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HomeMy WebLinkAboutExhibit SUBTHIS DOCUMENT IS A SUBSTITUTION. THE ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT A FORMS OF SERIES 2024 INFRASTRUCTURE BONDS FORM OF SERIES 2024A INFRASTRUCTURE BOND UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. No. R- $ UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BOND (MIAMI FOREVER INFRASTRUCTURE PROGRAMS), SERIES 2024A Interest Rate Maturity Date Dated Date CUSIP January 1, Registered Owner: Principal Amount: Dollars The City of Miami, Florida (hereinafter called the "City"), for value received, hereby promises to pay to the Registered Owner identified above, or to registered assigns or legal representatives, to the extent and from the sources provided therefor, as described herein, on the Maturity Date identified above (or earlier as hereinafter provided), the Principal Amount identified above, upon presentation and surrender hereof at the designated office of The Bank of New York Mellon Trust Company, N.A. in Pittsburgh, Pennsylvania, as the Paying Agent for the Series 2024A Bonds, or any successor Paying Agent appointed by the City pursuant to the Bond Resolution hereinafter referred to, and to pay, to the extent and from the sources herein described, interest on the principal sum from the date hereof, or from the most recent interest payment date to which interest has been paid, at the Interest Rate per annum identified above, until payment of 25 86008475.v9 FILE 15973 EXHIBIT SUB the Principal Amount, or until provision for the payment thereof has been duly provided for, such interest being payable semiannually on the first day of January and the first day of July of each year, commencing on 1, 20. Interest will be paid on each such interest payment date by check or draft mailed to the Registered Owner hereof at his address as it appears on the registration books of the City maintained by the Bond Registrar for the Series 2024A Bonds (identified above and described herein), at the close of business on the fifteenth (15th) day (whether or not a business day) of the month next preceding the interest payment date (the "Record Date"), irrespective of any transfer or exchange of such Series 2024A Bond subsequent to each Record Date and prior to such interest payment date, unless the City shall be in default in payment of interest due on such interest payment date. In the event of any such default, such defaulted interest shall be payable to the person in whose name such Series 2024A Bond is registered at the close of business on a special record date for the payment of such defaulted interest as established by notice deposited in the U.S. mail, postage prepaid, by the Bond Registrar to the Registered Owners of Series 2024A Bonds not less than fifteen (15) days preceding such special record date. Such notice shall be mailed to the persons in whose names the Series 2024A Bonds are registered at the close of business on the fifth (5th) day (whether or not a business day) preceding the date of mailing. This Series 2024A Bond is one of an authorized issue and series of bonds in the aggregate principal amount of $ (the "Series 2024A Bonds") of like date, tenor and effect, except as to number, maturity and interest rate, issued to pay the cost of acquisition, construction and equipping of certain capital improvements within the City, pursuant to the authority of and in full compliance with the Constitution and laws of the State of Florida, including particularly Article VII, Section 12 of the Constitution, Chapter 166, Florida Statutes, to the extent not inconsistent with and not repealed by the provisions of Section 166.021, Florida Statutes, the Charter of the City of Miami, Ordinance No. 12137 duly enacted by the City on October 11, 2001 and Resolution No. 09- duly adopted by the City on , 2024 (collectively, the "Bond Resolution"), and other applicable provisions of law. This Series 2024A Bond is subject to all the terms and conditions of the Bond Resolution, and capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Bond Resolution. Simultaneously with the issuance of the Series 2024A Bonds, the City is issuing its $ aggregate principal amount Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Taxable Series 2024B (the "Series 2024B Bonds," and together with the Series 2024A Bonds, the "Series 2024 Bonds") under and pursuant to the Bond Resolution. This Series 2024A Bond shall not be or constitute a general indebtedness within the meaning of any constitutional or statutory provision or limitation and the City is not obligated to levy any ad valorem taxes other than the Limited Ad Valorem Tax (as defined in the Bond Resolution) for the payment thereof. Neither the full faith and credit nor the ad valorem taxing power of the State of Florida or any political subdivision or agency thereof (except the taxing power of the City, but only to the extent of the Limited Ad Valorem Tax) is pledged to the payment of this Series 2024ABond, and it is expressly agreed by the Registered Owner of this Series 2024A Bond that, except for the Limited Ad Valorem Tax, such Registered Owner shall never have the right to compel the exercise of the ad valorem taxing power of the City or taxation in any form on any real or personal property for the payment of the principal of, premium, if any, and interest on this Series 2024A Bond or for the payment of any other amounts provi ded for in the Bond Resolution. 26 86008475.v9 The Series 2024 Bonds are special limited parity obligations of the City payable from (i) the Limited Ad Valorem Tax to be levied annually on all taxable property in the City, and (ii) to the extent provided in the Bond Resolution, a covenant to budget and appropriate, in each fiscal year, legally available non -ad valorem revenues of the City in an amount which together with the amounts on deposit in the respective accounts of the Bond Fund for the Series 2024 Bonds is sufficient to pay the principal of, redemption premium, if any and interest on the Series 2024 Bonds then due and payable; provided, however, that not more than 10% of the Maximum Annual Debt Service on the Series 2024 Bonds may be paid from such non -ad valorem revenues in any Fiscal Year. Reference is made to the Bond Resolution for the provisions, among others, relating to the terms, lien and security for the Series 2024 Bonds, the custody and application of the proceeds of the Series 2024 Bonds, the rights and remedies of the holders of the Series 2024 Bonds, and the extent of and limitations on the City's rights, duties and obligations, to all of which provisions the registered owner hereof assents by acceptance hereof. [INSERT THE FOLLOWING REDEMPTION PROVISIONS ONLY IF THE SERIES 2024A BONDS ARE SUBJECT TO REDEMPTION] [The Series 2024A Bonds maturing January 1, are subject to mandatory redemption prior to maturity, in part, as selected by lot, at a redemption price of 100% of the principal amount thereof on January 1, and on each January 1 thereafter in the following principal amounts: Date Principal Amount * Maturity.] [The Series 2024A Bonds maturing on 1, and thereafter shall be [further] subject to redemption prior to their maturity, at the option of the City on or after 1, , as a whole or in part at any time (selected by the City among maturities and by lot within a maturity), at the redemption prices (expressed as percentages of principal amount) set forth in the following table, plus accrued interest from the most recent interest payment date to the redemption date: Redemption Periods (Both Dates Inclusive) January 1, through December 31, January 1, and thereafter] Redemption Prices 86008475.v9 27 [Notice of call for redemption is to be given by mailing a copy of the redemption notice by U.S. mail at least thirty (30) days prior to the date fixed for redemption to the registered owner of each Series 2024ABond to be redeemed at the address shown on the registration books maintained by the City, as Bond Registrar, or any successor Bond Registrar appointed by the City pursuant to the Bond Resolution. Failure to give such notice by mailing to any Bondholder, or any defect therein, shall not affect the validity of the proceedings for the redemption of any Series 2024A Bond or portion thereof with respect to which no such failure or defect has occurred. All such Series 2024A Bonds called for redemption and for the retirement of which funds are duly provided will cease to bear interest on such redemption date.] This Series 2024A Bond may be transferred upon the registration books of the City upon delivery thereof to the designated office of the Bond Registrar accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the registered owner of this Series 2024A Bond or by such regi stered owner's attorney -in -fact or legal representative, containing written instructions as to the details of transfer of this Series 2024A Bond, along with the social security number or federal employer identification number of such transferee. In all cases of a transfer of a Series 2024A Bond, the Bond Registrar shall at the earliest practical time in accordance with the provisions of the Bond Resolution enter the transfer of ownership in the registration books and shall deliver in the name of the new transferee or transferees a new fully registered Series 2024A Bond or Series 2024A Bonds of the same maturity and of authorized denomination or denominations, for the same aggregate principal amount and payable from the same source of funds. Series 2024A Bonds may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Series 2024A Bonds, of authorized denominations of the same series and maturity. The City and the Bond Registrar may charge the owner of such Series 2024A Bond for the registration of every transfer or exchange of a Series 2024A Bond an amount sufficient to reimburse them for any tax, fee or any other governmental charge required (other than by the City) to be paid with respect to the registration of such transfer or exchange, and may require that such amounts be paid before any such new Series 2024A Bond shall be delivered. If the date for payment of the principal of, redemption premium, if any, or interest on this Series 2024A Bond shall be a Saturday, Sunday, legal holiday or, if the Paying Agent is then an entity other than the City, a day on which banking institutions in the city where the corporate trust office of the Paying Agent is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such day shall have the same force and effect as if made on the nominal date of payment. The City has established a book -entry system of registration for the series of Series 2024A Bonds of which this is one. Except as specifically provided otherwise in the Bond Resolution, an agent will hold this Series 2024A Bond on behalf of the beneficial owner hereof. By acceptance of a confirmation of purchase, delivery or transfer, the beneficial owner of this Series 2024ABond shall be deemed to have agreed to such arrangement. It is hereby certified and recited that this Series 2024A Bond is authorized by and is issued in conformity with the requirements of the Constitution and statutes of the State of Florida; that 28 86008475.v9 all acts, conditions and things required to exist, to happen, and to be performed precedent to the issuance of this Series 2024A Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable hereto; that the issuance of the Series 2024A Bonds of this issue does not violate any constitutional or statutory limitation or provision; that due provision has been made for the levy and collection of the Limited Ad Valorem Tax upon all taxable property within the corporate limits of the City (excluding exemptions as provided by applicable law), to pay the principal of, redemption premium, if any, and interest on the Series 2024 Bonds as the same shall become due and payable, which tax shall be assessed, levied and collected at the same time and in the same manner as other ad valorem taxes are assessed, levied and collected within the corporate limits of the City. This Series 2024A Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Resolution until the Certificate ofAuthentication endorsed hereon shall have been manually signed by the Bond Registrar. This Series 2024A Bond is and has all the qualities and incidents of, an investment security under the Uniform Commercial Code -Investment Securities Law of the State of Florida. IN WITNESS WHEREOF, the City of Miami, Florida, has issued this Series 2024A Bond and has caused the same to be signed by its City Manager and attested and countersigned by its City Clerk, either manually or with their facsimile signatures, and its seal to be affixed hereto or a facsimile of its seal to be reproduced hereon as of the date hereof. CITY OF MIAMI, FLORIDA (SEAL) By: ATTESTED AND COUNTERSIGNED: Name: Title: City Manager By: Name: Title: City Clerk APPROVED AS TO FORM AND CORRECTNESS By: Name: Title: City Attorney 86008475.v9 29 CERTIFICATE OF AUTHENTICATION This Series 2024A Bond is one of the Series 2024A Bonds and executed under the provisions of the within mentioned Bond Resolution. Date of Authentication: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Bond Registrar By: Authorized Officer 86008475.v9 30 ASSIGNMENT FOR VALUE RECEIVED, the undersigned (the "Transferor") hereby sells, assigns and transfers unto (the "Transferee") PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE the within Series 2024A Bond and all rights thereunder, and hereby irrevocably constitutes and appoints as attorney to register the transfer of the within Series 2024A Bond on the books kept for registration and registration of transfer thereof, with full power of substitution in the premises. Date: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a member firm of any other recognized national securities exchange or a commercial bank or a trust company. NOTICE: No transfer will be registered and no new Series 2024A Bond will be issued in the name of the Transferee, unless the signature(s) to this assignment correspond(s) with the name as it appears upon the face of the within Series 2024A Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. 31 86008475.v9 FORM OF SERIES 2024B INFRASTRUCTURE BOND UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. No. R- $ UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BOND (MIAMI FOREVER INFRASTRUCTURE PROGRAMS), TAXABLE SERIES 2024B Interest Rate Maturity Date Dated Date CUSIP January 1, Registered Owner: Principal Amount: Dollars The City of Miami, Florida (hereinafter called the "City"), for value received, hereby promises to pay to the Registered Owner identified above, or to registered assigns or legal representatives, to the extent and from the sources provided therefor, as described herein, on the Maturity Date identified above (or earlier as hereinafter provided), the Principal Amount identified above, upon presentation and surrender hereof at the designated office of The Bank of New York Mellon Trust Company, N.A. in Pittsburgh, Pennsylvania, as the Paying Agent for the Series 2024B Bonds, or any successor Paying Agent appointed by the City pursuant to the Bond Resolution hereinafter referred to, and to pay, to the extent and from the sources herein described, interest on the principal sum from the date hereof, or from the most recent interest payment date to which interest has been paid, at the Interest Rate per annum identified above, until payment of the Principal Amount, or until provision for the payment thereof has been duly provided for, such interest being payable semiannually on the first day of January and the first day of July of each year, commencing on 1, 20. Interest will be paid on each such interest payment date by check or draft mailed to the Registered Owner hereof at his address as it appears on the registration books of the City maintained by the Bond Registrar for the Series 2024B Bonds 86008475.v9 (identified above and described herein), at the close of business on the fifteenth (15th) day (whether or not a business day) of the month next preceding the interest payment date (the "Record Date"), irrespective of any transfer or exchange of such Series 2024B Bond subsequent to each Record Date and prior to such interest payment date, unless the City shall be in default in payment of interest due on such interest payment date. In the event of any such default, such defaulted interest shall be payable to the person in whose name such Series 2024B Bond is registered at the close of business on a special record date for the payment of such defaulted interest as established by notice deposited in the U.S. mail, postage prepaid, by the Bond Registrar to the Registered Owners of Series 2024B Bonds not less than fifteen (15) days preceding such special record date. Such notice shall be mailed to the persons in whose names the Series 2024B Bonds are registered at the close of business on the fifth (5th) day (whether or not a business day) preceding the date of mailing. This Series2024B Bond is one of an authorized issue and series of bonds in the aggregate principal amount of $ (the "Series 2024B Bonds") of like date, tenor and effect, except as to number, maturity and interest rate, issued to pay the cost of acquisition, construction and equipping of certain capital improvements within the City, pursuant to the authority of and in full compliance with the Constitution and laws of the State of Florida, including particularly Article VII, Section 12 of the Constitution, Chapter 166, Florida Statutes, to the extent not inconsistent with and not repealed by the provisions of Section 166.021, Florida Statutes, the Charter of the City of Miami, Ordinance No. 12137 duly enacted by the City on October 11, 2001 and Resolution No. 09- duly adopted by the City on , 2024 (collectively, the "Bond Resolution"), and other applicable provisions of law. This Series 2024B Bond is subject to all the terms and conditions of the Bond Resolution, and capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Bond Resolution. Simultaneously with the issuance of the Series 2024B Bonds, the City is issuing its $ aggregate principal amount Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Series 2024A (the "Series 2024A Bonds," and together with the Series 2024B Bonds, the "Series 2024 Bonds") under and pursuant to the Bond Resolution. This Series 2024B Bond shall not be or constitute a general indebtedness within the meaning of any constitutional or statutory provision or limitation and the City is not obligated to levy any ad valorem taxes other than the Limited Ad Valorem Tax (as defined in the Bond Resolution) for the payment thereof. Neither the full faith and credit nor the ad valorem taxing power of the State of Florida or any political subdivision or agency thereof (except the taxing power of the City, but only to the extent of the Limited Ad Valorem Tax) is pledged to the payment of this Series 2024B Bond, and it is expressly agreed by the Registered Owner of this Series 2024B Bond that, except for the Limited Ad Valorem Tax, such Registered Owner shall never have the right to compel the exercise of the ad valorem taxing power of the City or taxation in any form on any real or personal property for the payment of the principal of, premium, if any, and interest on this Series 2024B Bond or for the payment of any other amounts provi ded for in the Bond Resolution. The Series 2024 Bonds are special limited parity obligations of the City payable from (i) the Limited Ad Valorem Tax to be levied annually on all taxable property in the City, and (ii) to the extent provided in the Bond Resolution, a covenant to budget and appropriate, in each fiscal year, legally available non -ad valorem revenues of the City in an amount which together with the amounts on deposit in the respective accounts of the Bond Fund for the Series 2024 Bonds is sufficient to pay the principal of, redemption premium, if any and interest on the Series 2024 Bonds 86008475.v9 then due and payable; provided, however, that not more than 10% of the Maximum Annual Debt Service on the Series 2024 Bonds may be paid from such non -ad valorem revenues in any Fiscal Year. Reference is made to the Bond Resolution for the provisions, among others, relating to the terms, lien and security for the Series 2024 Bonds, the custody and application of the proceeds of the Series 2024 Bonds, the rights and remedies of the holders of the Series 2024 Bonds, and the extent of and limitations on the City's rights, duties and obligations, to all of which provisions the registered owner hereof assents by acceptance hereof. [INSERT THE FOLLOWING REDEMPTION PROVISIONS ONLY IF THE SERIES 2024B BONDS ARE SUBJECT TO REDEMPTION] [The Series 2024B Bonds maturing January 1, are subject to mandatory redemption prior to maturity, in part, as selected by lot, at a redemption price of 100% of the principal amount thereof on January 1, and on each January 1 thereafter in the following principal amounts: Date Principal Amount * * Maturity.] [The Series 2024B Bonds maturing on 1, and thereafter shall be [further] subject to redemption prior to their maturity, at the option of the City on or after 1, , as a whole or in part at any time (selected by the City among maturities and by lot within a maturity), at the redemption prices (expressed as percentages of principal amount) set forth in the following table, plus accrued interest from the most recent interest payment date to the redemption date: Redemption Periods (Both Dates Inclusive) January 1, through December 31, January 1, and thereafter] Redemption Prices [Notice of call for redemption is to be given by mailing a copy of the redemption notice by U.S. mail at least thirty (30) days prior to the date fixed for redemption to the registered owner of each Series 2024B Bond to be redeemed at the address shown on the registration books maintained by the City, as Bond Registrar, or any successor Bond Registrar appointed by the City pursuant to the Bond Resolution. Failure to give such notice by mailing to any Bondholder, or any defect therein, shall not affect the validity of the proceedings for the redemption of any Series 2024B 86008475.v9 Bond or portion thereof with respect to which no such failure or defect has occurred. All such Series 2024B Bonds called for redemption and for the retirement of which funds are duly provided will cease to bear interest on such redemption date.] This Series 2024B Bond may be transferred upon the registration books of the City upon delivery thereof to the designated office of the Bond Registrar accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the registered owner of this Series 2024B Bond or by such registered owner's attorney -in -fact or legal representative, containing written instructions as to the details of transfer of this Series 2024B Bond, along with the social security number or federal employer identification number of such transferee. In all cases of a transfer of a Series 2024B Bond, the Bond Registrar shall at the earliest practical time in accordance with the provisions of the Bond Resolution enter the transfer of ownership in the registration books and shall deliver in the name of the new transferee or transferees a new fully registered Series 2024B Bond or Series 2024B Bonds of the same maturity and of authorized denomination or denominations, for the same aggregate principal amount and payable from the same source of funds. Series 2024B Bonds may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Series 2024B Bonds, of authorized denominations of the same series and maturity. The City and the Bond Registrar may charge the owner of such Series 2024B Bond for the registration of every transfer or exchange of a Series 2024B Bond an amount sufficient to reimburse them for any tax, fee or any other governmental charge required (other than by the City) to be paid with respect to the registration of such transfer or exchange, and may require that such amounts be paid before any such new Series 2024B Bond shall be delivered. If the date for payment of the principal of, redemption premium, if any, or interest on this Series 2024B Bond shall be a Saturday, Sunday, legal holiday or, if the Paying Agent is then an entity other than the City, a day on which banking institutions in the city where the corporate trust office of the Paying Agent is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such day shall have the same force and effect as if made on the nominal date of payment. The City has established a book -entry system of registration for the series of Series 2024B Bonds of which this is one. Except as specifically provided otherwise in the Bond Resolution, an agent will hold this Series 2024B Bond on behalf of the beneficial owner hereof. By acceptance of a confirmation of purchase, delivery or transfer, the beneficial owner of this Series 2024B Bond shall be deemed to have agreed to such arrangement. It is hereby certified and recited that this Series 2024B Bond is authorized by and is issued in conformity with the requirements of the Constitution and statutes of the State of Florida; that all acts, conditions and things required to exist, to happen, and to be performed precedent to the issuance of this Series 2024B Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable hereto; that the issuance of the Series 2024B Bonds of this issue does not violate any constitutional or statutory limitation or provision; that due provision has been made for the levy and collection of the Limited Ad Valorem Tax upon all taxable property within the corporate limits of the City (excluding exemptions as provided by applicable law), to pay the principal of, redemption premium, if any, and interest on the Series 2024 Bonds as the same shall become due and payable, 86008475.v9 which tax shall be assessed, levied and collected at the same time and in the same manner as other ad valorem taxes are assessed, levied and collected within the corporate limits of the City. This Series 2024B Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Resolution until the Certificate ofAuthentication endorsed hereon shall have been manually signed by the Bond Registrar. This Series 2024B Bond is and has all the qualities and incidents of, an investment security under the Uniform Commercial Code -Investment Securities Law of the State of Florida. IN WITNESS WHEREOF, the City of Miami, Florida, has issued this Series 2024B Bond and has caused the same to be signed by its City Manager and attested and countersigned by its City Clerk, either manually or with their facsimile signatures, and its seal to be affixed hereto or a facsimile of its seal to be reproduced hereon as of the date hereof. CITY OF MIAMI, FLORIDA (SEAL) By: ATTESTED AND COUNTERSIGNED: Name: Title: City Manager By: Name: Title: City Clerk APPROVED AS TO FORM AND CORRECTNESS By: Name: Title: City Attorney 86008475.v9 CERTIFICATE OF AUTHENTICATION This Series 2024B Bond is one of the Series 2024B Bonds and executed under the provisions of the within mentioned Bond Resolution. Date of Authentication: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Bond Registrar By: Authorized Officer 86008475.v9 ASSIGNMENT FOR VALUE RECEIVED, the undersigned (the "Transferor") hereby sells, assigns and transfers unto (the "Transferee") PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE the within Series 2024B Bond and all rights thereunder, and hereby irrevocably constitutes and appoints as attorney to register the transfer of the within Series 2024B Bond on the books kept for registration and registration of transfer thereof, with full power of substitution in the premises. Date: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a member firm of any other recognized national securities exchange or a commercial bank or a trust company. NOTICE: No transfer will be registered and no new Series 2024B Bond will be issued in the name of the Transferee, unless the signature(s) to this assignment correspond(s) with the name as it appears upon the face of the within Series 2024B Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. 