2011 2

- 7783

RESOLUTION NO.

A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI

ISSUANCE

THE

BEACH, FLORIDA, AUTHORIZING

NOT

OF

TO

EXCEED $000
67,
000, IN AGGREGATE PRINCIPAL AMOUNT OF CITY
OF MIAMI BEACH, FLORIDA GENERAL OBLIGATION REFUNDING

BONDS, SERIES 2011, FOR THE PURPOSE OF REFUNDING ALL OR A

PORTION

THE

OF

OUTSTANDING

CITY'S

2000

SERIES

GENERAL

OBLIGATION BONDS AND OR

/
ALL OR A PORTION OF THE CITY'S
GENERAL

OUTSTANDING

OBLIGATION

BONDS,

SERIES

2003;

PROVIDING THAT SUCH GENERAL OBLIGATION REFUNDING BONDS

SHALL CONSTITUTE GENERAL OBLIGATIONS OF THE CITY AND

THAT THE FULL FAITH, CREDIT AND TAXING POWER OF THE CITY
SHALL BE IRREVOCABLY PLEDGED FOR THE PAYMENT OF THE

PRINCIPAL OF AND THE INTEREST ON SUCH GENERAL OBLIGATION

AND
CERTAIN
COVENANTS
BONDS; MAKING
AGREEMENTS IN CONNECTION THEREWITH; PROVIDING CERTAIN
DETAILS OF THE BONDS; DELEGATING CERTAIN MATTERS IN
CONNECTION WITH THE ISSUANCE OF THE BONDS TO THE MAYOR;

REFUNDING

AUTHORIZING THE NEGOTIATED

OF

SALE

THE

BONDS

TO THE

UNDERWRITERS; APPROVING THE FORM OF AND AUTHORIZING

THE
AND
DELIVERY
A
BOND
PURCHASE
EXECUTION
OF

AGREEMENT;

AUTHORIZING

PREPAYMENT

AND

THE

REFUNDING, DEFEASANCE,
REDEMPTION, AS APPLICABLE, OF THE
REFUNDED BONDS; APPROVING THE FORM OF AND AUTHORIZING
THE

EXECUTION

AND

DELIVERY

OF

AN

ESCROW

DEPOSIT

AGREEMENT AND APPOINTING AN ESCROW AGENT; APPOINTING A

PAYING

AGENT

PRELIMINARY
EXECUTION

PROVIDE

AND

OFFICIAL

OF

AN

BOND

REGISTRAR; PROVIDING FOR A

STATEMENT

OFFICIAL

AND

AUTHORIZING

STATEMENT; COVENANTING

THE
TO

CONTINUING DISCLOSURE IN CONNECTION WITH THE

BONDS

IN ACCORDANCE WITH SECURITIES AND EXCHANGE

COMMISSION RULE 15c2 1
- 2 AND APPROVING THE FORM OF AND

AUTHORIZING THE EXECUTION AND DELIVERY OF A DISCLOSURE

DISSEMINATION AGENT AGREEMENT WITH RESPECT THERETO AND

APPOINTING A DISCLOSURE DISSEMINATION AGENT THEREUNDER;

APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION
DELIVERY
OF
GULF
BREEZE
LOAN
AMENDMENTS;

AND

AUTHORIZING A BOOK ENTRY

REGISTRATION SYSTEM FOR THE
AUTHORIZING
CERTAIN OFFICIALS AND EMPLOYEES OF
BONDS;

THE CITY TO TAKE ALL ACTIONS REQUIRED IN CONNECTION WITH

THE ISSUANCE OF SAID BONDS; AND PROVIDING AN EFFECTIVE
DATE.

WHEREAS, on September 17, 1999, the Mayor and City Commission (collectively, the

Commission ") of the

City

of Miami

(
Beach, Florida the
"
City
") adopted Resolution No. 99-

23299 calling for a special election on November 2, 1999 to submit to the electorate of the City a
MIAMI 4271069.
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2

bond referendum to decide whether the City should be authorized to issue not exceeding
9,
000
720,in principal amount of general obligation bonds (the "Fire Safety General Obligation
Bonds ") to renovate, expand and improve fire stations and related facilities located in the City
and acquire and equip fire trucks; and

WHEREAS, on September 17, 1999, the Commission also adopted Resolution No. 9923300 calling for a special election on November 2, 1999 to submit to the electorate of the City a
bond referendum to decide whether the City should be authorized to issue not exceeding
24,
000
830, in principal amount of general obligation bonds t(he Parks
"
and Beaches General
Bonds
")
Obligation
to improve recreational facilities and equipment, access, security and related
maintenance facilities for parks and beaches located in the City; and

WHEREAS, on September 17, 1999, the Commission further adopted Resolution No. 99-

23301 calling for a special election on November 2, 1999 to submit to the electorate of the City a
bond referendum to decide wither the City should be authorized to issue not exceeding
57,
000
915, in principal amount of general obligation bonds (the "Neighborhood General

Obligation Bonds" and, together with the Fire Safety General Obligation Bonds and the Parks
and

Beaches

General

Obligation Bonds,

the " General

Obligation

Bonds ")

to

improve

neighborhood infrastructure in the City, consisting of streetscapes and traffic calming measures,
shoreline stabilization and related maintenance facilities; and

WHEREAS, at such special elections on November 2, 1999, the issuance of the General

Obligation Bonds was approved by the electorate of the City in accordance with the applicable
laws of the State of Florida; and

WHEREAS, on July 3, 2000, the City issued $000

30,
000,in aggregate principal amount
of the General Obligation Bonds consisting of (i)
9,
000
030,
$in principal amount of the Fire
Safety General Obligation Bonds, ii)
( 230,$
000 in principal amount of the Parks and Beaches

General Obligation Bonds, and (iii)000

11,
$740, in principal amount of the Neighborhood

General

Obligation Bonds, currently outstanding in the aggregate principal amount of

the "Series 2000 General Obligation Bonds "),
000
18,
710, collectively,
(
by borrowing funds
from the loan pool program established
"
by the City of Gulf Breeze, Florida (Gulf
Breeze ")

pursuant to two loans made by Gulf Breeze to the City thereunder (each, a "Gulf Breeze Loan"
and

collectively, the

" ulf Breeze Loans "),

G

as more particularly described in the related Loan

Agreements and Governmental Unit Notes; and

WHEREAS, on July 22, 2003, the City issued $000

62,465,in aggregate principal amount

of the General Obligation Bonds consisting of i

()
690,0$
00 in principal amount of the Fire Safety
General Obligation Bonds, ii)
( 000
15,
$
600, in principal amount of the Parks and Beaches

General Obligation Bonds, and (iii)000

46,
$175, in principal amount of the Neighborhood
General
Obligation Bonds, designated "City of Miami Beach, Florida General Obligation Bonds,
Series

2003," currently outstanding in the aggregate principal

collectively, the "Series 2003 General Obligation Bonds "); and

amount

of $
49,
000
570,

WHEREAS, the Commission has determined that as a result of the current low interest

rate environment, it is financially beneficial to authorize refunding all or a portion of the Series

2000 General Obligation Bonds and or

/ all or a portion of the Series 2003 General Obligation
MIAMI 4271069.
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2

Bonds, as shall be determined by the Mayor in accordance with the provisions contained herein;
and

WHEREAS, the Commission has determined that it is desirable, subject to the provisions
of this Resolution, to authorize the issuance by the City of its General Obligation Refunding
Bonds, Series 2011, in an aggregate principal amount not to exceed $000
67,
000,the
( "Bonds "),
for the purpose of refunding all or a portion of the Series 2000 General Obligation Bonds and or
/
all or a portion of the Series 2003 General Obligation Bonds; and
WHEREAS, the Commission has further determined that it is in the best interest of the

City to delegate as provided herein the determination of various terms of the Bonds, the final
award of the Bonds, including the execution of a Bond Purchase Agreement, the determination

of which Series 2000 General Obligation Bonds and or

/ Series 2003 General Obligation Bonds
will be refunded and other actions in connection with the issuance of the Bonds and the

refunding of such Series 2000 General Obligation Bonds and/or Series 2003 General Obligation
Bonds, whether to obtain bond insurance with respect to the Bonds and all other actions
necessary or desirable in connection with the issuance of the Bonds, subject to the limitations
contained herein; and
WHEREAS, for

reasons

fully

more

set

forth

herein, the Commission finds and

determines it to be in the best interest of the City to authorize the sale of the Bonds on the basis
of a negotiated sale rather than a public sale by competitive bid.
NOW, THEREFORE, BE

IT

RESOLVED

BY

THE

MAYOR

AND

CITY

COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA:

SECTION 1. DEFINITIONS.

In addition

to

the terms elsewhere

defined in this

Resolution, unless the context otherwise requires, the following terms as used in this Resolution
shall have the following meanings:
Act" means the Constitution and laws of the State of

Florida, including without

limitation, Article VII,Section 12 of the Constitution, Chapter 166, Florida Statutes, as amended,

and Sections 132.33 -

Charter, as amended.

132.47, Florida Statutes, as amended, and the City of Miami Beach

Authorized Depository" means any bank, trust company, national banking association,
savings and loan association, savings bank or other banking association selected by the City as a
depository, which is authorized under Florida law to be a depository of municipal funds and

which has complied with all applicable state and federal requirements concerning the receipt of
City funds.

Bond"

or

"Bonds" mean

the

City of

Miami

Beach, Florida General Obligation

Refunding Bonds, Series 2011, issued hereunder in an aggregate principal amount not to exceed

67,
000.
000,

Bondholder ", "

holder" or "registered owner" means the person in whose name any

Bond is registered on the registration book maintained by the Bond Registrar.

MIAMI/4271069.
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Bond Purchase Agreement" means the Bond Purchase Agreement to be entered into
between the City and the Underwriters providing for the terms of the sale of the Bonds to the
Underwriters.

Bond Registrar"means U.S. Bank National Association, and any other agent designated
from time to time by the City, by resolution, to maintain the registration books for the Bonds
issued hereunder or to perform other duties with respect to registering the transfer of the Bonds.
Chief Financial Officer" means the Chief Financial Officer of the City or his or her
designee or the officer succeeding to his or her principal functions.
City"means the City of Miami Beach, Florida.

City Attorney"means the City Attorney of the City or his or her designee.

City Clerk"means the City Clerk or his or her designee or the officer succeeding to his
or her principal functions.

City Manager"means the City Manager or his or her designee or the officer succeeding
to his or her principal functions.

Code" means the Internal Revenue Code of 1986, as amended, and all temporary,
proposed or permanent implementing regulations promulgated or applicable thereunder.
Commission"means the Mayor and City Commission of the City.
Continuing

Disclosure

Agreement"

means

the

Disclosure

Dissemination

Agent

Agreement to be entered into between the City and the Disclosure Dissemination Agent in
connection with the Bonds.

Disclosure Dissemination Agent"means Digital Assurance Certification, C.

L.
L.
DTC"means The Depository Trust Company, New York, New York, its successors and
assigns.
Escrow Agent"means U.S. Bank National Association.

Escrow Deposit Agreement" means the Escrow Deposit Agreement to be entered into

between the City and the Escrow Agent, pursuant to which a portion of the proceeds of the
Bonds, together with investment earnings thereon and any other moneys, will be held by the
Escrow Agent in irrevocable escrow for the payment of the principal of and interest on the Series
2003 General Obligation Bonds constituting Refunded Bonds.

Financial Advisor"means RBC Capital Markets, LLC, the financial advisor to the City

in connection with the issuance of the Bonds.

Fiscal Year"means the period commencing on October 1 of each year and ending on the

succeedingg September
p
30

or

such other consecutive

designated as the fiscal year of the City.

MIAMI 4271069.
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2

12 month
period as may hereafter be

Government Obligations"means:
a)
direct obligations of, or obligations guaranteed as to timely payment by,
the United States of America;

b) Any bonds or other obligations of any state of the United States of

America or of any agency, instrumentality or local governmental unit of any such state
i which are not c
o to maturit
callable P
i)
maturity or as to which irrevocable instructions have
prior
been given to the trustee of such bonds or other obligations by the obligor to give due
notice of redemption and to call such bonds for redemption on the date or dates specified
in such instructions, ii)
( which are secured as to principal and interest and redemption
premium, if any, by a fund consisting only of cash or obligations of the character
described in clause a
( )hereof which fund may be applied only to the payment of such
principal of and interest and redemption premium, if any, on such bonds or other
obligations on the maturity date or dates thereof or the redemption date or dates specified
in the

irrevocable

instructions

referred to in subclause (i)

of this clause (b),
as

appropriate, and i( ii)as to which the principal of and interest on the obligations of the
character described in clause (a)hereof which have been deposited in such fund along
with any cash on deposit in such fund are sufficient to pay principal of and interest and
redemption premium, if any, on the bonds or other obligations described in this clause (b)
on the maturity date or dates thereof or on the redemption date or dates specified in the

irrevocable instructions referred to in subclause (i)

of this clause (b),
as appropriate;
c)

Evidences of indebtedness issued

by the Federal Home Loan Banks,

Federal Home Loan Mortgage Corporation (including participation certificates),Federal

Financing Banks, or any other agency or instrumentality of the United States of America
created

by

an

act

of

Congress provided that the obligations

of such agency

or

instrumentality are unconditionally guaranteed as to timely payment by the United States

of America or any other agency or instrumentality of the United States of America or of
any corporation wholly owned
by the United States of America; and
d)

Evidences of ownership of proportionate interests in future interest and

principal payments on obligations described in a

( )held by a bank or trust company as
custodian.

Gulf Breeze Loan Amendments" means, collectively, i)

( the First Supplemental Loan
Agreement to be entered into among Gulf Breeze, U.S. Bank National Association, as Trustee,

and the City, relating to the $000

15,
910, in original aggregate principal amount Gulf Breeze
Loan, and (ii)the First Supplemental Loan Agreement to be entered into among Gulf Breeze,
U.S. Bank National Association, as Trustee, and the City, relating to the $000
14,
090,in original

aggregate principal amount Gulf Breeze Loan.

Mayor"means the Mayor of the City or the officer succeeding to his or her principal

functions.

Mayor's Certificate"means the Certificate to be executed by the Mayor prior to or at the

time of the execution of the Bond Purchase Agreement, which certificate shall provide certain
details of the Bonds and the refunding of the Refunded Bonds as required under this Resolution.
MIAMI/4271069.
2

Official Statement" means that certain Official Statement with respect to the issuance of
the Bonds, as such Official Statement shall be approved by the Mayor and the City Manager in
accordance with the provisions of this Resolution.

Outstanding"or "Bonds outstanding"means all Bonds which have been issued pursuant
to this Resolution except:
a)

Bonds cancelled after purchase in the open market or because of payment

at or redemption prior to maturity;
b)

Bonds for the payment or redemption of which cash funds or Government

Obligations or any combination thereof shall have been theretofore irrevocably set aside
in a special account with the Paying Agent or other Authorized Depository, whether upon
or prior to the maturity or redemption date of any such Bond, in an amount which,
together with earnings on such Government Obligations, will be sufficient to pay the

principal of and interest and redemption premium, if any, on such Bonds at maturity or
upon their earlier redemption; provided that, if such Bonds are to be redeemed before the

maturity thereof, notice of such redemption shall have been given according to the
requirements of this Resolution or irrevocable instructions directing the timely giving of
such notice and directing the payment of the principal of and interest on all Bonds at such
redemption dates shall have been given to the Paying Agent;
c)

Bonds which are deemed paid pursuant to Section 5.G hereof; and
Bonds in

exchange for or in lieu of

authenticated and delivered pursuant to this Resolution.
d)

which other Bonds have been

Paying Agent"means U.S. Bank National Association, and any other agent which is an
Authorized Depository, designated from time to time by the City, by resolution, to serve as a

Paying Agent for the Bonds issued hereunder that shall have agreed to arrange for the timely
payment of the principal of, interest on and redemption premium, if any, with respect to the
Bonds to the registered owners thereof, from funds made available therefor by the City.
Preliminary Official Statement" means the Preliminary Official Statement with respect

to the issuance of the Bonds.

Refunded Bonds" means the portion of the Series 2000 General Obligation Bonds

andor
/
the Series 2003 General

Obligation

Bonds to be refunded in accordance with the

provisions of this Resolution.

Resolution" means this resolution authorizing the issuance of the Bonds, as amended
from time to time to the extent permitted hereby.
Underwriters"means

Morgan Keegan & Company, Inc.,Estrada, Hinojosa & Company,

Inc. and First Southwest Company.

Words in this Resolution importing singular numbers shall include the plural number in
each case and vice versa, and words importing persons shall include firms, corporations or other

MIAMI 4271069.
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including governments or governmental bodies. Words of the masculine gender shall be

deemed and construed to include correlative words of the feminine and neuter genders.
entities

SECTION 2. FINDINGS

AND

DETERMINATIONS.

It

is

hereby ascertained,

determined and declared that:

A.

The recitals to this Resolution are hereby incorporated herein as findings and

determinations.
B.

The City is authorized under the Act to issue general obligation refunding bonds
to provide for the payment of the principal of and interest on the Refunded Bonds.
C.

The principal amount of the Bonds shall not exceed an amount sufficient to pay
the sum of the principal amount of the Refunded Bonds, the aggregate amount of unmatured
interest payable on the Refunded Bonds to and including the date that they mature, are prepaid or
are called for redemption, as applicable, and the costs of issuance of the Bonds, all in accordance
with Section 132.35,Florida Statutes.
D.

The sum of the present value of the total payments of principal and interest to
become due on the Bonds (excluding all such principal and interest payments, if any, as will be
made with moneys held by the Escrow Agent under the Escrow Deposit Agreement) and the
present value of costs of issuance of the Bonds, if any, not paid with proceeds of the Bonds, will
be less than the present value of the principal and interest payments to become due at their stated
maturities, or earlier mandatory redemption dates, on the Refunded Bonds.
E.

The Bonds shall be issued at a lower net average interest cost rate than the net

average interest cost rate of the Refunded Bonds, and the rate of interest borne by the Bonds
shall not exceed the maximum interest rate established pursuant to the terms of Section 215.84,

Florida Statutes. It is estimated that the present value of the total debt service savings anticipated
to accrue to the City from the issuance of the Bonds and the refunding of the Refunded Bonds,

calculated in accordance with Section 2),

132.35(Florida Statutes, shall be at least three percent
3.
00 %).
F.

The Bonds shall in no event mature later than September 1, 2033, which is not

later than forty (40)years after the date of issuance of either the Series 2000 General Obligation
Bonds or the Series 2003 General Obligation Bonds.
G.

The first installment of principal of the Bonds shall mature, or be subject to

mandatory redemption, not later than the date of the first stated maturity of the Refunded Bonds
next following the date of issuance of the Bonds.
H.

The Bonds shall not be issued until such time as the Chief Financial Officer shall

have filed a certificate with the Commission setting forth the present value of the total debt
service savings which will result from the issuance of the Bonds to refund the Refunded Bonds,

computed in accordance with the terms of Section 132.35, Florida Statutes, and demonstrating
mathematically that the Bonds are issued at a lower net average interest cost rate than the net
average interest cost rate borne by the Refunded Bonds.

MIAMI/4271069.
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Neither the execution and delivery of an escrow deposit agreement nor the
appointment of an escrow agent is required in connection with the refunding of the Series 2000
General Obligation Bonds constituting Refunded Bonds since the Gulf Breeze Loans will be
prepaid on the date of issuance of the Bonds.
I.

J.

The execution and

or of the Ma
or's Certificate and the
Mayor's
delivery by the Ma
Mayor

Escrow Deposit Agreement shall be conclusive evidence of the City's approval of all matters
delegated to the Mayor under this Resolution.
K.

Due

to

current

favorable

market

conditions, the uncertainty inherent in

competitive bidding process and the recommendations of the Financial Advisor, the sale of the
Bonds on the basis of negotiated sale rather than a sale by competitive bid is found to be in the
best interest of the City and is hereby authorized.
SECTION 3. CONTRACT.

In consideration of the acceptance of the Bonds authorized

to be issued hereunder by those who shall hold the same from time to time, this Resolution shall

be deemed to be and shall constitute a contract between the City, the Bondholders, the Paying
Agent and the Bond Registrar. The covenants and agreements herein set forth to be performed
by the City shall be for the equal benefit, protection and security of the Bondholders, and all
Bonds shall be of equal rank and without preference, priority or distinction over any other
thereof, except as expressly provided herein.
SECTION 4. AUTHORIZATION OF THE BONDS; SALE AND AWARD OF THE
BONDS.

A.

Subject and pursuant to the provisions hereof, general obligation refunding bonds
of the City to be known as "City of Miami Beach, Florida, General Obligation Refunding Bonds,
Series 2011"are hereby authorized to be issued in an aggregate principal amount not to exceed
Sixty Seven Million Dollars ($
67,
000)
000,for the purpose of refunding the Refunded Bonds and
paying

the costs of issuance of the Bonds.

The Mayor, upon the recommendations of the Chief

Financial Officer and the Financial Advisor, shall determine the aggregate principal amount of
the Bonds to be issued and may determine to issue the Bonds at one time or as needed, such
determinations

to

be evidenced in the

Mayor's Certificate. The Bonds shall not be issued unless

the issuance thereof and the refunding of the Refunded Bonds results in a total present value debt
service savings on the Refunded Bonds of at least three percent (30.0 %).
B.

Upon compliance by the Underwriters with the requirements of Florida Statutes,

Section 218.385, the Mayor is hereby authorized, after consultation with the Chief Financial

Officer and the Financial Advisor, to award the Bonds to the Underwriters and the Mayor to
execute and deliver the Bond Purchase Agreement, in substantially the form presented at the
meeting at which this Resolution was considered, subject to such changes, insertions and
omissions and such filling in
- of blanks therein as may be necessary to evidence the terms of the
Bonds and such additional changes as may be approved by the Mayor, after consultation with the

Chief Financial Officer and the City

Attorney.
include original issue discount) for the Bonds

The underwriting discount (which does not

shall be determined

by

the

Mayor, after

consultation with the Chief Financial Officer and the Financial Advisor, but shall not be more
than 1%
of the

principal

amount of the Bonds.

The execution and delivery of the Bond Purchase

Agreement by the Mayor, for and on behalf of the City, shall be conclusive evidence of the
MIAMI 4271069.
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approval of such officer and the City of any such changes, insertions, omissions or filling in
- of
blanks.

SECTION 5. TERMS, REDEMPTION AND FORM OF BONDS.

The Bonds shall be issued as fully registered bonds in the denomination of 5

$ ,
000

A.

integral multiple thereof and shall be numbered consecutively from 1 upward

preceded by the letter "R ".The principal of and redemption premium, if any, on the Bonds shall
each

or

any

be payable upon presentation and surrender at the designated corporate trust office of the Paying
Agent. Interest on the Bonds shall be paid by check or draft drawn upon the Paying Agent and
mailed to the registered owners of the Bonds at the addresses as they appear on the registration
books maintained by the Bond Registrar at the close of business on the 15th day (whether or not

a business day) of the month next preceding the interest payment date (the R
" ecord Date "),
irrespective of any transfer or exchange of such Bonds subsequent to such Record Date and prior
to such interest payment date, unless the City shall be in default in payment of interest due on
such interest payment date; provided, however, that (i)
if ownership of Bonds is maintained in a
book entry
only system by a securities depository, such payment may be made by automatic
funds transfer w
( ire)to such securities depository or its nominee or i
( i)if such Bonds are not

maintained in a book entry

only system by a securities depository, upon written request of the
holder of $
10
000
,00, or more in principal amount of Bonds, such payments may be made by
wire transfer to the bank and bank account specified in writing by such holder on or prior to the
Record Date s( uch bank being a bank within the continental United States),if such holder has
advanced to the Paying Agent the amount necessary to pay the cost of such wire transfer or
authorized the Paying Agent to deduct the cost of such wire transfer from the payment due such
holder.

In the event of any default in the payment of interest, such defaulted interest shall be

payable to the persons in whose names such Bonds are registered at the close of business on a

special record date for the payment of such defaulted interest as established by notice deposited
in the U.S.mails, postage prepaid, by the Paying Agent to the registered owners of the Bonds not
less than fifteen (15)days

preceding

such

special

record date. Such notice shall be mailed to the

persons in whose names the Bonds are registered at the close of business on the fifth (5th)day
whether or not a business day)preceding the date of mailing.
B.

Prior to the issuance of the Bonds the

Mayor

shall

execute

the

Mayor's

Certificate, after consultation with the Chief Financial Officer and the Financial Advisor, setting
forth certain terms of the Bonds including, but not limited to: the dated date of the Bonds,
interest payment dates, interest rates, maturities, but not later than September 1, 2033, sinking
fund installments, if any, and any redemption provisions.
C.

The Bonds shall be executed in the name of the City by the Mayor and the seal of

the City shall be imprinted, reproduced or lithographed on the Bonds and attested to by the City
Clerk. The

signatures

of the

Mayor

and the

City

Clerk

on

the Bonds may be

by facsimile. If any

officer whose signature appears on the Bonds ceases to hold office before the delivery of the
Bonds, his

or

her

signature

shall nevertheless be valid and sufficient for all

purposes.

In

addition, any Bond may bear the signature of, or may be signed by, such persons as at the actual
time of execution of such Bond shall be the proper officers to sign such Bond although at the
date of such Bond or the date of delivery thereof such persons may not have been such officers.

MIAMI/4271069.
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Only such of the Bonds as shall have endorsed thereon a certificate of authentication
substantially in the form hereinafter set forth in Section S.K. hereof, duly manually executed by
the Bond Registrar, shall be entitled to any right or benefit under this Resolution. No Bond shall
be valid or obligatory for any purpose unless and until such certificate of authentication shall
have been duly executed by the Bond Registrar, and such certificate of the Bond Registrar upon
any such Bond shall be conclusive evidence that such Bond has been duly authenticated and
delivered under this Resolution.

The Bond Registrar's certificate of authentication on any Bond

shall be deemed to have been duly executed if signed by an authorized officer of the Bond
Registrar, but it shall not be necessary that the same officer sign the certificate of authentication
on all of the Bonds that may be issued hereunder at any one time.
D.

