which the City is a party or to which the City or any of its
properties or other assets is otherwise subject, and no event has occurred and is
continuing which, with the passage of time or the giving of notice, or both, would
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 Resort Tax
Revenues, including the City's receipts of the Resort Tax Revenues in the amount
contemplated by the Official Statemen! and the execution and delivery of the
Series 2015 Bonds and the Continuing Disclosure Agreement; and this Purchase
Contract and the adoption of the Bond Resolution, the adoption and/or enactment
of the Resort Tax Ordinance, and compliance with the provisions on the City's
part contained in each, will not conflict with or constitute a breach of or default
under any constitutional provision, law, administrative regulation, judgment,
decree, loan agreement, indenfure, bond, note, resolution, agreement or other
instrument to which the City is a party or to which the City or any of its properties
or other assets is otherwise subject, nor will any such execution, delivery,
adoption or compliance result in the creation or imposition of any lien, charge or
other security interest or encumbrance of any 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 (b)(1) of the Rule.
On the date hereoi the Commission is the governing body of the City and the
City is, and will be on the date of the Closing, duly organized and validly existing
as a municipality under the Act, with the power and authority set forth therein.
The City has full right, power and authority to issue, sell and deliver the Series
2015 Bonds to the Underwriters as described herein; to provide funds to finance
the Series 2015 Project; to have enacted and/or adopted the ordinances and/or
resolutions which established the rates, fees, charges and other tax income which
comprise the Resort Tax Revenues; to enter into this Purchase Agreement, and the
Continuing Disclosure Agreement (collectively, the "Bond Documents"), to issue
and deliver the Series 2015 Bonds as provided in this Purchase Agreement and
the Bond Resolution, to apply the proceeds of the sale of the Series 2015 Bonds for
the purposes described herein and in the Official Statement, to execute and
deliver the Bond Documents, and to carry out and consummate the transactions
contemplated by the aforesaid documents.
(e)
(0
747
(e)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 Statemenf 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 Resort Tax 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 position, results of operations or condition, financial or otherwise, of the
City or its Resort Tax Revenues 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 Resort Tax Ordinance, 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 31,
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, action, suit,
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
Commission, or the titles of the officers of the Commission to their respective
offices; (ii) seeking to prohibit, restrain or enjoin the sale, issuance or delivery of
the Series 2015 Bonds or the collection of the Resort Tax 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 decision, ruling or finding would
materially adversely affect the financial position of the City or the collections of its
Resort Tax Revenues or the validity or enforceability of the Series 2015 Bonds, the
(h)
(i)
(j)
(k)
748
(l)
Bond Resolution, the Resort Tax Ordinance or the Bond Documents; (iii)
contesting in any way the completeness or accuracy of the Official Statement; or
(iv) adversely affect the exclusion of interest on the Series 2015 Bonds from gross
income for federal income tax purposes.
When duly executed and delivered, the Series 2015 Bonds and the Bond
Documents will have been duly authorized, executed, issued and delivered and
will constitute valid and binding obligations of the City, enforceable in
accordance with their respective terms, except insofar as the enforcement thereof
may be limited by bankruptcy, insolvency or similar laws relating to the
enforcement of creditors' rights.
The City will fumish such information, execute such instruments and take such
other action in cooperation with the Senior Managing Underwriter as the Senior
Managing Underwriter may reasonably request to: (i) qualify the Series 2015
Bonds for offer and sale under the "blue sky" or other securities laws and
regulations of such states and other jurisdictions of the United States of America
as the Senior Managing Underwriter may designate; (ii) determine the eligibility
of the Series 2015 Bonds for investment under the laws of such states and other
jurisdictions; and (iii) continue such qualifications in effect so long as required for
the distribution of the Series 2015 Bonds; provided that the City will not be
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 Internal 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 Agreement, to
provide or cause to be provided to the MSRB certain annual financial information
and collection data as to the City and the Resort Tax Revenues, and certain notices
of material events, as more fully set forth in the Continuing Disclosure
Agreement. A description of the undertaking will be set forth in the Official
Statement.
The Financial Statements included in the Official Statement have been prepared
in accordance with generally accepted accounting principles applied on a
consistent basis with that of the audited combined financial statements of the City
and fairly present the financial condition and results of the operations of the City
at the dates and for the periods indicated.
(m)
(n)
(o)
(p)
(q)
749
(.)
(s)
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
statement, certificate, document or exhibit furnished to or to be furnished by the
City pursuant to this Purchase Agreement contains, or will contain on the Closing
date, any untrue statement of material fact.
Between the date of this Purchase Agreement and the date of Closing, the City
will not, without the prior written consent of the Senior Managing lJnderwriter,
offer or issue any bonds, notes or other obligations for borrowed money, and the
City will not incur any material liabilities, direct or contingent, nor will there be
any adverse change of a material nature in the financial position, results of
operations or condition, financial or otherwise, of the City, other than (i) as
contemplated by the Official Statement, or (ii) in the ordinary course of business.
(t)
(u)
(v)
(w)
SECTION 3.
On or before the acceptance by the City of this Purchase Agreement, the Underwriters
shall receive from the City certified copies of the Bond Resolution and the Resort Tax Ordinance.
SECTION 4.
At 10:00 a.m. (Eastern Time) on December 17,2015, or at such earlier or later time or date
as the parties hereto mutually agree upon (the "Closing"), the City will cause to be delivered to
the Underwriters, at the offices of Squire Patton Boggs (US) LLP ("Bond Counsel"), in the City of
Miami, Florida or at such other place upon which the parties hereto may agree, the documents
750
mentioned in Section 5(b) of this Purchase Agreement and shall release the Series 2015 Bonds, in
the form of one typewritten, fully registered bond with a CUSIP 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 Resolution, the Resort Tax Ordinance and the
Bond Documents will be in full force and effect and will not have been amended,
modified or supplemented, except as may have been agreed to in writing by the
Senior Managing Underwriter; (ii) the proceeds of the sale of the Series 2015
Bonds shall be applied as described in the Official StatemenU and (iii) the
Commission shall have duly adopted and there shall be in fulI force and effect,
resolutions as, in the opinion of Bond Counsel, shall be necessary in connection
with the transactions contemplated hereby;
(b) at or prior to the Closing, the Underwriters shall receive the following documents:
(ii)
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 E, either addressed to the Underwriters and the
City or accompanied by a letter addressed to the Underwriters indicating
that it may rely on said opinion as if it were addressed to them;
a supplemental opinion of Bond Counsel, dated the date of the Closing
and addressed to the Underwriters to the effect that: (A) they have
reviewed the statements in the Official Statement under the captions
,,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 2015
BONDS", and believe that, insofar as such statements purport to
summarize certain provisions of the Series 2015 Bonds and the Bond
Resolution, such statements present an accurate summary of such
provisions; (B) they have reviewed the statements in the Official Statement
under the caption "TAX MATIERS" and believe that such statements are
(i)
10
751
(iii)
accurate; and (C) the Series 2015 Bonds are exempt from the registration
requirements of the Securities Act of 1933, as amended (the "L933 Act")
and the Bond Resolution is exempt from qualification under the Trust
Indenture Act of 1.939, 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 they may rely on said opinion as if it were
addressed to them, in form and substance acceptable to the City and the
Underwriters, (i) to the effect that nothing has come to its attention which
leads it to believe that the 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 L933 Act and the Bond
Resolution is exempt from qualification under the 1939 Act;
the opinion of Raul Aguila, Esq., Counsel to the City, dated the date of
Closing and addressed to the Underwriters and the City, to the effect that:
(A) the Commission is the governing body of the City and the City is
validly existing as a municipality under the Act, with all corporate power
necessary to conduct the operations described in the Official Statement
and to carry out the transactions contemplated by this Purchase
Agreement; (B) the City has obtained all govemmental consents,
approvals and authorizations necessary for execution and delivery of the
Bond Documents, for issuance of the Series 2015 Bonds and for execution
and delivery of the Official Statement and consummation of the
transactions contemplated thereby and hereby; (C) the City has full legal
right power and authority to pledge and grant a lien on the Resort Tax
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 Resort Tax
Ordinance and approved the form, execution, 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 constitutes a valid and binding agreement of
the City, enforceable in accordance with its terms; (F) the information in
the Official Statement with respect to the City (excluding financial,
statistical and demographic information and information relating to DTC,
(iv)
11
752
(v)
as to which no opinion need be expressed) is, to the best knowledge of
such counsel after due inquiry with respect thereto, correct in all material
respects and does not omit any matter necessary in order to make the
statements made therein regarding such matters, in light of the
circumstances under which such statements are made, not misleading,
and, based on its participation as counsel to the City, such counsel has no
reason to believe that the Official Statement (excluding financial, statistical
and demographic information (and information relating to DTC)
contained as of its date or contains any untrue statement of a material fact
or omitted or omits to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading; (G) except as disclosed in the Official Statement
under the caption "LITIGATION," there is no action, suit, proceeding or
investigation at law or in equity before or by any cour! public board or
body pending or, to the best of knowledge of such counsel, threatened,
against or affecting the Commission or the City challenging the validity of
the Series 2015 Bonds, the Bond Resolution, the Resort Tax Ordinance, the
Bond Documents, or any of the kansactions contemplated thereby or by
the Official Statement, or challenging the existence of the City or the
respective powers of the several offices of the officials of the City or the
titles of the officials holding their respective offices, or challenging the
City's assessment or collection of the Resort Tax Revenues or the pledge of
the Resort Tax 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 thereoi under the circumstances contemplated thereby, do not
and will not in any material respect conflict with or constitute on the part
of the City a breach of or default under, or result in the creation of a lien on
any property of the City (except as contemplated therein) pursuant to any
note, mortgage, deed of tmst, indenfure, resolution or other agreement or
instrument to which the Commission or the City is a party, or any existing
law, regulation, court order or consent decree to which the Commission or
the City is subject;
a certificate, dated the date of Closing, signed on behalf of the City by the
Mayor and the City Manager of the City, setting forth such matters as the
Senior Managing Underwriter may reasonably require, including that
each of the representations of the City contained in Section 2 hereof were
true and accurate in all material respects on the date when made, has been
true and accurate in all material respects at all times since, and continues
to be true and accurate in all material respects on the date of Closing as if
made on such date; and stating that to the best of their knowledge, no
12
753
event affecting the City, the Series 2015 Project, the Resort Tax Revenues
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) letters from Moody's lnvestors Service, Inc. ("Moody'r") and Standard &
Poor's Ratings Services ("S&P") addressed to the City, to the effect that the
Series 2015 Bonds have been assigned ratings of " _" (_ outlook) and
"
-"
(- outlook), respectively, which ratings shall be in effect as of
the Closing date;
(viii) a customary authorization and incumbency certificate, dated the date of
Closing, signed by authorized officers of the Bond Registrar;
(ix) copies of the Blue Sky Survey and Legal lnvestment 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;
(x) 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;
the opinion of Moskowitz, Mandell, Salim & Simowitz, P.A., counsel to
the Underwriters, dated the date of Closing and addressed to the
Underwriters, and covering such matters as the Senior Managing
Underwriter may reasonably request;
(xii) Executed or certified copies of the Bond Documents; and
(xiii) such additional legal opinions, proceedings, instruments and other
documents as the Senior Managing Underwriter, IJnderwriters' Counsel
or Bond Counsel may reasonably request.
All of the opinions, letters, certificates, instruments and other documents mentioned in
this Purchase Agreement shall be deemed to be in compliance with the provisions of this
Purchase Agreement if, but only if, in the reasonable judgment of the Senior Managing
Underwriter and Underwriters' Counsel, they are satisfactory in form and substance.
(xi)
13
754
SECTION 5.
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 request; fees and disbursements of Bond
Counsel; fees and disbursements of the City's Financial Advisor; any accounting
fees; the Bond Registrar fees; fees of the rating agencies; and any other fees as
described in Schedule A-1 hereto. The City shall pay any expenses incurred by
the Underwriters on behalf of the City and its staff in connection with the
marketing, issuance and delivery of the Series 2015 Bonds, including, but not
limited to, meals, transportation 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.
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, if any, required
by the "blue sky" laws of various jurisdictions.
(b)
SECTION 8.
The City acknowledges and agrees that: (i) the kansactions 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
t4
755
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 if the Senior
Managing Underwriter notifies the City in writing of their election to do so between the date
hereof and the Closing if, at any time hereafter and on or prior to the Closing:
(a)A committee of the House of Representatives or the Senate of the Congress of the
United States shall have pending before it legislation, or a tentative decision with
respect to legislation shall be reached by a committee of the House of
Representatives or the Senate of the Congress of the United States of America, or
legislation shall be favorably reported by such a committee or be introduced, by
amendment or otherwise, in, or be passed by, the House of Representatives or the
Senate, or recommended to the Congress of the United States of America for
passage by the President of the United States of America, or be enacted by the
Congress of the United States of America, or .u-t 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 lntemal Revenue Service shall be made or proposed having the purpose or
effect of imposing federal income taxation, or any other event shall have occurred
which results in or proposes the imposition of federal income taxation, upon
revenues or other income of the general character to be derived by the City, any of
its affiliates, state and local governmental units or by any similar body or upon
interest received on obligations of the general character of the Series 2015 Bonds
which, in the Senior Managing Underwriter's opinion, materially and adversely
affects the market price of the Series 2015 Bonds.
Any legislation, 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 lJnderwriter's
reasonable opinion, materially adversely affects the market price of the Series
2015 Bonds.
A stop order, ruling, regulation, or official statement by, or on behalf of, the SEC
or any other govemmental agency having jurisdiction of the subject matter shall
be issued or made to the effect that the issuance, offering, or sale of obligations of
(b)
(c)
15
756
(d)
the general character of the Series 2015 Bonds, or the issuance, offering, or sale of
the Series 2015 Bonds, including all the underlying obligations, as contemplated
hereby or by the Official Statement, is in violation or would be in violation of any
provisions of the federal securities laws as amended and then in effect, including
without limitation the registration provisions of the 1933 Act, or the registration
provisions of the Securities Exchange Act of 1934 (the "1934 Act"), or the
qualification provisions of the 1939 Act.
Legislation shall be introduced by amendment or otherwise in, or be enacted by,
the Congress of the United States of America t or a decision by a court of the
United States of America shall be rendered to the effect that obligations of the
general character of the Series 2015 Bonds, including all the underlying
obligations, are not exempt from registration under or from other requirements of
the 1933 Act or the 1934 Act, or with the purpose or effect of otherwise prohibiting
the issuance, offering, or sale of obligations of the general character of the Series
2015 Bonds, as contemplated hereby or by the Official Statement.
Any event shall have occurred, or information shall have become known, which,
in the Senior Managing Underwriter's reasonable opinion, makes untrue it u.y
material respect any representation by or certificate of the City hereunder, or any
statement or information fumished to the Underwriters by the City for use in
connection with the marketing of the Series 2015 Bonds or any material statement
or information contained in the Official Statement as originally circulated
contains an untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading; provided, however, that the City
shall be granted a reasonable amount of time in which to cure any such untrue or
misleading statement or information.
Additional material restrictions not in force as of the date hereof shall have been
imposed upon trading in securities generally by any govemmental authority or
by any national securities exchange.
The New York Stock Exchange or any other national securities exchange, or any
govemmental authority, shall impose, as to Series 2015 Bonds or obligations of
the general character of the Series 2015 Bonds, any material restrictions not now
in force, or increase materially those now in force, with respect to the extension of
credit by, or a change to the net capital requirements of, the Underwriters.
A general banking moratorium or suspension or limitation of banking services
shall have been established by 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.
(e)
(0
(g)
(h)
t6
757
Any proceeding shall be pending, or to the knowledge of the Underwriters,
threatened, to restrain, enjoin, or otherwise prohibit the issuance, sale, or delivery
of the Series 2015 Bonds by the City or the purchase, offering, sale, or distribution
of the Series 2015 Bonds by the Underwriters, or for 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 20L5 Bonds by the Underwriters.
There shall have occurred any new outbreak or escalation of hostilities, any
declaration by the United States of war or any national or intemational calamity
or crisis, the effect of such outbreak, escalation, declaration, calamity or crisis
being such as would cause a major disruption in the municipal bonds market and
as, in the reasonable judgment of the Senior Managing Underwriter, would make
it impracticable or inadvisable for the Underwriters to market the Series 2015
Bonds or to enforce contracts for the sale of the Series 2015 Bonds.
Prior to Closing, any of the rating agencies which have rated the Series 2015
Bonds shall inform the City or the 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 downgrading,
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 20L5 Bonds or
the ability of the Underwriters to enforce contracts of the sale of the Series 2015
Bonds.
SECTION 1.0.
Any notice or other communication to be given under this Purchase Agreement may be
given by delivering the same in writing as follows:
(i)
0)
(k)
(t)
77
758
To the City at:
City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beactr, FL 33139
Attention: John Woodruff, Interim Chief Financial Officer
To the Underwriters (as the Senior Managing Underwriter, the representative on behalf
of the Underwriters) at:
Merrill Ly..tu Pierce, Fenner & Smith Lrcorporated
355 Alhambra Circle, Suite 1360
Coral Gables, Florida 33134
Attention: Jose R. Pagan
SECTION 1-1.
This Purchase Agreement is made solely for the benefit of the City and the Underwriters
(including the successors or assigns of the Underwriters), and no other person, 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 1-3.
This Purchase Agreement shall be govemed by and construed in accordance with the
laws of the State of Florida.
SECTION 14.
This Purchase Agreement may be executed i. *y number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
agreemen! such counterparts may be delivered by facsimile transmission.
[Signature Page to Follow]
18
759
If the foregoing is acceptable to you, please sign below and this Purchase Agreement will
become a binding agreement between the City and the Underwriters.
Very Truly Yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED, on behalf of itself and
CITIGROUP GLOBAL MARKETS INC.,
MORGAN STANLEY & CO., LLC and SIEBERT
BRANDFORD SHANK & CO., LLC
Name:Jose R. Pagan
Title : Authorized Representative
Accepted and confirmed as of the
date first above written:
CITY OF MIAMI BEACH, FLORIDA
Name: Philip Levine
Title: Mayor
By,
APPRO/ED AS TO
fOnr.ll &LANGUAGE
&FOB DGCUNON
f^o Cr'\-rst'
DdoCltyAitotneY
19
760
EXHIBIT A
(Disclosure and Truth-in-Bonding Statement)
CITY OF MIAMI BEACH, FLORIDA
Resort Tax Revenue Bonds
Series 2015
November
-2015
Mayor and City Commission
City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach, Florida 33139
Ladies and Gentlemen:
In connection with the proposed execution and delivery of the $- City of Miami
Beach, Florida Resort Tax Revenue Bonds, Series 2015 (the "Series 2015 Bonds"), Merrill Lynch,
Pierce, Fenner & Smith lncorporated (the "Senior Managing Underwriter"), acting on behalf of
itself and Citigroup Global Markets Inc., Morgan Stanley & Co., 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
Beach, Florida (the "City") and the Underwriters which will embody the negotiations in respect
thereof (the "Purchase Agreement").
The purpose of this letter is to furnish, pursuant to the provisions of Section 218.385,
Florida Stafutes, as amended, certain information in respect of the arrangements contemplated
for the underwriting of the Series 2015 Bonds as follows:
(a) The nature and estimated amounts of expenses to be incurred by the
Underwriters in connection with the purchase and reoffering of the Series 2015
Bonds are set forth in schedule A-1 attached hereto.
No person has entered into an understanding with the Underwriters or, to the
knowledge of the Underwriters, with the City for any paid or promised
compensation or valuable consideration, directly or indirectly, expressly or
implied, to act solely as an intermediary between the City and the Underwriters
(b)
Exhibit A-1
761
(d)
(c)
(e)
(0
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.
The total underwriting spread is $_ ($__J$1,000 of Bonds).
The Management Fee is $0 ($0/$1,000 of Bonds).
TheUnderwriters,Expensesare$-($/$1,000ofBonds).
No other fee, bonus or other compensation has been or will be paid by the
Underwriters in connection with the issuance of the Series 2015 Bonds to any
person not regularly employed or retained by the LJnderwriters, except
Underwriters' Counsel, Moskowitz, Mandell, Salim & Simowitz, P.A., as shown
on Schedule A-1 hereto, including any "finder" as defined in Section
218.386(1Xa), Florida Statutes, as amended.
The names and addresses of the Underwriters are:
Merrill Lynch, Pierce, Fenner & Smith Incorporated
355 Alhambra Circle, Suite 1360
Coral Gables, Florida 331,34
Attention: Jose R. Pagan
Citigroup Global Markets Inc.
100 North Tampa Street, Suite 3750
Tampa, Florida 33602
Attn: Kevin Dempsey
Morgan Stanley & Co., LLC
2400 East Commercial Blvd., Suite 1200
Fort Lauderdale, Florida 33308
Attn:J.W. Howard
Siebert Brandford Shank & Co., LLC
1025 Connecticut Avenue NW, Suite 1202
Washington, DC 20036
Attn:Jon Kim
(h)TheCityisproposingtoissue$-principalamountoftheSeries2015
Bonds, as described in the Official Statement dated November 5, 2015 relating to
the Series 2015 Bonds (the "Official Statement"). These obligations are expected
to be repaid over a period of approximately _ years. At a true interest cost rate
of _"/q total interest paid over the life of the Series 2015 Bonds will be
$_. Proceeds of the Series 2015 Bonds will provide funds, together with
(g)
Exhibit A-2
762
other available funds, to (i) pay the costs of certain capital improvements to the
Miami Beach Convention Center, and (ii) pay costs of issuance of the Series 2015
Bonds.
(i) The anticipated source of repayment or security for the Series 2015 Bonds is the
Resort Tax Revenues (as defined in the Bond Resolution, which in turn is defined
in the Purchase Agreement). Authorizing these obligations will result in an
aVerageannualamountofapproximately$-(totaldebtservicedivided
by _ years) of the aforementioned funds not being available each year to
finance the other services of the City over a period of approximately _ years,
with respect to the Series 2015 Bonds.
[Remainder of page intentionally left blank]
Exhibit A-3
763
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,
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED, on behaif of itself and
CITIGROUP GLOBAL MARKETS INC., MORGAN
STANLEY & CO., LLC and SIEBERTBRANDFORD
SHANK & CO., LLC
Name:Jose R. Pagan
Title: Authorized Representative
By,
Exhibit A-4
764
SCHEDULE " A-1"
DETAILED BREAKDOWN OF UNDERWRITERS' DISCOUNT
$_
CITY OF MIAMI BEACH, FLORIDA
Resort Tax Revenue Bonds
Series 2015
Soread Breakdown+
Average Takedown
Expenses
Total
Expense Breakdown
Underwriter's Counsel
DTC
Ipreo
CUSIP
Miscellaneous
Total
s/$1,000
$
$/s1.000
$
Amount
$
Amount
Schedule A-1
765
EXHIBIT B
$
CITY OF MIAMI BEACH, FLORIDA
Resort Tax Revenue Bonds
Series 2015
MATURITIES, PRINCIPAL AMOUNTS,INTEREST RATES, YIELDS AND PRICES
$_ Serial Bonds
Maturity Principal
(Seotember 1) Amount lnterest Rate Yield Price
$-
-%
Term Bond Due September 1,20 ; Yield
-%;
Price
-
* Yield and price to the first optional redemption date of September 1,20-.
Exhibit B-1
766
Redemption Provisions
Ootional Redemotion
The Series 2015 Bonds maturing on or before September 1., 20- are not subject to
redemption prior to maturity. The Series 2015 Bonds maturing on or after September 1,,20_are
subject to redemption prior to maturity, at the option of the City, on or after September L,20 ,
in whole or in part at any time, in any order of maturity selected by the City and by lot or by such
other manner as the Bond Registrar shall deem appropriate within a maturity, at a redemption
price equal to one hundred percent (100%) of the principal amount of the Series 2015 Bonds to be
redeemed, together with accrued interest to the date fixed for redemption and without premium.
Mandatorv Sinkins Fund Redemotion
The Series 2015 Bonds maturing on September 1, 20- are subject to mandatory sinking
fund redemption prior to maturity, in part, by lot or by such other manner as the Bond Registrar
shall deem appropriate, through the application of Amortization Requirements, at a redemption
price equal to one hundred percent (100%) of the principal amount thereof, on September 1 of
each year in the following amounts and in the years specified:
Due
(September 1)
Amortization
Reouirement+
* Final maturity.
Exhibit B-2
767
-8 1 3 1 -5280 I 2t AMERTCAS
DISCLOSURE DISSEMINATION AGENT AGREEMENT
This Disclosure Dissemination Agent Agreement (the "Disclosure Agreement"), dated as
of , 2015, is executed and delivered by the City of Miami Beach, Florida (the
"Issuer") and Digital Assurance Certification, L.L.C., as exclusive Disclosure Dissemination
Agent (the "Disclosure Dissemination Agent" or "DAC") for the benefit of the Holders
(hereinafter defined) of the Bonds (hereinafter defined) and in order to provide certain
continuing disclosure with respect to the Bonds in accordance with Rule 15c2-12 of the United
States Securities and Exchange Commission under the Securities Exchange Act of 1934, as the
same may be amended from time to time (the "Rule").
The services provided under this Disclosure Agreement solely relate to the execution of
instructions received from the Issuer through use ofthe DAC system and do not constitute
"advice" within the meaning of the Dodd-Frank Wall Street Reform and Consumer Protection
Act (the "Act"). DAC will not provide any advice or recommendation to the Issuer or anyone on
the Issuer's behalf regarding the "issuance of municipal securities" or any "municipal financial
product" as defined in the Act and nothing in this Disclosure Agreement shall be interpreted to
the contrary.
SECTION 1. Definitions. Capitalized terms not otherwise defined in this Disclosure
Agreement shall have the meaning assigned in the Rule or, to the extent not in conflict with the
Rule, in the Official Statement (hereinafter dehned). 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 (bX5Xi) of the Rule and specified in Section 3(a) of this Disclosure Agreement.
"Annual Report" means an Annual Report described in and consistent with Section 3 of
this Disclosure Agreement.
"Audited Financial Statements" means the financial statements (if any) of the Issuer for
the prior Fiscal Year, certified by an independent auditor as prepared in accordance with
generally accepted accounting principles or otherwise, as such term is used in paragraph (bx5)(i)
of the Rule and specified in Section 3(b) of this Disclosure Agreement.
"Bonds" means the bonds as listed on the attached Exhibit A, with the 9-digit CUSIP
numbers relating thereto.
"Certification" means a written certification of compliance signed by the Disclosure
Representative stating that the Annual Report, Audited Financial Statements, Voluntary Report,
Notice Event notice or Failure to File Event notice delivered to the Disclosure Dissemination
Agent is the Annual Report, Audited Financial Statements, Voluntary Report, Notice Event
notice or Failure to File Event notice required to be submitted to the MSRB under this Disclosure
Agreement. A Certification shall accompany each such document submitted to the Disclosure
Dissemination Agent by the Issuer and include the full name of the Bonds and the 9-digit CUSIP
numbers for all Bonds to which the document applies.
768
-81 31 -5280 l2l AMERTCAS
"Disclosure Dissemination Agent" means Digital Assurance Certification, L.L.C, acting
in its capacity as Disclosure Dissemination Agent hereunder, or any successor Disclosure
Dissemination Agent designated in writing by the Issuer pursuant to Section t hereof.
"Disclosure Representative" means the Chief Financial Officer of the Issuer or his or her
designee, or such other person as the Issuer shall designate in writing to the Disclosure
Dissemination Agent from time to time as the person responsible for providing Information to
the Disclosure Dissemination Agent.
"Failure to File Event" means the Issuer's failure to file an Annual Report on or before
the Annual Filing Date.
"Force Majeure Event" means: (i) acts of God, war, or terrorist action; (ii) failure or shut-
down of the Electronic Municipal Market Access system maintained by the MSRB; or (iii) to the
extent beyond the Disclosure Dissemination Agent's reasonable control, intemrptions in
telecommunications or utilities services, failure, malfunction or error of any telecommunications,
computer or other electrical, mechanical or technological application, service or system,
computer virus, intemrptions in Internet service or telephone service (including due to a virus,
electrical delivery problem or similar occuffence) that affect Internet users generally, or in the
local area in which the Disclosure Dissemination Agent or the MSRB is located, or acts of any
government, regulatory or any other competent authority the effect of which is to prohibit the
Disclosure Dissemination Agent from perfornance of its obligations under this Disclosure
Agreement.
"Holder" means any person (a) having the power, directly or indirectly, to vote or consent
with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds
through nominees, depositories or other intermediaries) or (b) treated as the owner of any Bonds
for federal income tax purposes.
"Information" means the Annual Financial Information, the Audited Financial Statements
(if any), the Notice Event notices, the Failure to File Event notices and the Voluntary Reports.
"MSRB" means the Municipal Securities Rulemaking Board established pursuant to
Section 15B(b)(1) of the Securities Exchange Act of 1934.
'Notice Event" means any of the events enumerated in paragraph (bX5Xi)(C) of the Rule
and listed in Section 4(a) of this Disclosure Agreement.
"Obligated Person" means any person, including the Issuer, who is either generally or
through an enterprise, fund, or account of such person committed by contract or other
arangement to support payment of all, or part of the obligations on the Bonds (other than
providers of municipal bond insurance, letters of credit, or other liquidity facilities).
"Official Statement" means that Official Statement prepared by the Issuer in connection
with the Bonds.
"Voluntary Report" means the information provided to the Disclosure Dissemination
Agent by the Issuer pursuant to Section 7"
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SECTION 2. Provision of Annual Reports.
(a) The Issuer shall provide, annually, an electronic copy of the Annual Report and
Certification to the Disclosure Dissemination Agent, not later than 30 days prior to the Annual
Filing Date. Promptly upon receipt of an electronic copy of the Annual Report and the
Certification, the Disclosure Dissemination Agent shall provide an Annual Report to the MSRB
not later than two hundred forty (240) days after the end of each Fiscal Year, commencing with
the Fiscal Year ended September 30,2015. Such date and each anniversary thereof is the Annual
Filing Date. The Annual Report may be submitted as a single document or as separate documents
comprising a package, and may cross-reference other information as provided in Section 3 of this
Disclosure Agreement.
(b) If on the fifteenth (15th) day prior to the Annual Filing Date, the Disclosure
Dissemination Agent has not received a copy of the Annual Report and Certification, the
Disclosure Dissemination Agent shall contact the Disclosure Representative by telephone and in
writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the Annual
Report pursuant to Section 2(a). Upon such reminder, the Disclosure Representative shall either
(i) provide the Disclosure Dissemination Agent with an electronic copy of the Annual Report and
the Certification no later than two (2) business days prior to the Annual Filing Date, or (ii)
instruct the Disclosure Dissemination Agent in writing that the Issuer will not be able to file the
Annual Report within the time required under this Disclosure Agreement, state the date by which
the Annual Report for such year will be provided and instruct the Disclosure Dissemination
Agent that a Failure to File Event has occurred and to immediately send a notice to the MSRB in
substantially the form attached as Exhibit B.
(c) If the Disclosure Dissemination Agent has not received an Annual Report and
Certification by 10:00 a.m. Eastern time on Annual Filing Date (or, if such Annual Filing Date
falls on a Saturday, Sunday or holiday, then the first business day thereafter) for the Annual
Report, a Failure to File Event shall have occurred and the Issuer irrevocably directs the
Disclosure Dissemination Agent to immediately send a notice to the MSRB in substantially the
form attached as Exhibit B, without reference to the anticipated filing date for the Annual
Report.
(d) If Audited Financial Statements of the Issuer are prepared but not available prior
to the Annual Filing Date, the Issuer may provide an electronic copy of its unaudited financial
statements to the Disclosure Dissemination Agent and shall, when the Audited Financial
Statements are available, provide in a timely manner an electronic copy of the Audited Financial
Statements to the Disclosure Dissemination Agent, accompanied by a Certification, in each case
for filing with the MSRB.
(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;
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(iiD upon receipt, promptly file each of the unaudited financial statements and
each of the Audited Financial Statements received under Section 2(d) with the MSRB;
(iv) upon receipt, promptly file the text of each Notice Event received under
Sections 4(a) and 4(b)(ii) with the MSRB, identifying the Notice Event as instructed by
the Issuer pursuant to Section 4(a) or 4(b)(ii) (being any of the categories set forth below)
when filing pursuant to the Section of this Disclosure Agreement indicated:
1. "Principal and interest payment delinquencies," pursuant to
Sections 4(c) and (a)(1);
2. "Non-Payment related defaults, if material," pursuant to Sections
4(c) and a@)Q);
3. "Unscheduled draws on debt service reseryes 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 Intemal Revenue
Service of proposed or final determinations of taxability, Notices of Proposed
Issue (IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the security, or other material events affecting the tax
status of the security," pursuant to Sections 4(c) and a@)$);
7 . "Modifications to rights of securities holders, if material," pursuant
to Sections 4(c) and a@)Q);
8. "Bond calls, if material, and tender offers" pursuant to Sections
4(c) and a(a)(8);
9. "Defeasances," pursuant to Sections 4(c) and 4(a)(9);
10. "Release, substitution, or sale of property securing repa5rment of
the securities, if material," pursuant to Sections 4(c) and a(a)(10);
1 1. "Rating changes," pursuant to Sections 4(c) and a(aX1 1);
12. "Bankruptcy, insolvency, receivership or similar event of the
obligated person," pursuant to Sections 4(c) and a@)Q2);
13. "The consummation of a merger, consolidation, or acquisition
involving an obligated person or the sale of all or substantially all of the assets of
the obligated person, other than in the ordinary course of business, the entry into a
definitive agreement to undertake such an action or the termination of a definitive
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agreement relating to any such actions, other than pursuant to its terms, if
material," pursuant to Sections 4(c) and 4(a)(13); and
14. "Appointment of a successor or additional trustee or the change of
name of a trustee, if material," pursuant to Sections 4(c) and a(a)(l4).