86008475.v9 EXHIBIT B PAYING AGENT AND REGISTRAR AGREEMENT 86008475.v9 REGISTRAR AND PAYING AGENCY AGREEMENT between CITY OF MIAMI, FLORIDA and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Pertaining to $[PAR A] City of Miami, Florida Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Tax -Exempt Series 2024A and $[PAR B] City of Miami, Florida Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Taxable Series 2024B Dated as of [Month] 1, 2024 86285982.v5 TABLE OF CONTENTS ARTICLE PAGE Recitals 1 Article One Appointment Of Bank As Registrar And Paying Agent Section 1.01. Appointment. 1 Section 1.02. Compensation. 1 Article Two Definitions Section 2.01. Definitions 2 Article Three Paying Agent Section 3.01. Duties of Paying Agent. 3 Section 3.02. Payment Dates. 4 Article Four Registrar Section 4.01. Authentication of Bonds. 4 Section 4.02. Transfer and Exchange. 4 Section 4.03. Reserved 5 Section 4.04. Form of Register. 5 Section 4.05. List of Bondholders 5 Section 4.06. Cancellation of Bonds 5 Section 4.07. Mutilated, Destroyed, Lost, or Stolen Bonds 6 Section 4.08. Reserved 6 Article Five The Bank Section 5.01. Duties of Bank. 6 Section 5.02. Reliance on Documents, etc 7 Section 5.03. Recitals of Issuer. 8 Section 5.04. May Hold Bonds. 8 Section 5.05. Money Held by Bank. 8 Section 5.06. Custodial Funds. 9 Section 5.07. Mergers or Consolidations. 9 Section 5.08. Indemnification. 9 Section 5.09. Interpleader. 9 Article Six Miscellaneous Provisions Section 6.01. Amendment. 10 Section 6.02. Assignment. 10 Section 6.03. Termination; Resignation; Removal. 10 Section 6.04. Notices. 11 Section 6.05. Effect of Headings. 11 Section 6.06. Successors and Assigns 11 Section 6.07. Severability. 11 Section 6.08. Benefits of Agreement. 12 Section 6.09. Entire Agreement. 12 Section 6.10. Counterparts. 12 Section 6.11. Governing Law. 12 Exhibit A — Fees and Expenses ii REGISTRAR AND PAYING AGENCY AGREEMENT THIS REGISTRAR AND PAYING AGENCY AGREEMENT (the or this "Agreement") dated as of [Month] 1, 204, is by and between the CITY OF MIAMI, FLORIDA (the "Issuer") and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., organized and existing under the laws of the United States of America having a corporate trust office in Jacksonville, Florida (the "Bank"). WHEREAS, the Issuer has duly authorized and provided for the issuance of its Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Tax -Exempt Series 2024A, in the aggregate principal amount of $[PAR A] and its Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Taxable Series 2024B, in the aggregate principal amount of $[PAR B] (collectively, the "Bonds"), to be issued as registered securities without coupons; WHEREAS, all things necessary to make the Bonds the valid obligations of the Issuer, in accordance with their terms, will be taken upon the issuance and delivery thereof; WHEREAS, the Issuer is desirous that the Bank act as the Paying Agent of the Issuer in paying the principal, redemption premium, if any, and interest on the Bonds, in accordance with the terms thereof, and that the Bank act as Registrar for the Bonds; WHEREAS, the Issuer and the Bank have duly authorized the execution and delivery of this Agreement, and all things necessary to make this Agreement the valid agreement of the Issuer and the Bank, in accordance with its terms, have been done; NOW, THEREFORE, it is mutually agreed to the following terms: ARTICLE ONE APPOINTMENT OF BANK AS REGISTRAR AND PAYING AGENT Section 1.01. Appointment. (a) The Issuer hereby appoints the Bank to act as Paying Agent with respect to the Bonds, in paying to the Bondholders of the Bonds the principal, redemption premium, if any, and interest on all or any of the Bonds, or the purchase price thereof, as applicable. (b) The Issuer hereby appoints the Bank as Registrar with respect to the Bonds. (c) The Bank hereby accepts its appointment and agrees to act as the Paying Agent and Registrar. Section 1.02. Compensation. 1 As compensation for Bank' s services as Registrar and Paying Agent, the Issuer agrees to pay the Bank the fees and amounts set forth in Exhibit A hereto annually in advance while this Agreement is in effect. The Issuer agrees to reimburse the Bank for any reasonable expenses disbursements incurred or made by the Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agent and counsel). Such fees and expenses shall be paid to the Bank as billed. ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following terms have the following meanings when used in this Agreement: "Authorized Representative" means an authorized representative of the Issuer, as designated by the City Commission from time to time and shall initially include the Mayor, City Manager and the Director of Finance. "Bank" means The Bank of New York Mellon Trust Company, N.A., having a corporate trust office in Jacksonville, Florida. "Bank Office" means the corporate trust office of the Bank located in Jacksonville, Florida. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Bond" or "Bonds" mean any or all of the City of Miami, Florida Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Tax -Exempt Series 2024A and the City of Miami, Florida Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Taxable Series 2024B. "Bond Purchase Agreement" means the Bond Purchase Agreement dated 2024, between the Issuer and Siebert Williams Shank & Co., LLC, on behalf of itself and Blaylock Van, LLC, Estrada Hinojosa & Company, Inc., and Jefferies LLC, as the underwriters. "Bond Resolution" means the resolution, order or ordinance of the governing body of the Issuer pursuant to which the Bonds are issued, certified by any officer of the Issuer and delivered to the Bank. "Bondholder" means the Person in whose name a Bond is registered in the Register. "Electronic Means" shall mean the following communication methods: e-mail, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Bank, or another method or system specified by the Bank as available for use in connection with its services hereunder. "Fiscal Year" means the 12 month period ending September 30th of each year. 2 "Issuer" means the City of Miami, Florida, its successors and assigns. "Issuer Request" and "Issuer Order" means a written request or order signed in the name of the Issuer by an Authorized Representative, and delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Paying Agent" means the Bank when it is performing the functions associated with the terms in this Agreement. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government. "Predecessor Bonds" of any particular Bond means every previous Bond evidencing all or a portion of the same obligation as that evidenced by such particular Bond (and, for the purposes of this definition, any Bond registered and delivered under Section 4.06 in lieu of a mutilated, lost, destroyed or stolen Bond shall be deemed to evidence the same obligation as the mutilated, lost, destroyed or stolen Bond). "Register" means a register in which the Issuer shall provide for the registration and transfer of Bonds. "Responsible Officer" when used with respect to the Bank means the President or Vice President of the Board of Directors, the Chairman or Vice Chairman of the Executive Committee of the Board of Directors, the President, any Vice President, any Assistant Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. "State" means the State of Florida. "Stated Maturity" means the date specified in the Bond Purchase Agreement as the fixed date on which the principal of the Bond is due and payable. ARTICLE THREE PAYING AGENT Section 3.01. Duties of Paying Agent. (a) The Bank, as Paying Agent and on behalf of the Issuer, shall pay to the Bondholder, at the Stated Maturity and upon the surrender of the Bond or Bonds so maturing at the designate corporate trust operations office, the principal amount of the Bond or Bonds then maturing, in 3 accordance with the provisions of the Bond Resolution, provided that the Bank shall have been provided by or on behalf of the Issuer adequate collected funds to make such payment. (b) The Bank, as Paying Agent and on behalf of the Issuer, shall pay interest when due on the Bonds to each Bondholder of the Bonds as shown in the Register at the close of business on the record date, provided that the Bank shall have been provided by or on behalf of the Issuer adequate collected funds to make such payments; such payments shall be made by computing the amount of interest to be paid each Bondholder, preparing the checks, and mailing the checks on each interest payment date addressed to each Bondholder's address as it appears on the Register. (c) In the case of registered Bondholder of $1,000,000 or more of Bonds, the payments to be made to such Bondholder may be by wire transfer to a domestic bank account specified in writing by such registered Bondholder. (d) Whenever a letter of credit is in effect, the Paying Agent shall draw amounts under the letter of credit in accordance with the terms and conditions set forth therein at the times, in the manner and for the purposes set forth in the Bond Resolution to the extent necessary to make full and timely payment of the principal or purchase price of and interest on the Bonds in accordance with the Bond Resolution. Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of, premium, if any, and interest on the Bonds at the dates specified in the Bond Purchase Agreement. ARTICLE FOUR REGISTRAR Section 4.01. Authentication of Bonds. The Issuer may deliver executed Bonds to the Bank for authentication and the Bank shall manually authenticate and deliver such Bonds in accordance with written instructions of the Issuer and not otherwise. No Bond shall be entitled to any benefit under the Bond Resolution or be valid for any purpose unless such Bond shall bear thereon a certificate of authentication substantially in the form set forth in the form of Bond set out in the Bond Resolution executed on behalf of the Bank with the manual signature of an authorized signatory of the Bank. Such certificate of authentication executed as aforesaid on a Bond shall be conclusive evidence that such Bond has been authenticated and delivered under the Resolution. Section 4.02. Transfer and Exchange. (a) The Issuer shall keep the Register at the designated corporate trust operations office, and subject to such reasonable written regulations as the Issuer may prescribe, which regulations shall be furnished the Bank herewith or subsequent hereto by Issuer Order, the Issuer shall provide for the registration and transfer of the Bonds. The Bank is hereby appointed "Registrar" for the 4 purpose of registering and transferring the Bonds as herein provided. The Bank agrees to accept the appointment as Registrar for the Bonds and maintain the Register while it is Registrar. (b) The Registrar hereby agrees that at any time while any Bond is outstanding, the Bondholder may deliver such Bond to the Registrar for transfer or exchange, accompanied by instructions from the Bondholder, or the duly authorized designee of the Bondholder, designating the persons, the maturities, and the principal amounts to and in which such Bond is to be transferred and the addresses of such persons; the Registrar shall thereupon, within not more than three (3) business days, register and deliver such Bond or Bonds as provided in such instructions. The provisions of the Bond Resolution shall control the procedures for transfer or exchange set forth herein to the extent such procedures are in conflict with the provisions set forth herein. (c) Every Bond surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfers, in form satisfactory to the Bank, duly executed by the Bondholder thereof or his attorney duly authorized in writing. The Bank shall manually authenticate every Bond surrendered for transfer or exchange in accordance with Section 4.01 hereof. (d) The Registrar may request any supporting documentation necessary to effect a re - registration. (e) No service charge shall be made to the Bondholder for any registration, transfer, or exchange of Bond, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds. Section 4.03. Reserved. Section 4.04. Form of Register. The Bank as registrar will maintain the records of the Register in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Register in any form other than a form which the Bank has currently available and currently utilizes at the time. Section 4.05. List of Bondholders. (a) The Bank will provide the Issuer at any time requested in writing by the Issuer, upon payment of the cost, if any, of reproduction, a copy of the information contained in the Register. The Issuer may also inspect the information in the Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. (b) The Bank will not release or disclose the content of the Register to any person other than to, an Authorized Representative or employee of the Issuer, except upon receipt of a subpoena or court order. Upon receipt of a subpoena or court order and as permitted by law, the Bank will notify the Issuer so that the Issuer may contest the subpoena or court order. Section 4.06. Cancellation of Bonds. 5 All Bonds surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Bank, shall be promptly canceled by it and, if surrendered to the Issuer, shall be delivered to the Bank and, if not already canceled, shall be promptly canceled by the Bank. The Issuer may at any time deliver to the Bank for cancellation any Bonds previously certified or registered and delivered which the Issuer may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Bank. All canceled Bonds held by the Bank shall be disposed of by the Bank. Section 4.07. Mutilated, Destroyed, Lost, or Stolen Bonds. (a) Subject to the provisions of this Section 4.07, the Issuer hereby instructs the Bank to deliver fully registered Bonds in exchange for or in lieu of mutilated, destroyed, lost or stolen Bonds as long as the same does not result in an overissuance, all in conformance with the requirements of the Bond Resolution. (b) If (i) any mutilated Bond is surrendered to the Bank, or the Issuer and the Bank receives evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (ii) there is delivered to the Issuer and the Bank such security or indemnity as may be required by the Bank to save and hold each of them harmless, then, in the absence of notice to the Issuer or the Bank that such Bond has been acquired by a bona fide purchaser, the Issuer shall execute and upon its request the Bank shall register, manually authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same stated maturity and of like tenor and principal amount bearing a number not contemporaneously outstanding. (c) Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of the Bond Resolution equally and ratably with all other outstanding Bonds. (d) Upon the satisfaction of the Bank and the Issuer that a Bond has been mutilated, destroyed, lost or stolen, and upon receipt by the Bank and the Issuer of such indemnity or security as they may require, the Bank shall cancel the Bond number on the Bond registered with a notation in the Register that said Bond has been mutilated, destroyed, lost or stolen, and a new Bond shall be issued of the same series and of like tenor and principal amount bearing a number, according to the Register not contemporaneously outstanding. (e) The Bank may charge the Bondholder the Bank's fees and expenses in connection with issuing a new Bond in lieu of or exchange for a mutilated, destroyed, lost or stolen Bond. Section 4.08. Reserved. Section 5.01. Duties of Bank. ARTICLE FIVE THE BANK 6 The Bank undertakes to perform the duties set forth herein and in accordance with the Bond Resolution which shall be deemed purely ministerial in nature. The Bank hereby agrees to use the funds deposited with it for payment of the principal of, redemption premium, if any, and interest on the Bonds to pay the Bonds as the same shall become due and further agrees to establish and maintain all accounts and funds as may be required for the Bank to function as Paying Agent. Section 5.02. Reliance on Documents, etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank by the Issuer. (b) The Bank shall not be liable for any error of judgment or any act or steps taken or permitted to be taken in good faith, or for any mistake in law or fact, or for anything it may do or refrain from doing in connection herewith, other than its own gross negligence or willful misconduct. (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (d) The Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, certificate, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any Bonds, but is protected in acting upon receipt of Bonds containing an endorsement or instruction of transfer or power of transfer in the manner required by the Bond Resolution and which appears on its face to be signed by the Bondholder or an attorney -in -fact of the Bondholder. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice, direction, consent, order, certificate, note, security paper or document supplied by Issuer. (e) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank. (f) The Bank may consult with counsel, and the advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. The Bank shall have the right to accept and act upon instructions, including funds transfer instructions ("Instructions") given pursuant to this Agreement and delivered using Electronic Means; provided, however, that the Issuer shall provide to the Bank an incumbency certificate listing officers with the authority to provide such Instructions ("Authorized Representatives") and containing specimen signature of such Authorized Representative, which incumbency certificate shall be amended by the Issuer whenever a person is to be added or deleted from the listing. If the Issuer elects to give the Bank Instructions using Electronic Means and the Bank in its discretion 7 elects to act upon such Instructions, the Bank's understanding of such Instructions shall be deemed controlling. The Issuer understands and agrees that the Bank cannot determine the identity of the actual sender of such Instructions and that the Bank shall conclusively presume that direction that purport to have been sent by an Authorized Representative listed on the incumbency certificate provided to the Bank have been sent by such Authorized Representative The Issuer shall be responsible for ensuring that only Authorized Representatives transmit such Instructions to the Bank and that the Issuer and all Authorized Representatives are solely responsible to safeguard that use and confidentiality of applicable user and authorization codes, password and/or authentication keys upon receipt by the Issuer. The Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from the Bank's reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with subsequent written Instruction. The Issuer agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Bank, including without limitation, the risk of the Bank acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Bank and that there may be more secure methods of transmitting Instructions that the method(s) selected by the Issuer; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Bank immediately upon learning of any compromise or unauthorized use of the security procedures. Section 5.03. Recitals of Issuer. (a) The recitals contained herein, in the Bond Resolution and in the Bonds shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness. (b) The Bank shall in no event be liable to the Issuer, any Bondholder or Bondholders or any other Person for any amount due on any Bond. Section 5.04. May Hold Bonds. The Bank, in its individual or any other capacity, may become the owner or pledgee of Bonds and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent/Registrar, or any other agent. Section 5.05. Money Held by Bank. (a) Money held by the Bank hereunder need not be segregated from any other funds provided appropriate accounts are maintained. (b) The Bank shall be under no liability for interest on any money received by it hereunder. (c) Any money deposited with the Bank for the payment of the principal of, redemption premium, if any, or interest on any Bond and remaining unclaimed for three (3) years after the date on which such Bonds have become payable shall be repaid to the Issuer, and such Bonds, subject to the defense of any applicable statute of limitations, shall thereafter be an unsecured obligation of the Issuer, and the Bondholder shall look only to the Issuer for payment and then only to the 8 extent of the amounts so received, without any interest thereon and the Bank shall have no responsibility with respect to such money. Section 5.06. Reserved. Section 5.07. Mergers or Consolidations. Any corporation into which the Bank, or any successor to it in the trusts created by this Agreement, may be merged or converted or with which it or any successor to it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation resulting from any merger, conversion, consolidation or tax-free reorganization to which the Bank or any successor to it shall be a party shall be the successor Bank under this Agreement without the execution or filing of any paper or any other act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 5.08. Indemnification. The Issuer hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated), to the extent permitted by law, to indemnify, protect, save and keep harmless the Bank and its respective successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements), which may be imposed on, incurred by, or asserted against, at any time, the Bank by Persons other than the Issuer and in any way relating to or arising out of the execution and delivery of this Agreement, the acceptance of the funds and securities deposited hereunder, and any payment, transfer or other application of funds and securities by the Bank in accordance with the provisions of this Agreement; or any other duties of the Bank hereunder; provided, however, that the Issuer shall not be required to indemnify the Bank against its own negligence or willful misconduct. In no event shall the Issuer be liable to any person by reason of the transactions contemplated hereby other than to the Bank as set forth in this Section. The indemnities contained in this Section shall survive the termination of this Agreement. Section 5.09. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its persons as well as funds on deposit, waive personal service of any process, and agree that service of process by certified or registered mail, return receipt requested, to the address set forth in Section 6.04 hereof shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction to determine the rights of any Person other than the Issuer claiming any interest herein. Any court action in which the Issuer may have an interest shall be filed in a court of competent jurisdiction located in Miami -Dade County, Florida. 9 ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereof. Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Termination; Resignation; Removal. (a) This Agreement will terminate on the date of final payment by the Bank issuing its checks for the final payment of principal and interest of the Bonds. (b) The Bank at any time may resign and be discharged of the duties and obligations imposed upon the Bank as Registrar and Paying Agent under this Agreement, by giving written notice thereof to the Issuer at least thirty (30) days prior to the effective date of such resignation. In the event the Bank ceases to be eligible to serve as Registrar and Paying Agent in accordance with the provisions of the Bond Resolution, the Bank shall resign immediately. In any event, resignation of the Bank as Registrar and Paying Agent shall not become effective until a successor Registrar and Paying Agent shall have been appointed by the Issuer in accordance with the terms set forth in Section 6.03(d) hereof. If at the end of the 30 days notice period a successor Registrar and Paying Agent have not been appointed, the Bank shall have the right to petition a court of competent jurisdiction to appoint a successor paying agent and registrar. (c) The Bank may be removed from serving as Registrar and Paying Agent under this Agreement at any time by the Issuer by an instrument in writing delivered at least fifteen (15) days prior to the effective date of such removal to the Bank; provided, however, that such removal of the Bank as Registrar and Paying Agent shall not become effective until a successor Registrar and Paying Agent shall have been appointed by the Issuer in accordance with the terms set forth in Section 6.03(d) hereof. (d) If the Bank shall resign, be removed or become incapable of acting as Registrar and Paying Agent for any cause, the Issuer, shall promptly appoint a successor paying agent for the Bonds, subject to the conditions set forth in the Bond Resolution, by an instrument in writing delivered to the retiring Bank; provided, however, that such removal or resignation of the Bank as Registrar and Paying Agent shall not become effective until a successor Registrar and Paying Agent shall have been appointed by the Issuer in accordance with the terms of the Bond Resolution. If such appointment is not made within sixty (60) days from the date of written notice, the Bank shall deliver all records and any unclaimed funds to the Issuer. However, the Bank is entitled to payment of all outstanding fees and expenses before delivering records to the Issuer. In the event this Agreement is terminated by giving written notice, then the Bank agrees, upon request by the 10 Issuer, to give notice by first-class mail to all registered holders of the name and address of the successor Paying Agent and Registrar. Expenses for such notice shall be paid by the Issuer. Any successor Registrar and Paying Agent appointed by the Issuer shall be either a national or a state banking institution, and shall be a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, subject to supervision or examination by federal or state authority, and registered with the Securities and Exchange Commission. The provisions of Section 1.02 shall survive, and remain in full force and effect following the termination of this Agreement. Section 6.04. Notices. Any request, demand, authorization, direction, notice, consent, waiver or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed first class postage prepaid or hand delivered to the Issuer or the Bank, or sent Electronic Means if confirmed in writing and sent as specified above, respectively, at the addresses shown below: (a) if to the Issuer: City of Miami, Florida Attention: City Manager 444 S.W. 2nd Avenue, l0th Floor Miami, Florida 33130 Facsimile: 305-416-1801 (b) if to the Bank: The Bank of New York Mellon Trust Company, N.A. 4655 Salisbury Road, Suite 300 Jacksonville, Florida 32256 Elizabeth Graham, Vice President Telephone: 904-645-1936 Email: elizabeth.graham@,bnymellon.com Section 6.05. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.06. Successors and Assigns. All covenants and agreements herein by the Issuer and the Bank shall bind their respective successors and assigns whether so expressed or not. Section 6.07. Severability. In case any provision herein shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 11 Section 6.08. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim hereunder. Section 6.09. Entire Agreement. This Agreement and the Bond Resolution constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this Agreement and the Bond Resolution, the Bond Resolution shall govern. Section 6.10. Counterparts. This Agreement may be executed in any number of counterparts, each which shall be deemed an original and all of which shall constitute one and the same Agreement. State. Section 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the [Remainder of Page Intentionally Left Blank; Signature Pages Follow.] 12 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the first date written above. [SEAL] CITY OF MIAMI, FLORIDA By: Attest: City Manager By: City Clerk Approved as to Form and Correctness: Approved as to Insurance Requirements: By: By: City Attorney Risk Management Director [Signature Page 1 Registrar and Paying Agency Agreement] (Miami Forever Infrastructure Projects), Series 2024 S-1 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Registrar and Paying Agent By: Authorized Representative [Signature Page 1 Registrar and Paying Agency Agreement] (Miami Forever Infrastructure Projects), Series 2024 S-2 EXHIBIT A FEES AND EXPENSES Fee for services as Registrar and Paying Agent will be $ per year payable annually in advance. In addition to the foregoing annual fees, the Registrar and Paying Agent shall be entitled to reimbursement for its reasonable out-of-pocket costs and disbursements, including, without limitation, the reasonable fees and expenses of its counsel, associated with the performance of its duties under the Registrar and Paying Agent Agreement. EXHIBIT C INFRASTRUCTURE PROJECTS 86008475.v9 Exhibit C Miami Forever Bond Project List 8th Street Flood Improvements - SW 17 Ave to SW 22 Ave, SW 5 St to SW 12 St (40-6233606) Alice Wainwright Park Seawall and Baywalk (40-B40454C) Allapattah Flood Improvements - NW 7 Ave to 14 Ave, NW 23 St to 31 St (40-B233815) Antonio Maceo Park Boatramp (40-B17357) Armbrister Park Community Center (40-6193512) Auburndale Flood Mitigation Project (40-6223802) Bay of Pigs Memorial Park Improvements (40-6183526) Brickell and Coconut Grove Seawalls between SE 25th Rd to Mathenson Ave and Biscayne Bay (40-6233809) Brickell Bay Drive (40-6193802) Bryan Park Playground Renovations and Park Enhancements (40-6193516) City-wide Parks Access and Mobility Renovations (40-6193508) City-wide Parks Playground Renovations (40-6193509) City-wide Parks Roofing Reconstruction (40-6193510) City-wide Seawalls (40-BTBD) Clemente Park Flood Improvements - Miami Ave to NW 2 Ave and NW 30 St to 36 St (40-6233817) Coral Way Park Expansion and Enhancements (40-6193514) Cuban Memorial Boulevard (40-BTBD) Curtis Park Community Center (40-B193511) District 3 Localized Flooding (40-BTBD) District 4 Park Enhancements and Expansion (40-6243516) District 4 Park Land Acquisition (40-6213414) Douglas Park Community Center (40-B40581) East and West Glencoe Street, South Bayshore Ct Flood Improvements (40-6233823) East Flagami Rood Mitigation (40-B223801) East Little Havana Flood Improvements - W 12 Ave to W 17 Ave, NW 2 St to SW 6 St (Pump Station) (40-6233804) Edgewater Rood Improvements Phase I - NE 4 Ave to Biscayne Bay, NE 22 St to NE 24 St (Pump Station) (40-6233805) Fairlawn Community Park - Phase 11 (40-6233506) Fairview Flood Mitigation - Phase 11 Pump Station (40-B30737) Fire Facilities Resiliency Project (40-B193207/A) Golden Pines (40-BTBD) Grapeland Park Heights (40-6233513) Immediate Flood Control: Install Backflow Valves (Phase 1) (40-6193800) Immediate Rood Control: Install Backflow Valves (Phase 11) (40-6233806) Improve Drainage Outside of Priority Drainage Basins (Phase 1) (40-B193801) Jose Marti Park Flood Mitigation (40-6193803) Jose Marti Park Seawall, Shoreline, and Flood Improvements (40-6193500) Legion Park Community Building Improvements (40-B40510A) Legion Park Improvements (40-B40510) Little Haiti Cultural Center Roof (40-BTBD) Little River Mini Park (Outfall Connection) (40-B193501) Localized Flooding Improvements Citywide (40-6233822) Mary Brickell Village Drainage Improvements - Phase II (40-B233821) Melrose Flood Improvements Phase 1, NW 23 Ave to NW 19 Ave, NW 34 St to NW 30 St (Pump Station) (40-6233816) 1 Exhibit C Miami Forever Bond Project List Moore Park Gym (40-6193513) Morningside Flood Improvements - Biscayne Blvd to North Bayshore Dr and NE 50 Ter to NE 59 St. (40-BTBD) NE 75 Street Rood Improvements - Miami Ave to NE 2 Ave - Partial SWMP recommendations (40-BTBD) New Park at 3699/3701 SW 1st AVE (40-6193517) North Grapeland Heights Seawall (NGHS) at NW 13 Street and NW 32nd Ave (40-6233813) NW 17 Street from NW 27 AVE to NW 32 AVE - Road and Drainage (40-B183611) NW 17 Street from NW 32 to NW 37 Avenue (40-B183611A) NW 7 Street Road from NW North River Drive to South of NW 9 Avenue (40-B50904) PBA / Fern Isle Redevelopment (40-B40543) Plaza De La Cubanidad (40-BTBD) Replacement of 8 Seawalls in Edgewater between NE 22 St to NE 34 St. along Biscayne Bay (40-6233810) Replacement of Seawalls Morningside between NE 55 Terr, NE 65 St and Biscayne Bay (40-6233811) Replacement of Seawalls Shorecrest between NE 84 St and Ademar Canal; NE Bayshore Dr. and Davis Canal (40-6233812) Riverside Park Renovations and Enhancements (40-6193515) Robert King High - Phase I (40-BTBD) Ruben Dario Park (40-BTBD) Sewell Park Seawall and Ramp (40-BTBD) Shenandoah Park Pool Renovation (40-B40563) Shenandoah Playground Replacement (40-6233507) Shorecrest South Flood Improvements - NE 8 Ct to NE Bayshore Ct, NE Little River Dr to NE 79 St (Pump Station) (40-6233803) Silver Bluff Dog Run Park (40-B193522A) South Bayshore Lane/Fairview Street - East and West (40-B30737) South-West Wynwood Flood Improvements - NW 3 Ave to NW 5 Pl, NW 16 St to NW 28 St (Pump Station) (40-6233814) Spring Garden Point Park Historic Building (40-B40566) SW 23 Terrace from SW 27 Avenue to SW 32 Avenue (40-B50412) SW 24 St from 27 Ave to SW 32nd Ave (40-B50413) SW 49 Ave from SW 8 St to W Flagler St (40-B233801) SW 56 Ave from SW 8 St to W Flagler St (40-6233800) Tamiami Blvd Roadway Drainage Improvements (40-6243600) Very Poor Condition Roads - Outside Priority Drainage Basins - Phase I (40-6193622) Very Poor Condition Roads - Outside Priority Drainage Basins - Phase II (40-BTBD) West End Park Pool and Enhancements (40-6183505) 2 EXHIBIT D FORM OF BOND PURCHASE AGREEMENT 86008475.v9 BOND PURCHASE AGREEMENT CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BONDS (MIAMI FOREVER INFRASTRUCTURE PROGRAMS), TAX-EXEMPT SERIES 2024A and CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BONDS (MIAMI FOREVER INFRASTRUCTURE PROGRAMS), TAXABLE SERIES 2024B May , 2024 City of Miami, Florida 444 S.W. 2nd Avenue Miami, Florida 33130 Ladies and Gentlemen: The undersigned, Siebert Williams Shank & Co., LLC (the "Representative"), acting on behalf of itself, Blaylock Van, LLC, Estrada Hinojosa & Company, Inc., and Jefferies LLC (collectively with the Representative, the "Underwriters"), offers to enter into the following bond purchase agreement (this "Agreement") with the City of Miami, a municipal corporation of the State of Florida (the "City") which, upon the City' s written acceptance of this offer, will be binding upon the City and upon the Underwriters. This offer is made subject to the City's written acceptance hereof on or before 5:00 p.m., Eastern Daylight Time, on May , 2024, and, if not so accepted, will be subject to withdrawal by the Underwriters upon written notice delivered to the City at any time prior to the acceptance hereof by the City. Terms not otherwise defined in this Agreement shall have the same meanings as set forth in the Resolution (as defined herein) or in the Official Statement of the City dated the date hereof, relating to the Bonds (as defined below), together with all appendices or exhibits, any materials incorporated by reference therein and any amendments or supplements thereto (collectively, the "Official Statement"). 1. Purchase and Sale of the Bonds. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters hereby agree to purchase from the City, and the City hereby agrees to sell and deliver to the Underwriters, all, but not less than all, of the City' s $ Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Tax -Exempt Series 2024A Bonds (the "Series 2024A Bonds") and the City' s $ Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Taxable Series 2024B (the "Series 2024B Bonds" and, together with the Series 2024A Bonds, the "Bonds"). The City acknowledges and agrees that: (i) the primary role of the Underwriters, as underwriters, is to purchase the Bonds in an arm' s-length commercial transaction between the City and the Underwriters, and that the Underwriters have financial and other interests that differ from those of the City; (ii) the Underwriters are not acting as a municipal advisor, financial advisor, or fiduciary to the City and have not assumed any advisory or fiduciary responsibility to the City with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriters have provided other services or are currently providing other services to the City on other matters); (iii) the only obligations the Underwriters have to the City with respect to the transaction contemplated hereby expressly are set forth in this Agreement and the other City Documents (defined herein); (iv) the Underwriters have financial and other interests that differ from the City; and (v) the City has consulted its own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent it deems appropriate. The principal amount of the Bonds to be issued, the dated date therefor, the maturities, interest rates per annum, prices and/or yields, sinking fund provisions (if any), optional redemption provisions, and other terms of the Bonds are set forth in Schedule I hereto. The Bonds shall be issued and secured under and pursuant to the Constitution and laws of the State of Florida (the "State"), including particularly Article VII, Section 12 of the State Constitution, Chapters 163 and 166, Florida Statutes, as amended, and Chapter 159, Part VII, Florida Statutes, as amended, the Charter of the City, and other applicable provisions of law (the "Act"), and pursuant to Resolution No. R-19-0062 adopted by the City Commission of the City (the "City Commission") on February 14, 2019 (the "Master Resolution" or the "Series Resolution"), as supplemented and particularly as supplemented by Resolution No. R-24- adopted by the City Commission on 2024 (the "Supplemental Resolution" and, together with the Master Resolution and the Series Resolution, the "Resolution"). The Bonds are being issued for the purpose of providing funds, to (i) pay or reimburse the City for funds advanced by the City for costs of certain infrastructure capital projects identified in the Resolution and (ii) pay the costs of issuance of the Bonds. The aggregate purchase price for the Bonds shall be $ (representing the $ aggregate par amount of the Bonds, [plus/minus] and original issue [premium/discount] of $ , and less an underwriting discount of $ ). In accordance with Section 218.385, Florida Statutes, as amended, the Underwriters hereby disclose the information required by such Section, including a truth -in -bonding statement, as provided in Schedule II attached hereto. The Representative hereby agrees and makes the following representations and warranties to the City, provided, however that the representations and warranties made on behalf of the other Underwriters as set forth in (a), (c) and (d) below are based on the certifications received by the Representative from each of the other Underwriters: (a) each of the Underwriters is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and qualified to conduct business in the State of Florida, (b) this Agreement has been duly authorized, executed and delivered by the Representative on behalf of the Underwriters and, assuming the due authorization, execution and delivery by the City, is the legal, valid and binding obligation of the Underwriters enforceable in accordance with its terms, except as the 2 enforceability of this Agreement may be limited by bankruptcy or other laws affecting creditors' rights generally and except that equitable remedies lie in the discretion of the court and may not be available, (c) each Underwriter is licensed by and registered with the Financial Industry Regulatory Authority as a broker dealer and the Municipal Securities Rulemaking Board (the "MSRB") as a municipal securities dealer, (d) neither the Underwriters nor any "person" or "affiliate" thereof has been on the "convicted vendor list" during the past thirty-six (36) months as all such terms are defined in Section 287.133, Florida Statutes, as amended. The Representative represents that it has been duly authorized to execute this Agreement on behalf of itself and the other Underwriters named herein. 2. Public Offering. The Underwriters agree to make an initial public offering of all of the Bonds at prices not to exceed the public offering prices set forth on the inside front cover of the Official Statement (the "Offering Prices") and may subsequently change such Offering Prices without any requirement of prior notice. The Underwriters may offer and sell Bonds to certain dealers and others at prices lower than the Offering Prices to the extent allowed by the Code (defined herein). 3. Establishment of Issue Price. (a) The Representative, on behalf of the Underwriters, agrees to assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City at Closing an "issue price" or similar certificate, substantially in the form attached hereto as Exhibit A, together with the supporting pricing wires or equivalent communications, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Representative, the City, the City's Financial Advisor, and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. (b) Except as otherwise set forth in Schedule I to Exhibit A attached hereto, the City will treat the first price at which 10% of each maturity of the Series 2024A Bonds (the "10% test") is sold to the public as the issue price of that maturity. At or promptly after the execution of this Agreement, the Representative shall report to the City the price or prices at which the Underwriters have sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series 2024A Bonds, the Representative agrees to promptly report to the City the prices at which Series 2024A Bonds of that maturity have been sold by the Underwriters to the public. That reporting obligation shall continue, whether or not Closing has occurred, until either (i) all Series 2024A Bonds of that maturity have been sold or (ii) the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Underwriters' reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Representative, the City or Bond Counsel. For purposes of this Section, if Series 2024A Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Series 2024A Bonds. (c) If Exhibit A includes Schedule I, the Representative confirms that the Underwriters have offered the Series 2024A Bonds to the public on or before the date of this Agreement at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Schedule I to Exhibit A attached hereto, except as otherwise set forth therein. Schedule I, should it exist, also sets forth, as of the date of this Agreement, the maturities, if any, of the Bonds 3 for which the 10% test has not been satisfied and for which the City and the Representative, on behalf of the Underwriters, agree that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold -the -offering -price rule"). So long as the hold -the -offering -price rule remains applicable to any maturity of the Series 2024A Bonds, the Underwriters will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: (1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the Underwriters have sold at least 10% of that maturity of the Series 2024A Bonds to the public at a price that is no higher than the initial offering price to the public. The Representative will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Series 2024A Bonds to the public at a price that is no higher than the initial offering price to the public. (d) The Representative confirms that: (1) any agreement among underwriters, any selling group agreement and each third -party distribution agreement (to which the Representative is a party) relating to the initial sale of the Series 2024A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group and each broker -dealer that is a party to such third -party distribution agreement, as applicable: (A)(i) to report the prices at which it sells to the public the unsold Series 2024A Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Series 2024A Bonds of that maturity allocated to it have been sold or it is notified by the Representative that the 10% test has been satisfied as to the Series 2024A Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Representative, and (ii) to comply with the hold -the -offering -price rule, if applicable, if and for so long as directed by the Representative and as set forth in the related pricing wires, and (B) to promptly notify the Representative of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Series 2024A Bonds to the public (each such term being used as defined below), (C) to acknowledge that, unless otherwise advised by the Underwriter, dealer or broker -dealer, the Representative shall assume that each order submitted by the Underwriter, dealer or broker -dealer is a sale to the public. (2) any agreement among underwriters or selling group agreement relating to the initial sale of the Series 2024A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter or dealer that is a party to a third -party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker -dealer that is a party to such third - party distribution agreement to (A) report the prices at which it sells to the public the unsold 4 Series 2024A Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Series 2024A Bonds of that maturity allocated to it have been sold or it is notified by the Representative or such Underwriter or dealer that the 10% test has been satisfied as to the Series 2024A Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Representative or such Underwriter or dealer, and (B) comply with the hold - the -offering -price rule, if applicable, if and for so long as directed by the Representative or the Underwriter or the dealer and as set forth in the related pricing wires. (e) The City acknowledges that, in making the representations set forth in this section, the Representative will rely on (i) the agreement of each Underwriter to comply with the requirements for establishing the issue price of the Series 2024A Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Bonds, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Series 2024A Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing the issue price of the Series 2024A Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Series 2024A Bonds, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an Underwriter or dealer who is a member of the selling group is a party to a third -party distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker -dealer that is a party to such agreement to comply with the requirements for establishing the issue price of the Series 2024A Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Bonds, as set forth in the third -party distribution agreement and the related pricing wires. The City further acknowledges that each Underwriter shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing the issue price of the Series 2024A Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Series 2024A Bonds, and that no Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker -dealer that is a party to a third -party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing the issue price of the Series 2024A Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Series 2024A Bonds. (f) The Underwriters acknowledge that sales of any Series 2024A Bonds to any person that is a related party to an underwriter participating in the initial sale of the Series 2024A Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this Section 3: (1) "public" means any person (including an individual, trust, estate, partnership, association, company or corporation) other than an underwriter or a related party to an underwriter; (2) "underwriter" means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Series 2024A Bonds to the public and (B) any person 5 that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Series 2024A Bonds to the public (including a member of a selling group or a party to a third -party distribution agreement participating in the initial sale of the Series 2024A Bonds to the public); (3) a purchaser of any of the Series 2024A Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and (4) "sale date" means the date of execution of this Agreement by all parties. 