Any Bond may be transferred upon the registration books maintained by the Bond
Registrar upon delivery thereof to the designated corporate trust office of the Bond Registrar
accompanied by a written instrument or instruments of transfer in form and with guaranty of
signature satisfactory to the Bond Registrar, duly executed by the Bondholder or his attorney infact or legal representative, containing written instructions as to the details of the transfer of such
Bond, along with the social security number or federal employer identification number of such
In all cases of a transfer of a Bond, the Bond Registrar shall at the earliest practical
time in accordance with the terms hereof enter the transfer of ownership in the registration books
and shall deliver in the name of the new transferee or transferees a new fully registered Bond or
Bonds of the same maturity and of authorized denomination or denominations, for the same
aggregate principal amount and payable from the same source of funds. Bonds may be
transferee.

exchanged at the office of the Bond Registrar for a like aggregate principal amount of Bonds, of
other authorized denominations of the same maturity. The City and the Bond Registrar may
charge the Bondholder for the registration of every transfer or exchange of a Bond an amount
sufficient to reimburse them for any tax, fee or any other governmental charge required o( ther
than by the City)to be paid with respect to the registration of such transfer or exchange, and may
require that such amounts be paid before any such new Bond shall be delivered.

The City, the Paying Agent and the Bond Registrar may deem and treat the registered
owner of any Bond as the absolute owner of such Bond for the purpose of receiving payment of
the principal thereof and the interest and redemption premium, if any, thereon.
E.

If any Bond is mutilated, destroyed, stolen or lost, the City or its agent may, in its
discretion i
( )
deliver a duplicate replacement Bond, or i( i)pay a Bond that has matured or is
about to mature.
A mutilated Bond shall be surrendered to and cancelled by the Bond Registrar.

The Bondholder must furnish the City and the Bond Registrar proof of ownership of any
destroyed,

stolen

or

lost Bond; post

satisfactory indemnity; comply

with any reasonable

conditions the City and the Bond Registrar may prescribe; and pay the City's and the Bond
Registrar's reasonable expenses.

Any such duplicate Bond shall constitute an original contractual obligation on the part of
the City whether or not the destroyed, stolen or lost Bond be at any time found by anyone, and
such duplicate Bond shall be entitled to equal and proportionate benefits and rights as to lien on,
and source of payment of and security for payment from,the funds pledged to the payment of the
Bond so mutilated, destroyed, or stolen or lost.

MIAMI/4271069.
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10

F.

in such

The Bonds shall be subject to redemption prior to their maturity at such times and

manner as

may be set forth in the

Mayor's Certificate. 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 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 for redemption of any Bond or portion thereof with respect to which no failure
or defect occurred.

Such notice shall set forth the date fixed for redemption, the rate of interest borne by each
Bond being redeemed, the name and address of the Paying Agent and the Bond Registrar, the
redemption price to be paid and, if less than all of the Bonds then outstanding shall be called for
redemption, the distinctive numbers and letters, including CUSIP numbers, if any, of such Bonds
to be redeemed and, in the case of Bonds to be redeemed in part only, the portion of the principal
amount thereof to be redeemed. If any Bond is to be redeemed in part only, the notice of
redemption which relates to such Bond shall also state that on or after the redemption date, upon
surrender of such Bond, a new Bond or Bonds in a principal amount equal to the unredeemed
portion of such Bond will be issued. If the optional redemption of any of the Bonds is
conditioned upon the receipt of sufficient moneys, the notice of redemption which relates to such
Bonds shall also state that the redemption is so conditioned.

Any notice mailed as provided in this section shall be conclusively presumed to have
been duly given, whether or not the owner of such Bond receives such notice.

The Bond Registrar shall not be required to transfer or exchange any Bond after the
mailing of a notice of redemption nor during the period of fifteen 1
( 5) days next preceding
mailing of a notice of redemption.
G.

Notice having been given in the manner and under the conditions provided in the
first three paragraphs of Section S.F. above, the Bonds or portions of Bonds so called for
redemption shall, on the redemption date designated in such notice, become and be due and
payable at the redemption price provided for redemption for such Bonds or portions of Bonds on

such date; provided, however, that Bonds or portions of Bonds called for optional redemption
and which redemption is conditioned upon the receipt of sufficient moneys, shall not become due
and payable on the redemption date if sufficient moneys to pay the redemption price of such
Bonds or portions of such Bonds have not been received by the Paying Agent on or prior to the
redemption date.

On the date

so designated for redemption, moneys for payment of the

redemption price being held in separate accounts by the Paying Agent or other Authorized
Depository in trust for the registered owners of the Bonds or portions thereof to be redeemed, all
as

provided

in this

Resolution, interest

on

the Bonds

or

portions

of Bonds

so

called for

redemption shall cease to accrue, such Bonds and portions of Bonds shall cease to be entitled to
any lien, benefit or security under this Resolution and shall be deemed paid hereunder, and the

registered owners of such Bonds or portions of Bonds shall have no right in respect thereof
except to receive payment of the redemption price thereof and, to the extent provided in the next
subsection, to receive Bonds for any unredeemed portions of the Bonds.

MIAMI/4271069 2

11

In case part but not all of an outstanding fully registered Bond shall be selected
for redemption, the registered owners thereof shall present and surrender such Bond to the
Paying Agent for payment of the principal amount thereof so called for redemption, and the City
shall execute and deliver to or upon the order of such registered owner, without charge therefor,
for the unredeemed balance of the principal amount of the Bonds so surrendered, a Bond or
H.

Bonds fully registered as to principal and interest.

I.

Bonds or portions of Bonds that have been duly called for redemption under the
provisions hereof, or as to which irrevocable instructions to call for redemption have been given
by the City, and with respect to which amounts (including Government Obligations) sufficient to
pay the principal of, redemption premium, if any, and interest to the date fixed for redemption
shall be delivered to and held in separate trust accounts by an escrow agent, any Authorized
Depository
P
rY or the Pain
g
g
Paying Agent
in trust for the registered
owners thereof, as pprovided in this
Resolution, shall not be deemed to be Outstanding under the provisions of this Resolution and
shall cease to be entitled to any lien, benefit or security under this Resolution, except to receive
the payment of the redemption price on or after the designated date of redemption from moneys
deposited with or held by the escrow agent, Authorized Depository or Paying Agent, as the case
may be, for such redemption of the Bonds and, to the extent provided in the preceding
subsection, to receive Bonds for any unredeemed portion of the Bonds.
J.

If the date for payment of the principal of, redemption premium, if any, or interest
on the Bonds shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in
the city where the corporate trust office of the Paying Agent is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which
is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are
authorized to close, and payment on such day shall have the same force and effect as if made on
the nominal date of payment.
K.

The text of the Bonds, the authentication certificate to be endorsed thereon and

the form of assignment for such Bonds shall be substantially in the following form, with such
omissions, insertions and variations as may be necessary or desirable and authorized by this
Resolution or as may be approved and made by the officers of the City executing the same, such
execution to be conclusive evidence of such

approval, including, without limitation, such

changes as may be required for the issuance of uncertificated public obligations:

MIAMI 4271069.
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12

Form of Bond]
No. R-

UNITED STATES OF AMERICA

STATE OF FLORIDA

CITY OF MIAMI BEACH, FLORIDA

GENERAL OBLIGATION REFUNDING BOND, SERIES 2011
Interest Rate:

Maturity

Date:

Original

Dated Date:

CUSIP NO:

2011

1,
REGISTERED OWNER:
PRINCIPAL AMOUNT:

The

DOLLARS

of Miami Beach,
Florida
c
o da

cal 1 ed the "City"),

Y )> for value received,
hereby promises to pay to the Registered Owner identified above, or to registered assigns or legal
representatives, to the extent and from the sources provided therefor, as described herein, on the
Maturity Date identified above (or earlier as hereinafter provided), the Principal Amount
identified above, upon presentation and surrender hereof at the designated corporate trust office
of U.S. Bank National Association, in Miami, Florida, as the Paying Agent for the Bonds, or any
successor Paying Agent appointed by the City pursuant to the Resolution hereinafter referred to,
and to pay, to the extent and from the sources herein described, interest on the principal sum
City

from the date hereof, or from the most recent interest payment date to which interest has been
paid, at the Interest Rate per annum identified above, until payment of the Principal Amount, or
until provision for the payment thereof has been duly provided for, such interest being payable
semiannually
commencing

on

the first

on

day

of

and the first

1,

day of
of each year,
Interest will be paid by check or draft mailed to the

Registered Owner hereof at his address as it appears on the registration books of the City
maintained by U.S. Bank National Association, as the Bond Registrar for the Bonds, at the close
of business on the fifteenth (15th) day (whether or not a business day) of the month next
preceding the interest payment date (the "Record Date "), irrespective of any transfer or exchange

of such Bond subsequent to each Record Date and prior to such interest payment date, unless the
City

shall be in default in payment of interest due

on

such interest payment date. In the event of

any such default, such defaulted interest shall be payable to the person in whose name such Bond
is registered at the close of business on a special record date for the payment of such defaulted
interest as established by notice by deposit in the U.S. mails, postage prepaid, by the Bond
Registrar to the Registered Owners of Bonds not less than fifteen 1
( 5) days preceding such
special record date. Such notice shall be mailed to the persons in whose names the Bonds are
registered at the close of business on the fifth (5th)day (whether or not a business day)preceding
the date of mailing.

This Bond is one of an authorized issue of bonds in the aggregate principal amount of
") of like date, tenor and effect, except as to number, maturity and
the Bonds
"
interest rate, issued to provide for the

MIAMI/
2
4271069.

refunding

13

of [$

principal amount of Series

principal amount of Series 2003 General

Obligation Bonds (as such terms are defined in the Resolution)],
pursuant to the authority of and
in full compliance with the Constitution and laws of the State of Florida, including particularly
Article VII, Section 12 of the Constitution, Chapter 166, Florida Statutes, as amended, Sections
132.33 132.47, Florida Statutes, as amended, and the Charter of the City, as amended, and

2000 General

Bonds and $

Obligation

Resolution No.

duly adopted by

the

City Commission

of the

City

2011

on

"), and

other applicable provisions of law. This Bond is subject to all the terms
and conditions of the Resolution, and capitalized terms not otherwise defined herein shall have
the same meanings ascribed to them in the Resolution.
the "Resolution

The full faith, credit and taxing power of the City are irrevocably pledged to the punctual
payment of the principal of and interest on the Bonds, as the same shall become due and payable.
Reference is made to the Resolution for the provisions, among others, relating to the terms, lien
and security for the Bonds, the custody and application of the proceeds of the Bonds, the rights
and remedies of the holders of the Bonds, and the extent of and limitations on the City's rights,
duties and obligations, to all of which provisions the registered owner hereof assents by
acceptance hereof.
The Bonds

1, 20
maturingg
are subject
to mandatoryY redemption
prior to
J
p
P
maturity, in part and selected by lot, at a redemption price of 100%
of the principal amount
thereof on
and on each
1 thereafter in the following
1,
principal amounts:
Date

Principal Amount

Maturity.
The Bonds

redemption prior

to

maturing
their

on

or

maturity, at

after
the

20

option

of the

City, on

shall
or

after

be

further

subject

to

20,

as a whole or in part at any time, and if in part as selected by the City among maturities and by
lot within a maturity, at a redemption price of 100%
of the principal amount thereof plus accrued
interest from the most recent interest payment date to the redemption date.
Notice of call for redemption is to be given by mailing a copy of the redemption notice
by U.S. mail at least thirty 3
( 0)but not more than sixty 6
( 0)days prior to the date fixed for
redemption to the registered owner of each Bond to be redeemed at the address shown on the

registration books maintained by the Bond Registrar, or any successor Bond Registrar appointed
by

the

City, as

more

specifically provided

in the Resolution.

Failure to give such notice by

mailing to any Bondholder, or any defect therein, shall not affect the validity of the proceedings
for the redemption of any Bond or portion thereof with respect to which no such failure or defect
has occurred.

All such Bonds called for redemption and for the retirement of which funds are

duly provided will cease to bear interest on such redemption date.

MIAM1/4271069.
2

14

This Bond may be transferred upon the registration books of the City upon delivery
thereof to the designated corporate trust office of the Bond Registrar accompanied by a written
instrument or instruments of transfer in form and with guaranty of signature satisfactory to the
Bond Registrar, duly executed by the registered owner of this Bond or by his attorney in
- fact
- or
legal representative, containing written instructions as to the details of transfer of this Bond,
security number or federal employer identification number of such
In all cases of a transfer of a Bond, the Bond Registrar shall at the earliest practical
time in accordance with the provisions of the Resolution enter the transfer of ownership in the
along

with the social

transferee.

registration books and shall deliver in the name of the new transferee or transferees a new fully
registered

Bond

or

Bonds

of the

same

maturity

and

of

authorized

denomination

or

denominations, for the same aggregate principal amount and payable from the same source of
funds. Bonds may be exchanged at the office of the Bond Registrar for a like aggregate principal
amount of Bonds, of authorized denominations of the same series and maturity. The City and the

Bond Registrar may charge the owner of such Bond for the registration of every transfer or
exchange of a Bond an amount sufficient to reimburse them for any tax, fee or any other
governmental charge required (other than by the City)to be paid with respect to the registration
of such transfer or exchange, and may require that such amounts be paid before any such new
Bond shall be delivered.

If the date for payment of the principal of, redemption premium, if any, or interest on this
Bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the
city where the corporate trust office of the Paying Agent is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which
is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are
authorized to close, and payment on such day shall have the same force and effect as if made on
the nominal date of payment.
It is hereby certified and recited that this Bond is authorized by and is issued in
conformity with the requirements of the Constitution and statutes of the State of Florida; that all
acts, conditions and things required to exist, to happen, and to be performed precedent to the

issuance of this Bond exist, have happened and have been performed in regular and due form and
time as required by the laws and Constitution of the State of Florida applicable hereto; that the
issuance of the Bonds of this issue does not violate any constitutional or statutory limitation or
provision; that due provision has been made for the levy and collection of an annual tax, without

limitation as to rate or amount, in addition to all other taxes, upon all taxable property within the
corporate limits of the City (excluding exemptions as provided by applicable law),sufficient to
pay the principal of and interest on the Bonds as the same shall become due and payable, which
tax shall be assessed, levied and collected at the same time and in the same manner as other taxes

are assessed, levied and collected within the corporate limits of the City; and that the full faith,
credit and taxing power of the City are pledged to the punctual payment of the principal of and
interest on the Bonds, as the same shall become due and payable.

This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Resolution until the Certificate of Authentication endorsed hereon

shall have been manually signed by the Bond Registrar.

MIAMI 4271069.
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15

IN WITNESS WHEREOF, the City of Miami Beach, Florida, has issued this Bond and
has caused the same to be signed by its Mayor and attested by its City Clerk, either manually or
with their facsimile signatures, and its seal to be affixed hereto or a facsimile of its seal to be
reproduced hereon.
CITY OF MIAMI BEACH, FLORIDA

SEAL)

By:
Mayor
ATTEST:

By:

City Clerk

MIAMI 4271069.
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16

CERTIFICATE OF AUTHENTICATION

This Bond is one of the Bonds designated in and executed under the provisions of the
within mentioned Resolution.

U.S.BANK NATIONAL ASSOCIATION,

As Bond Registrar

By:
Authorized Signatory
Date of Authentication:

MIAMI 4271069.
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2

17

ASSIGNMENT
FOR VALUE

transfers unto

RECEIVED, the undersigned (the "Transferor ") hereby sells, assigns and
the

Transferee ")

PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF TRANSFEREE

the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
as attorney to register the transfer of the within Bond on
P
g
g
the books kept for registration and registration of transfer thereof, with full Ppower of substitution
in the premises.
Date:

Signature Guaranteed:

NOTICE:

must be guaranteed
Signature(s)
by a member firm of the New York Stock
Exchange or a member firm of any other
recognized national securities exchange or a

commercial bank

or a

NOTICE:

No transfer will be registered and

no new Bond will be issued in the name of the

to this
Transferee, unless the signature(s)

assignment correspond(s)
with the name as it
appears upon the face of the within Bond in
every
particular, without alteration or

trust company.

enlargement or any change whatever and the

Social
Security or Federal Employer
Identification Number of the Transferee is

supplied.

End of Form of Bond]

MIAMI 4271069.
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18

SECTION 6. APPLICATION

OF

BOND

PROCEEDS.

The

proceeds, including

premium, if any, received from the sale of the Bonds shall be applied by the City, simultaneously
with delivery of the Bonds, as follows:
A.

An amount, which together with any other available moneys, is equal to the

principal of and accrued interest on the Series 2000 General Obligation Bonds constituting
Refunded Bonds, shall be paid to, or for the account of, Gulf Breeze and used to prepay the
outstanding principal of and interest on the Gulf Breeze Loans on the date of delivery of the
Bonds.
B.

An amount which, together with investment earnings thereon and any other

available moneys, is equal to the principal of and interest on the Series 2003 General Obligation
Bonds constituting Refunded Bonds when due, in accordance with the schedules to be attached
to the Escrow Deposit Agreement, shall be transferred to the Escrow Agent for deposit into the
Escrow Deposit Trust Fund established pursuant to the Escrow Deposit Agreement and shall be
used and applied pursuant to and in the manner described in the Escrow Deposit Agreement to
pay the principal of and interest on the Series 2003 General Obligation Bonds constituting
Refunded Bonds.

The remainder of the proceeds shall be deposited in a separate account designated

City of Miami Beach 2011 General Obligation Refunding Bonds Cost of Issuance Account"
which is hereby established with the City in an Authorized Depository and shall be disbursed for
C.

payment of expenses incurred in issuing the Bonds and refunding the Refunded Bonds. Any

balance remaining after payment or provision for payment of such expenses has been made shall
be transferred to the Paying Agent for deposit in the account designated "City of Miami Beach
2011 General Obligation Refunding Bonds Principal and Interest Account" the
( Principal
"
and
Interest Account ") and used solely to pay principal of and interest on the Bonds.
SECTION 7. INVESTMENT OF BOND PROCEEDS AND OTHER MONEYS.

All

proceeds of the Bonds applied to the refunding of the Series 2003 General Obligation Bonds
constituting Refunded Bonds and other moneys held by the Escrow Agent shall be invested as
provided by the Escrow Deposit Agreement. Proceeds of the Bonds held by the City pursuant to
the provisions of Section 6 above may be invested by the City in such investments as are
permitted by applicable law.
SECTION 8. LEVY OF AD VALOREM TAX; PAYMENT AND PLEDGE. In each

Fiscal Year while any of the Bonds are Outstanding there shall be assessed, levied and collected
a tax, without limitation as to rate or amount, in addition to all other taxes, on all taxable

property within the corporate limits of the City (excluding exemptions as provided by applicable
law),sufficient in amount to pay the principal of and interest on the Bonds as the same shall
become due.

The tax assessed, levied and collected for the security and payment of the Bonds shall be
assessed, levied and collected in the same manner and at the same time as other taxes are

assessed, levied and collected and the proceeds of said tax shall be applied solely to the payment
of the

principal

of and interest

on

the Bonds.

On or before each interest or principal payment

date for the Bonds, the City shall transfer to the Paying Agent for deposit in the Principal and
Interest Account an amount sufficient to pay the principal of, redemption premium, if any, and

MIAMI 4271069.
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2

19

interest on the Bonds then due and payable and the Paying Agent is hereby authorized and
directed to apply such funds to said payment.

The full faith, credit and taxing power of the City are hereby irrevocably pledged to the

punctual payment of the principal of and interest with respect to the Bonds as the same shall
become due and payable.
TAX

WITH

SECTION 9. COMPLIANCE

REQUIREMENTS.

The

City hereby

covenants and agrees, for the benefit of the holders from time to time of the Bonds, to comply
with the requirements applicable to it contained in the Code to the extent necessary to preserve
the exclusion of interest on the Bonds from gross income for federal income tax purposes.

Specifically, without intending to limit in any way the generality of the foregoing, the City
covenants and agrees:
A.

To pay to the United States of America, if required, from any legally available

funds, at the times required pursuant

Amount ") determined

to

Section

of the Code, any rebate

148(f)

amount ( Rebate
"

pursuant to Section 148(f)

of the Code;

To maintain and retain all records pertaining to and to be responsible for making
or causing to be made all determinations and calculations of the Rebate Amount and required
payments of the Rebate Amount as shall be necessary to comply with the Code;
B.

C.

To refrain from using proceeds from the Bonds in a manner that would cause the
Bonds or any of them, to be classified as private activity bonds under Section 141(a)of the Code;
and
D.

To refrain from taking any action that would cause the Bonds, or any of them, to
become arbitrage bonds under Section 148 of the Code.
The City understands that the foregoing covenants impose continuing obligations on the
City to comply with the requirements of the Code so long as such requirements are applicable.
SECTION 10. REFUNDING

OF

REFUNDED

BONDS;

ESCROW

DEPOSIT

AGREEMENT; APPOINTMENT OF ESCROW AGENT.

A.

The refunding and prepayment on the date of issuance of the Bonds of the Series
2000 General Obligation Bonds constituting Refunded Bonds is hereby authorized and approved.
The Mayor, after consultation with the Chief Financial Officer and the Financial Advisor, is
hereby authorized to determine the Series 2000 General Obligation which shall constitute
Refunded Bonds.
B.

General

The refunding, defeasance and, as applicable, redemption of the Series 2003

Obligation Bonds constituting Refunded Bonds is hereby authorized and approved. The

City hereby irrevocably determines to optionally redeem the Series 2003 General Obligation
Bonds constituting Refunded Bonds which are subject to optional redemption prior to maturity in
accordance with the provisions of Resolution No. 2003 2- 5240 adopted by the Commission on
June

11, 2003 and the Escrow Deposit Agreement. The Mayor, after consultation with the Chief

Financial Officer and the Financial Advisor, is hereby authorized to determine the Series 2003

MIAMI/4271069.
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20

General Obligation Bonds which shall constitute Refunded Bonds and the date of redemption of
such Refunded Bonds which are subject to optional redemption prior to maturity.

In order to provide for the defeasance, payment and, as applicable, redemption of the
Series 2003 General Obligation Bonds constituting Refunded Bonds, the Mayor and the City
Clerk are hereby authorized and directed, in the name and on behalf of the City, to execute and
deliver the Escrow Deposit Agreement, in substantially the form presented at the meeting at
which this Resolution was considered, subject to such changes, modifications, insertions and
approved by the Mayor, after
consultation with the Chief Financial Officer and the City Attorney. The investment of a portion
omissions and such

filling in
- of blanks therein

as

may be

of the proceeds of the Bonds and any other available moneys in order to provide for the
defeasance, payment and, as applicable, redemption of the Series 2003 General Obligation
Bonds constituting Refunded Bonds in accordance with the provisions of the Escrow Deposit
Agreement is hereby authorized and approved. The execution of the Escrow Deposit Agreement

by the Mayor and City Clerk, for and on behalf of the City, shall be conclusive evidence of the
City's approval of the Series 2003 General Obligation Bonds constituting Refunded Bonds, the
date of redemption of the Series 2003 General Obligation Bonds constituting Refunded Bonds
which are subject to optional redemption prior to maturity, the Escrow Deposit Agreement and
the investment of a portion of the proceeds of the Bonds and any other available moneys
thereunder.

U.S. Bank National Association is hereby appointed the Escrow Agent under the Escrow
Deposit Agreement.
SECTION 11. APPOINTMENT OF PAYING AGENT AND BOND REGISTRAR.
A.

U.S. Bank National Association, is hereby appointed the Paying Agent and Bond
Registrar for the Bonds. The Chief Financial Officer, after consultation with the City Attorney,
is hereby authorized to enter into any necessary agreements in connection with the appointment
of the Paying Agent and the Bond Registrar.
B.

The recitals of facts contained herein and in the Bonds shall be taken as the

statements of the City and neither the Paying Agent nor the Bond Registrar assumes any
responsibility for the correctness of the same. Neither the Paying Agent nor the Bond Registrar
makes any representation as to the validity or sufficiency of this Resolution or of any Bonds

issued thereunder or as to the security afforded by this Resolution, and neither shall incur any
liability in respect thereof. The Bond Registrar shall, however, be responsible for its
representation contained in its certificate of authentication of the Bonds. The Paying Agent shall
be entitled to rely upon the directions of the Chief Financial Officer in the investment of

proceeds of the Bonds and other moneys under this Resolution and neither the Paying Agent nor
the Bond Registrar shall be responsible with respect to the application of money paid by it in
accordance with the

provisions

of this Resolution.

Neither the Paying Agent nor the Bond

Registrar shall be under any obligation or duty to take any action constituting enforcement of the
covenants of the City under this Resolution, which would involve it in expense or liability, or to
institute or defend any suit in respect thereof, or to advance any of its own moneys, unless
properly indemnified. Neither the Paying Agent nor the Bond Registrar shall be liable in
connection with the

performance

of its

duties hereunder except for its

misconduct or default.

MIAMI/4271069 2

21

own

negligence,

The City shall agree to pay the Paying Agent and the Bond Registrar reasonable
compensation for all services rendered by each of them under this Resolution, and also all
reasonable expenses, charges, counsel fees and other disbursements, including those of its
attorneys, agents and employees, incurred in and about the performance of their powers and
C.

duties under this Resolution.

SECTION 12. PRELIMINARY OFFICIAL STATEMENT; OFFICIAL STATEMENT.

The use of the Preliminary Official Statement in connection with the issuance of the Bonds is
hereby authorized. The Preliminary Official Statement in substantially the form presented at the
meeting at which this Resolution was considered is hereby approved with such changes,
modifications, insertions and omissions and such filling in
- of blanks therein as may be approved
Officer and the City Attorney. The
Chief
Financial
with
the
consultation
the
after
Mayor,
by
Mayor and the City Manager are hereby authorized to approve and execute, on behalf of the
City, the Official Statement relating to the Bonds substantially in the form of the Preliminary
Official Statement, with such changes from the Preliminary Official Statement, as the Mayor and
the Chief Financial Officer, after consultation with the City Attorney, may approve, such
execution to be conclusive evidence of such approval. The Mayor or her designee, after
consultation with the Chief Financial Officer and the City Attorney, is hereby authorized to make
any necessary certifications regarding a near final or deemed final Preliminary Official Statement
if and to the extent required by Rule 15c2 12
- of the Securities and Exchange Commission (the
Rule ").
SECTION 13. CONTINUING DISCLOSURE.

For the benefit of the registered owners

and beneficial owners from time to time of the Bonds, the City agrees, in accordance with and as
the only obligated person with respect to the Bonds under the Rule, to provide or cause to be
provided certain financial information and operating data, financial statements and notices, in
such manner, as may be required for purposes of paragraph (b)(
5)of the Rule. In order to
describe and specify the terms of the City's continuing disclosure agreement, including
provisions for enforcement, amendment and termination, the Chief Financial Officer is hereby
authorized and directed to execute and deliver, in the name and on behalf of the City, the
Continuing Disclosure Agreement, in substantially the form presented at the meeting at which
this Resolution was considered, with such changes, modifications, insertions and omissions and
such filling in
- of blanks therein as may be approved by the Chief Financial Officer, after
consultation with the City Attorney. Digital Assurance Certification, C.,
L.
L.is hereby appointed
as the Disclosure Dissemination Agent under the Continuing Disclosure Agreement.
The
execution of the Continuing Disclosure Agreement by the Mayor, for and on behalf of the City,
shall be conclusive evidence of the City's approval of the Continuing Disclosure Agreement.
Notwithstanding any other provisions of this Resolution, any failure by the City to comply with
any provisions of the Continuing Disclosure Agreement or this Section 13 shall not constitute a
default under this Resolution and the remedies therefor shall be solely as provided in the
Continuing Disclosure Agreement.

