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HomeMy WebLinkAboutExhibit CEXHIBIT C DRAFT PRELIMINARY OFFICIAL STATEMENT C-1 1097142993\9\ 023084.00028 BMO Draft #2 9/19/2023 PRELIMINARY OFFICIAL STATEMENT DATED 2023 NEW ISSUE — BOOK -ENTRY ONLY Moody's: "_" Fitch: " " (See "RATINGS" herein) In the opinion of Squire Patton Boggs (US) LLP, Bond Counsel, under existing law, (i) assuming continuing compliance with certain covenants and the accuracy of certain representations, interest on the Series 2023A Bonds and Series 2023B 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 (ii) the Series 2023A Bonds and the Series 2023B Bonds and the income thereon are exempt from taxation under the laws of the State of Florida, except estate taxes imposed by Chapter 198, Florida Statutes, as amended, and net income and franchise taxes imposed by Chapter 220, Florida Statutes, as amended. Interest on the Series 2023A Bonds and Series 2023B Bonds may be subject to certain federal taxes imposed only on certain corporations. Interest on the Series 2023C Bonds is not excluded from gross income for federal income tax purposes. For a more complete discussion of the tax aspects, see "TAX MATTERS" herein. $ THE CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION NON -AD VALOREM BONDS, SERIES 2023A (NEW ADMINISTRATIVE BUILDING) [City Seal] $ THE CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION NON -AD VALOREM BONDS, SERIES 2023B (NEW ADMINISTRATIVE BUILDING) * $ THE CITY OF MIAMI, FLORIDA TAXABLE SPECIAL OBLIGATION NON -AD VALOREM BONDS, SERIES 2023C * Dated: Date of Delivery Due: July 1, as shown on inside cover The Special Obligation Non -Ad Valorem Bonds, Series 2023A (New Administrative Building) (the "Series 2023A Bonds"), the Special Obligation Non -Ad Valorem Bonds, Series 2023B (New Administrative Building) (the "Series 2023B Bonds") and the Taxable Special Obligation Non -Ad Valorem Bonds, Series 2023C (the "Series 2023C Bonds", together with the Series 2023A Bonds and the Series 2023B Bonds, the "Series 2023 Bonds") are being issued by the City of Miami, Florida (the "City") pursuant to the Constitution and laws of the State of Florida, including Chapter 166, Part II, Florida Statutes and the Charter of the City (collectively, the "Act") and pursuant to Resolution No. R- adopted by the City Commission of the City on September [28], 2023 (the "Resolution"). The Series 2023A Bonds are being issued [,together with other available moneys] for the purpose of (i) funding a portion of the cost of the development, construction and equipping of the City's new administrative building; (ii) funding a deposit to the Debt Service Reserve Account; and (iii) paying certain costs of issuance of the Series 2023A Bonds, including a premium in respect of any Bond Insurance Policy, Reserve Account Insurance Policy and Reserve Account Letter of Credit relating to the Series 2023A Bonds, if any. The Series 2023B Bonds are being issued [,together with other available moneys] for the purpose of (i) funding a portion of the cost of the development, construction and equipping of the City's new administrative building; (ii) funding a deposit to the Debt Service Reserve Account; and (iii) paying certain costs of issuance of the Series 2023B Bonds, including a premium in respect of any Bond Insurance Policy, Reserve Account Insurance Policy and Reserve Account Letter of Credit relating to the Series 2023B Bonds, if any. The Series 2023C Bonds are being issued [,together with other available moneys] for the purpose of (i) funding a portion of the cost of the acquisition and implementation of the Oracle Enterprise Resource Planning Cloud System; (ii) funding a deposit to the Debt Service Reserve Account; and (iii) paying certain costs of issuance of the Series 2023C Bonds, including a premium in respect of any Bond Insurance Policy, Reserve Account Insurance Policy and Reserve Account Letter of Credit relating to the Series 2023C Bonds, if any. The Series 2023 Bonds are being issued by the City as fully registered bonds, which initially will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). Interest on the Series 2023 Bonds will be payable semi-annually on January 1 and July 1, commencing January 1, 2024. Individual purchases will be made in book -entry form only through participants in authorized denominations in the amounts of $5,000 and integral multiples thereof. Purchasers of the Series 2023 Bonds (the "Beneficial Owners") will not receive physical delivery of certificates. Transfers of ownership interests in the Series 2023 Bonds will be effected through the DTC book -entry system as described herein. As long as Cede & Co. is the registered owner as nominee of DTC, principal and interest payments will be made directly to such registered owner which will in turn remit such payments to the participants for subsequent disbursement to the Beneficial Owners. Principal of and interest on the Series 2023 Bonds will be payable by , Florida, as Bond Registrar. Certain maturities of the Series 2023 Bonds are subject to optional redemption prior to their respective maturities, as described herein under "DESCRIPTION OF THE SERIES 2023 BONDS - Optional Redemption." The Series 2023 Bonds are payable from and secured by a lien upon and pledge of the Pledged Funds, which includes amounts deposited in the Bond Fund pursuant to a covenant to budget and appropriate from Non -Ad Valorem Revenues. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2023 BONDS" and "INVESTMENT RISK FACTORS" herein. THE CITY IS NOT OBLIGATED TO PAY THE SERIES 2023 BONDS OR THE INTEREST THEREON EXCEPT FROM THE PLEDGED FUNDS, AS HEREAFTER DEFINED. THE ISSUANCE OF THE SERIES 2023 BONDS SHALL NOT DIRECTLY, INDIRECTLY OR CONTINGENTLY OBLIGATE THE CITY TO LEVY OR TO PLEDGE ANY TAXES WHATEVER THEREFOR OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT EXCEPT FROM THE PLEDGED FUNDS. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, MIAMI-DADE COUNTY, FLORIDA, THE STATE OF FLORIDA OR ANY OTHER POLITICAL SUBDIVISION THEREOF IS PLEDGED TO PAYMENT OF THE SERIES 2023 BONDS. 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, including all appendices attached hereto, to obtain information essential to making an informed investment decision. See "INVESTMENT RISK FACTORS" herein. The Series 2023 Bonds are offered when, as, and if issued and received by the Underwriters, subject to the opinion on certain legal matters relating to their issuance by Squire Patton Boggs (US) LLP, Miami, Florida, Bond Counsel. Certain legal matters will be passed upon for the City by Victoria Mendez, Esq., City Attorney and by Bryant Miller Olive PA, Miami, Florida, Disclosure Counsel to the City. PFM Financial Advisors LLC, Coral Gables, Florida is serving as Financial Advisor to the City. Greenberg Traurig, PA, Miami, Florida is serving as Underwriters' Counsel. It is expected that the Series 2023 Bonds in definitive form will be available for delivery to the Underwriters in New York, New York at the facilities of DTC on or about , 2023. Jefferies BofA Securities Siebert Williams Shank & Co., LLC Estrada Hinojosa Wells Fargo Bank Dated: , 2023 *Preliminary, subject to change. Maturity Price $ CITY OF MIAMI, FLORIDA NON -AD VALOREM SPECIAL OBLIGATION BONDS, SERIES 2023A BONDS Rate Initial Initial Rate Determination Interest Determination Interest Date Payment Initial CUSIP Date Rate Mode Generally Date Number** * Preliminary, subject to change ** CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by FactSet Research Systems Inc., on behalf of The American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. CUSIP numbers are included herein solely for the convenience of the purchasers of the Series 2023A Bonds. Neither the City nor the Underwriters shall be responsible for the selection or correctness of the CUSIP numbers set forth herein. $ CITY OF MIAMI, FLORIDA NON -AD VALOREM SPECIAL OBLIGATION BONDS, SERIES 2023B BONDS $ * Serial Bonds MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, PRICES AND INITIAL CUSIP NUMBERS Maturity Principal Initial CUSIP (July 1) Amount Interest Rate Yield Price Number** 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 $ Term Bond Due July 1, , at % Yield % Price Initial CUSIP No. ** * Preliminary, subject to change ** CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by FactSet Research Systems Inc., on behalf of The American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. CUSIP numbers are included herein solely for the convenience of the purchasers of the Series 2023B Bonds. Neither the City nor the Underwriters shall be responsible for the selection or correctness of the CUSIP numbers set forth herein. $ CITY OF MIAMI, FLORIDA TAXABLE NON -AD VALOREM SPECIAL OBLIGATION BONDS, SERIES 2023C BONDS $ * Serial Bonds MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, PRICES AND INITIAL CUSIP NUMBERS Maturity Principal (July 1) Amount 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 Interest Rate Initial CUSIP Yield Price Number** $ Term Bond Due July 1, , at % Yield % Price Initial CUSIP No. ** * Preliminary, subject to change ** CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by FactSet Research Systems Inc., on behalf of The American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. CUSIP numbers are included herein solely for the convenience of the purchasers of the Series 2023C Bonds. Neither the City nor the Underwriters shall be responsible for the selection or correctness of the CUSIP numbers set forth herein. RED HERRING LANGUAGE: This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Series 2023 Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or exemption under the securities laws of such jurisdiction. The City has deemed this Preliminary Official Statement "final," except for certain permitted omissions, within the contemplation of Rule 15c2-12 promulgated by the Securities and Exchange Commission. THE CITY OF MIAMI, FLORIDA 444 SW 2nd Ave Miami, FL, 33130 (305) 250-5360 MAYOR Francis X. Suarez CITY COMMISSIONERS Christine King, Chairperson Joe Carollo, Vice Chairperson Sabina Covo Manolo Reyes District 1 Commissioner (Vacant)1 CITY MANAGER Arthur Noriega, V. ASSISTANT CITY MANAGER CHIEF FINANCIAL OFFICER Larry M. Spring DIRECTOR OF MANAGEMENT AND BUDGET Marie Gouin DIRECTOR OF FINANCE Erica T. Paschal -Darling, CPA CITY ATTORNEY Victoria Mendez, Esq. BOND COUNSEL Squire Patton Boggs (US) LLP Miami, Florida DISCLOSURE COUNSEL Bryant Miller Olive P.A. Miami, Florida FINANCIAL ADVISOR PFM Financial Advisors LLC Coral Gables, Florida [lVacancy created pursuant to Executive Order No. 23-184 signed by Florida Governor Ron DeSantis on September 15, 2023, suspending District 1 Commissioner Alejandro Diaz de la Portilla.] No dealer, broker, salesman or other person has been authorized by the City to give any information or to make any representations in connection with the Series 2023 Bonds other than as contained in this Official Statement, and, if given or made, such information or representations must not be relied upon as having been authorized by the City. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2023 Bonds by any person in any jurisdiction 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, DTC and other sources which are believed to be reliable. The information and expressions of opinion stated herein are subject to change, and neither the delivery of this Official Statement nor any sale made hereunder shall create, under any circumstances, any implication that there has been no change in the matters described herein since the date hereof. The Underwriters have reviewed the information in this Official Statement in accordance with, and as a part of, its responsibility to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. All summaries herein of documents and agreements are qualified in their entirety by reference to such documents and agreements, and all summaries herein of the Series 2023 Bonds are qualified in their entirety by reference to the form thereof included in the aforesaid documents and agreements. References to website addresses presented in this Official Statement are for informational purposes only and may be in the form of a hyperlink solely for the reader's convenience. Unless specified otherwise, such websites and the information or links contained therein are not incorporated into, and are not part of, this Official Statement. Upon issuance, the Series 2023 Bonds will not be registered under the Securities Act of 1933 or any state securities law, will not be listed on any stock or other securities exchange, and neither the Securities and Exchange Commission (the "SEC") nor any other federal, state, municipal or other governmental entity, other than the City, will have passed upon the accuracy or adequacy of this Official Statement or approved the Series 2023 Bonds for sale. The Resolution has not been qualified under the Trust Indenture Act of 1939, as amended, in reliance upon exceptions contained in such Act. IN CONNECTION WITH THE OFFERING OF THE SERIES 2023 BONDS, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2023 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. NO REGISTRATION STATEMENT RELATING TO THE SERIES 2023 BONDS HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") OR WITH ANY STATE SECURITIES COMMISSION. IN MAKING ANY INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATIONS OF THE CITY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SERIES 2023 BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. CERTAIN STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE IN THIS OFFICIAL STATEMENT CONSTITUTE "FORWARD LOOKING STATEMENTS." SUCH STATEMENTS GENERALLY ARE IDENTIFIABLE BY THE TERMINOLOGY USED, SUCH AS "PLAN," "EXPECT," "ESTIMATE," "BUDGET" OR OTHER SIMILAR WORDS. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD LOOKING STATEMENTS. THE CITY DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD LOOKING STATEMENTS IF OR WHEN ITS EXPECTATIONS OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR, SUBJECT TO ANY CONTRACTUAL OR LEGAL RESPONSIBILITIES TO THE CONTRARY. THIS OFFICIAL STATEMENT DOES NOT CONSTITUTE A CONTRACT BETWEEN THE CITY AND ANY ONE OR MORE OF THE OWNERS OF THE SERIES 2023 BONDS. TABLE OF CONTENTS Contents Page INTRODUCTION 1 THE PROJECT 3 DESCRIPTION OF THE SERIES 2023 BONDS 3 General 3 Book -Entry Only System 4 No Assurance Regarding DTC Practices 6 Optional Redemption 7 Mandatory Redemption 7 Notice of Redemption 8 Exchange of Series 2023 Bonds 9 Registration of Transfer of Series 2023 Bonds 9 Mutilated, Destroy, Stolen or Lost Bonds 10 ESTIMATED SOURCES AND USES OF FUNDS 11 DEBT SERVICE SCHEDULE 12 SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2023 BONDS 13 General 13 Flow of Funds 13 Debt Service Reserve Account 16 DESCRIPTION OF NON -AD VALOREM REVENUES 17 Local Communications Services Tax 19 Franchise Fees 21 Intergovernmental 22 Charges for Services 26 Other Revenue and Financing Sources 27 General Fund 31 Special Investment Considerations 32 Additional Debt Payable from Non -Ad Valorem Revenues 32 Pledge of Non -Ad Valorem Revenues 32 MANAGEMENT DISCUSSION OF BUDGET AND FINANCES 33 Fiscal Year 2012 Results 33 Fiscal Year 2013 Operations and Projections 34 INVESTMENT RISK FACTORS 35 OTHER DEBT CONSIDERATIONS 36 GENERAL INFORMATION REGARDING THE CITY OF MIAMI 37 Background 37 City Government 37 Adoption of Investment Policy and Debt Management Policy 39 Financial Integrity Ordinance 40 Internal Auditor 41 LIABILITIES OF THE CITY 41 Insurance Considerations Affecting the City 41 Health Insurance 42 Ability to be Sued, Judgments Enforceable 42 Direct Debt 43 i Pension Plans 44 Accrued Compensated Absences 45 Other Post -Employment Benefits 45 LEGAL MATTERS 45 LITIGATION 46 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS 46 TAX MATTERS 46 RATINGS 49 FINANCIAL ADVISOR 49 AUDITED FINANCIAL STATEMENTS 50 UNDERWRITING 50 ENFORCEABILITY OF REMEDIES 50 CONTINUING DISCLOSURE 50 ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT 51 FORWARD -LOOKING STATEMENTS 51 MISCELLANEOUS 51 APPENDIX A: APPENDIX B: APPENDIX C: APPENDIX D: APPENDIX E: GENERAL INFORMATION REGARDING THE CITY OF MIAMI AND MIAMI-DADE COUNTY FORM OF THE RESOLUTION ANNUAL COMPREHENSIVE FINANCIAL REPORT OF THE CITY OF MIAMI FOR FISCAL YEAR ENDED SEPTEMBER 30, 2022 FORM OF BOND COUNSEL OPINION FORM OF CONTINUING DISCLOSURE AGREEMENT ii OFFICIAL STATEMENT relating to $ THE CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION NON -AD VALOREM BONDS, SERIES 2023A (NEW ADMINISTRATIVE BUILDING) and $ THE CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION NON -AD VALOREM BONDS, SERIES 2023B (NEW ADMINISTRATIVE BUILDING) and $ THE CITY OF MIAMI, FLORIDA TAXABLE SPECIAL OBLIGATION NON -AD VALOREM BONDS, SERIES 2023C INTRODUCTION The purpose of this Official Statement, including the cover page and appendices hereto, is to set forth information concerning the Special Obligation Non -Ad Valorem Bonds, Series 2023A (New Administrative Building) (the "Series 2023A Bonds"), the Special Obligation Non -Ad Valorem Bonds, Series 2023B (New Administrative Building) (the "Series 2023B Bonds"), and the Taxable Special Obligation Non -Ad Valorem Bonds, Series 2023C (the "Series 2023C Bonds" together with the Series 2023A Bonds and the Series 2023B Bonds, the "Series 2023 Bonds"). The City of Miami, Florida (the "City") is situated at the mouth of the Miami River on the western shores of Biscayne Bay. It is the county seat of Miami -Dade County, Florida (the "County"). The City comprises 35.87 square miles of land and 19.42 square miles of water. The City's diversified economic base is comprised of, among other things, light manufacturing, commerce, wholesale and retail trade and tourism. For more information about the City, see "APPENDIX A - GENERAL INFORMATION REGARDING THE CITY OF MIAMI AND MIAMI-DADE COUNTY, FLORIDA" attached hereto. The Series 2023 Bonds are being issued pursuant to the Constitution and laws of the State of Florida, including Chapter 166, Part II, Florida Statutes and the Charter of the City (collectively, the "Act") and pursuant to Resolution No. of the City adopted by the City Commission of the City on September [28], 2023 (the "Resolution"). The Series 2023A Bonds are being issued for the purpose of (i) funding a portion of the cost of the development, construction and equipping of the City's new administrative building (ii) funding a deposit to the Debt Service Reserve Account; and (iii) paying certain costs of issuance of the Series 2023A Bonds, including a premium in respect of any Bond Insurance Policy, Reserve Account Insurance Policy and Reserve Account Letter of Credit relating to the Series 2023A Bonds, if any. See "THE PROJECT" herein. The Series 2023B Bonds are being issued for the purpose of (i) funding a portion of the cost of the development, construction and equipping of the City's new administrative building; (ii) funding a deposit to the Debt Service Reserve Account; and (iii) paying certain costs of issuance of the Series 2023B Bonds, including a premium in respect of any Bond Insurance Policy, Reserve Account Insurance Policy and Reserve Account Letter of Credit relating to the Series 2023B Bonds, if any. See "THE PROJECT" herein. The Series 2023C Bonds are being issued [,together with other available moneys] for the purpose of (i) funding a portion of the cost of the acquisition and implementation of the Oracle Enterprise Resource Planning Cloud System; (ii) funding a deposit to the Debt Service Reserve Account; and (iii) paying certain costs of issuance of the Series 2023C Bonds, including a premium in respect of any Bond Insurance Policy, Reserve Account Insurance Policy and Reserve Account Letter of Credit relating to the Series 2023C Bonds, if any. See "THE PROJECT" herein. The Series 2023 Bonds will be payable from the Pledged Funds, which primarily consist of moneys deposited in the Bond Fund established under the Resolution pursuant to the City's covenant to budget and appropriate from Non -Ad Valorem Revenues. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2023 BONDS" herein. The Series 2023 Bonds and any redemption premium with respect thereto and the interest thereon shall not be or constitute a general debt, liability or obligation of the City or the State of Florida or any political subdivision thereof, or a pledge of the faith and credit of the City or of the State of Florida or any political subdivision thereof, but shall be payable solely from and secured by a lien upon and a pledge of the Pledged Funds and the City is not obligated to pay the Series 2023 Bonds, the redemption premium, if any, related thereto or the interest thereon except from the Pledged Funds as provided in the Resolution. Neither the faith and credit nor the taxing power of the City or of the State of Florida or any political subdivision thereof is pledged to the payment of the Series 2023 Bonds. No Bondholder shall ever have the right to compel the exercise of the ad valorem taxing power of the City or taxation in any form on any property to pay such Series 2023 Bonds or the interest thereon, nor shall such Bondholder be entitled to payment of such principal and interest or premium thereon from any other funds of the City except the Pledged Funds as provided in the Resolution. For discussion of various risks related to the purchase of the Series 2023 Bonds, see "INVESTMENT RISK FACTORS" herein. The summaries of and references to all documents, statutes, reports and other instruments referred to herein do not purport to be complete, comprehensive or definitive, and each such summary and reference is qualified in its entirety by reference to each such document, statute, report or instrument. All capitalized terms used in this Official Statement and not otherwise defined herein have the meanings set forth in the Resolution, unless the context would clearly indicate otherwise. A copy of the Resolution is attached hereto as "APPENDIX B - FORM OF THE RESOLUTION". Investment in the Series 2023 Bonds poses certain economic risks. Prospective investors in the Series 2023 Bonds are invited to request from the City documents, instruments and information which may not necessarily be referred to, summarized or described herein. Therefore, prospective investors should rely upon the information appearing in this Official Statement, including all appendices attached hereto, within the context of the availability of such additional information and the sources thereof. Prospective investors in 2 the Series 2023 Bonds should have such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Series 2023 Bonds and should have the ability to bear the economic risks of such prospective investment, including a complete loss of such investment. THE PROJECT A portion of the Series 2023A Bonds and Series 2023B Bonds will finance the development, construction, and equipping of the new City administration facility and related parking facilities to be located at the former Melreese Golf Course Clubhouse, which is located on a portion of Folio No. 01-3132- 000-0090 and located generally at 1802 NW 37th Avenue, Miami, Florida 33125, A portion of the Series 2023C Bonds will finance the acquisition and implementation of the Oracle Enterprise Resource Planning Cloud System. DESCRIPTION OF THE SERIES 2023 BONDS General The Series 2023 Bonds shall be issued as fully registered, book -entry only bonds in the denomination of $5,000 and integral multiples thereof ("Authorized Denominations") through the book -entry only system maintained by The Depository Trust Company, New York, New York. The Series 2023 Bonds shall be numbered consecutively from 1 upward preceded by the letter "R" prefixed to the number. The principal and redemption premium, if any, on the Series 2023 Bonds shall be payable upon presentation and surrender at the designated corporate trust office of , Florida (the "Bond Registrar"). Interest on the Series 2023 Bonds (calculated on the basis of a 360 day year twelve 30-day months) is payable semi-annually on January 1 and July 1 of each year (each, an "Interest Payment Date"), commencing January 1, 2024 and shall be paid by check or draft drawn upon the Bond Registrar and mailed to the Holders of the Series 2023 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 "Regular Record Date"); provided, however, that (i) if ownership of Series 2023 Bonds is maintained in a book -entry only system by a securities depository, such payment may be made by automatic funds transfer (wire) to such securities depository or its nominee or (ii) if such Series 2023 Bonds are not maintained in a book -entry only system by a securities depository, upon written request of the holder of $1,000,000 or more in principal amount of Series 2023 Bonds, such payments may be made by wire transfer to the bank and bank account specified in writing by such Holder (such bank being a bank within the continental United States), if such Holder has advanced to the Bond Registrar the amount necessary to pay the cost of such wire transfer or authorized the Bond Registrar to deduct the cost of such wire transfer from the payment due such Holder. Notwithstanding anything in this paragraph to the contrary, any interest not punctually paid on a Regular Record Date shall forthwith cease to be payable to the Holder on such Regular Record Date and may be paid at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Bond Registrar, notice of which shall be given not less than 10 days prior to such special record date to such Holder. [Add Description of Series 2023A Bonds and Variable Rate provisions] 3 Book -Entry Only System THE FOLLOWING INFORMATION CONCERNING DTC AND DTC'S BOOK -ENTRY ONLY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE CITY BELIEVES TO BE RELIABLE. THE CITY TAKES NO RESPONSIBILITY FOR THE ACCURACY THEREOF. SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2023 BONDS, AS NOMINEE OF DTC, CERTAIN REFERENCES IN THIS OFFICIAL STATEMENT TO THE BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2023 BONDS SHALL MEAN CEDE & CO. AND WILL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2023 BONDS. THE DESCRIPTION WHICH FOLLOWS OF THE PROCEDURES AND RECORD KEEPING WITH RESPECT TO BENEFICIAL OWNERSHIP INTERESTS IN THE SEREIS 2023 BONDS, PAYMENT OF INTEREST AND PRINCIPAL ON THE SEREIS 2023 BONDS TO DIRECT PARTICIPANTS (AS HEREINAFTER DEFINED) OR BENEFICIAL OWNERS OF THE SERIES 2023 BONDS, CONFIRMATION AND TRANSFER OF BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2023 BONDS, AND OTHER RELATED TRANSACTIONS BY AND BETWEEN DTC, THE DIRECT PARTICIPANTS AND BENEFICIAL OWNERS OF THE SERIES 2023 BONDS IS BASED SOLELY ON INFORMATION FURNISHED BY DTC. ACCORDINGLY, THE CITY DOES NOT MAKE ANY REPRESENTATIONS CONCERNING THESE MATTERS. DTC will act as securities depository for the Series 2023 Bonds. The Series 2023 Bonds will be issued as fully -registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully -registered Bond certificate will be issued for each maturity of the Series 2023 Bonds as set forth in the inside cover of this Official Statement, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world's largest securities depository, is a limited -purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others, such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The Direct Participants and the Indirect Participants are collectively referred to herein as the "DTC Participants." DTC has an S&P Global Inc. ("S&P") rating of AA+. The DTC Rules applicable to its DTC Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of the Series 2023 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 of each actual 4 purchaser of each Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2023 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 certificates representing their ownership interests in the Series 2023 Bonds, except in the event that use of the book -entry system for the Series 2023 Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Series 2023 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2023 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. Redemption notices shall be sent to DTC. If less than all of the Series 2023 Bonds within a series or maturity of a series are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such series or maturity to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2023 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 the Series 2023 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and dividend payments, as applicable, on the Series 2023 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the City or the Registrar and Paying Agent on the payment date in accordance with their respective holdings shown on DTC's records. Payments 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 registered in "street name," and will be the responsibility of such Participant and not of DTC nor its nominee, the City, or the Registrar and Paying Agent, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions and dividend payments 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 Registrar and 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. 5 DTC may discontinue providing its services as depository with respect to the Series 2023 Bonds at any time by giving reasonable notice to the City or paying agent. Under such circumstances, in the event that a successor depository is not obtained, the Series 2023 Bond certificates are required to be printed and delivered. The City may decide to discontinue use of the system of book -entry -only transfers through DTC (or a successor securities depository). In that event, the Series 2023 Bond certificates will be printed and delivered to DTC. No Assurance Regarding DTC Practices The foregoing 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, the Purchaser and the Registrar take no responsibility for the accuracy thereof. So long as Cede & Co. is the registered owner of the Series 2023 Bonds as nominee of DTC, references herein to the holders or registered owners of the Series 2023 Bonds will mean Cede & Co. and will not mean the Beneficial Owners of the Series 2023 Bonds. Neither the City, the Registrar nor the Purchaser will have any responsibility or obligation to the Participants, DTC or the persons for whom they act with respect to (i) the accuracy of any records maintained by DTC or by any Direct or Indirect Participant of DTC, (ii) payments or the providing of notice to the Direct Participants, the Indirect Participants or the Beneficial Owners, (iii) the selection by DTC or by any Direct or Indirect Participant of any Beneficial Owner to receive payment in the event of a partial redemption of the Series 2023 Bonds or (iv) any other action taken by DTC or its partnership nominee as owner of the Series 2023 Bonds. 6 Optional Redemption Series 2023A Bonds. [The Series 2023A Bonds maturing on or prior to July 1, are not redeemable prior to their respective dates of maturity. The Series 2023A Bonds maturing on July 1, are subject to redemption at the option of the City on or after July 1, , in whole or in part at any time, and if part, only in amounts such that the unredeemed portion of the Series 2023A Bonds are in an Authorized Denomination, in such manner as shall be determined by the Bond Registrar, at a redemption price equal to the par amount thereof plus accrued interest to the date fixed for redemption.] Series 2023B Bonds. The Series 2023B Bonds maturing on or prior to July 1, are not redeemable prior to their respective dates of maturity. The Series 2023B Bonds maturing on July 1, are subject to redemption at the option of the City on or after July 1, , in whole or in part at any time, and if part, only in amounts such that the unredeemed portion of the Series 2023B Bonds are in an Authorized Denomination, in such manner as shall be determined by the Bond Registrar, at a redemption price equal to the par amount thereof plus accrued interest to the date fixed for redemption. Series 2023C Bonds. The Series 2023C Bonds maturing on or prior to July 1, are not redeemable prior to their respective dates of maturity. The Series 2023C Bonds maturing on July 1, are subject to redemption at the option of the City on or after July 1, , in whole or in part at any time, and if part, only in amounts such that the unredeemed portion of the Series 2023C Bonds are in an Authorized Denomination, in such manner as shall be determined by the Bond Registrar, at a redemption price equal to the par amount thereof plus accrued interest to the date fixed for redemption. Mandatory Redemption The Series 2023B Bonds maturing on July 1, will be subject to mandatory redemption prior to maturity, by lot, in such manner as the Bond Registrar may deem appropriate, at a redemption price equal to par plus accrued interest to the redemption date, on July 1, and on each July 1 thereafter, from moneys deposited in the Debt Service Account, in the following Amortization Requirements in the years specified: Year Amortization Requirements *Maturity The Series 2023C Bonds maturing on July 1, will be subject to mandatory redemption prior to maturity, by lot, in such manner as the Bond Registrar may deem appropriate, at a redemption price equal to par plus accrued interest to the redemption date, on July 1, and on each July 1 thereafter, from moneys deposited in the Debt Service Account, in the following Amortization Requirements in the years specified: *Maturity Year Amortization Requirements 7 Notice of Redemption Notice of redemption for Series 2023 Bonds being redeemed shall be given by deposit in the U.S. mail of a copy of a redemption notice, postage prepaid, at least thirty (30) days before the redemption date, to all registered owners of the Series 2023 Bonds or portions of the Series 2023 Bonds to be redeemed at their addresses as they appear on the registration books to be maintained in accordance with the provisions of the Resolution. Failure to mail any such notice to a registered owner of a Series 2023 Bond, or any defect therein, shall not affect the validity of the proceedings for redemption of any Series 2023 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 Series 2023 Bond being redeemed, the name and address of the Bond Registrar, the redemption price to be paid and, if less than all of the Series 2023 Bonds then Outstanding shall be called for redemption, the distinctive numbers and letters, including CUSIP numbers, if any, of such Series 2023 Bonds to be redeemed and, in the case of Series 2023 Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. If any Series 2023 Bond is to be redeemed in part only, the notice of redemption which relates to such Series 2023 Bond shall also state that on or after the redemption date, upon surrender of such Series 2023 Bond, a new Series 2023 Bond or Series 2023 Bonds in a principal amount equal to the unredeemed portion of such Series 2023 Bond will be issued in an Authorized Denomination. The optional redemption of the Series 2023 Bonds, if any, may be conditioned upon the receipt by the Bond Registrar of sufficient moneys to pay the redemption price of the Series 2023 Bonds to be redeemed. If the optional redemption of any of the Series 2023 Bonds is conditioned upon the receipt of sufficient moneys as described above, the notice of redemption which relates to such Series 2023 Bonds shall also state that the redemption is so conditioned. Any notice mailed as provided in the Resolution shall be conclusively presumed to have been duly given, whether or not the owner of such Series 2023 Bond receives such notice. Notice having been given in the manner and under the conditions provided in the Resolution, the Series 2023 Bonds or portions of Series 2023 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 Series 2023 Bonds or portions of Series 2023 Bonds on such date; provided, however, that Series 2023 Bonds or portion of Series 2023 Bonds called for optional redemption and which redemption is conditioned upon the receipt of sufficient moneys as described above, shall not become due and payable on the redemption date if sufficient moneys to pay the redemption price of such Series 2023 Bonds or portions of Series 2023 Bonds have not been received by the Bond Registrar 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 Bond Registrar in trust for the registered owners of the Series 2023 Bonds or portions thereof to be redeemed, all as provided in the Resolution, interest on the Series 2023 Bonds or portions of Series 2023 Bonds so called for redemption shall cease to accrue, such Series 2023 Bonds and portions of Series 2023 Bonds shall cease to be entitled to any lien, benefit or security under the Resolution and shall be deemed paid hereunder, and the registered owners of such Series 2023 Bonds or portions of Series 2023 Bonds shall have no right in respect thereof except to receive payment of the redemption price thereof and, to the extent provided below, to receive Series 2023 Bonds in Authorized Denominations for any unredeemed portions of the Series 2023 Bonds. In case part but not all of a Series 2023 Bond shall be selected for redemption, the registered owners thereof shall present and surrender such Series 2023 Bond to the Bond Registrar 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 8 registered owner, without charge therefor, for the unredeemed balance of the principal amount of the Series 2023 Bonds so surrendered, a Series 2023 Bond or Series 2023 Bonds in Authorized Denominations fully registered as to principal and interest. Exchange of Series 2023 Bonds At the option of the Holder thereof and upon surrender thereof at the designated corporate trust office of the Bond Registrar with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the Holder or his duly authorized attorney and upon payment by such Holder of any charges which the Bond Registrar or the City may make as provided in the Resolution, the Series 2023 Bonds may be exchanged for Series 2023 Bonds of the same series, aggregate principal amount of the same maturity of any other Authorized Denominations. Registration of Transfer of Series 2023 Bonds The Bond Registrar shall keep books for the registration, exchange, and registration of transfer of Series 2023 Bonds as provided in the Resolution. The Bond Registrar shall evidence acceptance of the duties, obligations, and responsibilities of Bond Registrar by execution of the certificate of authentication on the Series 2023 Bonds. The transfer of any Series 2023 Bond may be registered only upon the books kept for the registration of transfer of Series 2023 Bonds upon surrender of such Series 2023 Bond to the Bond Registrar together with an assignment duly executed by the Holder or such Holder's attorney or legal representative in such form as shall be satisfactory to the Bond Registrar. Upon any such exchange or registration of transfer, the City shall execute (in the manner provided in Resolution) and the Bond Registrar shall authenticate and deliver in exchange for such Series 2023 Bond a new registered Series 2023 Bond or Series 2023 Bonds, registered in the name of the transferee, of any denomination or denominations authorized by the Resolution in the aggregate principal amount equal to the principal amount of such Series 2023 Bond surrendered of the same maturity and bearing interest at the same rate. In all cases in which Bonds shall be exchanged or the transfer of Series 2023 Bonds shall be registered hereunder, the City shall execute (in the manner provided in the Resolution) and the Bond Registrar shall authenticate and deliver at the earliest practicable time Bonds in accordance with the provisions of the Resolution. All Bonds surrendered in any such exchange or registration of transfer shall forthwith be cancelled by the Bond Registrar. Bonds so canceled may at any time be destroyed by the Bond Registrar, who shall execute a certification of destruction in duplicate by the signature of one of its authorized officers describing the Series 2023 Bonds so destroyed, and one executed certificate shall be filed with the City and the other executed certificate shall be retained by the Bond Registrar. No service charge shall be made for any registration of transfer or exchange of the Series 2023 Bonds, but the City and the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Series 2023 Bonds. The Bond Registrar shall not be required (i) to register the transfer of or to exchange Series 2023 Bonds during a period beginning at the opening of business fifteen (15) days before the day of mailing of a notice of redemption of Series 2023 Bonds under the Resolution and ending at the close of business on the day of such mailing or (ii) to register the transfer of or to exchange any Series 2023 Bond so selected for redemption in whole or in part. 9 Mutilated, Destroyed, Stolen or Lost Bonds In case any Series 2023 Bond secured by the Resolution shall become mutilated, destroyed, stolen, or lost, the City shall cause to be executed, and the Bond Registrar shall authenticate and deliver, a new Series 2023 Bond of like date and tenor in exchange and substitution for such mutilated Series 2023 Bond or in lieu of and in substitution for such Series 2023 Bond destroyed, stolen, or lost, and the Holder shall pay the reasonable expenses and charges of the City and the Bond Registrar in connection therewith and, in case of a Series 2023 Bond destroyed, stolen, or lost, the Holder shall file with the Bond Registrar evidence satisfactory to it and to the City that such Series 2023 Bond was destroyed, stolen, or lost and of such Holder's ownership thereof, and shall furnish the City and the Bond Registrar indemnity satisfactory to them. Every Series 2023 Bond issued pursuant to the provisions of the Resolution in exchange or substitution for any Series 2023 Bond that is mutilated, destroyed, stolen, or lost shall constitute an additional contractual obligation of the City, whether the destroyed, stolen, or lost Series 2023 Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits hereof equally and proportionately with any and all other Series 2023 Bonds duly issued under the Resolution. All Series 2023 Bonds shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, stolen, or lost Series 2023 Bonds and shall preclude any and all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender. [Remainder of page intentionally left blank] 10 ESTIMATED SOURCES AND USES OF FUNDS The table that follows summarizes the estimated sources and uses of funds to be derived from the sale of the Series 2023A Bonds, the Series 2023B Bonds, and the Series 2023C Bonds: SOURCES: Principal Amount of Series 2023 Bonds [Plus] [Less] [Net] [Original] Issue Premium [Discount] TOTAL SOURCES USES: Deposit to Construction Fund Deposit to Debt Service Reserve Account Cost of Issuance (1) Series 2023A Series 2023B Series 2023C Bonds Bonds Bonds TOTAL USES 91) Includes underwriters' discount, financial advisory and legal fees and expenses, rating agencies' fees, and miscellaneous other costs of issuance. [Remainder of page intentionally left blank] 11 DEBT SERVICE SCHEDULE The following table sets forth the debt service schedule for the Series 2023 Bonds. Series 2023A Bonds Series 2023B Bonds Series 2023C Bonds Bond Year Principal Interest Total Principal Interest Total Principal Interest Total Total 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 [Remainder of page intentionally left blank] 12 SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2023 BONDS General Payment of the principal of, premium, if any, and interest on the Series 2023 Bonds shall be secured by a lien upon and pledge of the Pledged Funds. The "Pledged Funds" are defined in the Resolution to mean collectively, all moneys, securities and instruments held in the Funds and the Accounts therein created and established under the Resolution for the Series 2023 Bonds, except the Rebate Account. As more particularly described in the following paragraph, the City has covenanted in the Resolution to budget and appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues lawfully available in each Fiscal Year, amounts sufficient to satisfy (i) the Annual Debt Service Requirement for such Fiscal Year, (ii) any deposits required to be made into the Debt Service Reserve Account during such Fiscal Year, (iii) any other amounts due the Providers of any Bond Insurance Policy, Reserve Account Insurance Policy or Reserve Account Letter of Credit and the Bond Registrar during such Fiscal Year and (iv) any Rebate Amount due during such Fiscal Year. Such covenant and agreement on the part of the City to budget and appropriate such amounts of Non -Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non -Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the City, the City does not covenant to maintain any services or programs, now provided or maintained by the City, which generate Non -Ad Valorem Revenues. "Non -Ad Valorem Revenues" are defined in the Resolution to mean all revenues of the City derived from any source whatsoever, other than ad valorem taxation on real or personal property, which are legally available to make the payments required under the Resolution. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor does it preclude the City from pledging in the future its Non -Ad Valorem Revenues, nor does it require the City to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Bondholders, the Providers of any Bond Insurance Policy, Reserve Account Insurance Policy or Reserve Account Letter of Credit or the Bond Registrar a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the City. Such covenant to budget and appropriate Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereinafter entered into (including the payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated in the Resolution shall have the effect of making available, in the manner described in the Resolution, Non -Ad Valorem Revenues and placing on the City a positive duty to budget and appropriate, by amendment, if necessary, amounts sufficient to meet its obligations under the Resolution; subject, however, in all respects to the restrictions of Section 166.241(2), Florida Statutes, which provides, in part, that the governing body of each municipality make appropriations for each Fiscal Year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources; and subject further, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the City or which are legally mandated by applicable law. Flow of Funds The Resolution establishes a Sinking Fund, and within the Sinking Fund, the following separate Accounts: (i) the Interest Account, (ii) the Principal Account, (iii) the Bond Redemption Account; and (iv) the Debt Service Reserve Account. 13 Non -Ad Valorem Revenues appropriated in each Fiscal Year for the payment of the principal of, redemption premium, if any, and interest on the Series 2023 Bonds, shall be applied in the following manner: 1. To the full extent necessary, for deposit into each subaccount of the Interest Account in the Sinking Fund, not later than the Business Day preceding each Interest Payment Date, such sums as shall be sufficient to pay the interest becoming due on the Series 2023 Bonds on each such Interest Payment Date; provided, however, that such deposits for interest shall not be required to be made into the applicable subaccount of the Interest Account to the extent that money on deposit therein is sufficient for such purpose. The City shall, on each Interest Payment Date, transfer to the Paying Agent moneys in an amount equal to the interest due on such Interest Payment Date or shall, prior to such Interest Payment Date, advise the Paying Agent of the amount of any deficiency in the amount so to be transferred so that the Paying Agent may give the appropriate notice required to provide for the payment of such deficiency on such Interest Payment Date from any Reserve Account Insurance Policy or Reserve Account Letter of Credit, if any, on deposit in the appropriate subaccount of the Debt Service Reserve Account or from the Bond Insurance Policy, as applicable. 2. (A) To the full extent necessary, for deposit into each subaccount of the Principal Account in the Sinking Fund, not later than the Business day preceding each principal maturity date, the principal amount of Serial Bonds which will mature and become due on such maturity date; provided, however, that such deposits for principal shall not be required to be made into the applicable subaccount of the Principal Account to the extent that money on deposit therein is sufficient for such purpose. The City shall, on each principal payment date, transfer to the Paying Agent moneys in an amount equal to the principal due on such principal payment date or shall, prior to such principal payment date, advise the Paying Agent of the amount of any deficiency in the amount so to be transferred so that the Paying Agent may give the appropriate notice required to provide for the payment of such deficiency on such principal payment date from any Reserve Account Insurance Policy or Reserve Account Letter of Credit, if any, on deposit in the appropriate subaccount of the Debt Service Reserve Account or from the Bond Insurance Policy, as applicable. 3. To the full extent necessary, for deposit into each subaccount of the Bond Redemption Account, if applicable, in the Sinking Fund not later than the Business Day preceding each redemption or maturity date, the Amortization Requirements as may be necessary for the payment of any Term Bonds payable from such subaccount of the Bond Redemption Account on such redemption or maturity date; provided, however, that such deposits for Amortization Requirements shall not be required to be made into the applicable subaccount of the Bond Redemption Account to the extent that money on deposit therein is sufficient for such purpose. The moneys in such subaccount of the Bond Redemption Account shall be used solely for the purchase or redemption of Term Bonds payable therefrom. The City may at any time purchase any of said Term Bonds or portions thereof at prices not greater than the then redemption price of said Term Bonds. If the Term Bonds are not then redeemable, the City may purchase said Term Bonds at prices not greater than the redemption price of such Term Bonds on the next ensuing redemption date. The City shall be mandatorily obligated to use any moneys in such subaccount of the Bond Redemption Account for the redemption prior to maturity of such Term Bonds in such manner and at such times as the same are subject to mandatory redemption. If, by the application of moneys in a subaccount of the Bond Redemption Account, the City shall purchase or call for redemption in any year Term Bonds in excess of the Amortization Requirements for such year, such excess of Term Bonds so purchased or redeemed shall be credited in such manner and at such times as the Director of Finance shall determine over the remaining payment dates. 14 The City shall, on each redemption or maturity date, transfer to the Paying Agent moneys in an amount equal to the payments due on any Term Bonds on such redemption or maturity date or shall, prior to such redemption or maturity date, advise the Paying Agent of the amount of any deficiency in the amount so to be transferred so that the Paying Agent may give the appropriate notice required to provide for the payment of such deficiency on such redemption or maturity date from any Reserve Account Insurance Policy or Reserve Account Letter of Credit on deposit in the applicable subaccount of the Debt Service Reserve Account or from the Bond Insurance Policy, as applicable. 4. To the full extent necessary, for deposit into each subaccount of the Debt Service Reserve Account in the Sinking Fund on the fifteenth (15th) day of each month in each year, beginning with the fifteenth (15th) day of the first full calendar month following the date on which there is a deficiency in the amount required to be on deposit in the subaccounts of the Debt Service Reserve Account, such sums as shall be at least sufficient to pay an amount equal to one -twelfth (1/12) of the difference between the amount on deposit in the subaccounts of the Debt Service Reserve Account (including any Reserve Account Insurance Policy or Reserve Account Letter of Credit) and the Reserve Account Requirement; provided, however, that no payments shall be required to be made into any subaccount of the Debt Service Reserve Account whenever and as long as the amount on deposit therein (including any Reserve Account Insurance Policy or Reserve Account Letter of Credit) shall be equal to the Reserve Account Requirement for such series of Bonds. Moneys, if any, in the subaccounts of the Debt Service Reserve Account shall be used only for the purpose of making payments of principal of and interest on the corresponding series of Series 2023 Bonds when the moneys in any other subaccount of any Account held pursuant to the Resolution and available for such purpose are insufficient therefor. Moneys on deposit in a subaccount shall only be used for the corresponding series of Series 2023 Bonds. Any moneys in the subaccounts of the Debt Service Reserve Account in excess of the Reserve Account Requirement for such series of Series 2023 Bonds may, in the discretion of the City, be transferred to and deposited in the applicable subaccount of the Interest Account, the Principal Account or the Bond Redemption Account as the City at its option may determine. 5. To the Providers, if any, and the Paying Agent, as applicable, in payment of amounts payable to such parties during such Fiscal Year not paid pursuant to the above provisions. Notwithstanding the foregoing or any other provision in the Resolution to the contrary, if any amount applied to the payment of principal of and redemption premium, if any, and interest on the Series 2023 Bonds that would have been paid from a subaccount in the Accounts in the Sinking Fund, is paid instead under the Bond Insurance Policy, amounts deposited in such relevant subaccount may be paid, to the extent required, to the Provider of the Bond Insurance Policy having theretofore made said corresponding payment. The Series 2023 Bonds shall not be and shall not constitute an indebtedness of the City, within the meaning of any constitutional, statutory or charter provisions or limitations, but shall be secured solely by and payable from, the Pledged Funds as provided in the Resolution. No holder or holders of any Series 2023 Bonds shall ever have the right to compel the exercise of the ad valorem taxing power of the City, the State, or any other political subdivision thereof or taxation in any form on any real or personal property therein or the application of any moneys of the City, except the Pledged Funds, and solely to the extent provided in the Resolution, the Non -Ad Valorem Revenues that have been budgeted and appropriated and deposited into the bond Fund to pay the Series 2023 Bonds or the interest thereon or the making of any debt service, reserve or other payments provided for in the Resolution. 15 Enforcement of the City's obligation to budget and appropriate legally available Non -Ad Valorem Revenues shall be through appropriate judicial proceedings. The City has issued and may issue other bonds or debt obligations secured by a similar covenant. See "The City of Miami, Florida Schedule of Principal and Interest for Non -Ad Valorem Revenue Bonds" herein. In addition, various contracts of the City which do not constitute debt may be secured in a similar manner. The City has not covenanted to maintain any programs or other activities which generate Non -Ad Valorem Revenues. Furthermore, the obligation of the City to budget and appropriate Non -Ad Valorem Revenues is subject to a variety of factors, including the payment of essential governmental services of the City and the obligation of the City to have a balanced budget. For a description of additional limitations see "Special Investment Considerations" herein. Debt Service Reserve Account The Resolution requires the City to maintain on deposit in the Debt Service Reserve Account an amount equal to the Reserve Account Requirement for the Series 2023 Bonds. "Reserve Account Requirement" shall mean [if Taxable Bonds: with respect to each series of Series 2023 Bonds, either one half of the Maximum Annual Debt Service on all Series 2023 Bonds Outstanding of such series or, with respect to Tax -Exempt Bonds,] an amount up to the lesser of (i) the Maximum Annual Debt Service on all Series 2023 Bonds Outstanding, (ii) 125% of the average Annual Debt Service Requirement on all Series 2023 Bonds Outstanding, or (iii) 10% of the proceeds of the Series 2023 Bonds within the meaning of the Code. The Reserve Account Requirement for the Series 2023 Bonds is equal to $ . The Debt Service Reserve Account shall be funded in the amount of the Reserve Account Requirement. See "ESTIMATED SOURCES AND USES OF FUNDS" herein. In lieu of or in substitute for the required deposits (including existing deposits therein) into the subaccounts of the Debt Service Reserve Account, the City may cause to be deposited into the subaccounts of the Debt Service Reserve Account a Reserve Account Insurance Policy or a Reserve Account Letter of Credit for the benefit of the Holders of the corresponding series of Bonds Outstanding, which Reserve Account Insurance Policy or Reserve Account Letter of Credit shall be payable or available to be drawn upon, as the case may be (upon the giving of notice as required thereunder), on any Interest Payment Date or principal payment date or mandatory redemption date on which a deficiency exists which cannot be cured by moneys in any other fund or account held pursuant to the Resolution and available for such purpose. If a disbursement is made under the Reserve Account Insurance Policy or the Reserve Account Letter of Credit, the City shall be obligated to either (i) reinstate the maximum limits of such Reserve Account Insurance Policy or Reserve Account Letter of Credit within twelve months by increasing the amount payable or available to be drawn thereunder in equal monthly amounts over such twelve month period, or (ii) deposit, on a monthly basis in accordance with the Resolution into the applicable subaccount of the Debt Service Reserve Account from the Non -Ad Valorem Revenues appropriated in accordance with the Resolution, funds in the amount of the disbursements made under such Reserve Account Insurance Policy or Reserve Account Letter of Credit, or a combination of such alternatives as shall equal the Reserve Account Requirement for the applicable series of Bonds Outstanding. In the event that upon the occurrence of any deficiency in the subaccounts of the Interest Account, the Principal Account or the Bond Redemption Account, the applicable subaccount of the Debt Service Reserve Account is then funded with one or more Reserve Account Insurance Policies and/or Reserve Account Letters of Credit, the City or the Bond Registrar, as applicable, shall, on an interest or principal payment date or mandatory redemption date to which such deficiency relates, draw upon or cause to be paid under such facilities, on a pro-rata basis thereunder, an amount sufficient to remedy such deficiency, in accordance with 16 the terms and provisions of such facilities and any corresponding reimbursement or other agreement governing such facilities; provided however, that if at the time of such deficiency the applicable subaccount of the Debt Service Reserve Account is only partially funded with one or more Reserve Account Insurance Policies and/or Reserve Account Letters of Credit, prior to drawing on such facilities or causing payments to be made thereunder, the City shall first apply any cash and securities on deposit in the applicable subaccount of the Debt Service Reserve Account to remedy the deficiency and, if after such application a deficiency still exists, the City or the Bond Registrar, as applicable, shall make up the balance of the deficiency by drawing on such facilities or causing payments to be made thereunder, as provided in this paragraph. Amounts drawn or paid under a Reserve Account Insurance Policy or Reserve Account Letter of Credit shall be applied as set forth in the Resolution. Any amounts drawn or paid under a Reserve Account Insurance Policy or Reserve Account Letter of Credit shall be reimbursed to the Provider thereof in accordance with the terms and provisions of the reimbursement or other agreement governing such facility. DESCRIPTION OF NON -AD VALOREM REVENUES The City generally receives two primary sources of revenue: ad valorem taxes and non -ad valorem revenues. Ad valorem taxes may not be pledged for the payment of debt obligations of the City maturing more than twelve months from the date of issuance thereof without approval of the electorate of the City. The ad valorem tax revenues of the City are not pledged as security for the payment of the Series 2023 Bonds and the City is not obligated to budget and appropriate ad valorem tax revenues for the payment of the Series 2023 Bonds. The Series 2023 Bonds are payable from Pledged Funds which includes Non -Ad Valorem Revenues budgeted, appropriated and deposited by the City for such purpose as described herein, and are not payable from ad valorem taxation. However, the ability of the City to covenant to budget and appropriate Non -Ad Valorem Revenues is subject to a variety of factors, including the obligation of the City to provide governmental services and the provisions of Florida law which require the City to have a balanced budget. Non -Ad Valorem Revenues of the City may be pledged or applied, subject to certain limitations disclosed herein, for the payment of debt obligations of the City. Such Non -Ad Valorem Revenues include a broad category of revenues, including, but not limited to, revenues received from the federal and state governments, investment income and income produced from certain services and facilities of the City, as described below. Portions of Non -Ad Valorem Revenues have been, and may subsequently be, pledged to secure debt issued by the City. Any such debt is or will be payable from such specific Non -Ad Valorem Revenues prior to payment of debt service on the Series 2023 Bonds. Amounts in particular categories of Non -Ad Valorem Revenues may increase or decrease in the future due to factors within or outside of the control of the City. Certain categories may cease to exist altogether, and new sources may come about from time to time. The Florida Department of Financial Services ("FDFS") has developed, as part of the Uniform Accounting System Manual's Chart of Accounts, six major categories of local government revenues: taxes; permits, fees and special assessments; intergovernmental revenues; charges for services; judgments, fines and forfeitures; and miscellaneous revenues. Using such categories as a guide, the following describes the sources of the City's Non -Ad Valorem Revenues and outlines the City's classification of such Non -Ad Valorem Revenues: 17 Taxes Utilities Tax Revenues The "Utilities Tax" (also, commonly referred to as the "Public Services Tax") is imposed by the City pursuant to the Constitution of the State and Section 166.231, Florida Statutes, and other applicable provisions of law. Florida law authorizes any municipality in the State to levy a utilities tax on the purchase within such municipality of electricity, metered natural gas, liquefied petroleum gas either metered or bottled, manufactured gas either metered or bottled, and water service. Services competitive with those enumerated in the previous sentence, as defined by