4. The Official Statement. (a) The Preliminary Official Statement of the City dated , 2024 relating to the Bonds together with all appendices or exhibits, any materials incorporated by reference therein and any amendments or supplements thereto (collectively, the "Preliminary Official Statement") has been prepared by the City for use and distribution by the Underwriters in connection with the public offering, sale and distribution of the Bonds. The City hereby consents to and ratifies the use and distribution by the Underwriters of the Preliminary Official Statement in connection with the public offering of the Bonds. The City hereby represents and warrants that the Preliminary Official Statement is "deemed final" by the City as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (the "Rule"). (b) The City hereby authorizes and consents to the use of the Official Statement, including any amendments or supplements thereto, by the Underwriters in connection with the public offering and the sale of the Bonds. The City shall provide, or cause to be provided, to the Underwriters as soon as practicable after the date of the City's acceptance of this Agreement (but, in any event, not later than within seven (7) business days after the City's acceptance of this Agreement and in sufficient time to accompany any confirmation that requests payment from any customer) copies of the Official Statement, including any amendments or supplements thereto, which are complete as of the date of its delivery to the Underwriters in such quantity as the Representative shall reasonably request in order for the Underwriters to comply with Section (b)(4) of the Rule and the rules of the MSRB. The City hereby confirms that it agrees to the distribution of the Preliminary Official Statement and the Official Statement in electronic form, including any amendments or supplements thereto. (c) If, after the date of this Agreement to and including the date the Underwriters are no longer required to provide an Official Statement to potential customers and request the same 6 pursuant to the Rule (the earlier of (i) ninety (90) days from the "end of the underwriting period" (as defined in the Rule) and (ii) the time when the Official Statement is available to any person from the MSRB, but in no case less than twenty-five (25) days after the "end of the underwriting period" for the Bonds), the City or the Representative becomes aware of any fact or event which would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Official Statement to comply with law, the City or the Representative, as applicable, will notify the other party (and for the purposes of this clause provide the City or the Representative, as applicable, with such information as it may from time to time request), and if, in the opinion of the City or reasonable opinion of the Representative, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the City will forthwith prepare and furnish (in a form and manner approved by the Representative, the City, Bond Counsel, and Disclosure Counsel), at the City's own expense (unless such misstatement or omission was contained in information provided by the Underwriters, then at the Underwriters' expense), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will comply with law or not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Unless otherwise notified in writing by the Representative on or prior to the Closing Date, the City can assume that the "end of the underwriting period" for purposes of the Rule and this Section is the Closing Date. (d) The Representative hereby agrees to file, and the City authorizes the Representative to file, the Official Statement, including any amendments or supplements thereto, as required by the MSRB. 5. Representations, Warranties, and Covenants of the City. The City hereby represents and warrants to and covenants with the Underwriters as follows; provided that, except for clauses (a), (b), (c), (d), (1), (m), and (o), the below representations, warranties, and covenants are made to the best of its knowledge, information and belief: (a) The City is a municipal corporation of the State duly created, organized and existing under the Constitution of the State and applicable laws of the State, including, particularly Article VII, Section 12 of the State Constitution, Chapters 163 and 166, Florida Statues, as amended, and Chapter 159, Part VII, Florida Statutes, as amended, the City's Charter and other applicable provisions of law (the "Act"), and has full legal right, power and authority under the Act, and at the Closing Date will have full legal right, power and authority under the Act and the Resolution (i) to adopt the Resolution and to enter into, execute and deliver this Agreement, the Paying Agent and Bond Registrar Agreement (the "Paying Agent Agreement") by and between the City and The Bank of New York Mellon Trust Company, N.A., as the paying agent and bond registrar (the "Bank"), and the Continuing Disclosure Agreement relating to the Bonds (the "Undertaking") by and between the City and Digital Assurance Certification, LLC, as the disclosure dissemination agent, and all documents required hereunder and thereunder to be executed and delivered by the City (this Agreement, the Resolution, the Paying Agent Agreement, the Undertaking, and the other documents referred to in this clause are hereinafter referred to as the "City Documents"), (ii) to 7 sell, issue and deliver the Bonds to the Underwriters as provided herein, and (iii) to carry out and consummate the transactions contemplated by the City Documents and the Official Statement, and as of the date hereof, the City has complied in all material respects with the terms of the Act and the City Documents as they pertain to such transactions; (b) By all necessary official action of the City, prior to or concurrently with the acceptance hereof, the City has duly authorized and approved (i) the issuance and sale of the Bonds, (ii) the distribution of the Preliminary Official Statement, and the execution, delivery, and distribution of the Official Statement, including any amendments or supplements thereto, for use by the Underwriters in connection with the public offering of the Bonds, (iii) the approval, execution and delivery of, and the performance by the City of the obligations on its part, contained in the Bonds and the City Documents, and (iv) the consummation by it of all other transactions contemplated by the Official Statement, and the City Documents and any and all such other agreements and documents as may be required to be executed, delivered and/or received by the City in order to carry out, give effect to, and consummate the transactions contemplated herein and in the Official Statement, in each case excepting any authorization that cannot be obtained prior to or concurrently with the date of this Agreement; (c) This Agreement constitutes a legal, valid and binding obligation of the City enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors' rights and subject to judicial discretion; the other City Documents, when executed by the respective parties thereto, will constitute legal, valid and binding obligations of the City, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors' rights and subject to judicial discretion; the Bonds, when issued, delivered and paid for, in accordance with the Resolution and this Agreement, will constitute legal, valid and binding obligations of the City entitled to the benefits of the Resolution and enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors' rights and subject to judicial discretion; upon the issuance, authentication and delivery of the Bonds as aforesaid, the Resolution will provide, for the benefit of the holders, from time to time, of the Bonds, the legally valid and binding pledge of and lien it purports to create as set forth in the Resolution; (d) The City is lawfully empowered to pledge and grant a lien upon the Pledged Funds (as defined in the Resolution) and, subject to the conditions and limitations set forth in the Resolution, to covenant to budget and appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues (as defined in the Resolution) lawfully available in each Fiscal Year, amounts sufficient for the payment of the principal of, redemption premium, if any, and interest on the Bonds pursuant to the Resolution, as described in the Official Statement for the Bonds; (e) Except as expressly disclosed in the Preliminary Official Statement and the Official Statement, including any amendments or supplements thereto, the City is not in breach of or default in any material respect under any applicable constitutional provision, law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan 8 agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or to which the City is or any of its property or assets are otherwise subject, and no event has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute a default or event of default by the City under any of the foregoing; and when executed by the respective parties hereto and thereto, the City reasonably expects as of the date hereof that execution and delivery of the Bonds, the City Documents and the adoption of the Resolution and compliance with the provisions on the City's part contained therein, will not conflict with or constitute a breach of or default under any constitutional provision, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or to which the City is or to which any of its property or assets are otherwise subject nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the City to be pledged to secure the Bonds or under the terms of any such law, regulation or instrument, except as provided by the Bonds and the Resolution; (f) Except as expressly disclosed in the Preliminary Official Statement and the Official Statement, including any amendments or supplements thereto, the City has not in the prior five (5) years failed to comply in any material respect with any prior continuing disclosure obligation for any of its outstanding debt that was subject to the Rule at the time of issuance; (g) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the City of its obligations under the City Documents, and the Bonds have been duly obtained, except for such approvals, consents and orders that may not be obtained until after the date of this Agreement or as may be required under the Blue Sky or securities laws of any jurisdiction in connection with the offering and sale of the Bonds; (h) Except as expressly disclosed in the Preliminary Official Statement and the Official Statement, including any amendments or supplements thereto, there is no, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or, to the best knowledge of the City, threatened against the City, contesting the right of the members or officials of the City to hold and exercise their respective positions, the due organization and valid existence of the City, or affecting or seeking to prohibit, restrain, limit, or enjoin the sale, issuance or delivery of the Bonds or the pledge of the Pledged Funds or the financing of the Projects pursuant to the Resolution or in any way contesting or affecting the validity or enforceability of the Bonds, the City Documents, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, including any amendments or supplements thereto, or contesting the powers of the City or the financing of the Projects, the issuance of the Bonds, the adoption of the Resolution or the execution and delivery of the City Documents, nor, to the best knowledge of the City, is there any basis therefor, where in each such action, suit, proceeding, inquiry or investigation an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Bonds, the City Documents, or the excludability from gross income of interest on the Bonds for federal income tax purposes; 9 (i) The Preliminary Official Statement (other than the information concerning DTC or its book -entry system of registration, information provided by the Underwriters in the Section entitled "UNDERWRITING") does not as of its date contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for "permitted omissions" as described in the Rule; (j) At the time of the City's acceptance hereof and (unless the Official Statement is amended or supplemented pursuant to paragraph (c) of Section 4 of this Agreement) at all times subsequent thereto during the period up to and including the Closing Date, the Official Statement (other than the information concerning DTC or its book -entry system of registration, information provided by the Underwriters in the Section entitled "UNDERWRITING") will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (k) If the Official Statement is supplemented or amended pursuant to paragraph (c) of Section 4 of this Agreement, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto during the period up to and including the Closing Date, the Official Statement as so supplemented or amended (other than the information concerning DTC or its book -entry system of registration and information provided by the Underwriters in the Section entitled "UNDERWRITING") will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which made, not misleading; (1) The City will apply, or cause to be applied, the proceeds from the sale of the Bonds as described in the Official Statement, subject to all of the terms and provisions of the Resolution, and shall not knowingly take or omit to take any action that, under existing law, may adversely affect the exclusion from gross income for federal income tax purposes, or the exemption from any applicable state tax, of the interest on the Series 2024A Bonds; (m) The City will furnish such information and execute such instruments and take such action in cooperation with the Underwriters as the Representative may reasonably request: (i) to (A) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions in the United States as the Representative may designate, and (B) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions; and (ii) to continue such qualifications in effect so long as required for the distribution of the Bonds (provided, however, that the City will not be required to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any jurisdiction, or comply with any other requirements reasonably deemed by it to be unduly burdensome) and will advise the Representative promptly upon receipt by the City of any notification with respect to the suspension of the qualification of the Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; (n) The financial statements of the City for the Fiscal Year ended September 30, 2023 and other financial information regarding the City in the Preliminary Official Statement and the 10 Official Statement, including any amendments or supplements thereto, fairly present the financial position and results of the City as of the dates and for the periods therein set forth in accordance with generally accepted accounting principles as promulgated by the Governmental Accounting Standards Board consistently applied, and since the dates thereof, there has been no material adverse change in the financial position or results of operations of the City except as may be expressly disclosed in the Preliminary Official Statement or the Official Statement, including any amendments or supplements thereto; (o) Prior to the Closing, the City will not offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by any of the Pledged Revenues without the prior written approval of the Representative; (p) Any certificate, signed by any official of the City authorized to do so in connection with the transactions contemplated by this Agreement, shall be deemed a representation and warranty by the City to the Underwriters as to the statements made therein; (q) Except as expressly disclosed in the Official Statement, including any amendments or supplements thereto, the City has not been in default as to principal or interest with respect to an obligation issued or guaranteed by the City since December 31, 1975; (r) Subsequent to the respective dates as of which information is given in the Preliminary Official Statement and the Official Statement, including any amendments or supplements thereto, and prior to the Closing Date, except as expressly set forth in or contemplated by the Preliminary Official Statement and the Official Statement, including any amendments or supplements thereto, unless consented to in writing by the Underwriters, (i) the City has not incurred any material liabilities or obligations, direct or contingent, except in the ordinary course of business and as budgeted, and has not entered into and will not have entered into any material transaction not in the ordinary course of business and as budgeted, (ii) there has not been and will not have been any material adverse change in the business or financial position or results of operations of the City, (iii) no loss or damage (whether or not insured) to the property of the City has been or will have been sustained which materially and adversely affects the operations of the City, and (iv) no legal or governmental proceedings affecting the City or the transactions contemplated by this Agreement have been or will have been instituted or threatened which is material. 6. Closing. (a) At 10:00 a.m. Eastern Daylight Time, on May , 2024, or at such other time and date as shall have been mutually agreed upon by the City and the Representative (the "Closing" or the "Closing Date"), the City will, subject to the terms and conditions hereof, deliver the Bonds to the Underwriters as provided in (b) below, duly executed and authenticated, together with the other documents hereinafter mentioned, and the Underwriters will, subject to the terms and conditions hereof, accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 of this Agreement by a wire transfer payable in immediately available funds to the order of the City. Payment for the Bonds as aforesaid shall be made at the offices of City, or such other place as shall have been mutually agreed upon by the City and the Representative. 11 (b) Delivery of the Bonds shall be made to DTC, New York, New York through its FAST system of registration. The Bonds shall be delivered in definitive fully registered form, bearing CUSIP numbers, with one Bond for each maturity of the Bonds, registered in the name of Cede & Co., all as provided in the Resolution, and shall be made available to the Representative at least one (1) business day before the Closing for purposes of inspection. 7. Closing Conditions. The Underwriters have entered into this Agreement in reliance upon the representations, warranties and agreements of the City contained herein, and in reliance upon the representations, warranties and agreements to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the City of its obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriters' obligations under this Agreement to purchase, to accept delivery of and to pay for the Bonds shall be conditioned upon the performance by the City of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following additional conditions, including the delivery by the City of such documents as are enumerated herein, in form and substance reasonably satisfactory to the Representative: (a) The representations and warranties of the City contained herein shall be true, complete and correct on the date hereof and on and as of the date of the Closing, as if made on the Closing Date; (b) The City shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing; (c) At the time of the Closing, (i) the City Documents and the Bonds shall be in full force and effect in the form heretofore approved by the Representative and shall not have been amended, modified or supplemented, and the Official Statement shall not have been supplemented or amended, except in any such case as may have been agreed to by the Representative; (ii) all actions of the City required to be taken by the City shall be performed in order for Bond Counsel and other counsel to deliver their respective opinions referred to hereafter; (d) At or prior to the Closing, the Resolution shall have been duly adopted and in full force and effect by the City and the City shall have duly executed and delivered the Bonds to the Registrar, and the Registrar shall have duly authenticated the Bonds; (e) The City shall not have failed to pay principal or interest when due on any of its outstanding obligations for borrowed money; (f) All instruments and other documents to be executed, and all other legal matters in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in legal form and effect to the Representative; and (g) At or prior to the Closing, the Underwriters shall have received copies of each of the following documents: (1) The Official Statement, and each supplement or amendment thereto, if any, executed on behalf of the City by its City Manager, Chief Financial Officer, and the Finance Director, or such other official as may have been authorized by the Resolution and 12 agreed to by the Representative, and the reports and audits referred to or appearing in the Official Statement; (2) The Resolution; (3) Fully executed counterparts of the City Documents; (4) A final approving opinion of Butler Snow LLP ("Bond Counsel"), with respect to the Bonds, dated the Closing Date, in substantially the form attached to the Official Statement as Appendix D; (5) A letter of Bond Counsel, addressed to the Underwriters and dated the Closing Date, to the effect that their final approving opinion referred to in Section 7(g)(4) hereof may be relied upon by the Underwriters to the same extent as if such opinion were addressed to the Underwriters; (6) A supplemental opinion of Bond Counsel, addressed to the Underwriters, dated the Closing Date, substantially to the effect that: (i) the statements contained in the Preliminary Official Statement and the Official Statement under the sections "INTRODUCTION" (paragraphs three through seven thereof), "DESCRIPTION OF THE SERIES 2024 BONDS" (except for "Book -Entry Only System") and "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2024 BONDS" are accurate and insofar as such statements purport to summarize certain provisions of the Resolution and the Bonds, such statements are accurate summaries of the provisions purported to be summarized, and the information contained in the Official Statement under the section captioned "TAX MATTERS" is accurate; and (ii) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Resolution is exempt from qualification under the Trust Indenture Act of 1939, as amended; (7) An opinion of Akerman LLP, as Disclosure Counsel, dated the Closing Date and addressed to the City, in substantially the form attached hereto as Exhibit B, together with a reliance letter thereon addressed to the Underwriters; (8) An opinion of the City Attorney or other counsel to the City, addressed to the City, Bond Counsel, Disclosure Counsel and the Underwriters and dated the Closing Date, in substantially the form attached hereto as Exhibit C; (9) A certificate, dated the Closing Date, signed by the City Manager, the Chief Financial Officer, the Finance Director of the City, or such other officials as authorized by the Resolution and satisfactory to the Underwriters, and in form and substance satisfactory to the Underwriters, to the effect that the information contained in the Preliminary Official Statement and the Official Statement, including any amendments or supplements thereto (other than the information concerning DTC or its book -entry system of registration and information provided by the Underwriters in the Section entitled "UNDERWRITING") do 13 not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which made, not misleading, and the representations and warranties of the City contained herein are true and correct in all material respects on and as of the Closing Date as if made on the Closing Date; (10) A certificate of the City in form and substance satisfactory to Bond Counsel and counsel to the Underwriters (i) setting forth the facts, estimates and circumstances in existence on the Closing Date, which establish that the proceeds of the Series 2024A Bonds will not be used in a manner that would cause the Series 2024A Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable regulations (whether final, temporary or proposed), issued pursuant to the Code, and (ii) certifying that there are no other facts, estimates or circumstances that would materially change the conclusions, representations and expectations contained in such certificate; (11) A certificate of an authorized representative of the Bank to the effect that (i) the Bank is a national banking association duly organized, validly existing and in good standing under the law of the United States of America and is duly authorized to exercise trust powers in the State of Florida, (ii) the Bank has all requisite authority, power, licenses, permits and franchises, and has full corporate power and legal authority to execute and perform its functions under the Resolution and the Paying Agent Agreement, (iii) the performance by the Bank of its functions under the Resolution and the Paying Agent Agreement will not result in any violation of the Articles of Association or Bylaws of the Bank, any court order to which the Bank is subject or any agreement, indenture or other obligation or instrument to which the Bank is a party or by which the Bank is bound, and no approval or other action by any governmental authority or agency having supervisory authority over the Bank is required to be obtained by the Bank in order to perform its functions under the Resolution and the Paying Agent Agreement, (iv) the Paying Agent Agreement constitutes a valid and binding obligation of the Bank in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity and (v) to the best of such authorized representative's knowledge, there is no action, suit, proceeding or investigation at law or in equity before any court, public board or body pending or, to his or her knowledge, threatened against or affecting the Bank wherein an unfavorable decision, ruling or finding on an issue raised by any party thereto is likely to materially and adversely affect the ability of the Bank to perform its obligations under the Resolution and the Paying Agent Agreement; (12) A letter of McGuireWoods LLP, counsel to the Underwriters dated the Closing Date, in substantially the form attached hereto as Exhibit D; (13) A copy of the signed letter of representations from the City to DTC; (14) A certificate of the City Manager, the Chief Financial Officer, or the Finance Director of the City deeming the Preliminary Official Statement and any supplement or amendment thereto "final" as of its date for the purposes of the Rule; 14 (15) A letter of Moody's Investor's Service that the Bonds have an underlying rating of " ," and a letter of S&P Global Ratings, a division of Standard & Poor's Financial Services LLC that the Bonds have an underlying rating of " " and that all such ratings are in effect as of the Closing Date; and (16) Such additional legal opinions, certificates, instruments and other documents as the Representative or counsel to the Underwriters, the City, Bond Counsel, Disclosure Counsel, or the City's Financial Advisor may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the City's representations and warranties contained herein and of the statements and information contained in the Preliminary Official Statement and the Official Statement, including any amendments or supplements thereto, and the due performance or satisfaction by the City on or prior to the Closing Date of all the respective agreements then to be performed and conditions then to be satisfied by the City. If the City shall be unable to satisfy the conditions to the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Bonds contained in this Agreement, or if the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Bonds shall not be satisfied or shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and neither the Underwriters, nor the City shall be under any further obligation hereunder, except that the respective obligations of the City and the Underwriters set forth in 8 hereof shall continue in full force and effect. 