The Chief Financial Officer is further authorized to establish procedures in order to

ensure compliance by the City with the Continuing Disclosure Agreement, including the timely
provision

of information and notices.

Prior to making any filing in accordance with such

agreement, the Chief Financial Officer may consult with the City Attorney. The Chief Financial

MIAMI/4271069.
2

22

Officer actin g

the

name

and

on

, shall
behalf of the Cit
City,

be entitled to rely upon any legal

advice provided by the City Attorney in determining whether a filing should be made.
SECTION 14. GULF

BREEZE

LOAN AMENDMENTS.

In

connection with the

refunding of the Series 2000 General Obligation Bonds to be refunded and the prepayment of the
Gulf Breeze Loans, the Mayor and the City Clerk are hereby authorized and directed, in the
name and on behalf of the City, to execute and deliver the Gulf Breeze Loan Amendments, in
substantially the forms presented at the meeting at which this Resolution was considered, subject
to such changes, modifications, insertions and omissions and such filling in
- of blanks therein as
may be approved by the Mayor, after consultation with the Chief Financial Officer and the City
Attorney. The execution of the Gulf Breeze Loan Amendments by the Mayor and the City

Clerk, for and on behalf of the City, shall be conclusive evidence of the City's approval of the
Gulf Breeze Loan Amendments.
SECTION 15. FURTHER

AUTHORIZATIONS.

The

Mayor, the Chief Financial

Officer, the City Attorney and the City Clerk, or any of them and such other officers and
employees of the City as may be designated by the Mayor are each designated as agents of the
City in connection with the issuance and delivery of the Bonds and the refunding of the
Refunded Bonds and are authorized and empowered, collectively or individually, to take all
actions and steps and to execute all instruments, documents and contracts on behalf of the City
that are necessary or desirable in connection with the execution and delivery of the Bonds and
refunding of the Refunded Bonds, and which are specifically authorized or are not
inconsistent with the terms and provisions of this Resolution or any action relating to the Bonds
heretofore taken by the City. Such officers and those so designated are hereby charged with the
responsibility for the issuance of the Bonds and the refunding of the Refunded Bonds.

the

SECTION 16. MODIFICATION OR AMENDMENT.

After the issuance of the Bonds,

no modification or amendment of this Resolution or of any resolution amendatory hereof or
supplemental hereto materially adverse to the Bondholders may be made without the consent in
writing of the registered owners of not less than a majority in aggregate principal amount of the

Outstanding Bonds, but no modification or amendment shall permit a change (a)in the maturity
of the Bonds or a reduction in the rate of interest thereon, b)
( in the amount of the principal
obligation of any Bond, c)
( that would affect the unconditional promise of the City to levy and
collect taxes as herein provided, or (d)that would reduce such percentage of registered owners of
the Bonds required above for such modifications or amendments, without the consent of all of
the Bondholders. For the purpose of Bondholders' voting rights or consents, the Bonds owned

by or held for the account of the City, directly or indirectly, shall not be counted.
SECTION 17. DEFEASANCE AND RELEASE.

If,

at

any time after the date of

issuance of the Bonds a

( )all Bonds secured hereby or any maturity thereof shall have become
due and payable in accordance with their terms or otherwise as provided in this Resolution, or
shall have been duly called for redemption, or the City shall have given irrevocable instructions
directing the payment of the principal of, redemption premium, if any, and interest on such
Bonds at maturity or at any earlier redemption date scheduled by the City, or any combination
thereof, b)
( the full amount of the principal, redemption premium, if any, and the interest so due
and payable upon all of such Bonds then Outstanding or any portion of such Bonds, at maturity
or upon redemption, shall be paid, or sufficient moneys or Government Obligations maturing not
later than the maturity or redemption dates of such principal, redemption premium, if any, and
MIAMI 4271069.
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2

23

interest, which, together with the income realized on such investments, shall be sufficient to pay

all such principal, redemption premium, if any, and interest on said Bonds at the maturity thereof
or the date upon which such Bonds are to be called for redemption prior to maturity, shall be
held by an escrow agent who shall be an Authorized Depository or the Paying Agent in
irrevocable trust for the benefit of such Bondholders w
( hether or not in any accounts created

hereby),and (c)provision shall also be made for paying all other sums payable hereunder by the
City, including compensation due the Paying Agent and the Bond Registrar, then and in that case
the right, title and interest of such Bondholders hereunder shall thereupon cease, determine and
become void; otherwise, this Resolution shall be, continue and remain in full force and effect.

Notwithstanding anything in this Section 17 to the contrary, however, the obligations of the City
under Section 9 hereof shall remain in full force and effect until such time as such obligations are
fully satisfied.
SECTION 18. SEVERABILITY.

If any one or more of the covenants, agreements or

provisions of this Resolution shall be held contrary to any express provisions of law or contrary
to the policy of express law, though not expressly prohibited, or against public policy, or shall
for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall
be null and void and shall be deemed separate from the remaining covenants, agreements or
provisions of this Resolution or of the Bonds issued hereunder.
SECTION 19. NO THIRD PARTY BENEFICIARIES.

Except as herein otherwise

expressly provided, nothing in this Resolution expressed or implied is intended or shall be

construed to confer upon any person, firm or corporation other than the City, the registered
owners of the Bonds, the Paying Agent and the Bond Registrar, any right, remedy or claim, legal
or equitable, under or by reason of this Resolution or any provision hereof, this Resolution and
all its provisions being intended to be and being for the sole and exclusive benefit of the City, the
registered owners from time to time of the Bonds, the Paying Agent and the Bond Registrar.
SECTION 20. CONTROLLING LAW; MEMBERS OF COMMISSION OR CITY NOT
LIABLE.

This Resolution shall be governed by and construed in accordance with the laws of the
State of Florida and all covenants, stipulations, obligations and agreements of the City contained
herein shall be deemed to be covenants, stipulations, obligations and agreements of the City to
the full extent authorized by the Act. No covenant, stipulation, obligation or agreement
contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any
present or future member, agent, independent contractor or employee of the Commission or the
City in his individual capacity, and neither the members of the Commission nor any official
executing the Bonds shall be liable personally on the Bonds or this Resolution or shall be subject
to any personal liability or accountability by reason of the issuance or the execution by the
Commission or such members thereof.
SECTION 21.

QUALIFICATION

FOR

THE

DEPOSITORY

TRUST

COMPANY.

Notwithstanding any other provision hereof, the City, the Paying Agent and the Bond Registrar
are hereby authorized to take such actions as may be necessary to qualify the Bonds for deposit
with DTC, including but not limited to those actions as may be set forth in a letter agreement
entered into by and between the City and DTC, wire transfers of interest and principal payments
with respect to the Bonds, utilization of electronic book entry data received from DTC in place
of actual delivery of Bonds and provisions of notices with respect to Bonds registered by DTC
or any of its designees identified to the City, the Paying Agent or the Bond Registrar) by
MIAMI 4271069.
/
2

24

ao //- 27783

overnight delivery, courier service, telegram, telecopy or other similar means of communication.
The Mayor, the City Manager and the Chief Financial Officer is each hereby authorized to
execute and deliver any necessary agreement or other documents with DTC on behalf of the
City.
SECTION 22. EFFECTIVE DATE.

This Resolution shall be effective immediately

upon its adoption.

sis 19th

PASSED AND ADOPTED

day

2011.

of October

VN` 6411444,tl/t
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,

SEAL)
INCORP ORATED'
ATTEST:

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City Clerk

APPROVED AS TO
FORM & LANGUAGE
FOR EXECUTION

r'1:6'
JilT,
9 /

MIAMI 4271069.
/
2

25

ii

Date
I

COMMISSION ITEM SUMMARY

Condensed Title:
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH,FLORIDA, AUTHORIZING THE

ISSUANCE OF NOT TO EXCEED $000

67,
000, IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI
BEACH, FLORIDA GENERAL OBLIGATION REFUNDING BONDS, SERIES 2011, FOR THE PURPOSE OF
REFUNDING ALL OR A PORTION OF THE CITY'S OUTSTANDING SERIES 2000 GENERAL OBLIGATION
BONDS AND OR
/
ALL OR A PORTION OF THE CITY'S OUTSTANDING GENERAL OBLIGATION BONDS,

SERIES 2003; PROVIDING THAT SUCH GENERAL OBLIGATION REFUNDING BONDS SHALL CONSTITUTE
GENERAL OBLIGATIONS OF THE CITY AND THAT THE FULL FAITH, CREDIT AND TAXING POWER OF THE
CITY SHALL BE IRREVOCABLY PLEDGED FOR THE PAYMENT OF THE PRINCIPAL OF AND THE INTEREST
REFUNDING
OBLIGATION
SUCH
GENERAL
ON
BONDS; MAKING CERTAIN COVENANTS AND
IN
CONNECTION THEREWITH; PROVIDING CERTAIN DETAILS OF THE BONDS;
DELEGATING CERTAIN MATTERS IN CONNECTION WITH THE ISSUANCE OF THE BONDS TO THE MAYOR;

AGREEMENTS

AUTHORIZING THE NEGOTIATED SALE OF THE BONDS TO THE UNDERWRITERS; APPROVING THE FORM
OF

AND

THE

AUTHORIZING

EXECUTION

AND

DELIVERY

OF

BOND

PURCHASE

AGREEMENT;

AUTHORIZING THE REFUNDING, DEFEASANCE, PREPAYMENT AND REDEMPTION, AS APPLICABLE, OF

THE REFUNDED BONDS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY
OF AN ESCROW DEPOSIT AGREEMENT AND APPOINTING AN ESCROW AGENT; APPOINTING A PAYING
AGENT

AND

BOND

REGISTRAR; PROVIDING

FOR

PRELIMINARY

OFFICIAL

STATEMENT

AND

AUTHORIZING THE EXECUTION OF AN OFFICIAL STATEMENT; COVENANTING TO PROVIDE CONTINUING

DISCLOSURE IN CONNECTION WITH THE BONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE
COMMISSION RULE 15c2 12
AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND
DELIVERY OF A DISCLOSURE DISSEMINATION AGENT AGREEMENT WITH RESPECT THERETO AND

APPOINTING A DISCLOSURE DISSEMINATION AGENT THEREUNDER; APPROVING THE FORM OF AND

AUTHORIZING THE EXECUTION AND DELIVERY OF GULF BREEZE LOAN AMENDMENTS; AUTHORIZING A
BOOK ENTRY
REGISTRATION SYSTEM FOR THE BONDS; AUTHORIZING CERTAIN OFFICIALS AND
EMPLOYEES OF THE CITY TO TAKE ALL ACTIONS REQUIRED IN CONNECTION WITH THE ISSUANCE OF
SAID BONDS; AND PROVIDING AN EFFECTIVE DATE.

Key Intended Outcome Supported:

Improve the City's overall financial health and maintain overall bond rating.
N/A
Supporting Data (Surveys, Environmental Scan, etc.):

Issue:

Should the City Commission approve the resolution which allows for the refunding of both GO Bonds Series 2000
and Series 2003?

Item Summary Recommendation:

/
The City's Financial Advisor has determined that the City has the capacity to refinance the Series 2000 General
Obligation Bonds as well as to advance refund a portion of the Series 2003 General Obligation Bonds, and that both
of these refinancing may provide, as of September 26, 2011, a present value savings of approximately $3.3 million
25 %. The City intends to refinance all of the outstanding Series 2000 bonds of $
approximately 9.
17,
000
250,on
December 1, 2011, and up to $000
49,
570,will be used to advance refund the Series 2003 bonds.
The total amount for both refunding will not exceed $67 million which will also include such costs as cost of
or

issuance, premiums and or

/ discounts, and underwriter's discounts. The actual refunding amount of the Series 2003
bonds will be determined at the pricing date which will take into account the prevailing market conditions at that time.

Advisory Board Recommendation:

Finance and Citywide Projects Committee on September 26, 2011 approved the refunding the GO Bonds Series
2000 and Series 2003.

Financial Information:
Amount

Account

Source of Funds:

Approved

Principal & Interest payments to be

appropriated from Ad Valorem Taxes

OBPI
Total

City Clerk's Office Legislative Tracking:

Patricia Walker, Chief Financial Officer

Sign Offs:
Department Director

nt

City Manager

PDW

City Manager
J MG

T:\
AGENDA 2011
\
O
\ ctober 19 Regular\
\
GO Bonds 2011 Summary Memo.docx

IBEACH

AGENDA ITEM
DATE

R-7

e _

Io I Rc-f/

MIAMIBEACH
City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, gov
www.miamibeachfl.

COMMISSION MEMORANDUM
TO:

Mayor Matti Herrera Bower and Members of the City Commission

FROM:

Jorge M. Gonzalez, City Manager

DATE:

October 19, 2011

SUBJECT:

A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI

BEACH, FLORIDA, AUTHORIZING THE ISSUANCE OF NOT TO EXCEED

000
67,
000, IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI
BEACH, FLORIDA GENERAL OBLIGATION REFUNDING BONDS, SERIES
2011, FOR THE PURPOSE OF REFUNDING ALL OR A PORTION OF THE
CITY'S OUTSTANDING SERIES 2000 GENERAL OBLIGATION

BONDS

AND OR
/
ALL OR A PORTION OF THE CITY'S OUTSTANDING GENERAL

OBLIGATION BONDS, SERIES 2003; PROVIDING THAT SUCH GENERAL

OBLIGATION

REFUNDING

BONDS

SHALL

CONSTITUTE

GENERAL

OBLIGATIONS OF THE CITY AND THAT THE FULL FAITH, CREDIT AND
TAXING POWER OF THE CITY SHALL BE IRREVOCABLY PLEDGED

FOR THE PAYMENT OF THE PRINCIPAL OF AND THE INTEREST ON

SUCH GENERAL OBLIGATION REFUNDING BONDS; MAKING CERTAIN

COVENANTS
AND
IN
CONNECTION
AGREEMENTS
THEREWITH;
PROVIDING CERTAIN DETAILS OF THE BONDS; DELEGATING CERTAIN
MATTERS IN CONNECTION WITH THE ISSUANCE OF THE BONDS TO

THE MAYOR; AUTHORIZING THE NEGOTIATED SALE OF THE BONDS

THE
TO
UNDERWRITERS; APPROVING THE FORM OF AND
AUTHORIZING

THE

EXECUTION

PURCHASE

AND

DELIVERY

AUTHORIZING

OF

BOND

THE

REFUNDING,
AGREEMENT;
DEFEASANCE, PREPAYMENT AND REDEMPTION, AS APPLICABLE, OF
THE
REFUNDED
THE
FORM
OF
AND
BONDS; APPROVING
AUTHORIZING
DEPOSIT

THE

EXECUTION

AGREEMENT

AND

AND

DELIVERY

APPOINTING

AN

OF

AN

ESCROW

ESCROW

AGENT;

APPOINTING A PAYING AGENT AND A BOND REGISTRAR; PROVIDING

FOR A PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING THE
EXECUTION

OF
AN
OFFICIAL
STATEMENT; COVENANTING TO
CONTINUING DISCLOSURE IN CONNECTION WITH THE
BONDS
IN
WITH
ACCORDANCE
AND
SECURITIES
EXCHANGE
COMMISSION RULE 15c2 12
AND APPROVING THE FORM OF AND
AUTHORIZING THE EXECUTION AND DELIVERY OF A DISCLOSURE

PROVIDE

DISSEMINATION AGENT AGREEMENT WITH RESPECT THERETO AND

APPOINTING A DISCLOSURE DISSEMINATION AGENT THEREUNDER;

APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND

DELIVERY OF GULF BREEZE LOAN AMENDMENTS; AUTHORIZING A

BOOK ENTRY
REGISTRATION
THE
SYSTEM
FOR
BONDS;
AUTHORIZING CERTAIN OFFICIALS AND EMPLOYEES OF THE CITY TO

Commission Memorandum - October 19, 2011

General Obligation Bonds, Series 2011

Page 2 of 4

TAKE ALL ACTIONS REQUIRED IN CONNECTION WITH THE ISSUANCE

OF SAID BONDS; AND PROVIDING AN EFFECTIVE DATE.

ADMINISTRATION RECOMENDATION

Approve the Resolution.

BACKGROUND

On September 17, 1999, the Mayor and City Commission adopted Resolutions #99-23299, 99#
23300, and #99 23301
that called for a special election on November 2, 1999 that submitted to
the electorate of the City a bond referendum that decided whether the City should be authorized
to issue an aggregate of $000
92,
465,in principal amount of general obligation bonds.
The purpose of these general obligation bonds was threefold: 1)
( to renovate, expand and
improve fire stations and related facilities located in the City and acquire and equip fire trucks
Fire Safety General Obligations "), 2)
( to improve recreational facilities and equipment, access,
security and related maintenance facilities for parks and beaches located in the City ( Parks
"
and
Beaches General Obligations "), and (3)to improve neighborhood infrastructure in the City,
consisting of streetscapes and traffic calming measures, shoreline stabilization and related
maintenance facilities ( Neighborhood
"
General Obligations ").
9
pp
On November 2, 1999, the issuance of the General Obligations
was approved
byY the electorate
of the City in accordance with the applicable laws of the State of Florida.
On June

23, 2000, the City Commission passed Resolution 2000 23966

authorizing the

issuance of $30 million of General Obligations (the first of two bond issuances) by borrowing
funds from the Gulf Breeze Government Loan Pool. This issuance consisted of $000
9,
030,for
the Fire Safety General Obligations, 9,
000
230, for the Parks and Beaches General

Obligations, and $000

11,
740,for Neighborhood General Obligations.
On

June

11, 2003, the City Commission passed Resolution 2003 25240

authorizing the

issuance of $000
62,
465, of General Obligation t(he second of the two bond issuances).This
issuance consisted of 6
$ 90,000 for the Fire Safety General Obligations, 000
15,
$
600, for the
Parks

and

Beaches

General

Obligations,

and

46,
000
175, for

Neighborhood

General

Obligations.

ANALYSIS

As of today, the City has approximately 000

1
$ 8,
710, outstanding on the Series 2000 General
Obligation bonds, which has a scheduled principal payment of 000
1
$
4
,60, on December 1,
2011

leaving

an

outstanding principal balance

has $
49,
000
570,outstanding

on

at that time of $
17,
000.
250, In addition, the City
the Series 2003 General Obligation bonds. The City intends to

refinance all of the outstanding Series 2000 bonds of $000

17,
250,on December 1, 2011, and
49,
000
570,will be used to advance refund the Series 2003 bonds.
up to $

Commission Memorandum - October 19, 2011

General Obligation Bonds, Series 2011

Page 3 of 4

The total amount for both refunding will not exceed $

67 million which will also include such
costs as cost of issuance, premiums and or
/ discounts, and underwriter's discounts. The actual
refunding amount of the Series 2003 bonds will be determined at the pricing date which will take
into account the prevailing market conditions at that time. The City's proposed refunding of both
Series of General Obligation bonds is the result of the Administration's continuous review of
opportunities to refund outstanding bonds to ensure the City is paying the lowest possible rate
within statutory and tax requirements.
The City's Financial Advisor has determined that the City has the capacity to refinance the
Series 2000 General Obligation Bonds as well as to advance refund a portion of the Series
2003 General Obligation Bonds, and that both of these refinancing may provide, as of October
25 %. The
approximately 9.
refunding of these bonds does not extend the term of the bonds beyond their original maturity

10, 2011, a present value savings of approximately 3

$ .3 million

or

date.

According to the loan agreements with Gulf Breeze, the City can refinance the outstanding
Series 2000 General Obligation Bonds on the next redemption date which falls on December 1,
2011. The original call redemption
/
date for the Series 2000 bonds was on December 1, 2010,
however, at that time the City would have had to pay a premium of approximately $187,100 to
call the bonds. The reason the City is calling the bonds as of December 1, 2011 is because
they are callable at par in addition to the fact that interest rates today are about 70 basis points
lower for a AA rated General Obligation issue than it was at December 2010.

As for the Series 2003 General Obligation Bonds to be advance refunded, the City will seek,
with the advice of the City's Financial Advisors, the best opportunity in the near future to
determine when market conditions are optimal to achieve the most savings for the City.
The bonds are paid through the assessment, levy and collection of ad valorem tax on all taxable
property within the City and the full faith, credit and taxing power of the City will be pledged to
the payment of the principal and interest of the bonds. Any additional costs and expenses are
paid from non ad
- valorem revenues.

In November 2007, the Mayor and City Commission approved Ordinance 2007 3582
which
amended the procedures that the City followed in connection with the approval of a bond issue
and added Section 2 278
to Chapter 2 of the Miami Beach City Code. However, according to

Section 2-278(d)the provision of this section shall not apply to the issuance of any bonds to
refund or refinance outstanding bonds which is precisely what is being done with the issuance
of the Series 2011 General Obligation Refunding Bonds.
At the September 26, 2011, meeting of the Finance and Citywide Projects Committee, the

Committee voted to recommend approval of the proposed refinancing of the outstanding Series
2000 General Obligation Bonds, and to advance refund all or a portion of the Series 2003
General Obligation Bonds based on market conditions.

Because of the character of the proposed refinancing of the Series 2000 and Series 2003

General Obligation Bonds, the prevailing market conditions, the complexity of structuring a
refunding and the recommendations of the Financial Advisor, it was further determined that the

sale of the new refinanced General Obligation Bonds on the basis of a negotiated sale rather

than

public

sale

by competitive bid

is in the best interest of the

City.

Commission Memorandum - October 19, 2011

General Obligation Bonds, Series 2011

Page 4 of 4

The Resolution for the issuance of the Series 2011 General Obligation Bonds will delegate to

the Mayor, relying upon the recommendation of the Chief Financial Officer and RBC Capital
Markets (the City's Financial Advisor),the determination of various terms of the Series 2011
Bonds, including whether to secure one or more Credit Facilities and or
/ Reserve Account
Insurance Policies with respect to the Series 2011 Bonds, the final award of the Series 2011
Bonds, the dates of redemption of the Prior Bonds to be redeemed prior to maturity, the
payment of all related costs and expenses in connection with the issuance of the Bonds and all
other actions necessary or desirable in connection with the issuance of the Series 2011 Bonds
and the refunding of the Prior Bonds.

CONCLUSION

The Administration recommends that the Mayor and City Commission of the City of Miami
Beach, Florida, approve the resolution which authorizes the administration to refinance all of the
General Obligation Bonds, Series 2000 of $000,
17,
250, and advance refund all or a portion of
the outstanding $000
49,
570,General Obligation Bonds, Series 2003.

JMG /

PDVV

Attachmen's:

Bond Purchase Agreement

e p os t Agreement
Escrow Deposit
9 ree
Preliminary Official Statement
Disclosure Dissemination Agent Agreement
First Supplemental Loan Agreement (Gulf Breeze Series 1985B)
First Supplemental Loan Agreement (Gulf Breeze Series 1985E)

/ ctober
T:\
Agenda 2
/ 011 O

19 Regular
/
Bonds Series 2011 C
GO
- omm Memo
/

BOND PURCHASE AGREEMENT

PRINCIPAL AMOUNT]
CITY OF MIAMI BEACH, FLORIDA

General Obligation Refunding Bonds

Series 2011
2011 ( Bond
"
Purchase Agreement ")
Agreement dated
is entered into by and among the following parties (hereinafter individually called a "Party ") and
This Bond Purchase

collectively called the "Parties "):

CITY OF MIAMI BEACH, FLORIDA, a validly existing municipal corporation in the

State of Florida (the "City ");and
MORGAN

ESTRADA

COMPANY, INC. the Managing Underwriter ") and

HINOJOSA & COMPANY, INC. and FIRST SOUTHWEST COMPANY

KEEGAN

collectively with the Managing Underwriter, the "Underwriters ").

MIA 182,168,756v2 9 29
- 11
-

TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
SECTION 1.1.

Participants

SECTION 1.2.

Contracts, Instruments and Documents

SECTION 1.3.

Legal

SECTION 1.4.

Events, Dates and Places

SECTION 1.5.

Other Definitions

Authorities

ARTICLE II

REPRESENTATIONS AND COVENANTS

SECTION 2.
1.

Representations and

Covenants of City

ARTICLE III

AGREEMENT TO PURCHASE SERIES 2011 BONDS

SECTION 3.1.

SECTION 3.3.

Delivery of Documents to Underwriters

Agreement to Sell and Purchase Series 2011 Bonds
Public Offering of Series 2011 Bonds

SECTION 3.
4.

Good Faith Check

SECTION 3.
2.

8
8

ARTICLE IV
CLOSING CONDITIONS
SECTION 4.
1.

Performance of Obligations

SECTION 4.
2.

Delivery

SECTION 4.
3.

Form of Closing

of Closing

Papers
Papers; Waiver of Conditions

11

ARTICLE V

TERMINATION; PAYMENT OF EXPENSES

SECTION 5.1.

Termination

11

SECTION 5.2.

Payment of Expenses

13

ARTICLE VI

MISCELLANEOUS
1.
SECTION 6.

13

SECTION 6.
2.

Parties In Interest; Survival of Representations

Notices

SECTION 6.
3.

Amendment

14

SECTION 6.4.

14

SECTION 6.8

Governing Law
Captions
Counterparts
Severability
Rights of Managing Underwriter

SECTION 6.
9.

Effective Time of this Bond Purchase

SECTION 6.5.
SECTION 6.6.
SECTION 6.
7.

MIA

- 11
182,
756v2
168,9 29

14

14
14
14

15

Agreement

15

EXHIBIT A

Maturities, Amounts, Interest Rates and Price

EXHIBIT B

Opinion of Bond Counsel

Opinion of City Attorney
Opinion of Underwriter's Counsel
- Bonding and
Underwriter's Truth in-

EXHIBIT C
EXHIBIT D
EXHIBIT E

11

MIA 756v2
- 11
182,
168,9 29

or

Yields

A1
B1
C1
-

D1
-

Disclosure Statement

E1
-

ARTICLE I

DEFINITIONS
SECTION

participate

in the

In addition to the Parties, various persons and firms will

1.
Participants.
1.
financing to which this Bond Purchase Agreement relates. Among them are

those identified below (hereinafter collectively called the "Participants "):

Authorized

The persons duly authorized and legally empowered to

Party:

execute documents on behalf of the City.