(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, identiffing the filing as "Failure to provide
annual information as required" when filing pursuant to Section 2(b)(ii) or Section 2(c) of
this Disclosure Agreement;
(vi) upon receipt, promptly file the text of each Voluntary Report received
under Section 7 with the MSRB.
(vii) provide the Issuer evidence of the filings of each of the above when made,
which shall be by means of the DAC system, for so long as DAC is the Disclosure
Dissemination Agent under this Disclosure Agreement.
(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 10:00
a.m. Eastern time on any business day that it is required to file with the MSRB pursuant to the
terms of this Disclosure Agreement and that is accompanied by a Certification and all other
information required by the terms of this Disclosure Agreement will be filed by the Disclosure
Dissemination Agent with the MSRB no later than 11:59 p.m. Eastern time on the same business
day; provided, however, the Disclosure Dissemination Agent shall have no liability for any delay
in filing with the MSRB if such delay is caused by a Force Majeure Event, provided that the
Disclosure Dissemination Agent uses reasonable efforts to make any such filing as soon as
possible.
SECTION 3. Content of Annual Reports.
(a) Each Annual Report shall
[with respect to Resort Tax Revenues] for
contain the following Annual Financial Information
the prior Fiscal Year: the information in the Official
" and tt ".Statement under the captions "
(b) Audited Financial Statements prepared in accordance with generally accepted
accounting principles ("GAAP") will be included in the Annual Report, but may be provided in
accordance with Section 2(d).
Any or all of the items listed above may be included by specific reference to other
documents, including official statements of debt issues with respect to which the Issuer is an
Obligated Person, which have been previously filed with the Securities and Exchange
Commission or available to the public on the MSRB Internet Website. If the document
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-81 31 -5280/2iAMERtCAS
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-payrnent related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial
difficulties;
4. Unscheduled draws on credit enhancements relating to the Bonds
reflecting financial 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 4(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
Obligated Person in a proceeding under the U.S. Banhuptcy Code or in any other proceeding under state
or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of
the assets or business of the Obligated Person, or if such jurisdiction has been assumed by leaving the
existing goyernmental body and fficials or oficers in possession but subject to the supervision and orders
of a court or governmental authority, or the entry of an order confirming a plan of reorganization,
arrangement or liquidation by a court or goyernmental authority having supervision or jurisdiction over
substantially all of the assets or business of the Obligated Person.
773
-81 31 -5280/2/AMERtCAS
13. The consummation of a merger, consolidation, or acquisition involving an
Obligated Person or the sale of all or substantially all of the assets of the Obligated
Person, other than in the ordinary course of business, the entry into a definitive agreement
to undertake such an action or the termination of a definitive agreement relating to any
such actions, other than pursuant to its terms, if material; and
14. Appointment of a successor or additional trustee or the change of name of
a trustee, if material.
The Issuer shall, in a timely manner not in excess of ten (10) business days after its occurrence,
notify the Disclosure Dissemination Agent in writing of the 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 identify the date the Issuer desires for the Disclosure
Dissemination Agent to disseminate the information (provided that such date is not later than the
tenth (10th) business day after the occurrence of the Notice Event).
(b) The Disclosure Dissemination Agent is under no obligation to notify the Issuer or
the Disclosure Representative of an event that may constitute a Notice Event. In the event the
Disclosure Dissemination Agent so notifies the Disclosure Representative, the Disclosure
Representative will within two business days of receipt of such notice (but in any event not later
than the tenth (10th) business day after the occurrence of the Notice Event, if the Issuer
determines that a Notice Event has occurred), instruct the Disclosure Dissemination Agent that
(i) a Notice Event has not occurred and no filing is to be made or (ii) a Notice Event has occurred
and the Disclosure Dissemination Agent is to report the occurrence pursuant to Section 4(c),
together with a Certification. Such notice or Certification shall identify the Notice Event that has
occurred (which shall be any of the categories set forth in Section 2(e)(iv) of this Disclosure
Agreement), include the text of the disclosure that the Issuer desires to make, contain the written
authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such
information, and identify the date the Issuer desires for the Disclosure Dissemination Agent to
disseminate the information (provided that such date is not later than the tenth (10th) business
day after the occurrence of the Notice Event).
(c) If the Disclosure Dissemination Agent has been instructed by the Issuer as
prescribed in subsection (a) or (bxii) of this Section 4 to report the occurrence of a Notice Event,
the Disclosure Dissemination Agent shall promptly file a notice of such occurrence with the
MSRB in accordance with Section 2(e)(iv) hereof.
SECTION 5. CUSIP Numbers. Whenever providing information to the Disclosure
Dissemination Agent, including but not limited to Annual Reports, documents incorporated by
reference to the Annual Reports, Audited Financial Statements, notices of Notice Events, Failure
to File Events and Voluntary Reports filed pursuant to Section 7(a), the Issuer shall indicate the
full name of the Bonds and the 9-digit CUSIP numbers for the Bonds as to which the provided
information relates.
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SECTION 6. Additional Disclosure Obligations. The Issuer acknowledges and
understands that other state and federal laws, including but not limited to the Securities Act of
1933 and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, may apply to the
Issuer, and that the failure of the Disclosure Dissemination Agent to so advise the Issuer shall not
constitute a breach by the Disclosure Dissemination Agent of any of its duties and
responsibilities under this Disclosure Agreement. The Issuer acknowledges and understands that
the duties of the Disclosure Dissemination Agent relate exclusively to execution of the
mechanical tasks of disseminating information as described in this Disclosure Agreement.
SECTION 7.Voluntarlz Reports.
(a) The Issuer may instruct the Disclosure Dissemination Agent to file information
with the MSRB, from time to time pursuant to a Certification of the Disclosure Representative
accompanying such information (a "Voluntary Report").
(b) Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from
disseminating any other information through the Disclosure Dissemination Agent using the
means of dissemination set forth in this Disclosure Agreement or including any other
information in any Annual Report, Audited Financial Statements, Voluntary Report, Notice
Event notice or Failure to File Event notice, in addition to that required by this Disclosure
Agreement. If the Issuer chooses to include any information in any Annual Report, Audited
Financial Statements, Voluntary Report, Notice Event notice, or Failure to File Event notice in
addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have
no obligation under this Disclosure Agreement to update such information or include it in any
future Annual Report, Audited Financial Statements, Voluntary Report, Notice Event notice or
Failure to File Event notice.
SECTION 8. Termination of Reportine 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 fulI 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
Issuer or DAC, the Issuer agrees to appoint a successor Disclosure Dissemination Agent or,
altemately, 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
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-81 31 -5280/2/AMERtCAS
Dissemination Agent may resign at any time by providing thirty days' prior written notice to the
Issuer.
SECTION 10. Remedies in Event of Default. In the event of a failure of the Issuer or
the Disclosure Dissemination Agent to comply with any provision of this Disclosure Agreement,
the Holders' rights to enforce the provisions of this Disclosure Agreement shall be limited solely
to a right, by action in mandamus or for specific performance, to compel performance of the
parties' obligation under this Disclosure Agreement. Any failure by a party to perform in
accordance with this Disclosure Agreement shall not constitute a default on the Bonds or under
any other document relating to the Bonds, including the Bond Resolution, and all rights and
remedies shall be limited to those expressly stated herein.
SECTION 11. Duties. Immunities and Liabilities of Disclosure Dissemination Agent.
(a) The Disclosure Dissemination Agent shall have only such duties as are
specifically set forth in this Disclosure Agreement. The Disclosure Dissemination Agent's
obligation to deliver the information at the times and with the contents described herein shall be
limited to the extent the Issuer has provided such information to the Disclosure Dissemination
Agent as required by this Disclosure Agreement. The Disclosure Dissemination Agent shall
have no duty with respect to the content of any disclosures or notice made pursuant to the terms
hereof. The Disclosure Dissemination Agent shall have no duty or obligation to review or veriff
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 extemal) of its own choosing in the event of any disagreement or
controversy, or question or doubt as to the construction of any of the provisions hereof or its
respective duties hereunder, and shall not incur any liability and shall be fully protected in acting
in good faith upon the advice of such legal counsel. The reasonable fees and expenses of such
counsel shall be payable by the Issuer.
(c) All documents, reports, notices, statements, information and other materials
provided to the MSRB under this Disclosure Agreement shall be provided in an electronic format
and accompanied by identiffing 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
9
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-8 1 3 1 -5280 I 2t AMERTCAS
Disclosure Agreement and any provision of this Disclosure Agreement may be waived, if such
amendment or waiver is supported by an opinion of counsel expert in federal securities laws
acceptable to both the Issuer and the Disclosure Dissemination Agent to the effect that such
amendment or waiver does not materially impair the interests of Holders of the Bonds and would
not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or
waiver had been effective on the date hereof but taking into account any subsequent change in or
official interpretation of the Rule; provided neither the Issuer or the Disclosure Dissemination
Agent shall be obligated to agree to any amendment modifying their respective duties or
obligations without their consent thereto.
Notwithstanding the preceding paragraph, the Disclosure Dissemination Agent shall have
the right to adopt amendments to this Disclosure Agreement necessary to comply with
modifications to and interpretations of the provisions of the Rule as announced by the Securities
and Exchange Commission from time to time by giving not lqss than 20 days written notice of
the intent to do so together with a copy of the proposed amendment to the Issuer. No such
amendment shall become effective if the Issuer shall, within 10 days following the giving of such
notice, send a notice to the Disclosure Dissemination Agent in writing that it objects to such
amendment.
SECTION 13. Sources of Payments: No Personal Liability. Notwithstanding anything to
the contrary contained in this Disclosure Agreement, the Issuer shall be required to use only Resort
Tax Revenues to pay any costs and expenses to be incurred in the performance of this Disclosure
Agreernent by it, and the performance of its obligations hereunder shall be subject to the availability
of Resort Tax Revenues for that purpose. This Disclosure Agreement does not and shall not
constitute a general obligation of the Issuer. No covenant, stipulation, obligation or agreement of
the Issuer contained in this Disclosure Agreement shall be deerned 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. Governing Law. This Disclosure Agreement shall be governed by the
laws of the State of Florida.
SECTION 16. Countemarts. 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.
10
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The Disclosure Dissemination Agent and the Issuer have caused this Disclosure
Agreement to be executed, on the date first written above, by their respective officers duly
authorized.
DIGITAL ASSURANCE CERTIFICATION,
L.L.C, as Disclosure Dissemination Agent
By:
Name:
Title:
CITY OF MIAMI BEACH, FLORIDA,
as Issuer
By:
John Woodruff
Interim Chief Financial Officer
APPRO/EDASTO
FORM & IANGUAGE
& FOR EGCI.ITION
CltyArbrnsy Rnf Dds -
11
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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: Resort Tax Revenue Bonds, Series 2015
Date of Issuance:
Date of Official Statement:
CUSIP Numbers:
2015
201s
A-1
779
4131-5280t2tAMERtCAS
EXHIBIT B
NOTICE TO MSRB OF FAILURE TO FILE ANNUAL RE,PORT
Issuer:City of Miami Beach, Florida
Obligated Person: City of Miami Beach, Florida
Name of Bond Issue: Resort Tax Revenue Bonds, Series 2015
Date of Issuance:,2015
NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with
respect to the above-named Bonds as required by the Disclosure Dissemination Agent
Agreement, dated as of , 2015, between the Issuer and Digital Assurance
Certification, L.L.C., as Disclosure Dissemination Agent. The Issuer has notified the Disclosure
Dissemination Agent that it anticipates that the Annual Report will be filed by
Dated:
Digital Assurance Certification, L.L.C., as
Disclosure Dissemination Agent, on behalf
of the Issuer
cc: City of Miami Beach, Florida
B-1
780
RESOLUTION NO.
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA AUTHORIZING THE ISSUANCE OF NOT
TO EXCEED $8O,OOO,OOO IN AGGREGATE PRINCIPAL AMOLINT OF CITY
OF MIAMI BEACH, FLORIDA PARKING REVENUE BONDS, SERIES 2015,
FOR THE PRINCIPAL PURPOSE OF PAYING THE COST OF CERTAIN
IMPROVEMENTS TO THE PARKING SYSTEM, PURSUANT TO SECTION
209 OF RESOLUTION NO. 2010-27491 ADOPTED BY THE CITY ON
SEPTEMBER 20, 2010; PROVIDING THAT SAID SERIES 2015 BONDS AND
INTEREST THEREON SHALL BE PAYABLE SOLELY AS PROVIDED IN
SAID RESOLUTION NO. 2OIO-27491 AND THIS RESOLUTION;
PROVIDING CERTAIN DETAILS OF THE SERIES 2OI5 BONDS;
DELEGATING OTHER DETAILS AND MATTERS IN CONNECTION WITH
THE ISSUANCE OF THE, SERIES 2015 BONDS, INCLUDING WHETHER
THE SERIES 2015 BONDS SHALL NOT BE SECURED BY THE RESERVE
ACCOLINT AND WHETHER TO SECURE A CREDIT FACILITY AND/OR A
RESERVE ACCOLINT INSURANCE POLICY, TO THE CITY MANAGER,
WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN;
APPOINTING LINDERWzuTERS, 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 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
SERIES 2015 BONDS AND CREATING CERTAIN FUNDS, ACCOLINTS
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 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 Parking System (as such term and all other capitalized terms used in this resolution
and not defined herein are defined in the hereinafter described Original Resolution); and
WHEREAS, the City has heretofore issued its (i) $17,155,000 original principal amount
of City of Miami Beach, Florida Parking Revenue Refunding Bonds, Series 2010A, currently
Outstanding in the principal amount of $10,395,000, and (ii) $27,405,000 original principal
003 -4 43O -s4 4 6 I 2 lAM E R r CAS
781
amount of City of Miami Beach, Florida Parking Revenue Bonds, Series 2010B, all of which are
currently Outstanding, pursuant to Resolution No. 2010-27491 adopted by the Commission on
September 20,2010 (the "Original Resolution" and as amended and supplemented from time to
time, the "Bond Resolution"); and
WHEREAS, the City has determined that certain improvements to the Parking System as
more particularly described in Exhibit A attached hereto and made a part hereof (the "Series
2015 Project") are necessary and desirable; and
WHEREAS, Section 209 of the Original Resolution provides for the issuance of
Additional Bonds under the Bond Resolution for the principal purpose of paying all or any part
of the Cost of any Improvements, upon meeting certain conditions contained in said Section 209;
and
WHEREAS, the Series 2015 Project constitutes Improvements under the Bond
Resolution; and
WHEREAS, the City has determined that it is desirable to issue Additional Bonds (the
"Series 2015 Bonds") pursuant to the provisions of Section 209 of the Original Resolution and
this resolution, which constitutes a Series Resolution for the Series 2015 Bonds under the Bond
Resolution, for the purpose of paying, together with any other available moneys of the City, the
Cost of the Series 2015 Project and funding as necessary the Reserve Account; and
WHEREAS, the Commission has determined that it is in the best interest of the City to
delegate to the City Manager, who shall rely upon the recommendations of the Chief Financial
Officer and RBC Capital Markets, LLC, formerly RBC Capital Markets Corporation, the City's
Financial Advisor, the determination of various terms of the Series 2015 Bonds, whether the
Series 2015 Bonds shall not be secured by the Reserve Account, whether to secure a Credit
Facility and/or Reserve Account Insurance Policy with respect to the Series 2015 Bonds, the
final award of the Series 2015 Bonds and certain other actions in connection with the issuance of
the Series 2015 Bonds, all as provided and subject to the limitations contained herein; and
WHEREAS, the City has determined that due to the character of the Series 2015 Bonds,
current favorable market conditions, the uncertainty inherent in a competitive bidding process
and the recommendations of the Financial Advisor, it is in the best interest of the City to
authorize the negotiated sale of the Series 2015 Bonds; and
WHEREAS, in connection with the issuance of the Series 2015 Bonds, the requirements
of Ordinance No. 2007 -3582, adopted by the Commission on November 21, 2007 , including the
holding of two public hearings, have been complied with prior to the adoption of this Series
Resolution;
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA:
SECTION 1. The above recitals are incorporated herein as findings.
003 -4 430 -5 4 46 / 2 IAM E R rCAS
782
SECTION 2. A Series of Additional Bonds of the City in an aggregate principal amount
not to exceed $80,000,000 is authorizedto be issued pursuant to, and subject to the conditions of,
Section 209 of the Original Resolution and the authority granted to the City by the Act, for the
purpose of paying, togetherwith any other available moneys, the Cost of the Series 2015 Project
and funding as necessary the Reserve Account. The Series 2015 Bonds shall be designated "City
of Miami Beach, Florida Parking Revenue Bonds, Series 2015," shall be issued as Current
Interest Bonds, shall be issued in fully registered form as provided in Section 202 of the Original
Resolution, shall be in the denominations of $5,000 or any whole multiple thereof and shall be
numbered R-1 upwards.
The Series 2015 Bonds shall be issued in such aggregate principal amount, shall be dated
and issued at such time or times, shall be in the form of Serial Bonds and/or Term Bonds, shall
have such Interest Payment Dates, shall bear interest at such fixed rates, but not to exceed the
maximum rate permitted by law, shall be stated to mature on such dates, but not later than
September 30,2045, as to any Term Bonds, shall have Amortization Requirements payable in
such amounts and on such dates, and shall be subject to redemption prior to maturity, all as shall
be determined by the City Manager, after consultation with the Chief Financial Officer and the
Financial Advisor, and specified in a certificate of the Mayor executed on or prior to the date of
initial issuance of the Series 2015 Bonds (the "Series 2015 Mayor's Certificate"). Term Bonds,
if any, will be subject to mandatory redemption at par, without premium, each year in amounts
equal to the respective Amortization Requirements therefor. Principal of and interest and
redemption premium, if any, on the Series 2015 Bonds shall be payable in accordance with the
provisions of the Bond Resolution. The execution of the Series 2015 Mayor's Certificate shall
be conclusive evidence of the City's approval of the details of the Series 2015 Bonds.
If the City Manager determines, in reliance upon the recommendations of the Chief
Financial Officer and the Financial Advisor, that there is an economic benefit to the City to
secure and pay for a Credit Facility andlor 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 forthe payment of anypremiums 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 Attomey, to enter into,
execute and deliver such agreements as may be necessary to secure such Credit Facility and,/or
Reserve Account Insurance Policy, the execution and delivery by the Mayor of any such
agreements for and on behalf of the City to be conclusive evidence of the City's approval of
securing such Credit Facility and/or Reserve Account Insurance Policy and of such agreements.
Any agreements with any providers of Credit Facility 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
003-4430-s446 /2 IAM ERTCAS
783
such payments; provided, however, that to the extent so determined by the City Manager, in
reliance upon the recommendations of the Chief Financial Officer and the Financial Advisor, the
Series 2015 Bonds shall not be secured by, nor payable from moneys, Reserve Account
Insurance Policies or Reserve Account Letters of Credit on deposit in, the Reserve Account
created under the Bond Resolution.
SECTION 4. It is hereby found and determined that due to the character of the Series
2015 Bonds, current favorable market conditions, the uncertainty inherent in a competitive
bidding process and the recommendations of the Financial Advisor, the negotiated sale of the
Series 2015 Bonds is in the best interest of the City. The negotiated sale of the Series 2015
Bonds to J.P. Morgan Securities LLC (the o'Senior Managing Underwriter") on behalf of itself
and SunTrust Robinson Humphrey, Inc. and Estrada Hinojosa & Company, Inc. (collectively
with the Senior Managing Underwriter, the "Underwriters") is hereby authorized at a purchase
price (not including original issue premium or original issue discount) of not less than 99Yo of the
aggregate principal amount of the Series 2015 Bonds (the "Minimum Purchase Price") and at a
true interest cost rate ("TIC") not to exceed 6.00% (the "Maximum TIC"). The City Manager,
after consultation with the Chief Financial Officer and the Financial Advisor, is hereby
authorized to award the Series 2015 Bonds to the Underwriters at a purchase price of not less
than the Minimum Purchase Price and at a TIC not in excess of the Maximum TIC. The
execution and delivery of the Series 2015 Bond Purchase Agreement (as hereinafter defined) for
and on behalf of the City by the Mayor shall be conclusive evidence of the City's acceptance of
the Underwriters' proposal to purchase the Series 2015 Bonds.
SECTION 5. Upon compliance with the requirements of Section 278.385, Florida
Statutes, by the Underwriters, the Commission hereby authorizes the Mayor to execute and
deliver a Bond Purchase Agreement for the Series 2015 Bonds (the "Series 2015 Bond Purchase
Agreement") for and on behalf of the City, in substantially the form presented at the meeting at
which this Series Resolution was considered, subject to such changes, modifications, insertions
and omissions and such filling-in of blanks therein as may be determined and approved by the
City Manager, after consultation with the Chief Financial Officer and the City Attomey. The
execution of the Series 2015 Bond Purchase Agreement for and on behalf of the City by the
Mayor shall be conclusive evidence of the City's approval of the Series 2015 Bond Purchase
Agreement.
SECTION 6. The Bond Registrar is hereby authorized and directed to authenticate the
Series 2015 Bonds and to deliver the Series 20i5 Bonds to or upon the order of the Underwriters
upon pa).rnent of the purchase price, as shall be set forth in the Series 2015 Bond Purchase
Agreement, and satisfaction of the conditions contained in Section 209 of the Original
Resolution.
SECTION 7. The proposed Preliminary Official Statement (the "Series 2015
Preliminary Official Statement") and Official Statement (the "Series 2015 Official Statement")
in connection with the issuance of the Series 2015 Bonds are hereby approved in substantially
the form of the Series 2015 Preliminary Official Statement presented at the meeting at which this
Series Resolution was considered, subject to such changes, modifications, insertions and
omissions and such filling-in of blanks therein as may be determined and approved by the City
Manager, after consultation with the Chief Financial Officer and the City Attorney. The
o03 -4 43O -54 46 / 2 / AM E R r CAS
784
execution of the Series 2015 Official Statement, for and on behalf of the City by the Mayor and
the City Manager shall be conclusive evidence of the City's approval of the Series 2015
Preliminary Official Statement and the Series 2015 Official Statement. The distribution of said
Series 2015 Preliminary Official Statement in connection with the marketing of the Series 2015
Bonds and the execution and delivery of the Series 201 5 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 Attomey, is hereby authorized to make any necessary
certifications to the Underwriters regarding a near final or deemed final preliminary official
statement, if and to the extent required by Rule l5c2-12 of the United States Securities and
Exchange Commission (the "Rule").
SECTION 8. The proceeds of the Series 2015 Bonds shall be applied in accordance
with the provisions of Section 209 of the Original Resolution and this Series Resolution, all as
specified in a certificate of the Chief Financial Officer delivered concurrently with the issuance
of the Series 2015 Bonds, including, to the extent provided in such certificate, for the payment of
interest accruing on the Series 2015 Bonds prior to, during and after construction of the Series
2015 Project.
In accordance with the provisions of the Bond Resolution, there is hereby created within
the Construction Fund a "Series 2015 Construction Account" and within said Series 2015
Construction Account, a "Series 2015 Construction Subaccount" for the deposit of proceeds of
the Series 2015 Bonds to be applied to the payment of the Cost of the Series 2015 Project, other
than the portion thereof representing expenses incurred in the issuance of the Series 2015 Bonds,
and a "Series 2015 Cost of Issuance Subaccount" for the deposit of proceeds of the Series 2015
Bonds to be applied to the payment of expenses incurred in the issuance of the Series 2015
Bonds.
The proceeds of the Series 2015 Bonds shall be invested in accordance with the
provisions of Section 602 of the Original Resolution in Investment Obligations as determined by
the Chief Financial Officer.
SECTION9. In connection with the issuance of the Series 2015 Bonds and for the
purpose of complying with the covenants contained in Section 605 of the Original Resolution,
there is hereby created a special fund designated "Series 2015 Arbitrage Rebate Fund," which
shall be held by the City and constitute an Arbitrage Rebate Fund under the Bond Resolution.
SECTION 10. The Series 2015 Bonds shall be executed in the form and manner
provided in the Bond Resolution. The Series 2015 Bonds are hereby authorized to be issued
initially in book-entry form and registered in the name of The Depository Trust Company, New
York, New York ("DTC"), or its nominee which will act as securities depository for the Series
2015 Bonds. The Chief Financial Officer is hereby authorized and directed to execute any
necessary letters of representations with DTC and, notwithstanding the provisions of the Bond
Resolution, to do all other things, comply with all requirements and execute all other such
documents as are incidental to such book-entry system. In the event a book-entry system for the
Series 2015 Bonds ceases to be in effect, the Series 2015 Bonds shall be issued in fully
certificated form.
0o3 -4430-s446 / 2 lA M E R rCAS
785
SECTION I 1. For the benefit of the Holders and beneficial owners from time to time of
the Series 2015 Bonds, the City agrees, in accordance with and as the only obligated person with
respect to the Series 2015 Bonds under the Rule, to provide or cause to be provided certain
financial information and operating data, financial statements and notices, in such manner as
may be required for purposes of paragraph (b)(5) of the Rule. In order to describe and specify
the terms of the City's continuing disclosure agreement, the Chief Financial Officer is hereby
authorized and directed to enter into and deliver, in the name and on behalf of the City, a
Disclosure Dissemination Agent Agreement (the "Series 2015 Continuing Disclosure
Agreement"), with Digital Assurance Certif,rcation, 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
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 fuither authorized to establish procedures in order to
ensure compliance by the City with the Series 2015 Continuing Disclosure Agreement, including
the timely provision of information and notices. Prior to making any filing in accordance with
such agreement, the Chief Financial Officer may consult with, as appropriate, the City Attorney
or Bond Counsel. The Chief Financial Officer, acting in the name and on behalf of the City,
shall be entitled to rely upon any legal advice provided by the City Attorney or Bond Counsel in
determining whether a filing should be made.
SECTION 12. U.S. Bank National Association is hereby appointed as Bond Registrar for
the Series 2015 Bonds.
SECTION 13. In any case where the date of maturity of interest on or principal of the
Series 2015 Bonds or the date fixed for redemption of Series 2015 Bonds shall not be a business
day, then payment of such interest or principal or redemption price need not be made by the
Bond Registrar on such date but may be made on the next succeeding business day with the same
force and effect as if made on the date of maturity or the date fixed for redemption, and no
interest shall accrue for the period after such date of maturity or redemption.
SECTION 14. The officers, agents and employees of the City, the Bond Registrar and
DAC are hereby authorized and directed to do all acts and things and execute and deliver all
documents, agreements and certificates required of them by the provisions of the Series 2015
Bonds, the Bond Resolution, the Series 2015 Bond Purchase Agreement, the Series 2015
Continuing Disclosure Agreement and this Series Resolution, for the full, punctual and complete
performance of all the terms, covenants, provisions and agreements of the Series 2015 Bonds,
the Bond Resolution, the Series 2015 Bond Purchase Agreement, the Series 2015 Continuing
Disclosure Agreement and this Series Resolution.
003 -4 430 -s 446 / 2 lA M E RI CAS
786
SECTION 15. This Series Resolution shall become effective immediately upon its
adoption.
PASSED AND ADOPTED this day of October, 2015.
Mayor
(Seal)
Attest:
City Clerk
APPROVEDASTCI
FORM A LANGUAGE
& FOR DGCUNON
.!-I.J-1(,;.ls
GltyAnmsy
oo3-4 430 -5446 I 2 IAM ER I CAS
787
EXHIBIT A
SERIES 2015 PROJECT
The Series 2015 Project consists of a parking structure and improvements to a surface
parking lot to service the Miami Beach Convention Center.
The Commission may approve by resolution other Improvements as part of the Series
2015 Project in addition to and/or in lieu of the above Improvements.
003-4430-5446/ 2 IAMERTCAS
A-t
788
SEB DRAFT - O9l21l15
PRf,LIMINARYOt'l'tcIAl,S'IATEiVIENTDATEDNOVENTBER .2015
NEW ISSUE - Book-Entry-Only Ratings: See "RATINGS" herein
In the opinion of Squire Patton Boggs (US) LLP, Bond Counsel, under existing law (i) assuming
continuing compliance with certain covenants and the accuracy ofcertain representations, interest on the
Series 2015 Bonds is excludedfrom 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 subiect 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 discussion of the tax aspects
relating to the Series 2015 Bonds, see the discussion under the heading "TAX MATTERS" herein.
---,.-,---$65,000,000*
CITY OF MIAMI BEACH, FLORIDA
PARIilNG REVENUE BONDS
SERIES 2015
Dated: Date of Delivery Due: September l, as shown on inside cover page
The City of Miami Beach, Florida Parking 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 March l, 2016 and
semiannually on each September 1 and March I thereafter. U.S. Bank National Association, Jacksonville,
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 acquiring and constructing a new parking garage as a component of the renovations to be
made to the City's Convention Center; (ii) fund a deposit to the Reserve Account, if necessary, including
the cost of any Reserve Account Insurance Policy or Reserve Account Letter of Credit determined by the
City to be advisable (as such terms are hereinafter defined); and (iii) pay the costs of issuing the Series
2015 Bonds, including the premium for a municipal bond insurance policy, if any. See "PURPOSE OF
THE ISSUE" herein.
The Series 2015 Bonds are payable from and secured by a lien on and a pledge of the Net
Revenues derived from the City's ownership or operation of the Parking System and certain other moneys
held under the Resolution (as such terms are defined herein). Such lien on and pledge of Net Revenues
and certain other moneys held under the Resolution, as described herein (the "Pledged Revenues"), shall
be on a parity with the lien on and pledge of the Pledged Revenues (i) granted in favor of the City of
Miami Beach, Florida Parking Revenue Refunding Bonds, Series 2010,{ and the City of Miami Beach,
789
Florida Parking Revenue Bonds, Series 20108, and (ii) that may be granted by the City in favor of
Additional Bonds, Refunding Bonds, Alternative Parity Debt and parity Short-Term lndebtedness. See
"SECURITY AND SOURCES OF PAYMENT" herein.
The Series 2015 Bonds are subject to optional and mandatory sinking fund redemption prior to
maturity as described herein.
THE CITY IS OBLIGATED TO PAY THE PRINCIPAL OF AND INTEREST ON THE SERIES
2OI5 BONDS SOLELY FROM THE PLEDGED REVENUES. THE SERIES 2OI5 BONDS SHALL NOT
CONSTITUTE AN INDEBTEDNESS OF THE CITY, MIAMI-DADE COUNTY, FLORIDA, THE
STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF
ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION AND THE FAITH AND
CREDIT OF THE CITY, MIAMI-DADE COUNTY, FLORIDA, THE STATE OF FLORIDA OR ANY
POLITICAL SUBDIVISION THEREOF IS NOT PLEDGED TO THE PAYMENT OF THE PRINCIPAL
OF OR INTEREST ON THE SERIES 2015 BONDS. ISSUANCE OF THE SERIES 2015 BONDS
SHALL NOT DIRECTLY, INDIRECTLY OR CONTINGENTLY OBLIGATE THE CITY, MIAMI-DADE
COUNTY, FLORIDA, THE STATE OF FLORIDA OR ANY POLITICA.L SUBDIVISION THEREOF
TO LEVY OR TO PLEDGE ANY TAXES WHATEVER THEREFOR, OR TO MAKE ANY
APPROPRIATION FOR THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES
2OI5 BONDS, EXCEPT AS PROVIDED IN THE RESOLUTION.
The City may elect to purchase a municipal bond insurance policy to be delivered by a
municipal bond insurance provider concurrently with the delivery of the Series 2015 Bonds to
guarantee timely payment of the principal of and interest on the Series 2015 Bonds, or one or more
maturities of the Series 2015 Bonds, and may elect to satisfy any Reserve Account Deposit
Requirement upon issuance of the Series 2015 Bonds with a Reserve Account Insurance Policy or
Reserve Account Letter of Credit.
This cover page contains certain information for quick reference only. It is not a summary
of this issue. Investors must read the entire Official Statement to obtain information essential to the
making of an informed investment decision.
The Series 2015 Bonds are offered when, as and if issued by the City, subject to the opinion on
certain legal matters relating to their issuance of Squire Patton Boggs (US) LLP, Miami, Florida, Bond
Counsel. Certain legal matters will be passed uponfor the City by Raul J. Aguila, Esquire, Miami Beach,
Florida, City Attorney, and certain legal matters relating to disclosure will be passed upon for the City
by the Law Offices of Steve E. Bullock, P.A., Miami, Florida, Disclosure Counsel. Greenberg Traurig,
P.A., Miami, Florida, is serving as Counsel to the Underwriters. RBC Capital Markets, LLC, St.
Petersburg, Florida, is serving as Financial Advisor to the City in connection with the issuance of the
Series 2015 Bonds. It is expected that the Series 2015 Bonds will be availablefor delivery through DTC
in New York, New York on or about December , 2015.
J.P. Morgan
SunTrust Robinson Humphrey
Dated: November _,2015
Estrada Hinojosa & Company, Inc.
790
* Preliminary, subject to change.