8. Termination. The Underwriters shall have the right to cancel their obligation to purchase the Bonds if, between the date of this Agreement and the Closing by written notice to the City if, in the sole and reasonable judgment of the Representative, any of the following events shall occur on or after the date of this Agreement: (a) the market price or marketability of the Bonds, or the ability of the Underwriters to enforce contracts for the sale of the Bonds, shall be materially adversely affected by any of the following events: (i) legislation shall have been enacted by the Congress of the United States or the legislature of the State or shall have been favorably reported out of committee of either body or be pending in committee of either body, or shall have been recommended to the Congress for passage by the President of the United States or a member of the President's Cabinet, or a decision shall have been rendered by a court of the United States or the State or the Tax Court of the United States, or a ruling, resolution, regulation or temporary regulation, release or announcement shall have been made or shall have been proposed to be made by the Treasury Department of the United States or the Internal Revenue Service, or other federal or state authority with appropriate jurisdiction, with respect to federal or state taxation upon interest received on obligations of the general character of the Series 2024A Bonds; or (ii) there shall have occurred (1) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war, (2) any other calamity or crisis (including pandemics) in the financial markets of the United States or elsewhere, (3) 15 the sovereign debt rating of the United States is downgraded by any major credit rating agency or a payment default occurs on United States Treasury obligations, or (4) a default with respect to the debt obligations of, or the institution of proceedings under any federal bankruptcy laws by or against, the State of Florida or the City; or (iii) a general suspension of trading on the New York Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on any such exchange, whether by virtue of determination by that exchange or by order of the Securities and Exchange Commission ("SEC") or any other governmental authority having jurisdiction; or (iv) legislation shall have been enacted by the Congress of the United States or shall have been favorably reported out of committee or be pending in committee, or shall have been recommended to the Congress for passage by the President of the United States or a member of the President' s Cabinet, or a decision by a court of the United States shall be rendered, or a ruling, regulation, proposed regulation or statement by or on behalf of the SEC or other governmental agency having jurisdiction of the subject matter shall be made, to the effect that any obligations of the general character of the Bonds, the Resolution or the City Documents, or any comparable securities of the City, are not exempt from the registration, qualification or other requirements of the Securities Act or the Trust Indenture Act or otherwise, or would be in violation of any provision of the federal securities laws; or (v) except as disclosed in or contemplated by the Official Statement, as amended or supplemented, any material adverse change in the financial affairs of the City shall have occurred, which in the reasonable judgment of the Representative, materially and adversely affects the market price or the marketability of the Bonds or the ability of the Underwriters to enforce contracts for the purchase of the Bonds; or (vi) there shall have occurred, or any official statement shall have been given of any suspension, withdrawal, downgrading, or published negative credit watch or similar published information from a rating agency that at the date of this Agreement has published a rating (or has been asked to furnish a rating on the Bonds) on any of the City' s debt obligations that are secured by a pledge or application of the Pledged Revenues or the Non - Ad Valorem Revenues, which action reflects a negative change or possible negative change, in the ratings accorded any such obligations of the City (including any rating to be accorded the Bonds); or (b) any event or circumstance shall exist that either makes untrue or incorrect any statement of a material fact or information in the Official Statement (other than any statement provided by the Underwriters in the section entitled, "UNDERWRITING") or is not reflected in the Official Statement but should be reflected therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and, in either such event, the City refuses to permit the Official Statement to be supplemented to supply such statement or information, or the effect of the Official Statement as so supplemented is to materially 16 adversely affect the market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds; or (c) a general banking moratorium shall have been declared by federal or State authorities having jurisdiction and be in force; or (d) a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred; or (e) any new restriction on transactions in securities materially affecting the market for securities (including the imposition of any limitation on interest rates) or the extension of credit by, or a charge to the net capital requirements of, underwriters shall have been established by the New York Stock Exchange, the SEC, any other federal or State agency or the Congress of the United States, or by Executive Order; or (f) a decision by a court of the United States shall be rendered, or a stop order, release, regulation or no -action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made, to the effect that the issuance, offering or sale of the Bonds, including the underlying obligations as contemplated by this Agreement or by the Official Statement, as amended or supplemented, or any document relating to the issuance, offering or sale of the Bonds, is or would be in violation of any provision of the federal securities laws at the Closing Date, including the Securities Act, the Exchange Act and the Trust Indenture Act; or (g) any state Blue Sky or securities commission or other governmental agency or body shall have withheld registration, exemption or clearance of the offering of the Bonds where 10% or more of the Bonds have been sold, as described herein, or issued a stop order or similar ruling relating thereto; or (h) the purchase of and payment for the Bonds by the Underwriters, or the resale of the Bonds by the Underwriters, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or commission, other than with respect to state Blue Sky laws. Upon the occurrence of a Termination Event and the termination of this Agreement by the Underwriters, all obligations of the City and the Underwriters under this Agreement shall terminate, without further liability, except that the City and the Underwriters shall pay their respective expenses as set forth in Section 9 below. 9. Expenses. (a) The Underwriters shall be under no obligation to pay, and the City shall pay all expenses incident to the performance of the City' s obligations hereunder, including, but not limited to (i) the cost of preparation and printing of the Bonds, the Preliminary Official Statement and the Official Statement, including any amendments or supplements thereto, (ii) the fees and disbursements of Bond Counsel, City Attorney, and Disclosure Counsel, if any; (iii) the fees and disbursements of PFM Financial Advisors LLC (the "Financial Advisor"); (iv) the fees and disbursements of any Registrar, Paying Agent or engineers, accountants, and other experts, 17 consultants or advisers retained by the City, if any; (v) all fees, and expenses in connection with obtaining bond ratings; and (vi) any expenses (included in the expense component of the Underwriters' discount) incurred by the Underwriters on behalf of the City' s employees and representatives for: (a) normal travel costs, including reasonable transportation and lodging; and (b) ordinary and reasonable meals hosted by the Underwriters that are, in both cases, directly related to the offering contemplated by this Agreement. (b) Except as provided for above, the Underwriters shall pay (i) the cost of preparation and printing of this Agreement, or any Blue Sky Surveys; (ii) all advertising expenses in connection with the public offering of the Bonds; and (iii) all other expenses incurred by them in connection with the public offering of the Bonds, including the fees and disbursements of counsel retained by the Underwriters. In the event that either party shall have paid obligations of the other as set forth in this Section 9, adjustment shall be made at the time of the Closing. 10. Notices. Any notice or other communication to be given to the City under this Agreement may be given by delivering the same in writing to City of Miami, Florida, 444 S.W. 2nd Avenue, Miami, Florida 33130, to the attention of the Finance Director of the City, and any notice or other communication to be given to the Underwriters under this Agreement may be given by delivering the same in writing to Siebert Williams Shank & Co., LLC, 150 W. Jefferson St., Suite 1350, Detroit, MI 48226, Attention: Mr. Sean Werdlow. 11. Parties in Interest. This Agreement may not be assigned by the City or the Underwriters unless the City has provided prior written consent and only if legally permitted by the City' s procurement rules. This Agreement as heretofore specified shall constitute the entire agreement between us and is made solely for the benefit of the City and the Underwriters (including successors or assigns of the Underwriters, if any, as if prior written consent has been provided in writing by the City and if legally permitted by the City's procurement rules) and no other person shall acquire or have any right hereunder or by virtue hereof. All of the City' s and Underwriters' representations, warranties and agreements contained in this Agreement shall remain operative and in full force and effect, regardless of (i) delivery of and payment for the Bonds pursuant to this Agreement; and (ii) any termination of this Agreement. 12. Effectiveness. This Agreement shall become effective upon the acceptance hereof by the City and shall be valid and enforceable at the time of such acceptance. 13. Choice of Law. This Agreement shall be governed by and construed in accordance with the law of the State of Florida and venue shall be in Miami -Dade County, Florida. 14. Severability. If any provision of this Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any Constitution, statute, rule of public policy, or any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions of this Agreement invalid, inoperative or unenforceable to any extent whatever. 18 15. Business Day. For purposes of this Agreement, "business day" means any day on which the New York Stock Exchange is open for trading. 16. Section Headings. Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provisions of this Agreement. 17. Counterparts. This Agreement may be executed in several counterparts each of which shall be regarded as an original (with the same effect as if the signatures thereto and hereto were upon the same document) and all of which shall constitute one and the same document. [Signature page to this Agreement immediately follows this page] 19 If you agree with the foregoing, please sign the Agreement and return it to the Underwriters. This Agreement shall become a binding agreement between you and the Underwriters when at least the counterpart of this letter shall have been signed by or on behalf of each of the parties hereto. Respectfully submitted, SIEBERT WILLIAMS SHANK & CO., LLC, as Representative of the Underwriters By: Name: Title: S-1 ACCEPTED at (SEAL) ACCEPTANCE a.m. / p.m. Eastern Daylight Time this day of May, 2024. CITY OF NIIANII, FLORIDA By: Art Noriega V, City Manager By: Larry M. Spring, Jr., Chief Financial Officer By: Erica T. Paschal -Darling, Finance Director ATTEST: APPROVED as to Insurance Requirements: By: By: Todd B. Hannon, City Clerk Ann -Marie Sharpe, Risk Management Director APPROVED as to Legal Form and Correctness: By: Victoria Mendez, Esq., City Attorney Signature Page — Bond Purchase Agreement S-2 SCHEDULE I CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BONDS (MIAMI FOREVER INFRASTRUCTURE PROGRAMS) TAX-EXEMPT SERIES 2024A MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, AND PRICES Maturity Principal January 1) Amount Interest Rate Yield* Price * Yield calculated to first optional redemption date of January 1, 20 . Optional Redemption The Bonds maturing on and after January 1, 20, are subject to redemption at the option of the City on or after January 1, 20, in whole or in part at any time, in such manner as will be determined by the Bond Registrar, at a redemption price equal to the principal amount thereof, plus accrued interest to the date fixed for redemption without premium. Mandatory Redemption The Bonds maturing on January 1, 20 are subject to mandatory sinking fund redemption in part prior to maturity by lot through the application of Sinking Fund Requirements, at a Schedule I-1 redemption price equal to 100% of the principal amount thereof, plus accrued interest to the redemption date, on January 1 in the following amounts and in the year specified as follows: Year * *Maturity Principal Amount The Bonds maturing on January 1, 20 are subject to mandatory sinking fund redemption in part prior to maturity by lot through the application of Sinking Fund Requirements, at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to the redemption date, on January 1 in the following amounts and in the year specified as follows: Year * Principal Amount *Maturity No Reserve Account Requirement for the Bonds There will be no Debt Service Reserve Account established for the Bonds. Schedule I-2 CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BONDS (MIAMI FOREVER INFRASTRUCTURE PROGRAMS) TAXABLE SERIES 2024B MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, AND PRICES Maturity Principal (January 1) Amount Interest Rate Yield* Price * Yield calculated to first optional redemption date of January 1, 20 . Schedule I-3 Certification of the Pricing Provisions and Other Determinations I, Art Noriega V, City Manager of the City of Miami, Florida do hereby certify that the pricing provisions and other determinations contained in the Bond Purchase Agreement and in this Schedule I have been approved in accordance with and in satisfaction of the provisions of the Resolution. CITY OF MIAMI, FLORIDA a municipal corporation of the State of Florida By: Art Noriega V, City Manager Signature Page — Schedule I Schedule I-4 SCHEDULE II DISCLOSURE STATEMENT AND TRUTH -IN -BONDING STATEMENT Mayor and City Commission of the City of Miami, Florida Miami, Florida Re: $ City of Miami, Florida Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs) Tax -Exempt Series 2024A , 2024 $ City of Miami, Florida Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs) Taxable Series 2024B Dear Mayor and Commission Members: In connection with the proposed issuance by the City of Miami, Florida (the "City") of $ in aggregate principal amount of its Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs) Tax -Exempt Series 2024A (the "Series 2024A Bonds") and the City's $ Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Taxable Series 2024B (the "Series 2024B Bonds" and, together with the Series 2024A Bonds, the "Bonds"), Siebert Williams Shank & Co., LLC, on behalf of itself, Blaylock Van, LLC, Estrada Hinojosa & Company, Inc., and Jefferies LLC (collectively, the "Underwriters") is underwriting a public offering of the Bonds. The purpose of the following six paragraphs of this letter is to furnish, pursuant to the provisions of Section 218.385(6), Florida Statutes, as amended, certain information in respect of the arrangements contemplated for the purchase and sale of the Bonds, as follows: (a) The nature and estimated amount of expenses to be incurred by the Underwriters in connection with the purchase and re -offering of the Bonds are set forth in Attachment 1 attached hereto. (b) There are no "finders," as defined in Section 218.386, Florida Statutes, as amended, connected with the sale and purchase of the Bonds. (c) The underwriting spread, the difference between the price at which the Bonds will be initially offered by the Underwriters and the price to be paid to the City will be $ per $1,000 of Bonds issued. Schedule II-1 (d) As part of the estimated underwriting spread set forth in paragraph (c) above, the Underwriters will charge a management fee of $r 1 per $1,000 of Bonds issued. (e) No other fee, bonus or other compensation is estimated to be paid by the Underwriters in connection with the issuance of the Bonds to any person not regularly employed or retained by the Underwriters (including any "finder" as defined in Section 218.386(1)(a), Florida Statutes), except as specifically enumerated as expenses to be incurred by the Underwriters, as set forth in paragraph (a) above. The fees and expenses of McGuireWoods LLP, Underwriters' counsel, and all other expenses are being paid by the Underwriters. (f) The names and addresses of the Underwriters are: Siebert Williams Shank & Co., LLC 150 W. Jefferson St., Suite 1350 Detroit, MI 48226 Blaylock Van, LLC Estrada Hinojosa & Company, Inc. Jefferies LLC The purpose of the following paragraphs is to furnish, pursuant to the provisions of Sections 218.385(2) and (3), Florida Statutes, as amended, the truth -in -bonding statement required thereby, as follows: (a) The City is proposing to issue $ of the Bonds for the purpose of providing funds, to (i) pay or reimburse the City for funds advanced by the City for costs of certain infrastructure capital projects identified in the Resolution and (ii) pay the costs of issuance of the Bonds. The Bonds are expected to be repaid over a period of approximately years and months. At a true interest cost of approximately %, total interest paid over the life of the Bonds will be $ (b) The source of repayment or security of the Bonds is the Pledged Funds, consisting of all moneys, securities and instruments held in the funds and accounts created and established under the Resolution for the Bonds, including, solely to the extent provided in the Resolution for the Bonds, the Non -Ad Valorem Revenues budgeted and appropriated by the City in its annual budget and deposited into the Bond Fund, as described in the Official Statement for the Bonds. Authorizing this debt will result in an average of $ (average annual debt service) for the Bonds of such Pledged Funds not being available to finance other services of the City each year for approximately years and months. Schedule II-2 [Signature Page Follows] Schedule II-3 The foregoing is provided for information purposes only and shall not affect or control the actual terms and conditions of the Bonds. Very truly yours, SIEBERT WILLIAMS SHANK & CO., LLC, as Representative of the Underwriters By: Name: Title: Signature Page — Schedule 11 Schedule II-4 ATTACHMENT 1 Underwriters' Estimated Expenses Schedule II-5 EXHIBIT A FORM OF ISSUE PRICE CERTIFICATE ISSUE PRICE CERTIFICATE CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BONDS (MIAMI FOREVER INFRASTRUCTURE PROGRAMS), TAX-EXEMPT SERIES 2024A The undersigned, Siebert Williams Shank & Co., LLC (the "Representative"), acting on behalf of itself, Blaylock Van, LLC, Estrada Hinojosa & Company, Inc., and Jefferies LLC (collectively, the "Underwriting Group"), hereby certifies as set forth below with respect to the sale and issuance by the Louisiana Housing Corporation (the "Issuer") of the above -captioned bonds (the "Series 2024A Bonds"). The undersigned is duly authorized to execute this certificate on behalf of the Underwriting Group. 1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity of the Series 2024A Bonds was sold to the public is the respective price listed in Schedule A. 2. Hold -the -Offering -Price Maturities (a) The Underwriting Group offered the Hold -the -Offering -Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the "Initial Offering Prices") on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Series 2024A Bonds is attached to this certificate as Schedule B. (b) As set forth in the Bond Purchase Agreement dated , 2024, between the Representative and the Issuer, the Representative, on behalf of the Underwriting Group, has agreed in writing that, (i) the Representative would retain the unsold Series 2024A Bonds of each Maturity of the Series 2024A Bonds and not allocate any such Series 2024A Bonds to any other Underwriter, (ii) for each Maturity of the Series 2024A Bonds, the Underwriting Group would neither offer nor sell any unsold Series 2024A Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold -the -offering -price rule"), and (iii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker -dealer who is a party to the retail distribution agreement, to comply with the hold -the -offering -price rule. 3. The Underwriting Group has (a) determined the aggregate reoffering price of the Series 2024A Bonds to be $ representing the sum of the aggregate principal amount 1 #186930437v12< - Miami Forever Bonds 2024 - Bond Purchase Agreement of the Series 2024A Bonds; (b) using a methodology acceptable to Bond Counsel, calculated the yield on the Series 2024A Bonds for arbitrage purposes to be %; and (c) using a methodology acceptable to Bond Counsel, calculated the weighted average maturity of the Series 2024A Bonds to be years. 4. No Series 2024A Bonds were sold in exchange for property or rights to use any other types of property. 5. Defined Terms. (a) General Rule Maturities means those Maturities of the Series 2024A Bonds listed in Schedule A. (b) Issuer means the City of Miami, Florida. (c) Maturity means Series 2024A Bonds with the same credit and payment terms. Series 2024A Bonds with different maturity dates, or Series 2024A Bonds with the same maturity date but different stated interest rates, are treated as separate maturities. (d) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (e) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Series 2024A Bonds. The Sale Date of the Series 2024A Bonds is , 2024. (f) Tax Certificate means the No Arbitrage and Tax Certificate for the Series 2024A Bonds to which this certificate is attached. (g) Underwriter means, collectively, (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Series 2024A Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Series 2024A Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Series 2024A Bonds to the Public). The Issuer may rely on the statements made herein in connection with its efforts to comply with the conditions imposed by the Internal Revenue Code of 1986, as amended (the "Code"). Butler Snow LLP, Bond Counsel, may also rely on this certificate for purposes of its opinion regarding the treatment of interest on the Series 2024A Bonds as excludable from gross income for federal income tax purposes. However, notwithstanding the foregoing, we remind you that the Representative is not an accountant or actuary, nor is the Representative engaged in the practice of law. Accordingly, while the Representative believes the calculations described above to be correct, it does not warrant their validity for purposes of Sections 103 and 141 through 150 of the Code or make any representation as to the legal sufficiency of the factual matters set forth herein. 2 #186930437v12< - Miami Forever Bonds 2024 - Bond Purchase Agreement Except as expressly set forth above, the certifications set forth herein may not be relied upon or used by any third party or for any other purpose. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] Dated: , 2024 SIEBERT WILLIAMS SHANK & CO., LLC, on behalf of itself and on behalf of, Blaylock Van, LLC, Estrada Hinojosa & Company, Inc., and Jefferies LLC, as Underwriters By: [Name, Title] 3 #186930437v12< - Miami Forever Bonds 2024 - Bond Purchase Agreement SCHEDULE A TO ISSUE PRICE CERTIFICATE SALE PRICES OF THE BONDS AND INITIAL OFFERING PRICES OF THE HOLD -THE -OFFERING -PRICE MATURITIES $ CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BONDS (MIAMI FOREVER INFRASTRUCTURE PROGRAMS), TAX-EXEMPT SERIES 2024A [HOLD -THE -OFFERING -PRICE MATURITIES] A-1 SCHEDULE B TO ISSUE PRICE CERTIFICATE PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached) A-2 EXHIBIT B Form of Disclosure Counsel Opinion aker man (Closing Date) City of Miami, Florida 444 S.W. 2nd Avenue Miami, Florida 33130 Akerman LLP 50 North Laura Street Suite 3100 Jacksonville, FL 32202-3646 Re: City of Miami, Florida Limited Ad Valorem Tax Bonds $[ ] (Miami Forever Infrastructure Programs) Tax -Exempt Series 2024A, and $[ ] (Miami Forever Infrastructure Programs) Taxable Series 2024B (collectively, the "Series 2024 Bonds") Ladies and Gentlemen: We have served as disclosure counsel to the City of Miami, Florida (the "City") in connection with the issuance by the City, on the date hereof, of the Series 2024 Bonds. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Bond Purchase Agreement dated [ ], 2024 relating to the Series 2024 Bonds. In connection with this opinion letter, we have considered such matters of law and of fact, and have relied upon such certificates and other information furnished to us, as we have deemed appropriate as a basis for our opinion as set forth below. We are not expressing any opinion or views herein on the authorization, issuance, delivery or validity of the Series 2024 Bonds or the exclusion from gross income, for federal income tax purposes, of interest on the Series 2024 Bonds, and we have assumed, but not independently verified, the genuineness of the signatures on all documents and certificates that we have examined, the authenticity of documents submitted as originals, the conformity to originals of documents submitted as copies and the legal capacity of all individuals or entities executing documents or certificates relied on by us. The purpose of our professional engagement was not to establish or confirm factual matters set forth in the Official Statement dated [ ], 2024 prepared in connection with the offering of the Series 2024 Bonds (the "Official Statement"). We have not undertaken any obligation to verify independently any of the factual matters set forth in the Official Statement and we are not passing on and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Official Statement (including any appendices, schedules and exhibits akerman.com B-1 thereto). Moreover, many of the determinations required to be made in the preparation of the Official Statement involve matters of a non -legal nature. In the course of our participation in the preparation of the Official Statement, however, we had discussions with representatives of the City, representatives of the underwriter and others in which the contents of the Official Statement and related matters were discussed. We confirm to you that, on the basis of the information we gained in the course of performing the services referred to herein, nothing has come to our attention which would lead us to believe that the Official Statement (apart from the information relating to DTC and DTC's book -entry system, and the financial, accounting and statistical data, as to which we do not express any belief) as of its date or as of the date hereof contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary, in our judgment, in order to make the statements therein, in light of the circumstances under which they were made, not misleading. This opinion letter may be relied upon by you only and only in connection with the transaction to which reference is made above and may not be used or relied upon by any other person for any purposes whatsoever without our prior written consent. Respectfully submitted, AKERMAN LLP B-2 EXHIBIT C Form of Opinion of Counsel to the City [City Letterhead] [Closing Date] The Honorable Mayor and City Commissioners of the City of Miami, Florida Butler Snow LLP Jacksonville, Florida Siebert Williams Shank & Co., LLC, as the Representative Detroit, Michigan Re: City of Miami, Florida Limited Ad Valorem Tax Bonds $[ ] (Miami Forever Infrastructure Programs) Tax -Exempt Series 2024A, and $[ ] (Miami Forever Infrastructure Programs) Taxable Series 2024B (collectively, the "Series 2024 Bonds") Ladies and Gentlemen: I am the City Attorney for the City of Miami, Florida (the "City") and have served in such capacity since April, 2024. My Office and I have served as counsel to the City and we are furnishing this opinion of Counsel to the City in connection with the issuance by the City of its aggregate principal amount of $[PAR AMOUNT A] Limited Ad Valorem Tax Bonds, (Miami Forever Infrastructure Programs) Tax -Exempt Series 2024A, and $[PAR AMOUNT B] Limited Ad Valorem Tax Bonds, (Miami Forever Infrastructure Programs) Taxable Series 2024B (collectively, the "Series 2024 Bonds"). The Series 2024 Bonds are being issued by the City pursuant to and under the authority of the Constitution of the State of Florida (the "State"); Chapter 166, Part II, Florida Statutes, as amended; the Charter of the City, as amended (the "Charter"); the Code of the City, as amended (the "City Code"), and applicable City resolutions, including Resolution No. R-24-xxxx, adopted by the City Commission of the City (the "City Commission") on May 9, 2024 (the "Resolution"), and the December 16, 2019 final judgment rendered by the Circuit Court for the Eleventh Judicial Circuit, in and for Miami -Dade County, Florida, validating the Miami Forever Limited Ad Valorem Tax Bonds. The City is (a) issuing the Series 2024A Bonds for the purpose of (i) paying a portion of the costs of the Infrastructure Projects as defined and identified in the Resolution, (ii) funding capitalized interest on the Series 2024A Bonds, and (iii) paying certain costs of issuance of the Series 2024A Bonds; (b) issuing the Series 2024B Bonds for the purpose of (i) paying a portion of the costs of the Infrastructure Projects, as defined and identified in the Resolution and (ii) paying certain costs of issuance of the Series 2024B Bonds. (b) the executing and delivering by the City of a Bond Purchase Agreement, dated , 2024 (the "Bond Purchase Agreement") with Siebert Williams Shank & Co., LLC, as the representative (the "Representative") acting on its own behalf and on behalf of Estrada Hinojosa C-1 & Company, Inc., Jeffries LLC, and Blaylock Van, LLC (collectively, the "Underwriters"), (c) a Registrar and Paying Agency Agreement, by and between the City and the Bank of New York Mellon Trust Company, National Association, for registrations and payments in connection with the Series 2024 Bonds ("Paying Agent Agreement"), (d) a Continuing Disclosure Agreement, by and between the City and Digital Assurance Certification, LLC, relating to the Series 2024 Bonds (the "Continuing Disclosure Agreement"), (e) a Preliminary Official Statement of the City dated , 2024 (the "Preliminary Official Statement"), (f) a final Official Statement of the City dated , 2024 (the "Official Statement"). All terms used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in the Resolution or the Bond Purchase Agreement. In connection with this opinion, the Office of the City Attorney has examined such documents, instruments, proceedings and public records of the City and made such inquiry of officials of the City as deemed necessary to render the requested opinion. In such examination, we have assumed the genuineness of all signatures on all documents (other than those of City officials), the authenticity of all documents submitted to us as originals, and the legal capacity of all natural persons executing documents, resolutions, certifications, reports and other items related to the issuance of the Series 2024 Bonds and the financing of the Projects. Based on such participation, examination and matters of law as the Office of the City Attorney has determined relevant for the purposes of rendering this opinion, in reliance upon the advice and Opinions of Bond Counsel regarding federal and State tax matters, Disclosure Counsel regarding federal and State securities laws, and in reliance upon the certificates of the Representative, the Paying Agent's representatives, the Financial Advisor to the City, the Tax Certificate, the Continuing Disclosure Agreement, and other certifications by City officials, and subject to the reservations set forth herein, I am of the opinion that: 1. The City is a municipal corporation, duly created and validly existing under the Constitution and laws of the State and has full legal right, power and authority to adopt, authorize, execute, deliver and perform its obligations under the Series 2024 Bonds, the Bond Purchase Agreement, the Paying Agent Agreement, the Preliminary Official Statement, the Official Statement, and the Continuing Disclosure Agreement. 2. The City has duly adopted the Resolution and the City has duly authorized, executed and delivered the Series 2024 Bonds, the Bond Purchase Agreement, the Paying Agent Agreement, the Preliminary Official Statement, the Official Statement, and the Continuing Disclosure Agreement. The Series 2024 Bonds, the Bond Purchase Agreement, the Paying Agent Agreement, the Continuing Disclosure Agreement, and the Resolution each constitute legal, binding and valid obligations of the City, enforceable in accordance with their respective terms; provided, however, that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity. 3. To the best of my knowledge, the adoption of the Resolution, and the authorization, execution and delivery of the Series 2024 Bonds, the Bond Purchase Agreement, the Registrar and Paying Agent Agreement, the Preliminary Official Statement, the Official Statement, and the Continuing Disclosure Agreement, and compliance with the provisions thereof, will not conflict C-2 with, or constitute a breach of or default under, any law, administrative regulation, consent decree, ordinance, resolution, or any other agreement or other instrument as the case may be, to which the City was or is subject in connection with the Series 2024 Bonds and the Projects, nor will such enactment, adoption, execution, delivery, authorization, or compliance result in the creation or imposition of any lien, charge of other security interest, or encumbrance of any nature whatsoever upon any of the property or assets of the City pledged to the repayment of the Series 2024 Bonds, or under the terms of any law, administrative regulation, ordinance, resolution or instrument to which the Series 2024 Bonds are subject, except as expressly provided by the Resolution. 4. To the best of my knowledge, all approvals, consents, authorizations and orders of any governmental authority or agency having jurisdiction in any matter which would constitute a condition precedent to the respective performances by the City of its obligations under the Resolution, the Series 2024 Bonds, the Bond Purchase Agreement, the Registrar and Paying Agent Agreement, the Preliminary Official Statement, the Official Statement, and the Continuing Disclosure Agreement have been obtained and are in full force and effect, and the City has complied with all conditions precedent to the issuance of the Series 2024 Bonds in resolutions and the Resolution of the City. 5. The City is lawfully empowered to pledge the Pledged Funds for payment of the principal of and interest on the Series 2024 Bonds in the manner and to the extent provided in the Resolution and the Bond Purchase Agreement. 6. To the best of my knowledge, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or threatened against the City officials involved with the sale and issuance of the Series 2024 Bonds, affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Series 2024 Bonds, the pledge of the Pledged Funds, or contesting or affecting as to the City, the validity or enforceability in any respect of the Series 2024 Bonds, the Bond Purchase Agreement, the Registrar and Paying Agent Agreement, the Preliminary Official Statement, the Official Statement, the Continuing Disclosure Agreement, and the Resolution, or contesting the powers of the City and the City Commission, or any authority for the issuance of the Series 2024 Bonds, the financing of the Infrastructure Projects, the power to pledge the Pledged Funds, the adoption of the Resolution, and the execution of the Bond Purchase Agreement, the Registrar and Paying Agent Agreement, the Preliminary Official Statement, the Official Statement, the Continuing Disclosure Agreement, or any other matter which may result in any material adverse change in the business, properties, assets or financial condition of the City, when taken as a whole, that would affect the City' s ability to make payments under the Series 2024 Bonds and to finance the Projects. 7. Based on the examination which I have caused to be made and the participation of the City Attorney' s Office at conferences at which the contents of the Preliminary Official Statement and the Official Statement were discussed, I have no reason to believe that the Preliminary Official Statement as of its date and the Official Statement as of its date and as of the date hereof (other than the information concerning DTC or its book -entry system of registration and information provided by the Underwriters in the section entitled "UNDERWRITING") contain any untrue statements of a material fact or omit to state any material fact required to be C-3 stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. I am an attorney qualified to practice law only in the State of Florida and express no opinion as to the laws of any other state (including any laws which may be applicable by virtue of the application of the choice of law provisions under State law). No opinion is expressed herein as to compliance with State or federal tax or securities laws. The foregoing opinions are subject to the effect of, and restrictions and limitations imposed by or resulting from bankruptcy, insolvency, debt adjustment, moratorium, reorganization or other similar laws affecting creditors' rights and judicial discretion and the valid exercise of the sovereign police powers of the State and of the constitutional power of the United States of America. This opinion should not be construed as offering materials or an offering circular, prospectus, or official statement and is not intended in any way to be a disclosure statement used in connection with the sale or delivery of the Series 2024 Bonds. My opinions expressed herein are predicated upon present law (and interpretations thereof), facts, and circumstances, and I assume no affirmative obligation to update the opinions expressed herein if such laws (and interpretations thereof), facts, and circumstances change after the date hereof. No one, other than the specific addressees named above, is entitled to rely upon the statements made and the conclusions expressed within this opinion. GKW/XEA Very truly yours, George K. Wysong III, Esq. City Attorney C-4 EXHIBIT D Form of Opinion of Counsel to the Underwriters , 2024 Siebert Williams Shank & Co., LLC, as representative Tampa, Florida Estrada Hinojosa & Company, Inc. [ ] Jefferies LLC [ ] Blaylock Van, LLC [ ] Ladies and Gentlemen: We have acted as counsel to you in connection with the issuance and sale by the City of Miami, Florida, a municipal corporation of the State of Florida (the "City" or "Issuer"), of its $ Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Tax - Exempt Series 2024A (the "Series 2024A Bonds") and its $ Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Taxable Series 2024B (the "Series 2024B Bonds" and, together with the Series 2024A Bonds, the "Series 2024 Bonds"), pursuant to the Bond Purchase Agreement, dated May , 2024 (the "Bond Purchase Agreement"), by and between Siebert Williams Shank & Co., LLC ("Representative"), acting on behalf itself, Estrada Hinojosa & Company, Inc., Jefferies LLC and Blaylock Van, LLC (collectively with the Representative, the "Underwriters"), and the City. All capitalized terms used herein without definition shall have the meanings assigned to them in the Bond Purchase Agreement. In connection with the purchase of the Series 2024 Bonds, we have reviewed (i) the Preliminary Official Statement, dated [ , , 2024], relating to the Series 2024 Bonds (the "Preliminary Official Statement"); (ii) the Official Statement, dated [ , , 2024], relating to the Series 2024 Bonds (the "Final Official Statement" and, together with the Preliminary Official Statement, the "Official Statement"); (iii) the Bond Purchase Agreement; and (iv) such other documents, instruments and agreements and related matters of law as we have deemed necessary in order to render this opinion. We also participated in conferences with representatives of the City, Bryant Miller Olive PA (Issuer's Counsel), Butler Snow LLP ("Bond Counsel"), Akerman LLP ("Disclosure Counsel"), and others in the course of which the contents of portions of the Official Statement and related matters were discussed and revised. On the basis of the foregoing and having regard to legal questions that we deem relevant, we are of the opinion that under existing law: D-1 1. The Series 2024 Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended. 2. The provisions governing continuing disclosure in the City's Continuing Disclosure Agreement, dated [ , , 2024], comply as to form in all material respects with the requirements of Rule 15c2-12(b)(5), as promulgated by the Securities and Exchange Commission. 3. We are not passing upon and do not assume any responsibility for the accuracy, completeness, adequacy or fairness of any of the statements contained in the Preliminary Official Statement or the Final Official Statement and make no representation that we have independently verified the accuracy, completeness or fairness of such statements. To assist you in your investigation concerning the Preliminary Official Statement and the Final Official Statement, however, we have reviewed certain documents and have participated in conferences in which the contents of the Preliminary Official Statement and the Final Official Statement and related matters were discussed. During the course of our work on this matter, based upon our participation in the preparation of the Preliminary Official Statement and the Final Official Statement as counsel to the Underwriters and our participation at conferences at which the Preliminary Official Statement and the Final Official Statement were discussed, but without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Preliminary Official Statement or the Final Official Statement, no facts came to our attention that caused us to believe that the Preliminary Official Statement or the Final Official Statement contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, provided that no belief or opinion need be stated regarding (i) the financial statements or other financial, operating, accounting, numerical information, forecasts, estimates or projections, technical or engineering information, demographic and statistical data, and assumptions or expressions of opinion contained or incorporated in the Preliminary Official Statement and the Final Official Statement, (ii) the descriptions of DTC and the DTC Book -Entry System in the Preliminary Official Statement and the Final Official Statement, (iii) the information describing the opinions of Bond Counsel, Disclosure Counsel and the City Attorney under the captions "LEGAL MATTERS" and "TAX MATTERS" and in APPENDIX D to the Preliminary Official Statement and the Final Official Statement, (iv) the information under the caption "LITIGATION" in the Preliminary Official Statement and the Final Official Statement, (v) the information in APPENDIX A, APPENDIX B, APPENDIX C or APPENDIX E to the Preliminary Official Statement and the Final Official Statement. We further express no opinion as to the ability of the Issuer to comply with its obligations under the Bond Resolution or the Continuing Disclosure Agreement. In reaching the views set forth above, we have assumed the following: (i) each of the parties has duly and validly executed and delivered all documents, instruments and agreements executed and delivered in connection with the issuance of the Series 2024 Bonds to which such party is a signatory, and such party's obligations set forth therein are its legal, valid and binding obligations, enforceable in accordance with their terms; (ii) each natural person executing any such instrument, document or agreement is legally competent to do so; (iii) there are no oral or written modifications of or amendments to such instruments, documents and agreements, and there has been no waiver of any of the provisions thereof, by actions or conduct of the parties or otherwise; and (iv) all D-2 documents, instruments and agreements submitted to us as originals are authentic, all documents, instruments and agreements submitted to us as certified or photostatic copies conform to the original documents, instruments and agreements, and all signatures on all documents, instruments and agreements submitted to us for examination are genuine. The views expressed above are limited to the matters set forth above, and no opinions should be inferred beyond the matters expressly stated. We assume no obligation to supplement this letter if any applicable laws or interpretations thereof change after the date hereof or if we become aware of any facts or circumstances that might change the views expressed herein after the date hereof. This letter is furnished by us to meet the requirement of paragraph 7(g)(12) of the Bond Purchase Agreement and is furnished solely for your benefit and may not be relied upon by any other person or entity. Very truly yours, D-3 EXHIBIT E FORM OF PRELIMINARY OFFICIAL STATEMENT 86008475.v9 AKERMAN DRAFT 04/30/2024 •E 0 °S. p� Ct •o 0 0 E = PRELIMINARY OFFICIAL STATEMENT DATED , 2024 NEW ISSUES — BOOK ENTRY ONLY Ratings: Moody's: " " ( outlook) S&P: " " ( outlook) (See "Ratings" herein) In the opinion of Butler Snow LLP, Bond Counsel, under existing laws, regulations, published rulings, and judicial decisions and assuming the accuracy of certain representations and continuous compliance with certain covenants described herein, interest on the Series 2024A Bonds (defined below) is excludable from gross income under federal income tax laws pursuant to Section 103 of the Internal Revenue Code of 1986, as amended to the date of delivery of the Series 2024A Bonds (the "Code'), and such interest is not a specific preference item for purposes of the federal alternative minimum tax, however, such interest is taken into account in determining the annual adjusted financial statement income of applicable corporations (as defined in Section 59(k) of the Code) for the purpose of computing the alternative minimum tax imposed on corporations. Bond Counsel is also of the opinion that the interest on the Series 2024E Bonds (defined below) is includable in gross income for federal income tax purposes. Bond Counsel is also of the opinion that the Series 2024 Bonds (defined below) and the income thereon are not subject to taxation under the laws of the State of Florida, except as to estate taxes imposed by Chapter 198, Florida Statutes, as amended, and net income and franchise taxes imposed by Chapter 220, Florida Statutes, as amended. See "TAX MATTERS" herein for a description of other tax consequences to holders of the Series 2024 Bonds. [CITY OF MIAMI LOGO] CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BONDS * (MIAMI FOREVER INFRASTRUCTURE PROGRAMS) TAX-EXEMPT SERIES 2024A Dr Bond (MIAMI FOREVER INFRASTRUCTURE PROGRAMS) TAXABLE SERIES 2024B Dated: Date of Delivery Due: January 1, as shown on inside cover The $ * City of Miami, Florida Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs) Tax -Exempt Series 2024A (the "Series 2024A Bonds") and $ * City of Miami, Florida Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs) Taxable Series 2024B (the "Series 2024B Bonds" and, collectively with the Series 2024A Bonds, the "Series 2024 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 163, Chapter 166, Part II, and Chapter 159, Part VII, Florida Statutes, the Charter of the City, and other applicable provisions of law (the "Act") and pursuant to Resolution No. R-19-0062 adopted by the City Commission on February 14, 2019 (the "Master Resolution" or the "Series Resolution"), as supplemented and particularly as supplemented by Resolution No. R-24- adopted by the City Commission on , 2024 (the "Supplemental Resolution", together with the Master Resolution and the Series Resolution, the "Bond Resolution"). The Series 2024 Bonds are being issued for the purpose of providing funds, to (i) pay or reimburse the City for funds advanced by the City for costs of certain infrastructure capital projects identified in the Bond Resolution and (ii) pay the costs of issuance of the Series 2024 Bonds. See "THE PROJECTS," herein. This cover page contains certain information for quick reference only. It is not, and is not intended to be, a summary of the issue. Investors must read the entire Official Statement to obtain information needed for the making of an informed investment decision. The Series 2024 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 ("DTC"), New York, New York. Individual purchases will be made in book -entry form only through Participants (defined herein) in * Preliminary, subject to change. * Preliminary, subject to change. denominations of $5,000 and integral multiples thereof. Purchasers of the Series 2024 Bonds (the `Beneficial Owners") will not receive physical delivery of the Series 2024 Bonds. Transfers of ownership interests in the Series 2024 Bonds will be effected by 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 (as defined herein) for subsequent disbursement to the Beneficial Owners. Interest on the Series 2024 Bonds is payable semi-annually on each 1 and 1, commencing 1, 20 . Principal of, premium, if any, and interest on the Series 2024 Bonds will be payable by The Bank of New York Mellon Trust Company, N.A., Pittsburgh, Pennsylvania, as Paying Agent and Bond Registrar. Payment of the principal of, premium, if any, and interest, on the Series 2024 Bonds will be secured by a lien upon and a pledge of (i) the revenues derived from the Limited Ad Valorem Tax (as defined herein) to be levied annually on all taxable property in the City and deposited into the Bond Fund (as defined herein) securing such Series 2024 Bonds, as described herein and, (ii) subject to the conditions and limitations set forth in the Bond Resolution, a covenant to budget and appropriate, in each fiscal year, legally available non -ad valorem revenues of the City in an amount which together with the amounts on deposit in the Principal and Interest Account and the Bond Amortization Account established in the Bond Fund securing such Series 2024 Bonds are sufficient to pay the principal of, redemption premium, if any, and interest on such Series 2024 Bonds then due and payable; provided, however, that not more than 10% of the Maximum Annual Debt Service on the Series 2024 Bonds may be paid from such non -ad valorem revenues in any Fiscal Year. The Series 2024 Bonds do not constitute a general indebtedness of the City within the meaning of any constitutional or statutory provision or limitation and the City is not obligated to levy any ad valorem taxes other than the Limited Ad Valorem Tax for the payment thereof, as described herein. Neither the full faith and credit nor the taxing power of the State or any political subdivision or agency thereof (except the taxing power of the City, but only to the extent of the Limited Ad Valorem Tax, as described herein) is pledged to the payment of the principal of, premium, if any, and interest of the Series 2024 Bonds. The Series 2024 Bonds are subject to redemption prior to their respective maturities, as described herein under "DESCRIPTION OF THE SERIES 2024 BONDS — Optional Redemption," and " — Mandatory Redemption." See the inside cover page for maturities, principal amounts, interest rates, yields, prices and CUSIP numbers. THIS PRELIMINARY OFFICIAL STATEMENT IS IN A FORM DEEMED FINAL BY THE CITY FOR PURPOSES OF RULE 15c2-12 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT FOR CERTAIN FINANCIAL INFORMATION PERMITTED TO BE OMITTED PURSUANT TO RULE 15c2-12(b)(1). THE SERIES 2024 BONDS INVOLVE A DEGREE OF RISK AND ARE NOT SUITABLE FOR ALL INVESTORS. The Series 2024 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 Butler Snow LLP, Jacksonville, Florida, Bond Counsel. Certain legal matters will be passed upon for the City by Victoria Mendez, Esq., City Attorney, and by Akerman LLP, Miami, Florida, Disclosure Counsel to the City and for the Underwriters by McGuireWoods LLP, Jacksonville, Florida. PFMFinancial Advisors LLC, Coral Gables, Florida is serving as Financial Advisor to the City. It is expected that the Series 2024 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 , 2024. SIEBERT WILLIAMS SHANK & CO., LLC Estrada Hinojosa & Company, Inc. Jefferies LLC Blaylock Van, LLC Dated: , 2024 MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, PRICES AND CUSIP NUMBERS CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BONDS $ (MIAMI FOREVER INFRASTRUCTURE PROGRAMS) TAX-EXEMPT SERIES 2024A Maturity (January 1) Principal Amount* Interest Rate Yield % Term Bond Due January 1, 20 Yield % Term Bond Due January 1, 20 Yield % Price: % Price: Price CUSIP No.t CUSIP No.t (MIAMI FOREVER INFRASTRUCTURE PROGRAMS) TAXABLE SERIES 2024B Maturity (January 1) Principal Amount* Interest Rate Yield $ % Term Bond Due January 1, 20 Yield % Term Bond Due January 1, 20 Yield * Preliminary, subject to change. % Price: % Price: Price CUSIP No.t CUSIP No.t Initial CUSIP Number's Initial CUSIP Number CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by FactSet Research System, Inc. Copyright © 2024 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the City, the Underwriters or their agents or counsel assume responsibility for the accuracy of such numbers. THE CITY OF MIAMI, FLORIDA 444 S.W. 2nd Avenue Miami, Florida 33130 MAYOR Francis X. Suarez CITY COMMISSIONERS Christine King, Chair Joe Carollo, Vice Chair Miguel Angel Gabela Damian Pardo Manolo Reyes CITY MANAGER Arthur Noriega V CITY CLERK Todd B Hannon CITY ATTORNEY George K. Wysong III, Esq. CHIEF FINANCIAL OFFICER Larry M. Spring, CPA FINANCE DIRECTOR Erica T. Paschal -Darling, CPA ISSUER'S COUNSEL Bryant Miller Olive P.A. Miami, Florida BOND COUNSEL Butler Snow LLP Jacksonville, Florida DISCLOSURE COUNSEL Akerman LLP Miami, Florida FINANCIAL ADVISOR PFM Financial Advisors LLC Coral Gables, Florida NO DEALER, BROKER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED BY THE CITY OR THE UNDERWRITERS TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE SERIES 2024 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 WILL THERE BE ANY SALE OF THE SERIES 2024 BONDS BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE. CAUTIONARY STATEMENTS REGARDING FORWARD -LOOKING STATEMENTS IN THIS OFFICIAL STATEMENT: CERTAIN STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE IN THIS OFFICIAL STATEMENT CONSTITUTE "FORWARD -LOOKING STATEMENTS." SUCH STATEMENTS GENERALLY ARE IDENTIFIABLE BY THE TERMINOLOGY USED, SUCH AS "PLAN," "EXPECT," "ESTIMATE," "BUDGET" OR OTHER SIMILAR WORDS. SUCH FORWARD -LOOKING STATEMENTS INCLUDE BUT ARE NOT LIMITED TO CERTAIN STATEMENTS CONTAINED IN THE INFORMATION UNDER THE CAPTIONS "ESTIMATED SOURCES AND USES OF FUNDS." 