Squire, Sanders & Dempsey (US)LLP, Miami, Florida

Bond Counsel:
Bond

Registrar
Agent:

and

Paying

U.S.Bank National Association

Certified Public Accountant:

McGladrey & Pullen, LLP

City Attorney:

Jose Smith, Esq.

City's Governing Body:

Mayor and City Commission

Financial Advisor:

RBC Capital Markets, LLC, St. Petersburg, Florida

Underwriters' Counsel:

Greenberg Traurig, P.A.,Miami, Florida

Instruments and Documents.

SECTION Contracts,
1.
2.

Various contracts, instruments

and documents are involved in the financing to which this Bond Purchase Agreement relates.
Among them are those identified below:
Basic Documents:

This

Agreement, the Disclosure

Agent Agreement and the Escrow
Deposit Agreement
Bond

Purchase

Dissemination

Arbitrage

Certificate:

Closing Papers:

The certificate of the City setting forth its reasonable

expectations regarding the use of the proceeds of the
Series 2011 Bonds, among other matters.

Collectively, the certificates, opinions, instruments and

other documents described in Section 4.2 of this Bond

Purchase Agreement.

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Disclosure

Dissemination

Disclosure Dissemination

The

Agent Agreement

between the City and Digital Assurance Certification,

L.
C.
L.relating to the Series 2011 Bonds.

Escrow

The Escrow Deposit Agreement between the City and

Deposit Agreement

U.S. Bank National

Association,

Agreement

Agent

as

Escrow

Agent,

relating to the refunded Series 2003 General Obligation

Bonds
Financial Statements:

The audited g eneral purpose financial statements of the

City in the Preliminary Official Statement and Official

Statement as Appendix B.
Official Statement:

The

Official

Statement ( including

the

Appendices
thereto),dated the date hereof, summarizing the terms
of the Series 2011 Bonds and other related matters.

e
Preliminary
Y Official

Statement:

PreliminaryY Official Statement ( includingg the

2011
Appendices thereto), dated
summarizing the terms of the Series 2011 Bonds and
The

related matters.

Series 2011 Bonds:

The

General

City's PRINCIPAL AMOUNT]

Obligation Refunding Bonds, Series 2011.

SECTION

Authorities. Various legal authorities are involved in the financing

Legal
1.
3.
to which this Bond Purchase Agreement relates. Among them are those identified below:
Bond Resolution:

Resolution No. 2011-

Code:

The

adopted by
Governing Body on October 19, 2011.
Internal

Revenue

Code

of 1986,

the

as

City's

amended

through and including the Closing Date and, to the

extent applicable, the regulations issued or proposed
pursuant thereto.
Mayor's

Certificate:

The Certificate of the Mayor of the City dated the

Closing Date, providing for among other matters, the
fixing of the amount of the Series 2011 Bonds and the
maturities, amortization installments, interest rates, and
redemption provisions of the Series 2011 Bonds, and
fixing other details of the Series 2011 Bonds and the
refundings of the Refunded Bonds.

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Dates and Places.

SECTION 1.
Events,
4.

financing

to

Various dates and places are significant in the

Among them are those identified

which this Bond Purchase Agreement relates.

below:
The consummation of the transaction at which the

Closing:

Bonds are delivered by the City to the

paid for by the Underwriters,
pursuant to this Bond Purchase Agreement.
Series 2011

Underwriters, and

Closing

2011 or such other date as the Parties may

Date:
agree.

Closing

9:
00 a.m. Eastern Time or such other time as the Parties

Time:

may agree.

Squire, Sanders & Dempsey (US)LLP

Place of Closing:

200 S. Biscayne Blvd.,Suite 4100

Miami, FL 33131

1.
5.
SECTION Other
Definitions.

All capitalized terms used and not otherwise defined

herein shall have the meanings ascribed thereto in the Bond Resolution.
ARTICLE II
REPRESENTATIONS AND COVENANTS

SECTION 2.1.Representations and Covenants of

City. As an inducement to the other

Parties to enter into this Bond Purchase Agreement, the City makes the following representations
and covenants, each of which representations shall be true and correct on the date hereof and on
the Closing Date as if such representations were made again at the Closing Time:
a)

The City is a validly existing municipal corporation in the State of Florida.

b)

The Bond Resolution was adopted by the City's Governing Body at a

meeting duly called and held in open session upon requisite prior public notice pursuant
to the laws of the State of Florida and the standing resolutions and rules of procedure of
the City's Governing Body. The City has full right, power and authority to adopt the
Bond Resolution. On the date hereof, the Bond Resolution is, and, at the Closing it shall
be, in full force and effect, and no portions thereof have been or shall have been
supplemented, repealed, rescinded or revoked. The Bond Resolution constitutes the
legal, valid and binding obligation of the City, enforceable in accordance with its terms.

The Bond Resolution creates a valid pledge of the full, faith credit and taxing power of
the City for the payment of the Series 2011 Bonds.

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c) The City has full right, power and authority to enter into, execute and
deliver the Official Statement, the Basic Documents and the Series 2011 Bonds, and to

perform its obligations under the Basic Documents and as contemplated by the Official
Statement. All permits, consents or licenses, if any, and all notices to or filings necessary
accomplish the foregoing have been obtained or made. When executed and delivered,
the Basic Documents and the Series 2011 Bonds shall constitute legal, valid and binding

to

obligations of the City enforceable in accordance with their respective terms and all
conditions and requirements of the Bond Resolution relating to the issuance of the Series
2011 Bonds will have been complied with or fulfilled.
d) The Authorized Party executing the Basic Documents and Official
Statement on behalf of the City is authorized for and in the name of the City to execute,

deliver and perform the obligations of the City under the Basic Documents and as
contemplated by the Official Statement and to execute, deliver, file or record such other
incidental papers, documents and instruments as shall be necessary to carry out the
intention and purposes of the Basic Documents, the Series 2011 Bonds and the Bond
Resolution. On the Closing Date the Series 2011 Bonds will be duly executed and
delivered by the City in accordance with the Bond Resolution and will be entitled to all
the benefits and
deemed

security thereof. Any certificate signed by the Authorized Party shall be

representation and covenant by the City to the Underwriters as to the

statements made therein.

e) No authorization, approval, consent or license of any governmental body

or authority, not already obtained, is required for the valid and lawful adoption, execution
and delivery, as applicable, by the City of the Series 2011 Bonds, the Basic Documents,
the Official Statement and 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.

f) The adoption, execution and delivery, as applicable, by the City of the

Series 2011 Bonds, the Basic Documents, the Official Statement and the Bond Resolution

and the performance by the City thereunder or as contemplated thereby is permitted by,
and will not conflict with or constitute a breach of or default under, any existing law,
court

or

administrative

regulation,

decree

or

order

or

any

commitment, indenture,

mortgage, lease, contract, agreement or instrument to which the City is a party, or by

which it or any of its properties are bound or subject. No event has occurred which, with
the lapse of time or the giving of notice or both, would constitute an event of default
under any of the Basic Documents or the Bond Resolution.
g) The Series 2011 Bonds and the Bond
descriptions thereof set forth in the Official Statement.
h)

Resolution

conform

to

the

There is no litigation, administrative proceeding, inquiry or investigation

pending n
( or, to the knowledge of the City, is any such action threatened),at law or in
equity, or before or by any court, public board or body, which in any way affects,
contests, questions or seeks to restrain or enjoin any of the following: i)
( the powers or
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valid existence of the City or the titles of the members of the City's Governing Body or
its other officers to their respective offices; ii)
( any of the proceedings had or actions
taken

leading

up to the

sale, issuance and delivery of the Series 2011 Bonds or the

execution, delivery or performance of this Bond Purchase Agreement; iii)

( the delivery,
validity or enforceability of the Series 2011 Bonds or any of the Basic Documents or
contesting the power of the City to consummate the transactions contemplated therein
and in the Official Statement; iv)
( contesting in any way the completeness or accuracy of
the Official Statement; v)
( wherein an unfavorable decision, ruling or finding would
materially and adversely affect the validity or enforceability of the Series 2011 Bonds,
the Bond Resolution or the Basic Documents; or (vi)which would have a material
adverse effect upon the levy and collection of the ad valorem taxes pledged to the
payment of the Series 2011 Bonds.
i) To the knowledge of the City, the City is not on the date hereof, and will
not be on the Closing Date, in default under any instrument to which the City is subject or
by which it or its properties are or may be bound or subject, which default would (i)
have
a material adverse effect on the condition of the City,financial or otherwise (other than as
disclosed in the Official Statement) or (ii)otherwise materially affect its ability to
perform its obligations under the Series 2011 Bonds, the Basic Documents or the Bond
Resolution.

j) The City has not been advised by the Commissioner, any District Director

or any other official of the Internal Revenue Service that certifications by the City with
respect to arbitrage may not be relied upon.
k) The City shall apply the proceeds of the sale of the Series 2011 Bonds in
the manner described in the Official Statement and the Arbitrage Certificate and will not
take or omit to take any action that will in any way cause or result in the proceeds of the
sale of the Series 2011 Bonds to be applied in a manner other than as described in same.
1)

The Financial Statements 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.

There has been no material adverse change in the business, properties or

financial condition of the City from that shown in the Financial Statements.
m)

n)

Between the date hereof and the Closing Date (i)

the City will not, without
the prior written consent of the Underwriters, issue any bonds, notes or other obligations,
ii)
the City will not incur any material liabilities, direct or contingent, other than those in
the ordinary course of business, and (iii)there will not have been any adverse change of a
material nature in the City's financial position.
o)

Appendices A and B to the Preliminary Official Statement and the Official

Statement and the statements relating to the City, the Series 2011 Bonds, including the
application of proceeds thereof, and the Bond Resolution set forth in the Preliminary
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Official Statement and the Official Statement and the Appendices thereto did not on the

respective dates of the Preliminary Official Statement and the Official Statement and do
not on the date hereof, contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein not misleading. Nothing has come
to the City's attention that would lead it to believe that the Preliminary Official Statement
and Official Statement and the Appendices to such documents contains any untrue
statement of a material fact or omits to state any material fact necessary to make the
statement therein, in the light of the circumstances under which they were made, not
misleading. The City has consented to the use of the Preliminary Official Statement and
the Official Statement by the Underwriters in connection with the public offering of the
Series 2011 Bonds.

The City will furnish such information, execute such instruments and take

p)

such other action in

cooperation with the

Underwriters

as

the Underwriters may

reasonably request in order to qualify the Series 2011 Bonds for offer and sale under the
Blue Sky or other securities laws or regulations of such states and other jurisdictions of
the United States as the Underwriters may designate and to determine the eligibility of
the Series 2011 Bonds for investment under the laws of such states and jurisdictions, and
will undertake its best efforts to continue such qualifications in effect as long as required
for the distribution of any Series 2011 Bonds, provided that the City will not be required
to qualify to do business, or be subject to service of process in or subject itself to the
jurisdiction of,any state other than the State of Florida.
q) The City has not, since December 31, 1975, been in default in the payment
of principal of, premium, if any, or interest on, or otherwise been in default with respect
to, any bonds, notes, lease purchase arrangements or other obligations which it has
issued, assumed or guaranteed as to payment of principal, premium, if any, or interest,
nor has any other person been in default with respect to payment of principal of,
premium, if any, or interest on any bonds, notes or other obligations which the City has
issued, except, in both cases, as described in the Preliminary Official Statement and the
Official Statement and certain conduit issues which in the opinion of the City would not
be considered material by a reasonable investor and therefore do not have to be disclosed
in the Official Statement under Rule 69W-400.003, Rules of Government Securities,
promulgated under Section 1),
517.051(Florida Statutes.
r) If between the date hereof and the earlier of: i)
( ninety (90)days from the
end of the "Underwriting Period" as defined in Securities and Exchange Commission
Rule 15c2 12
(17 CFR 240.15c2 12)
Rule
"); or
( " 15c2 12

(ii)
the time when the Official

Statement is available to any person from a nationally recognized municipal securities

information repository (but in no event less than twenty five
(25)days following the end
of the Underwriting Period),any event shall occur which would or might cause the
information contained in the Official Statement, as then supplemented or amended, to
contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements therein, in the light of the circumstances under which they were
made, not misleading, the City shall notify the Underwriters thereof, and if in the
reasonable

opinion

of the

Underwriters

such

event

requires

the

preparation

and

publication of a supplement or amendment to the Official Statement, the City will at its
6
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expense supplement or amend the Official Statement in a form and in a manner approved
by the Underwriters. The end of the "Underwriting Period" for all purposes of Rule
and this Bond Purchase Agreement is the Closing Date. This covenant shall
15c2 12
survive the Closing.

City shall deliver,

The

s)

or

cause

to

be delivered, to the

Managing

Underwriter copies of the Official Statement dated the date hereof relating to the Series
2011 Bonds, and shall cause copies of the Official Statement, in sufficient quantity for
and all other applicable rules of the
comply with Rule G 32
") and Rule 15c2 12,
"
to be available to
Municipal Securities Rulemaking Board ( MSRB

the Underwriters to

the Underwriters within seven (7)business days of the execution of this Bond Purchase
Agreement (but in no event later than the Closing Date) and in sufficient time to
any

accompany

confirmation

that

requests

payment from

any

customer

of the

Underwriters. Delivery of such copies of the Official Statement as provided above shall
constitute the City's representation that such Official Statement is complete as of the date
of its delivery. The City agrees to deliver to the Underwriters such reasonable quantities
of the Preliminary Official Statement and Official Statement as the Underwriters may
reasonably request for use in connection with the offering and sale of the Series 2011
Bonds. On or before the Closing Date, the Underwriters shall file,or cause to be filed,the
Official Statement with the MSRB through its Electronic Municipal Market Access
System ( EMMA
"
").
t)

The City acknowledges and agrees that i

( )
the purchase and sale of the

Bonds pursuant to this Bond Purchase Agreement is an arm'slength

in
connection
and the Underwriters, ii)
commercial transaction between the City
(
Series 2011

therewith and with the discussions, undertakings, and procedures leading up to the
consummation of this transaction, the Underwriters are and have been acting solely as
principals and are not acting as agents or fiduciaries of the City, iii)
( the Underwriters
have not assumed an advisory or fiduciary responsibility in favor of the City with respect
to the offering contemplated hereby or the discussions, undertakings, and procedures
leading thereto r(egardless of whether the Underwriters have provided other services or
are currently providing other services to the City on other matters) and the Underwriters
have no obligation to the City with respect to the offering contemplated hereby except the

obligations expressly set forth in this Bond Purchase Agreement, and i( v)the City has
consulted its

own

legal, financial, and other advisors to the extent it has deemed

appropriate.

ARTICLE III

AGREEMENT TO PURCHASE SERIES 2011 BONDS

SECTION 3.
1.Delivery of Documents to Underwriters.

Prior to or simultaneously with

the execution and delivery of this Bond Purchase Agreement, the Underwriters shall have
delivered the Underwriters' Truth in- Bonding and Disclosure Statement required by law, as set
forth in Exhibit E. As soon as practicable after the date hereof, and in any event within seven (7)
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business days of the date hereof, as required by paragraph (b)3)(of Rule 2

15(c)
12of the
Securities

and

Exchange

Commission ( S
" EC ")

or

the rules

of the

Municipal

Securities

City shall deliver or cause to be delivered to the Managing

Underwriter copies of the Official Statement, dated the date hereof, relating to the Series 2011
Bonds, in sufficient quantities to allow the Underwriters to comply with paragraph (b)4)(of
Rule 2
15(c)
12of the SEC and the rules of the MSRB, in substantially the form of the
Preliminary Official Statement with only such changes therein as shall have been approved by

Rulemaking

the

City

"), the
Board (MSRB
"

and the

Managing Underwriter. References to the Official Statement shall include the

cover page and all exhibits, appendices, reports and statements included with or attached to it
and any amendments and supplements that may be authorized by the City and to which the
Managing Underwriter does not reasonably object, and any amendments and supplements which
may be reasonably required by the Managing Underwriter for use with respect to the Series 2011
Bonds.

The Official Statement shall be executed on behalf of the City by duly authorized

officers thereof.

The City approves the Preliminary Official Statement, and consents to the use of the
Preliminary Official Statement and the Official Statement and the information contained therein
by the Underwriters in connection with the offering and sale of the Series 2011 Bonds. The City
deems final the Preliminary Official Statement, as of its date, for purposes of Rule 2)
15(c)(
12,
with certain omissions therein in connection with the pricing of the Series 2011 Bonds.
to Sell and Purchase Series 2011 Bonds. The Series 2011
Agreement
3.
2.
Bonds shall have the terms specified in the Official Statement, including maturities, amounts,
interest rates, prices or yields and redemption provisions, and such terms as are required to be set
forth herein by the Bond Resolution, all as described on Exhibit A annexed hereto. Upon the
basis of the representations and upon the terms and conditions set forth in this Bond Purchase
Agreement, the Underwriters agree to purchase, and the City agrees to issue, sell and deliver to
the Underwriters, all (but not less than all)of Series 2011 Bonds for the aggregate purchase price
of $[
PURCHASE PRICE] r(epresenting the $[PRINCIPAL AMOUNT] original principal
amount of the Series 2011 Bonds, plus
[
$
of net original issue premium] and less
of Underwriters' discount) the
P
urchase
Price "). Payment of the Purchase Price
( "
shall be made by the Underwriters to the order of the City at the Closing Time in federal or other
immediately available funds. One fully registered Series 2011 Bond for each maturity, duly
executed and authenticated, shall be delivered to or upon the order of the Underwriters, together

SECTION

with the other documents hereinafter mentioned, and subject to the terms and conditions hereof,
the Underwriters will accept such delivery and pay the Purchase Price. The Series 2011 Bonds
shall be registered in the name of Cede & Co.
SECTION 3.
3.Public

Offering

of Series 2011 Bonds.

The Underwriters agree to make a

bona fide public offering of the Series 2011 Bonds, solely pursuant to the Official Statement, at
the initial offering prices or yields set forth in the Official Statement, reserving, however, the
rights to (i)
change such initial offering prices or yields as the Managing Underwriter shall deem
necessary in connection with the marketing of the Series 2011 Bonds and (ii)offer and sell the
Series 2011 Bonds to certain dealers (including dealers depositing the Series 2011 Bonds into
investment trusts) at concessions to be determined

by the Managing Underwriter. The

Underwriters also reserve the right to over allot
or effect transactions that stabilize or maintain

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the market prices of the Series 2011 Bonds at levels above that which might otherwise prevail in
the open market and to discontinue such stabilizing, if commenced, at any time.
4.Good Faith Check.
SECTION 3.

check

payable

to the

City

in

an

amount

The City hereby acknowledges receipt of a corporate

equal

the Good
"

to $

Faith Check ")

as

security for the performance by the Underwriters of their obligation to accept and pay for the
Series 2011

Agreement.

Bonds at the Closing in accordance with the provisions of this Bond Purchase
The

City

shall retain the

check, uncashed, except under the circumstances

In the event the City fails to deliver the Series 2011 Bonds at the Closing,
or if City shall be unable to satisfy the conditions to the obligations of the Underwriters
contained in this Bond Purchase Agreement or if such obligations shall be terminated for any
hereinafter set forth.

reason permitted by this Bond Purchase Agreement, the City shall be obligated to immediately
return

the uncashed Good Faith check

to

the Underwriters.

In the event the Underwriters accept

and pay for the Series 2011 Bonds at Closing, the uncashed Good Faith Check shall be returned
to

the Underwriters at

Closing. In the event the Underwriters fail (other than for a reason

permitted under this Bond Purchase Agreement) to accept and pay for the Series 2011 Bonds at
Closing, the Good Faith Check may be cashed and the proceeds thereof shall be retained by the
City as and for full liquidated damages for such failure, and not as a penalty, and for any and all
defaults hereunder

on

the part of the Underwriters, and

thereupon, all claims and rights

hereunder against the Underwriters shall be fully released and discharged, it being understood by
the City and the Underwriters that actual damages in such circumstances may be difficult or
impossible to compute.
ARTICLE IV

CLOSING CONDITIONS

SECTION Performance
4.
1.
of

Obligations. The obligations and agreements of the

Underwriters under this Bond Purchase Agreement are expressly made subject to the due
performance by the City at or prior to the Closing Time of its respective obligations and
undertakings pursuant to this Bond Purchase Agreement.
SECTION 4.
2.Delivery of

Closing Papers. The obligations and agreements of the

Underwriters under this Bond Purchase Agreement are expressly made subject to the condition
that, at or prior to the Closing Time, there shall have been delivered to the Underwriters each of
the following which the City agrees to do:
a)

Basic Documents; Miscellaneous Documents:

i) One

executed

copy of each of the

Basic

Documents, in the

respective form thereof delivered to the Underwriters pursuant to Sections s)

2.
1(
and 3.1 of this Bond Purchase Agreement, which documents shall be in full force
and effect, with only such revisions therein or additions thereto as shall have been
required to incorporate terms specified in this Bond Purchase Agreement or as
shall be satisfactory to the Managing Underwriter.
ii)

copies of the Official Statement.

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b)

Closing Papers to be Furnished by the City:

i) One copy of the Bond Resolution certified by the appropriate City

official to be true and correct copies thereof as adopted and approved.

ii)

One fully executed Mayor's Certificate.

iii) One executed copy of a certificate or certificates of an Authorized

Party on behalf of the City, dated the Closing Date, A)
( confirming that each of
i
n
fined in Section 2.1 of this Bond Purchase
the representations of the City
contained
Agreement was true and accurate in all material respects on the date when made,
has been true and accurate in all material respects at all times since, and continues
to be true and accurate in all material respects on the Closing Date as if such
representations were made on the Closing Date, B)
( stating that there has been no
material adverse change in the business or financial condition of the City from
that shown in the Financial Statements, C)
( stating that to its best knowledge no
event affecting the City has occurred since the date of the Preliminary Official
Statement which should be disclosed in the Official Statement for the purpose for
which it is used or which it is necessary to disclose therein in order to make the
statements and information therein not misleading in any material respect as of
the Closing Date; D
( ) certifying that the Bond Resolution has not been
supplemented, modified, amended or repealed; and (E)demonstrating that the
Bonds comply with applicable requirements of the Advance Refunding Law,
Sections 132.33 through 132.47,Florida Statutes, as amended.

original of a customary incumbency and nolitigation certificate, in form prepared by and reasonably acceptable to Bond
Counsel, the City Attorney and Underwriters' Counsel, dated the Closing Date
and signed by an authorized member of the City's Governing Body.
iv)

One

executed

v)

One

executed

copy

of

the

Arbitrage

Certificate, in

form

satisfactory to Bond Counsel, dated the Closing Date, signed by an Authorized

Party on behalf of the City.
vi)

a)One executed copy of the final opinion of Bond Counsel, in

substantially the form contained in an Appendix to the Official Statement; b)
( one
executed copy of the supplemental legal opinion of Bond Counsel, dated the
Closing Date, in the form as set forth in Exhibit B hereto; and (c)one executed
copy of a legal opinion of Bond Counsel, dated the Closing Date and in form and
substance satisfactory to the Underwriters and their counsel to the effect that the

refunded Series 2003 General Obligation Bonds shall no longer be deemed to be

outstanding under the provisions of the resolution pursuant to which they were
issued and shall cease to be entitled to any lien, benefit or security under such
resolution, but shall thereafter be secured solely by the amounts and securities
credited to the Escrow Deposit Trust Fund.

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vii) One executed copy of the opinion of the City Attorney in the form
as set forth in Exhibit C hereto.

viii) One executed copy of the opinion of Underwriters' Counsel in the

form as set forth in the attached Exhibit D.

ix) One executed copy of a customary authorization and incumbency

certificate, and a standard closing certificate, both dated the Closing Date, signed
by authorized officers of the Bond Registrar, the Paying Agent, and the Escrow
Agent, both in form and substance satisfactory to the Underwriters.
x)

Letters of confirmation with respect to the ratings of the Series

Moody's Investors Services, Inc. and Standard & Poor's Rating
and "
respectively.

2011 Bonds from

Services of "

xi) One executed copy of a Blanket Letter of Representation to The

Depository Trust Company by the City.

xii) One executed copy of a the verification report of Causey Demgen

to the refunded Series 2003 General Obligation

Moore, Inc. with respect

Bonds.

xiii) Evidence satisfactory to the Underwriters and their counsel

provided by
that the refunded Series 2000 General Obligation
Bonds have been paid.
c) Other Assurances: Such additional opinions, certificates, proceedings,
instruments and other documents as the Underwriters, Underwriters' Counsel or Bond

Counsel may reasonably request to verify or evidence (i)

compliance by the Parties with
applicable legal requirements, i
( i)the truth and accuracy of the representations or
opinions of the Parties contained in this Bond Purchase Agreement or in any Closing
Paper, or (iii)the due performance of all agreements and the satisfaction of all conditions
required to be performed or satisfied at or prior to the Closing Time.
SECTION 4.3. Form of

Closing Papers; Waiver

of Conditions.

The Closing Papers to be

delivered to the Underwriters pursuant to this Bond Purchase Agreement shall be deemed to be
in compliance with the conditions of this Bond Purchase Agreement if, but only if, in the
reasonable

judgment of the Underwriters, they are satisfactory in form and substance. The legal
opinions and certificates described in Section 4.2 shall be addressed to the Underwriters or a
reliance letter with respect thereto shall be addressed to the Underwriters. No condition hereof

shall be deemed to have been waived by the Underwriters unless expressed specifically in a
writing signed by the Underwriters.