Red herring: This Preliminaty Olficictl Stqtement and the inJbnnation contctined herein are subject to
amentlment and completion without notic'e. 'lhe Sefies 2015 Bontls may nol be sold and olfers to buy may,,
nttt be trcc'epted prictr to the time lhe OlJic'ial Stotement is delivered in final form. Untler no circurnstqnces
shall this Preliminttry OfJiciol Statement constitute an offer to sell or the solicitation o-f ttn rffir to buy, nor
shall there be on-r- sale of'the Series 2015 Boncls in any jttrisdiction in vvhich such o.f./er, solicitation or strle
,,vould he unlau.,fiil prior to registration nr qualifi<:crtion under the securities /arvs of an.t, such jurisdiction
791
MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES,
PRICES, YIELDS AND INITIAL CUSIP NUMBERS*I
$ Series 2015 Serial Bonds
Due
GgptemUer_1)
2016
2017
2018
20t9
2020
202t
2022
2023
2024
202s
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
Principal
Amount
lnterest
Rate
%
Price Yield
%
Initial
CUSIP Number
593235-
593235-
59323s-
593235-
593235-
s9323s_
593235-
593235-
59323s-
s93235-
593235-
593235-
s9323s_
593235-
593235-
593235-
593235-
593235-
593235-
593235-
59323s-
s9323s_
593235-
59323s-
593235-
593235-
593235-
593235-
593235-
593235
792
$_ _% Series 2015 Term Bonds Due Septemb er l, 20-- Price: _ I Yield: _o/o
Initial CUSIP Number: 593235
* Preliminary, subject to change.
t Neither the City nor the Underwriters is responsible for the use of CUSP Numbers, nor is any representation
made as to their correctness. The CUSIP Numbers are included solely for the convenience of the readers of this
Official Statement.
793
City Manager_
Jimmy L. Morales, Esquire
Interim Chief Financial Officer
John Woodruff
Bond Counsel
Squire Patton Boggs (US) LLP
Miami, Florida
Financial Advisor
RBC Capital Markets, LLC
St. Petersburg, Florida
CITY OF MIAMI BEACH, FLORIDA
MAYOR
Philip Levine *
VICE MAYOR
Edward L. Tobin *
CITY COMMISSION
Michael Grieco, Commissioner
Joy Malakoff, Commissioner
Micky Steinberg, Commissioner
Deede Weithom, Commissioner *
Jonah Wolfson, Commissioner *
ADMINISTRATION
Assistant City Manager
Kathie G. Brooks
Parking Director
Saul Frances
CONSULTANTS
City Attornelt
Raul J. Aguila, Esquire
City Clerk
Rafael E. Granado, Esquire
Disclosure Counsel
Law Offices of Steve E. Bullock, P.A.
Miami, Florida
Independent Auditors
Crowe Horwath LLP
Fort Lauderdale, Florida
* The Mayor is running against a single opponent in the general election of the City to be held on November 3,
2015. In addition, a new commissioner will be elected in such general election for the City Commission seat for
Districts IV, V and VI or, if required because a candidate did not receive more than fifty percent (50%) of the
votes cast in the general election, in a run-off election. If required, the run-off election will be held on November
17,2015. The results of the election are expected to be certified by the current Mayor and Cify Commission in
a meeting to be held sometime after the general election or, if a run-off election is held, after the run-off election.
The current Mayor and City Commission are expected to serve until newly elected members have been seated.
794
No dealer, broker, salesman or other person has been authorized by the City or the Underwriters
to make any representations, other than those contained in this Official Statement, in connection with the
offering contained herein, and if given or made, such other information or representations must not be
relied upon as having been authorized,by any of the foregoing. This Official Statement does not constitute
an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Series 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 idormation in this Official Statement in accordance with, and as part
of, their responsibilities to investors under the federal securities laws as applied to the facts and
circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of
such information.
The order and placement of materials in this Official Statement, including the Appendices, are not
to be deemed a determination of relevance, materiality or importance, and this Official Statement, including
the Appendices, must be considered in its entirety. The captions and headings in this Official Statement
are for convenience only and in no way define, limit or describe the scope or intent, or affect the meaning
or construction, of any provisions or sections in this Official Statement. The offering of the Series 2015
Bonds is made only by means of this entire Official Statement.
References to website addresses presented in this Official Statement are for informational purposes
only and may be in the form of a hyperlink solely for the reader's convenience. Unless specified
otherwise, such websites and the information or links contained therein are not incorporated into, and are
not part ol this Official Statement.
Certain statements included or incorporated by reference in this Official Statement constitute
"forward-looking statements." Such statements generally are identifiable by the terminology used, such
as "plan," "expect," "estimate," 'oproject," "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 forwardJooking statements. The City does not plan to issue any updates or revisions to
those forward-looking statements if or when its expectations or events, conditions or circumstances on
which such statements are based occur.
THE SERIES 2OI5 BONDS HAVENOTBEENREGISTEREDUNDERTHE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, NOR HAS THE RESOLUTION BEEN
QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON
EXEMPTIONS CONTAINED IN SUCH ACTS. THE EXEMPTION OF THE SERIES 2015 BONDS
FROM REGISTRATION OR QUALIFICATION IN CERTAIN STATES CANNOT BE REGARDED AS
795
A RECOMMENDATION THEREOF. IN MAKING AN INVESTMENT DECISION, INVESTORS
MUST RELY ON THEIR OWN EXAMINATION OF THE CITY AND THE TERMS OF THIS
OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. NEITHER THE SECURITIES AND
EXCHANGE COMMISSION NOR ANY OTHER FEDERAL, STATE OR GOVERNMENTAL ENTITY
OR AGENCY WILL HAVE PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL
STATEMENT OR APPROVED OR RECOMMENDED THE SERIES 2OI5 BONDS FOR SALE. ANY
REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE.
IN CONNECTION WITH THIS OFFERING, THE LINDERWRITERS 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 UNDERWRITERS MAY OFFER AND SELL THE SERIES 2OI5 BONDS TO CERTAIN
DEALERS AND OTHERS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED
ON THE INSIDE COVER PAGE OF THIS OFFICIAL STATEMENT, AND SUCH PUBLIC OFFERING
PRICES MAY BE CHANGED FROM TIME TO TIME BY THE LTNDERWRITERS.
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 PURCHASERS
EITHER IN BOUND PRINTED FORM ("ORIGINAL BOUND FORMAT") OR IN ELECTRONIC
FORMAT ON THE WEBSITE: IV}VW.MUNIOS.COM. THIS OFFICIAL STATEMENT MAY BE
RELIED UPON ONLY IF IT IS IN ITS ORIGINAL BOUND FORMAT OR IF IT IS PRINTED IN FULL
DIRECTLY FROM SUCH WEBSITE.
THIS PRELIMINARY OFFICIAL STATEMENT IS IN A FORM DEEMED FINAL BY THE
CITY FOR PURPOSES OF RULE l5c2-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, EXCEPT FOR CERTAIN FINANCIAL INFORMATION PERMITTED TO BE OMITTED
PURSUANT TO RULE lsc2-12(b)(1).
796
TABLE OF CONTENTS
INTRODUCTION.
PURPOSE OF THE ISSUE.
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 lndebtedness
Subordinated Indebtedness
Modifications or Supplements to Bond Resolution. . .
MUNICIPAL BOND INSURANCE. . . . .
THE PARKING SYSTEM
General.
Organization
Operations.
Parking Rates. .
Current Developments. . . . .
Future Plans for Parking Projects.
Parking System Covenants.
Summary Statement of Revenues and Expenses. . . . .
HISTORICAL NETREVENUES, DEBT SERVICEAND DEBT SERVICE COVERAGE. . . . . . . . .
General.
Management Discussion of Parking System..
DEBT SERVICE SCHEDULE
THE CITY.
General.
City Govemment. . .
PENSION AND OTHER POST EMPLOYMENT BENEFITS. . .
Defined Benefit Plans..
Other Retirement and Compensation Plans.
Other Post Employment Benefits.
TAX MATTERS. .
General.
Risk of Future Legislative Changes and/or Court Decisions. . .
Original Issue Discount and Original Issue Premium
FINANCIAL STATEMENTS.. . .
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CONTINUINGDISCLOSURE.. .......45LITIGATION,.... ...... 46
LEGALMATTERS. .....46ENFORCEABILITYOFREMEDIES... .......47RATINGS. ..... . 47
UNDERWRITING.. .....48FINANCIALADVISOR. .......49
CONTINGENTFEES. ..,49
DISCLOSUREREQUIREDByFLORIDABLUE SKyLAWS ....... 49
AUTHORZATIONCONCERNINGOFFICIALSTATEMENT..... .....,,. 49
MISCELLANEOUS.. .... 49
APPENDICES
APPENDIX A
APPENDIXB
APPENDIX C
APPENDX D
APPENDX E
APPENDX F
[APPENDIX G
General Information and Economic Data Regarding the
CityofMiami Beach, Florida andMiami-Dade County, Florida. . . . . . . . A-l
Excerpts from Comprehensive Annual Financial Report of the City of
Miami Beach, Florida for the Fiscal Year Ended September 30,2014. . . . B-1
TheResolution.... ....... C-l
Proposed Form of Opinion of Bond Counsel.. . . . . D-l
Proposed Form of Opinion of Disclosure Counsel. . . . . . . E-l
Form of Disclosure Dissemination Agent Agreement. . . . . . F-l
Specimen Municipal Bond Insurance Policy. . . . . . G-ll
tv
798
OFFICIAL STATEMENT
relating to
$65,000,000*
CITY OF MIAMI BEACH, FLORIDA
PARIflNG REVENUE BONDS
SERIES 2OI5
INTRODUCTION
The purpose of this Official Statement, including the cover page and all appendices, is to set forth
certain information relating to the City of Miami Beach, Florida (the "City"), the facilities owned or leased
by the City for public parking of automobiles and other motor vehicles upon payment of a fee or charge
for the privilege of parking, excluding Separate Parking Facilities (as hereinafter defined) (the "Parking
System") and the sale by the City of its $65,000,000* aggregate principal amount of Parking 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, Florida Statutes, as amended, the City
of Miami Beach Charter (collectively, the "Act") and other applicable provisions of law, and pursuant and
subject to the terms and conditions of Resolution No. 2010-27491 adopted by the Mayor and City
Commission of the City (collectively, the "City Commission") on September 20, 2010 (the "Bond
Resolution") and Resolution No. 2015-- adopted by the City Commission on October _, 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 201 5 Bonds and the provisions of the Resolution, see
"APPENDIX C - 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) $17,155,000 original
principal amount of City of Miami Beach, Florida Parking Revenue Refunding Bonds, Series 20104 (the
"Series 2010A Bonds"), $10,395,000 of which are currently Outstanding; and (ii) $27,405,000 original
principal amount of City of Miami Beach, Florida Parking Revenue Bonds, Series 20108 (the "Series
20108 Bonds" and, together with the Series 2010A Bonds, the "Outstanding Bonds"), all of which are
currently Outstanding. The Series 2015 Bonds, the Outstanding Bonds and any Additional Bonds and
Refunding Bonds hereafter issued are collectively referred to herein as the "Bonds."
The principal of and interest on the Series 2015 Bonds will be secured by a lien on and pledge of
the Pledged Revenues as described herein, 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. See "SECURITY AND SOURCES OF PAYMENT - General and - Reserve Account"
herein.
The City may elect to purchase a municipal bond insurance policy (the 6Bond Insurance
Policy") to be delivered by a municipal bond insurance provider (the 56Bond Insurer") concurrently
* Preliminary, subject to change.
799
with the delivery of the Series 2015 Bonds to guarantee timely payment of the principal of and
interest on the Series 2015 Bonds, or one or more maturities of the Series 2015 Bonds, and may elect
to satisfy any Reserve Account Deposit Requirement upon issuance of the Series 2015 Bonds with a
Reserve Account Insurance Policy or Reserve Account Letter of Credit.
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. Al[ references herein to such documents and reports are qualified by the entire, actual content
of such documents and reports. Copies of such documents and reports may be obtained from the City by
contacting the City's lnterim Chief Financial Officer, 1700 Convention Center Drive, Miami Beach, Florida
33139, Telephone number: (305) 673-7466.
Capitalized terms used but not defined in this Official Statement shall have the meanings ascribed
to such terms in the Resolution. See "APPENDX C - 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 a portion of the costs of acquiring and constructing a new parking garage as a component of the
renovations to be made to the City's Convention Center (the "Series 2015 Project"); (ii) fund a deposit to
the Reserve Account, if necessary, including the cost of any Reserve Account lnsurance Policy or Reserve
Account Letter of Credit determined by the City to be advisable; and (iii) pay the costs of issuing the Series
2015 Bonds, including the premium for a municipal bond insurance policy, if any.
Series 2015 Project
The Improvements constituting the Series 2015 Project consist of new parking facilities to service
the newly renovated 1.4 million square foot Miami Beach Convention Center (the "Convention Centet'').
Renovations to the Convention Center are estimated to cost approximately $596 million, including the cost
of constructing the Series 2015 Project, and are expected to provide a state-of-the-art event facility,
including new ballrooms, meeting roons, versatile indoor/outdoor public spaces and a new 5.8 acre public
park containing a flexible lawn area, a food pavilion and a public plazato honor the City's veterans. Such
renovations are currently scheduled to be completed during Fiscal Year 2018. The improvements
comprising the Series 2015 Project include the following:
an 802-space parking garage;
a seventy-two (72) space surface parking lot; and
a new internalized loading area that will include enclosed ground floor parking, a truck
loading and delivery area and two (2) helix ramping entrance accesses to roof level parking
at the Convention Center.
[TO BE REVISED BY THE CITY, AS NEEDED]
800
The Commission may determine by resolution to undertake authorized capital improvements to the
Parking System in addition to and/or in lieu of the Improvements or any portion of the Improvements
described above.
The Series 2015 Project will be included among the facilities of the Parking System. See "THE
PARKING SYSTEM" herein.
ESTIMATED SOURCES AND USES OF FUNDS
The following table sets forth the estimated sources and uses of funds in connection with the
issuance of the Series 2015 Bonds:
Sources of Funds
Par Amount of Series 2015 Bonds
Net Original Issue Discount/Premium
Total Estimated Sources of Funds
Uses of Funds
Deposit to Series 2015 Construction Subaccount'')
Deposit to Reserve Account
Deposit to Series 2015 Cost of Issuance Subaccount'2)
Underwriters' Discount
Total Estimated Uses of Funds
(l) See "PURPOSE OF THE ISSUE - Series 2015 Project" herein.(2) To pay certain costs of issuance of the Series 2015 Bonds, including, without limitation, printing costs, bond
counsel fees, disclosure counsel fees, fees ofthe financial advisor and any premiums paid to the Bond Insurer
for issuance of the Bond Insurance Policy and the Reserve Account Insurance Policy or Reserve Account Letter
of Credit.
DESCRIPTION OF THE SERIES 2015 BONDS
General
The Series 2015 Bonds will be dated their date of delivery. The Series 2015 Bonds will bear
interest at the rates and will mature on the dates and in the amounts set forth on the inside cover page of
this Official Statement. Interest on the Series 2015 Bonds is payable semiannually commencing on March
1,2016 and on each September I and March 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, Jacksonville, Florida, to serve as the paying agent and as the bond regisffar for the Series 201 5
Bonds (collectively, the "Bond Registrar").
In any case where the maturity date of, or the date for the payment of the principal of or interest
on the Series 2015 Bonds, or the date fixed for redemption of the Series 2015 Bonds shall not be a business
day, then payment of such interest or principal or redemption price need not be made by the Bond Registrar
on such date but may be made on the next succeeding business day with the same force and effect as if
801
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
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 1,20_are not subject to redemption
prior to maturity. The Series 2015 Bonds maturing on or after September l, 20- are subject to
redemption prior to maturity, at the option of the City, on or after September 1,20-, in whole or in part
at any time, in any order of maturity selected by the City and by lot or by such other manner as the Bond
Registrar shall deem appropriate within a maturity, at a redemption price equal to one hundred percent
(100%) of the principal amount of the Series 2015 Bonds to be redeemed, together with accrued interest
to the date fixed for redemption and without premium.
Mandatorv Sinkins Fund Redemption
The Series 2015 Bonds maturing on September I,20_are subject to mandatory sinking fund
redemption prior to maturity, in part, by lot or by such other manner as the Bond Registrar shall deem
appropriate, through the application of Amortization Requirements, at a redemption price equal to one
hundred percent (100%) of the principal amount thereof, on September 1 of each year in the following
amounts and in the years specified:
Due
(September l)
{'
Amortization
Requirement
s
* Final maturity.
Notice of Redemption
Mailinq qf Notice of Redemption At least thirty (30) days, but not more than sixty (60) days,
before the redemption date, a notice of redemption shall be (a) filed by the City with the Bond Registrar
and (b) mailed by the Bond Registrar, ftrst 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
802
Registrar. Failure so to mail any such notice to any registered owner shall not affect the validity of the
proceedings for such redemption.
Each such notice shall specify the redemption date and the place or places where amounts due upon
such redemption will be payable and, if less than all of the Series 2015 Bonds are to be redeemed, the
numbers or other distinguishing marks of such Series 2015 Bonds to be redeemed in part and the respective
portions thereof to be redeemed. Subject to the next succeeding paragraph, such notice shall further state
that on such date there shall become due and payable upon each of the Series 2015 Bonds to be redeemed
the redemption price or the specified portions thereof in the case of Series 2015 Bonds to be redeemed in
part only, together with interest accrued to the redemption date, and that from and after such date interest
thereon shall cease to accrue and be payable on such Series 2015 Bonds or portions thereof so redeemed.
In the case of an optional redemption of the Series 2015 Bonds, the redemption notice may state
that (a) it is conditioned upon the deposit of moneys with the Bond Registrar or with a bank, trust company
or other appropriate fiduciary institution acting as escrow agent (the "escrow agent"), in amounts necessary
to effect the redemption, no later than the redemption date, or (b) the City retains the right to rescind such
notice on or prior to the scheduled redemption date (in either case, a "Conditional Redemption"), and such
notice and optional redemption shall be of no effect if such moneys are not so deposited or if the notice
is rescinded as described in this paragraph. Any such notice of Conditional Redemption shall be captioned
"Conditional Notice of Redemption." Any Conditional Redemption may be rescinded at any time prior
to the redemption date if the City delivers a written direction to the Bond Registrar directing the Bond
Registrar to rescind the redemption notice. The Bond Registrar shall give prompt notice of such rescission
to the affected Bondholders. Any Series 2015 Bonds subject to Conditional Redemption where redemption
has been rescinded shall remain Outstanding, and neither the rescission nor the failure by the City to make
such moneys available shall constitute an Event of Default under the Bond Resolution.
E-ffect of Callinx 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 Chief Financial Officer 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 Series 2015
Bonds to DTC Participants or Beneficial Owners (as such terms are hereinafter defined) of the Series 2015
Bonds, confirmation and transfer of beneficial ownership interest in the Seies 2015 Bonds and other
related transactions by and between DTC, the DTC Participants and the Beneficial Owners of the Seies
2015 Bonds is based solely on information furnished by DTC on its website for inclusion in this Official
Statement. Accordingly, neither the City nor the Underwriters can make any representation concerning
these matters or take any responsibility for the accuracy or completeness of such information.
DTC will act as securities depository for the Series 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,
803
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 l7A
of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues
of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments
from over one hundred (100) countries that its participants ("Direct Participants") deposit with DTC. DTC
also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions
in deposited securities, through electronic computerized book-entry transfers and pledges between Direct
Participants' accounts, thereby eliminating the need for physical movement of securities certificates. Direct
Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust
& Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing
Corporation and Fixed 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 rvww.dtcc.com.
Purchases of Series 2015 Bonds under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Series 2015 Bonds on DTC's records. The ownership
interest of each actual purchaser of each Series 2015 Bond ("Beneficial Owner") is in turn to be recorded
on the 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 lndirect 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
804
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
alternative, Beneficial Owners may wish to provide their names and addresses to the Bond Registrar and
request that copies of notices are provided directly to them.
Redemption notices shall be sent by the Bond Registrar to DTC. If less than all of the Series 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.
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 govemed 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 TIIE CITY NOR THE BOND REGISTRAR WILL HAVE ANY
RESPONSIBILITY OR OBLIGATION TO ANY DTC PARTICIPAIIT OR THE PERSONS FOR
WHONI TIIEY ACT AS NOMINEES WITH R.ESPECT TO THE SERIES 2015 BONDS IN
RESPECT OF THE ACCURACY OF AIIY RECORDS MAINTAINED BY DTC OR ANY DTC
PARTICIPAIIT, THE PAYMENT BY DTC OR ANY DTC PARTICIPAIIT OF ANY AMOUNT IN
RESPECT OF THE PRTNCTPAL OF OR TNTEREST ON THE SERTES 2015 BONDS, ANy
NOTICE WHICH IS PERMITTED OR REQUIRED TO BE GIVEN TO BONDHOLDERS UNDER
THE BOND RESOLUTION, THE SELECTION BY DTC OR ANY DTC PARTICIPAIIT OR ANY
PERSON TO RECEIVE PAYMENT IN THE EVENT 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
805
THE BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2015 BONDS SHALL
MEAN CEDE & CO., A}tD 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. ln such
event, the City shall prepare and execute, and the Bond Registrar shall authenticate, transfer and exchange,
Series 2015 Bond certificates as requested by DTC in appropriate amounts and within the guidelines set
forth in the Bond Resolution. DTC may also determine to discontinue providing its services with respect
to the Series 2015 Bonds at any time by giving written notice to the City and the Bond Registrar and
discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if
there is no successor securities depository), the City and the Bond Registrar shall be obligated to deliver
Series 2015 Bond certificates as described herein.
ln the event Series 2015 Bond certificates are issued, the provisions of the Bond Resolution shall
apply to, among other things, the transfer and exchange of such certificate and the method of payment of
principal of and interest on such certificates. Whenever DTC requests the City and the Bond Registrar to
do so, the City will direct the Bond Registrar to cooperate with DTC in taking appropriate action after
reasonable notice (i) to make available one or more separate certificates evidencing the Series 2015 Bonds
to any DTC Participant having Series 2015 Bonds credited to its DTC account; or (ii) to 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 lien upon and pledge of Net Revenues, and all moneys held in the respective Funds
and Accounts established under the Bond Resolution other than the Subordinated Indebtedness Account
and the Arbitrage Rebate Fund (collectively, the "Pledged Revenues"). See "APPENDIX C - The
Resolution" for a further description of the sources of funds pledged as security for the Bonds and referred
to herein as the Pledged Revenues. The Series 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 Indebtedness that may be issued from time to time under the Bond Resolution.
"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 Parking System, including, but not limited to, the
income derived by the City from the direct fees and charges made for parking, all indirect revenues
received through the supplying of any other services legally suppliable by the City to users of the Parking
System, all rents received by the City from the rental of space comprising any part of the Parking System,
including receipts from concessionaires, all fees received by the City from the management by other parties
of all or any part of the Parking System, income received by the City from parking violation fines imposed
upon users of the Parking System which under State law may be applied to purposes consistent with the
Bond Resolution, Federal Direct Payments received by the City, any proceeds of use and occupancy
806
insurance on the Parking System or any part thereof, payments made to the City under Interest Rate Swap
arrangements, and income from investments made under the Bond Resolution; provided, however,
Revenues shall not include grants, contributions or donations, investment income from investments of
moneys on deposit in the Constmction Fund and the Subordinated lndebtedness Account, proceeds of
insurance (except use and occupancy insurance) and condemnation awards, moneys held in the
Subordinated Indebtedness Account and in any Arbitrage Rebate Fund created pursuant to the Bond
Resolution, proceeds of sales of property constituting a part of the Parking System, and the proceeds of
Bonds or other System Debt; and provided further, however, Revenues shall not include Federal Direct
Payments for purposes of the calculations of Net Revenues in connection with the issuance of Additional
Bonds and Refunding Bonds and in connection with the rate covenant. No Federal Direct Payments will
be received by the City with respect to the Series 2015 Bonds.
"Current Expenses" is defined in the Bond Resolution as the City's reasonable and necessary
current expenses of maintenance, repair and operation of the Parking System and shall include, without
limiting the generality of the foregoing, all ordinary and usual expenses of maintenance, repair and
operation, which may include expenses not annually recurring, any reasonable payments to pension or
retirement funds properly chargeable to the Parking System, insurance premiums, engineering expenses
relating to maintenance, repair and operation, management fees paid by the City to any independent
operators or managers of any part of the Parking System, fees and expenses of the Bond Registrar and
Escrow Agent, legal and accounting expenses, expenses incurred in the collection of parking violation fines
imposed on users of the Parking System which under State law may be applied to purposes consistent with
the Bond Resolution, costs of complying with the continuing disclosure requirements under the Rule, any
fees, fines, or penalties lawfully imposed on the Parking System, any taxes which may be lawfully imposed
on the Parking System or its income or operations and reserves for such taxes, annual fees for the
maintenance of Credit Facilities, Liquidity Facilities, Reserve Account lnsurance Policies, Reserve Account
Letters of Credit or Interest Rate Swaps (other than payments due under an lnterest Rate Swap on a parity
with interest due on the Bonds and termination payments thereunder), and any other expenses required to
be paid by the City in connection with the Parking System under the provisions of the Bond Resolution
or by law, including any amounts required from time to time to pay artitrage rebate to the United States
of America directly or to fund the Arbitrage Rebate Fund, but shall not include any reserves for
extraordinary maintenance or repair, or any allowance for depreciation, or any administrative expenses
payable to the City's General Fund, or any deposits or transfers to the credit of the Debt Service Account,
the Reserve Account, or the Subordinated Indebtedness Account.
"Parking System" is defined in the Bond Resolution as the City's parking system pursuant to which
parking facilities are made available by the City for public parking of automobiles and other motor vehicles
upon payment of a fee or charge for the privilege of parking, whether such facilities are owned by the City,
leased by the City as lessor or lessee, or consist of parking spaces on public streets (whether such streets
are City streets, County roads or State roads) for which the City lawfully charges a parking fee by meter
or otherwise, and shall (i) include the Project, any Improvements and any Separate Parking Facilities
consolidated with the Parking System pursuant to Section 709 of the Bond Resolution, and (ii) exclude any
Separate Parking Facilities not so consolidated with the Parking System.
Flow of Funds
The City maintains a special fund designated the "Parking System Enterprise Fund" (the
"Enterprise Fund"). The Bond Resolution establishes within the Enterprise Fund the Debt Service Account
(and within the Debt Service Account, the Bond Service Subaccount and Redemption Subaccount), Reserve
Account and Subordinated Indebtedness Account. The Bond Resolution also establishes the Construction
807
Fund. All such funds and accounts are held by the City; no independent trustee has been appointed to hold
the moneys in such funds for the benefit of the Bondholders.
The City deposits all Revenues collected from the operation of the Parking System into the
Enterprise Fund. Not later than the twentieth (20'h) day of each month, the City withdraws from the
Enterprise Fund (except for an amount equal to the next two (2) month's Current Expenses under the
Annual Budget, which amount shall be held for the payment of Current Expenses) the amounts required
to make the deposits described below, or if the available amounts on deposit in the Enterprise Fund are less
than the required amounts, the entire balance of the Enterprise Fund (other than the amount required to be
retained therein for the payment of Current Expenses) and deposits the funds withdrawn in the following
order;
(a) To the Bond Service Subaccount of the Debt Service Account, an amount which
will equal one-sixth (l/6) of the interest payable on the Bonds of each Series on the next Interest
Payment Date, plus 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
Interest Payment Date or principal payment date, respectively, the amount specified in this
subparagraph shall be the amount which, when multiplied by the number of deposits to the credit
of the Bond Service Subaccount required to be made during such respective periods, as provided
above, will equal the amounts required (taking into account any amounts received as accrued
interest or capitalized interest from the proceeds of the Bonds) for such next succeeding interest
payment and next maturing installment of principal, respectively;
(b) To the Redemption Subaccount of the Debt Service Account, an amount which will
equal one-twelfth (1/12) or, if any Bonds are required to be retired semiannually, one-sixth (1/6),
of the principal amount of Term Bonds of each Series required to be retired in satisfaction of the
Amortization Requirements, if any, for such Fiscal Year;
(c) To the Reserve Account, the amount, if any, as may be required to make the
amount deposited to the credit of the Reserve Account in such month equal to the Reserve Account
Deposit Requirement for such month; provided, however, that if the Reserve Account Deposit
Requirement is being satisfied by the restoration of any amounts drawn or paid under a Reserve
Account Insurance Policy or a Reserye Account Letter of Credit, there shall be paid to the provider
thereof such amount, if any, of any balance remaining after the deposits under clauses (a) and (b)
above, as may be required to cause the Reserve Account Deposit Requirement to be satisfied; and
(d) To the Subordinated Indebtedness Account, an amount, if any, equal to the sum
of one-twelfth (1/12) of the principal, redemption premium, if any, and interest coming due on any
Subordinated Indebtedness during the succeeding twelve (12) month period and the amount, if any,
required to be deposited in any special reserve subaccount established within the Subordinated
lndebtedness Account.
If the amount deposited in any month to the credit of any of the Accounts or subaccounts created
under the Bond Resolution shall be less than the amount required to be deposited under the foregoing
provisions of this Section, the requirement therefor shall nevertheless be cumulative and the amount of any
deficiency in any month shall be added to the amount otherwise required to be deposited in each month
thereafter until such time as all such deficiencies have been satisfied.
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Reserve Account
Under the Bond Resolution, the City has established the Reserve Account within the Enterprise
Fund. The Reserve Account is held for the benefit of all Bonds Outstanding, except (i) for a Series of
Bonds that is not secured by the Reserve Account, and (ii) that the Series Resolution for one or more
particular Series of Bonds may establish a separate subaccount within the Reserve Account for such
particular Series of Bonds and, in such event, such Series of Bonds shall be secured only by the moneys
held for the credit of such subaccount and by no other amounts held for the credit of the Reserve Account,
and the Bonds Outstanding of any other Series will have no claim whatsoever on the moneys held for the
credit of such separate subaccount in the Reserve Account. No separate subaccount is being established
within the Reserve Account for the benefit of the Series 2015 Bonds.
The Reserve Account Requirement under the Bond Resolution is an amount equal to the lesser of
(i) the Maximum Principal and Interest Requirements for all Bonds Outstanding secured by the Reserve
Account in the current or any subsequent Fiscal Year, or (ii) the maximum amount allowed to be funded
from Bond proceeds under the Code; provided, however, that if the Series Resolution corresponding to a
Series of Bonds provides for the establishment of a separate subaccount in the Reserve Account to secure
only such Series of Bonds (with such Series of Bonds having no claim on the other moneys deposited to
the credit of the Reserve Account), the Reserve Account Requirement for such Series of Bonds shall be
calculated as set forth in the corresponding Series Resolution; and provided fuither that, if the Series
Resolution corresponding to a Series of Bonds provides that such Series of Bonds shall not be secured by
the Reserve Account or any separate subaccount therein, the Reserve Account Requirement shall be
calculated without taking into account such Series of Bonds.
Upon the issuance of a Series of Bonds, unless funded from the proceeds of such Series of Bonds,
the City is required to provide for the funding of the Reserve Account in equal monthly installments over
a period of twelve (12) months (the "Reserve Account Deposit Requirement") in an amount equal to the
increase in the Reserve Account Requirement resulting from the issuance of such Series of Bonds, unless
the Series Resolution for such Series of Bonds establishes a separate subaccount in the Reserve Account
to secure only such Series of Bonds (with such Series of Bonds having no claim on the other moneys
deposited to the credit of the Reserve Account). If the Reserve Account contains less than the Reserve
Account Requirement, then the City is required to make deposits therein from the Enterprise Fund each
month (after making deposits to the Debt Service Account), of one-twelfth (lll2) of the deficiency, until
the Reserve Account Requirement is met.
Moneys held for the credit of the Reserve Account will first be used for the purpose of paying the
interest on and the principal of the Bonds which are secured by the Reserve Account whenever and to the
extent that the moneys held for the credit of the Bond Service Subaccount shall be insufficient for such
purpose and thereafter for the purpose of making deposits to the credit of the Redemption Subaccount in
respect of such Bonds whenever and to the extent that withdrawals from the Enterprise Fund are
insuflicient for such purposes; provided, however, that moneys held for the credit ofa separate subaccount
in the Reserve Account shall be applied to the foregoing purposes and in the foregoing manner, but only
for the benefit of the Series of Bonds for which such separate subaccount was established. Unless
otherwise specified by a Series Resolution, if the moneys held in the Reserve Account exceed the Reserve
Account Requirement, such excess is required to be withdrawn and deposited to the credit of the Enterprise
Fund.
The Bond Resolution permits the City to provide all or a portion of the Reserve Account
Requirement by depositing in the Reserve Account (or any subaccount therein) an insurance policy, surety
bond, letter of credit or other acceptable evidence of insurance maintained by the City, in lieu of or in
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809
partial substitution for cash or securities on deposit in the Reserve Account (or the applicable subaccount
therein), covering such amount of the Reserve Account Requirement; provided, however, that the entity
providing such facility is, at the time of so providing, of sufficient credit quality to enable debt backed by
its facilities to be rated in one of the two highest rating categories (without regard to any gradations within
such categories) by Fitch Rating Inc., Standard & Poor's Ratings Services or Moody's lnvestors Service,
Inc.