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 CHANGE OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED DO NOT OCCUR. THE INFORMATION SET FORTH HEREIN HAS BEEN OBTAINED FROM THE CITY, DTC AND OTHER SOURCES THAT 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 WILL CREATE, UNDER ANY CIRCUMSTANCES, ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE MATTERS DESCRIBED HEREIN SINCE THE DATE HEREOF. THE UNDERWRITERS HAVE PROVIDED THE FOLLOWING SENTENCE FOR INCLUSION IN THIS OFFICIAL STATEMENT: THE UNDERWRITERS HAVE REVIEWED THE INFORMATION IN THIS OFFICIAL STATEMENT IN ACCORDANCE WITH AND AS A PART OF THEIR 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. THE INFORMATION AND EXPRESSION OF OPINIONS HEREIN ARE SUBJECT TO CHANGE WITHOUT NOTICE, AND NEITHER THE DELIVERY OF THIS OFFICIAL STATEMENT NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CITY SINCE THE DATE HEREOF. THE PRICES AT WHICH THE SERIES 2024 BONDS ARE OFFERED TO THE PUBLIC MAY VARY FROM THE INITIAL PUBLIC OFFERING PRICES APPEARING ON THE COVER PAGE HEREOF. IN CONNECTION WITH THIS OFFERING OF THE SERIES 2024 BONDS, THE UNDERWRITERS MAY ALLOW CONCESSIONS OR DISCOUNTS FROM SUCH INITIAL PUBLIC OFFERING PRICES TO DEALERS AND MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH SERIES 2024 BONDS AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. 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 2024 BONDS ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE FORM THEREOF INCLUDED IN THE AFORESAID DOCUMENTS AND AGREEMENTS. REFERENCES TO WEB SITE 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. NO REGISTRATION STATEMENT RELATING TO THE SERIES 2024 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 2024 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. THE SERIES 2024 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, NOR HAS THE BOND RESOLUTION OR ANY SUPPLEMENTAL RESOLUTION BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE REGISTRATION OR QUALIFICATION OF THE SERIES 2024 BONDS IN ACCORDANCE WITH APPLICABLE PROVISIONS OF THE SECURITIES LAWS OF THE STATE, IF ANY, IN WHICH THE SERIES 2024 BONDS HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN CERTAIN OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE MERITS OF THE SERIES 2024 BONDS OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. THIS OFFICIAL STATEMENT WILL NOT CONSTITUTE A CONTRACT BETWEEN THE CITY OR THE UNDERWRITERS AND ANY ONE OR MORE HOLDERS OF THE SERIES 2024 BONDS. TABLE CONTENTS Page INTRODUCTION 6 PURPOSE OF THE SERIES 2024 BONDS 8 THE PROJECTS 8 ESTIMATED SOURCES AND USES OF FUNDS 9 DEBT SERVICE SCHEDULE 10 DESCRIPTION OF THE SERIES 2024 BONDS 11 General 11 Optional Redemption 11 Mandatory Redemption 11 Notice and Effect of Redemption 13 Registration, Transfer and Exchange 16 Replacement of Bonds Mutilated, Destroyed, Stolen or Lost 16 SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2024 BONDS 17 General 17 Limited Ad Valorem Tax; Millage Limitation 17 Covenant to Budget and Appropriate Non -Ad Valorem Revenues 18 Special Investment Considerations 19 Establishment of Funds and Accounts 20 No Reserve Fund 20 Issuance of Additional Bonds 20 AD VALOREM TAXATION 20 General 20 Truth in Millage Bill 21 Property Assessment Procedures 21 Levy of Ad Valorem Taxes 22 Exemptions 22 Millage Rates 23 Assessed Valuations 24 Tax Collection 24 Tax Deeds 25 NON -AD VALOREM REVENUES 27 Taxes 27 Fees, Licenses, and Permits 31 Intergovernmental Revenues 32 Fines and Forfeitures 36 Charges for Services 36 Other Revenue and Financing Sources 36 Recent Legislation 36 Pledge of Non -Ad Valorem Revenues 1 General Fund 5 THE CITY OF MIAMI 6 Background 6 iii TABLE CONTENTS (continued) Page City Government 6 Budget Process and Control 8 Adoption of Investment Policy and Debt Management Policy 8 Financial Integrity Ordinance 10 Internal Auditor 11 Insurance Considerations Affecting the City 11 Ability to be Sued, Judgments Enforceable 12 Health Insurance 12 Pension Plans 13 Accrued Compensated Absences 14 Other Post -Employment Benefits 14 Risk of Changing Economic Conditions Error! Bookmark not defined. Climate Change 15 Direct Debt 17 Annual Debt Service Requirements to Maturity 18 LEGISLATIVE AND CONSTITUTIONAL INITIATIVES CONCERNING AD VALOREM TAXES 18 LEGAL MATTERS 1 LITIGATION 2 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS 3 TAX MATTERS 4 Series 2024A Bonds 4 Series 2024B Bonds 4 Original Issue Discount 4 Original Issue Premium 5 Backup Withholding 6 Florida Tax Matters 6 Changes in Federal and State Tax Law 6 RATINGS 6 FINANCIAL ADVISOR 7 FINANCIAL STATEMENTS 7 UNDERWRITING 7 CONTINGENT FEES 8 ENFORCEABILITY OF REMEDIES 8 CONTINUING DISCLOSURE 9 ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT 9 FORWARD -LOOKING STATEMENTS 10 MISCELLANEOUS 10 AUTHORIZATION OF OFFICIAL STATEMENT 11 iv APPENDICES APPENDIX A: APPENDIX B: APPENDIX C: APPENDIX D: APPENDIX E: TABLE CONTENTS (continued) Page GENERAL INFORMATION REGARDING THE CITY OF MIAMI THE MASTER RESOLUTION, THE SERIES RESOLUTION AND THE SUPPLEMENTAL RESOLUTION ANNUAL COMPREHENSIVE FINANCIAL REPORT OF THE CITY OF MIAMI FOR FISCAL YEAR ENDED SEPTEMBER 30, 2023 FORM OF BOND COUNSEL OPINION FORM OF CONTINUING DISCLOSURE AGREEMENT v OFFICIAL STATEMENT relating to CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BONDS (MIAMI FOREVER INFRASTRUCTURE PROGRAMS) TAX-EXEMPT SERIES 2024 TAXABLE SERIES 2024 INTRODUCTION The purpose of this Official Statement, including the cover page and appendices, is to set forth information concerning the City of Miami, Florida (the "City"), the $ City of Miami, Florida Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs) Tax -Exempt Series 2024A (the "Series 2024A Bonds") and the $ City of Miami, Florida Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs) Taxable Series 2024B (the "Series 2024B Bonds" and, collectively with the Series 2024A Bonds, the "Series 2024 Bonds"), in connection with the sale of the Series 2024 Bonds. The Series 2024 Bonds are being issued pursuant to the Constitution and laws of the State of Florida (the "State"), including Chapter 163, Chapter 166, Part II, and Chapter 159, Part VII, Florida Statutes, the Charter of the City, and other applicable provisions of law (the "Act") and pursuant to Resolution No. R-19-0062 adopted by the City Commission on February 14, 2019 (the "Master Resolution" or the "Series Resolution"), all as supplemented and particularly as supplemented by Resolution No. R-24- adopted by the City Commission on , 2024 (the "Supplemental Resolution," together with the Master Resolution and the Series Resolution, the "Bond Resolution"). The Series 2024 Bonds are being issued for the purpose of providing funds to (i) pay or reimburse the City for funds advanced by the City for costs of certain infrastructure capital projects identified in the Bond Resolution and (ii) pay the costs of issuance of the Series 2024 Bonds. See "PURPOSE OF THE SERIES 2024 BONDS" herein. The Series 2024 Bonds are special limited obligations of the City payable from and secured by the Pledged Funds as provided in the Bond Resolution, including (i) the Limited Ad Valorem Tax revenues to be levied annually on all taxable property in the City and deposited in the Bond Fund securing such Series 2024 Bonds, and (ii) subject to the conditions and limitations set forth in the Bond Resolution, a covenant to budget and appropriate, in each fiscal year, legally available non -ad valorem revenues of the City in an amount which together with the amounts on deposit in the Principal and Interest Account and the Bond Amortization Account established under the Bond Fund securing such Series 2024 Bonds are sufficient to pay the principal of, redemption premium, if any, and interest on the Series 2024 Bonds then due and payable; provided, however, that not more than 10% of the Maximum Annual Debt Service on the Series 2024 Bonds may be paid from such non -ad valorem revenues in any Fiscal Year. The Series 2024 Bonds shall not be or constitute a general indebtedness within the meaning of any constitutional or statutory provision or limitation and the City is not obligated to levy any ad valorem taxes other than the Limited Ad Valorem Tax (as defined in the Bond Resolution) for the payment thereof. Neither the full faith and credit nor the ad valorem taxing power of the State or any political subdivision or agency thereof (except the taxing power of the City, but only to the extent of the Limited Ad Valorem Tax) is pledged to the payment of the Series 2024 Bonds. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2024 BONDS" herein. * Preliminary, subject to change. 6 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 Bond Resolution, unless the context would clearly indicate otherwise. A copy of the Bond Resolution is attached hereto as "APPENDIX B — THE MASTER RESOLUTION, THE SERIES RESOLUTION AND THE SUPPLEMENTAL RESOLUTION." All documents of the City referred to herein may be obtained from the City's Finance Director, 444 S.W. 2nd Avenue, 6th Floor, Miami, Florida 33130, Telephone (305) 416-1328. Remainder of Page Intentionally Left Blank.] 7 PURPOSE OF THE SERIES 2024 BONDS The Master Resolution provides for the issuance and validation of an aggregate principal amount not exceeding Four Hundred Million Dollars ($400,000,000.00) in one or more separate series of tax- exempt or taxable Limited Ad Valorem Tax Bonds (Miami Forever Capital Programs) payable from ad valorem taxes levied on all taxable property in the City provided that the City's debt service millage not exceed the rate of 0.5935 mills, for the purpose of paying for capital improvement projects to reduce flooding risks, improve stormwater infrastructure, improve affordable housing, economic development, parks, cultural facilities, streets and infrastructure, and to enhance public safety with interest payable at rates not to exceed the maximum rate allowed by law. The Series Resolution also specifically authorizes the Series 2024 Bonds as the first tranche of bonds to be issued by the City to provide funds to (i) pay or reimburse the City for funds advanced by the City for costs of certain infrastructure capital projects identified in the Bond Resolution and (ii) pay the costs of issuance of the Series 2024 Bonds. THE PROJECTS As stated above and in the Bond Resolution, the proceeds of the Series 2024 Bonds will be used to finance a portion of the costs of certain infrastructure projects within the City (the "Projects"). As identified in the Supplemental Resolution, the initial Projects include, but are not limited to: the construction of new parks and renovations and improvements to existing parks; public pool improvements; the construction of community centers; improvements for stormwater management, flood control and flood mitigation including seawall replacement and repair and new pump stations, and the related construction and repair of roads, sidewalks and other public improvements. For a specific listing of the Projects, see the Supplemental Resolution in " APPENDIX B — THE MASTER RESOLUTION, THE SERIES RESOLUTION AND THE SUPPLEMENTAL RESOLUTION." 8 ESTIMATED SOURCES AND USES OF FUNDS The proceeds derived from the sale of the Series 2024 Bonds and other available monies are expected to be used as follows: Series 2024 Bonds SERIES 2024 SOURCES: Principal Amount of Series 2024 Bonds $ [Plus/Less] [Net] Original Issue [Premium/Discount] TOTAL SERIES 2024 SOURCES SERIES 2024 USES: Deposit to Series 2024 Construction Account $ Costs of Issuance') Underwriters' Discount TOTAL SERIES 2024 USES (1) Consists of financial advisory and legal fees and expenses, rating agency fees and miscellaneous costs of issuance. Remainder of Page Intentionally Left Blank.] 9 DEBT SERVICE SCHEDULE The following table sets forth the aggregate debt service requirements for the Series 2024 Bonds. Fiscal Year Ending Series 2024 Bonds Total Debt September 30th Principal Interest Service 2024 2023 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 2054 Totals $ [Remainder of page intentionally left blank.] 10 DESCRIPTION OF THE SERIES 2024 BONDS General The Series 2024 Bonds will be issued as fully registered, book -entry only bonds in the denominations of $5,000 and integral multiples thereof, through the book -entry only system maintained by The Depository Trust Company, New York, New York. Subject to the book -entry system provisions described below, the principal of and redemption premium, if any, on the Series 2024 Bonds will be payable upon presentation and surrender at the designated office of The Bank of New York Mellon Trust Company, N.A. (the "Paying Agent"). Interest on the Series 2024 Bonds is payable semi-annually on 1 and 1 of each year, commencing 1, 20 . Subject to the book - entry system provisions described below, interest will be paid by check and mailed to the owners in whose names the Series 2024 Bonds are registered on the close of business on the 15th day (whether or not a business day) of the month preceding each interest payment date (the "Record Date"); provided, however, that the Holder of Series 2024 Bonds in an aggregate principal amount of at least $1,000,000 will be entitled to have interest paid by wire transfer as provided in the Bond Resolution. Interest on the Series 2024 Bonds will be computed on the basis of a 360-day year of twelve 30-day months. Optional Redemption The Series 2024A Bonds maturing on and after January 1, 20, option of the City on or after January 1, 20, in whole or in part at any determined by the Bond Registrar, at a redemption price equal to the accrued interest to the date fixed for redemption without premium. The Series 2024B Bonds maturing on and after January 1, 20, option of the City on or after January 1, 20, in whole or in part at any determined by the Bond Registrar, at a redemption price equal to the accrued interest to the date fixed for redemption without premium. Mandatory Redemption are subject to redemption at the time, in such manner as will be principal amount thereof, plus are subject to redemption at the time, in such manner as will be principal amount thereof, plus The Series 2024A Bonds maturing on January 1, 20 are subject to mandatory sinking fund redemption in part prior to maturity by lot through the application of Sinking Fund Requirements, at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to the redemption date, on January 1 in the following amounts and in the year specified as follows: Year * *Maturity Principal Amount The Series 2024A Bonds maturing on January 1, 20 are subject to mandatory sinking fund redemption in part prior to maturity by lot through the application of Sinking Fund Requirements, at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to the redemption date, on January 1 in the following amounts and in the year specified as follows: Year 11 Principal Amount *Maturity The Series 2024B Bonds maturing on January 1, 20 are subject to mandatory sinking fund redemption in part prior to maturity by lot through the application of Sinking Fund Requirements, at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to the redemption date, on January 1 in the following amounts and in the year specified as follows: Year * *Maturity Principal Amount $ The Series 2024B Bonds maturing on January 1, 20 are subject to mandatory sinking fund redemption in part prior to maturity by lot through the application of Sinking Fund Requirements, at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to the redemption date, on January 1 in the following amounts and in the year specified as follows: *Maturity Year * Principal Amount $ Remainder of Page Intentionally Left Blank.] 12 Notice and Effect of Redemption Notice of redemption shall be given by deposit in the U.S. mails of a copy of a redemption notice, postage prepaid, at least thirty (30) days before the redemption date to all registered owners of the Series 2024 Bonds or portions of the Series 2024 Bonds to be redeemed at their addresses as they appear on the registration books to be maintained in accordance with the provisions hereof. Failure to mail any such notice to a registered owner of a Series 2024 Bond, or any defect therein, shall not affect the validity of the proceedings for redemption of any Series 2024 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 2024 Bond being redeemed, the name and address of the Bond Registrar and Paying Agent, the redemption price to be paid and, if less than all of the Series 2024 Bonds then outstanding shall be called for redemption, the distinctive Series, numbers and letters, including CUSIP numbers, if any, of such Series 2024 Bonds to be redeemed and, in the case of Series 2024 Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. If any Series 2024 Bond is to be redeemed in part only, the notice of redemption which relates to such Bond shall also state that on or after the redemption date, upon surrender of such Series 2024 Bond, a new Series 2024 Bond or Series 2024 Bonds of the same Series in a principal amount equal to the unredeemed portion of such Series 2024 Bond will be issued. In the case of an optional redemption, any notice of redemption may state that (1) it is conditioned upon the deposit of moneys, in an amount equal to the amount necessary to effect the redemption, with the Bond Registrar, Paying Agent or an Authorized Depository acting as escrow agent no later than the redemption date or (2) the City retains the right to rescind such notice on or prior to the scheduled redemption date (in either case, a "Conditional Redemption"), and such notice and optional redemption shall be of no effect if such moneys are not so deposited or if the notice is rescinded as described in this subsection. Any such notice of Conditional Redemption shall be captioned "Conditional Notice of Redemption." Any Conditional Redemption may be rescinded at any time prior to the redemption date if the Finance Director delivers a written direction to the Bond Registrar directing the Bond Registrar to rescind the redemption notice. The Bond Registrar shall give prompt notice of such rescission to the affected Bondholders. Any Series 2024 Bonds subject to Conditional Redemption where redemption has been rescinded shall remain Outstanding, and neither the rescission nor the failure by the City to make such funds available shall constitute an event of default under the Bond Resolution. The Bond Registrar shall give immediate notice to the securities information repositories and the affected Bondholders that the redemption did not occur and that the Series 2024 Bonds called for redemption and not so paid remain Outstanding. Any notice mailed as provided in this section shall be conclusively presumed to have been duly given, whether or not the owner of such Series 2024 Bond receives such notice. The Bond Registrar shall not be required to transfer or exchange any Series 2024 Bond after the mailing of a notice of redemption nor during the period of fifteen (15) days next preceding mailing of a notice of redemption. 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 2024 BONDS, AS NOMINEE OF DTC, CERTAIN REFERENCES IN THIS OFFICIAL STATEMENT TO THE BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2024 BONDS SHALL MEAN CEDE 13 & CO. AND WILL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2024 BONDS. THE DESCRIPTION WHICH FOLLOWS OF THE PROCEDURES AND RECORD KEEPING WITH RESPECT TO BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2024 BONDS, PAYMENT OF INTEREST AND PRINCIPAL ON THE SERIES 2024 BONDS TO DIRECT PARTICIPANTS (AS HEREINAFTER DEFINED) OR BENEFICIAL OWNERS OF THE SERIES 2024 BONDS, CONFIRMATION AND TRANSFER OF BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2024 BONDS, AND OTHER RELATED TRANSACTIONS BY AND BETWEEN DTC, THE DIRECT PARTICIPANTS AND BENEFICIAL OWNERS OF THE SERIES 2024 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 2024 Bonds. The Series 2024 Bonds will be issued as fully -registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully -registered Bond certificate will be issued for each maturity of each series of the Series 2024 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 2024 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 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 2024 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 2024 Bonds, except in the event that use of the book - entry system for the Series 2024 Bonds is discontinued. 14 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 2024 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 2024 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 2024 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 2024 Bonds unless authorized by a Direct Participant in accordance with DTC's NMI 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 2024 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 2024 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. DTC may discontinue providing its services as depository with respect to the Series 2024 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 2024 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 2024 Bond certificates will be printed and delivered to DTC. 15 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 Underwriters and the Bond Registrar take no responsibility for the accuracy thereof. So long as Cede & Co. is the registered owner of the Series 2024 Bonds as nominee of DTC, references herein to the holders or registered owners of the Series 2024 Bonds will mean Cede & Co. and will not mean the Beneficial Owners of the Series 2024 Bonds. Neither the City, the Bond Registrar nor the Underwriters 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 2024 Bonds or (iv) any other action taken by DTC or its partnership nominee as owner of the Series 2024 Bonds. Registration, Transfer and Exchange So long as the Series 2024 Bonds are registered in the name of DTC or its nominee, the following paragraphs relating to transfer and exchange of Series 2024 Bonds do not apply to the Series 2024 Bonds. Any Series 2024 Bond may be transferred upon the registration books maintained by the Bond Registrar upon delivery thereof to the designated office of the Bond Registrar accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the Bondholder or his attorney -in -fact or legal representative, containing written instructions as to the details of the transfer of such Bond, along with the social security number or federal employer identification number of such transferee. In all cases of a transfer of a Series 2024 Bond, the Bond Registrar shall at the earliest practical time in accordance with the terms hereof enter the transfer of ownership in the registration books and shall deliver in the name of the new transferee or transferees a new fully registered Series 2024 Bond or Series 2024 Bonds of the same Series, maturity and of authorized denomination or denominations, for the same aggregate principal amount and payable from the same source of funds. Series 2024 Bonds may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Series 2024 Bonds, of other authorized denominations of the same Series and maturity. The City and the Bond Registrar may charge the Bondholder for the registration of every transfer or exchange of a Series 2024 Bond an amount sufficient to reimburse them for any tax, fee or any other governmental charge required (other than by the City) to be paid with respect to the registration of such transfer or exchange, and may require that such amounts be paid before any such new Series 2024 Bond shall be delivered. The City, the Bond Registrar, and the Paying Agent may deem and treat the registered owner of any Series 2024 Bond as the absolute owner of such Series 2024 Bond for the purpose of receiving payment of the principal thereof, and redemption premium, if any, thereon. The Series 2024 Bonds may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Series 2024 Bonds or other authorized denomination of the same Series and maturity. Replacement of Bonds Mutilated, Destroyed, Stolen or Lost If any Series 2024 Bond is mutilated, destroyed, stolen or lost, the City or its agent may, in its discretion (i) deliver a duplicate replacement Series 2024 Bond, or (ii) pay a Series 2024 Bond that has matured or is about to mature. A mutilated Bond shall be surrendered to and canceled by the Bond Registrar. The Bondholder must furnish the City and the Bond Registrar proof of ownership of any 16 destroyed, stolen or lost Series 2024 Bond; post satisfactory indemnity; comply with any reasonable conditions the City and the Bond Registrar may prescribe; and pay the City's and the Bond Registrar's reasonable expenses. Any such duplicate Series 2024 Bond shall constitute an original contractual obligation on the part of the City whether or not the destroyed, stolen or lost Series 2024 Bond is at any time found by anyone, and such duplicate Series 2024 Bond shall be entitled to equal and proportionate benefits and rights as to lien on, and source of payment of and security for payment from, the funds pledged to the payment of the Series 2024 Bond so mutilated, destroyed, or stolen or lost. SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2024 BONDS General The Series 2024 Bonds are special limited obligations of the City payable from and secured by the Pledged Funds as provided in the Bond Resolution, including (i) the Limited Ad Valorem Tax revenues to be levied annually on all taxable property in the City and deposited in the Bond Fund securing such Series 2024 Bonds, and (ii) subject to the conditions and limitations set forth in the Bond Resolution, a covenant to budget and appropriate, in each fiscal year, legally available non -ad valorem revenues of the City in an amount which together with the