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ARTICLE V

TERMINATION; PAYMENT OF EXPENSES

SECTION Termination.
5.
1.
This

Bond Purchase Agreement may be terminated by the

Underwriters without liability on the part of the Underwriters, if,at or prior to the Closing Time:
The Bond Resolution, the Mayor's Certificate or this Bond Purchase
a)
shall
not be in full force and effect or shall have been supplemented,
Agreement

modified, amended or repealed, without the prior written consent of the Underwriters;
b) Any representation of the City contained in this Bond Purchase Agreement
or in any Closing Paper shall prove to be or to have been false in any material respect;
c) There shall be a material failure of any one or more of the conditions set
forth in Sections 4.1,4.2 or 4.3 of this Bond Purchase Agreement;

Litigation or an administrative proceeding or investigation shall be

pending or threatened affecting, contesting, questioning or seeking to restrain or enjoin (i)
d)

the powers or the valid existence of the City or the titles of its officers to their respective
offices or i
( i)contesting the validity or affecting the enforceability of the Series 2011
Bonds, the Bond Resolution, the Mayor's Certificate,

or

the Basic Documents

or

contesting the power or the City to execute and deliver such documents or to consummate
the transactions contemplated therein or in the Official Statement or apply the proceeds
of the Series 2011 Bonds as contemplated therein, or i
( ii)contesting in any way the
completeness or accuracy of the Official Statement, or (iv)wherein an unfavorable
decision, ruling or finding would, in the judgment of the Underwriters, materially and
adversely affect the validity or enforceability of the Series 2011 Bonds, the Bond
Resolution, the Mayor's Certificate or the Basic Documents;
Legislation (other than the American Jobs Act of 2011 or the Debt
Reduction Act of 2011 in the form recommended to Congress by the President of the
United States in September 2011) shall have been introduced in or enacted by the
e)

Congress of the United States or enacted by the State, or legislation pending in the
Congress of the United States shall have been amended, or legislation shall have been
recommended to the Congress of the United States or otherwise endorsed for passage (by
press release, other form of notice or otherwise) by the President of the United States, the
Treasury Department of the United States, the Internal Revenue Service or the Chairman
or ranking minority member of the Committee on Finance of the United States Senate or

the Committee on Ways and Means of the United States House of Representatives, or
legislation shall have been proposed for consideration by either such committee, by any
member thereof, or legislation shall have been favorably reported for passage to either
House of Congress of the United States by a committee of such House to which such
legislation has been referred for consideration, or a decision shall have been rendered by
a court of the United States or the State, including the Tax Court of the United States, or a
ruling shall have been made or a regulation shall have been proposed or made or a press
release or other form of notice shall have been issued by the Treasury Department of the
12
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United States, or the Internal Revenue Service or other federal or State authority, with

respect to federal or State taxation upon revenues or other income of the general character
to be derived by the City or by any similar body, or upon interest on obligations of the
general character of the Series 2011 Bonds, which may have the purpose or effect,
directly or indirectly, of materially and adversely affecting the City, its property or
income, its securities (including the Series 2011 Bonds)or the interest thereon, or any tax
exemption granted or authorized by the State or, which in the opinion of the Underwriter,
affects materially and adversely the market for the Series 2011 Bonds, or the market price
generally of obligations of the general character of the Series 2011 Bonds;
f) Any action by or on behalf of the Securities and Exchange Commission or
a court shall occur which would require registration of any Series 2011 Bonds under the
Securities Act of 1933, as amended, or the qualification of the Bond Resolution under the
Trust Indenture Act of 1939, as amended;

g) Any material restriction not presently in force on trading in securities

generally, or any banking moratorium shall occur, which, in the judgment of the
Managing Underwriter, substantially impairs the marketability of the Series 2011 Bonds;

h) The outbreak or escalation of war or hostilities involving the United States

or any national or international calamity or crisis, financial or otherwise, including a
general suspension of trading on any national securities exchange, which shall occur, if
the effect of any such event, in the judgment of the Managing Underwriter, materially
and adversely affects the public offering or the delivery of the Series 2011 Bonds;
i) There shall occur any adverse change in the operations, properties or

financial condition of the City from that described in the Official Statement, which, in the
reasonable judgment of the Underwriters, is material and makes it inadvisable to proceed
with the sale of the Series 2011 Bonds; or

j) Any event or condition shall exist or occur which, in the judgment of the

Underwriters, renders untrue or incorrect, in any material respect as of the time to which
the same purports to relate, the information contained in the Official Statement or which
requires that information not reflected therein be included therein in order to make the

statements and information contained therein not misleading in any material respect as of
such time.

k) Any national securities exchange, or any governmental authority shall

impose, as to the Series 2011 Bonds, any material restrictions not now in force, with
respect to the extension of credit by, or the charge to the net capital requirements of, the
Underwriters.
SECTION 5.2. Payment
of
Y

Expenses.
p
P
The followingg costs and expenses
relatingg to the

transactions contemplated or described in this Bond Purchase Agreement shall be borne and paid
by

the

City regardless of whether

the transactions herein

contemplated shall close: printing of

Series 2011 Bonds; printing or copying of Closing Papers (including the Preliminary Official
Statement and the Official Statement) in such reasonable quantities as the Underwriters may
13
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request; fees and disbursements of Bond Counsel; fees and disbursements of the City's Financial
Advisor, the Certified Public Accountant, the Bond Registrar, Paying Agent and Escrow Agent,

fees of the verification agent; fees and expenses of the City of Gulf Breeze loan pool, its advisors
and its counsel, and fees of the

the fees and

rating agencies. The Underwriters shall pay (i)

disbursements of Underwriters' Counsel; ii)

( all advertising expenses in connection with the
2011
of
the
Series
Bonds;
and (iii)all other expenses incurred by them in
public offering
connection with their public offering and distribution of the Series 2011 Bonds.

Except as otherwise provided above, the City and the Underwriters shall each bear the
costs and expenses incident to the performance of their respective obligations under this Bond
Purchase Agreement.
ARTICLE VI

MISCELLANEOUS
SECTION 6.
1. Parties In Interest; Survival of

Representations.

This Bond Purchase

Agreement is made solely for the benefit of the City and the Underwriters, and no other person,
partnership, association or corporation, including but not limited to owners of the Series 2011
Bonds or beneficial interests therein, shall acquire or have any rights hereunder or by virtue
hereof. All representations and agreements in this Bond Purchase Agreement shall remain
operative and in full force and effect regardless of any investigation made by or on behalf of any
Party and shall survive the delivery of and payment for the Series 2011 Bonds.
SECTION 6.
2. Notices.

All

notices, demands, certificates or other communications

other than the Closing Papers) under this Bond Purchase Agreement shall be sufficiently given
and shall be deemed given when hand delivered or when mailed by certified or registered mail,
or by electronic communications with the original
prepaid
P
telegram,
g
postage p re P aid, or by p
forwarded by certified or registered mail, postage prepaid, with proper address as indicated
below:
To the

City:

City of Miami Beach

1700 Convention Center Drive

Miami Beach, Florida 33139

Attention: Chief Financial Officer

cc: City Attorney

Phone: 305)
(
673 7
- 466
305)673 7
- 795

Fax:

E Mail:
twalker a miamibeachfl.gov
To the Underwriters:

Morgan Keegan & Company, Inc.

2800 Ponce de Leon Blvd.,Suite 1300
Coral Gables, FL 33134

Attention: Percy R. Aguila, Jr.,Managing Director

Phone: 305)
(
460 2752
Fax:
306)446 6688
-

Email: com
percy.
aguila@morgankeegan.

14
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3. Amendment.
SECTION 6.

No modification, alteration or amendment to this Bond

Purchase Agreement shall be binding upon any Party until such modification, alteration or
amendment is reduced to writing and executed by all Parties.
4. Governing Law.
SECTION 6.

The laws of the State of Florida shall govern this Bond

Purchase Agreement.

The captions or headings in this Bond Purchase Agreement are

for convenience only and in no way define, limit or describe the scope or intent of any of the
SECTION 6.
5. Captions.

provisions of this Bond Purchase Agreement.

This Bond Purchase Agreement may be signed in any

number of counterparts with the same effect as if the signatures thereto and hereto were upon the
SECTION 6.
6. Counterparts.

same instrument.

If any provisions of this Bond Purchase Agreement shall be

held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular
case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts
with any other provision or provisions hereof or any constitution or statute or rule of public
policy, or for any other reason, such circumstance shall not have the effect of rendering the
provision in question inoperative or unenforceable in any other case or circumstance, or of
rendering any other provision or provisions herein contained invalid, inoperative, or
unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences,
clauses or sections in this Bond Purchase Agreement contained, shall not affect the remaining
portions of this Bond Purchase Agreement, or any part thereof.
SECTION 6.
7. Severability.

Rights of Managing Underwriter. The Managing Underwriter, on behalf

of the Underwriters, being duly authorized so to do, shall have the power to enter into this Bond
SECTION 6.8

Purchase Agreement, to consent to any amendments hereto, to agree to the interpretation of the
provisions hereof and to waive any preconditions to Closing hereunder.
SECTION 6.9. Effective Time of this Bond Purchase

Agreement.
Agreement shall be effective and binding upon its execution and delivery.
IN

WITNESS

This Bond Purchase

WHEREOF, the parties hereto have executed this Bond Purchase

Agreement as of the day and year set forth beneath each signature.
The City:
CITY OF MIAMI BEACH, FLORIDA

By:

Matti Herrera Bower, Mayor

15
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The Underwriters:
MORGAN KEEGAN & COMPANY, INC.

on behalf of itself and the Underwriters

By:

Percy R.Aguila, Jr.,Managing Director

16
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EXHIBIT A

MATURITIES, AMOUNTS, INTEREST RATES AND YIELDS

Series 2011 Serial Bonds

Maturity Date
September 1)

Principal

Interest

Amount

Rate

Term Bonds
Term Bonds
Term Bonds

Yield
maturing September 1, 20
Yield
20
maturing September 1,
maturing September 1, 20_Yield
-

A1
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Yield

REDEMPTION PROVISIONS

Optional Redemption

The Series 2011 Bonds maturing September 1, 20_

and thereafter shall be subject to
redemption prior to their maturity, at the option of the City, on or after September 1, 20, as a
whole or in part at any time, and if in part as selected by the City among maturities and by lot
within a maturity, at a redemption price of 100%
of the principal amount thereof, plus accrued
interest from the most recent interest payment date to the redemption date, without premium.]

Mandatory Sinking Fund Redemption

are subject to mandatory sinking
maturing September 1, 20
fund redemption prior to maturity, in part and selected by lot, at a redemption price of 100%
of
the principal amount thereof, on September 1, 20_
and on each September 1 as set forth below
in the following principal amounts:
The Series 2011 Bonds

Redemption Date
cSeptember 1)

Principal
Amount

Maturity

The Series 2011 Bonds

maturing September 1, 20
are subject to mandatory sinking
fund redemption prior to maturity, in part and selected by lot, at a redemption price of 100%
of
the principal amount thereof, on September 1, 20
and on each September 1 as set forth below
in the following principal amounts:

Redemption Date
September 1)

Principal
Amount

Maturity

The Series 2011 Bonds maturing September 1, 20_

are subject to mandatory sinking
fund redemption prior to maturity, in part and selected by lot, at a redemption price of 100%
of
the principal amount thereof, on September 1, 20_
and on each September 1 as set forth below
in the following principal amounts:

A2
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-

Principal

Redemption Date
September 1)

Amount

Maturity

A3
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EXHIBIT B

2011

To:

Morg an Keegan & Company, Inc.

as Representative of the Underwriters

Coral Gables, Florida
Re:

City of Miami Beach, Florida

General Obligation Refunding Bonds, Series 2011

We have served as bond counsel to our client City of Miami Beach, Florida (the "City ")
and not as counsel to any other person in connection with the issuance by the City of its
City of Miami Beach, Florida General Obligation Refunding Bonds, Series
2011 the
(
"Series 2011 Bonds "), dated the date of this letter.

We have rendered on this date our legal opinion as bond counsel concerning the Series
"
Opinion "). This supplemental opinion letter is rendered pursuant to
Legal
2011 ( the
Section vi)(
of the Bond Purchase Agreement, dated
4.
2(
b)
Purchase Agreement "), among the City and Morgan Keegan & Company, Inc.,on its own
the "Underwriters "). Capitalized
(
behalf and on behalf of the other underwriters collectively,
terms not otherwise defined in this letter are used as defined in the Purchase Agreement.
2011 Bonds t(he

In our capacity as bond counsel, we have examined the transcript of proceedings relating
to the issuance of the Series 2011

Bonds, the Bond Resolution and such other documents,

matters and law as we deem necessary to render the opinions and advice set forth in this letter.

The Underwriters may rely on the Legal Opinion as if addressed to them.

Based on that examination and subject to the limitations stated below, we are of the

opinion that under existing law, the Series 2011 Bonds are exempt from registration under the
Securities Act of 1933, as amended, and the Bond Resolution is exempt from qualification under
the Trust Indenture Act of 1939, as amended.

We also advise you that the statements in the Official Statement under the captions
INTRODUCTION,"PLAN
"
OF REFUNDING,"THE
"
BONDS" other
(
than the information
under the caption "Book Entry
Only System "), "SECURITY FOR THE BONDS" and
CONTINUING DISCLOSURE,"insofar as such statements describe certain provisions of the
Bond Resolution, the Series 2011 Bonds and the Disclosure Dissemination Agent Agreement,
and the statements under the caption "TAX MATTERS,"are accurate and fairly present the
information purported to be shown.
The

opinions and advice

stated above

are

based

on

an

analysis

of

existing laws,

regulations, rulings and court decisions and cover certain matters not directly addressed by such
B1
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Morgan Keegan & Company, Inc.,

as representative
2011

Page 2

In rendering all such opinions, we assume, without independent verification, and

rely upon: i)
( the accuracy of the factual matters represented, warranted or certified in the
authorities.

proceedings

and documents

we

have examined, and (ii)the due and

legal authorization,

execution and delivery of those documents by, and the valid, binding and enforceable nature of
those documents upon, any parties other than the City.
This letter is furnished to the Underwriters solely for their benefit in their capacity as
Underwriters in connection with the original issuance of the Series 2011 Bonds and may not be
relied upon for any other purpose or by any other person, including the holders, owners or
beneficial owners of the Series 2011 Bonds. The opinions and advice in this letter are stated

only as of this date, and no other opinion or advice shall be implied or inferred as a result of
anything

contained in

or

omitted from this letter.

Our engagement as bond counsel with respect

to the Series 2011 Bonds has concluded on this date.

Respectfully submitted,

B2
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EXHIBIT C

2003

Morgan Keegan & Company, Inc.,

as Representative of the Underwrites
Coral Gables, Florida
Re:

City of Miami Beach, Florida

General Obligation Refunding Bonds, Series 2011

Ladies and Gentlemen:

I am the City Attorney for the City of Miami Beach, Florida and have served in such
capacity in connection with the issuance of the above -captioned bonds (the "Bonds ") and related
transactions. This opinion is furnished pursuant to the Bond Purchase Agreement dated July 11,
2003 (the Bond
Purchase Agreement ") among the City of Miami Beach, Florida (the City'),
"
"
and Morgan Keegan & Company, Inc.,on its own behalf and on behalf of the other underwriters
named therein collectively,
(
the "Underwriters "). All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Bond Purchase Agreement.
I have reviewed such documents and instruments as I deemed necessary to render the
requested opinion. Based upon examination of such documents and matters of law as I have

determined relevant for the purposes of rendering this opinion, and subject to the reservations set
forth herein, I am of the opinion that:
1.

The City is a municipal corporation in the State of Florida, duly organized and

validly existing under the constitution and laws of the State of Florida.
2.

The City is authorized by the laws of the State of Florida to execute and deliver

the Bonds, the Basic Documents and the Official Statement and to perform its obligations
thereunder or as described therein.
3.

The Bond Resolution has been duly adopted and the execution and delivery by the
City of the Bonds, the Basic Documents and the Official Statement, and the performance of its
obligations thereunder or as described therein, for and in the name of the City, have been duly
authorized by the City.
4.

The

has

duly authorized the distribution of the Preliminary Official

Statement by the Underwriters, has duly approved and executed the Official Statement and has
City

duly authorized the distribution thereof by the Underwriters in connection with the public
offering of the Bonds.

C1
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The Bonds and the Basic Documents have been duly executed and delivered by

5.

r
ins the
the City and constitute valid and legally binding obligations of the City enforceable
against

CityY in accordance with their respective

p
terms.

To the best of my knowledge, no authorization, approval, consent, license or other

action of any court or public or governmental or regulatory authority having jurisdiction over the
City that has not been obtained is or will be required for the issuance and sale of the Bonds or the
valid and lawful authorization, execution and delivery of, or consummation by the City of the
6.

other transactions

contemplated
p

b Y the Basic Documents and the Official Statement; however,

no opinion is given regarding compliance with the registration requirements of state and federal
securities laws.
7.

The adoption by the City of the Bond Resolution and the execution and delivery
by the City of the Bonds, the Basic Documents and the Official Statement and compliance on the
City's part with the provisions contained or described therein, will not conflict with, violate or
constitute a breach of or a default under (a)any existing law, court or administrative regulation,
order or decree, or (b)any commitment, mortgage, lease, indenture, agreement, contract or
instrument to which the City is a party or by which it or any of its properties is bound.
8.

There is no action, suit, proceeding, inquiry or investigation, at law or in equity,

before or by any court, governmental agency, public board or body pending or, to the best of my
knowledge, threatened against the City affecting, contesting, questioning or seeking to restrain or
enjoin any of the following: i)
( the powers or the valid existence of the City or the titles of its
officers to their respective offices, or (ii)any of the proceedings had or actions taken leading up
to the sale, issuance and delivery of the Series 2011 Bonds or the execution, delivery or
performance of the Bond Purchase Agreement, or (iii)the delivery, validity or enforceability of
the Bonds or the Basic Documents or contesting the power of the City to execute and deliver
such documents (to the extent applicable) or to consummate the transactions contemplated
therein or in the Official Statement, or (iv)contesting in any way the completeness or accuracy
of the Official Statement, or (v)wherein an unfavorable decision, ruling or finding would
materially and adversely affect the validity or enforceability of the Bonds, the Bond Resolution
or the Basic Documents; or (vi)which would have a material adverse effect upon the levy and
collection of the ad valorem taxes pledged to the payment of the Series 2011 Bonds.
9.

Without

completeness

having

undertaken

to

of the information in the Official

determine

independently

the

accuracy

or

Statement, the statements and information

relating to the City, the Basic Documents and the Bonds, including the application of the
proceeds thereof, set forth in the Official Statement (except for the financial statements and other
financial and statistical data included therein, the information contained in the sections entitled
THE BONDS Book Entry
-

Only System"and "UNDERWRITING"or the price of or yield on

the Series 2011 Bonds appearing on the cover page, as to which no opinion is expressed) did not
on the date of the Official Statement, and do not on the date hereof, contain any untrue statement
of material fact or omit to state any material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.
The foregoing is based solely on facts and laws existing on the date hereof and no
opinion

is

expressed

as

of any other date.

The only opinions contained herein shall be those

C2
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expressly stated as such, and no opinion shall be implied or inferred as a result of anything
contained herein or omitted herefrom.

I am an attorney admitted to practice in the State of Florida and my opinion is limited to

matters of Florida law and Federal law.

All opinions as to the enforceability of the legal obligations of the City set forth herein
are subject to and limited by bankruptcy, insolvency, reorganization, moratorium, and similar
laws in each case relating to or affecting the enforcement of creditors' rights generally, and
subject to the enforceability thereof, to the exercise of judicial discretion, in accordance with the
general principles of equity.

This opinion has been rendered for the benefit solely of the addressees hereof and may
not be used, circulated, quoted or otherwise referred to or relied upon by any other person for
any purpose, except that reference to it may be made in the list of closing documents prepared in
connection with the Bonds.

Very truly yours,

Jose Smith

City Attorney

C3
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EXHIBIT D
2003

Morgan Keegan & Company, Inc.,

as Representative of the Underwrites
Coral Gables, Florida
Re:

City of Miami Beach, Florida

General Obligation Refunding Bonds, Series 2011

Ladies and Gentlemen:

We have acted as counsel to the Underwriters in connection with the purchase by Morgan
Keegan & Company, Inc.,on its own behalf and on behalf of the other underwriters
collectively, the "Underwriters ") of the above -captioned bonds (the "Series 2011 Bonds ")
identified in the Bond Purchase Agreement dated November 16, 2011 (the B
" ond Purchase
Agreement ") between the Underwriters and the City of Miami Beach, Florida. In that capacity,
inions Capitalized
we hereby deliver the followin
following oopinions.
terms not defined herein shall have the
p
meanings ascribed to them in the Bond Purchase Agreement.
We are of the opinion that the Series 2011 Bonds constitute exempt securities within the
of the Securities Act of 1933, as amended (the "1933 Act "), and it is
3(
a)(
meaning of Section 2)
not necessary in connection with the sale of the Series 2011 Bonds to the public to register the
Series 2011 Bonds under the 1933 Act, or to qualify the Bond Resolution under the Trust
Indenture Act of 1939, as amended.

In our capacity as counsel to the Underwriters, we participated in the preparation of the

Official Statement dated October 21, 2011 (the "Official Statement ") relating to the Series 2011
Bonds. Although we do not express an opinion, and do not assume responsibility for, the

accuracy, completeness or fairness of the statements contained in the Official Statement, based
upon the information made available to us as counsel for the Underwriters in the course of our
participation in the preparation of the Official Statement, and without having undertaken to
determine independently the accuracy, completeness or fairness of the statements contained in
the Official Statement, nothing has come to our attention that would cause us to believe that the
Official Statement (except for the information under the caption THE
BONDS - Book Entry
"
-

Only System" and the statistical and financial data included in the Official Statement, including
the appendices thereto, as to which no opinion is expressed),as of its date, or as of the date
hereof, contained or contains any untrue statement of material fact or omitted or omits to state a
material fact required to be stated therein or necessary to make the statements made therein, in
light of the circumstances under which they were made, not misleading.

We are also of the opinion that the Disclosure Dissemination Agent Agreement satisfies,
in all material respects, the requirements set forth in Rule 15c2-5)(
12(
b)(
i)
of the Securities and
Exchange Commission, which requires an undertaking for the benefit of the holders, including
beneficial owners of the Series 2011 Bonds, to provide certain annual financial information and
event notices to various information repositories at the time and in the manner required by such
Rule.
D1
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-

Morgan Keegan & Co.,Inc.,

as representative
2011

Page 2

The opinions set forth herein are expressly limited to, and we opine only with respect to,
the laws of the State of Florida and the United States of America.

No one, other than the addressees named above, is entitled to rely upon the statements
made, and conclusions expressed, within this opinion.
Respectfully submitted,
GREENBERG TRAURIG, P.A.

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EXHIBIT E

UNDERWRITERS' TRUTH INBONDING AND

DISCLOSURE STATEMENT

2011

City of Miami Beach, Florida

Miami Beach, Florida
Re:

City of Miami Beach, Florida

General Obligation Refunding Bonds, Series 2011

The
General

(
City of Miami Beach, Florida the
"
City
") is proposing to issue its $
" onds ") for the purposes described in the
Obligation Refunding Bonds, Series 2011 ( B

Official Statement.
years. At

The Bonds are expected to be repaid over a period of approximately

total interest paid over the life of the

forecasted true interest rate of

Bonds will be $

The source of repayment for the Bonds is ad valorem taxes to be levied and collected
solely for the payment of the Bonds. The voted millage to be used to pay the Bonds would not be
available to pay for other projects or services in the City.

In addition, pursuant to the provisions of Sections 6),

218.385( Florida Statutes, the
following disclosure is made:
a)

The nature and estimated amounts of expenses to be incurred by Morgan Keegan

Company, Inc., Estrada Hinojosa & Company, Inc. and First Southwest Company
collectively, the "Underwriters ") in connection with the purchase and re-offering of the Bonds
are set forth in Schedule A attached hereto.
No person has entered into
to the knowledge of Morgan Keegan &

b)

an

understanding

with

Morgan Keegan & Co, Inc.,or

Company, Inc.,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

Morgan Keegan & Company, Inc.,for the purpose of

influencing any transaction in the purchase of the Bonds. Exhibit A to this Statement sets forth
separate similar representations by Estrada

Hinojosa & Company, Inc. and First Southwest

Company.
c)

The underwriting spread (i.

e.,the difference between the price at which the Bonds

will be initially offered to the public by the Underwriters and the price to be paid to the City for

the

Bonds)will be $

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or

of the principal amount of the Bonds.

E1
-

City of Miami Beach, Florida

2011

Page 2
paragraph c) above includes a
takedown/concession of $
1,
000 of Bonds) and Underwriters' expenses of
of
1,
000
Bonds). The
[
underwriting spread includes a management fee of
1,
000 of Bonds).]The underwriting spread does not include a
management fee.]
d)

The

underwriting

spread

set

forth

in

No other

fee, bonus or other compensation is estimated to be paid by the

Underwriters in connection with the issuance of the Bonds to any person not regularly employed
or retained by the Underwriters i(ncluding any f" inder"as defined in Section 218.386 1
( )a),
(
Florida Statutes), except as specifically enumerated as expenses to be incurred by the

e)

Underwriters as set forth in Schedule A.

The name and address of each of the Underwriters is:

Morgan Keegan & Company, Inc.

2800 Ponce de Leon Blvd.,Suite 1300
Coral Gables, FL 33134
Estrada

Hinojosa & Company, Inc.

2937 SW 27th Avenue, Suite 200B
Miami, FL 33133
First Southwest

18851 NE 29th Avenue, Suite 520

Aventura, FL 33180

We understand that you do not require any further disclosure from the Underwriters
pursuant to Section 6),
218.385(Florida Statutes.

Very truly yours,

MORGAN KEEGAN &

COMPANY, INC.,

Representative of the Underwriters

By:

Percy R. Aguila, Jr.,Managing Director

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Schedule A

City of Miami Beach, Florida

General Obligation Refunding Bonds, Series 2011
Underwriters' Expenses
Per Bond

Underwriter's Counsel
SIFMA

Dalcomp
DTC
CUSIP

Day Loan
Travel and out of- pocket
Total Underwriters Expenses

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Amount

Exhibit A

City of Miami Beach, Florida

General Obligation Refunding Bonds, Series 2011
CERTIFICATE OF CO-UNDERWRITER

undersigned, a duly authorized representative

the City of Miami Beach, Florida (the "City ")that:

The

certify

to

does hereby

or to the
understanding with
knowledge of
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
for the purpose of influencing any transaction in the purchase of
the Bonds. Terms used herein in capitalized form and not otherwise defined herein shall have the
meaning ascribed thereto in said Bond Purchase Agreement, dated November 16, 2011.

1.

No person has entered

of

into

an

IN WITNESS WHEREOF, the undersigned has hereunto set their hands for and on
2011.
as of this
day of

behalf of the

CO-UNDERWRITER]

By:

MIA 756v29
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29
- 11
-

MIA 756v2
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- 11
-

201 I

PRELIMINARY OFFICIAL_STATEMENT DA FED

RATINGS: Moody's: "

Standard & Poor's: "

NEW ISSUE BOOK ENTRY ONLY

In the opinion of Squire, Sanders & Dempsey (US) LLP, Bond Counsel, under existing law (i)
assuming continuing compliance with certain
covenants and the accuracy of certain representations, interest on the Bonds is excluded from gross income for federal income tax purposes and is
not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, and (ii)the 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
net income and franchise taxes imposed by Chapter 220, Florida Statutes, as amended. Interest on the Bonds may be subject to
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, see "TAX MATTERS"herein.

amended, and
certain

CITY OF MIAMI BEACH,FLORIDA

General Obligation Refunding Bonds, Series 2011

Dated: Date of

The

Due: September 1, as shown below

Delivery

City of

Miami

" onds "), will be initially

Beach, Florida General Obligation Refunding Bonds, Series 2011 (the B

delivered in book entry

form, registered in the name of Cede &
York, which will act as securities depository for the Bonds.