In the event that upon the occurrence of any deficiency in the Debt Service Account, the Reserve
Account is then funded with one or more Reserve Account Insurance Policies and/or Reserve Account
Letters of Credit, the City or the Bond Registrar, as applicable pursuant to the provisions of any such
facilities, shall, on the lnterest Payment Date or principal payment date or redemption date to which such
deficiency relates, draw upon or cause to be paid under such facilities, on a pro-rata basis thereunder, an
amount sufficient to remedy such deficiency, in accordance with the terms and provisions of such facilities
and any corresponding reimbursement or other agreement goveming such facilities; provided however, that
if at the time of such deficiency the Reserve Account is only partially funded with one or more Reserve
Account Insurance Policies and/or Reserve Account Letters of Credit, prior to drawing on such facilities
or causing payments to be made thereunder, there shall first be applied any cash and securities on deposit
in the Reserve Account to remedy the deficiency and, if after such application a deficiency still exists, the
City or the Bond Registrar, as applicable, shall make up the balance of the deficiency by drawing on such
facilities or causing payments to be made thereunder, as provided in this paragraph.
Notwithstanding anything to the contrary contained in the Bond Resolution, the Series Resolution
for a Series of Bonds may provide that such Series of Bonds shall not be secured by the Reserve Account
or any subaccount therein and, in such event, such Series of Bonds shall not be secured by the Reserve
Account or any subaccount therein and shall not have a claim upon any moneys held for the credit of the
Reserve Account or any subaccount therein and such moneys shall not be applied for the benefit of such
Series of Bonds.
[The City will, on the date of issuance of the Series 2015 Bonds, deposit into the Reserve Account
from proceeds of the Series 2015 Bonds an amount equal to the Reserve Account Requirement for the
Series 2015 Bonds or, in lieu of such a deposit or anyportion thereof will deposit a Reserve Account
lnsurance Policy and/or Reserve Account Letter of Credit.l
Rate Covenant
The City has covenanted in the Bond Resolution that it will fix, charge and collect reasonable rates
and charges for the use of the services and facilities furnished by the Parking System and that from time
to time, and as often as it shall appear necessary, it will adjust such rates and charges by increasing or
decreasing the same or any selected categories of rates and charges so that the Net Revenues (excluding
from the computation of Current Expenses for any Fiscal Year any amount received from any source other
than Revenues and applied to the payment of Current Expenses in such Fiscal Year) will be sufficient to
provide an amount in each Fiscal Year at least equal to one hundred thirty-five percent (135%) of the
Principal and lnterest Requirements on all Bonds then Outstanding for such Fiscal Year and one hundred
percent (100%) of all amounts required to be deposited to the Reserve Account (or paid to the provider of
a Reserve Account Insurance Policy or Reserve Account Letter of Credit) and Subordinated Indebtedness
Account for such Fiscal Year.
If in any Fiscal Year the Net Revenues are less than the amount required under the preceding
paragraph, within thirty (30) days of the receipt of the audit report for such Fiscal Year (which may be the
City's Consolidated Audited Financial Report relating to the Parking System), the City is required to
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employ a Rate Consultant, to review and analyze the financial status and operations of the Parking System,
and to submit, within sixty (60) days thereafter, a written report to the City recommending revisions of the
rates, fees and charges of the Parking System and the methods of operation of the Parking System that will
result in producing the amount so required in the following Fiscal Year. Promptly upon its receipt of such
recommendations, the City is required to transmit copies thereof to the City Manager, the Parking Director
and the Chief Financial Officer and to revise its rates, fees and charges, or alter its methods of operation
and take such other action as will conform with such recommendations.
If the City fails to comply with the recommendations of the Rate Consultant, the registered owners
of not less than ten percent (10%) in principal amount of all Bonds then Outstanding may institute and
prosecute an action or proceeding in any court or before any board or commission having jurisdiction to
compel the City to comply with the recommendations and the requirements of the preceding paragraph.
If the City complies with all recommendations of the Rate Consultant in respect to its rates, fees,
charges and methods of operation, the failure of Net Revenues to meet the rate covenant described above
shall not constitute an Event of Default so long as the Revenues, together with available moneys in the
Funds and Accounts created under the Bond Resolution, other than the Construction Fund and the Arbitrage
Rebate Fund, are sufficient to pay in cash the Current Expenses and to pay the Principal and lnterest
Requirements on all Bonds Outstanding under the Bond Resolution and other System Debt for such Fiscal
Year.
Additional Bonds
Additional Bonds of the City may be issued from time to time under and secured by the Bond
Resolution, on a parity as to the pledge of the Net Revenues with the Bonds and any Altemative Parity
Debt and parity Shot-Term lndebtedness that may be issued and then Outstanding under the Bond
Resolution, subject to the conditions described below, for the purpose of paying all or any part of the Cost
of any [mprovements and the funding, as necessary, of the Reserve Account.
Before any Additional Bonds are permitted to be issued under the Bond Resolution, the City
Commission shall adopt a Series Resolution authorizing the issuance of such Additional Bonds and there
shall be filed with the City, among other things, the following:
(a) a certif,tcate of the Chief Financial Officer, an Accountant or the Rate Consultant
demonstrating that either (D (A) the percentage derived by dividing the Net Revenues for any
period of twelve (12) consecutive months selected by the City out of the eighteen (18) months
preceding the delivery of such certificate by the Maximum Principal and Interest Requirements,
including the Principal and Interest Requirements with respect to the Additional Bonds then to be
delivered, for any future Fiscal Year is not less than one hundred ten per centum (ll0%\ and (B)
the percentage derived by dividing the Net Revenues projected for the Parking System for the
Fiscal Year following the Fiscal Year in which the Completion Date of the Improvements to be
financed by the Additional Bonds then to be delivered is expected to occur, including the Net
Revenues attributable to the lmprovements, as certified by the Rate Consultant, adjusted as
permitted below, by the Maximum Principal and lnterest Requirements, including the Principal and
Interest Requirements with respect to the Additional Bonds then to be delivered, for any future
Fiscal Year is not less then one hundred fifty per centum (150%); or (ii) the percentage derived
by dividing the Net Revenues for any period of twelve (12) consecutive months selected by the
City out of the eighteen (18) months preceding the delivery of such certificate, by the Maximum
Principal and lnterest 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
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811
hundred fifty per centum (150%) (the period during which Net Revenues are determined being
referred to hereinafter as the "Measurement Period"); and
(b) if the certificate described in (a)(i) above is being delivered, a certificate of the
Rate Consultant setting forth the projected Net Revenues for the Fiscal Year following the Fiscal
Year in which the Completion Date of the Improvements to be financed by the Additional Bonds
then to be delivered is expected to occur;
(c) a certificate of the Chief Financial Officer to the effect that no event of default
under the Bond Resolution and no event which with the passage of time, the giving of notice or
both would become an event of default, has occurred within the twelve (12) consecutive calendar
months prior to the date of such certificate and is continuing, or, if any such event or event of
default has occurred and is continuing, that the issuance of such Series of Additional Bonds witt
cure the same; and
(d) an opinion of the City Attomey or Bond Counsel that the issuance of such
Additional Bonds has been duly authorized and that all conditions precedent to the delivery of such
Additional Bonds have been fulfilled.
ln determining whether to execute and deliver the certificate mentioned in paragraph (a) above, the
following adjustments to Net Revenues may be made:
(l) If the City, prior to the issuance of the proposed Additional Bonds, shall have
increased the rates, fees, rentals or other charges for the services of the Parking System, the Net
Revenues for the Measurement Period shall be adjusted to show the Net Revenues which would
have been derived from the Parking System in such Measurement Period as if such increased rates,
fees, rentals or other charges for the services ofthe Parking System had been in effect during all
of such Measurement Period.
(2) If the City shall have acquired or has contracted to acquire any privately or
publicly owned existing automobile parking facilities, then the Net Revenues derived from the
Parking System during the Measurement Period shall be increased by addition to the Net Revenues
for the Measurement Period of the Net Revenues which would have been derived from said
existing automobile parking facilities as if such existing automobile parking facilities had been a
part of the Parking System during the Measurement Period. For the purposes of this paragraph,
the Net Revenues derived from said existing automobile parking facilities during the Measurement
Period shall be adjusted by deducting the cost of operation and maintenance of said existing
automobile parking facilities from the gross revenues of said existing automobile parking facilities
in the same Inanner provided in the Bond Resolution for the determination of Net Revenues.
(3) If the City, in connection with the issuance of Additional Bonds, shall enter into
a contract (with a duration not less than the final maturity of such Additional Bonds) with any
public or private entity whereby the City agrees to furnish services in connection with any
automobile parking facilities, then the Net Revenues of the Parking System during the
Measurement Period shall be increased by the least amount which said public or private entity shall
guarantee to pay in any one year for the furnishing of said services by the City, after deducting
therefrom the proportion of operating expenses and repair, renewal and replacement cost
attributable in such year to such services. Such payments shall be deemed to be Net Revenues of
the Parking System and pledged for the Bonds in the same manner as other Net Revenues of the
Parking System.
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For a more detailed description of the conditions required to be satisfied in connection with the
issuance of Additional Bonds and the effect of issuing such Bonds, see "APPENDX C - The Resolution"
and, in particular, Sections 209 of the Bond Resolution. The Series 2015 Bonds are being issued as
Additional Bonds.
Refunding Bonds
Under the provisions of the Bond Resolution, Refunding Bonds of the City may be issued under
and secured by the Bond Resolution, on a parity 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, for the purpose of refunding all or a portion of any Bonds Outstanding of any one or more
Series, funding the Reserve Account, if necessary, and paying any expenses in connection with such
refunding.
Before any Refunding Bonds are permitted to be issued under the Bond Resolution, the City
Commission shall adopt a Series Resolution authorizing the issuance of such Refunding Bonds and there
shall be filed with the City, among other things, (A) either: (i) a certificate of the Chief Financial Officer
that the issuance of the Refunding Bonds will result in a decrease in total Principal and lnterest
Requirements for all Bonds Outstanding, or (ii) the certificates required by (a), (b) and (c) under the
caption "Additional Bonds" above; provided, however, that with respect to the certificates required by (a)(i)
and (b), the projected Net Revenues shall be computed for the Fiscal Year immediately following the
issuance of the Refunding Bonds; (B) an opinion relating to the Refunding Bonds required by (d) under
the caption "Additional Bonds" above and (C) an opinion of Bond Counsel to the effect that upon the
issuance of such Refunding Bonds and the application of the proceeds thereof, the Bonds to be refunded
will no longer be deemed to be Outstanding under the Bond Resolution and that the issuance of the
Refunding Bonds will not adversely affect the exclusion of interest on any Bonds then Outstanding from
gross income for federal income tax purposes.
For a more detailed description of the conditions required to be satisfied in connection with the
issuance of Refunding Bonds and the effect of issuing such Bonds, see "APPENDIX C - The Resolution"
and, in particular, Sections 210 of the Bond Resolution.
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 2015 Bonds and other Bonds Outstanding under the Bond Resolution
as long as such obligations are issued in accordance with the provisions of the Bond Resolution authorizing
their issuance as parity indebtedness. Such obligations include the issuance of Convertible Bonds and
Alternative Parity Debt that satisff the conditions established in the Bond Resolution for the issuance of
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Additional Bonds or Refunding Bonds. Such obligations also 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
Parking System, as shown on the Annual Budget for the current Fiscal Year.
For a more detailed description of the other types of indebtedness that may be issued from time
to time on a parity with the Series 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 C - The Resolution" and, in particular, Section 211 of the Bond
Resolution.
Subordinated Indebtedness
The City may issue obligations under the Bond Resolution that are secured by the Net Revenues
without satisfying the conditions for the issuance of Additional Bonds, Refunding Bonds or Altemative
Parity Debt so long as such obligations are issued as Subordinated lndebtedness. Subordinated
Indebtedness is payable solely from amounts on deposit in the Subordinated lndebtedness 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. As a result, the lien
on Net Revenues in favor of Subordinated lndebtedness 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.
Modifications or Supplements to Resolution
Except as set forth in the third (3'u) succeeding paragraph below, no supplemental resolution may
be adopted by the City Commission for the purpose of modifying, altering, amending, adding to or
rescinding, in any particular, any of the terms or provisions of the Bond Resolution or of any resolution
supplemental thereto without the consent in writing of the Holders of not less than a majority in aggregate
principal amount of the Bonds then Outstanding; provided, however, that no such supplemental resolution
shall permit, or be construed as permitting (i) an extension of the maturity of the principal of or the interest
on any Bond, (ii) a reduction in the principal amount of any Bond or the redemption premium or the rate
ofinterest thereon, (iii) the creation ofa superior or parity pledge or lien to the pledge and lien created by
the Bond Resolution, other than as permiued 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.
The consent of the Holders of any Additional Bonds or Refunding Bonds issued under the Bond
Resolution shall be deemed given if the underwriters or initial purchasers for resale consent in writing to
such supplemental resolution and the nature of the amendment effected by such supplemental resolution
is disclosed in the offrcial statement or other offering document pursuant to which such Additional Bonds
or Refunding Bonds are offered and sold to the public.
ln addition, for purposes of providing the written consent of the Holders of any Series of Bonds
to any supplemental resolution modifring, 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.
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Notwithstanding the foregoing, the City may, from time to time, without the consent of the Holders
of any Series of Bonds or providers of Credit Facilities, Liquidity Facilities, Reserve Account Insurance
Policies or Reserve Account Letters of Credit, amend, change, modify or alter the Bond Resolution for any
of the specifically authorized reasons set forth in Sections l00l(a) through (l) of the Bond Resolution. See
"APPENDIX C - The Resolution."
MUNICIPAL BOND INSURANCE
TO COME,IF NEEDED
TTIE PARIilNG SYSTEM
[THIS SECTION SHALL BE UPDATED, AS NEEDED,
AS MORE SPECIFIC INFORMATION IS PROVIDEDI
General
The Parking System includes all parking facilities made available by the City for public parking
of automobiles and other motor vehicles upon payment of a fee or charge for the privilege of parking,
whether such facilities are owned by the City, leased by the City as lessor or lessee, or consist of parking
spaces on public streets (whether such streets are City streets, County roads or State roads) for which the
City lawfully charges a parking fee by meter or otherwise, and any space within such parking facilities
which is intended to be used as retail space as of the date of issuance of the Series 2015 Bonds, and shall
(i) include the Series 2015 Project, any Improvements and any Separate Parking Facilities consolidated with
the Parking System pursuant to the Bond Resolution and (ii) exclude any Separate Parking Facilities not
so consolidated with the Parking System.
At the time of issuance of the Series 2015 Bonds, the excluded Separate Parking Facilities consist
of the three (3) parking facilities located at (i) Seventh Street and Collins Avenue, (ii) Sixteenth Street
between Washington Avenue and Collins Avenue and (iii) Fifth Street and Alton Road.
In addition to the Separate Parking Facilities described above, the City Commission may by
resolution determine to own or operate additional Separate Parking Facilities; provided, however, that prior
to the adoption of any such resolution designating any facility as a Separate Parking Facility, there shall
be delivered to the City Manager a certificate of the Chief Financial Officer containing such officer's
determination that the ownership and operation of such Separate Parking Facility will not have a material
adverse impact on the Net Revenues of the Parking System and stating the Chief Financial Officer's
reasons for such determination.
The City may incur debt to acquire or improve Separate Parking Facilities without compliance with
any test or limit contained in the Bond Resolution so long as such debt is payable solely from the revenues
generated by such Separate Parking Facilities and the holders ofsuch debt have no recourse and are in no
way payable from the Revenues of the Parking System. The revenues, current expenses and debt service
associated with the Separate Parking Facilities and any debt of the City incurred therefor shall not be
included in Revenues, Current Expenses and Principal and lnterest Requirements under the Bond
Resolution.
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Any of the Separate Parking Facilities may be consolidated with the Parking System upon
demonstration of compliance with the tests for the incurrence of Additional Bonds contained in the Bond
Resolution. In determining such compliance, the revenues and current expenses of the Separate Parking
Facility shall be included in computing Net Revenues and the debt service on any debt payable from
revenues of such Separate Parking Facility shall be included in Principal and Interest Requirements.
[The City's Parking Department (the "Department") is the single largest provider of parking in the
City, serving residential, commercial, visitor and tourist parking needs. The Department is comprised of
three (3) divisions: administration, on-street parking and off-street parking. The Departrnent manages and
operates 66 surface parking lots and 10 garages. There are 17 residential parking permit zones within the
City. The Department is also responsible for ensuring that the regulations governing parking within the
City are followed and operates a parking enforcement unit for such purpose.
Aso|-,2015theParkingSystemconsistedofl3,377parkingspaces.ofthistotal,
8,447 were metered spaces on streets and in off-steet lots and 4,930 were spaces contained in ten (10)
garages. Currently, of the ten ( 1 0) garages have metered spaces and _ of the ten ( I 0) garages
have an attendant collecting a flat fee at entry. The remaining _ garages have state-of-the-art revenue
control systems and collect the rate of $ 1 .75 per hour. The City is in the process of converting the _
garages without state-of-the-art revenue control systems to ticket dispenser, card reader and cashier
operations.l
Organization
The City exercises exclusive jurisdiction, control and supervision over the Parking System. The
City Commission has the legal authority to fix rates, fees and charges, and to acquire, construct, finance
and operate the Parking System and any additions thereto, without supervision or regulation by the County
or the State or any other political subdivision thereof, or by any other commission, board, bureau or
agency.
The City uses the concept of private sector expertise with public sector oversight. The City has
a parking management team consisting of an Assistant Director, an Operations (Project) Manager, and
seven (7) parking operations supervisors, all of whom are employees of the City. The City has
competitively bid for contract services, including, but not limited to cashiers, attendants, supervisors,
security services, janitorial services and landscaping services, with the objective being to obtain the best
value for such contract services at the lowest cost. The City manages and operates all municipal parking
facilities by retaining all operating controls. All contracts are based on a unit price - either through an
hourly rate or set unit price - and all contracts may be terminated at the convenience of the City, with thirty
(30) days' prior notice. Contractors are not entitled to terminate their contracts. Other services that have
been successfully outsourced include parking meter collections and towing.
The Department is managed by the City Manager, the Assistant City Manager in charge of the
Department, the Chief Financial Officer, the Director and the Assistant Director of the Department. In
addition to overseeing the office of the Assistant Director, the Director of the Department specifically
manages the Department's finances, revenue collections, purchasing and payroll matters. He also
specifically oversees the Department's human resources, labor relations, organizational development,
customer relations, public information, meter rentals, sales and marketing activities. The Assistant Director
of the Department specifically manages all (i) aspects of (a) on-street parking operations, including meter
installations, repairs, maintenance and collections, and (b) off-street parking operations, including issues
relating to safety, cleanliness and affordable service; (ii) matters relating to (a) enforcement of parking rules
and regulations and traffic flow and (b) private contracts to provide services for the Parking System; and
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816
(iii) parking-related sign installations, maintenance and removals, light maintenance, painting, striping and
pressure cleaning.
In addition to being in charge of the Department, the Assistant City Manager overseeing the
Department is also responsible for the following departments of the City: Transportation, Traffic
Management, Tourism, Culture and Real Estate, Housing and Community Development and Education.
On September 10, 2015 the Chief Financial Officer and the Assistant Finance Director for the City
resigned from their respective positions. The Chief Financial Officer had served in her position for
eighteen ( 1 8) years and the Assistant Finance Director had been an employee of the City for seventeen ( I 7)
years. No explanations were provided by either employee in connection with the submittal of their
resignations. However, the City Manager has stated that his decision to accept their resignations had
nothing to do with the performance of the City's Finance Department nor the financial status of the City.
Each position has been filled by the City Manager's appointment of experienced City employees who will
serve in the position of Interim Chief Financial Officer and Interim Assistant Finance Director, respectively,
until permanent replacements axe selected.
Set forth below is a description of the management officials of the City who are responsible for
the operation of the Parking System:
Jimmy L. Morales, Esq., City Manager. Mr. Morales was appointed City Manager for the City
of Miami Beach, Florida in April20l3. Prior to accepting his position as City Manager, Mr. Morales was
a shareholder and member of the Board of Directors of the law firm, Steams Weaver Miller Weissler
Alhadeff & Sitterson, P.A. from 2000-2013. Mr Morales also served as City Attomey for the City of
Doral, Florida from2009-2013 and as City Attomey for the City of Marathon, Florida from 2005-2009.
ln addition, Mr. Morales served as a member of the Board of County Commissioners of Miami-Dade
County, Florida from1996-2004. He has received numerous professional awards, honors and recognitions,
including the Greater Miami Chamber of Commerce Bill Colson Leadership Award for Outstanding
Leadership and Superior Ability in 2000, the SAVE Dade Champion of Equality award in 2006, and
induction into the Miami Beach High School Hall of Fame in 2004. He was selected as one of the Top
Lawyers in South Florida by the South Florida Legal Guide in 2008-2009 and 20ll and as one of the
Florida Super Lawyers in 2006-2010. Mr. Morales received his Bachelor of Arts, Magna Cum Laude, from
Harvard University and his Juris Doctorate, Magna Cum Laude, from Harvard Law School.
John Woodruff, Interim Chief Financial Officer. Mr. Woodruff was appointed Lrterim Chief
Financial Officer for the City of Miami Beach, Florida in September 2015. Prior to accepting his position
as lnterim Chief Financial Officer, Mr. Woodruff served as Director of the Office of Budget and
Performance Improvement for the City from June 2013 to September 2015. Prior to joining the City, Mr.
Woodruff served as co-owrer of Panama Realtor Property Management Services from August 2012 to June
2013. He also served in various capacities for Pinellas County, Florida, including serving as Director of
the Pinellas County Office of Management and Budget from April 2007 to luly 2012 and as a Manager
in such office from April2002 to April 2007. Prior to employment in Florida, Mr. Woodruff served in
various positions for the City of San Antonio, Texas, including serving as a Senior Budget and
Management Analyst in the Office of Management and Budget for the City of San Antonio from February
2000 to April 2002 and as a Budget and Management Analyst in such office from January 1998 to
February 2000. He also intemed with the U.S. Departrnent of Commerce, the lntemational Affairs
Department for the City of San Antonio and the Mayor's Office for the City of San Antonio. Mr.
Woodruff received a Masters in Business Administration, in Intemational Business, from the University
of Texas at San Antonio and a Bachelor of Arts in History from the University of Texas at Austin.
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817
Kathie G. Brooks, Assistant City Manager. Ms. Brooks was appointed an Assistant City
Manager for the City of Miami Beach, Florida in April 2013 and served the City as its interim City
Manager from July 2012 to April 201 3. Prior to accepting her position in the office of the City Manager,
Ms. Brooks served as the City's Budget and Performance Improvement Director from 2004-2012. Pi,'or
to joining the City, Ms. Brooks served in various capacities and senior level positions for Miami-Dade
County, Florida for two decades, including in the Miami-Dade CountyBudget Departrnent from2003-2004,
the Miami-Dade County Manager's Office of Performance Improvement from 2001-2003, the Miami-Dade
County Solid Waste Department from 1989-2001 and in the Miami-Dade County Transit Department from
1984-1989. Prior to her service in government, Ms. Brooks was a transportation planner for the firm of
Schimpeler Corradino and Associates from 1980-1983. Ms. Brooks received her Bachelor and Master of
Arts in Geography from the University of Miami.
Saul Frances, Parking Director. Mr. Frances was appointed Parking Director for the City of
Miami Beach, Florida in October 2000. Prior to such appointment, Mr. Frances served as Assistant Parking
Director for the City from December 1993 to October 2000. Prior to joining the City, Mr Frances served
as Director of Planning and Development for the City of Miami Parking System from April 1987 to
December 1993. Mr. Frances has received several professional awards, honors and recognitions. He has
been designated a Certified Administrator of Public Parking by the International Parking Institute and is
also a Certified Parking Enforcement Specialist in the State of Florida. Mr. Frances received his Bachelor
of Science in Business Administration from Florida Intemational University.
Monica Beltran, Assistant Parking Director. Monica Beltran was appointed Assistant Parking
Director for the City of Miami Beach, Florida in December 2014. Prior to joining the City, Ms. Beltran
served in various capacities with the Miami-Dade County Aviation Department in a career that spanned
over thirty-five (35) years. During her tenure with County government, Ms. Beltran served as Landside
Operations Supervisor from 1987 -2006 and as Director of Landside Operations from 2006-2014. Ms.
Beltran also served as the American with Disabilities Act Coordinator for the Miami Intemational Airport.
Ms. Beltran received her Bachelor of Arts in French and Spanish and her Master in Public Administration
from Florida Intemational University.
Operations
Parking meters are the main collection devices for the Parking System and a major portion of the
Revenues collected annually is received from Parking System meter operations. Any on-street and off-
street parking spaces that are currently operated with a single space parking meter and not scheduled to be
converted to multi-space pay stations will be upgraded with new single space meters, including a new "In-
car Meter" option, known as "iPark." An iPark is a device that can be preloaded and reloaded with a value
of time that may be purchased via telephone or on-line. All functions of the device can be accomplished
remotely from the comfort of the user's home or vehicle.
In addition, monthly parking permits, with respect to off-street parking, and semi-annual and annual
parking permits, with respect to ovemight on-sfreet parking for residents, provide permit holders
identification emblems to park within designated parking locations. A limited number of spaces are also
leased to private organizations, provided such an arrangement is legally permissibte and practical, from a
financial and operational perspective.
Collections for most of the meters of the Parking System are conducted on a rotating, five-day basis
by a private contractor retained by the City. However, the most active meters are collected more
frequently. Collections involve scheduling of routes, removing the meter coin boxes, which remain locked
upon removal, and depositing contents into a larger locked container for transport. The containers are then
20
818
transferred to a secure central site, which offers the capability of close supervision, before they are
unlocked. The collections are then counted and delivered to the Parking System's bank depository. ln a
continuing effort to strengthen monetary controls, a modern, automated coin counting operation has been
established.
The standard hours of parking enforcement are from 8:00 a.m. to either 6:00 p.m. or midnight,
depending on location, daily.
Parking Rates
Historical debt service coverage for the Parking System has been at ample levels, which has
allowed the City to fund several projects from revenues of the Parking System. One notable example of
the strength of revenues of the Parking System historically is the City Hall Garage ("CHG") located on
Meridian Avenue and lTth Street. The CHG supports the City Center area of the City and was fully
funded without debt. Construction of the CHG was funded with impact fees, excess Net Revenues and
funds provided by the Miami Beach Redevelopment Agency.
An internal review of the Parking System's rates is conducted annually as a component of the
Department's budget process. Rates of the Parking System are reviewed from various perspectives,
including, without limitation: (1) Revenues versus Current Expenses and the overall financial position of
the Enterprise Fund; (2) local private and public sector rates; and (3) other communities with similar
economic generators and land uses. If the intemal review warrants further examination, a rate analysis is
conducted by a reputable and nationally recognized firm, which is typically, an engineering firm with
experience as a parking consultant. The firm's recommendations are analyzed by City staffand thereafter,
provided to the City Commission. The last increase in rates of the Parking System occurred in Fiscal Year
2012, when the hourly meter rate was increased from $1.50 to $1.75 in the South Beach area of the City.
Additionally, the Parking System receives parking fine revenue from the Miami-Dade County Clerk
of Courts, the entity that performs all processing, collection and adjudication of parking fines for all
jurisdictions in the County. The City receives two-thirds (213) and the State receives one-third (l/3) of all
revenues collected for parking fines assessed within the City.
On-Street Meters: The rates at on-street meters are $1.00 per hour in the Middle and North Beach
areas of the City and $1.75 per hour in the South Beach area of the City. Similarly, time limits at the
meters range from one (l) hour to twelve (12) hours, depending on rate and location. ln general, the short-
term meters are located to serve customers of nearby businesses and promote turnover of the parking
spaces, while the longer-term meters serve employees and visitors to some beach areas.
Parkins Lots: The rates at metered parking lots are $1.00 per hour north of 23'd Street and $1.50
per hour south of 23'd Street. The lower rates are usually at the long-term lots and the higher rates at the
short-term lots. Generally, when lots are used for special events, a flat rate of $15.00 per vehicle is
charged upon entry. Parking lots have both transient revenues and monthly permit parking revenues.
Monthly parking revenues are at the rate of $70.00 per month, plus tax, for all municipal parking lots.
Garages: The l2'h Street and l3'h Street Municipal Parking Garages charge for parking at the rate
of $1.00 per hour or any part thereof, up to fifteen (15) hours. A maximum rate of $20.00 per 24-hour
maximum is charged. The 4Td Street Garage charges $1.00 per hour up to twenty-fow Q$ hours, with
a maximum of $8.00 for the entire day. The l7'h Street Garage charges $1.00 per hour for up to six (6)
hours, $8.00 for six (6) hours to seven (7) hours, $10.00 for seven (7) hours to eight (8) hours, $15.00 for
eight (8) hours to fifteen (15) hours and $20.00 for fifteen (15) hours to twenty (20) hours. Monthly
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819
parking revenues are at the rate of $70.00 per month, plus tax, for all garages. [Rates charged generally
for other garages will be provided by the City.l Storage in municipal parking garages is prohibited.
Current Developments
The current capital budget plan approved by the City for the Parking System includes funding for
parking garage expansions, construction of new parking garages, surface lot improvements and technology
enhancements. The City engaged Walker Parking Consultants, lnc. ("Walker Parking Consultants"), a
nationally recognized consulting firm, to perform a parking supply and demand analysis for the three (3)
major geographic areas of the City (South Beach, Middle Beach and North Beach) to plan for anticipated
growth within the City. Walker Parking Consultants performed a citywide analysis in 2003, which is still
being used to identiff priority areas and sites for parking development and/or enhancements.
The City is currently in the process of developing the Collins Park Garage, located on 23'd Street
and Liberty Avenue. Architectural and engineering services were awarded to Zaha Hadid Architects. The
new garage is expected to be a multi-level structure with 470 parking spaces and 17,000 square feet of
retail space on the ground floor. Construction of the Collins Avenue Garage is scheduled to commence
soon, with construction anticipated to be completed by the end of Fiscal Year 2016 or early in Fiscal Year
2017.
In addition to its development of new parking facilities, the City has several initiatives that were
recently developed or are in the process of being developed to increase mobility for residents and visitors
of the City. Such initiatives help to reduce the pressure to access limited parking resources in ceratin areas
of the City and during peak hours of demand. The initiatives include: (i) Citibike, formerly known as
"Deco Bike," which is a point to point, self-service bicycle sharing program that allows users to rent
bicycles at their discretion at kiosks throughout the City, and (ii) Car2Go, which is a car sharing service
providing for car rentals in a manner similar to the bicycle rentals facilitated by Citibike. The City is also
conducting a pilot program for the installation of electric vehicle charging stations within one of its current
parking garages.
The City recently implemented the first fully integrated license plate enabled parking payment
platforms in the country. The platforms include: (i) payment for parking by license plate at multi-space
pay stations (currently 750 units throughout the City); (ii) ParkMobile pay by phone services; (iii)
commercial and residential virnral parking permits; and (iv) LPR (License Plate Recognition) enabled
mobile and handheld enforcement devices.
Future Plans for Parking Projects
The City approved the Proposed Fiscal Years 20l4ll5 - 20l8ll9 Capital Improvement PIan and
Fiscal Years 20l4ll5 Capital Budget (the "CIP") on December 2,2014. The CIP includes capital projects
designed to upgrade and enhance the Parking System. The CIP contemplates funding for parking garage
improvements, construction of new parking garages, surface lot maintenance and improvements and
technology enhancements. Parking structures are contemplated for the North Beach and Middle Beach
areas of the City. Municipal Parking Lot No. P55, located on Collins Avenue and 27h Street, has been
preliminarily identified as a suitable location for a multiJevel parking structure as well. The City owns
the land at this site and is considering it for future development to increase access to parking in the area.
Except for issuance ofthe Series 2015 Bonds to finance the Series 2015 Project, no issuance of
Bonds is currently planned to finance the projects in the CIP. Future development of parking facilities by
the City will be determined based on demand, by location, and identification of available funding sources.
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820
As a result, funding for the development of future Parking System projects may involve the issuance of
obligations secured by Net Revenues. However, such issuance would be required to comply with the
provisions of the Bond Resolution. See "SECURITY AND SOURCES OF PAYMENT" herein.
Reference is made to the CIP for more specific information conceming the various improvements
currently planned for the Parking System, the time period provided for the implementation of such
improvements and the sources of funding anticipated to be utilized to acquire, construct and install such
improvements. A copy of the CIP is available on the website for the City at rvrvrv.miamibeachfl.qov.
Parking System Covenants
The Bond Resolution contains the following covenants of the City:
Construction of Proiect and Improvements; Operation o-f Parkins SJ)stem. The City covenants that
it will construct the Project and all other Improvements for the construction or acquisition of which Bonds
or other System Debt shall be issued under the provisions of the Bond Resolution, or for which moneys
repayable from the proceeds of Bonds or other System Debt issued under the provisions of the Bond
Resolution shall have been advanced to the City, in accordance with the plans theretofore approved by the
Consulting Engineers and that, upon the completion of the Project or any such other Improvements, it will
operate and maintain the same as a part of the Parking System. Any contract with any person for the
construction of all or a portion of the Project or any other Improvements shall provide for such
performance and payment bonds or security in lieu thereof and for such ratings as shall be in compliance
with the laws of the State of Florida and the normally established practices of the City from time to time
in effect.