ordinance, shall be taxed on a comparable base at the same rates. However, fuel oil shall be taxed at a rate not to exceed 4 cents per gallon. The City has levied a utilities tax on the purchase of electricity, metered or bottled gas and water service at a rate of ten percent (10%) of the charge made by the seller of such service or commodity and four cents ($0.04) per gallon upon every purchase of fuel oil. Pursuant to the Section 166.231, Florida Statutes, a municipality is permitted to grant to any qualified business located within an enterprise zone an exemption equal to fifty percent (50%) of the Public Service Tax imposed, or one hundred percent (100%) in the case of the purchase of electricity, if no less than twenty percent (20%) of the employees of such business are residents of an enterprise zone, excluding temporary and part-time employees. A municipality is also permitted to exempt from the Public Service Tax up to and including the first 500 kilowatt hours of electricity purchased per month for residential use and to exempt all or a portion of the purchase of electricity, metered natural gas, liquefied petroleum gas either metered or bottled, or manufactured gas either metered or bottled, or reduce the rate of taxation thereon, when purchased by an industrial consumer which uses the electricity or gas directly in industrial manufacturing, processing, compounding or a production process of items of personal property for sale. The City has not provided any of the foregoing exemptions. Additionally, a municipality may provide an exemption to the public service tax for any public body as defined in Section 1.01, Florida Statutes, and any non-profit corporation or cooperative association organized under Chapter 617, Florida Statutes, which provides water utility services to no more than 13,500 equivalent residential units, ownership of which will revert to a political subdivision upon retirement of all outstanding indebtedness. In addition to the other exemptions and exclusions described herein, a municipality may exempt from the Public Service Tax the purchase of metered or bottled gas (natural liquefied petroleum gas or manufactured) or fuel oil for agricultural purposes. "Agricultural purposes" means bona fide farming, pasture, grove or forestry operations including horticulture, floricultural, viticulture, dairy, livestock, poultry, bee and aquaculture. The City does exempt purchases by the United States Federal Government, the State, the county, the school district, and any public bodies exempted by law or court order. The utilities tax shall not be applied against any fuel adjustment charge. The term "fuel adjustment charge" means all increases in the cost of utility services to the ultimate consumer resulting from an increase in the cost of fuel to the utility subsequent to October 1, 1973. The utilities tax must be collected by the seller from purchasers at the time of sale and remitted to the City on a monthly basis. Taxes on most utility services are separately itemized on the bill rendered to customers, but separate disclosure is not required. A failure by a consumer to pay that portion of the bill attributable to the utilities tax may result in a suspension of the service involved in the same fashion as the failure to pay that portion of the bill attributable to the particular utility service. 18 The amount of Utility Tax received by the City may fluctuate as the price of water, gas and/or electricity and the other services subject to the Utility Tax fluctuates and a sustained increase in the price thereof may have an adverse effect on the amount of Utility Tax collected. Local Communications Services Tax The Communications Services Tax Simplification Act, enacted by Chapter 2000-260, Laws of Florida, as amended by Chapter 2001-140, Laws of Florida, and now codified in part as Chapter 202, Florida Statutes (the "CSTA") established, effective October 1, 2001, a local communications services tax on the sale of communications services as defined in Section 202.11, Florida Statutes, and as of the same date repealed Section 166.231(9), Florida Statutes, which previously granted municipalities the authority to levy a utility services tax on the purchase of telecommunications services. The City implemented its Local Communications Services Tax pursuant to Ordinance No. 14150 enacted on February 23, 2023. The proceeds of the local communications services tax, less Florida Department of Revenue's ("FDOR") cost of administration which may not exceed 1% of the total tax generated, are deposited in the Local Communications Services Tax Clearing Trust Fund (the "CST Trust Fund") and distributed monthly to the appropriate jurisdiction. The local communications services tax revenues received by the City are deposited into the City's General Fund and may be used for any public purpose. The revenues that are received by the City from such communications services tax which derive from the CST Trust Fund created with the FDOR pursuant to Section 202.193, Florida Statutes, may be pledged for the repayment of current or future bonded indebtedness. One effect of the CSTA was to replace the former utilities tax on telecommunications, including pre- paid calling arrangements, as well as any revenues from franchise fees on cable and telecommunications service providers and permit fees relating to placing or maintaining facilities in rights -of -way collected from providers of certain telecommunications services, with the local communications services tax. This change in law was intended to be revenue neutral to the counties and municipalities. The communications services tax applies to a broader base of communications services than the former utilities tax on telecommunications. The local communications services tax applies to the purchase of "communications services" which originated or terminated within the City, with certain exemptions described below. "Communication services" under the CSTA are defined as the transmission, conveyance, or routing of voice, data, audio, video, or any other information or signals, including cable services, to a point, or between or among points, by or through any electronic, radio, satellite, cable, optical, microwave, or other medium or method now in existence or hereafter devised, regardless of the protocol used for such transmission or conveyance. The term does not include: (a) Information services. (b) Installation or maintenance of wiring or equipment on a customer's premises. (c) The sale or rental of tangible personal property. (d) The sale of advertising, including, but not limited to, directory advertising. (e) Bad check charges. (f) Late payment charges. (g) Billing and collection services. 19 (h) Internet access service, electronic mail service, electronic bulletin board service, or similar on-line services. While such services have historically been taxed if the charges for such services are not stated separately from the charges for communications services, on a customer's bill, providers now have the ability to exclude such services from the tax if they can be reasonably identified from the selling dealer's books and records kept in the regular course of business. The dealer may support the allocation of charges with books and records kept in the regular course of business covering the dealer's entire service area, including territories outside of Florida. The sale of communications services to (i) the federal government, or any instrumentality or agency thereof, or any entity that is exempt from state taxes under federal law, (ii) the State or any county, municipality or political subdivision of the State when payment is made directly to the dealer by the governmental entity, and (iii) any home for the aged or educational institution (which includes state tax - supported and nonprofit private schools, colleges and universities and nonprofit libraries, art galleries and museums, among others) or religious institutions (which include, but are not limited to, organizations having an established physical place for worship at which nonprofit religious services and activities are regularly conducted) that is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), are exempt from the local communications services tax. Any sale of communications services charged to a service address in the City is subject to the City's local communications services tax at a rate of 5.72%. The CSTA provides that, to the extent that a provider of communications services is required to pay to a local taxing jurisdiction a tax, charge, or other fee under any franchise agreement or ordinance with respect to the services or revenues that are also subject to the local communications services tax, such provider is entitled to a credit against the amount of such local communications services tax payable to the State in the amount of such tax, charge, or fee with respect to such service or revenues. The amount of such credit is deducted from the amount that such local taxing jurisdiction is entitled to receive under Section 202.18(3), Florida Statutes. Under the CSTA, local governments must work with the FDOR to properly identify service addresses to each municipality and county. If a jurisdiction fails to provide the FDOR with accurate service address information, the local government risks losing tax proceeds that it should properly receive. The City believes it has provided the FDOR with all information that the FDOR has requested as of the date hereof and that such information is accurate. Providers of communications services collect the local communications services tax and may deduct 0.75% as a collection fee (or 0.25% in the case of providers who do not employ an enhanced zip code database or a data base that is either supplied or certified by the FDOR). The communications services providers remit the remaining proceeds to the FDOR for deposit into the CST Trust Fund. The FDOR then makes monthly contributions from the CST Trust Fund to the appropriate local governments after deducting up to 1% of the total revenues generated as an administrative fee. The amount of local communications services tax revenues received by the City is subject to increase or decrease due to (i) increases or decreases in the dollar volume of taxable sales within the City, (ii) legislative changes, and/or (iii) technological advances which could affect consumer preferences. The amount of the local communications services tax revenues collected within the City may be adversely affected by de - annexation. Such de -annexation would decrease the number of addresses contained within the City. At this time there are no de -annexations anticipated within the City. 20 Business Tax Revenues The "Business Tax" (formerly called the "Occupational License Tax") includes the business taxes levied and collected by the City pursuant to Chapter 205, Florida Statutes, and Ordinance 10303 enacted by the City on July 23, 1987. Section 205.042, Florida Statutes, authorizes the City to levy "a business tax for the privilege of engaging in or managing any business, profession, or occupation within its jurisdiction." The Business Tax may be levied on: (1) Any person who maintains a permanent business location or branch office within the municipality, for the privilege of engaging in or managing any business within its jurisdiction. (2) Any person who maintains a permanent business location or branch office within the municipality, for the privilege of engaging in or managing any profession or occupation within its jurisdiction. (3) Any person who does not qualify under subsection (1) or subsection (2) and who transacts any business or engages in any occupation or profession in interstate commerce, if the Business Tax is not prohibited by the United States Constitution. All Business Tax receipts are issued for payment by the City beginning August 1 of each year and such taxes are due and payable on or before September 30 of each year. Each Business Tax receipt expires on September 30 of the succeeding year. Business Tax receipts that are not renewed when due and payable are delinquent and subject to a delinquency penalty of 10% for the month of October, plus an additional 5% penalty for each subsequent month of delinquency until paid. However, the total delinquency penalty may not exceed 25% of the Business Tax for the delinquent establishment. Any person who engages in or manages any business, occupation, or profession without first paying the required Business Tax, is subject to a penalty of 25% of the tax due, in addition to any other penalty provided by law or ordinance. Any person who engages in any business, occupation, or profession covered by Chapter 205, Florida Statutes, who does not pay the required Business Tax within 150 days after the initial notice of tax due, and who does not obtain the required Business Tax receipt, is subject to civil actions and penalties, including court costs, reasonable attorneys' fees, additional administrative costs incurred as a result of collection efforts, and a penalty of up to $250. Chapter 205, Florida Statutes, provides that the City may only increase by ordinance the rates of Business Taxes every other year by up to 5%. The increase, however, may be enacted by at least a majority plus one vote of the Commission. In past sessions of the Florida Legislature, legislation has been introduced that, had it been enacted, could have reduced the amount of Business Taxes to be collected by the City. Such proposed legislation was not passed. No assurance can be given that similar legislation will not be re -introduced in the future. Permits, Fees and Special Assessments Franchise Fees The City imposes an energy franchise fee upon FPL pursuant to Ordinance No. 11662, enacted by the City on May 26,1998, whereby the City granted to FPL, a franchise for the purpose of constructing, operating and maintaining a distribution system for delivery of chilled water and steam to provide energy efficient heating and cooling to existing and future developments. Such franchise is effective for a term of thirty-seven 21 years. Additionally, the City has granted non-exclusive commercial solid waste franchises and levies certain fees thereunder against commercial solid waste service providers. There is no guarantee that the services described above will continue to be provided by such franchisees in the future rather than by governmental entities, including the City, in which case no franchise fees would be received. Additionally, continued receipt of the franchise fees is dependent upon the continued financial viability of such franchise and the continued need by the City's citizens for the services provided. Mobile Home Licenses Section 320.08, Florida Statutes, imposes an annual license tax in lieu of ad valorem taxes upon mobile homes which are not permanently affixed to real property. The annual license taxes are remitted by the Tax Collector to the State. Pursuant to Section 320.081, Florida Statutes, after deduction of a service charge for each license issued, the State remits to the School Board of Miami -Dade County one half of the proceeds collected on each license and the remainder to the City for units which are located within its corporate limits or to the County for units located in the unincorporated areas of the County. Intergovernmental All revenues received by a local unit from federal, state, and other local government sources in the form of grants, shared revenues, payments in lieu of taxes and payments in lieu of franchise fees would be included in the intergovernmental revenues category. The category can be further classified into eight subcategories: federal grants, federal payments in lieu of taxes ("PILOT"), state grants, state shared revenues, state PILOT, if any, local grants, local shared revenues, and local PILOT. If a particular grant is funded from separate intergovernmental sources, then the revenue is recorded proportionately. The largest component is the Local Government Half -Cent Sales Tax. Half -Cent Sales Tax Revenues Chapter 218, Part VI, Florida Statutes (the "Sales Tax Act"), authorizes the levy and collection by the State of a sales tax upon, among other things, the sales price of each item or article of tangible personal property sold at retail in the State, subject to certain exceptions and dealer allowances. In 1982, the Florida Legislature created the Local Government Half -Cent Sales Tax Program (the "Half -Cent Sales Tax Program") which distributes a portion of the sales tax revenue and money from the State's General Revenue Fund to counties and municipalities that meet strict eligibility requirements. In 1982, when the Half -Cent Sales Tax Program was created, the general rate of sales tax in the State was increased from 4% to 5%, and one-half of the fifth cent was devoted to the Half -Cent Sales Tax Program, thus giving rise to the name "Half -Cent Sales Tax." Although the amount of sales tax revenue deposited into the Half -Cent Sales Tax Program is no longer one-half of the fifth cent of every dollar of the sales price of an item subject to sales tax, the name "Half -Cent Sales Tax" has continued to be utilized. As of October 1, 2001, the Half -Cent Sales Tax Trust Fund began receiving a portion of certain taxes imposed by the State on communications services pursuant to Chapter 202, Florida Statutes. Accordingly, moneys distributed from the Half -Cent Sales Tax Trust Fund now consist of funds derived from both general sales tax proceeds and certain taxes imposed on the sales of communications services required to be deposited into the Half -Cent Sales Tax Trust Fund. The Half -Cent Sales Tax is collected on behalf of the State by businesses at the time of sale at retail, use, consumption, or storage for use or consumption, of taxable property and remitted to the State on a 22 monthly basis. The Sales Tax Act provides for penalties and fines, including criminal prosecution, for non- compliance with the provisions thereof. The general rate of sales tax in the State is currently 6%. Section 212.20, Florida Statutes, provides for the distribution of 8.9744%, reduced by 0.1%, of sales tax revenues to the Half -Cent Sales Tax Clearing Trust Fund (the "Half -Cent Sales Tax Trust Fund"), after providing for certain transfers to the State's General Fund. Such amount deposited in the Half -Cent Sales Tax Trust Fund is earmarked for distribution to the governing body of such county and each participating municipality within that county pursuant the following distribution formula: County Share (percentage of total Half -Cent = unincorporated + 2/3 incorporated Sales Tax receipts) area population area population total county population + 2/3 incorporated area population Municipality Share (percentage of total Half -Cent = municipality population Sales Tax receipts) total county population + 2/3 incorporated area population For purposes of the foregoing formula, "population" is based upon the latest official State estimate of population certified prior to the beginning of the local government fiscal year. Should the City annex any area or should any area of the City de -annex from the City, the share of the Half -Cent Sales Tax received by the City would be respectively increased or decreased according to the foregoing formula. The Half -Cent Sales Tax is distributed from the Half -Cent Sales Tax Trust Fund on a monthly basis to participating units of local government in accordance with the Sales Tax Act and is deposited by the City into the City's General Fund. The Sales Tax Act permits the City to pledge its share of the Half -Cent Sales Tax for the payment of principal of and interest on any capital project. To be eligible to participate in the Half -Cent Sales Tax Program, each municipality and county is required to have satisfied the Eligibility Requirements (defined below). The City must have: (i) reported its finances for its most recently completed fiscal year to the Florida Department of Banking and Finance ("FDBF") as required by Florida law; (ii) made provisions for annual post audits of financial accounts in accordance with provisions of law; (iii) levied, as shown on its most recent financial report, ad valorem taxes, exclusive of taxes levied for debt service or other special millages authorized by the voters, to produce the revenue equivalent to a millage rate of 3 mills on the dollar based upon 1973 taxable values or, in order to produce revenue equivalent to that which would otherwise be produced by such 3 mill ad valorem tax, to have received certain revenues from a county (in the case of a municipality), collected an occupational license tax, utility tax, or ad valorem tax, or any combination of those four sources; (iv) certified that persons in its employ as law enforcement officers meet certain qualifications for employment, and receive certain compensation; 23 (v) certified that persons in its employ as firefighters meet certain employment qualifications and are eligible for certain compensation; (vi) certified that each dependent special district that is budgeted separately from the general budget of such county or municipality has met the provisions for annual post audit of its financial accounts in accordance with law; and (vii) certified to FDOR that