Co.,as nominee of The Depository Trust Company, New York, New

Purchasers will not receive certificates representing their ownership
interest in the Bonds purchased. Interest on the Bonds will accrue from the date of their issuance and delivery and is payable
Only System." U.S.
semiannually on March 1, 2012 and each September 1 and March 1 thereafter. See "The Bonds Book Entry
Bank National Association, with a designated corporate trust office in Miami, Florida, is acting as Paying Agent and Bond Registrar
for the Bonds.

The Bonds are being issued to provide funds to (i)

pay the costs of refunding certain outstanding obligations of the City, and
ii)
pay the costs of issuance of the Bonds.
In each year in which the Bonds are outstanding there shall be assessed, levied and collected a tax, without limitation
as to rate or amount, on all taxable property within the City (excluding exemptions as provided by applicable law)sufficient in
amount to pay the principal of and interest on the Bonds as the same become due. Such tax shall be assessed, levied and
collected in the same manner and at the same time as other City taxes are assessed, levied and collected. THE FULL FAITH,
CREDIT AND TAXING POWER OF THE CITY HAVE BEEN PLEDGED FOR THE PAYMENT OF THE PRINCIPAL
OF AND INTEREST ON THE BONDS.
The Bonds

are

subject

to

redemption

as

provided in this Official Statement. See "The Bonds

Redemption Provisions."

MATURITIES, AMOUNTS, INTEREST RATES, YIELDS*

Serial Bonds
Maturity

Principal

Interest

September 1)

Amount

Rate

Price

or

Yield

Initial
CUSIP No.

2012
2013
2014
2015

2016
2017
2018
2019

2020
2021
2022
2023
2024

2025

Term Bonds due September 1, 2033 Yield

This cover page contains certain information for quick reference only. It is not a summary of the issue. Investors must read

the entire Official Statement to obtain information essential to making an informed investment decision.
matters

The Bonds are offered when, as and if issued and accepted by the Underwriters subject to the opinions on certain legal

relating

to

their issuance

ofSquire, Sanders & Dempsey (US)LLP, Miami, Florida, Bond Counsel. Certain legal matters will

be passed upon for the City by Jose Smith, City Attorney andfor the Underwriters by Greenberg Traurig, P.A.,Miami, Florida. RBC
Capital Markets, LLC has served as Financial Advisor to the City in connection with the issuance ofthe Bonds. It is expected that the
Bonds, in book entry
form, will be available for delivery in book entry
form through the facilities of DTC in New York, New York on
or

about

Estrada

2011.

Morgan Keegan
Hinojosa & Company, Inc.

Dated
Preliminary, subject to change

MIA 744v5
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2011

First Southwest Company

CITY OF MIAMI BEACH

MAYOR
Matti Herrera Bower

VICE MAYOR

Edward L.Tobin

CITY COMMISSION
Michael

Jorge Exposito
Jerry Libbin

Deede Weitho rn

CITY MANAGER

Jorge

Jonah Wolfson

Gongora

CITY ATTORNEY

M. Gonzalez

Jose Smith

CHIEF FINANCIAL OFFICER

Patricia Walker

CITY CLERK
Robert E. Parcher

FINANCIAL ADVISOR

RBC Capital Markets, LLC

BOND COUNSEL

Squire, Sanders & Dempsey (US)LLP

MIA 744v5
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DEALER, BROKER, SALESMAN OR OTHER PERSON HAS BEEN

AUTHORIZED BY THE CITY OR THE UNDERWRITERS TO GIVE ANY INFORMATION
NO

OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS

OFFICIAL STATEMENT, 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

IS

TO

NOT

BE

CONSTRUED AS A CONTRACT WITH THE PURCHASERS OF THE BONDS. 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

BONDS BY ANY PERSON IN ANY STATE IN WHICH IT IS UNLAWFUL FOR SUCH

PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE. THE INFORMATION SET

FORTH HEREIN HAS BEEN OBTAINED FROM THE CITY AND OTHER SOURCES

WHICH ARE BELIEVED TO BE RELIABLE, BUT IS NOT GUARANTEED AS TO

ACCURACY OR COMPLETENESS BY, AND IS NOT TO BE CONSTRUED AS A
REPRESENTATION

OF, THE UNDERWRITERS OR, AS TO INFORMATION FROM

OTHER SOURCES, THE CITY. THE INFORMATION AND EXPRESSIONS OF OPINION

HEREIN ARE SUBJECT TO CHANGE WITHOUT NOTICE AND NEITHER THE

DELIVERY OF THIS OFFICIAL STATEMENT NOR ANY SALE MADE HEREUNDER

SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE

HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CITY SINCE THE DATE HEREOF
OR THE EARLIEST DATE AS OF WHICH SUCH INFORMATION IS GIVEN.
THE UNDERWRITERS HAVE PROVIDED THE FOLLOWING SENTENCE FOR
INCLUSION

IN

THIS

OFFICIAL

STATEMENT.

REVIEWED THE INFORMATION IN THIS

THEIR

RESPONSIBILITIES

TO

THE

UNDERWRITERS

HAVE

OFFICIAL STATEMENT PURSUANT TO

INVESTORS

UNDER

THE

FEDERAL

SECURITIES

LAWS, BUT THE UNDERWRITERS DO NOT GUARANTEE THE ACCURACY OR

COMPLETENESS OF SUCH INFORMATION.

THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF

1933, AS AMENDED OR ANY STATE SECURITIES LAW NOR HAS THE RESOLUTION
BEEN

QUALIFIED

UNDER THE TRUST INDENTURE ACT OF

1939, IN RELIANCE
UPON EXEMPTIONS CONTAINED IN SUCH ACTS. 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 BONDS FOR SALE. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS

OFFICIAL

STATEMENT

IS BEING PROVIDED TO PROSPECTIVE

PURCHASERS EITHER IN BOUND PRINTED FORM (ORIGINAL
"
BOUND FORMAT ")
OR IN ELECTRONIC FORMAT ON THE FOLLOWING WEBSITE: WWW.
COM.
MUNIOS.

THIS OFFICIAL STATEMENT MAY BE RELIED UPON ONLY IF IT IS IN ITS ORIGINAL

BOUND

FORMAT

WEBSITE.

MIA 744v5
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168,

OR AS

PRINTED

IN

ITS

ENTIRETY

DIRECTLY

FROM

SUCH

THIS

OFFICIAL

STATEMENTS ".

ASSUMPTIONS

STATEMENT

THESE

AND

CONTAINS

STATEMENTS

ESTIMATES

ARE

WHICH

CERTAIN "FORWARD-LOOKING

BASED

ARE

UPON

SUBJECT

TO

NUMBER

OF

SIGNIFICANT

UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF THE CITY.

WORDS "MAY,"WOULD,"
ANTICIPATE,"
EXPECT,"
"
WILL,"
"
COULD,"
"
"
"
AND SIMILAR EXPRESSIONS ARE
ESTIMATE"
PLAN,"
"
"
BELIEVE,"INTEND,"
"
THE

MEANT

TO

IDENTIFY

THESE

FORWARD-LOOKING

STATEMENTS.

ACTUAL

RESULTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY

THESE FORWARD -LOOKING STATEMENTS.

REMAINDER OF PAGE INTENTIONALLY BLANK]

MIA 744v5
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TABLE OF CONTENTS

Page
INTRODUCTION

PLAN OF REFUNDING

ESTIMATED SOURCES AND USES OF FUNDS

THE BONDS

Description of the Bonds

Redemption Provisions
Book Entry
Only System
Registration, Transfer and Exchange

SECURITY FOR THE BONDS

AD VALOREM TAXATION

9
9

General

Property Assessment Procedures

Levy of Ad Valorem Taxes
Recent Property Tax Reform
Proposed Amendments
Voter Approved Debt

Millage

10
11
11

12
14

Rates

15

Tax Collection
DEBT SERVICE

20

REQUIREMENTS

FUTURE BOND SALES

20

LITIGATION

20

21

TAX MATTERS

Original

Issue Discount and

Original

Issue Premium

23

UNDERWRITING

24

FINANCIAL ADVISOR

24

RATINGS

24

LEGAL MATTERS

25

CONTINUING DISCLOSURE

25

CONTINGENT FEES

26

VERIFICATION OF MATHEMATICAL COMPUTATIONS

26

DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS

26

MISCELLANEOUS

26

CERTIFICATE CONCERNING THE OFFICIAL STATEMENT

26

ill
MIA 744v5
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APPENDIX A

GENERAL INFORMATION REGARDING THE CITY OF

MIAMI BEACH AND MIAMI DADE
COUNTY, FLORIDA

APPENDIX B

GENERAL PURPOSE FINANCIAL STATEMENTS FOR

FISCAL YEAR ENDED SEPTEMBER

30, 2010

B1
-

C1
-

APPENDIX C

THE RESOLUTION

APPENDIX D

FORM OF DISCLOSURE DISSEMINATION AGENT

APPENDIX E

FORM OF OPINION OF BOND COUNSEL

D1
-

AGREEMENT

iv
MIA 744v5
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A1
-

E1
-

OFFICIAL STATEMENT RELATING TO

CITY OF MIAMI BEACH,FLORIDA

General Obligation Refunding Bonds, Series 2011

INTRODUCTION

The purpose of this Official Statement, including the cover page and all appendices, is to
furnish information with respect to the issuance and sale by the City of Miami Beach, Florida
the C
" ity ") of $
aggregate principal amount of General Obligation Refunding
Bonds, Series 2011 t(he "Bonds ").
The Bonds

issued pursuant to Resolution No. 2011") on

"
City (the Commission

adopted by the
2011 (the
City
Mayor
Resolution ") and the Constitution and laws of the State of Florida, including, without limitation,
Article VII, Section 12 of the Constitution, Chapters 166, Florida Statutes, as amended, Sections
132.33 -132.47, Florida Statutes, as amended, and the City of Miami Beach Charter, as amended
the "Act ").
and

are

being

Commission of the

On September 17, 1999, the Commission adopted (i)

Resolution No. 99 23299
calling for
on
election
November
to
1999,
2,
special
submit to the electorate of the City a bond
referendum to decide whether the City should be authorized to issue not exceeding $000
9,
720,in
amount
of
bonds
(
Fire
Bonds
") to
General
the "
principal
Safety
Obligation
general obligation
renovate, expand and improve fire stations and related facilities located in the City and acquire
and equip fire trucks; ii)
( Resolution No. 99 23300
calling for a special election on November 2,
1999 to submit to the electorate of the City a bond referendum to decide whether the City should
be authorized to issue not exceeding $000
24,
830, in principal amount of general obligation
bonds (the "Parks and Beaches General Obligation Bonds ") to improve recreational facilities and
equipment, access, security and related maintenance facilities for parks and beaches located in
the City; and (iii)Resolution No. 99 23301
calling for a special election on November 2, 1999
to submit to the electorate of the City a bond referendum to decide whether the City should be
a

authorized to issue not exceeding $000

57,
915, in principal amount of general obligation bonds
the N
" eighborhood General Obligation Bonds" and, together with the Fire Safety General
Obligation Bonds and the Parks and Beaches General Obligation Bonds, the "General Obligation
Bonds ") to improve neighborhood infrastructure in the City, consisting of streetscapes and traffic
calming measures, shoreline stabilization and related maintenance facilities.

At such special elections on November 2, 1999, the issuance of the General Obligation
Bonds was approved by the electorate of the City in accordance with the applicable laws of the
State of Florida.

Preliminary, subject to change.

1
MIA 744v5
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On July 3, 2000, the City issued $000

30,
000, in aggregate principal amount of the
General Obligation Bonds consisting of (i)
9,
000
030,
$in principal amount of the Fire Safety
General Obligation Bonds, ii)
( 230,$
000 in principal amount of the Parks and Beaches General
Obligation Bonds, and (iii)000
11,
$740, in principal amount of the Neighborhood General
Obligation Bonds, currently outstanding in the aggregate principal amount of 000
1
$ 8,
710,
" eries 2000 General Obligation Bonds "), by borrowing funds from the loan
collectively, the S
" ulf Breeze ") pursuant to two
established
by the City of Gulf Breeze, Florida ( G
pool program

loans made by Gulf Breeze to the City thereunder (each, a "Gulf Breeze Loan"and collectively,
as more particularly described in the related loan agreements and

the "Gulf Breeze Loans "),

governmental unit notes.

On July 22, 2003, the City issued $000

62,
465, in aggregate principal amount of the
General Obligation Bonds consisting of (i)
690,000
$
in principal amount of the Fire Safety
General Obligation Bonds, ii)
( 000
15,
$
600, in principal amount of the Parks and Beaches
General Obligation Bonds, and (iii)000
46,
$175, in principal amount of the Neighborhood
General Obligation Bonds, designated "City of Miami Beach, Florida General Obligation Bonds,
Series

2003," currently outstanding in the aggregate principal

amount

of $
49,
000
570,

collectively, the "Series 2003 General Obligation Bonds ").

The City is issuing the Bonds for the purposes of: i)

( refunding all or a portion of the
Series 2000 General Obligation Bonds and or
/ all or a portion of the Series 2003 General
pay the costs of issuance of the Bonds. In this Official Statement, the
Obligation Bonds; and (ii)
Series 2000 General Obligation Bonds to be refunded are referred to as the Refunded Series
2000 General Obligation Bonds and the Series 2003 General Obligation Bonds to be refunded
are referred to as the Refunded Series 2003 General Obligation Bonds.
The Bonds will be payable from ad valorem taxes assessed, levied and collected, without
limitation as to rate or amount, on all taxable property within the corporate limits of the City
excluding exemptions as provided by applicable law). Such taxes shall be in addition to all
other taxes collected and shall be in an amount sufficient to pay the principal
rinci al of and interest on
the Bonds as the same shall become due. The full faith, credit and taxing power of the City have
been irrevocably pledged to the punctual payment of the principal of and interest on the Bonds as
the same shall become due and payable. See "AD VALOREM TAXES"herein.
For a complete description of the terms and conditions of the Bonds, reference is made to
proceedings authorizing the issuance of the Bonds. The description of the Bonds and of the
documents authorizing and securing the same contained herein constitute summaries of certain
provisions thereof, and do not purport to be comprehensive or complete. Reference is made to
the

the Resolution, a copy of which is attached hereto as Appendix C, and to such other documents,
copies of which are on file at the offices of the City, for a more complete description of such
provisions.
PLAN OF REFUNDING

On the date of original issuance and delivery of the Bonds, the City will deposit a portion
of the proceeds of the Bonds with U.S. Bank National Association, as Escrow Agent (the
Escrow Agent ") for deposit to the credit of a special and irrevocable trust fund t(he Escrow
"
2
MIA

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744v5
168,

Deposit

Trust Fund ")

established pursuant to the Escrow Deposit Agreement dated as of

1, 2011 (the "Escrow

respect

to the

refunding,

Agreement ") between the City and the Escrow Agent with
redemption of the Refunded Series 2003 General

defeasance and

These proceeds will be invested in United States Treasury obligations t(he

Government Obligations, until applied, together with any proceeds remaining uninvested to pay
the principal of and interest on the Refunded Series 2003 General Obligation Bonds to their
redemption date, September 1, 2013, as required under the Escrow Agreement.
Obligation

Bonds.

Upon the deposit of such proceeds in the Escrow Deposit Trust Fund and the direction to
give certain notices of defeasance and redemption in connection with the refunding of the
Refunded Series 2003 General Obligation Bonds, in the opinion of Bond Counsel, rendered in
Moore, Inc. described under
VERIFICATION OF MATHEMATICAL COMPUTATIONS" herein, the Refunded Series

reliance upon the verification report of

2003

General

provisions

Obligation Bonds

shall

Causey Demgen &

no

of the resolution pursuant to which

longer be
they were

deemed to be

outstanding

under the

issued (the "2003 Resolution ") and shall

cease to be entitled to any lien, benefit or security under the 2003 Resolution, but shall thereafter
be secured solely by the amounts and securities credited to the Escrow Deposit Trust Fund.
On the date of original issuance and delivery of the Bonds, the City will pay a portion of
the proceeds of the Bonds to, or for the account of, Gulf Breeze, which proceeds will be used to
prepay the outstanding principal of and interest on the Refunded Series 2000 General Obligation
Bonds on such date.

ESTIMATED SOURCES AND USES OF FUNDS

The following table sets forth the estimated sources and uses of funds from the proceeds
of the Bonds:
Sources of Funds

Principal Amount of Bonds

Net Original Issue Premium/Discount
Total Estimated Sources of Funds
Uses of Funds

Deposit to Escrow Deposit Trust Fund for Refunded Series 2003

General Obligation Bonds
Prepayment of Refunded Series 2000 General Obligation Bonds
Cost of Issuance, including Underwriters' Discount
Total Estimated Uses of Funds

3
MIA 744v5
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THE BONDS

Description of the Bonds

The Bonds will bear interest at the rates and mature in the amounts and on the dates as set
forth

on

the

cover

page of this Official Statement. The Bonds will be dated the date of their

original issuance and delivery and will bear interest therefrom payable semi -annually on March 1
and

September

1 of each year, commencing March

1, 2012, until maturity. U.S. Bank National

Association, with a designated corporate trust office in Miami, Florida, is acting as Paying Agent
and Bond Registrar for the Bonds.

Interest on the Bonds shall be paid by check or draft drawn upon the Paying Agent and
mailed to the registered owners of the Bonds at the addresses as they appear on the registration
books maintained by the Bond Registrar at the close of business on the 15th day (whether or not
a business day) of the month next preceding the interest payment date (the R
" ecord Date "),
irrespective of any transfer or exchange of such Bonds subsequent to such Record Date and prior
to such interest payment date, unless the City shall be in default in payment of interest due on
such interest payment date; provided, however, that (i)
if ownership of Bonds is maintained in a
book entry
only system by a securities depository, such payment may be made by automatic
funds transfer w
( ire)to such securities depository or its nominee or i
( i)if such Bonds are not

maintained in a book entry

only system by a securities depository, upon written request of the
holder of $
10
000
,00, or more in principal amount of Bonds, such payments may be made by
wire transfer to the bank and bank account specified in writing by such holder on or prior to the
Record Date s
( uch bank being a bank within the continental United States),if such holder has
advanced to the Paying Agent the amount necessary to pay the cost of such wire transfer or
authorized the Paying Agent to deduct the cost of such wire transfer from the payment due such
holder. In the event of any default in the payment of interest, such defaulted interest shall be
payable to the persons in whose names such Bonds are registered at the close of business on a
special record date for the payment of such defaulted interest as established by notice deposited
in the U.S.mails, postage prepaid, by the Paying Agent to the registered owners of the Bonds not
less than fifteen (15)days preceding such special record date. Such notice shall be mailed to the
persons in whose names the Bonds are registered at the close of business on the fifth (5th)day
whether or not a business day)preceding the date of mailing.
Redemption Provisions

Optional Redemption. The Bonds maturing on or prior to September 1, 20 shall not be

to redemption prior to their maturity. The Bonds maturing on or after September 1,
20
and thereafter shall be subject to redemption prior to their maturity, at the option of the
City, on or after September 1,20,as a whole or in part at any time, and if in part as selected by
the City among maturities and by lot within a maturity, at a redemption price of 100%
of the
principal amount thereof plus accrued interest from the most recent interest payment date to the
subject

redemption date.

Mandatory Redemption. The term Bonds maturing on September 1, 2033 are subject to
mandatory sinking fund redemption prior to maturity, in part and selected by lot, at a redemption

4
MIA

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744v5
168,

price of 100%
of the principal amount thereof, on September 1 in each of the following years and
principal amounts:
Date

Principal Amount

September 1)
2026

2027
2028
2029

2030
2031
2032

2033*

Maturity.

Notice of call redemption is to be given by mailing a copy of the redemption notice by

deposit in the U.S. mails at least thirty days (30)but not more than sixty (60)days prior to the
redemption date to all registered owners of the Bonds or portions of the Bonds to be redeemed at
their addresses shown on the registration books maintained by the Bond Registrar, or any
successor Bond Registrar appointed by the City pursuant to the Resolution. Failure to mail any
such notice to a registered owner of a Bond, or any defect therein, shall not affect the validity of
the proceedings for the redemption of any Bond or portion thereof with respect to which no
failure or defect occurred. All such Bonds called for redemption and for the retirement of which
funds are duly provided will cease to bear interest on such redemption date.
Book Entry
Only System
THE INFORMATION IN THIS SECTION CONCERNING DTC AND DTC'S BOOK ENTRY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE CITY BELIEVES

TO BE RELIABLE, BUT THE CITY DOES NOT TAKE ANY RESPONSIBILITY FOR THE
ACCURACY THEREOF.
The

Depository

Trust

Company (DTC
"

"), New

York, New York, will act as securities

depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the
name of Cede & Co. DTC'
( s partnership nominee)or such other name as may be requested by an
authorized representative of DTC. One fully-registered bond will be issued for each maturity of
the Bonds, as set forth on the cover page hereof, 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, corporate
and municipal debt issues, and money market instruments (from over 100 countries) that DTC's
participants ( D
" irect Participants ") deposit

with DTC.

5
MIA 744v5
162,
168,

DTC also facilitates the post trade

-

settlement among Direct Participants of sales and other securities transactions in deposited
securities through electronic computerized book entry
transfers and pledges between Direct
Participants' accounts. This eliminates the need for physical movement of securities certificates.
Direct Participants include both U.S. and non U.
- S. securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. DTC is a wholly owned
"). DTCC is the holding
"
subsidiary of The Depository Trust & Clearing Corporation (DTCC
company for DTC, National Securities Clearing Corporation and Fixed Income Clearing
Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its
regulated subsidiaries. Access to the DTC system is also available to others such as both U.S.

and non U.
- S. securities brokers and dealers, banks, trust companies, and clearing corporations
that clear through or maintain a custodial relationship with a Direct Participant, either directly or
indirectly (Indirect
"
Participants "). DTC has a Standard & Poor's rating of AA +. The DTC
rules applicable to its Participants are on file with the Securities and Exchange Commission.
More information about DTC can be found at com.
www.
dtcc.
Purchases of Bonds under the DTC system must be made

by

or

through

Direct

Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest
" eneficial Owner ") is in turn to be recorded on the Direct
purchaser of Bonds ( B
records.
Beneficial
Owners will not receive written confirmation from
Participants'
DTC of their purchase.
Beneficial Owners are, however, expected to receive written
confirmations providing details of the transaction, as well as periodic statements of their
holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into
of each actual

and Indirect

the transaction.

Transfers of ownership interests in the Bonds are to be accomplished by entries

made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive bond certificates representing their ownership interests in
Bonds, except in the event that use of the book entry
system for the Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC
registered in the name of DTC's partnership nominee, Cede & Co.,or such other name as
may be requested by an authorized representative of DTC. The deposit of the Bonds with DTC
and their registration in the name of Cede & Co. or such other DTC nominee do not effect any
change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the
are

Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such
Bonds

are

credited, which may

or

may not be the Beneficial Owners. The Direct and Indirect

Participants will remain responsible for keeping account of their holdings on behalf of their
customers.

Conveyance of notices and other communications by DTC to Direct Participants, by

Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may
wish to take certain steps to augment the transmission to them of notices of significant events
with respect to the Bonds, such as redemptions, defaults, and proposed amendments to the Bond
Resolution. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee
holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial
Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to
the Bond Registrar and request that copies of notices be provided directly to them.
6
MIA 744v5
182,
168,

notices shall be sent

Redemption

by

the

/ the Bond Registrar

City and or

to DTC. If less

than all of the Bonds of a maturity are being redeemed, DTC's practice is to determine by lot the
amount of the interest of each Direct Participant in such maturity to be redeemed.
Neither DTC

nor

Cede &

Co. nor
( any other DTC nominee) will consent or vote with

respect to Bonds unless authorized by a Direct Participant in accordance with DTC's MMI
Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as
possible after the

record date. The Omnibus

Proxy assigns Cede & Co.'s consenting or voting

rights to those Direct Participants to whose accounts Bonds are credited on the record date
identified in a listing attached to the Omnibus Proxy).

The City and or

/ the Paying Agent will make payments of principal and interest on the
Co.

Bonds to Cede &

or

to

such other nominee

as

may be

requested by an authorized

of DTC.

DTC's practice is to credit Direct Participants' accounts upon DTC's

representative
receipt of funds and corresponding detail information from the City andor
/ the Paying Agent, on
shown
on
DTC'
s records. Payments
with
their
date
in
accordance
respective holdings
payable
by Participants to Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in bearer form or
p
p
y of such Participant
and not of DTC nor
registered in s treet name,"and will be the responsibility
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, redemption price 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 and or
/ the Paying Agent, disbursement of such payments to Direct
Participants will be the responsibility of DTC, and disbursement of such payments to the
Beneficial Owners will be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with respect to the
by giving reasonable notice to the City. Under such circumstances, in the
event that a successor securities depository is not obtained, bond certificates representing the
Bonds are required to be printed and delivered.
Bonds at any time

The City may decide to discontinue use of the system of book entry
transfers through
successor securities depository). In that event, bond certificates representing the
Bonds will be printed and delivered.
DTC or
(
any

THE CITY, THE PAYING AGENT AND THE BOND REGISTRAR WILL HAVE NO
TO
OR
OBLIGATION
THE
BENEFICIAL
OWNERS, DTC

RESPONSIBILITY
PARTICIPANTS

OR

THE

PERSONS

FOR

WHOM

DTC

PARTICIPANTS

ACT

AS

NOMINEES WITH RESPECT TO THE BONDS IN RESPECT OF THE ACCURACY OF

ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT, THE PAYMENT

BY

DTC

OR ANY DTC PARTICIPANT OF ANY AMOUNT IN

RESPECT OF THE

PRINCIPAL OR INTEREST ON THE BONDS, ANY NOTICE WHICH IS PERMITTED OR

REQUIRED TO BE GIVEN TO BONDHOLDERS UNDER THE BOND RESOLUTION, OR
ANY CONSENT GIVEN OR ACTION TAKEN BY DTC AS BONDHOLDER. SO LONG AS
CEDE & CO, IS THE REGISTERED OWNER OF THE BONDS, AS NOMINEE OF DTC,
THE

BENEFICIAL

OWNERS

WILL

NOT

RECEIVE

PHYSICAL

CERTIFICATES

REPRESENTING THEIR INTERESTS IN THE BONDS, AND REFERENCES HEREIN TO

7
MIA

182,
744v5
168,

BONDHOLDERS OR REGISTERED HOLDERS OF SUCH BONDS SHALL MEAN CEDE &

CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF SUCH BONDS.