The City further covenants that it will establish and enforce reasonable rules and regulations
governing the use of the Parking System and the operations thereof, that all compensation, salaries, fees
and wages paid by it in connection with the maintenance, repair and operation of the Parking System will
be reasonable, that it will operate the Parking System in an efficient and economical manner, that it will
at all times maintain the Parking System or any part thereof in good repair and in sound operating
condition and will make all necessary repairs, renewals and replacements, that it will duly observe and
comply with all valid requirements of any municipal or governmental authority relative to the Parking
System, that, except as permitted by the Bond Resolution, the City will not create or suffer to be created
any lien or charge upon the Parking System or any part thereof or upon the Net Revenues ranking equally
with or prior to the Bonds, and that, out of the Net Revenues, it will pay or cause to be discharged, within
sixty (60) days after the same shall accrue, all lawful claims and demands for labor, materials, supplies or
other objects which, if unpaid, might by law become a lien upon the Parking System or any part thereof
or upon the Revenues; provided, however, that nothing contained in this paragraph shall require the City
to pay or cause to be discharged, or make provision for, any such lien or charge so long as the validity
thereofshall be contested in good faith and by appropriate legal proceedings.
No Free Parkins. To the extent permitted by law, the City will not permit free parking or services
to be supplied by the Parking System, except that (i) the City Commission, officers and employees may
use facilities of the Parking System free of charge only while on official City business, (ii) the City may
establish the hours during which meter charges shall be applicable and (iii) the City may permit free
parking during hours when the volume of parking business does not justify the expense of collecting
parking charges.
Enforcement qf Collections. The City will diligently enforce and collect, or cause to be enforced
and collected, the rates, fees and other charges for the use of the Parking System, will take, or cause to be
23
821
taken, all steps, actions and proceedings for the enforcement and collection ofsuch rates, fees and charges
to the fulI extent permitted or authorized by law, and will maintain accurate records with respect thereto.
All such rates, fees, charges and revenues pledged under the Bond Resolution shall, as collected, be held
in trust to be applied as provided in the Bond Resolution and not otherwise.
Manasement bv Others of the Parkins System. All or any part of the Parking System may be
managed by independent managers or operators or by any authority created by the City for such purpose
under such provisions as are acceptable to the City Commission; provided, however, that prior to the
approval of any such management arrangement, there shall be delivered to the City Manager (i) a certificate
of the Chief Financial Officer containing the Chief Financial Officer's determination that such management
arrangements will not have a material adverse impact on the Net Revenues of the Parking System and
stating the Chief Financial Officer's reasons for such determination and (ii) an opinion of Bond Counsel
to the effect that such management arrangement will have no adverse impact on the exclusion of interest
on any of the Bonds or other System Debt from gross income for federal income tax purposes. Any and
all financial considerations received by the City by reason of such management arrangement shall be
regarded as Revenues for purposes of the Bond Resolution.
Sale or Other Disposition of the Parkinq Svstem. Except as otherwise provided in the Bond
Resolution, the City shall not sell, lease or otherwise dispose of all or any part of the Parking System.
(a) To the extent permitted by law, the City, without restriction, may in any Fiscal
Year sell, lease or otherwise dispose of assets forming a part of the Parking System, the aggregate
value of which in each such Fiscal Year does not exceed the lesser of $1,000,000 or one half of
one per centum (ll2 of l%) of the book value of the net property, plant and equipment of the
Parking System, as shown on the Financial Statements for the latest Fiscal Year for which such
Financial Statements are available.
(b) To the extent permitted by law, the City may in any Fiscal Year sell, lease or
otherwise dispose of assets forming a part of the Parking System in excess of the amount set forth
in clause (a) above if, before any such transfer, there is delivered to the City Manager a report of
the Consulting Engineers or Rate Consultant demonstrating that the sale, lease or other disposition
of such property will not have a material adverse impact on the Net Revenues and stating such
consultant's reasons therefor. In determining whether to render such report, the Consulting
Engineers or the Rate Consultant shall consider the usefulness of the assets to be disposed of to
the operations of the Parking System, the uses to be made of any proceeds of a sale and the rental
income to be received with respect to any lease thereof.
(c) To the extent permiued by law, the City may in any Fiscal Year sell, lease or
otherwise dispose of any assets forming a part of the Parking System, without regard to the
limitations and conditions in clauses (a) and (b) above, if the City Commission by resolution
declares that such assets are not needed or serve no useful purpose in connection with the
maintenance and operation of the Parking System.
The proceeds of any disposition pursuant to immediately preceding subparagraphs (a), (b)
or (c) above shall be applied as described in "SECURITY AND SOURCES OF PAYMENT - Flow
of Funds" herein or to the defeasance of Bonds pursuant to the Bond Resolution.
(d) To the extent permitted by law, the City may sell, lease or otherwise dispose of
the assets of the entire Parking System if, upon application of the proceeds of any such disposition
as hereinafter described, there shall be no Bonds deemed to be Outstanding under the provisions
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of the Bond Resolution and the City shall have paid or made full provision for the payment of all
other obligations of the City payable from the Revenues of the Parking System, including but not
limited to, Current Expenses then due and payable or to become due and payable, and all other
System Debt payable in any way from the Revenues of the Parking System and all fees then due
and owing or to become due in the future with respect to Credit Facilities. The proceeds of any
sale, lease or other disposition permitted by this clause (d) shall be applied first to the payment or
provision for payment of the obligations, including the Bonds, set forth above, and only after all
such obligations shall have been paid or full provision for their payment been made, shall the City
apply any of such proceeds to any other lawful purpose of the City.
No sale, lease or any other disposition of assets of the Parking System pursuant to immediately
preceding subparagraphs (a) through (d) above shall be consunmated, nor shall the proceeds ofany such
disposition be applied, unless prior to such consummation or application there shall be delivered an opinion
of Bond Counsel to the effect that such disposition and the application of the proceeds as described in such
immediately preceding subparagraphs will have no adverse impact on the exclusion of interest on any of
the Bonds or other System Debt from gross income for federal income tax purposes.
The Bond Resolution provides that without complying with the above provisions but subject to
compliance with the rate covenant and the tax covenants contained in the Bond Resolution, to the extent
permitted by law, the City may permit at such rates as the City shall deem reasonable (i) the exclusive use
of parking lots or structures, or any portion thereof, which are part of the Parking System in connection
with special events or occasions for periods of no more than one (l) week, including renewals; (ii) the
exclusive use of spaces in parking lots or structures which are part of the Parking System by individuals
who are members of the general public for periods of no more than one (l) month (however, such use may
be renewed for successive periods of no more than one (l) month each); (iii) the exclusive use of parking
lots or structures, or any portion thereof, which are part of the Parking System during periods (e.g., at
night) when there is little or no reasonably expected demand for use of such lots or structures by members
of the general public and when such exclusive use for such periods will not prevent any foreseeable use
of such lots or structures by members of the general public; or (iv) the rental of retail space within parking
structures that are part of the Parking System and intended, upon initial acquisition or construction by the
City of such structures, to be used as retail space. The income from such use as described in this paragraph
shall be deposited in the Enterprise Fund and applied as described in "SECURITY AND SOURCES OF
PAYMENT - Flow of Funds" herein.
Summary Statement of Revenues and Expenses
A summary of historical and current comparative financial information of the Enterprise Fund is
presented below.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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823
STATEMENT OF REVENUES, EXPENSES AND
CHANGES IN NET ASSETS OF THE ENTERPRISE FUND
Fiscal Year Ended September 30.
Nine Month July I Total
Period Ended through (Unaudited)
Iune 30, September 30, and(Unaudited) (Budeet) (Budget)
2013(tl
Operating revenues:
Charges for services $ 34,876,171 S 36,821,147 $ 38,600,651
Permits, rentals, and other 5,231,823 5,521,507 1,702,093
Total operating revenues 40,107,994 42,342,654 40,302,744
Operating expenses:
Personal services
Operating supplies
Contrachral services
Utilities
Insurance
Intemal services charges
Depreciation
Administrative fees
Amortization(r)
Other operating
Total operating expenses
Operating income (loss)
Non-operating revenues
(expenses):
Intergovemmental revenues
Interest and fiscal charges
Gain on disposition of
capital assets
Unrealized gains (losses)
on investments
Interest income
Total non-operating revenues
(expenses)
Income (loss) before transfers
and capital contributions
Capital Contributions
Transfers in
Transfers out
Change in net position
Net position - beginning
Net position - ending
23,878 14,188
(103,764t (302,070) 3,277,5s4
tt,487 ,990
-0-
3,468,295
(8,264,833)
6,69t,452
t40,794,267
$llL!![U $-tl!Jr1.337 $llz4l3) $14J4t.r82) $1_13161,8_12
Source: Comprehensive Annual Financial Report of the City of Miami Beach, Florida for Fiscal Years ended September 30, 2011 through
September 30,2014.
Source: City of Miami Beach, Florida, Department of Finance. Represents actual totals for the period indicated.
As a result of the implementation of GASB 67, beginning in Fiscal Year 2014, amortization expenses are included with interest expenses and fiscal
charges.
201l(t)2012(')
9,952.848 10,342,637
252,28t 225,343
6,220,925 6,363,160
999,985 969,466
271,253 t52,791
2,996,270 3,372,560
3,254,856 3,181,804
3,270,868 3,147,440
24,794 t3,240
323,094 435,036
27.567,174 28,203,477
12,540,820 t4,t39,177
-0- -0-
(77 t,se4) (815,935)
-0- -0-
643,952 499,677
12,437,056 13,837,107
24s,834 (4,8tt,624)
374,837 4,970,954
(5,363,864) (8,652,304)
7,693,863 5,344,t33
127,756,271 135,450,134
$l_31t5!.r34 $!!u.2.!@-
9,704,448
207,870
7,013,483
t,770,790
48,298
4,459,650
4,977,984
3,425,000
20,780
464,005
32,092,308
8,2t0,436
3,5t9,248
(750,090)
16,440
(9,22r)
501,t77
20t44\
$ 38,483,390
t,565923
40,049,313
11,591,813
56,823
8,107,560
1,728,924
217,s38
3,375,776
6,9t7,62t
1,863,000
-0-
2,308,523
36,t67,578
3,88 I ,735
2,973,729
(666,3 ss)
27,438
18,066
4t7,423
2,770,30t
6,652,036
(5 17,53 8)
4,627,530
(9,010.1 59)
t,75t,869
147,003,468
20ls?l
$ 30,s23,r37
I,498,288
32,02t,425
8,944,155
t93,124
5,564,467
t,472,t50
118,184
2,450,047
4,866,54t
1,308,751
-0-
1.838,1 53
26,755,572
5,265.853
t,59t,092
(986,653)
35,r44
2,898
179,390
821 ,871
6,087,724
(164,374)
r77,007
(7,345,500)
(1,245,143)
2015Q)
s 9,668,863
523,7 t2
10,192,575
4,310,845
4,276
4,388, l 33
356,850
34,816
913,953
t,632,459
436,249
-0-
607.847
t2,685,428
(2,492,853)
1,3 10,908
(460,347)
-0-
-0-
67,6t0
9 18, 171
(t,s74,682)
-0-
-0-
(2,470,s00).
(4,045,182)
20l5Ql
$ 40.192,000
2,022,000
42,2t4,000
13,255,000
t97,400
9,9s2,600
1,829,000
153,000
3,364,000
6,499,000
1,745,000
-0-
2,446,000
39,441,000
2,773,000
2,902,000
( 1,447,000)
35,144
2,898
247,000
t,740,042
4,5t3,042
(164,374)
177,007
(9.816,000)
(5,290,32s)
t48,755,337
(l)
(2)
(3)
26
824
HISTORICAL NET REVENUES, DEBT SERVICE
AND DEBT SERVICE COVERAGE
General
The information in the following table sets forth the historical revenues, expenditures and debt
service coverage of the Parking System.
Fiscal Year Ended September 30.
201l(')2012t')
Revenues(')
Current Expenses(n)
Net Revenues Available
for Debt Service
Debt Service(')
Debt Service Coverage
Ratio
$40,7 51,946 $42,842,331
21,016,656 21,960,993
19,735,290 20,991,339
3,789,417 4,030,601
5.21x 5.21x
2014(t)2015(2\
$40,466,736 $42,461,000
27,386,957 31,187,000
4!1"'
$40,803,921
23,668,544
17,135,377 13,079,779 11,274,000
4,022,564
4.26x
4,026,993 4,022,s72
3.25x 2.80x
(l) Source: Comprehensive Annual Financial Report of the City of Miami Beach, Florida for Fiscal Years ended
September 30, 2010 through September 30,2014.(2) Source: City of Miami Beach, Florida, Department of Finance, based on actual totals for the nine month
period ended June 30, 2015 (unaudited) and amounts budgeted for the period ended July 1,2015
through September 30, 2015.
(3) Revenues include operating revenues and non-operating interest income.(4) Current Expenses do not include interest, depreciation, amortization or administrative fees.
(5) Represents Principal and Interest Requirements on the Outstanding Bonds, plus debt service on any other
System Debt. Upon issuance of the Series 2015 Bonds, the only other System Debt Outstanding will be the
Outstanding Bonds. See "HISTORICAL NET REVENUES, DEBT SERVICE AND DEBT SERVICE
COVERAGE - Management Discussion of Parking System" and "DEBT SERVICE SCHEDULE' herein.
Management Discussion of Parking System
[ADDITIONAL INFORMATION FOR THIS SECTION, AS NEEDED,
TO BE PROVIDED BY THE CITYI
The Enterprise Fund had a change in net position for Fiscal Year 2014 of $ 1.8 million. Operating
revenues of the Parking System decreased by $253,43 I or O.60/o and operating expenses increased by $a. I
million or 12.7o/o from Fiscal Year 2013. Net non-operating revenues were $2.7 million and consisted of
$666,355 in interest and fiscal charges, $27,438 in gain on disposal ofcapital assets, $18,066 in unrealized
gain on investments and $417,423 in interest income. For Fiscal Year 2014 $3.0 million in
intergovemmental revenues were received as the City's share in parking ticket revenue from the County.
lntergovemmental revenues decreased by $545,519 or 15.5o/o from Fiscal Year 2013. The decrease in
revenues were, in part, the result of construction related projects that occupied many parking areas.
27
825
In the past the City has executed loan agreements with the City of Gulf Breeze, Florida Local
Government Pool to borrow funds for various purposes. Repayment of the portion of the $22,445,000 Gulf
Breeze Note, Series 1985C which was used to finance costs related to the construction of a parking garage
was allocated to the Enterprise Fund. The principal of such Note was required to be repaid in fourteen (14)
annual installments, commencing December 1,2002, with interest paid semiannually. As of September
30, 2014, the outstanding amount of the Gulf Breeze Note payable from the Enterprise Fund was
$1,494,728. Such amount is expected to be paid in full prior to the issuance of the Series 2015 Bonds.
[REMAINDEROF PAGE INTENTIONALLY LEFT BLANK]
28
826
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
20t6
2017
201 8
20t9
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 2015 Bonds
Total Series
2015 Bonds
Outstanding and Outstanding
Principal
$
Interest
S
Total Bonds
$ 3,243,462.50
3,244,862.s0
3,239,t12.50
3,245,5t2.50
3,244,112.50
3,242,862.50
3,132,362.50
2,230,762.50
2,231,162.50
2,233,662.50
2,234,018.76
2,233,375.00
2,230,418.76
2,230,150.00
2,232,337.50
2,231,750.00
2,233,250.00
2,231,250.00
2,230,750.00
2,23 I,500.00
2,233,250.00
2,230,750.00
2,234,000.00
2,232,500.00
2,231,250.00
-0-
-0-
-0-
-0-
-0-
s:$:
29
$: $62J-68.425.U
827
THE CITY
General
The City is located on a barrier island surrounded by the Atlantic Ocean to the east and Biscayne
Bay to the west. The City comprises seven (7) square miles of land area and ten (10) square miles of
Biscayne Bay. The City is connected to the mainland by four (4) causeways.
The climate of the City is tropical, with an average annual temperature of 75 degrees Fahrenheit,
24 degrees Celsius. The City is the home of the Art Deco Historic District, consisting of one of the
greatest concentrations of Art Deco architecture in the United States. Within the Art Deco Historic District
is the world famous Ocean Drive, which has been called the "Riviera" of Florida. The economy of the area
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.
City Government
The City was incorporated as a municipal corporation on March 26,1915. The City operates under
a Commissionlcity Manager form of govemment. The City Commission consists of the Mayor and six
(6) Commissioners who serve as the policy-making body of the City. Authority is vested in the City
Commission to enact ordinances, hold public hearings, approve contracts, establish the City's budget and
tax assessments, and authorize construction of all public improvements.
The Mayor and City Commission are elected on a citywide, nonpartisan basis. Elections are held
in odd numbered years, with the Mayor elected to serve two-year terms with a limit of three (3) consecutive
terms. Commissioners are elected to serve four-year terms with a limit of two (2) consecutive terms. City
Commission terms are staggered so that not all Commissioners are up for re-election at the same time. On
a rotating basis, the City Commission selects one (1) of its members to serve as Vice Mayor for a three-
month term. The Mayor, who is the presiding officer at City Commission meetings, may vote on all
matters that come before the City Commission, but has no power of veto. The City Commission appoints
the City Manager, the City Attomey and the City Clerk. All other department heads are appointed by the
City Manager, with the consent of the City Commission.
Philip Levine serves as the Mayor of the City. Mayor Levine was elected as Mayor on November
5,2013 and his current term of office will expire in November 2015. Set forth below is a list which
contains the current members of the City Commission and the expiration of their respective terms of office:
Miami Beach, Florida City Commission
CiW Commission Members
Edward L. Tobin, Vice Mayor
Michael Grieco
Joy Malakoff
Micky Steinberg
Deede Weithorn
Jonah Wolfson
Date Term Ends
November 2015
November 2017
November 2017
November 2017
November 2015
November 2015
30
828
The next general election of the Citywill be held on November 3,2015. The Mayor is running
against a single opponent in the upcoming election, as are two (2) of the three (3) City Commissioners.
No City Commissioner whose term is expiring in November 2015 is running for reelection. In addition,
if noone running for the seat that has more than two (2) candidates on the ballot receives more than fifty
percent (50%) of the votes cast in the general election, a run-off election will be held to determine the
winner of that race. If required, the run-off election will be held on November 17,2015. The results of
the election are expected to be certified by the current Mayor and City Commission in a meeting to be held
sometime after the general election or, if a run-off election is held, after the run-off election. The current
Mayor and City Commission are expected to serve until newly elected members have been seated.
For more detailed information relating to the City, see "APPENDX A - General lnformation and
Economic Data Regarding the City of Miami Beach, Florida and Miami-Dade County, Florida."
PENSION AIID OTHERPOST EMPLOYMENT BENEFITS
Defined Benefit Plans
The City provides separate defined benefit pension plans for general employees of the City and for
the City's police and fire department personnel.
Emplovees' Retirement Plan
Plan Description All full-time employees of the City who work more than thirty (30) hours per
week and hold classified and unclassified positions, except for policemen and firemen and persons who
elected to join the defined contribution retirement plan sponsored by the City, are covered by the Miami
Beach Employees' Retirement Plan (the "Employee Plan"). A classified employee and/or an unclassified
employee is any person employed by the City on a regular basis who receives compensation from the City
for personal services and who is within a group or classification of employees designated by the Board of
Trustees of the Employee Plan as eligible for membership in the Employee Plan. The Employee Plan is
a single employer defined benefit pension plan that was established by the City Commission under
Ordinance number 2006-3504. Effective on March 18, 2006, the Employee Plan was created under and
by the authority of Chapter 18691, Laws of Florida, Act of 1937 , as amended, by merging the Retirement
System for General Employees of the City of Miami Beach, created by the City Commission pursuant to
Ordinance number 1901, with the Retirement System for Unclassified Employees and Elected Officials of
the City of Miami Beach, created by the City Commission pursuant to Ordinance number 88-2603, as
amended.
All full-time classified and unclassified employees of the City, except those who joined the City's
defined contribution plan, must participate in the Employee Plan. See "PENSION AND OTHER POST
EMPLOYMENT BENEFITS - Other Retirement and Compensation Plans" herein. Membership in the
Employee Plan consisted of the following as of October 1,2013, the date of the latest accrual valuation:
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
3l
829
Employee Plan Membership
Inactive plan members and beneficiaries currently receiving benefits
lnactive plan members entitled to benefits but not yet receiving them
Active plan members
Total members
1,055
125*
1,014
2.r94
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report
for Fiscal Year Ended September 30,2014.
* Includes members of the Employee Plan who are enrolled in DROP (as hereinafter defined).
Plan Benefrts. The Employee Plan provides retirement benefits as well as death and disability
benefits at three (3) different tiers, depending on (i) whether an employee is a member of one of the unions
representing employees of the City, (ii) which union the employee is a member of and (iii) when the
employee entered the Employee Plan. The first tier membership of the Employee PIan (the "Employee
Plan First Tier") includes any employee who became a member of the Employee Plan prior to the dates
which constitute the Employee Plan Second Tier. The second tier membenhip of the Employee Plan (the
"Employee Plan Second Tier') includes any employee who became a member of the Employee Plan on
or after (i) April 30, 1993 (but prior to September 30, 2010) for members of the American Federation of
State, County and Municipal Employees ("AFSCME") bargaining unit; (ii) August l, 1993 (but prior to
September 30, 2010) for members of the Government Supervisors Association of Florida ("GSAII";
bargaining unit and members of the Employee Plan who are not included in any collective bargaining unit;
and (iii) February 21, 1994 (but prior to October 27, 2010) for members of the Communications Workers
of America ("CWA") bargaining unit. The third tier membership of the Employee Plan (the "Employee
Plan Third TieC') includes any employee who became a member of the Employee Plan on or after (i)
September 30, 2010 for members of AISCME, GSAF and members of the Employee Plan who are not
included in any collective bargaining unit; and (ii) October 27, 2010 for members of CWA.
Classified members under the Employee Plan First Tier are eligible for normal retirement at age
fifty (50) and five (5) years of creditable service and are entitled to benefits of three percent (3%) of their
final average monthly eamings, multiplied by the first fifteen (15) years of creditable seryice, plus four
percent (4%) of their final average monthly eamings, multiplied by the years of creditable service in excess
of fifteen (15) years, with the total not to exceed ninety percent (90%) of the employee's final average
monthly eamings. Employee Plan First Tier unclassified members accrued four percent (4%) of their final
average monthly eamings for creditable service before October 18, 1992 and three percent (3%) per year
of creditable service after October 18,1992, with the total not to exceed eighty percent (80%) of their f,rnal
average monthly eamings.
Classified and unclassified members under the Employee Plan Second Tier are eligible for normal
retirement at age fifty-five (55) and five (5) years of creditable service and are entitled to benefits of three
percent (3%) of their final average monthly eamings multiplied by the employee's number of years of
creditable service, subject to a maximum of eighty percent (80%) of such employee's final average monthly
eamings.
Classified and unclassified members under the Employee Plan Third Tier are eligible for normal
retirement at age fifty-five (55) and at least thirty (30) years of creditable service, or age sixty-two (62) and,
at least five (5) years of creditable service and are entitledto benefits of two and one-half percent (2.5%)
32
830
of their final average monthly earnings multiplied by the employee's number of years of creditable service,
subject to a maximum of eighty percent (80%) of such employee's final average monthly earnings. For
elected officials of the City, the City Manager or the City Attorney, the benefit is four percent (4%) of their
final average monthly eamings for each year of creditable service as an elected official, city manager or
city attomey, plus the retirement benefit as defined above for any other period of City employment, subject
to a maximum eighty percent (80%) of such employee's final average monthly earnings.
Any Employee Plan First Tier member who terminates employment may either request a refund
of their own contributions, plus interest, or receive their accrued benefit beginning at age fifty (50), if at
least five (5) years of creditable service have been completed. Any Employee Plan Second Tier member
who terminates employment after five (5) years of creditable service may either request a refund of their
own contributions, plus interest, or receive their accrued benefit beginning at age fifty-five (55). Any
Employee Plan Third Tier member who terminates employment after five (5) years of creditable service
but prior to the normal or early retirement date shall be eligible to receive a normal retirement benefit at
age sixty-two (62).
A Deferred Retirement Option Plan ("DROP") for the Employee Plan was enacted by the City
Commission on January 28,2009 pursuant to Ordinance 2009-3626. Under the DROP, first and second
tier members of the Employee Plan who have attained eligibility for normal retirement may continue
working with the City for up to three (3) years, while receiving a retirement benefit that is deposited into
a DROP account. Employee Plan Third Tier members may participate in a DROP account for up to five
(5) years. However, effective July 17, 2013, Employee Plan members of CWA who were hired prior to
October 27,2010, and members of the Employee Plan not included in any bargaining unit who were hired
prior to September 10, 2010, may elect to retire for the purposes of DROP but continue employment with
the City for up to sixty (60) months and have their monthly retirement benefit paid into a DROP account
during the DROP period. Effective October l, 2013, such benefit was also extended to Employee Plan
members of GSAF and, effective April 23,2014, was extended to Employee Plan members of A-FSCME
who were hired prior to September 30, 2010. The amount of the benefit is calculated as if the participant
had retired on the date of DROP commencement. Upon termination with the City, the accumulated value
of the DROP account is distributed to the participant and a member's creditable service, accrued benefit
and compensation calculation shall be frozen.
Employee Plan First Tier members and Employee Plan Second Tier members receive an annual
cost-of-living adjustrnent of two and one-half percent (2.5%). The cost-of-living adjustment is not payable
while members are in the DROP. For Employee Plan Third Tier members, the annual cost-of-living
adjustment is one and one-half percent (1.5%)- As of September 30, 2014, there were ninety-four (94)
members of the Employee Plan in the DROP and the value of the DROP investment was $7,434,014, which
is included in the Plan's net position. The DROP also allows for member loans. Approximately $165,000
of DROP loans for the Employee Plan were outstanding as of September 30, 2014.
Contributions to the Emplqtee Plan The City's policy is to contribute such amounts as are
necessary to maintain the actuarial soundness of the Employee Plan and to provide assets sufficient to meet
the benefits to be paid to the members of the Employee Plan. All first tier members are required to
contribute twelve percent (12%) of their covered salary to the Employee Plan. All second and third tier
members are required to contribute ten percent (10%) of their covered salary to the Employee Plan.
For the Fiscal Year ended September 30, 2014, lhe City was required to make contributions of
$25,602,030 or 40.3%o of covered payroll to the Employee Plan in accordance with actuarially determined
requirements computed through an actuarial valuation performed as of October 1,2013. For the Fiscal
Year ended September 30,2014, the employees contributed$7,373,407 and buybacks were $1,143,866.
33
831
Net Pension Liabiliy. The components of the City's net pension liability for the Employee Plan
as of September 30,2014 were as follows:
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report
for Fiscal Year Ended September 30,2014.
Set forth below is the progress made by the City accumulating sufficient assets to pay benefits of
the Employee Plan, when due.
Employee Plan Schedule of Employer Contributions
Employee Plan Net Pension Liability
Total Employee Plan liability
Employee Plan's fiduciary net position
City net Employee Plan liability
$679,514,531
(516,387,785)
$163.126.744
Percentage of
Annual Pension Cost
Contributed
100%
100
100
Financial Report for Fiscal Year Ended
(3) most recent valuation dates, is as
Fiscal Year
Ended
September 30
2012
2013
2014
Annual
Required
Contribution
$t6,243,133
21,222,051
25,602,030
Annual
Pension Cost
$16,312,068
21,222,051
25,602,030
Source: City of Miami Beach, Florida Comprehensive Annual
September 30,2014.
The funding status for the Employee Plan, as of the three
follows:
Employee Plan Funding Status
Valuation
Date
Actuarial
Value of
Plan Assets
$425,781,050
421,376,041
440,912,7st
Actuarial
Accrued
Liabilitv
$602,577,503
637,363,774
649,797,221
Unfunded
Actuarial
Accrued
Liability
(UAAL)
$176,796,453
215,987,733
208,884,470
Funded
Ratio
Annual
Covered
Pawoll
UAAL
asa
Percent of
Covered
Pawoll
266.5Yo
332.0
328.8
tolUtt
tulUt2
r0lUt3
70.7% $66,346,904
66.1 65,053,945
67.9 63,526,903
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report for Fiscal Year Ended September 30,2014,
City of Miami Beach Employees' Retirement Plan Actuarial Valuation Report as of October l, 2Ol3 and City of
Miami Beach Employees' Retirement Plan Actuarial Valuation Report as of October 1,2012.
34
832
Police and Firefishters' Retirement Plan
Plan Description The pension fund for police officers and fire fighters employed by the City (the
"Police and Firefighters' Plan") is officially named the City Pension Fund for Firefighters and Police
Officers in the City of Miami Beach. The Police and Firefighters' Plan is a defined benefit pension plan
covering substantially all police officers and firefighters of the City, as established by Chapter 23414,Laws
of Florida, Special Acts of 1945, as amended. Members of the Police and Firefighters' Plan are divided
into three (3) tiers, based on whether they were hired prior to July 14,2010 ("Police and Firefighters' Plan
Tier One"), on or after July 14, 2010 but prior to September 30,2013 ("Police and Firefighters' Plan Tier
Two") or on or after September 30, 2013 ("Police and Firefighters' Plan Tier Three").
Membership in the Police and Firefighters' Plan consisted of the following as of October l, 2013,
the date of the latest accrual valuation:
Police and Firefighters' Plan Membership
Active members
Deferred vested members
Retired members
a. Service
b. Disabled
c. Beneficiaries
458
l5
540*
58
98
696 696
1 169Total members
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report
for Fiscal Year Ended September 30,2014.
* Includes members of the Police and Firefighters' Plan who are enrolled in DROP.
Plan Benefits. Police and Firefighters' Plan Tier One members who were eligible to retire prior
to September 30, 2013 may retire on a service retirement pension upon the attainment of age fifty (50) or,
if earlier, the date when age and length of creditable service equals to at least seventy (70) years. Police
and Firefighters' Plan Tier One members eligible to retire on or after September 30,2013 may retire on
a service retirement pension upon the attainment of age fifty (50) or, if earlier, the date when the member
attains the age offorty-seven (47) and the length ofcreditable service equals to at least seventy (70) years.
Upon retirement, Police and Firefighters' Plan Tier One members who were eligible to retire prior
to September 30, 2013 will receive a monthly pension, payable for life, equal to three percent (3%) of the
member's average monthly salary, as defined in the Police and Firefighters' Plan ordinance, for each of
the first fifteen (15) years of creditable service and four percent @%) of the member's average monthly
salary for each year ofcreditable service in excess offifteen (15) years; provided, however, that the pension
benefit shall not exceed ninety percent (90%) of the member's average monthly salary. Police and
Firefighters' Plan Tier One members eligible to retire on or after September 30, 2013 will receive a
monthly pension, payable for life, equal to three percent (3%) of the member's average monthly salary, as
defined in the Police and Firefighters' Plan ordinance, for each of the first twenty (20) years of creditable
service and four percent (4%) of the member's average monthly salary for each year of creditable service
in excess of twenty (20) years; provided, however, that the pension benefit does not exceed eighty-five
35
833
percent (85%) of the member's average monthly salary. All Police and Firefighters' Plan members and
benelrciaries receiving a monthly pension as of September 30, 2010 will receive a2.5Yo increase in benefits
on October 1 of each year. Members that retire on or after September 30, 2010 will receive a 2.5Yo
increase in benefits annually on the anniversary date of the member's retirement.
Any Police and Firefighters' Plan Tier Two member may retire on a service retirement pension
upon the attainment of age fifty (50) or, if earlier, the date when the member attains age forty-eight (48)
and the length of creditable service equals to at least seventy (70) years. Upon retirement, a Police and
Firefighters' Plan Tier Two member will receive a monthly pension, payable for [ife, equal to three percent
(3%) of the member's average monthly salary, as defined in the Police and Firefighters' Plan ordinance,
for each of the first twenty (20) years of creditable service and four percent (4Yo) of the member's average
monthly salary for each year of creditable service in excess of twenty (20) years; provided, however, that
the pension benefit shall not exceed eighty-five percent (85%\ of the member's average monthly salary.
The average monthly salary of a Police and Firefighters' Plan Tier Two member is computed based on such
member's salary for the three (3) highest paid years prior to the date of retirement or the average of the
last three (3) paid years to such member prior to the date of retirement, whichever produces the greater
benefit after consideration of overtime limitations. All Police and Firefighters' Plan Tier Two retirees and
beneficiaries will receive a 1.5%o increase in benefits annually on the anniversary date of the member's
retirement.
The benefits for Police and Firefighters' Plan Tier Three members are the same as the ones
described in the immediately preceding paragraph for Police and Firefighters' Plan Tier Two members,
except the average monthly salary of a Police and Firefighters' Plan Tier Three member is computed based
on such member's salary for the five (5) highest paid years prior to the date of retirement or the average
of the last three (3) paid years to such member prior to the date of retirement, whichever produces the
greater benefit after consideration of overtime limitations.
Any member of the Police and Firefighters' Plan who becomes totally and permanently disabled
at any time as a result of illness or injury suffered in the line of duty may be retired on an accidental
disability pension. For a service connected disability, the minimum pension payable is eighty-five percent
(85%) of the member's monthly salary at the time of disability retirement, less any offset for worker's
compensation. Any Police and Firefighters' Plan member who becomes totally or permanently disabled
after five (5) years of creditable service as a result of illness or injury not suffered in the line of duty may
be retired on an ordinary disability retirement pension. Upon disability retirement, a Police and
Firefighters' Plan member receives a monthly pension equal to such member's seryice retirement benefits.