it has complied with certain procedures regarding the establishment of the ad valorem tax millage of the county or municipality as required by law. The requirements described in (i) through (vii) are referred to herein as the "Eligibility Requirements". If the City does not comply with the Eligibility Requirements, the City would lose its Half - Cent Sales Tax Trust Fund distributions for twelve (12) months following a "determination of noncompliance" by FDOR. The City has continuously maintained eligibility to receive the Half -Cent Sales Tax. Although the Sales Tax Act does not impose any limitation on the number of years during which the City can receive distribution of the Half -Cent Sales Tax revenues from the Half -Cent Sales Tax Trust Fund, there may be amendments to the Sales Tax Act in subsequent years imposing additional requirements of eligibility for counties and municipalities participating in the Half -Cent Sales Tax Program, and it is not unusual for the distribution formulas in Sections 212.20(6)(d) or 218.62, Florida Statutes, to be revised from time to time. The amount of Half -Cent Sales Tax revenues received by the City is subject to increase or decrease due to (i) increases or decreases in the dollar volume of taxable sales within the County, (ii) legislative changes relating to the overall sales tax, which may include changes in the scope of taxable sales, changes in the tax rate and changes in the amount of sales tax revenue deposited into the Half -Cent Sales Tax Trust Fund, (iii) changes in the relative population of the City, which affect the percentage of Local Government Half -Cent Sales Tax received by the City, and (iv) other factors which may be beyond the control of the City, including but not limited to the potential for increased use of electronic commerce and other internet-related sales activity that could have a material adverse impact upon the amount of sales tax collected by the State and then distributed to the City. State Revenue Sharing A portion of certain taxes levied and collected by the State is shared with local governments under provisions of Section 218.215, Florida Statutes. The amount deposited by the FDOR into the State Revenue Sharing Trust Fund for Municipalities is 1.3653% of available sales and use tax collections after certain required distributions and the net collections from the one -cent municipal fuel tax. To be eligible for State Revenue Sharing funds beyond the minimum entitlement (defined as the amount necessary to meet obligations to which the City has pledged amounts received from the State Revenue Sharing Trust Fund for Municipalities), a local government must have met the Eligibility Requirements. If the City fails to comply with such requirements, the FDOR may utilize the best information available to it, if such information is available, or take any necessary action including disqualification, either partial or entire, and the City shall further waive any right to challenge the determination of the FDOR as to its distribution, if any. Eligibility is retained if the local government has met eligibility requirements for the 24 previous three years, even if the local government reduces its millage or utilities taxes because of the receipt of State Revenue Sharing funds. The amount of the State Revenue Sharing Trust Fund for Municipalities distributed to any one municipality is the average of three factors: an adjusted population factor; a sales tax collection factor, which is the proportion of the local City's ordinary sales tax distribution the municipality would receive if the distribution were strictly population -based; and a relative revenue -raising ability factor, which measures the municipality's ability to raise revenue relative to other qualifying municipalities in the State. The distribution to an eligible municipality is determined by the following procedure. First, a municipal government's entitlement is computed on the basis of the apportionment factor applied to all State Revenue Sharing Trust Fund receipts available for distribution. Second, the revenue to be shared via the formula in any fiscal year is adjusted so that no municipality receives fewer funds than its guaranteed entitlement, which is equal to the aggregate amount received from the state in fiscal year 1971-72 under then - existing statutory provisions. Third, the revenue to be shared via the formula in any fiscal year is adjusted so that all municipalities receive at least their minimum entitlement, which means the amount of revenue necessary for a municipality to meet its obligations as the result of pledges, assignments, or trusts entered into that obligated State Revenue Sharing Trust Fund monies. Finally, after making these adjustments, any remaining State Revenue Sharing Trust Fund monies are distributed on the basis of the additional money of each qualified municipality in proportion to the total additional money for all qualified municipalities. The following are sources of revenues that are deposited into the State Revenue Sharing Trust Fund for Municipalities. Sales Tax Revenues. Prior to July 1, 2000, a state tax was levied on cigarette packages at varying rates, depending upon the length and number of cigarettes in a package and, pursuant to Section 210.20(2)(a), Florida Statutes, certain amounts derived from such cigarette taxes were deposited to the Revenue Sharing Trust Fund for Municipalities after deducting therefrom certain charges for administration and collection. Effective July 1, 2000, the cigarette tax revenues were eliminated from distribution to the Revenue Sharing Trust Fund for Municipalities and replaced with sales and use tax proceeds. Currently, 1.3653% of the available proceeds of the sales and use tax imposed pursuant to Chapter 212, Florida Statutes, is transferred monthly to the Revenue Sharing Trust Fund for Municipalities after certain other transfers have been made and certain charges for administration and collection have been deducted therefrom. Municipal Fuel Tax. The proceeds of the municipal fuel tax imposed pursuant to Section 206.41(1)(c), Florida Statutes, after deducting certain service charges and administrative costs is transferred into the Revenue Sharing Trust Fund for Municipalities. Funds derived from the municipal fuel tax on motor fuel may only be used to pay debt service allocable to transportation facilities. None of the debt service on the Series 2023 Bonds is allocable to transportation facilities. The sales and use tax provides the majority of the receipts for the guaranteed entitlement from the Revenue Sharing Trust Fund for Municipalities. For the State's 2022 fiscal year, approximately 79.6% of the deposits of the Revenue Sharing Trust Fund for Municipalities were from sales and use tax and approximately 20.4% were from the municipal fuel tax. 25 Fuel Tax The City receives revenues from the County relating to various fuel taxes imposed within the County. However, such fuel tax revenues may only be used by the City for certain transportation -related expenditures and may only be used to pay that portion of the debt service which is allocable to transportation -related projects. None of the debt service on the Series 2023 Bonds will be allocated to transportation -related expenditures. Accordingly, none of the fuel tax revenues may be used to pay debt service on the Series 2023 Bonds. Fines and Forfeitures Fines and forfeitures reflect those penalties and fines imposed for the commission of statutory offenses, violation of lawful administrative rules and regulations, and for neglect of official duty. Forfeitures include revenues resulting from ordinance violation fines, filing fees and tax billed penalties. Charges for Services Charges for various services provided by the City to residents, property owners, and grants received from other governments, including the following: (a) General Government: all money resulting from charges for current services; i.e., photographs, reports and ordinances; (b) Public Safety: fees for police services, fire protection services and emergency services; (c) Physical Environment: charges include cemetery fees; (d) Building and Zoning Inspections: fees for inspections such as plumbing, electrical, elevator and mechanical inspections; (e) Marina Fees: all fees associated with operations of the various City marinas; (f) Recreational and Special Events: fees for parks and recreation activities and events; and (g) Other: fees for services not specifically mentioned above, i.e., engineering services, public hearing fees. Recent Legislation The Florida Legislature passed SB 50 during its 2021 session which went into effect on July 1, 2021. SB 50 requires out—of—state online retailers with no presence within the State who expect to make over $100,000 in remote/online sales to collect and remit the State's 6% sales tax on such online sales of taxable items. The Florida Legislature passed CS/RB 7071 during its 2022 session which went into effect on July 1, 2022. Among other things, CS/RB 7071 implements new or expands the following sales tax exemptions: a two- year exemption for impact -resistant windows, doors and garage doors; a one-year exemption for children's clothing, shoes and diapers; a one-year exemption for certain Energy Star certified appliances; a three-month exemption for children's book; an exemption for admissions to Formula One Grand Prix races, FIFA World Cup matches and Daytona 500 races; an exemption for equipment used in the production of green hydrogen; an exemption for the purchase of farm trailers and certain fencing; and a reduction in the sales tax on the sale of a new mobile home from six percent to three percent. Additionally, CS/RB 7071 added sales tax holidays for calendar year 2022 including: a fourteen -day 'back -to -school" holiday for certain clothing, school supplies, 26 learning aids and computers; a fourteen -day "disaster preparedness" holiday for sales of specified items related to disaster preparedness; a seven-day "recreational" holiday for certain recreational supplies; a seven- day "tools" holiday for tools and equipment needed in skilled trades; and a one -month motor fuels holiday. The Florida Legislature passed HB 7063 during its 2023 session which went into effect on July 1, 2023. Among other things, HB 7063 implements permanent sales tax exemptions for: specified baby and toddler products and clothes, adult incontinence products, oral hygiene products, machinery and equipment to produce renewable natural gas, certain agricultural fencing, firearm safety devices, and small private investigative agency services. HB 7063 also provides the following temporary sales tax exemptions: a one- year exemption for certain ENERGY STAR certified appliances; and a one-year exemption for gas ranges and cooktops. Additionally, HB 7063 also includes the following sales tax holidays: two 14-day' back -to -school" tax holidays; two 14-day "disaster preparedness" tax holidays; a three-month "Freedom Summer" tax holiday for specified recreational items and activities; and a seven-day "Tool Time" tax holiday for tools and equipment commonly used in skilled trades. The City does not believe HB 7063 will have an adverse impact on its ability to pay debt service on the Series 2023 Bonds. Other Revenue and Financing Sources This category includes a variety of revenues and transfers from other funds, including the interest earnings on invested funds. As described herein, the obligation and the ability of the City to budget and appropriate Non -Ad Valorem Revenues is subject to a variety of factors, including the obligation of the City to provide essential governmental services and the obligation of the City to have a balanced budget. Essential governmental services provided by the City are generally considered to include police and fire services and governmental services which the City is obligated to provide for the health, welfare and safety of the people. However, the scope of essential governmental services is not precisely defined by State law. To the extent other City functions and programs are considered essential governmental services, a corresponding portion of the City's budget may be funded from Non -Ad Valorem Revenues prior to such Non -Ad Valorem Revenues being available for the City to budget and appropriate for the purpose of making payments on indebtedness payable from Non -Ad Valorem Revenues, including without limitation, the Series 2023 Bonds. In the calculation of the Non -Ad Valorem Revenues available to make payments on indebtedness payable from Non -Ad Valorem Revenues, including without limitation, the Series 2023 Bonds, the City has treated the costs of police and fire services and general governmental services related to health, welfare and safety of the people as the costs of essential governmental services (other than related pension costs, which are a separate line item). Commencing with Fiscal Year 2013, the Public Safety and General Government categories include their respective cost for pension, health care and worker compensation cost which was separately accounted for in previous years. While these are the largest budget categories constituting essential governmental services, other specific functions and programs may constitute essential governmental services. The following table represents the City's audited determination of Non -Ad Valorem Revenues for the Fiscal Years Ended September 30, 2018 through September 30, 2022, unaudited for the Fiscal Year Ended September 30, 2023 and the budgeted determination of Non -Ad Valorem Revenues for Fiscal Year Ending September 30, 2024. As indicated under the caption "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2023 BONDS — General" herein, the City is required to operate with a balanced budget. The City generally budgets all of its Non -Ad Valorem Revenues for its essential and other services, including, without limitation, the payment of debt service on indebtedness payable from such Non -Ad Valorem Revenues. The City has not currently included the debt service payment for the Series 2023 Bonds in its Fiscal Year 2024 Budget. Pursuant to the Resolution, the City will amend its Fiscal Year 2024 Budget in order to include such 27 debt service in the Fiscal Year 2024 Budget. See "GENERAL INFORMATION REGARDING THE CITY OF MIAMI - General Fund" herein. [Remainder of page intentionally left blank] 28 THE CITY OF MIAMI, FLORIDA LEGALLY AVAILABLE NON -AD VALOREM REVENUES -FISCAL YEAR ENDED SEPTEMBER 30th Revenues: Franchise and Utility Taxes Licenses and Permits: Business Licenses and Permits Construction Permits Total Licenses and Permits Intergovernmental: State and Revenue Sharing Half -Cent Sales Tax Fine and Forfeitures Other Total Intergovernmental Charges for Services: Engineering Services Public Safety Recreation Other Total Charges for Services Interest Income Other Operating: Transfers In(3) Total Sources of Legally Available Non -Ad Valorem Revenues Essential Expenses Not Paid with Ad Valorem Taxes(4) Non -Ad Valorem Revenues Available to be budgeted after Payment of Essential Governmental Services Maximum Annual Debt Service Ratio of Non -Ad Valorem Revenues to Pro Forma Maximum Annual Debt Service 2018 $113,992,902.00 $38,890,898.59 $34,422,720.00 $73,313,618.59 $34,167,777.17 $35,786,996.83 $13,887,393.29 $83,842,167.29 $25,651,270.64 $15,832,724.97 $15,026,493.38 $60,970,575.00 $117 481 063.99 $5,808,378.00 $19,057,070.00 $6,163,609.00 $419 658 808.87 $(149,971,618.00) $269,687,190.87 50,779,877.61 5.31x Source: City of Miami, Finance Department Note: Explanatory footnotes appear on next page 2019 $115,560,039.28 $44,650,200.86 $30,771,602.35 $75,421,803.21 $43,581,189.57 $37,022,921.27 $7,699,137.96 $31,868.29 $88,335,117.09 $24,527,483.27 $18 492 335.81 $15,700,104.87 $63 454,277.98 $112,174,201.93 $12,357,625.00 $10,723,561.00 $3,830,006.00 $428,402,353.51 $(180 820 389.00) $247,581,964.51 $48,168,773.20 5.14x 2020 $113,729,424.96 $45,149,797.00 $26 744,089.00 $71,893,886.00 $31,202,353.44 $32 664 563.56 $7,487,992.15 $71 354,909.15 $24,779,335.37 $16 225 978.00 $11,679,100.67 $51 142,469.00 $103,856,883.04 $10,684,319.00 $3,957,298.00 $5,291,193.00 $380 767,913.15 $(131,940,445.00) $248,827,468.15 $51,104,720.23 4.87x 2021 $116,185,678.00 $45,518,774.00 $26,731,540.00 $72,250,314.00 $32,151,292.00 $40,024,004.00 $7,982,232.00 $80,157,528.00 $24,389,975.00 14,986,314.00 $13,780,543.00 $61,403,868.00 $114 560 700.00 $808,854.00 $6,478,363.00 $5,605,700.00 $396 047,137.00 $(140,737,137.00) $255,310,000.00 $51,821,970.36 4.93x 2022 $127,043,592.00 $52,879,061.00 $41,217,476.00 $94,096,537.00 $55,518,119.00 $49,108,943.00 $6,841,999.00 $111,469,061.00 $24,403,849.00 $16,463,735.00 $18,801,128.00 $84,800,215.00 $144 468 927.00 $(1,898,842.00) 6,307,602.00 $6,706,645.00 $488 193 522.00 $(163 848 198.00) $324,345,324.00 $50,154,497.41 6.47x Unaudited 2023 i Budgeted 2024 Footnotes to table titled "THE CITY OF MIAMI, FLORIDA LEGALLY AVAILABLE NON -AD VALOREM REVENUES -FISCAL YEAR ENDED SEPTEMBER 30th" follow: The following table represents the City's debt service as of September 30, 2022, on obligations payable from Non -Ad Valorem Revenues. For a detailed listing of the City's outstanding debt see "LIABILITIES OF THE CITY — Direct Debt" herein. THE CITY OF MIAMI, FLORIDA SCHEDULE OF PRINCIPAL AND INTEREST FOR NON -AD VALOREM REVENUE BONDS Fiscal Year Principal Interest Total 2023 $36,055,798.69 $14,098,698.72 $50,154,497.41 2024 34,739,734.64 13,039,251.54 47,778,986.18 2025 33,852,505.57 12,031,090.18 45,883,595.75 2026 32,829,554.60 10,966,172.18 43,795,726.78 2027 28,553,104.00 9,920,045.50 38,473,149.50 2028 28,823,104.00 8,959,581.75 37,782,685.75 2029 29,833,104.00 7,940,496.70 37,773,600.70 2030 28,963,104.00 6,856,407.80 35,819,511.80 2031 22,413,104.00 5,999,553.70 28,412,657.70 2032 17,083,104.00 5,294,360.50 22,377,464.50 2033 15,533,104.00 4,664,094.10 20,197,198.10 2034 15,624,502.81 4,031,706.20 19,656,209.01 2035 15,680,000.00 3,368,349.20 19,048,349.20 2036 16,380,000.00 2,675,103.50 19,055,103.50 2037 17,440,000.00 1,950,388.70 19,390,388.70 2038 18,605,000.00 1,173,820.20 19,778,820.20 2039 11,425,000.00 357,460.30 11,782,460.30 2040 1,490,000.00 55,965.00 1,545,965.00 2041 3,238,863.62 18,819.00 3,257,682.62 Total $408,562,687.93 $113,401,364.78 $521,964,052.71 Source: City of Miami Finance Department 30 General Fund The General Fund is the general operating fund of the City. It accounts for all financial resources except for those required to be accounted for in another fund. The largest source of revenue in this fund is generated from ad valorem taxation. See "GENERAL INFORMATION REGARDING THE CITY OF MIAMI - Financial Integrity Ordinance" herein for a discussion of the General Fund reserves. The following chart shows audited information regarding the General Fund for the Fiscal Years Ended September 30, 2018 through September 30, 2022 and unaudited information for the Fiscal Year Ended September 30, 2023. Summary Schedule of Revenues, Expenditures and Net Changes in Fund Balance for the General Fund Unaudited 2018 2019 2020 2021 2022 2023(1) Revenues Property Taxes $325,267,816 $359,518,170 $389,606,919 $410,291,273 $430,656,93 Franchise Fees/Other Taxes 113,993,902 115,560,040 113,729,425 116,185,678 127,043,592 Licenses and Permits 73,313,619 75,421,804 71,893,886 72,250,314 94,096,53 Fines and Forfeitures 13,887,391 7,699,136 7,487,994 7,982,232 6,841,999 Intergovernmental 69,954,774 80,635,979 63,866,915 72,175,296 104,627,062 Charges for Services 117,481,066 122,174,203 103,856,883 114,560,700 144,468,927 Investment Earnings 5,808,378 12,357,625 10,684,319 808,854 (1,898,842) Other 19,057,070 10,723,544 3,957,298 6,478,363 6,307,602 Total Revenues $738,763,016 $784,090,501 $765,083,639 $800,732,710 $912,143,808 Expenditures General Government $105,033,054 $124,834,945 $92,899,885 $111,051,681 $113,447,010 Planning & Development 20,613,481 24,435,218 26,424,572 28,730,032 32,345,643 Public works 77,402,620 83,423,727 91,590,121 95,072,836 101,527,507 Public safety 372,442,596 417,570,063 431,285,100 440,984,151 481,538,041 Other Departments 59,739,710 62,308,866 61,731,944 64,414,422 71,264,256 Total Expenditures $635,231,461 $712,572,819 $703,931,622 $740,405,453 $800,122,457 Excess (Deficiency) of Revenues Over (Under) Expenditures $103,531,555 71,517,682 61,152,017 60,327,257 112,021,351 Other Financing Sources and (Uses): Operating Transfers In 6,163,609 3,830,006 5,291,193 5,605,699 6,706,645 Operating Transfers Out (82,653,000) (63,061,000) (70,719,379) (105,213,475) (88,539,750) Proceeds from sale of property 277,969 195,133 897,255 227,165 540,279 Total Other Financing Sources(Uses) ($76,211,422) ($59,05,861) ($64,530,931) ($99,380611) ($81,292,826) Net Change in Fund Balance Fund Balance — Beginning of Year Fund Balance — End of Year Source: [The City of Miami, Florida]. (1) $27,320,133 $12,481,821 ($3,378,914) ($39,053,354) $30,728,525 $160,143,418 $187,463,551 $199,945,373 $196,566,459 $157,513,105 $187 463 551 $199,945,372 $196,566,459 $157,513,105 8488.241,630 The Fiscal Year 2023 numbers are preliminary and unaudited. These numbers are based on information available to the City's Finance and Budget Departments as a result of a "soft close" of the City's finances conducted during . The final, audited numbers for Fiscal Year 2023 may, and in all likelihood will, differ from the preliminary, unaudited numbers presented herein. There can be no assurance given that any such difference will not be material. 