For every transfer and exchange of beneficial interests in the Bonds, the Beneficial Owner may
be charged a sum sufficient to cover any tax, fee or other government charge that may be
imposed in relation thereto.
Registration, Transfer and Exchange

So long as the Book Entry

Only system is in place for the Bonds, the registered owner of
the Bonds for all purposes will be Cede &

Co. See "Book Entry

-

Only System" herein.

In the

event that the Book Entry

Only system is discontinued, any Bond may be transferred upon the
registration books maintained by the Bond Registrar upon delivery thereof to the designated
corporate trust office of the Bond Registrar accompanied by a written instrument or instruments
of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly
executed by the Bondholder or his attorney in
- fact
or legal representative, containing written
instructions as to the details of the transfer of such Bond, along with the social security number
or federal employer identification number of such transferee. In all cases of a transfer of a Bond,
the Bond Registrar shall at the earliest practical time in accordance with the terms hereof enter
the transfer of ownership in the registration books and shall deliver in the name of the new
transferee or transferees a new fully registered Bond or Bonds of the same maturity and of
authorized denomination or denominations, for the same aggregate principal amount and payable
from the same source of funds. Bonds may be exchanged at the office of the Bond Registrar for
a like aggregate principal amount of Bonds, of other authorized denominations of the same
maturity. The City and the Bond Registrar may charge the Bondholder for the registration of
every transfer or exchange of a Bond an amount sufficient to reimburse them for any tax, fee or
any other governmental charge required o
( ther than by the City) to be paid with respect to the
registration of such transfer or exchange, and may require that such amounts be paid before any
such new Bond shall be delivered.

The City, the Paying Agent and the Bond Registrar may deem and treat the registered
owner of any Bond as the absolute owner of such Bond for the purpose of receiving payment of
the principal thereof and the interest thereon.
SECURITY FOR THE BONDS

The Bonds are payable from ad valorem taxes assessed, levied and collected on all

taxable property in the City (excluding exemptions as provided by applicable law) without
limitation as to rate or amount. The direct annual property tax provided to pay the Bonds is
required to be levied upon all taxable property within the corporate limits of the City, except
property of such nature as may be exempt from taxation under the provisions of the Constitution
and laws of the State of Florida the
(
State
"). The taxes so levied and collected shall be in
"

addition to all other taxes so collected, shall be in an amount sufficient to pay the principal of
and interest on the Bonds as the same shall become due and shall be assessed, levied and
collected in the

be

same manner

and at the

same

the payment of the

applied solely
VALOREM TAXATION"herein.
to

time

principal

8
MIA

182,
744v5
168,

as

other taxes.

The proceeds of such tax shall

of and interest

on

the Bonds.

See "AD

The full faith, credit and taxing power of the City are irrevocably pledged to the punctual

payment of the principal of and interest on the Bonds as the same shall become due and payable.
AD VALOREM TAXATION
General

The Bonds are general obligation bonds and are secured by the proceeds of a direct
annual tax levied upon all taxable property within the City.

Under Florida law, the assessment of all properties and the collection of all county,
school board, special taxing district, and municipal property taxes are consolidated in the offices
of the county property appraiser and county tax collector. The Florida Constitution limits the
aggregate rate of ad valorem taxes that may be levied on real and personal property. The
limitation, except as noted below, is ten mills each for all county and municipal purposes. A mill
is equal to one tenth
of one cent of one dollar or $10.0 for every $1,
000 of assessed value. There
is no limitation as to rate or amount of ad valorem taxes approved by referendum for payment of
indebtedness such as the case with the Bonds.

Each respective millage rate, except as limited by law, is set on the basis of estimates of
revenue needs and total taxable property valuations within the taxing authority's respective
jurisdiction. Ad valorem taxes are not levied in excess of actual budget requirements. In setting
millage rates, the applicable governmental unit is required by state law to assume a 95%
tax
collection rate.
In

1973, the State of Florida enacted legislation to encourage public awareness of

spending and taxing decisions made by local elected officials. This legislation was amended in
1980 by the "TRIM BILL"Truth
(
in Millage),now codified as Section 200.065,Florida Statutes.
That legislation provides that, if the tax rate established by the governing board exceeds the
rolled back
tax rate, the taxing authority shall publish notice of the proposed tax increase prior to
the public hearing required to be held for the adoption of the final budget and millage rate. Under
Section 200.065, a "rolled back tax rate" is defined as the millage rate that would produce the
same amount of ad valorem taxes in each current year as were levied in the prior year, exclusive
of any increase in assessments resulting from new construction and geographic boundary
changes.
Property Assessment Procedures

Real and personal property valuations in Miami Dade

County, Florida t(he County
"
"),
as of
January 1 by the County Property Appraiser's Office. The
assessment roll is prepared between each January 1 and July 1, with each taxpayer given notice
of the proposed assessed value of his or her property in August.
are

determined each year

The property owner has the right to file an appeal with the Value Adjustment Board,
which considers petitions relating to assessments and exemptions. The Value Adjustment Board
certifies the assessment roll upon completion of the hearing of all appeals. Millage rates are then
computed by the various taxing authorities and certified to the Property Appraiser, who applies

9
MIA 744v5
182,
168,

the millage rates to the assessment roll. This procedure creates the tax roll that is then annually
turned over to the county tax collector on or about the first Monday in October.
Levy of Ad Valorem Taxes

A notice is mailed to each property owner on the tax roll for the taxes levied by counties,
school boards, municipalities and other taxing authorities. Taxes may be paid upon receipt of
such notice with discounts at the rate of 4 %, if paid in the month of November; 3 %,

if paid in the

if paid in the month of January; and 1%,

if paid in the month of
February. Taxes paid on real and personal property become delinquent on April 1 of the year
month of December; 2 %,

following the year in which the taxes were levied.

All taxes are due and payable on November 1 of each year or as soon thereafter as the
certified tax roll is received by the county tax collector. Taxes become delinquent on April 1
following the year in which they are assessed or 60 days after mailing of the original tax notice,
whichever is later. If the delinquency date for ad valorem taxes is later than April 1 of the year
following the year in which taxes are assessed, all dates or time periods specified in the Florida
Statutes relative to the collection of, or administrative procedures regarding, delinquent taxes
shall be extended a like number of days.

Except as noted below under the subheading "Recent Property Tax Reform,"exemptions
from the ad valorem tax include the first 25,
$ 000 of assessed value for a permanent residence
herein, Homestead
"
Property "); property owned by certain permanently and totally disabled

persons; renewable energy sources improvements; inventory; property used by hospitals, nursing
homes, homes for special services and property used by nonprofit homes for the aged; education
property; property owned by certain charitable, literary, religious or scientific organizations;
property owned by not -for -profit sewer and water companies; and the first $500 of property of
every

widow, blind person

or

disabled person.

An additional homestead exemption of up to

50,000 of assessed value may be granted by a city or county for persons 65 or older subject to
certain income limitations.

By voter referendum held on November 2, 1992, Article VII, Section 4 of the Florida
Constitution was amended by adding thereto a subsection which, in effect, limits the increases in
assessed just value of homestead property to the lesser of 1
( )three percent of the assessment for
the prior year or 2
( )the percentage change in the Consumer Price Index, as further defined
therein. This Amendment is commonly referred to as "Save Our Homes Amendment." Further,

such amendment provides that (1)no assessment shall exceed just value, 2)
( after any change of
ownership of homestead property or upon termination of homestead status such property shall be
reassessed at just value as of January 1 of the year following the year of sale or change of status,
3)new homestead property shall be assessed at just value as of January 1 of the year following
the establishment of the homestead, and 4
( )changes, additions, reductions or improvements to
homestead shall initially be assessed as provided for by general law, and thereafter as provided in
the amendment.

10
MIA 182,168,744v5

Recent Property Tax Reform

Effective January 1, 2008, changes to Florida's property tax laws created a new formula
calculating assessed value of Homestead Property. Assessed value" is the official value
upon which real properties may be taxed in Florida. Under the new formula, if an owner of a
for

Homestead Property purchases a new Homestead Property for greater value, the assessed value
of the new Homestead Property would equal the purchase price of the new Homestead Property
minus the difference between the purchase price of the previous Homestead Property and the
assessed value of the

previous

Homestead

Property,

or

500,000, whichever is

less.

For

Homestead Property owners already receiving a property tax exemption of 25,

$ 000 on the
assessed value of their homes, the new law creates an additional $25,000 exemption on the

assessed value of Homestead Property greater than $50,000 for all property tax levies except
school taxes. Also, the first $25,000 of tangible personal property will be exempt from taxation.
In the November 4,2008 general election, the voters approved amendments to the Florida
Constitution which, among other things: a)
( allow the Florida Legislature, by general law, to
exempt from assessed value of residential homes, improvements made to protect property from
wind damage and installation of a new renewable energy source device; b)
( assess specified
(
working waterfront properties based on current use rather than highest and best use; c)
beginning in 2010, provide property tax exemption for real property that is perpetually used for
conservation, and, for land not perpetually encumbered, require the Florida Legislature to
provide classification and assessment of land use for conservation purposes solely on the basis of
character or use. At this time, the extent to which these amendments may affect the ad valorem
tax collections of the City in future years is not currently known.

Additionally, effective January 1, 2009, increases in annual assessments on certain nonHomestead Property will be capped at 10%
annually for all tangible personal property tax levies.
The cap on annual increases is effective for a ten 1
( 0)year period, subject to extension by an
affirmative vote of the Florida electorate. The limitation on increases in assessed value of non-

homestead property does not

apply however to school

changes to property tax receipts cannot yet be determined.

district taxes.

The impact of these

In May 2009, the Florida Legislature adopted HB 833, allowing an additional homestead
exemption for deployed military personnel. The exemption was approved by Florida voters in
the November 2010 general election, and took effect January 1, 2011. The exemption is equal to
the percentage of days during the prior calendar year that the military homeowner was deployed
outside of the United States in support of military operations designated by the Florida
Legislature.
Proposed Amendments

HB 381, adopted by the Florida Legislature in 2011, proposes a reduction from 10%
to
5%
on the limitation on annual ad valorem assessment increases applicable to non -homestead
property and provides for a first time
homestead exemption equal to 50%
of the property's value,
up to the median value for homestead property in the City, and declining by 20%
per year over
five (5)years, which would be available to each person who has not received a homestead
exemption in the last three (3)years.
11
MIA 744v5
182,
168,

The proposed amendment will only take effect if at least 60%

of the persons voting in the
election approve the amendments. The City has not yet completed an analysis of the impact of
these proposals on the level of ad valorem taxes that the County will collect.
Voter Approved Debt

The City has the authority to increase it millage levy for debt supported by unlimited ad
valorem taxes, including the Bonds, and any limitations, exemptions or adjustments pertaining to
millage rates otherwise provided in State law do not affect the ability of the City to levy and
collect ad valorem taxes in amounts sufficient to pay principal of, and interest on, the Bonds.
The following schedule reflects the total assessed value and total taxable value for
operating millage of the City's taxable property in each of the past ten years.

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12
MIA 744v5
182,
168,

CITY OF MIAMI BEACH,FLORIDA

ASSESSED VALUE AND ACTUAL VALUE OF TAXABLE PROPERTY,
LAST TEN FISCAL YEARS

in thousands ofdollars)
Fiscal
Year

Less:

Total

Total

Ended

Tax-

Taxable

Direct

Exempt
Property

Assessed

Tax

Value

Rate

September

Residential

Commercial

Industrial

Other

30,

Property

Property

Property

Property

2001

8.
555

2002 )

8.
376

2003

8.
322

2004

12,
669
131,

2,
866
366,

214,344

1,
860
562,

1,
322
405,

14,
417
870,

8.
173

2005

13,
424
757,

3,
081
266,

44,880

1,
480
612,

1,
774
327,

17,
091
353,

8.
173

2006

17,
682
465,

4,
034
337,

51,091

2,
681
508,

1,
463
764,

22,
025
598,

8.
073

2007

21,
428
045,

4,
204
779,

52,250

2,
838
767,

2,
993
000,

26,
727
643,

7.
673

2008

21,
850
027,

52
, 90,322

51,426

2,
713
795,

2,
285
008,

27,
026
157,

5.
898

2009

18,
637
911,

5,
399
265,

51,025

2,
317
528,

1,
041
703,

25,
337
053,

5.
893

2010

16,
033
794,

5,
610
735,

35,601

1,
322
512,

1,
428
668,

22,
138
409,

5.
913

Source: 2010 Tax Roll for Miami Dade

County

Note: Property in the city is reassessed each year. Property is assessed at actual value; therefore, the assessed values
are equal to actual value. Tax rates are per $1,
000 of assessed value.
1) Data not available in individual property categories for this year.

REMAINDER OF PAGE INTENTIONALLY BLANK]

13
MIA 744v5
182,
168,

Millage Rates

The County assesses and collects all ad valorem taxes within the County. While only one
tax bill per property owner emanates from the County, the bill represents ad valorem taxes levied
by the County and other taxing authorities within or coterminous with the County, which
City. The following table
within the City.
includes the

shows the tax

millage

rates for the fiscal years 2001 - 2010

CITY OF MIAMI BEACH,FLORIDA

DIRECT AND OVERLAPPING PROPERTY TAX RATES,
LAST TEN FISCAL YEARS

rate per $
1,
000 ofassessed value)
City

Overlapping Rates'

of Miami Beach Direct Rates

Fiscal Year

Debt

School

Total

Operating
Millage

Service

Direct

District

September 30,

Millage

Millage

Millage

County
Millage

Millage

Total

2001

7.
399

1.
156

8.
555

9.
617

6.
754

0.
738

25.664

2002

7.
299

1.
077

8.
376

9.
376

6.
716

0.
736

25.204

2003

7.
299

1.
023

8.
322

9.
252

6.
765

0.
736

25.
075

2004

7.
299

0.
874

8.
173

9.
100

7.
240

0.
736

25.249

2005

7.
425

0.
748

8.
173

8.
687

7.
150

0.
736

24.746

2006

7.
481

0.
592

8.
073

8.
438

7.
035

0.
736

24.281

2007

7.
374

0.
299

7.
673

8.
105

6.
808

0.
736

23.
322

2008

5.
656

0.
242

5.
898

7.
948

5.
671

0.
659

20.175

2009

5.
656

0.
238

5.
893

7.
797

5.
926

0.
659

20.275

2010

5.
656

0.
257

5.
913

7.
995

6.
005

0.
659

20.
572

Ended

State

Source: Miami Dade

County, Florida; Department of Property Appraisal 2010 Millage Table

Note: The city's basic property tax rate may be increased only by a majority vote of the city's residents. Rates for debt service are
set based on each year's requirement.

1) Overlapping rates are those of local and county governments that apply to owners within the City. Not all overlapping rates
apply to all City property owners.

14
MIA 744v5
182,
168,

Tax Collection

All ad valorem taxes become due and payable on November 1, and become delinquent on
the following April 1, at which time they bear interest at not more than 18%
per annum until a
tax certificate is sold with respect to real property taxes and until paid with respect to personal
if paid in November, 3%
if paid
property taxes. Discounts are allowed for early payment of 4%
if paid in February. All taxes collected are
if paid in January, and 1%
in December, 2%
distributed by the Tax Collector to the applicable taxing units. It is the Tax Collector's duty on
1 of each year to advertise and sell tax certificates on real property tax
or before June

delinquencies extending

from the

previous April

1.

Delinquent taxes may be paid by the

property owner prior to sale of tax certificates upon payment of all costs, delinquent taxes and
interest at the rate of not

more

than 18%
per

annum.

The tax certificates must be for an amount

not less than the taxes due, plus interest from April 1 to the date of sale at not more than 18%
per
annum,

together

with the cost of

advertising

and expense of the sale. Each tax certificate is

awarded to the bidder paying the above amounts and who accepts the lowest interest to be borne
If there are no bidders, the County must hold, but not pay for,
Thereafter, the County may sell such tax certificates to the public at any
time at the principal amount thereof plus interest at not more than 18%
per annum and a fee.
With respect to personal property tax delinquencies, such delinquent taxes must be advertised
within 45 days after delinquency and, after May 1, the property is subject to warrant, levy,
seizure and sale. The proceeds of the sale of the tax certificates are distributed to the respective
taxing agencies.
by

the tax certificate after its sale.

such tax certificates.

Tax certificates held by persons other than the County may be redeemed and cancelled by
any person prior to the time a tax deed is issued upon payment of the face amount of the tax
certificate plus interest, costs and other charges. Holders of tax certificates, other than the
County, which have not been redeemed may, at any time after two years but prior to seven years
from date of issuance, file an application for a tax deed with the Tax Collector upon payment of
all other outstanding tax certificates on such property plus interest, any omitted taxes plus
interest, and delinquent taxes plus interest covering the real property. Thereafter, the property is
advertised for public sale at auction to the highest bidder, subject to certain minimum bids. If
there

are no

other bidders, the holder of the tax certificate receives title to the land. If the tax

certificate is held by the County and the County has not succeeded in selling it within two years,
the County applies for a tax deed upon payment of all applicable costs and fees but not any
amount to redeem the tax certificate. Such property is then also advertised for public sale to the
highest bidder, subject to certain minimum bids. If there are no other bidders, the County may
purchase the land for the minimum bid. In the case of unsold lands, after seven years the County
will take title to such lands.

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15
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168,

City of Miami Beach, Florida

Property Tax Levies and Collections
Fiscal Years 2000 2009

Collected within the

Fiscal year of the Levy

Tax

Year(I

Total
Tax

Amount

Levy

Percentage

of Levy

2000

67,
578
851,

68,
879
603,

101.1

2001

3
74,
551,84

75,
177
205,

100.9

2002

83,
412
590,

80,
485
460,

96.3

2003

93,
337
492,

90,
232
447,

96.7

2004

109,298,
076

107,543,
916

98.4

2005

133,
759
573,

131,074,
911

98.1

2006

164,807,
822

161,325,
469

97.9

2007

146,
406
418,

143,531,
846

98.0

2008

144,
833
907,

139,
839
669,

96.4

2009

129,758,
839

123,107,
891

94.9

Source: City of Miami Beach, Comprehensive Annual Financial Report 2010

1) Assessments as of January 1 of the year listed; bills mailed in October of that
year; taxes become delinquent at the end of April of the subsequent year.
2) Breakdown between current and delinquent collections not available.

Collections represent total of current and delinquent collection received during

the year.

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16
MIA

182,
744v5
168,

The table below shows ad valorem tax rates and ad valorem tax levies for general
government operations and debt service.
City of Miami Beach, Florida
Statement of Tax Levies and Tax Rates

Fiscal Years 2001 through 2010

Tax Levy
089
58,
683,
64,
443
965,
73,
878
314,
83,
502
494,
99,
022
295,
123,778,
681
158,385,
622
140,410,
733
139,080,
045
124,
059
119,

Year

2001
2002
2003

2004

2005
2006

2007
2008

2009
2010

Total

Debt Service Fund

General Fund

Fiscal

Millage
7.
399
7.
299

7.
299

7.
299
7.
425
7.
481

7.
374
5.
656

5.
656
5.
656

Tax Levy
489
9,
168,
9,
941
585,
10,
534
275,
9,
835
997,
10,
054
003,
9,
078
795,

200
6,
422,
6,
673
007,
5,
788
827,
5,
780
639,

Millage
1.
156

1.
077
1.
023

0.
874

0.
748
0.
592

0.
299
0.
242

0.
237
0.
257

Levy
578
67,
851,
74,
384
551,
83,
412
590,
93,
337
492,
109,298,
076

Millage

759
133,
573,
164,807,
822
146,418,
406
144,907,
833
129,758,
839

8.
073

Tax

8.
555
8.
376
8.
322

8.
173
8.
173

7.
673
5.
898

5.
893
5.
913

Source: City of Miami Beach, Florida Comprehensive Annual Financial Report 2010 and City of Miami Beach
Finance Department.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

17
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CITY OF MIAMI BEACH, FLORIDA

COMPUTATION OF DIRECT AND OVERLAPPING BONDED DEBT
SEPTEMBER 30,2010

70,
935
195,

DIRECT DEBT

General obligation indebtedness

Public improvement bonds (net of amount available)
g indebtedness:
Nonsupporting
s
ppelf-

Gulf Breeze Government Loan

Pension

Obligation

058
22,
243,
40,
000
055,
79,
000
485,

Program

Bonds

Tax Increment Revenue Bonds

141,783,
058
Less: Reserve funds

Total

non -self

7,
289
330,

-supporting indebtedness

134,
769
452,

Total direct indebtedness

204,
704
648,

OVERLAPPING DEBT (2)

Miami Dade
County
Total general obligation indebtedness
Percent

applicable

to

City -

Total school district

Percent

applicable

Total net
Percent

Total

to

non -self

applicable

overlapping

to

10.
4415%
(
3)

obligation

City -

881,
000
276,
92,
434
018,

indebtedness

10.
4415%
(
3)

36,
862
346,

-supporting indebtedness

City -

348,100,
000

2,
901,
386
7
08,

241,083,
980

10.
4415%
(
3)

debt

369,
276
449,

TOTAL DIRECT AND OVERLAPPING DEBT

574,
980
097,

Source: City of Miami Beach, Florida Comprehensive Annual Financial Report 2010.
1) Excludes self -supporting debt obligations.
2) All debt listed as Overlapping Debt is secured

either solely from a tax source or from a combination of self -supporting

revenues and a tax source.

3) Based upon 2010 assessed valuation figures for the City and Miami Dade
County.

18
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City of Miami Beach, Florida

Summary of Direct and Overlapping Debt
As of September 30,2010
Financial Parameters

92,833
24,
916,
694
4
94,

Population (2009)
Total Assessed Valuation City of Miami Beach (Tax Year
Total Taxable Valuation City

Tax

Year

SOURCE:

2009)

of Miami Beach (Excluding Homestead)

23,
387,
189
5
02,

2009)
City of Miami Beach, Florida, Finance Department. Unaudited)
(
Financial Ratios
2010

Percent of

Percent of

Assessed

Taxable

Per

Valuation

Valuation

Capita

DIRECT DEBT
Ad Valorem

0.
28%

0.
30%

Non -self -supporting

0.
54

0.
58

1,
448

Total Direct Debt

0.
83

0.
89

1.
50

1.
60

2.
32

2.
49

2,
204
3,
980
6,
184

Total

Debt

Overlapping
Overlapping Debt

Total Direct and

756

VALUATION

Total Assessed Valuation

266,014
248,860

Total Taxable Valuation

SOURCE:

City of Miami Beach, Florida, Finance Department. Unaudited)

(

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

19
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DEBT SERVICE REQUIREMENTS

The table below shows the debt service payable on the Bonds and the City's outstanding
general obligation bonds.
The Bonds
Fiscal

Outstanding

Year

Debt Service

Total

Total

Interest

Principal

Debt Service

2012
2013

2014

2015

2016
2017
2018

2019
2020
2021

2022
2023
2024
2025

2026
2027

2028
2029

2030
2031

2032
2033
TOTAL

SOURCE:

City of Miami Beach, Florida, Finance Department

FUTURE BOND SALES

The

City currently

has

plans

to issue

additional

general obligation

bonds.

Depending
on market conditions, the City expects to issue approximately $54 million in aggregate principal
amount of its Stormwater Revenue Bonds, Series 2011A, and $28 million in aggregate principal
amount of its Stormwater Revenue Refunding Bonds, Series 2011B by the end of the current
calendar year.

no

This debt would be payable from the net revenues of the City's Stormwater

Utility System.
LITIGATION

There is no litigation or other proceedings, of any nature now pending with regard to
which the City has received service of process or, to the actual knowledge of the City, threatened
against the City, with regard to which an unfavorable decision, ruling or finding (i)
would
materially and adversely affect the validity or enforceability of the Bonds, or (ii)would have a
material adverse effect on the levy and collection of the ad valorem taxes pledged to the payment
of the Bonds.

20
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TAX MATTERS
In the

opinion of Squire, Sanders & Dempsey (US)LLP, Bond Counsel, under existing

law: i)
( interest on the Bonds is excluded from gross income for federal income tax purposes
under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code "), and is not an
item of tax preference for purposes of the federal alternative minimum tax imposed on

individuals and corporations; and (ii)the 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,
Bond Counsel expresses no opinion as to any other tax
Florida Statutes, as amended.
consequences regarding the 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 Bonds are and will remain obligations the interest on which is
excluded from gross income for federal income
independently verify the accuracy of the City's

tax

purposes.

representations

Bond Counsel

will

and certifications

or

not

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 Bonds from gross income for federal income tax purposes but is
not a guaranty of that conclusion. The opinion is not binding on the Internal Revenue Service
IRS ") or any court. Bond Counsel expresses no opinion about (i)
the effect of future changes
in the Code and the applicable
pP
regulations
re
g
under the Code or (ii)the interpretation and the
enforcement of the Code or those regulations by the IRS.

The Code prescribes a number of qualifications and conditions for the interest on state
and local government obligations to be and to remain excluded from gross income for federal
income tax purposes, some of which require future or continued compliance after issuance of the
obligations. Noncompliance with these requirements by the City may cause loss of such status
and result in the interest on the Bonds being included in gross income for federal income tax
purposes retroactively to the date of issuance of the Bonds. The City has covenanted to take the
actions required of it for the interest on the 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 Bonds, Bond Counsel will not undertake to

determine o
( r 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 Bonds or the market value of the Bonds.

A portion of the interest on the Bonds earned by certain corporations may be subject to a
federal corporate alternative minimum tax. In addition, interest on the 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
21
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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
Bonds. Bond Counsel will express no opinion regarding those consequences.
Payments of interest

subject

on

obligations, including the Bonds, are generally

reporting requirements. If a Bond owner is subject to

tax -exempt

information
to IRS Form 1099 INT
-

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.

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 Bonds.
There can be no assurance that legislation enacted or proposed, or actions by a court, after the
date of issuance of the Bonds will not have an adverse effect on the tax status of interest on the
Bonds

the market value of the 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 Bonds from gross income for federal or state income tax purposes
for all or certain taxpayers.
or

For example, on September 12, 2011, President Obama's administration announced a

legislative proposal it called the American Jobs Act that could, among other things, result in
additional federal income tax for tax years beginning after 2012 on taxpayers that own tax exempt bonds, including the Bonds, if they have incomes above certain thresholds.

Prospective purchasers of the Bonds should consult their own tax advisers regarding
pending or proposed federal and state tax legislation and court proceedings, and prospective
purchasers of the Bonds at other than their original issuance at the respective prices indicated on
the cover of this Official Statement should also 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.