For a non-seryice connected disability, the pension benefit is the accrued benefit after five (5) years of the
member's creditable service. The Police and Firefighters' Plan also provides death benefits for
beneficiaries or members for service connected and non-service connected death.
If a Police and Firefighters' Plan member resigns or is lawfully discharged before retirement, such
member's contributions, with three percent (3%) interest per annum, are returned to that member. The
Police and Firefighters' Plan also provides a special provision for vested benefits for members who
terminate their employment after five (5) years of service. In the altemative and in lieu of the normal form
of benefit, the Police and Firefighters'Plan member may, at any time prior to retirement, elect to receive
a lifetime retirement benefit with one hundred twenty (120) monthly payments guaranteed. If the Police
and Firefighters' Plan member should die before one hundred twenty (120) monthly payments are made,
benefits will continue to be paid to the member's designated beneficiary for the balance of the one hundred
twenty (120) month period. If the retired Police and Firefighters' Plan member is living after one hundred
twenty (120) monthly payments are made, the payments shall be continued for the member's remaining
36
834
lifetime. In case of termination of the Police and Firefighters' Plan, benefits accrued to members of the
Police and Firefighters' Plan are not subject to forfeit.
An active Police and Firefighters' Plan Tier One member may enter into a DROP on the first day
of any month after becoming eligible to retire. Upon becoming eligible to participate in the DROP, a
Police and Firefighters' Plan Tier One member may elect to enter that program for a period not to exceed
thirty-six (36) months. Police and Firefighters' Plan Tier One members who enter the DROP on or after
September 1,2012 shall be eligible to participate for a period not to exceed sixty (60) months. All Police
and Firefighters' Plan Tier One members shall receive a2.5o/o cost of living adjustment increase in benefits
annually on the anniversary date of the member's retirement. The exception is for Police and Firefighters'
Plan Tier One members who entered the DROP on or after September 1,2012 and before September 30,
201 3 . Those members shall receive a zero percent (0%) cost of living adjustment for the third and fourth
annual adjustment dates, regardless of whether the member remains in the DROP for the maximum sixty
(60) month period. Further, any member who exits the DROP within six (6) months following the date
of DROP entry shall be eligible to receive the 2.5Yo cost of living adjustment.
An active Police and Firefighten' Plan Tier Two member or Police and Firefighters' Plan Tier
Three member may enter into the DROP on the first day of any month after attainment of age fifty (50)
or, if earlier, the date when the member attains age forty-eight (48) and the age and length of creditable
service equals to at least seventy (70) years. Upon becoming eligible to participate in the DROP, a Police
and Firefighters' Plan Tier Two member or Police and Firefighters' Plan Tier Three member may elect to
enter that program for a period not to exceed sixty (60) months. All of such members shall receive a l.5Yo
cost of living adjustment increase in benefits annually on the anniversary date of the member's retirement.
At September 30,2014, $15,135,801, the total amount of the DROP payable, represents the balance
of the self-directed participants as all of the participants are now in the self-directed DROP.
Contributions to the Police and Firefishters' Plan The City is required to contribute an actuarially
determined amount to the Police and Firefighters' Plan that, when combined with members' contributions,
will fully provide for all benefits as they become payable. All Police and Firefighters' Plan Tier One
members and Police and Firefighters' Plan Tier Two members are required to contribute ten percent (10%)
of their salary to the Police and Firefighters' Plan, while all Police and Firefighters' Plan Tier Three
members are required to contribute ten and one-half percent (10.5%) of their salary to the Police and
Firefighters' Plan. The actual contribution from the City and from the State of Florida for active employees
for the Fiscal Year ended September 30, 2014, was $35,960,326 and covered payroll, excluding DROP
members, was approximately $50,750,000. The contribution required from the City and the State of
Florida for the Fiscal Year ended September 30, 2014 was actuarially determined by the October 1,2012
valuation to be $35,960,326. The actuarially computed annual covered payroll used in the October 1,2012
valuation was $46,313,650. The annual pension cost was $35,960,326 for the Fiscal Year ended September
30,2014.
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37
835
Police and Firefighters'Plan Net Pension
Total Police and Firefighters' Plan liability
Police and Firefighters' Plan's fiduciary net position
City net Police and Firefighters' Plan liability
Liability
$991,506,019
(769,298,572)
$222.207.447
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report
for Fiscal Year Ended September 30,2014.
Set forth below is the progress made by the City accumulating sufficient assets to pay benefits of
the Police and Firefighters' Plan, when due.
Police and Firefighters' Plan Schedule of Employer Contributions
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report for Fiscal Year Ended
September 30,2014.
The funding status for the Police and Firefighters' Plan, as of the three (3) most recent valuation
dates, is as follows:
Police and Firefighters'Plan Funding Status
Fiscal Year
Ended
September 30
2012
20t3
2014
Annual
Required
Contribution
$36,297,459
39,492,050
35,960,326
Annual
Pension Cost
$36,297,459
39,492,050
35,960,326
Percentage of
Annual Pension Cost
Contributed
100%
100
100
Annual
Covered
Pawoll
$49,186,724
46,313,650
47,164,032
Valuation
Date
tolUtt
tLlUt2
rotyt3
Actuarial
Value of
Plan Assets
$531,821,181
545,067,653
663,233,454
Actuarial
Accrued
Liabiliw
$871 , I 18,629
902,778,465
955,238,606
Unfunded
Actuarial
Accrued
Liability
(UAAL)
$339,297,448
357,710,812
292.00s.1s2
Funded
Ratio
6t.r%
60.4
69.4
UAAL
asa
Percent of
Covered
Pawoll
689.8Y.
772_4
6t9.1
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report for
September 30,2013 and September 30,2012.
38
Fiscal Year Ended September 30,2014,
836
Other Retirement and Compensation Plans
Firemen's and Police Relief and Pension Funds
The City's firefighters and police officers are members of two (2) separate non-contributory money
purchase benefit plans established under the provisions of Florida Statutes, Chapters 175 and 185,
respectively. These plans are funded solely from proceeds of certain excise taxes levied by the City and
imposed upon property and casualty insurance coverage within City limits. The excise taxes, which are
collected from insurers by the State of Florida, are remitted to the Plans' Boards of Trustees. The City is
under no obligation to make any further contributions to the plans.
The excise taxes received from the State of Florida and remitted to the plans for the year ended
September30,2014was$l,704,136forfirefightersand$.759,678forpoliceofficers. Thesepaymentswere
recorded on the City's books as revenues and expenditures during the fiscal year. Plan benefits are
allocated to participants based upon their service during the year and the level of funding received during
the year. Participants are fully vested after ten (10) years of service with no benefits vested prior to ten
(10) years of service, except those prior to June 1983. All benefits are paid in a lump sum format, except
for the Police Relief Funds, where participants may also elect not to withdraw, or to partially withdraw,
his or her retirement funds.
Defined Contribution Retirement Plan - 401(a)
The City has a defined contribution retirement plan (the "Defured Contribution Plan") that was
created in accordance with Section 401(a) of the lntemal Revenue Code of 1986, as amended (the "Code").
The Defined Contribution Plan provides retirement and other related benefits for eligible employees as an
option to the other retirement systems sponsored by the City. However, effective March 19, 2006, the
Defined Contribution Plan was no longer offered to new employees of the City. Current employees are
still participating in the Dehned Contribution Plan.
The Defined Contribution Plan is administrated by a Board of Trustees, which has the general
responsibility for the Plan's proper operation and management. The Defined Contribution Plan complies
with the provisions of section a0l(a) of the Code and may be amended by the City Commission. The City
has no fiduciary responsibility for the Defined Contribution Plan. Consequently, amounts accrued for
benefits are not recorded in the fiduciary fund.
Employees in the Defined Conkibution Plan hired prior to February 21, 1994 are required to
contribute ten percent (10%) of their salary while employees hired after February 21, 1994 are required to
contribute eight percent (8%) of their salary. The City matches the employee's contribution one hundred
percent (100%). The Defined Contribution Plan of each employee is the immediate property of the
employee. Employees have a choice of plan administrators and are responsible for the investment of their
funds amongst choices of investment vehicles offered by their selected plan administrator.
Defined Contribution Plan information, as of and for the Fiscal Year ended September 30, 2014,
is as follows:
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39
837
Defined Contribution Plan Information
Members in Defined Contribution Plan
City's contribution
Percentage of covered payroll
Employees' contribution
Percentage of covered payroll
$149,422
149,109
32
8.20o/o
8.18
Source:3li,iY?T".""',lih::Tlffi".i'dT;il:"'AnnuarFinanciarReport
Other Post Employment Benefits
Plan Description
In accordance with Section 112.0801, Florida Statutes, the City is required to permit eligible
retirees and their eligible dependents to participate in the City's health insurance program at a cost to the
retirees that is no greater than the cost at which coverage is available for active employees. Although not
required by law, the City pays a portion of such cost of participation for its retirees. The City also provides
life insurance to the retirees. As with all govemmental entities providing similar plans, the City is required
to comply with the Govemmental Accounting Standard's Board Statement No. 45 - Accounting and
Financial Reporting by Employers for Postemployment Benefits Other than Pensions ("GASB 45"). GASB
45 applies accounting methodology similar to that used for pension liabilities to other post employment
benefits ("OPEB") and attempts to more fully reveal the costs of employment by requiring governmental
units to include future OPEB costs in their financial statements. While GASB 45 requires recognition and
disclosure of the unfunded OPEB liability, there is no requirement that the liability of such plan be funded.
The City's single employer OPEB Plan (the "OPEB Plan") currently provides the following post
employment benefits:
(a) Health and Dental Insurance - Employees of the City hired prior to March 18, 2006
are eligible to receive a fifty percent (50%) health insurance contribution of the total premium cost.
At age sixty-hve (65), if the retiree is eligible for Medicare Part B, the City contributes fifty
percent (50%) of the Medicare Part B payment. Employees hired after March 18, 2006, after
vesting in City's retirement plans, are eligible to receive an offset to the retiree premium equal to
$10 per year of credible service, up to a maximum of $250 per month until age sixty-five (65) and
$5 per year of credible service up to a maximum of $125, thereafter.
(b) Life lnsurance - Employees of the City are eligible to receive a life insurance
benefit of $1,000 towards the cost of such insurance.
As of September 30, 2008, the City established an OPEB Trust (the "OPEB Trust") and began
funding its OPEB obligation. Stand alone financial statements for the OPEB Trust are not prepared. As
of October 1,2012, the date of the most recent actuarial valuation, OPEB Plan participation consisted of
the following:
40
838
OPEB Plan Participation
OPEB Plan Participants
Retirees receiving benefits
1,941
1,17 5
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report
for Fiscal Year Ended September 30,2014.
Funding of OPEB Plan
The City has the authority to establish and amend the funding policy of the OPEB Plan. For the
Fiscal Year ended September 30, 2014, the City paid $7.9 million in OPEB benefits on a pay-as-go basis
and$915,000totheOPEBTrust. TheCity'snetOPEBobligationasofSeptember30,2014was$47.2
million. For Fiscal Year 2014, the Parking System contributed $171,079 to the OPEB Trust, which was
allocated based on the covered payroll of the Department as a percentage of the City's total covered
payroll. The City intends to base future OPEB Trust contributions on the annual required contribution in
subsequent annual actuarial reports. However, no OPEB Trust contributions are legally or contractually
required.
The annual cost (expense) of the OPEB Plan is calculated based on the annual required
contribution, an amount actuarially determined in accordance with the parameters of GASB 45. The annual
required contribution represents a level of funding that, if paid on an ongoing basis, is projected to cover
the normal cost each year and amortize any unfunded actuarial liability over a period not to exceed thirty
(30) years. The following table shows the components of the City's annual OPEB cost for the year, the
amount actually contributed and the change in the net OPEB obligation.
OPEB Annual Costs and
Net Obligation for Fiscal Yezr 2014
Annual Required Contribution
lnterest on Net OPEB Obligation
Adjustment to Annual Required Contribution
Annual OPEB Cost (expense)
Contributions Made
Net OPEB Obligation
Net OPEB Obligation - Beginning of Year
Net OPEB Obligation - End of Year
$16,490,000
3,099,000
(2.238.000)
17,351,000
8.882.000
9,469,000
38.733.000
$fl-292J,00.
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report
for Fiscal Year Ended September 30,2014.
Set forth below is a description of the progress made by the City in accumulating sufficient assets
to pay OPEB benefits, when due.
4t
839
OPEB Annual Costs and Contributions
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report for Fiscal Year Ended September 30,
2014.
OPEB Funding Status
Fiscal Year
Ended
September 30
2012
2013
2014
Annual
OPEB Cost
$19,064,000
16,212,000
17,351,000
Contribution
$ I I ,104,000
8,314,000
8,882,000
Unfunded
Actuarial
Accrued
Liability
(UAAL)
$ 194,823,000
172,338,000
181,642,000
Percent of
Annual OPEB
Cost Contributed
s8%
51
5l
Net OPEB
Oblieation
$30,835,000
38,733,000
47,202,000
Valuation
Date
to/t/tt
to/t/t2
r0lUt3
Actuarial
Value of
Plan Assets
$14,136,000
19,015,000
22,167,000
Actuarial
Accrued
Liabiliw
$208,959,000
191,353,000
203,809,000
Funded
Ratio
6.8%
9.9
10.9
Participants
Covered
Pawoll
$ 107,418,169
108,263,028
107,951,095
UAAL
asa
Percent of
Participants
Covered
Pawoll
55.lYo
159.2
168.3
Source: City of Miami Beach, Florida Comprehensive Annual Financial Report for Fiscal Year Ended September 30,2014,
September 30,2013 and September 30,2012.
TAX MATTERS
General
ln 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 altemative minimum tax imposed on individuals and corporations; and (ii) the
Series 2015 Bonds and the income thereon are exempt from taxation under the laws of the State of Florida,
except estate taxes imposed by Chapter 198, Florida Statutes, as amended, and net income and franchise
taxes imposed by Chapter 220, 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
of proceedings 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
42
840
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 ("IRS") or any court. Bond
Counsel expresses no opinion about (i) the effect of future changes in the Code and the applicable
regulations under the Code or (ii) the interpretation and the enforcement of the Code or those regulations
by the IRS.
The Code prescribes a number of qualifications and conditions for the interest on state and local
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
purposes, 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 altemative minimum tax. In addition, interest on the Series 2015 Bonds may be
subject to a federal branch profits tax imposed on certain foreign corporations doing business in the United
States and to a federal tax imposed on excess net passive income of certain S corporations. Under the
Code, the exclusion of interest from gross income for federal income tax purposes may have certain adverse
federal income tax consequences on items of income, deduction or credit for certain taxpayers, including
financial institutions, certain insurance companies, recipients of Social Security and Railroad Retirement
benefits, those that are deemed to incur or continue indebtedness to acquire or 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.
Payments of interest on tax-exempt obligations, including the Series 2015 Bonds, are generally
subject to IRS Form 1099-INT information reporting requirements. If a Series 2015 Bond owner is subject
to backup withholding under those requirements, then payments of interest will also be subject to backup
withholding. Those requirements do not affect the exclusion of such interest from gross income for federal
income tax purposes.
Bond Counsel's engagement with respect to the Series 2015 Bonds ends with the issuance of the
Series 2015 Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the City or
the owners of the Series 2015 Bonds regarding the tax status of interest thereon in the event of an audit
examination by the IRS. The IRS has a program to audit tax-exempt obligations to determine whether the
interest thereon is includible in gross income for federal income tax purposes. If the IRS does audit the
Series 2015 Bonds, under current IRS procedures, the IRS will treat the City as the taxpayer and the
beneficial owners of the Series 201 5 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
43
841
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 page of this Official Statement, and prospective
purchasers of the Series 2015 Bonds at other than their original issuance, should consult their own tax
advisers regarding other tax considerations such as the consequences of market discount, as to all of which
Bond Counsel expresses no opinion.
Risk of Future Legislative Changes and/or Court Decisions
Legislation affecting tax-exempt obligations is regularly considered by the United States Congress
and may also be considered by the State legislature. Court proceedings may also be filed, the outcome of
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 or the
market value or marketability of the Series 2015 Bonds. These adverse effects could result, for example,
from changes to federal or state income tax rates, changes in the structure of federal or state income taxes
(including replacement with another type of tax), or repeal (or reduction in the benefit) of the exclusion
of interest on the Series 2015 Bonds from gross income for federal or state income tax purposes for all or
certain taxpayers.
For example, recent presidential and legislative proposals would eliminate, reduce or otherwise alter
the tax benefits currently provided to certain owners of state and local government bonds, including
proposals that would result in additional federal income tax on taxpayers that own tax-exempt obligations
if their incomes exceed certain thresholds. Investors in the Series 2015 Bonds should be aware that any
such future legislative actions (including federal income tax reform) may retroactively change the treatment
of all or a portion of the interest on the Series 2015 Bonds for federal income tax purposes for all or certain
taxpayers. In such event, the market value of the Series 2015 Bonds may be adversely affected and the
ability of holders to sell their Series 201 5 Bonds in the secondary market may be reduced. The Series 20 I 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.
lnvestors 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
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 manrrity 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
44
842
maturity, redemption, prior sale or other disposition of that Discount Bond. The amount of OID that
accmes each year to a corporate owner of a Discount Bond is taken into account in computing the
corporation's liability for federal alternative 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 Oflicial Statement
who holds that Discount Bond to maturity will realize no gain or loss upon the retirement of that Discount
Bond.
Certain of the Series 2015 Bonds ("Premium Bonds") as indicated on the inside cover page of this
Official Statement were offered and sold to the public at a price in excess of their stated redemption price
at maturity (the principal amount). That excess constitutes bond premium. For federal income tax
purposes, bond premium is amortized over the period to maturity of a Premium Bond, based on the yield
to maturity of that Premium Bond (or, in the case of a Premium Bond callable prior to its stated maturity,
the amortization period and yield may be required to be determined on the basis of an earlier call date that
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 rcalize taxable gain for federal income tax
purposes from the sale or other disposition of a Premium Bond for an amount equal to or less than the
amount paid by the owner for that Premium Bond. A purchaser of a Premium Bond in the initial public
offering at the price for that Premium Bond stated on the inside cover page of this Official Statement who
holds that Premium Bond to maturity (or, in the case of a callable Premium Bond, to its earlier call date
that results in the lowest yield on that Premium Bond) will realize no gain or loss upon the retirement of
that Premium Bond.
Owners of Discount Bonds and Premium Bonds should consult their own tax advisers as to the
determination for federal income tax purposes of the amoant of OID or bond premium properly
accruable or amortizable in any period with respect to the Discount Bonds or Premium Bonds and as
to other federal tax consequences and the treatment of OID and bond premium for purposes of state and
local toxes on, or based on, income.
FINANCIAL STATEMENTS
Excerpts from the Comprehensive Annual Financial Report of the City of Miami Beach, Florida
for the Fiscal Year ended September 30, 2014 and,the report of Crowe Horwath LLP, independent certified
public accountants ("Crowe Horwath"), in connection therewith, dated March 30, 2015, are included in
APPENDIX B to this Official Statement as part of the public records of the City. Such financial statements
and report contain information relating to the City and the Parking System. In addition, the Financial
Report of the Parking System Enterprise Fund of the City of Miami Beach, Florida for the Fiscal Year
ended September 30, 2014 and the report of Crowe Horwath in connection therewith, dated March 30,
2015, may be obtained from the Chief Financial Officer for the City. See "INTRODUCTION" herein.
The consent of Crowe Horwath 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.
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 Parking System not later than two hundred forty
45
843
(240) days following the end of each Fiscal Year, commencing with the Fiscal Year ending September 30,
2015 (the "Annual Report"), and to provide, or cause to be provided, notices of the occurrence of certain
enumerated events. The Annual Report and notices of events will be filed with the Municipal Securities
Rulemaking Board (the "MSRB"). Digital Assurance Certification,L.L.C. C'DAC') will act as the initial
disclosure dissemination agent for the City. The specific nature of the information to be contained in the
Annual Report and the notices of events is contained in "APPENDIX F - Form of Disclosure Dissemination
Agent Agreement." These covenants have been made in order to assist the Underwriters in complying with
Rule l5c2-12 of the Securities and Exchange Commission.
On July 28,2014 Standard & Poor's Ratings Services ("S&P") announced that it had raised its
rating on the City's general obligation debt two (2) notches ,o "r4r{*" from "AA-." The disclosure
agreements entered into by the City in connection with the issuance of various series of bonds (the
"Disclosure Agreements") require the City to provide, among other things, notice of rating changes
affecting such series of bonds. Notice of the ratings increase announced by S&P on July 28,2014 was not
provided by the City within the time periods established in the Disclosure Agreements. Such notice was
filed by DAC, on behalf of the City, with the MSRB on April 29,2015.
Documents required to be filed pursuant to the Disclosure Agreements are currently on file and
available electronically from the MSRB at http://emma.msrb.ors/. lnformation regarding the Series 2015
Bonds and other outstanding bonds of the City may be found at the DAC intemet site,
"http//www.dacb0 ."
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 Parking
System 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 D, 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 concerning any of the matters referenced in the
opinion subsequent to its date ofissuance.
While Bond Counsel has participated in the preparation of certain portions of this Official
Statement, it has not been engaged by the City to confirm or verify such information. Except as may be
set forth in an opinion of Bond Counsel delivered to the Underwriters, Bond Counsel expresses and will
express no opinion as to the accuracy, completeness or fairness of any statements in this Official Statement,
or in any other reports, financial information, offering or disclosure documents or other information
46
844
pertaining to the City or the Series 2015 Bonds that may be prepared or made available by the City, the
Underwriters or others to the Holders of the Series 2015 Bonds or other parties.
Certain legal matters incident to the issuance of the Series 2015 Bonds relating to disclosure will
be passed on for the City by the Law Offices of Steve E. Bullock, P.A., Miami, Florida, whose legal
services as Disclosure Counsel have been retained by the City. The signed legal opinion, dated and
premised on law in effect as of the date of original delivery of the Series 2015 Bonds, will be delivered
to the City by Disclosure Counsel at the time of original delivery of the Series 2015 Bonds.
The proposed text of the form of the legal opinion of Disclosure Counsel is set forth as
APPENDIX E to this Official Statement. The actual legal opinion to be delivered may vary from that text
if necessary to reflect facts and law on the date of delivery. The opinion will speak only as of its date, and
subsequent distribution of it by recirculation of this Official Statement or otherwise shall create no
implication that Disclosure Counsel has reviewed or expresses any opinion concerning any of the matters
referenced in the opinion subsequent to its date of issuance.
Certain legal matters will be passed on for the City by Raul J. Aguila, Esquire, Miami Beach,
Florida, City Attomey. Greenberg Traurig, P.A., Miami, Florida, is serving as counsel to the Under"writers.
The legal opinions and other letters of counsel to be delivered concurrently with the delivery of
the Series 2015 Bonds express the professional judgment of the attomeys rendering the opinions or advice
regarding the legal issues and other matters expressly addressed therein. By rendering a legal opinion or
advice, the giver ofsuch opinion or advice does not become an insurer or guarantor ofthe result indicated
by that opinion, or the transaction on which the opinion or advice is rendered, or of the future performance
of parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of any legal
dispute that may arise out of the transaction.
ENFORCEABILITY OF REMEDIES
The remedies available to the owners of the Series 2015 Bonds upon the occurrence of a default
under the Resolution are in many respects dependent upon judicial actions which are often subject to
discretion and delay. Under existing constitutional and statutory law and judicial decisions, the remedies
specified by the Resolution and the Series 2015 Bonds may not be readily available or may be limited.
The various legal opinions to be delivered concurrently with the delivery of the Series 2015 Bonds
(including Bond Counsel's approving opinion) will be qualified, as to the enforceability of the various legal
instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws
affecting the rights of creditors enacted before or after such delivery and to general principles of equity
(whether sought in a court of law or equity).
RATINGS
[Moody's lnvestors Service, Inc. ("Moody's") and S&P are expected to assign ratings of "_:'
witha..-outlook,',and..-,',witha,,-out[oolg''respectively,totheSeries20l5
Bonds insured by the Bond lnsurance Policy, with the understanding that upon delivery of such Series 2015
Bonds the Bond Insurance Policy insuring the payments, when due, of the principal of and interest on such
Series 2015 Bonds will be issued by the Bond Insurer. See "MUNICIPAL BOND INSURANCE" herein.
In addition, Moody's has assigned to the Series 2015 Bonds a rating of "_," with a
out[ook,''andS&Phasassignedaratingof,,-,,,witha,,-outlook,''eachwithoutregard
to the issuance of the Bond Insurance Policy.l Such ratings and outlooks reflect the view of such
organizations. An explanation of the significance of such ratings and outlooks may be obtained only from
47
845
Moody's and S&P, respectively. An explanation of the rating and outlook assigned by Moody's may be
obtained from Moody's at 7 World Trade Center, 250 Greenwich Street, 23'd Floor, New York, New York
10007, (212) 553-0300. An explanation of the rating and outlook assigned by S&P may be obtained from
S&P at 55 Water Street, 38'h Floor, New York, New York 10041, (212) 438-2124.
There is no assurance that the rating and outlook provided by Moody's and S&P, respectively, will
continue for any given period of time or that they will not be revised downward or withdrawn entirely by
such rating agencies if, in their judgment, circumstances so warrant. Any such downward revision or
withdrawal of such ratings or outlooks may have an adverse effect on the market price of the Series 2015
Bonds.
UNDERWRITING
The Series 2015 Bonds are being purchased by J.P. Morgan Securities LLC, SunTrust Robinson
Humphrey, lnc. and Estrada Hinojosa & Company, Inc. (collectively, the "Underwriters"), subject to certain
terms and conditions set forth in the purchase contract between the City and the Underwriters, including
the delivery of opinions on certain legal matters relating to the issuance of the Series 2015 Bonds by Bond
Counsel and the existence of no material adverse change in the condition of the City or the Parking System
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 $,l minus an Underwriters' discount of
$ ). The Series 2015 Bonds are offered for sale to the public at the prices and yields
set forth on the inside cover page of this Official Statement. The Series 2015 Bonds may be offered and
sold to certain dealers at prices lower than or yields higher than such offering prices and yields. After the
initial public offering, such public offering prices and yields may be changed, from time to time, by the
Underwriters.
J.P. Morgan Securities LLC ("JPMS"), one of the Underwriters of the Series 2015 Bonds, has
entered into negotiated dealer agreements (each, a "Dealer Agreement") with each of Charles Schwab &
Co., Inc. ("CS&Co.") and LPL Financial LLC ("LPL") for the retail distribution of certain securities
offerings at the original issue prices. Pursuant to each Dealer Agreement, each of CS&Co. and LPL may
purchase Series 2015 Bonds from JPMS at the original issue price less a negotiated portion of the selling
concession applicable to any Series 2015 Bonds that such firm sells.
SunTrust Robinson Humphrey, lnc. ("STRH"), one of the Underwriters of the Series 2015 Bonds,
has entered into an agreement (the "Distribution Agreement") with SunTrust Investment Services, Inc.
("STIS") for the retail distibution of certain municipal securities offerings, including the Series 2015
Bonds. Pursuant to the Distribution Agreement, STRH will share a portion of its underwriting
compensation with respect to the Series 2015 Bonds with STIS. STRH and STIS are both subsidiaries of
SunTrust Banks, Inc. SunTrust Robinson Humphrey is the trade name for certain capital markets and
investment banking services of SunTrust Banks and its subsidiaries.
The Underwriters, respectively, may have entered into agreements with other broker- dealers (that
have notbeendesignatedbythe Cityas Underwriters) forthe distributionof the Series 2015 Bonds at the
original issue prices. Such agreements generally provide that the relevant Underwriter will share a portion
of its underwriting compensation or selling concession with such broker-dealers.
48
846
FINANCIAL ADVISOR
RBC Capital Markets, LLC, St. Petersburg, Florida, is serving as Financial Advisor to the City and
has acted in such capacitywith respect to the sale and issuance of the Series 2015 Bonds. The Financial
Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or to
assume responsibility for the accuracy, completeness or fairness of the information in this Official
Statement. RBC Capital Markets, LLC did not engage in any underwriting activities with regard to the
issuance and sale of the Series 2015 Bonds.
CONTINGENT FEES
The City has retained Bond Counsel, Disclosure Counsel and the Financial Advisor with respect
to the authorization, sale, execution and delivery of the Series 2015 Bonds. Payment of the fees of such
professionals and an underwriting discount to the Underwriters (including the fees of Underwriters'
Counsel) are each contingent upon the issuance of the Series 2015 Bonds.
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY LAWS
Section 517.051, Florida Statutes, as amended, and Rule 3E400.003, Florida Administrative Code,
requires the City to disclose each and every default as to payment of principal and interest after December
31, 1975 with respect to obligations issued or guaranteed by the City. Rule 3E400.003 further provides,
however, that if the City in good faith believes that such disclosure would not be considered material by
reasonable investors, such disclosure may be omitted. The City has not defaulted on the payment of
principal or interest with respect to obligations issued or guaranteed by the City after December 31,1975
that would be considered material by a reasonable investor.
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 and the City Manager of the City will furnish
a certificate to the effect that nothing has come to their attention which would lead them to believe that
this Official Statement, as of its date and as of the date of delivery of the Series 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 surunary 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 offrcial 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.
49
847
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
50
848
APPENDIXA
General Information and Economic Data
Regarding the City of Miami Beach, Florida
and Miami-Dade County, Florida
849
GENERAL INFORMATION REGARDING
THE CITY OF MIAMI BEACH
AltD 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 Parking System, 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 thity-
five (35) years. ln 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.
After the 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 crrrently 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 Tenitorial 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 northem 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 govenrment 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 Bureau 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 to be 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 groMh.
Population, City of Miami Beach
and Miami-Dade County 1980 -2014
City of
Calendar Year Miami Beach Percent Chanse
Miami-Dade
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
1,937,094
2,260,000
2,496,435
2,641,866
2,662,974
28.2%
t9.2
16.7
10.5
5.8
6.7
Source: U.S. Department of Commerce, Bureau of Census.
* Estimated as of July l, 2013 for City population and as of July l, 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 1990 2010 2013*2000
Under 18
l8 and over
2l and over
65 and over
Median Age:
t4.2%
85.8
83.1
23.4
44.5
13.4%
86.6
84. I
19.2
39.0
12.8%
87.2
84.9
t6.2
40.3
t5.6%
84.4
82.1
16.0
39.3
Source: U.S. Department of Commerce, Bureau of Census.
* 2013 is the most recent year for which information is available.
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GOVERNMENT
The City was incorporated as a municipal corporation on March 26,1915. The City operates under
a Commission/City Manager form of govemment. The City Commission consists of the Mayor and six
(6) Commissioners who serve as the policy-making body of the City. Authority is vested in the City
Commission to enact ordinances, hold public hearings, approve contracts, establish the City's budget and
tax assessments, and authorize construction of all public improvements.
The Mayor and City Commission are elected on a citywide, nonpartisan basis. Elections are held
in odd numbered years, with the Mayor elected to serve two-year terms with a limit of three (3) consecutive
terms. Commissioners are elected to serve four-year terms with a limit of two (2) consecutive terms. City
Commission terms are staggered so that not all Commissioners are up for re-election at the same time. On
a rotating basis, the City Commission selects one (1) of its members to serve as Vice Mayor for a three-
month term. The Mayor, who is the presiding officer at City Commission meetings, may vote on all
matters that come before the City Commission, but has no power of veto. The City Commission appoints
the City Manager, the City 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 efficient and effective manner. In addition, the City Manager is responsible for the daily
operations of the City, preparing and administering the budget, planning the development of the City,
supervising City employees, interacting with citizen groups and other units of 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 9.6% higher than the median family income for the County in 2010 to being 20.7%
higher in 2011.
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852
Estimated Median Family Incomes, 2009 - 2013(')
Calendar Year
City of
Miami Beach
Miami-Dade
Percent Chanse Countv Percent Chanee
2009
2010
20tt
2012
2013e)
$54,643
50,758
57,318
56,457
52,576
23%
(7.1)
t2.9
(1.5)
(6.e)
$47,697
46,126
46,577
47,382
46,904
(7.8)%
(3.3)
1.0
1.7
(1.0)
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 535,329 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 I l.l
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(t)
Miami-Dade
Yeal2) Countv % of U.S.
State of
Florida % of U.S. United States
2009
2010
20tt
2012
2013(3)
$35,329
36,592
38,242
39,467
39,880
89.7%
91.2
90.3
89.3
89.1
$37,350
38,478
40,215
44,041
41,497
94.8%
95.8
95.0
92.9
92.7
$39,379
40,144
42,332
44,200
44,765
(l)
(2)
(3)
Source: U.S. Department of Commerce, Bureau of Economic Analysis/Regional Economic Information System.
lnformation provided as of the last available update, dated November 20,2014.
Estimates for 2013 are new estimates. Amounts for 2009 through 2012 are revised from estimates previously
provided for such years.
2013 is the most recent year for which information is available.
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853
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, 2014 and comparative data for the fiscal
year ended September 30, 2005.
City of Miami Beach Employmentz00g -2014*
Labor Force 2009 2010 20ll 2012 2013 2014
Labor Force Employed 42,447 44,129 46,295 46,992 47,630 49,191
Labor Force Unemployed 4,315 4,088 3,237 3,042 2,477 2,344
Total Labor Force 46,762 48,217 49,532 50,034 50,107 51,535
Unemployment Rate 9.2% 8.5% 6.5% 6.1% 49% 4.5%
Source: U.S. Department of Labor, Bureau of Labor Statistics.