31 Special Investment Considerations As described above, the City's covenant to budget and appropriate Non -Ad Valorem Revenues does not constitute a lien, either legal or equitable, on any of the City's revenues. The amount of such revenues available to make payments on the Series 2023 Bonds may be effectively limited by (i) the requirement for a balanced budget, (ii) funding requirements for essential governmental services of the City, (iii) a decrease in one or more of the sources of Non -Ad Valorem Revenues, for example, a fluctuation in the Half -Cent Sales Tax collections due to changes in economic activity and a decrease in the dollar volume of purchases in Miami -Dade County, (iv) legislative action and (v) the inability of the City to expend revenues not appropriated or in excess of funds actually available after the use of such funds to satisfy obligations having an express lien or pledge on such funds. Furthermore, except as provided in the Resolution (and described herein under the caption "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2023 BONDS — Additional Debt Payable From Non -Ad Valorem Revenues"), the City is not restricted in its ability (i) to pledge such revenues for other purposes or to issue additional debt specifically secured by such revenues or by a covenant to budget and appropriate similar to that contained in the Resolution for the Series 2023 Bonds or (ii) to reduce or discontinue services that generate Non -Ad Valorem Revenues. All of these factors may limit the availability of Non -Ad Valorem Revenues to pay a portion of the debt service on the Series 2023 Bonds. In addition, there can be no certainty as to the outcome of any judicial proceedings to enforce the City's obligation to appropriate such funds. Additional Debt Payable from Non -Ad Valorem Revenues Pursuant to the Resolution, the City may incur additional debt (other than the Series 2023 Bonds) that is payable from all or a portion of the Non -Ad Valorem Revenues only if the total amount of the legally available Non -Ad Valorem Revenues for the prior Fiscal Year were (a) at least 2.00 times the aggregate Maximum Annual Debt Service of all debt (including all long-term financial obligations appearing on the City's most recent audited financial statements and the debt proposed to be incurred) to be paid from Non - Ad Valorem Revenues and not other moneys of the City (collectively, "Debt"), including any Debt payable from one or several specific sources of Non -Ad Valorem Revenue, but only to the extent such Non -Ad Valorem Revenues are legally available to pay debt service on the Series 2023 Bonds, and (b) so long as the Series 2023 Bonds are outstanding and if a Reserve Account Insurance Policy [or Reserve Account Letter of Credit] is in effect, at least 1.00 times the obligation of the City to repay any costs then due and owing to the Provider of a Reserve Account Insurance Policy [or Reserve Account Letter of Credit.] Pledge of Non -Ad Valorem Revenues No specific source of Non -Ad Valorem Revenues are pledged to the payment of the Series 2023 Bonds. Certain specific sources of Non -Ad Valorem Revenues are pledged for the payment of other indebtedness of the City. See "LIABILITIES OF THE CITY -Direct Debt" herein. Future issues of other indebtedness of the City may be secured by a pledge of Non -Ad Valorem Revenues as described above. See "OTHER DEBT CONSIDERATIONS" herein. 32 MANAGEMENT DISCUSSION OF BUDGET AND FINANCES The following discusses certain aspects of the City's current financial position and projected finances for Fiscal Years 2023 through 2024. Fiscal Year 2023 Results The City's Fiscal Year ended September 30, 2023 is expected to have a [TO COME] The following table provides the original Fiscal Year ended September 30, 2023 adopted budget, the mid -year amended Fiscal Year ended September 30, 2023 Budget and unaudited actual revenues and expenditures through September 30, 2023 to the original Fiscal Year ended September 30, 2023 adopted budget: Budgeted Revenues, Expenditures and Net Changes in Fund Balance for the General Fund for Fiscal Year ended September 30, 2023 and Actual Revenues and Expenditures Year to Date through September 30, 2023 [TO COME] 33 Fiscal Year 2024 Operations and Projections The City's original Fiscal Year 2024 Budget was adopted on September , 2023. The Fiscal Year 2024 Budget for the General Fund is approximately $ million which reflected an overall increase of ($ million) from the original Fiscal Year 2023 Budget for the General Fund. [TO COME] Budgeted and Projected Revenues, Expenditures for the General Fund for Fiscal Year ending September 30, 2024 Revenues Property Taxes Franchise Fees and Other Taxes Interest Transfers -IN Fines and Forfeitures Intergovernmental Revenues Licenses and Permits Other Revenues (Inflows) Charges for Services Total Revenues Expenditures General Government Planning & Development Public Works Public Safety Public Facilities Parks & Recreation Risk Management Pensions Non -Departmental Transfers Out Total Expenditures Adopted Budget 34 INVESTMENT RISK FACTORS THE PURCHASE OF THE SERIES 2023 BONDS INVOLVES A DEGREE OF RISK, AS IS THE CASE WITH ALL INVESTMENTS. EXCEPT AS SPECIFICALLY DESCRIBED BELOW, FACTORS THAT COULD AFFECT THE CITY'S ABILITY TO PERFORM ITS OBLIGATIONS UNDER THE RESOLUTION, INCLUDING WITHOUT LIMITATION THE TIMELY PAYMENT OF PRINCIPAL OF AND INTEREST ON THE SERIES 2023 BONDS, INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING: 1. Ratings. There is no assurance that any rating assigned to the Series 2023 Bonds by the rating agencies will continue for any given period of time or that such rating will not be lowered or withdrawn entirely by such rating agency, if in its judgment, circumstances warrant. A downgrade, change in or withdrawal of any rating may have an adverse effect on the market price of the Series 2023 Bonds. See "RATINGS" herein. 2. Non -Ad Valorem Revenues. The City's covenant to budget and appropriate from Non -Ad Valorem Revenues for the payment of the Series 2023 Bonds is limited by a number of factors. As indicated under the caption "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2023 BONDS — General" herein, the City is required to operate with a balanced budget. In addition, the City is not required and does not covenant to maintain any services or programs which generate Non -Ad Valorem Revenues. Cancellation of any services or programs which are not essential services and that generate Non -Ad Valorem Revenues could have an adverse affect on the City fulfilling its covenant obligations under the Resolution. Certain Non -Ad Valorem Revenues, such as State revenue sharing, may be subject to modification or repeal by the Legislature. Certain matching Non -Ad Valorem Revenues, such as governmental, foundation or corporate grants to the City, also may be subject to modification or may be discontinued. See "DESCRIPTION OF NON -AD VALOREM REVENUES - Special Investment Considerations" herein. 3. Pension Plans. The City has three separate, single employer defined benefit plans, in which its current and former employees may participate. The City of Miami Fire Fighters' and Police Officers' Retirement Trust ("FIPO") and the City of Miami General Employees' and Sanitation Employees' Retirement Trust ("GESE") are contributory plans that cover substantially all of the City's employees. The third plan is a non-contributory defined benefits plan, the City of Miami Elected Officers' Retirement Trust ("EORT"), in which all elected officials with seven or more years of elected service to the City may participate. The City annually funds its FIPO, the GESE and the EORT pension obligations. The aggregate pension costs for the FIPO, the GESE and EORT was $ for Fiscal Year 2023 and the estimated aggregate budgeted pension costs for Fiscal Year 2024 is $ and the City has allocated such expenditure in its Fiscal Year 2024 Budget Such pension costs may increase in future years and may have a material financial impact on the City. See "APPENDIX C —ANNUAL COMPREHENSIVE FINANCIAL REPORT OF THE CITY OF MIAMI FOR FISCAL YEAR ENDED SEPTEMBER 30, 2022 — Note 10- Pensions." 4. Event of Default. In the event of a default in the payment of principal of or interest on the Series 2023 Bonds, the remedies of the owners of the Series 2023 Bonds are limited under the Resolution. See "APPENDIX B — FORM OF THE RESOLUTION" herein. 5. Litigation. The City has multiple litigation suits that it is defending at this time. The City cannot predict the outcome of such suits nor the economic effect on the City. 35 6. Climate Change. The State is naturally susceptible to the effects of extreme weather events and natural disasters including floods, droughts, and hurricanes, which could result in negative economic impacts on communities, particularly coastal communities like the City. Such effects can be exacerbated by a longer -term shift in the climate over several decades (commonly referred to as climate change), including increasing global temperatures, rainfall intensification and rising sea levels. The occurrence of such extreme weather events could damage the local infrastructure that provides essential services to the City. The economic impacts resulting from such extreme weather events could include a loss of property values, a decline in revenue base, and escalated recovery costs. No assurance can be given as to whether future extreme weather events will occur that could materially impair the financial condition of the City. However, to mitigate against such potential impacts, the City has 7. Cybersecurity. The City, like many other governmental entities, relies on a technology environment to conduct its operations. As such, it may face multiple cybersecurity threats including but not limited to, hacking, viruses, malware and other attacks on computer or other sensitive digital systems and networks. There can be no assurance that any security and operational control measures implemented by the City will be completely successful to guard against and prevent cyber threats and attacks. The result of any such attack could impact operations and/or digital networks and the costs of remedying any such damage could be significant. The City takes a proactive approach to cybersecurity by OTHER DEBT CONSIDERATIONS [TO COME] 36 GENERAL INFORMATION REGARDING THE CITY OF MIAMI Background Now 126 years old, the City of Miami, Florida (the "City") is part of the nation's eighth largest metropolitan area. Incorporated in 1896, the City is the only major municipality conceived and founded by a woman, Julia Tuttle. According to the U.S. Census Bureau, the City's population in 1900 was 1,700 people. Today it is a city rich in cultural and ethnic diversity with 459,224 residents according to the Bureau of Economic and Business Research, University of Florida, 58.1% of them foreign born. In physical size, the City is not large, encompassing only 35.87 square miles. In population, the City is the largest of the 34 municipalities that make up Miami -Dade County and is the county seat. For additional information concerning the City, see "APPENDIX A - GENERAL INFORMATION REGARDING THE CITY OF MIAMI, FLORIDA AND MIAMI-DADE COUNTY". City Government Since 1997, the City has been governed by a form of government known as the "Mayor - Commissioner plan." The City Commission is the legislative body of the City. There are five Commissioners elected every four years from designated districts within the City. The Mayor is elected at large every four years. As official head of the City, the Mayor has veto authority over actions of the City Commission, however, the City Commission can override such veto with a 4/5 vote. The Mayor appoints the City Manager who functions as chief administrative officer. The Mayor of the City is Francis X. Suarez whose term expires November 2025. The members of the City Commission and expiration of their current terms of office are: Commission Members Vacant* Sabina Covo Joe Carollo Manolo Reyes Christine King Date Term Expires November 2023 November 2025 November 2023 November 2025 [*Pursuant to Section 112.51(2), Florida Statutes, the Florida Governor may suspend from office any elected municipal officer who is arrested for a felony or for a misdemeanor related to the duties of office or is indicted or informed against for the commission of a federal felony or misdemeanor or state felony or misdemeanor. On September 14, 2023, then District 1 Alejandro Diaz de la Portilla was arrested for allegedly committing felonies and misdemeanors related to the duties of office under the laws of the State of Florida. On September 15, 2023, Florida Governor Ron DeSantis signed Executive Order No. 23-184 suspending District 1 Commissioner Alejandro Diaz de la Portilla pursuant to Section 112.51(2), Florida Statutes. The full text of Executive Order No. 23-184 may be reviewed at https://www.flgov.com/wp- content/uploads/2023/09/EO-23-184.pdf.] The City Manager, Arthur Noriega V, was appointed as the administrative head of Miami -Dade County's most populous city in February 2020. Mr. Noriega oversees 4,447 employees with an approved budget of $2.497 billion. Mr. Noriega has a strong background in construction, operations and urban 37 development projects and previously served as Chief Executive Officer of the Miami Parking Authority ("the Authority") for 20 years. As Chief Executive Officer, he oversaw a staff of 195 employees and an operation that generated well over $60 million in parking revenue. Mr. Noriega was responsible for unprecedented revenue growth at the Authority as well as the development of the City's seven newly constructed public garages. He oversaw all of the parking development and enforcement operations in a major metropolitan city and acted as a strong advocate in the promotion of public and private sector joint ventures. He also led pre - development efforts for two additional public/private joint venture developments within Miami's Central Business District and another in Coconut Grove. Prior to his position at the Authority, Mr. Noriega was a developer at both The Carlisle Group and the Cornerstone Group, where he worked with local municipalities and Community Development Corporations (CDC's) across Florida to create urban development projects. An Economics graduate of the University of South Florida, with professional certifications from Tulane and the Kellogg School at Northwestern University, Mr. Noriega is a dedicated community leader and volunteer. He serves on the Board of Directors of the Greater Miami Chamber of Commerce and the South Florida Progress Foundation. He is a member of the Orange Bowl Committee and continues to be a partner at Miami Northwestern High School. Mr. Noriega is a graduate of Leadership Florida's 26th Class and is a former member of the regional council. The Assistant City Manager and Chief Financial Officer, Larry Spring, was reappointed in June 2022. He previously served as the City's Chief Financial Officer from 2007 to 2011, and additionally served four years as City Manager to the City of North Miami Beach, Florida. As Assistant City Manager and Chief Financial Officer, Mr. Spring, oversees seven departments which include Finance, Grant Administrations, Housing and Community Development, Management and Budget, Procurement, Risk Management, and Real Estate and Asset Management. Prior to rejoining the City of Miami, Mr. Spring held several executive management positions in healthcare, commercial banking, municipal government, real estate and economic development. Through the years, he advanced from Vice President/Controller of Total Bank to executive director of the North Miami Community Redevelopment Agency. He has facilitated the development, financing, and operation of numerous major infrastructure projects in South Florida. Mr. Spring is the former managing director of Achievement Consulting Group, a consulting firm that specializes in real estate development, government relations, and financial consulting services. Some of the most notable include the development of Perez Art Museum, Frost Museum of Science, Miami Marlins Baseball Stadium, the Miami Port Tunnel, Midtown Miami Development in Miami, and the Sole-Mia Development in North Miami. Spring also led the bond financing process that funded nearly $1 billion in public infrastructure. Mr. Spring holds a bachelor's degree in management from Tulane University and is a licensed CPA. Becoming more active in the community, he has served on several civic and nonprofit boards including the Miami Foundation, Miami Parking Authority, and the Universal Truth Community Development Corporation. The City's Director of Finance, Erica Paschal -Darling, Erica Paschal Darling graduated from the School of Business and Industry of Florida Agriculture and Mechanical University, with a Bachelor and Master's Degree in Business Administration. She began her career with the City in August 1999. Subsequently, she met all requirements in the State of Florida to be licensed as a Certified Public Accountant and has maintained an active license since October 2006. During her 24-year tenure, Mrs. Paschal Darling has held various positions of a financial capacity in the departments of Housing and Community Development, Office of Capital Improvements, Solid Waste and Finance. She has held the position of Finance Director since April 2017. 38 The City's Director of Management and Budget, Marie Gouin, [insert bio] Adoption of Investment Policy and Debt Management Policy The City adopted a detailed written investment policy on May 10, 2001, that applies to all cash and investments held or controlled by the City and identified as "general operating funds" of the City with the exception of the City's Pension Funds, Deferred Compensation & Section 401(a) Plans, and such funds related to the issuance of debt where there are other existing policies or indentures in effect for such funds. Additionally, any future revenues, which have statutory investment requirements conflicting with the City's Investment Policy and funds held by State agencies (e.g. Department of Revenue), are not subject to the provisions of the policy. The primary objective of the investment program is the safety of the principal of those funds within the portfolios. Investment transactions shall seek to keep capital losses at a minimum, whether they are from securities defaults or erosion of market value. To attain this objective, diversification is required in order that potential losses on individual securities do not exceed the income generated from the remainder of the portfolio. The portfolios are required to be managed in such a manner that funds are available to meet reasonably anticipated cash flow requirements in an orderly manner. Return on investment is of least importance compared to the safety and liquidity objectives described in the policy. In accordance with the City's Administrative Policies, the responsibility for providing oversight and direction in regard to the management of the investment program resides with the City's Director of Finance. The Director of Finance has established written procedures for the operation of the investment portfolio and a system of internal accounting and administrative controls. The City's investment policy may be modified from time to time by the City Commission. Subject to the exceptions in the City's investment policy, the City may invest in the following types of securities: (a) The Florida Local Government Surplus Funds Trust Fund, (b) United States Government Securities, (c) United States Government Agencies, (d) Federal Instrumentalities, (e) Non -Negotiable Collateralized Bank Deposit or Savings Accounts, (f) Repurchase Agreements, (g) Commercial Paper, (h) Corporate Bonds, (i) Asset -Backed Securities, (j) Municipals, (k) Money Market Funds, and (1) Intergovernmental Investment Pools, (m) Supranational where U.S. is a shareholder and voting member, and (n) Foreign Sovereign Governments. Also, the City may invest in investment products that include the use of derivatives. The City does not own any derivative products. As of October 1, 2023, approximately 58.7% of the City's investment portfolio was invested in United States Treasury Obligations and obligations of agencies of the United States Government and approximately 34% of the City's investment portfolio was invested in commercial paper. The City adopted a Debt Management Policy on July 21, 1998 to provide guidance governing the issuance, management, continuing evaluation of and reporting on all debt obligations issued by the City and to provide for the preparation and implementation necessary to assure compliance and conformity with the policy. It is the responsibility of the City's finance committee to review and make recommendations regarding the issuance of debt obligations and the management of outstanding debt. The finance committee approved the Series 2023 Bonds and their negotiated sale to