Bond Counsel's engagement with respect to the Bonds ends with the issuance of the

Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the City or the
owners of the 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 Bonds, under current IRS procedures, the IRS will treat the City as the
taxpayer and the beneficial owners of the 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 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 Bonds.
22
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g
Original
g
Issue Discount and Original
Issue Premium

Bonds ") as indicated on the cover of this Official

"
Certain of the Bonds ( Discount
" ID ").OID is the
were offered and sold to the public at an original issue discount ( O

Statement

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 Bonds, and (ii)is
added to the owner's tax basis for purposes of determining gain or loss on the maturity,
redemption, prior sale or other disposition of that Discount Bond. A purchaser of a Discount
Bond in the initial public offering at the price for that Discount Bond stated on the cover 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 Bonds ( Premium
"
Bonds ") as indicated on the cover of this Official

Statement were offered and sold to the public at a price in excess of their stated redemption price
the principal amount) at maturity. 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 cover 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 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 ofstate and local taxes on, or based on, income.

23
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UNDERWRITING
The Bonds

are

being purchased by 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 related to the issuance of the 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.

representing a
being purchased at a purchase price of $
of
$
and less
issue
net
plus
original
premium
principal amount of $
an underwriters' discount of $
The Bonds are offered for sale to the public at the
on
of
this
set
forth
the
cover
Official
Statement. The Bonds may be offered and sold
yields
page
to certain dealers at prices lower than such offering prices, and such public offering prices may
be changed from time to time by the Underwriters.
The Bonds

are

FINANCIAL ADVISOR

RBC Capital Markets, LLC, Miami, Florida is serving as financial advisor to the City and
capacity with respect to the sale and issuance of the Bonds. The Financial
Advisor assisted in the preparation of this Official Statement and in other matters relating to the
planning, structuring and issuance of the Bonds. RBC Capital Markets, LLC did not engage in
any underwriting activities with regard to the issuance and sale of the 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
contained in this Official Statement and is not obligated to review or ensure compliance with the
undertaking by the City to provide continuing secondary market disclosure. RBC Capital
Markets, LLC may assist the City in bidding certain investments on behalf of the City which
may result in additional fees being paid to RBC Capital Markets, LLC.]
has acted in such

RATINGS
and Standard & Poor's Rating Services
Moody's Investors Services, Inc. Moody's ")
of
and
"
assigned ratings
respectively, to the City's unenhanced general
obligation debt. Such ratings reflect only the views of such organizations and any desired
SP
& ")
have

explanation of the significance of such ratings should be obtained from the rating agency
furnishing the same, at the following addresses: Moody's Investors Services, Inc.,7 World Trade
Center at 250 Greenwich Street, New York, New York 10007 and Standard & Poor's Rating
Services, 55 Water Street, New York, New York 10041. Generally, a rating agency bases its

rating on the information and materials furnished to it and on investigations, studies and
assumptions of its own. There is no assurance that any such ratings will continue for any given

period of time or that such ratings will not be revised downward or withdrawn entirely by the
rating agency concerned, if in the judgment of such rating agency, circumstances so warrant.
Any such downward revision or withdrawal of any such ratings may have an adverse effect on
the market price of the Bonds.

24
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LEGAL MATTERS

Certain legal matters incident to the issuance of the Bonds are subject to the legal opinion
Squire, Sanders & Dempsey (US)LLP, Miami, Florida, Bond Counsel, whose legal opinion
will be available at the time of delivery of the Bonds. The proposed form of such opinion is
attached hereto as Appendix E. Certain legal matters will be passed upon for the City by Jose
Smith, City Attorney, and for the Underwriters by Greenberg Traurig, P.A.,Miami, Florida,
of

Counsel to the Underwriters.

The actual legal opinion to be delivered by Bond Counsel may vary from the text of
Appendix E, if necessary, to reflect facts and law on the date of delivery of the Bonds. The
opinion will speak only as of its date and subsequent distribution of it by recirculation of this
lication that subse
uent to the date of the
Official Statement or otherwise shall not create any implication
subsequent
opinion Bond Counsel has affirmed its opinion.

The legal opinion of Bond Counsel will be limited to the matters stated therein and will
make no statement regarding the accuracy and completeness of this Official Statement.
The legal opinion of Bond Counsel is based on existing law, which is subject to change.
Such opinion is further based on factual representations made to Bond Counsel as of the date
thereof Bond Counsel assumes no duty to update or supplement its opinion to reflect any facts
or circumstances, including changes in law that may thereafter occur or become effective.
The legal opinions to be delivered concurrently with the delivery of the Bonds express
the professional judgment of the attorneys rendering the opinions regarding the legal issues
expressly addressed therein. By rendering a legal opinion, the attorneys providing such opinion
do not become insurers or guarantors of the result indicated by that expression of professional
judgment, of the transaction on which the opinion 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.
CONTINUING DISCLOSURE

The City will covenant for the benefit of Bondholders to provide certain financial
information and operating data relating to the City and the ad valorem taxes not later than 240
days following the end of each Fiscal Year ending on or after September 30, 2011 (the "Annual
and to provide, or cause to be provided, notices of the occurrence of certain
Report"),
enumerated events. The Annual Report and notices of events will be filed with the Municipal
Securities Rulemaking Board. Digital Assurance Certification, C.
L.
L.will act as disclosure
dissemination agent for the City. The specific nature of the information to be contained in the
Annual

Report

and the notices of events is contained in "APPENDIX D Form of Disclosure

Dissemination

Agent Agreement." These covenants have been made in order to assist the

Underwriters in complying with C.

S.
E.Rule 15c2-5).
12(
b)(

During the past five years, the City has complied in all material respects with its existing
undertakings pursuant to Rule 15c2-5).
12(
b)(

25
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CONTINGENT FEES

The City has retained Bond Counsel and the Financial Advisor in connection with the
Payment of the fees of such professionals and the fees of Underwriters
and their counsel are each contingent upon the issuance of the Bonds.
issuance of the Bonds.

VERIFICATION OF MATHEMATICAL COMPUTATIONS

The arithmetical accuracy of certain computations included in the schedules provided by

the Financial Advisor relating to the forecasted receipts of principal of and interest on the
Government Obligations to pay the principal of and interest on the Refunded Series 2003
General Obligation Bonds through and including their redemption date, and supporting the
conclusion of Bond Counsel that the Bonds do not constitute a
" rbitrage bonds" under Section
by Causey Demgen & Moore, Inc. Such computations were
supplied by the Financial Advisor. Causey
assumptions

148 of the Code, was examined

based

solely

upon

and information

Demgen & Moore, Inc. has restricted its procedures to examining the arithmetical accuracy of
certain computations and 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 outcome.

DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS

Florida law requires that the City make a full and fair disclosure of any bonds or other
debt obligations which it has issued or guaranteed and which are or have been in default as to
principal or interest at any time after December 31, 1975 (including bonds or other debt
obligations for which it has served as a conduit issuer). The City has not defaulted on the
payment of principal or interest with respect to bonds or other debt obligations issued by the City
at any time after December 31, 1975.
MISCELLANEOUS

All of the summaries or portions of the Resolution, the Act and any other documents
described herein are made subject to all of the detailed provisions of such acts or documents, to
which reference is hereby made for further information. The foregoing summaries do not
purport to be complete statements of any of the provisions of such acts or documents.
CERTIFICATE CONCERNING THE OFFICIAL STATEMENT

Concurrently with the delivery of the Bonds, the City will furnish its certificate, executed

by the Mayor and City Manager, to the effect that, to the best of their knowledge, this Official
Statement as of its date and as of the date of the delivery of the Bonds, does not contain an
untrue statement of a material fact and does not omit any material fact which should be included

therein for the purpose for which the Official Statement is to be used, or which is necessary to
make the statements contained therein, in light of the circumstances under which they were
made, not misleading.
26
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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

By

Mayor

By
City Manager

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APPENDIX A

GENERAL INFORMATION REGARDING

THE CITY OF MIAMI BEACH,FLORIDA AND

MIAMI DADE
COUNTY, FLORIDA

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APPENDIX A

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
"
")
Florida
(
the County
"
County,
") is set forth for purposes of background only.
The Series 2011 General Obligation Bonds (the B
" onds ") are payable only from ad valorem
taxes assessed in an amount sufficient to pay the principal of and interest on the Bonds as they
become due, as described in this Official Statement. The full faith, credit, and taxing power of
the City have been irrevocably pledged to the punctual payment of the principal and interest as
they become due and payable.
and Miami Dade
-

INTRODUCTION

The City comprises seven square miles of land area and ten square miles of Biscayne
Bay. The climate 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 this style of architecture in the United States. Within this 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 2010, room rents, food and beverage
sales accounted for an estimated $1.
8 billion in sales within the City. The population
of
the
have
demographics
City
drastically changed over the last thirty years. In the 1980 Census,

the average age of the population was 65.3 years old. In the 2000 Census the average
declined to 43.7 years old, and the 2010 Census placed it at 40.3 years old.
The City is

age had
a group

of islands between Biscayne Bay and the Atlantic Ocean and is connected to the mainland by
four causeways.

The County is the largest county in the southeastern United States in terms of population
and

one

area.

of the

largest

in terms of land

area.

The County consists of 2,

042 square miles of land

The population is clustered mainly along the coast, with the western area of the County

comprising

part of the Everglades.

There are numerous incorporated municipalities in the

County, which include Miami, Hialeah and Coral Gables, as well as the City.
POPULATION

The U.S. Bureau of the Census estimated the population of the City to be 87,779 in 2010.

According to estimates of Miami Dade

County Department of Planning and Zoning, the City's
population is expected to be 98,028 by the year 2020 and the County's population is estimated to
be 435
2,
496, for 2010, and the County estimates growth to 439
2,
885,by 2020.

A1
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Population, City of Miami Beach

County 1980 2010

and Miami Dade

-

Miami Dade
-

City of Miami
Year

Beach

1980

96,298

1990

92,639

3.
8)

1,
094
937,

19.2

2000

87,933

5.
3)

2,
000
260,

16.7

2010

87,779

0.
1)

2,
435
496,

10.5

Percent

Percent Change

County

Change

10.6%

28.2%

1,
598
625,

Source: U.S.Census

Population Breakdown
City of Miami Beach, 1990 2010
1990

Age Group
Under 18

14.2%

2000

2010

13.4%

12.8%

18 and

over

85.8

86.6

87.2

21 and

over

83.1

84.1

84.9

65 and

over

23.4

19.2

16.2

Age:

44.5

39

40

Median

Source: State of Florida Statistical Abstract.

GOVERNMENT

The City of Miami Beach is organized under the Commission City

Manager form of
government. The governing body is an elected City Commission of six members and an elected
Mayor. The City Commission sets policy for the administration of the City and appoints a City
Manager and a City Attorney. The City Attorney appoints his staff and the City Manager is
responsible for the appointment of the balance of the employees of the City. The City
Commissioners are elected to staggered four year terms and the Mayor is elected every two
years. Both the City Attorney and the City Manager serve at the pleasure of the City
Commission. The City Manager carries out the policies of the City Commission, directs the
operations of the City and, with the exception of the City Attorney's Office, has the power to
appoint or remove all heads of the various Departments.
The

Mayor of the City

is

presently

Matti Herrera Bower, whose term

expires

in

November 2011.

The current members of the City Commission and the expiration of their current terms of
office are:

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Expiration of Current Term

City Commission Members

Edward L.Tobin, Vice

November, 2011

Mayor

Deede Weithorn

November, 2011

Jonah Wolfson

November, 2011

osito
Exposito

Novembe r 2013

Jor g e

Michael

November, 2013

Gongora

November, 2013

Jerry Libbin

CERTAIN CITY STAFF MEMBERS

Jorge M.Gonzalez, City Manager

and

Jorge M. Gonzalez was selected on June 7,2000 to serve as the City Manager of the City
began serving the City on August 21, 2000. Prior to his appointment as the City Manager,

Mr. Gonzalez served as Senior Assistant Chief Administrative Officer in Montgomery County,
Maryland. From 1995 1
- 999, he served as an Assistant County Manager in Arlington County,
Virginia. Prior to that post, he served as the Assistant Director of Administration for the Center
for the Fine Arts in Miami Dade
County and as the Management Consultant for the Audit and
Management

Services

Bachelor of Arts

Department in Miami Dade

County. Mr. Gonzalez received both his
degree in Politics and Public Affairs and his Masters degree in Public

Administration from the University of Miami.

Patricia D.Walker,Chief Financial Officer

Patricia D. Walker was appointed Chief Financial Officer for the City of Miami Beach in

March 1997. Prior to that appointment, she served as Director of Airports for Broward County,
Florida from

1994 1997,
and in other Broward County Aviation Department positions from
1991 1
- 994, as Director of Finance of the Broward County Aviation Department in 1992, as
Executive Assistant to the Aviation Director of the Broward County Aviation Department from
1991 1
- 992, in various Dade County Aviation Department positions from 1978 1990,
and at Price
Waterhouse & Co. from 1973 1978.
Ms. Walker has a B.S. in Accounting from Florida State
and
an
M.
M
S
.
in
University
Accounting from Florida International University. She has been a

Certified Public Accountant in Florida since 1974.

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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, community services, and the construction of and maintenance of

streets

and

infrastructure.

ECONOMIC AND DEMOGRAPHIC DATA

INCOME

The mean family income for Miami Beach increased by 8.6 percent; from 6
$ 9,980 in
This compares to growth rates experienced by Miami-Dade County,
which experienced a mean family growth rate of approximately 20 percent during the same
period. The mean family income for Miami Beach exceeded that of Miami-Dade County by
approximately 33 percent in 2000 and 20 percent in 2009.
2000 to 7
$ 6,
029 in 2009.

Mean Family Incomes 2000-2009

Miami Beach
Miami-Dade

County

2000

2009

69,980

76,029

52,753

63,299

0 CHANGE
8.
6%
20.0

Source: U.S. Bureau of Census.

Per Capita Personal Income

Current Dollars)
2004-2009
Miami-Dade

1)

2)

2)

United States (

Florida (

County (

Current

Dollars

Year
2004

29,817

of U.S.

Current Dollars

88.0%

33,540

of U.S.
98.9%

Current Dollars

33,881

32,025

90.4

34,798

100.5

34,757

2006

33.712

89.9

38,161

100.2

36,714

2007

35,368

93.8

39,036

99.0

39,392

2008

35,887

89.3

39,064

91.2

40,166

2009

22,619

77.9

26,503

91.2

29,050

2005

Source: 1)
( Miami Dade

County Planning & Zoning Department; Florida Legislature Office of Economic

Sz, Demographic Research

2)U.S. Department of Commerce-Bureau of Economic Analysis

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e
Ten
Largest
g
Public and Private Employers
Located in Miami Dade
County

Public

Private Employers

Employers

Miami Dade
-

County Public

16,000

48,571

University of Miami

County

29,000

Baptist

Health South Florida

Federal Government

19,500

Publix

Supermarkets

Florida State Government

17,100

American Airlines

9,
000

Jackson Health

12,571

Precision

5,
000

Schools

Miami Dade
-

System

13,376
10,800

Response Corporation

Florida Power &

6,
200

Carnival Cruise Lines

3,
500

City of Miami

4,
309

Winn Dixie
Stores

3,
400

Homestead Air Force Base

2,
700

BellSouth/AT T
&

3,
100

VA Medical Center

2,
385

Mount Sinai Health Center

3,
000

Miami Dade
-

University

College

Light

Co.

3,
840

8,
000

Florida International

Source: City of Miami Beach, Comprehensive Annual Financial Report 2010; Beacon Council
BUILDING PERMITS

The following is a calculation of the total value of the Building Permits issued by the City
during the past 10 years.

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City of Miami Beach, Florida

Value of Building Permits Issued
Fiscal Years 2000 2009
-

Fiscal Year

Number of Permits

Total Value

2000

9,
209

610,
664
692,

2001

9,
764

576,222,
306

2002

10,651

622,
436
602,

2003

11,134

938,
800
906,

2004

11,368

577,575,
403

2005

12,837

1,
909,
251
1
35,

2006

12,226

1,
266,
148
3
77,

2007

12,729

1,
346,
165,18
1

2008

11,056

1,
923,
131
09,

2009

10,277

567,660,
721

2010

10,196

292,923,
784

Source: City of Miami Beach, Florida

DIRECT AND OVERLAPPING TAX RATES

The following table summarizes the direct and overlapping tax (millage)rates for the past
As shown in the following table, the City has reduced its tax rates over the past 10

ten years.

years.

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City of Miami Beach, Florida

Direct and Overlapping Tax Rates
rate per $
10,00 of Assessed Value)
For Last Ten Fiscal Years

City of Miami Beach

Direct Rates

Fiscal Year

Overlapping Rates

Debt

Total

School

Service

Direct

District

September 30

Operating
Millage

Millage

Millage

Millage

County
Millage

2001

7.
399

1.
156

8.
555

9.
617

6.
754

0.
738

25.664

2002

7.
299

1.
077

8.
376

9.
376

6.
716

0.
736

25.204

2003

7.
299

1.
023

8.
322

9.
252

6.
765

0.
736

25.075

2004

7.
299

0.
874

8.
173

9.
100

7.
240

0.
736

25.249

2005

7.
425

0.
748

8.
173

8.
687

7.
150

0.
736

24.746

2006

7.
481

0.
592

8.
073

8.
438

7.
035

0.
736

24.281

2007

7.
374

0.
299

7.
673

8.
105

6.
808

0.
736

23.322

2008

5.
656

0.
242

5.
898

7.
948

5.
671

0.
659

20.175

2009

5.
656

0.
238

5.
893

7.
797

5.
926

0.
659

20.275

2010

5.
656

0.
257

5.
913

7.
995

6.
005

0.
659

20.572

Ended

State

Millage _ _Total

Source: City of Miami Beach, Comprehensive Annual Financial Report 2010; Miami Dade
County, Florida Department of Property Appraisal 2010 Millage Table

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A8
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City of Miami Beach, Florida

Property Tax Levies and Collections
Fiscal Years 2000 2009
Collected within the

Fiscal year of the Levy

Tax

Year

Total
Tax

Amount

Levy

Percentage
of Levy

2000

67,
578
851,

68,
879
603,

101.1

2001

74,
3
551,84

75,
177
205,

100.9

2002

83,
412
590,

80,
485
460,

96.3

2003

93,
337
492,

90,
232
447,

96.7

2004

109,298,
076

1 916
07,
543,

98.4

2005

133,
759
573,

131,074,
911

98.1

2006

164,
822
807,

161,
469
325,

97.9

2007

146,418,
406

143,
846
531,

98.0

2008

144,907,
833

139,669,
839

96.4

2009

129,758,
839

123,107,
891

94.9

Source: City of Miami Beach, Comprehensive Annual Financial Report 2010

1) Assessments as of January 1 of the year listed; bills mailed in October of that

year; taxes become delinquent at the end of April of the subsequent year.
2) Breakdown between current and delinquent collections not available.

Collections represent total of current and delinquent collection received during

the year.

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A9
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City of Miami Beach

Ten Largest Taxpayers 2010
Percentage of
Certified
Owner

Type

MB Redev. Inc.Loews
/
Hotel

Hotel

MCZ Centrum
/
Flamingo III
LLC

MCZ Centrum
/

Flamingo

Assessed Value

280,
000
000,

1.
13%

0.
70

136,229,
487

0.
55

130,000,
000

0.
53

93,
000
000,

0.
38

Hotel

83,
043
435,

0.
34

Hotel

Hotel

II

LLC

South Beach LLC

Philips

Taxable

Value

172,183,
094

Fontainebleau Florida Hotel

Corp.

Property

Apartments

LLC

Di Lido Beach Hotel

of

Taxable Assessed

Apartments

Sandy

Lane Residential LLC

Apartments

79,
415
519,

0.
32

Royal

Palm Hotel

Apartments

79,
373
385,

0.
32

78,
750
252,

0.
32

68,
288
727,

0.
28

City

Prop

LLC

National Bank of

Florida

Apartments

2201 Collins Fee LLC

Apartments

TOTAL

1,
732,
250
4
00,

4.
87%

Source: 2010 Miami Dade

County, Florida Ad Valorem Assessment Roll for the City of Miami
Beach; City of Miami Beach, Comprehensive Annual Financial Report 2010
FILM AND PRINT INDUSTRY

The film and print industry has become an important part of the Miami Beach economy.

Many international talent

and model

agencies have located in the City. In 2010, this industry

spent an approximate of 1
$73 million in Miami Dade
County for the production of movies and
photographs.

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Film and Print Industry

Permits Issued and Production Budgets
For the Fiscal Years 2006 2010
Production

Fiscal

Permits

Year

Issued

Budgets (

2006

1,
280

55,
293
000,

2007

1,
563

60,
315
760,

2008

1,
232

30,
390
706,

2009

1150

25,
720
962,

2010

1236

173,
669
669,

1)

City of Miami Beach Comprehensive Financial Report 2010; City of

Miami Beach, Florida Department of Tourism and Cultural Development
1) Estimates as reported on City of Miami Beach Permit Applications
Source:

CONVENTION AND MEETING ACTIVITY

Miami Dade
County and the Miami Beach Convention Center host a large number of
conventions each year.
Number of

Number of Room

Year

Delegates

Nights

2000

943,740

2,
948
581,

1,
134,
028
4
34,

2001

955,500

2,
045
711,

1,
841,
049
1
85,

2002

907,725

2,
493
575,

1 ,140,
206
133,

2003

925,880

2,
125
614,

1,
139,
167
8
97,

2004

900,881

2,
544
543,

1,
025,
261
4
45,

2005

945,925

2,
721
670,

1,
276,
334
7
07,

2006

927,006

2,
307
617,

1,
640,
371
5
72,

2007

1,
802
005,

2,
778
839,

1,
272,
400
6
41,

2008

905,222

2,
800
555,

1,
796,
344
2
54,

2009

932,378

2,
474
632,

1,
440,
331
1
95,

2010

995,000

2,
935
750,

1,
098,
541
1
00,

Total Expenditures

Source: City of Miami Beach, Florida

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TOURISM AND VISITOR ACTIVITY

DOMESTIC AND INTERNATIONAL OVERNIGHT VISITORS

MIAMI DADE
COUNTY 2007 2009
-

000'S)
2007

2008

2009

2,
1
324.

2,
1
480.

2,
5
549.

Origin
South America:
Caribbean:

683.4

702.1

682.1

Central America:

511.1

540.0

517.3

Europe:

1,
0
294.

1,
6
360.

1,
0
279.

Canada:

556.0

573.5

537.7

Other International:

124.3

130.9

118.8

5,
9
492.

5,
2
787.

5,
4
684.

6,
0
473.

6,
4
341.

6,
5
251.

11,965.
9

12,
6
128.

11,
9
935.

7,
9
145.

6,
9
556.

5,
1
954.

International

10,759.
3

10,
6
774.

11,156.
5

Total

17,
2
905.

17,
5
331.

23,
7
064.

Total International
Total Domestic
Total

Overnight

Expenditures (1)
Domestic

Expenditures

Source: Greater Miami Convention and Visitors Bureau

1)Average Daily Expenditures

Overnight Visitors by Region

2007

2008

40.9%

40.1%

16.6

19.2

17.6

13.2

12.7

12.5

10.5

9.8

11.4

Grove Gables
/
/
Biscayne

12.5

13.1

10.2

S. Miami Dade
-

6.3

5.9

3.9

Miami Beach
Downtown Miami
N. Miami -Dade Sunny
/
Isle

Airport

Area

Source: Greater Miami Convention and Visitors Bureau

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2009

45.1%

TRANSPORTATION

Miami Dade
County has a comprehensive transportation network designed to meet the
area businesses. The County's internal transportation system
includes Metrorail, a 22.4 mile above -ground system connecting South Miami Dade
and the City
of Hialeah with the Downtown and Civic Center areas. Metromover, a 4.4 mile automated loop,
carries passengers around downtown Miami, Brickell Avenue and the Omni shopping center
areas. Miami Dade
County's Metrobus operating over 32.6 million miles per year and over 115
million passenger trips annually. The County also provides para-transit services to qualified
riders in the amount of 1.6 million passenger trips annually. Cargo rail service is available from
both Miami International Airport and the Port of Miami, and Amtrak has a passenger station in
the City of Miami. Tri Rail,
a 72 mile
train system, links West Palm Beach, Boca Raton, Fort
Lauderdale, Hollywood and Miami International Airport.
needs of residents, travelers and

Miami International Airport. Miami International Airport is one of the busiest airports in
the world for both passengers and cargo traffic. It ranks twelfth in the nation and twenty fifth
in
the world in passenger traffic through the airport. The airport ranks third in the nation and

eleventh in the world in tonnage of domestic and international cargo movement. In 2009 over 33
million air travelers were serviced by Miami International Airport, and approximately 2.08
million tons of cargo was handled. More than 88 airlines serve Miami International Airport,
flying passengers to more than 150 destinations around the globe.
Port

of

operated by

the

Miami.

The Port of Miami, known as the "cruise capital of the world,"is

Seaport Department of Miami Dade

County. In fiscal year 2009, approximately

4.1 million passengers sailed from the Port of Miami aboard one of the eight cruise companies
who operate out of Miami. The Port of Miami is also a hub for Caribbean and Latin American
commerce.

through the

These countries account for over half of the 7.4 million tons of cargo transferred
Port of Miami in 2008. The Port of Miami is also reaching out to the global

community where trade with Asian countries accounted for almost 23%
of the total cargo
The Port of Miami is also important to the U.S. economy,

handled at the Port of Miami.

contributing in excess of 1
$7 billion annually.
RECREATION
There

are numerous

parks

and

playgrounds

in the

City

of Miami Beach.

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 Vita courses, two swimming pools, and numerous
tennis courts, including the Holtz Tennis Stadium which houses 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 Gulf Stream.

The Marina is a private development on City owned bay front land in

Renovation has increased the number of boat slips to 388 making the
Marina the largest in the area and a first class facility.
the South Pointe

area.

A 13
MIA 182,168,744v5

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 championship golf courses and one Par 3 course that are open to the
public. The two championship courses, Miami Beach Golf Course and Normandy, offer a
clubhouse complete with a restaurant, lounge and pro shop.
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APPENDIX B

GENERAL PURPOSE FINANCIAL STATEMENTS FOR

FISCAL YEAR ENDED SEPTEMBER 30,2010

MIA 744v5
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APPENDIX C
THE RESOLUTION

MIA

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APPENDIX D

CONTINUING DISCLOSURE COMMITMENT

MIA 744v5
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APPENDIX E

FORM OF APPROVING OPINION OF BOND COUNSEL

MIA

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CITY OF MIAMI BEACH,FLORIDA

and

U.S.BANK NATIONAL ASSOCIATION,

as Escrow Agent

ESCROW DEPOSIT AGREEMENT

Relating to
GENERAL OBLIGATION BONDS,
SERIES 2003

DATED AS OF

2011

MIAMI 4271190.
/
1