* Data provided for December of each year. Data for years 201 0 to 20 14 represents provisional data, which is
subject to change.
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854
Miami-Dade County
Ten Largest Public Employers
20t4 2005
Emplovers
Miami-Dade County Public Schools
Miami-Dade County
Federal Govemment
Florida State Govemment
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
| 2.74o/o
2 2.08
3 1.57
4 1.40
5 0.80
6 0.33
7 0.29
8 0.27
9 0.20
10 0.20
Employees Rank
54,387 I
32,265 2
20,100 3
18,900 4
11,700 5
3,954 8
5,000 7
2,018 9
7,500 6
I,839 l0
L51.633.
Emplovees
33,477
25,502
19,200
17,100
9,797
3,997
3,534
3,250
2,500
2,390
LNJ47 9.88%
Source: City of Miami Beach Comprehensive Annual Financial Report for the Fiscal Year ended September 30,2014.
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Miami-Dade County
Ten Largest Private Employers
2014 2005
Employers
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
5,000 4
4,800 5
4,616 6
4,196 7
4,000 8
3.368 l0
58p24
Emplovees
12,818
11,353
I 1,031
3,500
3,500
3,321
3,011
2,ggg
2,050
2,000
Percentage
of Total
County
Employment
t.05%
0.93
0.90
0.29
0.29
0.27
0.25
0.24
0.17
0.16
Emplovees Rank
9,079 2
10,300 1
9,000 3
3,665 9
Rank
I
2
3
4
5
6
7
8
9
10
55.573 4.ss%
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
September 30, Number of Permits Total Value
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
12,837
12,226
12,729
I 1,056
10,277
10,1 88
1 1 ,159
12,580
13,898
13,972
$ 1,235,909,151
1,177,266,348
1,165,346,118
1,109,923,131
567,660,721
299,508,078
373,852,763
417,81t,132
506,646,472
818,831,235
Source: Cify 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
Tax Roll Fiscal Year
Year as of Ended
January I Seotember 30 Millaee Millase Millase
Overlappinq Rates
School
District County State
Millase Millaee Millaee Total
Operating
Debt Total
Service Direct
2005
2006
2007
2008
2009
20t0
20tt
2012
2013
2014
2006
2007
2008
2009
2010
20tt
2012
2013
2014
20t5
7.4810
7.3740
5.6555
5.6555
5.6555
6.2155
6.1655
6.0909
5.8634
5.7942
0.5920
0.2990
0.2415
0.2375
0.2568
0.2870
0.2884
0.2568
0.2529
0.2295
8.0730
7.6730
5.8970
5.8930
s.9123
6.5025
6.4s39
6.3477
6.1 1 63
6.0237
8.4380
8.1050
7.9480
7.7970
7.99s0
8.2490
8.0050
7.9980
7.9770
7.9740
7.0348
6.8083
5.67tt
s.9263
6.00s 1
6.6s6s
5.7695
5.6610
5.7980
s.9009
0.7355 24.2813
0.7355 23.3218
0.6585 20.1746
0.6585 20.2748
0.6s8s 20.s709
0.6s85 22.0665
0.4708 20.6992
0.4634 20.470r
0.44ss 20.3368
0.4187 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.
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858
The following table summarizes the tax levies and collections in the City for the past ten (10) years.
City of Miami Beach, Florida
Property Tax Levies and Collections
Fiscal Years 2005 - 2014
Tax Roll Fiscal Year Taxes
Year as of Ended Levied for
Januarv I Seotember 30 Fiscal Year
Collected within
Fiscal Year of Lew
Collections
in
Percentage Subsequent
Amount of Lew Years
Total Collections to Date
Percentage
Amount of Levy
2004
2005
2006
2007
2008
2009
2010
20tl
2012
2013
2005
2006
2007
2008
2009
2010
20tt
2012
2013
2014
$110,739,153
135,910,285
165,759,439
150,418,073
150,588,328
138,703,567
136,549,286
134,753,401
139,133,369
143,266,670
$ 97,731,071
132,487,342
163,120,484
145,433,238
144,321,499
131,355,903
128,719,932
129,572,373
134,848,787
t41,551,552
88.25% $1,086,183
97.48 1,814,064
98.41 2,145,835
96.69 4,646,716
95.84 4,633,049
94.70 3,550,990
94.27 290,254
96.16 t25,t52
95.62 3,403,910
97.53 N/A
Report for the Fiscal Year
s 98,817,254 89.23%
134,30r,406 98.82
165,266,319 99.70
150,079,954 99.78
148,954,548 98.92
t34,906,893 97.26
129,010,186 94.48
t29,697,525 96.25
138,252,697 99.37
141,551,552 98.80
ended September 30, 2014 andSource: City of Miami Beach Comprehensive Annual Financial
Miami-Dade County Property Appraiser's Office.
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859
The following tables summarize the ten (10) largest taxpayers in the City, the type of property
owned by such taxpayers and the assessed value ofsuch property 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
Taxpayer
Fountainbleau Florida Hotel LLC
MB Redevelopment [nc. / Loews 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
Taxable
Assessed
Value
$ 327,513,062
229,900,000
200,811,436
186,802,731
112,960,000
I10,925,385
98,000,000
97,429,200
95,590,000
79,860,000
$1J3tr9.!,E-!4
Percentage of
City's Certified
Taxable
Assessed ValueTvpe ofPropertv
Hotel
Hotel
Apartments
lndustrial
Hotel
Hotel
Retail
Hotel
Apartments
Apartments
1.33%
0.93
0.81
0.76
0.46
0.45
0.40
0.40
0.39
0.32
6.25Yo
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
30.2014.
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860
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
TOTAL
City of Miami Beach
Ten Largest Taxpayers
Fiscal Year 2005
Type ofProperty
Hotel
Apartments
Hotel
Hotel
Hotel
Hotel
Hotel
Apartments
Apartments
Apartments
Taxable
Assessed
Value
$143,400,000
110,675,000
104,449,118
72,230,700
61,900,000
49,500,000
48,500,000
48,325,000
48,000,000
44583.667
$731.s63.48s
Percentage of
City's Certified
Taxable
Assessed Value
1.02o/o
0.79
0.74
0.51
0.44
0.3s
0.35
0.34
0.34
0.32
5.20%
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
30,20t4.
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 ovemight 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 at77o/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 of2007 through the fourth quarter of2014.
A-12
861
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, culture, and professional services industries. The City
serves as host for several major television shows, including Bum 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 innovaton 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
international 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 in2014 included Athleta & Intermix, with Lululemon,Zadiq and Voltaire and Kiko Milano
scheduled to join in 2015. As of September 30 2014, Class A offrce 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 intemational talent and model agencies have established and continue operations in the City and the
City continues to grow as an international destination for major events. In addition to Art Basel Miami
Beach, Design Miami, the South Beach Food and Wine Festival, the Miami lnternational Auto Show, the
South Beach Comedy Festival, the Miami Beach Intemational Boat Show and the Winter Music Conference
continue to provide a stong 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, an axea 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 ofunits 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 in20l4 from record lows in 2013.
MIAMI BEACH VISITORAIID 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.
A-13
862
City of Miami Beach, Florida
Convention Center Attendance and Overnight Visitors
Fiscal Years 2005 - 2014
Convention Center Ovemight Total Ovemight
Fiscal Year Attendance Visitors Visitor Snendins
2005
2006
2007
2008
2009
2010
20tt
20t2
20t3
20t4
N/A
649,671
707,133
889,695
632,700
708,875
661,625
661,327
589,663
737,954
5,300,000
5,143,740
4,894,053
4,963,569
5,383,091
5,558,408
5,539,010
5,941,612
5,697,053
6,961,200
$ 7,200,000,000
7,889,608,756
7,344,719,992
7,468,633,814
7,524,151,558
8,104,378,579
9,088,739,484
9,201,340,602
10,614,159,967
10,500,000,000
Source: City of Miami Beach Finance Department.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
A-14
863
Oriein
Tourism and Visitor Activity
Domestic and International Overnight Visitors
Miami-Dade County Fiscal Years 2010 - 2014
(in 000)
Fiscal Year Ended Sentember 30.
2010 20tt 2012 20t3 2014
Domestic Regions
Northeast
Southem
Midwest
Westem
Total Domestic Visitors
International Regions
South America
Caribbean
Cental America
Europe
Canada
Other lntemational Regions
Total International Visitors
Total Overnight Visitors
Expenditures*
Domestic Overnight Visitors
lnternational Ovemight Visitors
Total Expenditures
3,196.0
1,568.5
1,220.6
558.9
6.948.s
2,936.9
688.5
525.1
1,306.5
587.4
115.8
6,060.1
t2.604)
$ 6,484.7
12,428.6
$18.913.3
3,362.1
1,700.1
1,291.2
595.1
6.948.s
3,182.9
702.8
537.6
1,324.7
627.9
1 19.8
6,495.7
13,4442
$ 7,088.7
14.s28.6
$21.6.!_73
3,423.2
1,750.6
1,300.9
600.2
7,074.9
3,435.6
718.8
550.1
1,364.4
640.5
t20.3
6.833.7
13.908.6
$ 7,482.3
15,183.0
$22.66s.3
3,401.4
1,781.0
t,263.6
64t.2
7,087.2
3,737.1
7t9.2
561.5
1,332.4
660.6
r20.9
7 ,131.7
!4218s.
$ 7,839.9
15,954.I
$23.794.0
3,520.1
1,933.1
1,270.8
679.2
7.303.2
3,659.0
755.0
595.3
1,430.2
689.7
t30.7
7.260.0
!1s632
$ 8,206.3
16,528.2
$24.734.s
Source: Greater Miami Convention and Visitors Bureau.
* Average Daily Expenditures.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
A-15
864
Reeion
Overnight Visitors by Region
Fiscal Years 2010 - 2014*
Fiscal Year Ended Septembe
2010 2011 2012 20t3 2014
Miami Beach
Downtown Miami
Airport Area
North Miami-Dade/Sunny Isle
South Miami-Dade
Coral Gables
Key Biscayne
Coconut Grove
Doral
Total
44.t%
18.7
13.8
9.5
5.8
5.4
2.5
1.3
N/A
1000
41.2%
21.7
13.0
0.8
0.7
1000h
42.00h 43.2%
17.6 18.1
17.2 16.5
47.8yo
t9.z
12.8
9.8 10.0
5.8 5.0
5.7 4.9
2.4 2.7
r0.8 8.8
4.7 3.9
4.2 3.9
1.3 1.5
0.9 0.5 1.5
0.7 0.9 3.3
1000h 1000h t00%
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 lntemational Airport and the Port of Miami,
and Amtrak has a passenger station in the City of Miami. Tri-Rail, a 72-mie 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 lntemational Airport is one of the busiest airports in the world for both passenger and cargo
traffic. It ranks twelfth (12'h) in the nation and twenty-fifth (25'h) in the world in passenger traffic and has
the second highest international passenger traflic in the United States. The airport ranks third (3'd) in the
A-16
865
nation and eleventh (l l'h) in the world in tonnage of domestic and intemational cargo movement. During
Fiscal Year 2014 Miami International Airport handled 40,844,964 passengers and2,187,943 tons of air
freight. More than 88 airlines serve Miami Intemational Airport, flying 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 Department
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.
In August 2014, access to the Port of Miami was increased by the opening of the PortMiami
Tunnel. The PortMiarni Tunnel consist of two (2) parallel tunnels (one in each direction) that travel
underneath Biscayne Bay connecting MacArthur Causeway on Watson Island with the Port of Miami on
Dodge Island. The PortMiani Tunnel provides direct access from highways I-95 and I-395, creating a
highly desired additional entrance to the Port of Miami and a major improvement in traffic flow in
downtown Miami. The PortMiarni Tunnel is expected to be a signihcant catalyst for future development
at the Port of Miami and in the downtown Miami area.
RECREATION
There are numerous parks and playgrounds in the City. Each park provides different amenities,
from tennis and bocce courts to swimming pools and tot lots, to Vita courses and barbecue pits. There are
four (4) Vita courses, two (2) public swimming pools, and numerous tennis courts, including the Holtz
Tennis Stadium, which hosts championship, professional and amateur tournaments.
Offshore, the Gulf Stream provides a variety of game fish, while the Miami Beach Marina provides
an abundance of space to house boats as well as direct access to the Atlantic Ocean and the Gulf Stream.
The Marina is a private development on City owned, bay front land in the South Pointe area of the City.
Renovation has increased the number of boat slips to 388, making the Marina a first class facility and the
largest marina in the area.
ln 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.
A-t7
866
APPENDIXB
Excerpts from Comprehensive Annual Financial Report
of the City of Miami Beach, Florida
for the Fiscal Year Ended September 30,2014
867
APPENDIX C
The Resolution
868
APPENDIXD
Proposed Form of Opinion of Bond Counsel
869
APPENDIXE
Proposed Form of Opinion of Disclosure Counsel
870
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
Parking 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 Parking 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. 2010-27491 adopted by the
Mayor and City Commission of the City (collectively, the "City Commission") on September 20, 2010 (the
"Bond Resolution"), and Resolution No. 2015-_ adopted by the City Commission on October _,
2015 (the "Series 2015 Resolution" and, collectively with the Bond Resolution, the "Resolution"), as
described in the Official Statement dated November _,2015 relating to the Series 2015 Bonds (the
"Official Statement"). All capitalized terms used in this opinion that are not defined herein and not
normally capitalized shall have the meaning ascribed to such terms in the Official Statement.
ln 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 201 5 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 and binding 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 in connection with the issuance of the Series 2015 Bonds, the Financial Advisors for the City,
the Underwriters for the issuance of the Series 2015 Bonds and Greenberg Traurig, P.A., Counsel to the
Underwriters, in which the contents of the Official Statement and related matters were discussed.
Solely on the basis of our participation in the preparation of the Official Statement, our examination
of certificates, documents, instruments and records relating to the City and the issuance of the Series 2015
E-1
871
City Commission of the
City of Miami Beach, Florida
Date of Delivery
Page 2
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 December _, 2015 and delivered
at the closing for the Series 2015 Bonds, satisfies the requirements set forth in Rule l5c2-12(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 oflicials and other officers, and representatives
of the parties to this transaction. We have no actual knowledge of any factual information that would lead
us to form a legal opinion that the public records or certificates which we have relied upon contain any
untrue statement of a material fact.
The opinions expressed herein are based upon existing law as of the date hereof and we express
no opinion herein as of any subsequent date or with respect to any pending legislation. We assume no
obligation to supplement this opinion if any applicable laws change after the date hereof or if we become
aware of any facts that might change the opinions expressed herein after the date hereof. The opinions
expressed herein represent our professional judgment, are not a guarantee of result, and are limited to the
laws of the State of Florida and the United States of America.
The opinions expressed herein are furnished by us as Disclosure Counsel to our client, the City,
and solely for the use of the addressee named above. Such opinions shall not extend to, and may not be
relied upon by, any other persons, firms, or corporations without our express prior written consent. The
opinions expressed herein are limited to the matters set forth herein, and to the documents referred to
herein, and do not extend to any other agreements, documents or instruments executed by the City. No
other opinion should be infened beyond the matters expressly stated herein.
Respectfully submitted,
LAW OFFICES OF STEVE E. BULLOCK, P.A.
E-2
872
APPENDIXF
Form of Disclosure Dissemination Agent Agreement
873
IAPPENDIX G
Form of Specimen Municipal Bond Insurance Policyl
874
$_
CITY OF MIAMT BPACU, FLORIDA
Parking Revenue Bonds,
Series 2015
BOND PURCHASE AGREEMENT
,2075
Mayor and City Commission
City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach, Florida 33139
Ladies and Gentlemen:
J.P. Morgan Securities LLC (the "Senior Managing Underwriter"), acting on behalf of
itself and SunTrust Robinson Humphrey, and Estrada Hinojsa & Company, Inc. (collectively,
with the Senior Managing Underwriter, the "Underwriters"), offer to enter into this Bond
Purchase Agreement (this "Purchase Agreement") with the City of Miami Beach, Florida (the..City,,),forthesalebytheCityandthepurchasebytheUnderwritersoftheCity,s$-
Parking Revenue Bonds, Series 2015 (the "Series 2015 Bonds"). This offer is made subject to
acceptance by the City prior to 5:00 p.m. (Eastern Time) on the date hereof. Upon such
acceptance, this Purchase Agreement will be in full force and effect in accordance with its terms
and will be binding on the City and the Underwriters. If this offer is not so accepted, it is subject
to withdrawal by the Underwriters upon written notice delivered to the City at any time prior to
such acceptance. In conformance with Section 218.385, Florida Statutes, as amended, the
Underwriters hereby deliver the Disclosure and Truth-in-Bonding Statement attached hereto as
Exhibit "A." Capitalized terms used in this Purchase Agreement, but not defined, are used with
the meanings ascribed to them in the Bond Resolution hereinafter described.
The Senior Managing Underwriter represents that it is authorized on behalf of itself and
the other Underwriters to enter into this Purchase Agreement and to take any other actions that
may be required on behalf of the Underwriters.
SECTION I.
(a) Upon the terms and conditions and upon the basis of the representations and
warranties herein set forth, the Underwriters hereby agree to purchase from the
City, and the City hereby agrees to sell to the Underwriters all (but not less than
all) of the Series 2015 Bonds for apurchase price equal to $(which
purchase price is the aggregate principal amount of the Series 2015 Bonds of
875
, plus/minus a net original issue premium/discount of
and less an Underwriters' discount of $ ). The purchase
price for the Series 2015 Bonds shall be payable to the City in immediately
available funds.
In connection with the execution of this Purchase Agreement, the Senior
Managing Underwriter, on behalf of the Underwriters, has delivered to the City
a wire transfer credited to the order of the City in immediately available federal
funds in the aggregate amount of Dollars
($_) (the "Good Faith Deposit"), which is being delivered to the
City 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 1(a). In the event of the City's
failure to deliver the Series 2015 Bonds at the Closing, or if the City shall be
unable at or prior to the Closing to satisfy the conditions to the obligations of
the Underwriters contained in this Purchase Agreement (unless such conditions
are waived by the Senior Managing Underwriter), or if the obligations of the
Underwriters shall be terminated for any reason permitted by this Purchase
Agreement, the City shall immediately wire to the Senior Managing
Underwriter in federal funds the Good Faith Deposit without interest, and such
wire shall constitute a full release and discharge of all claims by the
Underwriters against the City arising out of the transactions contemplated by
this Purchase Agreement. In the event that the Underwriters fail other than for
a reason permitted under this Purchase Agreement to accept and pay for the
Series 2015 Bonds upon their tender by the City at the Closing, the amount of
the Good Faith Deposit shall be retained by the City and such retention shall
represent full liquidated damages and not a penalty, for such failure and for any
and all defaults on the part of the Underwriters and the retention of such funds
shall constitute a full release and discharge of all claims, rights and damages
for such failure and for any and all such defaults. It is understood by both the
City and the Underwriters that actual damages in the circumstances as
described in the preceding sentence may be difficult or impossible to compute;
therefore, the funds represented by the Good Faith Deposit are a reasonable
estimate of the liquidated damages in this type of situation.
(c) The Series 2015 Bonds will be issued pursuant to Chapter 166, Florida Statutes,
as amended, the City of Miami Beach Charter, and other applicable provisions of
law (collectively, the "Act"), and pursuant and subject to the terms and conditions
of Resolution No. 2010-27491 adopted by the Mayor and City Commission of the
City of Miami Beach, Florida (the "Commission") on September 20,2010, as
amended and supplemented from time to time, and as particularly
$
$
(b)
876
(d)
supplemented by Resolution No. 2015-adopted by the Commission on
,2075 (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, including 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.
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 hereof, or (ii) one (1)
business day prior to the Closing date, in order to permit the Underwriters to
comply with Rule l5c2-12 (the "Rule") of the Securities and Exchange
Commission ("SEC"), and the applicable rules of the Municipal Securities
Rulemaking Board ("MSRB"), with respect to distribution of the Official
Statement
The Senior Managing Underwriter agrees to file the Official Statement with the
Electronic Municipal Market Access system ("EMMA") (accompanied by a
completed Form G-32) by the date of Closing. The filing of the Official
Statement with EMMA shall be in accordance with the terms and conditions
applicable to EMMA.
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 underuriting period), if any event
(e)
(f)
877
occurs or a condition or circumstance exists which may make it necessary to
amend or supplement the Official Statement in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, the party discovering such event, condition or occurrence shall notify
the other party and if, in the reasonable opinion of the City or the reasonable
opinion of the Senior Managing Underwriter, such event requires the preparation
and publication of an amendment or supplement to the Official Statement, the
City, at its expense, will promptly prepare an appropriate amendment or
supplement thereto, in a form and in a manner reasonably approved by the Senior
Managing Underwriter (and file, or cause to be filed, the same with the MSRB,
and mail such amendment or supplement to each record owner of the Series 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
occulrence 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 (bX4) of the Rule.
(g) The City hereby approves and authorizes the delivery and distribution of the
Preliminary Official Statement and the execution, delivery and distribution of the
Official Statement in substantially the form of the Preliminary Official Statement,
together with such other changes, amendments or supplements as shall be made
and approved in writing by the Senior Managing Underwriter and the City prior to
the Closing in connection with the public offering and sale of the Series 2015
Bonds.
SECTION 2.
The City represents and warrants to and agrees with the Underwriters as follows:
(a) The Bond Resolution was adopted by the Commission at meetings duly called and
held in open session upon requisite prior public notice pursuant to the laws of the
State of Florida and the standing resolutions and rules of procedure of the
Commission. The City has full right, power and authority to adopt and/or enact
the Bond Resolution and the Rate Instrument. On the date hereof, the Bond
Resolution is, and, at the Closing shall be, in full force and effect, and no portions
878
(b)
thereof have been or shall have been supplemented, repealed, rescinded or
revoked. The Bond Resolution constitutes the legal, valid and binding obligation
of the City, enforceable in accordance with its terms. The Bond Resolution
creates a 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
(i)$17,155,000 original aggregate principal amount of Parking Revenue
Refunding Bonds, Series 2010A, currently outstanding in the aggregate principal
amount of $11,800,000, (ii) $27,405,000 original aggregate principal amount of
Parking Revenue Bonds, Series 2010B, all of which are currently outstanding, and
(iii) 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 therein, in the light of the circumstances under
which they were made, not misleading. In addition, any amendments to the
Preliminary Official Statement and the Official Statement prepared and furnished
by the City pursuant hereto will not contain any untrue statement of a material
fact or omit to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading. The
Series 20i5 Bonds, the Bond Resolution and the Disclosure Dissemination Agent
Agreement relating to the Series 2015 Bonds (the "Continuing Disclosure
Agreement") conform to the descriptions thereof set forth in the Official
Statement.
The City is not in breach of or default under any applicable constitutional
provision, law or administrative regulation of the State of Florida or the United
States, or any agency or department of either, or any applicable judgment or
decree or any loan agreement, indenture, bond, note, resolution, agreement or
other instrument to which the City is a party or to which the City or any of its
properties or other assets is otherwise subject, and no event has occurred and is
continuing which, with the passage of time or the giving of notice, or both, would
constitute a default or event of default under any such instrument, in any such
case to the extent that the same would have a material and adverse effect upon the
business or properties or financial condition of the City, including the 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, and this Purchase Contract and the adoption of
the Bond Resolution, the adoption and/or enactment of the Rate Instrument, and
compliance with the provisions on the City's part contained in each, will not
conflict with or constitute a breach of or default under any constitutional
provision, law, administrative regulation, judgment, decree, loan agreement,
indenture, bond, note, resolution, agreement or other instrument to which the City
is a party or to which the City or any of its properties or other assets is otherwise
(c)
879
(d)
subject, nor will any such execution, delivery, adoption or compliance result in
the creation or imposition of any lien, charge or other security interest or
encumbrance of any nature whatsoever upon any of the properties or the assets of
the City under the terms of any such law, regulation or instrument, except as
provided or permitted by the Series 2015 Bonds and the Bond Resolution.
As of its date, the Preliminary Official Statement was deemed "final" (except for
permitted omissions) by the City for purposes of paragraph (bX1) of the Rule.
On the date hereof, the Commission is the governing body of the City and the
City is, and will be on the date of the Closing, duly organized and validly existing
as a municipality under the Act, with the power and authority set forth therein.
The City has full right, power and authority to issue, sell and deliver the Series
2015 Bonds to the Underwriters as described herein; to provide funds to 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 Parking System, (collectively, the "Rate
Instrument"); to enter into this Purchase Agreement, and the Continuing
Disclosure Agreement (collectively, the "Bond Documents"), to issue and deliver
the Series 2015 Bonds as provided in this Purchase Agreement and the Bond
Resolution, to apply the proceeds of the sale of the Series 2015 Bonds for the
purposes described herein and in the Official Statement, to execute and deliver the
Bond Documents, and to carry out and consummate the transactions contemplated
by the aforesaid documents.
At meetings of the Commission that were duly called and at which a quonrm 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 Statement; 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
fulhlled, or will be complied with or fulfilled on the date of Closing.
Since September 30, 2014, there has been no material adverse change in the
financial position, results of operations or condition, financial or otherwise, of the
City or its Parking System other than as disclosed in the Official Statement and
the City has not incurred liabilities that would materially adversely affect its
ability to discharge its obligations under the Bond Resolution or the Bond
Documents, direct or contingent, other than as disclosed in the Official Statement.
No authorization, approval, consent or license of any governmental body or
authority, not already obtained, is required for the valid and lawful execution and
delivery by the City of the Series 2015 Bonds, the Bond Documents, the Official
(e)
(0
(e)
(h)
(i)
880
(j)
(k)
Statement, the adoption of the Bond Resolution, and the performance of its
obligations thereunder or as contemplated thereby; provided, however, that no
representation is made concerning compliance with the registration requirements
of the federal securities laws or the securities or Blue Sky laws of the various
states.
The City is not and has not been in default on any bond issued since
December 31, 1975 that would be considered material by a reasonable investor.
Except as disclosed in the Official Statement, there is no claim, action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any court,
goverrrmental agency, or public board or body, pending or, to the best of its
knowledge, threatened: (i) contesting the corporate existence or powers of the
Commission, or the titles of the officers of the Commission to their respective
offices; (ii) seeking to prohibit, restrain or enjoin the sale, issuance or delivery of
the Series 2015 Bonds or the collection of the Net Revenues, pledged to pay the
principal of and interest on the Series 2015 Bonds in the manner and to the extent
provided in the Bond Resolution, or the application of the proceeds of the Series
2015 Bonds or in which an unfavorable decision, ruling or finding would
materially adversely affect the financial position of the City or the operations of
its Parking System or the validity or enforceability of the Series 2015 Bonds, the
Bond Resolution 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
Parking System, nor, to the best knowledge of the City, is there any basis therefor.
When duly executed and delivered, the Series 2015 Bonds, and the Bond
Documents will have been duly authorized, executed, issued and delivered and
will constitute valid and binding obligations of the City, enforceable in
accordance with their respective terms, except insofar as the enforcement thereof
may be limited by bankruptcy, insolvency or similar laws relating to the
enforcement of creditors' rights.
The City will furnish such information, execute such instruments and take such
other action in cooperation with the Senior Managing Underwriter as the Senior
Managing Underwriter may reasonably request to: (i) qualify the Series 2015
Bonds for offer and sale under the "blue sky" or other securities laws and
regulations of such states and other jurisdictions of the United States of America
as the Senior Managing Underwriter may designate; (ii) determine the eligibility
of the Series 2015 Bonds for investment under the laws of such states and other
jurisdictions; and (iii) continue such qualifications in effect so long as required for
the distribution of the Series 2015 Bonds; provided that the City will not be
required to qualify to do business or submit to service of process in any such
jurisdiction.
(l)
(m)
881
(")The City has not been notified of any listing or the proposed listing of the City by
the Internal Revenue Service as an issuer whose arbitrage certifications may not
be relied upon.
Any certificate signed by any ofhcial of the City and delivered to
Underwriters will be deemed to be a representation by the City to
Underwriters as to the statements made therein.
The City will undertake, pursuant to the Continuing Disclosure Agreement, to
provide or cause to be provided to the MSRB certain annual financial information
and operating data of the Parking System, and certain notices of material events,
as more fully set forth in the Continuing Disclosure Agreement. A description of
the undertaking will be set forth in the Official Statement.
The Financial Statements included in the Official Statement have been prepared
in accordance with generally accepted accounting principles applied on a
consistent basis with that of the audited combined financial statements of the City
and fairly present the financial condition and results of the operations of the City
and the Parking System at the dates and for the periods indicated.
the
the
(o)
(p)
(q)
(r) 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
statement, certificate, document or exhibit furnished to or to be furnished by the
City pursuant to this Purchase Agreement contains, or will contain on the Closing
date, any untrue statement of material fact.
(s)
(0
(u)
(v)
882
(w) Between the date of this Purchase Agreement and the date of Closing, the City
will not, without the prior written consent of the Senior Managing Underwriter,
offer or issue any bonds, notes or other obligations for borrowed money, and the
City will not incur any material liabilities, direct or contingent, nor will there be
any adverse change of a material nature in the financial position, results of
operations or condition, financial or otherwise, of the City, other than (i) as
contemplated by the Official Statement, or (ii) in the ordinary course of business.
SECTION 3.
On or before the acceptance by the City of this Purchase Agreement, the Underwriters
shall receive from the City certified copies of the Bond Resolution.
SECTION 4.
At l0:00 a.m. (Eastern Time) on 2075, or at such earlier or later time or
date as the parties hereto mutually agree upon (the "Closing"), the City will cause to be delivered
to the Underwriters, at the offices of Squire Patton Boggs (US) LLP ("Bond Counsel"), in the
City of Miami, Florida or at such other place upon which the parties hereto may agree, the
documents mentioned in Section 5(b) of this Purchase Agreement and shall release the Series
2015 Bonds, in the form of one typewritten, fully registered bond with a CUSIP 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 Undenvriters' obligations under this Purchase Agreement are and will be subject to the
following further conditions:
(a) at the time of Closing: (i) the Bond Resolution and the Bond Documents will be
in full force and effect and will not have been amended, modified or
supplemented, except as may have been agreed to in writing by the Senior
Managing Underwriter; (ii) the proceeds of the sale of the Series 2015 Bonds
shall be applied as described in the Official Statement; and (iii) the Commission
shall have duly adopted and there shall be in full force and effect, resolutions as,
in the opinion of Bond Counsel, shall be necessary in connection with the
transactions contemplated hereby;
(b) at or prior to the Closing, the Underwriters shall receive the following documents:
(i) 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
883
Statement as Appendi* _, 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;
(ii) a supplemental opinion of Bond Counsel, dated the date of the Closing
and addressed to the Undenvriters 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 2015 BONDS" (except for the information under the
subheading "RESERVE ACCOUNT"),I and believe that, insofar as
such statements purport to summarize certain provisions of the Series
2015 Bonds and the Bond Resolution, such statements present an accurate
summary of such provisions; (B) they have reviewed the statements in the
Official Statement under the caption "TAX MATTERS" and believe that
such statements are accurate; and (C) the 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");
(iii) the opinion of the Law Offices of Steve E. Bullock, P.A., Disclosure
Counsel to the City, dated the date of Closing and either addressed to the
Underwriters and the City or accompanied by a letter addressed to the
Underwriters indicating that it may rely on said opinion as if it were
addressed to them, in form and substance acceptable to the City and the
Underwriters, (i) to the effect that nothing has come to its attention which
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 Act;
(iv) the opinion of Raul Aguila, Esq., Counsel to the City, dated the date of
Closing and addressed to the Underwriters and the City, to the effect that:
(A) the Commission is the governing body of the City and the City is
validly existing as a municipality under the Act, with all corporate power
necessary to conduct the operations described in the Official Statement
and to carry out the transactions contemplated by this Purchase
Agreement; (B) the City has obtained all governmental 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
10
884
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, execution, distribution and delivery of the Official
Statement; (E) the Series 2015 Bonds and the Bond Documents have each
been duly authorized, executed and delivered by the City and, assuming
due authorization, execution and delivery thereof by the other parties
thereto, if any, each constitutes a valid and binding agreement of the City,
enforceable in accordance with its terms; (F) the information in the
Official Statement with respect to the City (excluding financial, statistical
and demographic information and information relating to DTC, as to
which no opinion need be expressed) is, to the best knowledge of such
counsel after due inquiry with respect thereto, correct in all material
respects and does not omit any matter necessary in order to make the
statements made therein regarding such matters, in light of the
circumstances under which such statements are made, not misleading, and,
based on its participation as counsel to the City, such counsel has no
reason to believe that the Official Statement (excluding financial,
statistical and demographic information (and information relating to DTC)
contained as of its date or contains any untrue statement of a material fact
or omitted or omits to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading; (G) except as disclosed in the Official Statement
under the caption "LITIGATION," there is no action, suit, proceeding or
investigation at law or in equity before or by any court, public board or
body pending or, to the best of knowledge of such counsel, threatened,
against or affecting the Commission or the City challenging the validity of
the Series 2015 Bonds, the Bond Resolution, the Rate Instrument, the
Bond Documents, or any of the transactions contemplated thereby or by
the Official Statement, or challenging the existence of the City or the
respective powers of the several offices of the officials of the City or the
titles of the officials holding their respective offices, or challenging the
City's ownership or operation of the Parking System 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 City (except as contemplated therein) pursuant to any note,
mortgage, deed of trust, indenture, resolution or other agreement or
instrument to which the Commission or the City is a party, or any existing
11
885
law, regulation, 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 Parking System or the
Series 2015 Bonds has occurred since the date of the Ofhcial 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) letters from Moody's Investors Service, Inc. ("Moody's") and Standard &
Poor's Ratings Services ("S&P") addressed to the City, to the effect that
the Series 2015 Bonds have been assigned ratings of "_" and "_"
with a "_ outlook," respectively, which ratings shall be in effect as
of the Closing date;
(ix)a customary authorization and incumbency certificate, dated the date of
Closing, signed by authorized officers of the Bond Registrar;
(x) copies of the Blue Sky Survey and Legal Investment Survey, if any,
prepared by Counsel to the UnderwTiters, indicating the jurisdictions in
which the Series 2015 Bonds may be sold in compliance with the "blue
sky" or securities laws of such jurisdictions;
(xi)such additional documents as may be required by the Bond Resolution to
be delivered as a condition precedent to the issuance of the Series 2015
Bonds;
(xii) [one executed copy of a letter from the Consulting Engineers
consenting to the references to them in the Official Statement and
inclusion of its Report of Consulting Engineer as Appendix _ to the
Official Statementl;
t2
886
(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 PARKING SYSTEM" is
accurate and does not omit to state a material fact necessary in order to
make the statements made therein, in light of the circumstances under
which they were made, not misleading;
(xiv) [a true and correct copy of the 2015 Reserve Account Insurance
Policy; l
(xv) [an opinion, dated the date of the Closing and addressed to the Issuer
and the Underwriters, of counsel for the Insurer and/or a certificate
or certificates of the Insurer, in such form as is mutually and
reasonably acceptable to the Issuer and the Underwriters; and]
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 il but only if, in the reasonable judgment of the Senior Managing
Underwriter and Underwriters' Counsel, they are satisfactory in form and substance.