the Underwriters on June 29, 2023. The following policies concerning the issuance and management of debt were established in the Debt Management Policy: (a) the City will not issue debt obligations or use debt proceeds to finance current operations; (b) the City will utilize debt obligations only for acquisition, construction or remodeling of capital improvement projects that cannot be funded from current revenue sources or in such cases wherein it is more 39 equitable to the users of the projects to finance the project over its useful life; and (c) the City will measure the impact of debt service requirements of outstanding and proposed debt obligations on single year, five, ten and twenty year periods. Pursuant to the Debt Management Policy, the City's debt issuance is subject to the following constraints: (i) the Net Debt Per Capita and the Net Debt to Taxable Assessed Value percentages, which shall be determined by the finance committee by bench marking the City to current industry standards, and (ii) the maximum maturity shall be the earlier of (a) the estimated useful life of the capital improvements being financed or (b) thirty years or (c) in the event debt was issued to refinance outstanding debt obligations the final maturity of the debt obligations being refinanced, unless a longer term is recommended by the finance committee. The City is currently in compliance with its Investment Policy and Debt Management Policy. Financial Integrity Ordinance On February 10, 2000, the City enacted Ordinance No. 11890, as amended and supplemented (the "Financial Integrity Ordinance") establishing thirteen financial integrity principles. The Financial Integrity Ordinance was enacted to assure and maintain financial integrity in the City. It also includes a self-governing provision whereby the City's Independent Auditor General is required to prepare an annual report on the City's adherence to these principles by July 1 of each year. The Financial Integrity Ordinance addresses the following integrity principles: (i) Structurally Balanced Budget, (ii) Revenue Estimating Conference Process, (iii) Interfund Borrowing, (iv) Budget Surpluses, (v) Reserve Policies, (vi) Proprietary Funds, (vii) Multi -year Financial Plan, (viii) Multi -Year Capital Improvement Plan, (ix) Debt Management, (x) Financial Oversight and Reporting, (xi) Basic Financial Policies, (xii) Evaluation Committees and (xiii) Full Cost of Service. The Financial Integrity Ordinance requires the City to establish three reserves: (1) a "contingency" reserve of $5,000,000 to fund unanticipated budget issues which arise or potential expenditure overruns which cannot be offset through other sources or actions; (2) an "unassigned" fund balance reserve equal to ten percent (10%) of the prior three years average of general revenues (excluding transfers) and including the contingency reserves in (1) above) to fund unexpected mid -year revenue shortfalls or for an emergency such as a natural or man-made disaster, which threatens the health, safety and welfare of the City's residents, businesses or visitors; and (3) "general fund designated fund balance" reserve equal to a threshold ten percent (10%) of the prior three years average of general revenues (excluding transfers) to fund long-term liabilities and commitments of the City, such as compensated absences and other employee benefit liabilities, including liabilities related to post -retirement benefits, self-insurance plan deficits and anticipated adjustments in pension plan payment resulting from market losses. As of September 30, 2022, the City had approximately $109,911,402 in its reserves, which comprises a portion of the General Fund's Year End Fund Balance. Pursuant to the Financial Integrity Ordinance, the reserve amount should be $78,330,228. [On June 21, 2023, the Independent Auditor General released its report of Audit of Compliance with the Financial Integrity Principles -Fiscal Year 2022 Report No. 23-14, which found that the City did not comply with integrity principles (iii) Interfund Borrowing and (xi) Basic Financial Policies above. Non-compliance with integrity principle (iii) was due to grants and other reimbursements not processed in a timely manner. The City responded that internal processes have improved and will continue to improve to increase efficiency. Non-compliance with integrity principle (xi) was due to cash receipts policy not in compliance with the investment policy. The City responded that it is updating its point of sale system 40 and its Investment Policy upon the recommendation of the Independent Auditor General. However, there was no finding regarding non-compliance with integrity principle (v) Reserve Policies.] Failure to comply with the Financial Integrity Ordinance is not an event of default under the Resolution. Internal Auditor Pursuant to Section 48 of the City Charter, the Office of the Independent Auditor General performs internal audit functions including financial, operational, compliance, single audit, investigative, and performance audits of the City, its officials, and independent agencies; and examines accounting systems and provides legislative analysis. Its mission is to provide objective oversight through audits of all of the City's departments, agencies and programs. The City's Independent Auditor General is Theodore P. Guba, CPA, CFE who began his service with the City in May 2012. The full text of the Independent Auditor General's reports may be reviewed at https://www.miami.gov/My-Government/Departments/Office-of-the- Independent-Auditor-General/Auditor-General-Reports. LIABILITIES OF THE CITY Insurance Considerations Affecting the City Section 768.28, Florida Statutes, provides for waiver of sovereign immunity in tort actions or claims against the state and its agencies and subdivisions. The present limit of recovery in the absence of special relief granted by the Florida legislature is $200,000 per person per claim or judgment. The limit of recovery for all claims or judgments arising out of the same incident or occurrence is $300,000. See "Ability to be Sued, Judgments Enforceable" below. Under the protection of this sovereign immunity limit, Florida Statutes 768.28 and Chapter 440, Florida Statutes covering Workers' Compensation, the City has established a self - insured program to provide coverage for almost all areas of liability including Workers' Compensation, General Liability, Automotive Liability, Police Professional Liability, Public Officials' Liability, and Employment Practices Liability. In addition, the City also purchases excess insurance coverage to limit catastrophic losses associated with its liability exposures. The excess liability insurance program provides for $10 million in total limitsn the general liabilty and auto liability lines of coverag with self -insured retention limit of $1,000,000. The excess insurance program currently has a self -insured retention of $1,750,000 for Police and Fire, with $1,000,000 self -insured retention limit on all other employees or class codes. The program also provides coverage for Law Enforcement Laibility and Public Officials Liability with a $5 million limit per line of coverage subject to a $500,000 retention. The City also purchases dedicated commercial general liability policies for the Grapeland Waterpark, Bayfront Park, and the various marinas that it operates. These policies typically carry a $1 million limit per occurrence and on an aggregate basis. The City's master property insurance program provides for a total of $100 million in insurance limits for the City's $589 million property values. Included in this amount is $25 million for named windstorm and $30 million of flood coverage. With the exception of earthquake, flood and named windstorm, the All -Other - Perils deductible is $100,000 per occurrence. In regard to the named windstorm, flood, and earthquake exposures, the deductible is 5% of the location's value at the time of loss with a minimum of $250,000 for any one occurrence and $10 million aggregate loss. The City also maintains a standalone property policy on the Marlins Stadium Parking Garages providing for $25 million in total limits for windstorm and flood, and for $81.9 million for all other perils. The Marlins Stadium Parking Garages have a $25,000 all other perils deductible, and a deductible of 5% of 41 total insured values at time of loss, with a $100,000 minimum per location for named windstorm and flood perils. The funds to account for liability losses within the self -insured retention level are derived from the General Fund. Claims expenditures and liabilities are reported when it is probable that a loss has occurred and the amount of that loss can be reasonably estimated. Health Insurance The City provides group health benefits for its active employees, retirees, and their dependents through a fully self -funded health insurance program. The City is currently contributing approximately 87% while the employees are contributing 13% of the calculated health insurance premium. The Citysi currently contributing approximately 8% of the calculated health insurance premium cost for non -Medicare eligible retirees and approximately 38% for Medicare eligible retirees. The City purchaes specific stop loss coverage for claims in excess of $350,000. Ability to be Sued, Judgments Enforceable Notwithstanding the liability limits described below, the laws of the State provide that each city has waived sovereign immunity for liability in tort to the extent provided in Section 768.28, Florida Statutes. Therefore, the City is liable for tort claims in the same manner and, subject to limits stated below, to the same extent as a private individual under like circumstances, except that the City is not liable for punitive damages or interest for the period prior to judgment. Such statute also limits the liability of a city to pay a judgment in excess of $200,000 to any one person or in excess of $300,000 because of any single incident or occurrence. Judgments in excess of $200,000 per person and $300,000 per claim may be rendered, but may be paid from City funds only pursuant to further action of the Florida Legislature. See "LIABILITIES OF THE CITY - Insurance Considerations Affecting the City" herein. Notwithstanding the foregoing, the City may agree, within the limits of insurance coverage provided, to settle a claim made or a judgment rendered against it without further action by the Legislature, but the City shall not be deemed to have waived any defense or sovereign immunity or to have increased the limits of its liability as a result of its obtaining insurance coverage for tortious acts in excess of the $200,000 per person or $300,000 per claim waiver, as provided by Florida Statutes. See "LITIGATION" herein. [Remainder of page intentionally left blank.] 42 Direct Debt The City has met certain of its financial needs through debt financing. The table which follows is a schedule of the outstanding debt as of September 30, 2022, including that which is payable from sources other than ad valorem taxes. DESCRIPTION AMOUNT ISSUED OUTSTANDING BALANCE General Obligation Bonds: General Obligation Refunding Bond Series 2015 $57,240,000 $48,725,000 General Obligation Refunding Bond Series 2017 114,380,000 22,555,000 Total General Obligation Bonds $171,620,000 $71,280,000 Special Obligation and Revenue Bonds: Special Obligation Refunding Bonds Series 2018A $57,405,000 $51,035,000 Taxable Special Obligation Refunding Bonds Series 2018B 42,620,000 39,410,000 Taxable Special Obligation Revenue Bonds Series 2018C 7,455,000 6,705,000 Special Obligation Non -Ad Valorem Refunding 2012 44,725,000 2,905,000 CRA SEOPW Tax Increment Revenue Bonds Series 2014A-1 50,000,000 30,250,000 Total Special Obligation and Revenue Bonds $202,205,000 $130,305,000 Other Direct Placements: Special Obligation Bonds $27,160,000 $19,245,000 Special Obligation Refunding Bonds Series 2014 18,049,380 4,250,040 Special Obligation Refunding Notes Series 2017 59,310,000 50,710,000 Special Obligation Refunding Note Pension Series 2017 7,180,000 5,670,000 Special Obligation Refunding Note Garage Series 2018 16,555,000 12,095,000 Special Obligation Non -Ad Valorem Revenue Refunding Note Taxable Series 2020 28,035,000 26,995,000 Taxable Special Obligation Parking Revenue Refunding Note Series 2019 75,540,000 74,850,000 Special Obligation Non -Ad Valorem Tax -Exempt Revenue Bonds Series 2021 24,435,000 23,500,000 CRA OMNI Tax Increment Revenue Bonds Series 2018A 10,000,000 6,465,000 CRA OMNI Tax Increment Revenue Bonds Series 2018B 15,000,000 10,420,000 Gran Central Corporation Loan 1,708,864 1,708,864 Vehicle Replacement Program Series 2018 11,270,011 2,319,600 Vehicle Replacement Program Series 2020 #1 9,256,279 5,600,254 Vehicle Replacement Program Series 2020 #2 16,318,888 9,821,188 Vehicle Replacement Program Series 2021 9,766,531 7,804,948 P25 Citywide Radio Equip. Loan 12,100,000 3,629,148 State Revolving Fund Loan 13,745,199 13,173,646 Total Other Direct Placements $355,430,152 $278,257,688 Total Bonds and Loans $729,255,152 $479,842,688 Source: City of Miami, Finance Department (1) Prepayment of loan is based on revenue generated from the completed project. 43 Pension Plans The City has three separate, single employer defined benefit plans under the administration and management of separate Boards of Trustees. The City of Miami Fire Fighters' and Police Officers' Retirement Trust ("FIPO") and the City of Miami General Employees' and Sanitation Employees' Retirement Trust ("GESE") are contributory plans that cover substantially all of the City's employees who contribute a percentage of their base salary or wage on a bi-weekly basis. The third plan is a non-contributory defined benefit plan, the City of Miami Elected Officers' Retirement Trust ("EORT"), in which all elected officials with seven or more years of elected service, elected to office prior to October 22, 2009 were eligible for participation. The EORT was closed to new elected official members as of October 22, 2009. City employees are required to contribute 10% of their salary to GESE and FIPO, as applicable. The EORT is a non-contributory plan. Contributions from employees for FIPO and GESE are recorded in the period the City makes payroll deductions from participants. The City is annually required to contribute such amounts as necessary on an actuarial basis to provide FIPO and GESE with assets sufficient to meet the benefits to be paid. For the year ended September 30, 2022, the City's contribution for FIPO and GESE was 38.7% and 42.37% of annual payroll, respectively. The ordinance covering the FIPO (the "Pension Ordinance") provides for actuarial methodology for evaluating assets to be a moving market value averaged over three years. The result cannot be greater than 100 percent of market value or less than 80 percent of market value. The Pension Ordinance also provides for the FIPO Board of Trustees' actuary to use the actuarial assumptions adopted the FIPO Board. Currently, the City and the FIPO are in discussions regarding the amount needed for contribution. However, if the City's actuary and the FIPO's actuary cannot agree, together they may appoint a third independent actuary. The third actuary is required to submit a funding recommendation to the FIPO Board and the City Commission. The City Commission is then required to fund the amount recommended by either the FIPO's actuary or the City's actuary, whichever recommendation is closer to the recommendation of the third actuary. The City's net pension liability for each of the FIPO, the GESE and the EORT was $1,100,830,220, $190,642,493 and $2,383,452, respectively, as of September 30, 2022. For Fiscal Year 2022, the City's annual actuarial recommended contribution for each of FIPO and the GESE WAS $73,386,674 and $55,807,861, respectively, as of the actuarial report dated October 1, 2021. Additionally, the City has established a qualified governmental excess benefit plan to continue to cover the difference between the allowable pension to be paid and the amount of the defined benefits, so the benefits for eligible members are not diminished by the changes in the Internal Revenue Code (the GESE "Excess Plan"). Plan members are not required to contribute to the GESE Excess Plan. The payment of the City's contribution of the excess retirement benefit is funded from the City's General Fund and paid annually at the same time as the City's annual contribution to normal pension costs. The Excess Plan is an unfunded plan and the City is required to contribute as benefits become payable. The payroll for employees covered by the GESE Excess Plan for the year ended September 30, 2022 was approximately $131.7 million. The City's contribution to the plan for the year ended September 30, 2022 was $428,626 and plan benefit payments were $365,619. The City is required to contribute the difference between the actuarially determined rate and the contribution rate of employees. For the year ended September 30, 2022, the City's average contribution rate was 0.28 percent of annual payroll. See "APPENDIX C-ANNUAL COMPREHENSIVE REPORT OF THE CITY OF MIAMI FOR FISCAL YEAR ENDED SEPTEMBER 30, 2022— NOTE 10. PENSIONS" and Required Supplementary Information for additional information regarding the City's pension plans. 44 Accrued Compensated Absences Under terms of Civil Service regulations, labor contracts and administrative policy, City employees are granted vacation and sick leave in varying amounts. Additionally, certain overtime hours can be accrued and carried forward as earned time off. Unused vacation and sick time are payable upon separation from service, subject to various limitations depending upon the employee's seniority and civil service classification. The maximum number of hours which can be carried forward may be renegotiated with FIPO and GESE at each negotiation period. The liability for such accumulated leave is reflected in the government -wide financial statements as current and long-term liabilities. Long-term liabilities are not due and payable in the current period and therefore are not reported in the governmental funds. Other Post -Employment Benefits Pursuant to Section 112.0801 of the Florida Statutes, the City is required to permit participation in the health insurance program by retirees and their eligible dependents at a cost to the retiree that is no greater than the cost at which coverage is available for active employees. The City has two separate single -employer other post -employment benefits ("OPEB") plans for its retirees. One plan is for retiring police officers and the other plan is for all other retiring employees (the "Non -Police Retirees"). Retired police officers are offered coverage at a discounted premium. For Non -Police retirees (Fire Fighters, General Employees, Sanitation Employees and Elected Officials) and their dependents, the City has a stated policy of providing health coverage and life insurance at a discounted premium equal to the blended group rate. Retired police officers receive the same benefits as provided through the Fraternal Order of Police Health Trust and retired firefighters receive the same benefits as provided through the Firefighter Union Health Trust. The benefits afforded to all retirees include lifetime medical, prescription, vision, dental and certain life insurance coverage for retiree and dependents. Substantially all of the City's general employee and, sanitation employees may become eligible for these benefits when they reach normal retirement age while working for the City. As of September 30, 2022, the most recent actuarial valuation date, there are approximately 5,759 covered participants of whom approximately 3,653 are active employees and 2,106 retirees. The City is authorized to establish benefit levels and approve the actuarial assumptions used in the determination of contributions levels. Retirees, and the spouses and other dependents of retirees contribute the majority of their premium costs each month. Currently, the City's subsidy to OPEB benefits is unfunded. There are no separate trust funds or equivalent arrangements into which the City makes contributions to advance -fund the OPEB obligations, as it does for its retiree pension plans. The City's cost of the OPEB benefits is funded on a pay-as-you-go basis. The City contributed $16.8 million for the fiscal year ended September 30, 2022. The total OPEB costs budgeted for Fiscal Year 2023 were See "APPENDIX C-ANNUAL COMPREHENSIVE REPORT OF THE C11'Y OF MIAMI FOR FISCAL YEAR ENDED SEPTEMBER 30, 2022— NOTE 11. POST -EMPLOYMENT HEALTH CARE BENEFITS" for additional information regarding the City's OPEB obligations. LEGAL MATTERS Certain legal matters incident to the validity of the Series 2023 Bonds are subject to the approval of Squire Patton Boggs (US) LLP, Bond Counsel, Miami, Florida whose approving opinion in the form attached hereto as "APPENDIX D - FORM OF BOND COUNSEL OPINION" will be furnished without charge to the purchasers of the Series 2023 Bonds at the time of their delivery. The actual legal opinion to be delivered may vary from that text if necessary to reflect facts and law on the date of delivery. The opinion will speak only as of its date and subsequent