SECTION 6.
If the City shall be unable to satisS, 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 fulI 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 Ofhcial Statement) in such reasonable
quantities as the Underwriters may request; fees and disbursements of Bond
Counsel; fees and disbursements of the City's Financial Advisor; any accounting
fees; the Bond Registrar fees; fees of the rating agencies; and any other fees as
described in Schedule A-1 hereto. The City shall pay any expenses incurred by
the Underwriters on behalf of the City and its staff in connection with the
marketing, issuance and delivery of the Series 2015 Bonds, including, but not
limited to, meals, transportation and lodging of the City's employees and
(x)
13
887
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 Undennriters have not
assumed any advisory or fiduciary responsibility to the City with respect to the transactions
contemplated hereby and the discussions, undertakings and procedures leading thereto
(irrespective of whether the Underwriters or their affiliates have provided other services or are
currently providing other services to the City on other matters); (iii) the only obligations the
Underwriters have to the City with respect to the transaction contemplated hereby expressly are
set forth in this Purchase Agreement; (iv) the City has consulted its own financial and/or
municipal, legal, accounting, tax, and other advisors, as applicable, to the extent it has deemed
appropriate and (v) the Underwriters have financial and 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
legislation shall be favorably reported by such a committee or be introduced, by
amendment or otherwise, in, or be passed by, the House of Representatives or the
Senate, or recommended to the Congress of the United States of America for
passage by the President of the United States of America, or be enacted by the
Congress of the United States of America, or an announcement or a proposal for
any such legislation shall be made by a member of the House of Representatives
or the Senate of the Congress of the United States, or a decision by a court
established under Anicle III of the Constitution of the United States of America
or the Tax Court of the United States of America shall be rendered, or a ruling,
regulation, or order of the Treasury Department of the United States of America
or the Internal Revenue Service shall be made or proposed having the purpose or
L4
888
(b)
(c)
effect of imposing federal income taxation, or any other event shall have occurred
which results in or proposes the imposition of federal income taxation, upon
revenues or other income of the general character to be derived by the City, any of
its affiliates, state and local govemmental units or by any similar body or upon
interest received on obligations of the general character of the Series 2015 Bonds
which, in the Senior Managing Underwriter's opinion, materially and adversely
affects the market price of the Series 2015 Bonds.
Any legislation, ordinance, rule, or regulation shall be introduced in or be enacted
by any governmental body, department, or agency of the United States or of any
state, or a decision by any court of competent jurisdiction within the United States
or any state shall be rendered which, in the Senior Managing Underwriter's
reasonable opinion, materially adversely affects the market price of the Series
2015 Bonds.
A stop order, ruling, regulation, or official statement by, or on behalf ol 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 "1934
Act"), or the qualification provisions of the 1939 Act.
Legislation shall be introduced by amendment or otherwise in, or be enacted by,
the Congress of the United States of America, or a decision by a court of the
United States of America shall be rendered to the effect that obligations of the
general character of the Series 2015 Bonds, including all the underlying
obligations, are not exempt from registration under or from other requirements of
the 1933 Act or the 1934 Act, or with the purpose or effect of otherwise
prohibiting the issuance, offering, or sale of obligations of the general character of
the Series 2015 Bonds, as contemplated hereby or by the Official Statement.
Any event shall have occurred, or information shall have become known, which,
in the Senior Managing Underwriter's reasonable opinion, makes untrue in any
material respect any representation by or certificate of the City hereunder, or any
statement or information fumished to the Underwriters by the City for use in
connection with the marketing of the Series 2015 Bonds or any material statement
or information contained in the Official Statement as originally circulated
contains an untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading; provided, however, that the City
shall be granted a reasonable amount of time in which to cure any such untrue or
misleading statement or information.
(d)
(e)
15
889
(0
(s)
(h)
(i)
(j)
(k)
(l)
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
governmental authority, shall impose, as to Series 2015 Bonds or obligations of
the general character of the Series 2015 Bonds, any material restrictions not now
in force, or increase materially those now in force, with respect to the extension of
credit by, or a change to the net capital requirements of, the Underwriters.
A general banking moratorium or suspension or limitation of banking services
shall have been established by 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 restrain, enjoin, or otherwise prohibit the issuance, sale, or delivery
of the Series 2015 Bonds by the City or the purchase, offering, sale, or
distribution of the Series 2015 Bonds by the Underwriters, or for any
investigatory or other proceedings under any federal or state securities laws or the
rules and regulations of the National Association of Securities Dealers, Inc.
relating to the issuance, sale, or delivery of the Series 2015 Bonds by the City or
the purchase, offering, sale, or distribution of the Series 2015 Bonds by the
Underwriters.
There shall have occurred any new outbreak or escalation of hostilities, any
declaration by the United States of war or any national or intemational calamity
or crisis, the effect of such outbreak, escalation, declaration, calamity or crisis
being such as would cause a major disruption in the municipal bonds market and
as, in the reasonable judgment of the Senior Managing Underwriter, would make
it impracticable or inadvisable for the Underwriters to market the Series 2015
Bonds or to enforce contracts for the sale of the Series 2015 Bonds.
Prior to Closing, any of the rating agencies which have rated the Series 2015
Bonds shall inform the City or the Undenzvriters 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 downgrading,
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
16
890
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, Florida
1700 Convention Center Drive
Miami Beach, FL 33139
Attention: John Woodruff, Interim Chief Financial Officer
To the Underwriters (as the Senior Managing Underwriter, the representative on behalf of
the Underwriters) at:
J.P. Morgan Securities LLC
1450 Brickell Avenue, 33'd Floor
Miami, Florida 33131
Attention: T.J. Whitehouse
SECTION 11.
This Purchase Agreement is made solely for the benefit of the City and the Underwriters
(including the successors or assigns of the Underwriters), and no other person, partnership,
association or corporation shall acquire or have any right hereunder or by virtue hereof.
SECTION 12.
All the representations, warranties and agreements of the Underwriters and the City in
this Purchase Agreement shall remain operative and in full force and effect and shall survive
delivery of and payment for the Series 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
Iaws of the State of Florida.
SBCTION 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
17
891
agreement; such counterparts may be delivered by facsimile transmission.
[Signature Page to Follow]
18
892
If the foregoing is acceptable to you, please sign below and this Purchase Agreement will
become a binding agreement between the City and the Underwriters.
Very Truly Yours,
J.P. MORGAN SECURITIES LLC, on behalf of
itself and SUNTRUST ROBINSON
HUMPHREY, AND ESTRADA HINOJOSA &
COMPANY,INC.
By:
Name:
Title:
Accepted and confirmed as of the
date first above written:
CITY OF
FLORIDA
By:
MIAMI BEACH,
Name: Philip Levine
Title: Mayor
APPROVED ASTO
rONU & TANGUAGE
&FORE(EOLmOT{
-.Q-OrtF
t9
893
EXHIBIT A
(Disclosure and Truth-in-Bonding Statement)
CITY OF MIAMI BEACH, FLORIDA
Parking Revenue Bonds
Series 2015
,2015
Mayor and City Commission
City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach, Florida 33139
Ladies and Gentlemen:
In connection with the proposed execution and delivery of the $City of
Miami Beach, Florida Parking Revenue Bonds, Series 2015 (the "Series 2015 Bonds"), J.P.
Morgan Securities LLC (the "Senior Managing Underwriter"), acting on behalf of itself and
SunTrust Robinson Humphrey, and Estrada Hinojosa & Company, Inc. (collectively, with the
Senior Managing Underwriter, the "Underwriters"), has agreed to underwrite a public offering of
the Series 2015 Bonds. Arrangements for underwriting the Series 2015 Bonds will include a
Bond Purchase Agreement between the City of Miami Beach, Florida (the "City") and the
Underwriters which will embody the negotiations in respect thereof (the "Purchase Agreement").
The purpose of this letter is to fumish, pursuant to the provisions of Section 218.385,
Florida Statutes, as amended, certain information in respect of the arrangements contemplated
for the underwriting of the Series 2015 Bonds as follows:
(a) The nature and estimated amounts of expenses to be incurred by the Underwriters
in connection with the purchase and reoffering of the Series 2015 Bonds are set
forth in schedule A-l attached hereto.
No person has entered into an understanding with the Underwriters or, to the
knowledge of the Underwriters, with the City for any paid or promised
compensation or valuable consideration, directly or indirectly, expressly or
implied, to act solely as an intermediary between the City and the Underwriters or
to exercise or attempt to exercise any influence to effect any transaction in
connection with the purchase of the Series 2015 Bonds by the Underwriters.
(c)The total underwriting spread is $($
(d) The Management Fee is $_ ($_/$1,000 of Bonds).
(b)
Exhibit A-1
/$1,000 of Bonds).
894
(0
(e) The Underwriters' Expenses are $($/$1,000 of Bonds).
No other fee, bonus or other compensation has been or will be paid by the
Underwriters in connection with the issuance of the Series 2015 Bonds to any
person not regularly employed or retained by the Undenvriters, except
Underwriters' Counsel, Bryant Miller Olive P.A., as shown on Schedule A-1
hereto, including any "finder" as defined in Section 218.386(1)(a), Florida
Statutes, as amended.
The names and addresses of the Underwriters are:
J.P. Morgan Securities LLC
1450 Brickell Ave, 33rd Floor
Miami, Florida 33131
Attn: T.J. Whitehouse
SunTrust Robinson Humphrey
3333 Peachtree Road, I lth Floor
Atlanta, Georgia 30326
Attn: Doug McCuean
Estrada Hinojosa & Company, Inc.
2937 SW 27th Avenue, Suite 2008
Miami, Florida 33131
Attn: Lourdes Reyes Abadin
TheCityisproposingtoissue$-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
(g)
(h)
interest cost rate of
Bonds will be $
Yo,total interest paid over the life of the Series 2015
. 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 Parking System, (ii) [fund required reserves, and
(iii)l pay costs of issuance of the Series 2015 Bonds.
(i) 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
amount of approximately $(total debt service divided by _ years) of
the aforementioned funds not being available each year to finance the other
services of the City over a period of approximately _ years, with respect to the
Series 2015 Bonds.
fRemainder of page intentionally left blank]
Exhibit A-2
895
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,
J.P. MORGAN SECURITIES LLC, on behalf of
itself and SUNTRUST ROBINSON HUMPHREY,
AND ESTRADA HINOJOSA & COMPANY, INC.
By:
Name:
Title:
Exhibit A-3
896
SCHEDULE "A.l"
DETAILED BREAKDOWN OF UNDERWRITERS' DISCOUNT
CITY OF MIAMI BEACH, FLORIDA
Parking Revenue Bonds
Series 2015
Spread Breakdown
Underwriter/Takedown:
Expenses:
Total
Expense Breakdown
Total
$/$1.000 Amount
$
$/$1.000 Amount
59 IOO loo987 622.DOCv5Schedule A-1
897
EXHIBIT B
q_
CITY OF MIAMI BEACH, FLORIDA
Parking Revenue Bonds
Series 2015
MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS AND
PRICES
$ Serial Bonds
Maturity Principal
(September 1) Amount Interest Rate Yield Price
Yo Term Bond Due September 1, _t Yield _Yq Pnce _oh
o/o Term Bond Due September 1, _; Yield o/o; Prrce Yo
[Insert Redemption Provisions]
MIA 184733517v1
Exhibit B-1
898
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 Issuer through use ofthe DAC system and do not constitute
"advice" within the meaning of the Dodd-Frank Wall Street Reform and Consumer Protection
Act (the "Act"). DAC will not provide any advice or recommendation to the Issuer or anyone on
the Issuer's behalf regarding the "issuance of municipal securities" or any "municipal financial
product" as defined in the Act and nothing in this Disclosure Agreement shall be interpreted to
the contrary.
SECTION 1. Definitions. Capitalized terms not otherwise defined in this Disclosure
Agreement shall have the meaning assigned in the Rule or, to the extent not in conflict with the
Rule, in the Official Statement (hereinafter defined). The capitalized terms shall have the
following meanings:
"Annual Filing Date" means the date, set in Sections 2(a) and 2(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 Year, certified by an independent auditor as prepared in accordance with
generally accepted accounting principles or otherwise, as such term is used in paragraph (bxs)(i)
of the Rule and specified in Section 3(b) of this Disclosure Agreement.
"Bonds" means the bonds as listed on the attached Exhibit A, with the 9-digit CUSIP
numbers relating thereto.
"Certification" means a written certification of compliance signed by the Disclosure
Representative stating that the Annual Report, Audited Financial Statements, Voluntary Report,
Notice Event notice or Failure to File Event notice delivered to the Disclosure Dissemination
Agent is the Annual Report, Audited Financial Statements, Voluntary Report, Notice Event
notice or Failure to File Event notice required to be submitted to the MSRB under this Disclosure
Agreement. A Certification shall accompany each such document submitted to the Disclosure
Dissemination Agent by the Issuer and include the full name of the Bonds and the g-digit CUSIP
numbers for all Bonds to which the document applies.
344305450t2tAMERtCAS
899
"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 eror 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 occuffence) that affect Internet users generally, or in the
local area in which the Disclosure Dissemination Agent or the MSRB is located, or acts of any
goveflrment, 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.
"Information" means the Annual Financial Information, the Audited Financial Statements
(if any), the Notice Event notices, the Failure to File Event notices and the Voluntary Reports.
"MSRB" means the Municipal Securities Rulemaking Board established pursuant to
Section 15B(bXl) of the Securities Exchange Act of 1934.
"Notice Event" means any of the events enumerated in paragraph (bX5Xi)(C) of the Rule
and listed in Section 4(a) of this Disclosure Agreement.
"Obligated Person" means any person, including the Issuer, who is either generally or
through an enterprise, fund, or account of such person committed by contract or other
arrangement to support payment of all, or part of the obligations on the Bonds (other than
providers of municipal bond insurance, letters of credit, or other liquidity facilities).
"Official Statement" means that Official Statement prepared by the Issuer in connection
with the Bonds.
"Voluntary Report" means the information provided to the Disclosure Dissemination
Agent by the Issuer pursuant to Section 7.
344305450t2lAMERtCAS
900
SECTION 2. Provision of Annual Reports.
(a) The Issuer shall provide, annually, an electronic copy of the Annual Report and
Certification to the Disclosure Dissemination Agent, not later than 30 days prior to the Annual
Filing Date. Promptly upon receipt of an electronic copy of the Annual Report and the
Certification, the Disclosure Dissemination Agent shall provide an Annual Report to the MSRB
not later than two hundred forty (240) days after the end of each Fiscal Year, commencing with
the Fiscal Year ended S eptember 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 aFailure to File Event has occurred and to immediately send a notice to the MSRB in
substantially the form attached as Exhibit B.
(c) If the Disclosure Dissemination Agent has not received an Annual Report and
Certification by 10:00 a.m. Eastern Time on the Annual Filing Date (or, if such Annual Filing
Date falls on a Saturday, Sunday or holiday, then the first business day thereafter) for the Annual
Report, a Failure to File Event shall have occurred and the Issuer irrevocably directs the
Disclosure Dissemination Agent to immediately send a notice to the MSRB in substantially the
form attached as Exhibit B, without reference to the anticipated filing date for the Annual
Report.
(d) If Audited Financial Statements of the Issuer are prepared but not available prior
to the Annual Filing Date, the Issuer may provide an electronic copy of its unaudited financial
statements to the Disclosure Dissemination Agent and shall, when the Audited Financial
Statements are available, provide in a timely manner an electronic copy of the Audited Financial
Statements to the Disclosure Dissemination Agent, accompanied by a Certification, in each case
for filing with the MSRB.
(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;
34430545012lAMERtCAS
901
(iii) upon receipt, promptly file each of the unaudited financial statements and
each of the Audited Financial Statements received under Section 2(d) with the MSRB;
(iv) upon receipt, promptly file the text of each Notice Event received under
Sections 4(a) and 4(bxii) with the MSRB, identiffing the Notice Event as instructed by
the Issuer pursuant to Section 4(a) or 4(b)(ii) (being any of the categories set forth below)
when filing pursuant to the Section of this Disclosure Agreement indicated:
1. "Principal and interest payment delinquencies," pursuant to
Sections 4(c) and a(aX1);
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(aX3);
4. "Unscheduled draws on credit enhancements reflecting financial
difficulties," pursuant to Sections 4(c) and a@)(9;
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@)6);
7. "Modifications to rights of securities holders, if material," pursuant
to Sections 4(c) and a@)0);
8. "Bond calls, if material, and tender offers" pursuant to Sections
4(c) and a(aX8);
9. "Defeasances," pursuant to Sections 4(c) and a(ax9);
10. "Release, substitution, or sale of property securing repayment of
the securities, if material," pursuant to Sections 4(c) and 4(a)(10);
11. "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@)02);
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
34430545012lAMERlCAS
902
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 4(a)(14).
(v) upon receipt (or irrevocable direction pursuant to Section 2(c) of this
Disclosure Agreement, as applicable), promptly file a completed copy of Exhibit B to this
Disclosure Agreement with the MSRB, identifying the filing as "Failure to provide
annual information as required" when filing pursuant to Section 2(b)(ii) or Section 2(c) of
this Disclosure Agreement;
(vi) upon receipt, promptly file the text of each Voluntary Report received
under Section 7 with the MSRB.
(vii) provide the Issuer evidence of the filings of each of the above when made,
which shall be by means of the DAC system, for so long as DAC is the Disclosure
Dissemination Agent under this Disclosure Agreement.
(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 10:00
a.m. Eastern time on any business day that it is required to file with the MSRB pursuant to the
terms of this Disclosure Agreement and that is accompanied by a Certification and all other
information required by the terms of this Disclosure Agreement will be filed by the Disclosure
Dissemination Agent with the MSRB no later than 1 1:59 p.m. Eastem time on the same business
day; provided, however, the Disclosure Dissemination Agent shall have no liability for any delay
in filing with the MSRB if such delay is caused by a Force Majeure Event, provided that the
Disclosure Dissemination Agent uses reasonable efforts to make any such filing as soon as
possible.
SECTION 3. Content of Annual Reports.
(a) Each Annual Report shall contain the following Annual Financial Information
with respect to the Parking System for the prior Fiscal Year:
Number of parking spaces, parking rates, Revenues, Current Expenses, Net
Revenues, Principal and Interest Requirements, debt service coverage ratio, incurrence of
additional Parking System debt, major expansion of the Parking System and changes in
the senior management of the Parking System.
(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).
344305450t2lAMERrCAS
903
Any or all of the items listed above may be included by specific reference to other
documents, including official statements of debt issues with respect to which the Issuer is an
Obligated Person, which have been previously filed with the Securities and Exchange
Commission or available to the public on the MSRB Internet Website. If the document
incorporated by reference is a final official statement, it must be available from the MSRB. The
Issuer will clearly identiff each such document so incorporated by reference.
Any Annual Financial Information containing modified operating data or financial
information is required to explain, in narrative form, the reasons for the modification and the
impact of the change in the type of operating data or financial information being provided.
SECTION 4. Reporting of Notice Events.
(a) The occurrence of any of the following events with respect to the Bonds
constitutes a Notice Event:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial
difficulties;
4. Unscheduled draws on credit enhancements relating to the Bonds
reflecting financial 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 repayrnent of the Bonds,
if material;
11. Rating changes on the Bonds;
12. Bankruptcy, insolvency, receivership or similar event of the Obligated
Person;
Note: for the purposes ofthe event identified in this subsection 4(a)(12), the event is considered to
occur when any of the following occur: the appointment of a receiver, fiscal agent or similar fficer for an
Obligated Person in a proceeding under the U.S. Banhuptcy Code or in any other proceeding under state
34430545012lAMERlCAS
904
or federal law in which a court or governmental authority ltas assumed jurisdiction over substctntially 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 superttision and orders
of a court or governmental authority, or the entry of an order conJirming a plan of reorganization,
qrrangement or liquidation by a court or governmental authority having supertision or jurisdiction over
substantially all of the assets or business of the Obligated Person.
13. The consummation of a merger, consolidation, or acquisition involving an
Obligated Person or the sale of all or substantially all of the assets of the Obligated
Person, other than in the ordinary course of business, the entry into a definitive agreement
to undertake such an action or the termination of a definitive agreement relating to any
such actions, other than pursuant to its terms, if material; and
14. Appointment of a successor or additional trustee or the change of name of
a trustee, if material.
The Issuer shall, in a timely manner not in excess of ten (10) business days after its occurrence,
notify the Disclosure Dissemination Agent in writing of the 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
identify the Notice Event that has occured (which shall be any of the categories set forth in
Section 2(e)(iv) of this Disclosure Agreement), include the text of the disclosure that the Issuer
desires to make, contain the written authorization of the Issuer for the Disclosure Dissemination
Agent to disseminate such information, and identify the date the Issuer desires for the Disclosure
Dissemination Agent to disseminate the information (provided that such date is not later than the
tenth (1Oth) business day after the occurrence of the Notice Event).
(b) The Disclosure Dissemination Agent is under no obligation to notiff the Issuer or
the Disclosure Representative of an event that may constitute a Notice Event. In the event the
Disclosure Dissemination Agent so notifies the Disclosure Representative, the Disclosure
Representative will within two business days of receipt of such notice (but in any event not later
than the tenth (10th) business day after the occurrence of the Notice Event, if the Issuer
determines that a Notice Event has occurred), instruct the Disclosure Dissemination Agent that
(i) a Notice Event has not occurred and no filing is to be made or (ii) a Notice Event has occurred
and the Disclosure Dissemination Agent is to report the occurrence pursuant to Section 4(c),
together with a Certification. Such notice or Certification shall identify the Notice Event that has
occurred (which shall be any of the categories set forth in Section 2(e)(iv) of this Disclosure
Agreement), include the text of the disclosure that the Issuer desires to make, contain the written
authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such
information, and 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 (10th) business
day after the occurrence of the Notice Event).
(c) If the Disclosure Dissemination Agent has been instructed by the Issuer as
prescribed in subsection (a) or (b)(ii) of this Section 4 to report the occurrence of a Notice Event,
the Disclosure Dissemination Agent shall promptly file a notice of such occulrence with the
MSRB in accordance with Section 2(e)(iv) hereof.
344305450/2/AMERTCAS
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SECTION 5. CUSIP Numbers. Whenever providing information to the Disclosure
Dissemination Agent, including but not limited to Annual Reports, documents incorporated by
reference to the Annual Reports, Audited Financial Statements, notices of Notice Events, Failure
to File Events and Voluntary Reports filed pursuant to Section 7(a), the Issuer shall indicate the
full name of the Bonds and the 9-digit CUSIP numbers for the Bonds as to which the provided
information relates.
SECTION 6. Additional Disclosure Obligations. The Issuer acknowledges and
understands that other state and federal laws, including but not limited to the Securities Act of
1933 and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, may apply to the
Issuer, and that the failure of the Disclosure Dissemination Agent to so advise the Issuer shall not
constitute a breach by the Disclosure Dissemination Agent of any of its duties and
responsibilities under this Disclosure Agreement. The Issuer acknowledges and understands that
the duties of the Disclosure Dissemination Agent relate exclusively to execution of the
mechanical tasks of disseminating information as described in this Disclosure Agreement.
SECTION 7. Voluntary Reports.
(a) The Issuer may instruct the Disclosure Dissemination Agent to file information
with the MSRB, from time to time pursuant to a Certification of the Disclosure Representative
accompanying such information (a "Voluntary Report").
(b) Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from
disseminating any other information through the Disclosure Dissemination Agent using the
means of dissemination set forth in this Disclosure Agreement or including any other
information in any Annual Report, Audited Financial Statements, Voluntary Report, Notice
Event notice or Failure to File Event notice, in addition to that required by this Disclosure
Agreement. If the Issuer chooses to include any information in any Annual Report, Audited
Financial Statements, Voluntary Report, Notice Event notice, or Failure to File Event notice in
addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have
no obligation under this Disclosure Agreement to update such information or include it in any
future Annual Report, Audited Financial Statements, Voluntary Report, Notice Event notice or
Failure to File Event notice.
SECTION 8. Termination of Reportine Obligation. The obligations of the Issuer and
the Disclosure Dissemination Agent under this Disclosure Agreement shall terminate with
respect to the Bonds upon the legal defeasance, prior redemption or payment in full of all of the
Bonds, when the Issuer is no longer an Obligated Person with respect to the Bonds, or upon
delivery by the Disclosure Representative to the Disclosure Dissemination Agent of an opinion
of nationally recognized bond counsel to the effect that continuing disclosure is no longer
required.
SECTION 9. Disclosure Dissemination Agent. The Issuer has appointed Digital
Assurance Certification, L.L.C. as exclusive Disclosure Dissemination Agent under this
Disclosure Agreement. The Issuer may, upon thirty days written notice to the Disclosure
Dissemination Agent, replace or appoint a successor Disclosure Dissemination Agent. Upon
344305450t2lAMERrCAS
906
termination of DAC's services as Disclosure Dissemination Agent, whether by notice of the
Issuer or DAC, the Issuer agrees to appoint a successor Disclosure Dissemination Agent or,
alternately, agrees to assume all responsibilities of Disclosure Dissemination Agent under this
Disclosure Agreement for the benefit of the Holders of the Bonds. Notwithstanding any
replacement or appointment of a successor, the Issuer shall remain liable until payment in full for
any and all sums owed and payable to the Disclosure Dissemination Agent. The Disclosure
Dissemination Agent may resign at any time by providing thirty days' prior written notice to the
Issuer.
SECTION 10. Remedies in Event of Default. In the event of a failure of the Issuer or
the Disclosure Dissemination Agent to comply with any provision of this Disclosure Agreement,
the Holders' rights to enforce the provisions of this Disclosure Agreement shall be limited solely
to a right, by action in mandamus or for specific performance, to compel performance of the
parties' obligation under this Disclosure Agreement. Any failure by a party to perform in
accordance with this Disclosure Agreement shall not constitute a default on the Bonds or under
any other document relating to the Bonds, including the Bond Resolution, and all rights and
remedies shall be limited to those expressly stated herein.
SECTION 11. Duties. Immunities and Liabilities of Disclosure Dissemination Agent.
(a) The Disclosure Dissemination Agent shall have only such duties as are
specifically set forth in this Disclosure Agreement. The Disclosure Dissemination Agent's
obligation to deliver the information at the times and with the contents described herein shall be
limited to the extent the Issuer has provided such information to the Disclosure Dissemination
Agent as required by this Disclosure Agreement. The Disclosure Dissemination Agent shall
have no duty with respect to the content of any disclosures or notice made pursuant to the terms
hereof. The Disclosure Dissemination Agent shall have no duty or obligation to review or verify
any Information or any other information, disclosures or notices provided to it by the Issuer and
shall not be deemed to be acting in any fiduciary capacity for the Issuer, the Holders of the
Bonds or any other party. The Disclosure Dissemination Agent shall have no responsibility for
the Issuer's failure to report to the Disclosure Dissemination Agent a Notice Event or a duty to
determine the materiality thereof. The Disclosure Dissemination Agent shall have no duty to
determine, or liability for failing to determine, whether the Issuer has complied with this
Disclosure Agreement. The Disclosure Dissemination Agent may conclusively rely upon
certifications of the Issuer at all times.
The obligations of the Issuer under this Section shall survive resignation or removal of
the Disclosure Dissemination Agent and defeasance, redemption or 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.
344305450/2/AMERICAS
907
(c) All documents, reports, notices, statements, information and other materials
provided to the MSRB under this Disclosure Agreement shall be provided in an electronic format
and accompanied by identifying information as prescribed by the MSRB.
SECTION 12. Amendment: Waiver. Notwithstanding any other provision of this
Disclosure Agreement, the Issuer and the Disclosure Dissemination Agent may amend this
Disclosure Agreement and any provision of this Disclosure Agreement may be waived, if such
amendment or waiver is supported by an opinion of counsel expert in federal securities laws
acceptable to both the Issuer and the Disclosure Dissemination Agent to the effect that such
amendment or waiver does not materially impair the interests of Holders of the Bonds and would
not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or
waiver had been effective on the date hereof but taking into account any subsequent change in or
official interpretation of the Rule; provided neither the Issuer or the Disclosure Dissemination
Agent shall be obligated to agree to any amendment modiffing their respective duties or
obligations without their consent thereto.
Notwithstanding the preceding paragraph, the Disclosure Dissemination Agent shall have
the right to adopt amendments to this Disclosure Agreement necessary to comply with
modifications to and interpretations of the provisions of the Rule as announced by the Securities
and Exchange Commission from time to time by giving not less than 20 days written notice of
the intent to do so together with a copy of the proposed amendment to the Issuer. No such
amendment shall become effective if the Issuer shall, within 10 days following the giving of such
notice, send a notice to the Disclosure Dissemination Agent in writing that it objects to such
amendment.
SECTION 13. Sources of Payments: No Personal Liability. Notwithstanding anything to
the contrary contained in this Disclosure Agreement, the Issuer shall be required to use only
Revenues to pay any costs and expenses to be incurred in the performance of this Disclosure
Agreement by it, and the performance of its obligations hereunder shall be subject to the availability
of Revenues for that pulpose; 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 eovenant, stipulation, obligation or agreonent of the Issuer
contained in this Disclosure Agreernent shall be deemed to be a covenant, stipulation, obligation or
agreement of any present or future officer, agent or employee of the Issuer in other than that
person's official capacity.
SECTION 14. Beneficiaries. This Disclosure Agreement shall inure solely to the
benefit of the Issuer, the Disclosure Dissemination Agent, the Underwriters, and the Holders
from time to time of the Bonds, and shall create no rights in any other person or entity.
SECTION 15. Governing Law. This Disclosure Agreement shall be governed by the
laws of the State of Florida.
SECTION 16. Counterparts. This Disclosure Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
9
344305450t2tAMERtCAS
908
The Disclosure Dissemination Agent
Agreement to be executed, on the date first
authorized.
and the Issuer have
written above, by their
caused this Disclosure
respective officers duly
DIGITAL AS SURANCE CERTIFICATION,
L.L.C' as Disclosure Dissemination Agent
By:
Name:
Title:
CITY OF MIAMI BEACH, FLORIDA,
as Issuer
By:
John Woodruff
Interim Chief Financial Officer
APPRO\GDAS TO
FOHM & LANGUAGE
& FOR EGCUTION
Maba,lv
-Effi'y
aAf Dato
344305450/2/AMERICAS
10
909
a
EXHIBIT A
NAME AND CUSIP NUMBERS OF BONDS
Name of Issuer: City of Miami Beach, Florida
Obligated Person: City of Miami Beach, Florida
Name of Bond Issue: Parking Revenue Bonds, Series 2015
Date of Issuance:
Date of Official Statement:
CUSIP Numbers:
20t5
20t5
A-1
344305450/2/AMERtCAS
910
EXHIBIT B
NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT
Issuer: City of Miami Beach, Florida
Obligated Person: City of Miami Beach, Florida
Name of Bond Issue: Parking Revenue Bonds, Series 2015
Date of Issuance:,2015
NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with
respect to the above-named Bonds as required by the Disclosure Dissemination Agent
Agreement, dated as of , 2075, between the Issuer and Digital Assurance
Certification, L.L.C., as Disclosure Dissemination Agent. The Issuer has notified the Disclosure
Dissemination Agent that it anticipates that the Annual Report will be filed by
Dated:
Digital Assurance Certification, L.L.C., as
Disclosure Dissemination Agent, on behalf
of the Issuer
cc: City of Miami Beach, Florida
B-1
344305450t2tAMERtCAS
911
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