distribution thereof by recirculation of the Official Statement or otherwise shall 45 create no implication that Bond Counsel has reviewed or expresses any opinion concerning any of the matters referenced in the opinion subsequent to its date. While Bond Counsel has participated in the preparation of certain portions of this Official Statement, it has not been engaged by the City to confirm or verify, and except as may be set forth in an opinion of Bond Counsel delivered to the Underwriters, Bond Counsel will express no opinion as to the accuracy, completeness or fairness of any statements in this Official Statement , or in any other reports, financial information, offering or disclosure documents or other information pertaining to the City or the Series 2023 Bonds that may be prepared or made available by the City, the Underwriters or others to the holders of the Series 2023 Bonds or other parties. Certain legal matters will be passed upon for the City by Victoria Mendez, Esq., City Attorney, and by Bryant Miller Olive P.A., Miami, Florida, Disclosure Counsel to the City. LITIGATION There is no pending or, to the knowledge of the City, any threatened litigation against the City of any nature whatsoever which in any way questions or affects the validity of the Series 2023 Bonds, or any proceedings or transactions relating to their issuance, sale, execution, or delivery, or the adoption of the Resolution, or the levy or collection of the Non -Ad Valorem Revenues. Neither the creation, organization or existence, nor the title of the present members of the City Commission or other officers of the City is being contested. [Insert any relevant litigation matters] DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Rule 69W-400.003, Rules of Government Securities, promulgated by the Office of Financial Regulation of the Financial Services Commission, under Section 517.051(1), Florida Statutes ("Rule 69W- 400.003"), requires the City to disclose each and every default as to the payment of principal and interest with respect to obligations issued by the City after December 31, 1975. Rule 69W-400.003 further provides, however, that if the City in good faith believes that such disclosures would not be considered material by a reasonable investor, such disclosures may be omitted. The City has not defaulted on the payment of principal or interest with respect to obligations issued by the City after December 31, 1975. TAX MATTERS In the opinion of Squire Patton Boggs (US) LLP, Bond Counsel, under existing law: (i) interest on the Series 2023A Bonds and Series 2023B Bonds (the "Tax -Exempt 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 (ii) the Tax -Exempt Bonds and the income thereon are exempt from taxation under the laws of the State of Florida, except estate taxes imposed by Chapter 198, Florida Statutes, as amended, and net income and franchise taxes imposed by Chapter 220, Florida Statutes, as amended. Bond Counsel expresses no opinion as to any other tax consequences regarding the Tax -Exempt Bonds. Interest on the Series 2023C Bonds is not excluded from gross income for federal income tax purposes under the Code. 46 The opinion on federal tax matters will be based on and will assume the accuracy of certain representations and certifications, and continuing compliance with certain covenants, of the City contained in the transcript of proceedings and that are intended to evidence and assure the foregoing, including that the Tax -Exempt Bonds are and will remain obligations the interest on which is excluded from gross income for federal income tax purposes. Bond Counsel will not independently verify the accuracy of the City's representations and certifications or the continuing compliance with the City's covenants. The opinion of Bond Counsel is based on current legal authority and covers certain matters not directly addressed by such authority. It represents Bond Counsel's legal judgment as to exclusion of interest on the Tax -Exempt 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 (the "IRS") or any court. Bond Counsel expresses no opinion about (i) the effect of future changes in the Code and the applicable regulations under the Code or (ii) the interpretation and the enforcement of the Code or those regulations by the IRS. The Code prescribes a number of qualifications and conditions for the interest on state and local government obligations to be and to remain excluded from gross income for federal income tax purposes, some of which require future or continued compliance after issuance of the obligations. Noncompliance with these requirements by the City may cause loss of such status and result in the interest on the Tax -Exempt Bonds being included in gross income for federal income tax purposes retroactively to the date of issuance of the Tax -Exempt Bonds. The City has covenanted to take the actions required of it for the interest on the Tax - Exempt 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 Tax -Exempt Bonds, Bond Counsel will not undertake to determine (or to so inform any person) whether any actions taken or not taken, or any events occurring or not occurring, or any other matters coming to Bond Counsel's attention, may adversely affect the exclusion from gross income for federal income tax purposes of interest on the Tax -Exempt Bonds or the market value of the Tax -Exempt Bonds. Interest on the Tax -Exempt Bonds may be subject: (1) to a federal branch profits tax imposed on certain foreign corporations doing business in the United States; (2) to a federal tax imposed on excess net passive income of certain S corporations; and (3) to the alternative minimum tax imposed under Section 55(b) of the Code on "applicable corporations" (within the meaning of Section 59(k) of the Code). Under the Code, the exclusion of interest from gross income for federal income tax purposes may have certain adverse federal income tax consequences on items of income, deduction or credit for certain taxpayers, including financial institutions, certain insurance companies, recipients of Social Security and Railroad Retirement benefits, those that are deemed to incur or continue indebtedness to acquire or carry tax-exempt obligations, and individuals otherwise eligible for the earned income tax credit. The applicability and extent of these and other tax consequences will depend upon the particular tax status or other tax items of the owner of the Tax -Exempt Bonds. Bond Counsel will express no opinion regarding those consequences. Payments of interest on tax-exempt obligations, including the Tax -Exempt Bonds, are generally subject to IRS Form 1099-INT information reporting requirements. If a Tax -Exempt Bond owner is subject to backup withholding under those requirements, then payments of interest will also be subject to backup withholding. Those requirements do not affect the exclusion of such interest from gross income for federal income tax purposes. Bond Counsel's engagement with respect to the Tax -Exempt Bonds ends with the issuance of the Tax - Exempt Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the City or the owners of the Tax -Exempt 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 Tax- 47 Exempt Bonds, under current IRS procedures, the IRS will treat the City as the taxpayer and the beneficial owners of the Tax -Exempt 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 Tax-Exmpt 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 Tax -Exempt Bonds. Prospective purchasers of the Tax -Exempt Bonds upon their original issuance at prices other than the respective prices indicated on the inside cover of this Official Statement, and prospective purchasers of the Tax -Exempt Bonds at other than their original issuance, should consult their own tax advisors regarding other tax considerations such as the consequences of market discount, as to all of which Bond Counsel expresses no opinion. Risk of Future Legislative Changes and/or Court Decisions Legislation affecting tax-exempt obligations is regularly considered by the United States Congress and may also be considered by the State legislature. Court proceedings may also be filed, the outcome of which could modify the tax treatment of obligations such as the Tax -Exempt Bonds. There can be no assurance that legislation enacted or proposed, or actions by a court, after the date of issuance of the Tax - Exempt Bonds will not have an adverse effect on the tax status of interest or other income on the Tax -Exempt Bonds or the market value or marketability of the Tax -Exempt 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 Tax -Exempt Bonds from gross income for federal or state income tax purposes for all or certain taxpayers. For example, federal tax legislation that was enacted on December 22, 2017 reduced corporate tax rates, modified individual tax rates, eliminated many deductions, repealed the corporate alternative minimum tax that was in effect at that time, and eliminated the tax-exempt advance refunding of tax-exempt bonds and tax -advantaged bonds, among other things. Additionally, investors in the Tax -Exempt Bonds should be aware that future legislative actions might increase, reduce or otherwise change (including retroactively) the financial benefits and the treatment of all or a portion of the interest on the Tax -Exempt Bonds for federal income tax purposes for all or certain taxpayers. In all such events, the market value of the Tax -Exempt Bonds may be affected and the ability of holders to sell their Tax -Exempt Bonds in the secondary market may be reduced. Investors should consult their own financial and tax advisors to analyze the importance of these risks. Original Issue Discount and Original Issue Premium Certain of the Tax -Exempt Bonds ("Discount Bonds") may be offered and sold to the public at an original issue discount ("OID"). OID is the excess of the stated redemption price at maturity (the principal amount) over the "issue price" of a Discount Bond. The issue price of a Discount Bond is the initial offering price to the public (other than to bond houses, brokers or similar persons acting in the capacity of underwriters or wholesalers) at which a substantial amount of the Discount Bonds of the same maturity is sold pursuant to that offering. For federal income tax purposes, OID accrues to the owner of a Discount Bond over the period to maturity based on the constant yield method, compounded semiannually (or over a shorter permitted compounding interval selected by the owner). The portion of OID that accrues during the period of ownership of a Discount Bond (i) is interest excluded from the owner's gross income for federal income tax purposes to the same extent, and subject to the same considerations discussed above, as other interest on the 48 Series 2023 Bonds, and (ii) is added to the owner's tax basis for purposes of determining gain or loss on the maturity, redemption, sale or other disposition of that Discount Bond. A purchaser of a Discount Bond in the initial public offering at the issue price (described above) for that Discount Bond who holds that Discount Bond to maturity will realize no gain or loss upon the retirement of that Discount Bond. Certain of the Tax -Exempt Bonds ("Premium Bonds") may be offered and sold to the public at a price in excess of their stated redemption price at maturity (the principal amount). That excess constitutes bond premium. For federal income tax purposes, bond premium is amortized over the period to maturity of a Premium Bond, based on the yield to maturity of that Premium Bond (or, in the case of a Premium Bond callable prior to its stated maturity, the amortization period and 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 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 and Premium Bonds should consult their own tax advisors as to the determination for federal income tax purposes of the existence of OID or bond premium, the determination for federal income tax purposes of the amount of OID or bond premium properly accruable or amortizable in any period with respect to the Discount or Premium Bonds, other federal tax consequences in respect of OID and bond premium, and the treatment of OID and bond premium for purposes of state and local taxes on, or based on, income. RATINGS Moody's Investor's Service ("Moody's") and Fitch Ratings ("Fitch") have assigned underlying ratings of " " ( outlook) and " " ( outlook), respectively, to the Series 2023 Bonds. The ratings reflect only the views of said rating agencies and an explanation of the ratings may be obtained only from said rating agencies. There is no assurance that such ratings will continue for any given period of time or that they will not be lowered or withdrawn entirely by the rating agencies, or any of them, if in their judgment, circumstances so warrant. A downward change in or withdrawal of any of such ratings, may have an adverse effect on the market price of the Series 2023 Bonds. An explanation of the significance of the ratings can be received from the rating agencies, at the following addresses: Fitch Ratings, One State Street Plaza, New York, New York 10004, and Moody's Investor Service, 250 Greenwich Street, New York, New York 10007. FINANCIAL ADVISOR The City has retained PFM Financial Advisors LLC, Coral Gables, Florida, as Financial Advisor in connection with the authorization and issuance of the Series 2023 Bonds. The Financial Advisor has assisted the City in the preparation of this Official Statement and has advised the City as to other matters relating to the planning, structuring and issuance of the Series 2023 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. 49 PFM Financial Advisors LLC is an independent advisory firm and is not engaged in the business of underwriting, trading or distributing municipal or other public securities. AUDITED FINANCIAL STATEMENTS The Annual Comprehensive Financial Report of the City of Miami for the Fiscal Year ended September 30, 2022 (the "Audited Financial Statements"), the report thereon of RSM US LLP, as independent certified public accountants, is attached hereto as "APPENDIX C-ANNUAL COMPREHENSIVE FINANCIAL REPORT OF THE CITY OF MIAMI FOR FISCAL YEAR ENDED SEPTEMBER 30, 2022" as a part of this Official Statement. The Audited Financial Statements have been included as a public document and no consent was requested or received from RSM US LLP. UNDERWRITING The Series 2023A Bonds are being purchased by Jefferies, LLC, as representative of the underwriters (the "Underwriters") at an aggregate purchase price of $ (the par amount of the Series 2023A Bonds, less Underwriters' discount of $ [plus] [less] net original issue premium (discount) of $ ). The Series 2023B Bonds are being purchased by the Underwriters at an aggregate purchase price of $ (the par amount of the Series 2023B Bonds, less Underwriters' discount of $ [plus] [less] net original issue premium (discount) of $ ). The Series 2023C Bonds are being purchased by the Underwriters at an aggregate purchase price of $ (the par amount of the Series 2023C Bonds, less Underwriters' discount of $ [plus] [less] net original issue premium (discount) of $ ). The Underwriters' obligations are subject to certain conditions precedent described in the Bond Purchase Agreement entered into between the City and the Underwriters, and they will be obligated to purchase all of the Series 2023 Bonds if any Series 2023 Bonds are purchased. The Series 2023 Bonds may be offered and sold to certain dealers (including dealers depositing such Series 2023 Bonds into investment trusts) at prices lower than such public offering prices, and such public offering prices may be changed, from time to time, by the Underwriters. ENFORCEABILITY OF REMEDIES The remedies available to the owners of the Series 2023 Bonds upon an event of default under the Resolution are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including specifically the federal bankruptcy code, the remedies specified by the Resolution and the Series 2023 Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2023 Bonds, including Bond Counsel's approving opinion, will be qualified, as to the enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. CONTINUING DISCLOSURE The City has covenanted for the benefit of the holders of the Series 2023 Bonds to provide certain financial information and operating data relating to the City and the Series 2023 Bonds in each year (the "Annual Report"), and to provide notices of the occurrence of certain enumerated material events. Such covenant will only apply so long as the Series 2023 Bonds remain outstanding. The Annual Report and any notices of material events will be filed by the City with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access ("EMMA") system for municipal securities disclosures as described in the proposed form of Continuing Disclosure Agreement attached hereto as APPENDIX E. The specific nature of the information to be contained in the Annual Report and the notices of material events are described in 50 "APPENDIX E - FORM OF CONTINUING DISCLOSURE AGREEMENT" attached hereto, which will be executed by the City at the time of issuance of the Series 2023 Bonds. Failure of the City to comply with the provisions of the Continuing Disclosure Agreement will not constitute an event of default under the Resolution. It is the position of the City that the sole and exclusive remedy of any holder of a Series 2023 Bond for enforcement of the provisions of the Continuing Disclosure Agreement will be an action of mandamus or specific performance to cause the City to comply with its obligations thereunder. The City's dissemination agent for such undertakings is Digital Assurance Certification, L.L.C. With respect to the Series 2023 Bonds, no party other than the City is obligated to provide, nor is expected to provide, continuing disclosure information. The City has undertaken certain continuing disclosure obligations in prior continuing disclosure certificates in connection with its outstanding debt and its outstanding bonds to provide certain financial and operating information and notices to EMMA. ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT The references, excerpts, and summaries of all documents, statutes, and information concerning the City and certain reports and statistical data referred to herein do not purport to be complete, comprehensive and definitive and each such summary and reference is qualified in its entirety by reference to each such document for full and complete statements of all matters of fact relating to the Series 2023 Bonds, the security for the payment of the Series 2023 Bonds and the rights and obligations of the owners thereof and to each such statute, report or instrument. The appendices attached hereto are integral parts of this Official Statement and must be read in their entirety together with all foregoing statements. The information and expressions of opinions herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder is to create, under any circumstances, any implication that there has been no change in the affairs of the City from the date hereof. FORWARD -LOOKING STATEMENTS This Official Statement contains certain "forward -looking statements" concerning the City's operations, performance and financial condition, including its future economic performance, plans and objectives. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond the control of the City. The words "may," "would," "could," "will," "expect," "anticipate," "believe," "intend," "plan," "estimate" and similar expressions are meant to identify these forward -looking statements. Actual results may differ materially from those expressed or implied by these forward -looking statements. MISCELLANEOUS Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Neither this Official Statement nor any statement that may have been made verbally or in writing is to be construed as a contract with the owners of the Series 2023 Bonds. 51 AUTHORIZATION OF OFFICIAL STATEMENT The execution and delivery of this Official Statement has been duly authorized and approved by the City. At the time of delivery of the Series 2023 Bonds, the City will furnish a certificate to the effect that nothing has come to its attention which would lead it to believe that the Official Statement (other than information herein related to DTC, the book -entry only system of registration and the information contained under the captions "TAX MATTERS" and "UNDERWRITING" as to which no opinion shall be expressed), as of its date and as of the date of delivery of the Series 2023 Bonds, contains an untrue statement of a material fact or omits to state a material fact which should be included therein for the purposes for which the Official Statement is intended to be used, or which is necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. THE CITY OF MIAMI, FLORIDA By: City Manager By: Chief Financial Officer 52 APPENDIX A GENERAL INFORMATION REGARDING THE CITY OF MIAMI AND MIAMI-DADE COUNTY 53 APPENDIX B FORM OF THE RESOLUTION APPENDIX C COMPREHENSIVE ANNUAL FINANCIAL REPORT OF THE CITY OF MIAMI FOR FISCAL YEAR ENDED SEPTEMBER 30, 2022 APPENDIX D FORM OF BOND COUNSEL OPINION APPENDIX E FORM OF CONTINUING DISCLOSURE AGREEMENT