amounts on deposit in the Principal and Interest Account or any Bond Amortization Account securing such Series 2024 Bonds is sufficient to pay the principal of, redemption premium, if any, and interest on such Series 2024 Bonds then due and payable; provided, however, that not more than 10% of the Maximum Annual Debt Service on the Series 2024 Bonds may be paid from such non -ad valorem revenues in any Fiscal Year. The "Limited Ad Valorem Tax" is defined in the Bond Resolution to mean an ad valorem tax levied by the City on all the taxable property within the City (excluding exemptions as provided by applicable law) for the purpose of paying the principal of and interest on the Miami Forever Limited Ad Valorem Tax Bonds (as defined in the Bond Resolution); provided, however, that such ad valorem tax shall be levied at such millage rate that, when added together with the City's other debt service millage, results in an aggregate debt service millage rate that does not exceed 0.5935 mills (the "Millage Limitation"). In each Fiscal Year while any of the Series 2024 Bonds are outstanding, the City shall levy and collect the Limited Ad Valorem Tax, subject to the Millage Limitation, to pay the principal of and interest on the Series 2024 Bonds as the same shall become due. For more information on the Limited Ad Valorem Tax see "Limited Ad Valorem Tax; Millage Limitation" below and "AD VALOREM TAXATION" herein. See also "LEGISLATIVE PROPOSALS" herein for a discussion on certain bills under consideration by the Florida Legislature that could impact ad valorem taxation. For more information on the City's non -ad valorem revenues see "Covenant to Budget and Appropriate Non -Ad Valorem Revenues" below and "NON -AD VALOREM REVENUES" herein. Limited Ad Valorem Tax; Millage Limitation When the City Commission authorized the voter referendum in 2017, that ballot language provided for the issuance of bonds to finance certain capital projects and improvements in an aggregate principal amount not exceeding four hundred million dollars ($400,000,000.00) provided that the City's debt service millage for capital projects not exceed the Millage Limitation. This ballot language will limit the City's ability to issue debt obligations payable from the debt service millage for capital projects, also taking into account any other debt obligations payable from ad valorem taxes collected through the City's capital projects millage. The only other outstanding debt obligations payable from the capital projects millage are the City's General Obligation Refunding Bonds, Series 2015 and 2017 (collectively, "Outstanding General Obligation Bonds") outstanding in the amount of $63,025,000 as of September 30, 2023. The City does not currently have any other outstanding full faith and credit general obligations bonds, nor are there any authorized but unissued general obligation bonds. Other than the Bonds 17 authorized under the Bond Resolution and the Outstanding General Obligation Bonds, there are no other debt obligations payable or authorized to be paid (in the case of authorized but unissued Bonds remaining after the date of issuance and sale of the Series 2024 Bonds) from ad valorem taxes collected through the capital projects millage that have been authorized but not issued. The Bond Resolution requires the City to limit the capital project millage to the Millage Limitation while any Miami Forever Limited Ad Valorem Tax Bonds remain Outstanding. The Millage Limitation may prevent the collection of ad valorem tax revenues sufficient to pay the Series 2024 Bonds and any other Bonds issued under the Bond Resolution. See "AD VALOREM TAXATION — Millage Rates" herein. The Series 2024 Bonds do not constitute a general indebtedness of the City within the meaning of any constitutional or statutory provision or limitation, and the City is not obligated to levy any ad valorem taxes other than the Limited Ad Valorem Tax for the payment thereof, as described herein. Neither the full faith and credit nor the taxing power of the State or any political subdivision or agency thereof (except the taxing power of the City, but only to the extent of the Limited Ad Valorem Tax, as described in the Bond Resolution) is pledged to the payment of the principal of, premium, if any, and interest of the Series 2024 Bonds. The City has covenanted in the Bond Resolution to diligently enforce its right to receive Limited Ad Valorem Tax revenues, to diligently enforce and collect such taxes and to not take any action that will impair or adversely affect its rights to levy, collect and receive said taxes, or impair or adversely affect in any manner the pledge made in the Bond Resolution or the rights of the Bondholders. Covenant to Budget and Appropriate Non -Ad Valorem Revenues The City has covenanted in the Bond Resolution, to the extent permitted by and in accordance with applicable law and budgetary processes, to prepare, approve and appropriate in its annual budget for each Fiscal Year, by amendment if necessary, and to transfer to the Paying Agent for deposit to the Principal and Interest Account and the Bond Amortization Account legally available non -ad valorem revenues in an amount which, together with the Limited Ad Valorem Tax revenues on deposit in the Principal and Interest Account and the Bond Amortization Account is sufficient to pay the principal of, redemption premium, if any, and interest on the Series 2024 Bonds then due and payable; provided, however, the amount of non -ad valorem revenues budgeted and appropriated with respect to the Series 2024 Bonds in such Fiscal Year shall not exceed 10% of the Maximum Annual Debt Service on such Series 2024 Bonds. Such covenant and agreement on the part of the City to budget and appropriate sufficient amounts of legally available non -ad valorem revenues shall be exercised by the City only to the extent necessary to pay principal of, premium, if any, and interest on the Series 2024 Bonds, after taking into account any Limited Ad Valorem Tax revenues that are available. The covenant to budget and appropriate legally available non -ad valorem revenues shall be cumulative, and shall continue until such legally available non -ad valorem revenues in amounts sufficient to make all required payments under the Bond Resolution as and when due, including any delinquent payments, shall have been budgeted, appropriated and actually paid into the appropriate funds and accounts under the Bond Resolution; provided, however, amounts so budgeted and appropriated out of non -ad valorem revenues in any given Fiscal Year to pay debt service on the Series 2024 Bonds shall not exceed ten percent (10%) of the Maximum Annual Debt Service on such Series 2024 Bonds in such Fiscal Year. Such covenant does not constitute a lien, either legal or equitable, on any of the City's legally available non -ad valorem revenues or other revenues, nor does it preclude the City from pledging in the future any of its legally available non -ad valorem revenues or other revenues to other obligations, nor shall it give the Bondholders a prior claim on the legally available non -ad valorem revenues. The obligation of the City under the Bond Resolution will be secured only by the legally available non -ad 18 valorem revenues actually budgeted and appropriated and transferred to the Paying Agent for deposit into the funds and accounts created under the Bond Resolution. The City may not expend, in any year, moneys not appropriated or in excess of revenues budgeted in such year. The obligation of the City to budget, appropriate and make payments under the Bond Resolution from its legally available non -ad valorem revenues is subject to the availability of non -ad valorem revenues after satisfying funding requirements for obligations having an express lien on or pledge of such revenues and after satisfying funding requirements for essential governmental services of the City. Such covenant is, however, cumulative and shall carry over from year to year. 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 "Non -Ad Valorem Revenues - Obligations Payable from Non -Ad Valorem Revenues" 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. Special Investment Considerations Limitations of Limited Ad Valorem Tax Pledge. "Limited Ad Valorem Tax Bonds" are not the same as full faith and credit general obligations bonds, for which the unlimited taxing power of the City is pledged. The Limited Ad Valorem Tax (which is the payment source for the Series 2024 Bonds and any other Bonds issued under the Bond Resolution as well as the Outstanding General Obligation Bonds) may not be levied in excess of the Millage Limitation. Based on currently available information, the City believes that the revenues derived from ad valorem taxes collected at a millage rate of up to the Millage Limitation will be sufficient to pay debt service on the Series 2024 Bonds, other Bonds anticipated to be issued under the Bond Resolution, and the Outstanding General Obligation Bonds. However, a decline in property values within the City or a decline in tax collections could create a situation where Limited Ad Valorem Tax revenues would not be sufficient to pay all such debt service. In such circumstances, Limited Ad Valorem Tax revenues might not be available for the payment of any debt service on the Series 2024 Bonds or other Bonds issued under the Bond Resolution. The Outstanding General Obligation Bonds, however, have a higher millage cap, and the holders of the Outstanding General Obligation Bonds would have recourse against the City to levy additional millage in excess of the Millage Limitation solely to pay such Outstanding General Obligation Bonds. Factors leading to such circumstances might include local, regional or national economic downturns; natural disasters such as hurricanes or floods; changes in state legislation; judicial challenges to tax rates and collections; and the inability of the Miami -Dade County, Florida (the "County") Property Appraiser to properly assess such taxes and the County Tax Collector to collect such taxes efficiently. Limitations of Covenant to Budget and Appropriate from Non -Ad Valorem Revenues. The City's covenant to budget and appropriate funds from legally available non -ad valorem revenues to pay debt service on the Series 2024 Bonds in any given year is limited to 10% of the Maximum Annual Debt Service on such Series 2024 Bonds. Such amounts therefore would not be sufficient to ensure payment of all debt service on the Series 2024 Bonds if the Limited Ad Valorem Tax revenues are insufficient to pay debt service on the Series 2024 Bonds by more than such 10% amount. 19 As described above, the City's covenant to budget and appropriate such funds does not constitute a lien, either legal or equitable, on any of the City's revenues. The amount of such non -ad valorem revenues available to make payments on the Series 2024 Bonds may be further 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, the City is not restricted in its ability (1) to pledge such revenues for other purposes or to issue additional debt specifically secured by such revenues or by a covenant similar to or greater than that securing the Series 2024 Bonds or (2) to reduce or discontinue services that generate non -ad valorem revenues. All of these factors may limit the availability of Non -Ad Valorem Revenues available to pay a portion of the debt service on the Series 2024 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. Establishment of Funds and Accounts The Bond Resolution establishes several funds and accounts, including the "Series 2024 Infrastructure Bonds Fund" (the "Bond Fund") and two accounts within each such fund designated the "Principal and Interest Account" (the "Principal and Interest Account") and the "Bond Amortization Account" (the "Bond Amortization Account"), all of which funds and accounts will be held in trust by the Paying Agent. No Reserve Fund No debt service reserve fund will be established as security for the Series 2024 Bonds. Issuance of Additional Bonds The City agrees not to issue any additional Limited Ad Valorem Tax Bonds approved under the Bond Resolution or full faith and credit general obligation bonds, or other debt obligations payable from the Debt Millage, unless the City's chief financial officer certifies that based on the City's then -current assessed valuation, taxes generated by applying the millage rate of 0.5935 mills will equal or exceed 1.0x coverage of principal of and interest on: (i) the outstanding Miami Forever Limited Ad Valorem Tax Bonds, (ii) outstanding full faith and credit general obligation bonds including the Outstanding General Obligation Bonds, (iii) outstanding other voter approved bonds payable from the Debt Millage, and (iv) any additional Miami Forever Limited Ad Valorem Tax Bonds or full faith and credit general obligation bonds proposed to be issued. AD VALOREM TAXATION General Under Florida law, the assessment of all properties and the collection of all county, school district, special taxing district, and municipal property taxes in the City are consolidated in the office of County Property Appraiser and the Tax Collector. The laws of the State of Florida regulating tax assessment are designed to assure a consistent property valuation method statewide. Article VII, Section 9(b) of the Florida Constitution limits the aggregate rate of ad valorem taxes that may be levied on real and personal property. The limitation, except as noted below, is ten (10) mills each for all City and municipal purposes. A mill is equal to one -tenth (0.1) of one cent of one dollar 20 ($0.01) or $1.00 for every $1,000 of assessed value. Article VII, Section 9(b) excludes from the 10-mill cap ad valorem taxes which are necessary to pay debt service on general obligation bonds. The millage rate of each taxing authority, except as limited by law, is established on the basis of estimates of revenue needs and total taxable property valuations within each taxing authority's jurisdiction. Ad valorem taxes are not levied in excess of actual budget requirements. In setting millage rates, the applicable governmental unit is required by State law to assume not less than ninety-five percent (95%) of the taxable value of the property within its jurisdiction, as certified by the county property appraiser. Section 4 of Article VII of the Constitution of the State provides, with certain exceptions: "By general law regulations shall be prescribed which shall secure a just valuation of all real property for ad valorem taxation." The factors considered in arriving at a just valuation, as set forth in Section 193.011, Florida Statutes, as amended, are summarized as follows: (1) the present cash value of the property; (2) the highest and best use to which the property can be expected to be put in the immediate future and the present use of the property; (3) the location of the property; (4) the quantity or size of the property; (5) the cost of the property and the present replacement value of any improvements to the property; (6) (7) (8) the condition of the property; the income from the property; and the net proceeds of the sale of the property after deduction of certain reasonable fees and costs of sale. Truth in Millage Bill In 1973, the State of Florida enacted legislation to encourage public awareness of spending and taxing decisions made by local elected officials. That legislation was amended in 1980 by the Truth-in- Millage Bill or "Trim Bill," now codified in Section 200.65, Florida Statutes. The legislation provides that if the tax rate established by the governing board exceeds the rolled -back tax rate, the taxing authority shall publish notice of the proposed tax increase prior to the public hearing required to be held for the adoption of the final budget and millage rate. Under Section 200.065, a "rolled -back tax rate" is defined as the millage rate that would produce the same amount of ad valorem taxes in each current year as were levied in the prior year, exclusive of any increase in assessments resulting from new construction, additions to structures, deletions, rehabilitations which increase the assessed value by 100% and property added due to geographic boundary changes. Property Assessment Procedures Real and personal property valuations are determined each year as of January 1 by the County Property Appraiser's Office. The assessment roll is prepared between each January 1 and July 1, with each taxpayer given notice of the proposed assessed value of his property. 21 The property owner has the right to file an appeal with the County Value Adjustment Board, which considers petitions relating to, among other things, assessments and exemptions. The County Value Adjustment Board certifies the assessment roll upon completion of the hearing of all appeals. Millage rates are then computed by the various taxing authorities and certified to the County Property Appraiser, who applies the millage rates to the assessment roll. This procedure creates the tax roll which is then annually turned over to the County Tax Collector on or about the first Monday in October. Levy of Ad Valorem Taxes A notice is mailed to each property owner on the tax roll for the taxes levied by cities, counties, school boards, and other taxing authorities. All taxes are due and payable on November 1 of each year or as soon thereafter as the certified tax roll is received by the Tax Collector. Taxes may be paid upon receipt of such notice with discounts at the rate of 4% if paid in the month of November; 3% if paid in the month of December; 2% if paid in the month of January; and 1% if paid in the month of February. Taxes paid during the month of March are without discount. Taxes become delinquent on April 1 following the year in which they are assessed or 60 days after mailing of the original tax notice, whichever is later. If the delinquency date for ad valorem taxes is later than April 1 of the year following the year in which taxes are assessed, all dates or time periods specified in the Florida Statutes relative to the collection of, or administrative procedures regarding, delinquent taxes shall be extended a like number of days. Exemptions Exemptions from the ad valorem tax include the first $25,000 to $50,000 of assessed value for a homestead; homestead property of totally and permanently disabled persons; improved real property on which a renewable energy source device is installed and operated; inventory; property used by not -for - profit hospitals, nursing homes and homes for special services; property used by certain not -for -profit homes for the aged; property used exclusively for educational purposes by educational institutions or other exempt organizations, including charter schools, for educational purposes; property owned by certain charitable, literary, religious or scientific organizations and used predominately for such purposes; property owned and used for educational purposes by labor organizations; property of certain community centers; certain property used for affordable housing; property owned and used by certain governmental units; property of certain not -for -profit sewer and water companies; and the first $500 of property of every widow, widower, blind person or disabled person. For more information regarding existing and proposed ad valorem tax exemptions, see "LEGISLATIVE AND CONSTITUTIONAL INITIATIVES CONCERNING AD VALOREM TAXES." [Remainder of Page Intentionally Left Blank.] 22 Millage Rates The City has reduced or maintained its millage rate each year beginning with Fiscal Year 2013. The reduction gives the City capacity to increase taxes for an emergency. The following table shows millage rates for the City for fiscal years ending September 30, 2012 through September 30, 2023. THE CITY OF NHAMI, FLORIDA PROPERTY TAX RATES General Fiscal Year Tax Roll Year Operations Debt Service Total City 2013 2012 7.5710 0.9000 8.4710 2014 2013 7.6148 0.8162 8.4310 2015 2014 7.6465 0.7385 8.3850 2016 2015 7.6465 0.6886 8.3351 2017 2016 7.6465 0.6435 8.2900 2018 2017 7.4365 0.5935 8.0300 2019 2018 7.5865 0.4435 8.0300 2020 2019 7.5665 0.4235 7.9900 2021 2020 7.6665 0.3235 7.9900 2022 2021 7.6665 0.3235 7.9900 2023 2022 7.5539 0.3235 7.8774 Source: Miami -Dade County Property Appraisers Office. Note: All millage rates are based on $1 for every $1,000 of assessed value. Remainder of Page Intentionally Left Blank.] 23 Assessed Valuations The following table shows the assessed valuations for the City for fiscal years ending September 30, 2013 through September 30, 2023. THE CITY OF NHANH, FLORIDA NET ASSESSED VALUE AND ESTIMATED ACTUAL VALUE OF TAXABLE PROPERTY LAST TEN FISCAL YEARS Fiscal Year Ended September 30, 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Real Property Residential Property $20,102,680,659 21,934,172,831 24,605,804,321 27,319,085,749 30,510,541,198 32,694,764,561 36,145,085,669 39,059,892,406 40,749,289,342 46,196,295,350 52,854,931,418 Commercial Property $10,558,773,418 11,333,504,297 13,199,485,300 15,141,552,949 16,942,681,891 18,370,692,628 20,300,307,800 21,350,788,617 22,410,214,056 24,694,856,292 28,288,129,784 Personal Property $2,074,115,500 2,017,164,410 2,097,769,007 2,141,666,844 2,168,086,910 2,291,647,844 2,516,205,948 2,596,961,699 2,675,736,253 2,858,329,569 3,308,707,221 Net Assessed Value $32,735,569,577 35,284,841,538 39,903,058,628 44,602,305,542 49,621,309,999 53,357,105,033 58,961,599,417 63,007,642,722 65,835,239,651 73,749,481,211 84,451,768,423 Total City Tax Millage 8.4710 8.4310 8.3850 8.3351 8.2900 8.0300 8.0300 7.9900 7.9900 7.9900 7.8774 Estimated Actual Value $ 39,674,594,000 44,910,824,446 54,280,943,197 60,628,790,417 66,582,430,165 71,868,917,720 76,358,400,388 78,950,963,476 81,693,987,652 97,315,325,026 120,403,671,841 Source: City of Miami, Finance Department and Miami -Dade County Property Appraiser's Office; Annual Comprehensive Financial Report 2022 and 2023. Note: Property in the City is reassessed each year. State law requires the Property Appraiser to appraise property at 100% of market value. The Florida Constitution was amended, effective January 1, 1995, to limit annual increases in assessed value of property with homestead exemption to 3 percent per year or the amount of the Consumer Price Index, whichever is lower. The increase is not automatic since no assessed value shall exceed market value. Tax rates are per $1,000 of assessed value. Tax Collection It is the County Tax Collector's duty on or before June 1 of each year to advertise and sell tax certificates on real property delinquencies extending from the previous April 1. The tax certificates must not be less than the amount of the taxes plus interest from April 1 to the date of sale, together with the cost of advertising and expense of sale. Delinquent real property taxes bear interest at the rate of 18% per year from April 1 until a certificate is sold at auction, at which time the interest rate is as bid by the buyer of the certificate not to exceed 18%. Delinquent taxes may be redeemed prior to sale of the tax certificates upon payment of all costs, delinquent taxes, and interest. The minimum interest for delinquent taxes paid prior to the sale of a certificate is 3%. A tax certificate may be redeemed by paying the County Tax Collector the face value of the certificate, interest, costs, charges and omitted taxes, if any, plus a redemption fee of $5. The redeemer must pay the interest rate due on the certificate or 5% of the face amount of the certificate, whichever amount is greater, unless the certificate was bid at no interest. Florida law provides a different method for the collection of delinquent tangible personal property taxes, which includes the possible seizure and sale of the tangible personal property. 24 Tax Deeds After two years from April 1 of the year of issuance of the tax certificate and before seven years of the date of issuance, a private holder of any unredeemed tax certificate may apply for a tax deed to the property. For tax certificates acquired by Miami -Dade County, the County also has a two-year minimum wait period for purchase of a tax deed, beginning April 1 of the year of issuance of the certificate. Such procedures are governed by State law applicable to all Florida counties. The request for a tax deed is referred to the Clerk of the Circuit Court of Miami -Dade County who will hold an auction after the proposed sale of the tax deed has been advertised for four consecutive weeks in a newspaper as prescribed by law. The following table shows tax levies and tax collections in the City for fiscal years ending September 30, 2013 through September 30, 2023. Fiscal Year Ended September 30, Total Taxes Levied for Fiscal Year 2013 $262,193,908 2014 281,070,226 2015 315,966,185 2016 353,176,443 2017 390,792,627 2018 407,034,676 2019 449,788,561 2020 478,259,512 2021 499,722,387 2022 559,795,437 2023 631,997,343 THE CITY OF MIAMI, FLORIDA PROPERTY TAX LEVIES AND COLLECTIONS Collected within the Fiscal Year Total Collections of Levy To Date Amount $251,210,062 260,389,830 286,106,822 320,048,201 350,970,845 384,282,266 408,965,659 446,908,467 486,873,568 512,762,869 570,374,265 Collections of Percent Delinquent of Levy Taxes 95.81% $ 6,852,822 92.64 6,206,637 90.55 8,045,210 90.62 4,332,986 89.81 12,468,857 94.41 12,965,608 90.92 18,238,870 93.44 24,968,743 97.43 18,215,189 91.60 17,005,069 90.25 18,833,869 Amount $258,062,884 266,596,467 294,152,032 324,381,187 363,439,702 397,247,874 427,204,529 471,877,210 505,088,757 529,767,938 589,208,134 Percent of Levy 98.42% 94.85 93.10 91.85 93.00 97.60 94.98 98.67 101.07 94.64 93.23 Source: City of Miami, Finance Department and Miami -Dade County Tax Collector's Office; Annual Comprehensive Financial Report 2023 Note: The County Tax Collector does not allocate delinquent taxes collected by the original tax year levied. Consequently, all collections of delinquent taxes are applied to the immediately prior tax year and, as a result, the percentage for collections to date may exceed 100%. [Remainder of Page Intentionally Left Blank.] 25 As of the 2023 Tax Roll, the City's ten largest ad valorem taxpayers, the assessed values of their properties (in thousands of dollars), and their relative percentage of total assessed property values in the City follows: TEN LARGEST TAX ASSESSMENTS 2023 TAX ROLL ASSESSED VALUES Net Assessed Percent of Total Net Taxpayer Value Assessed Value Florida Power and Light $ 999,954,215 1.18% Ponte Gadea Biscayne LLC 380,000,000 0.45 TWJ 1101 LLC 370,168,692 0.44 River Landing Development LLC 258,263,288 0.31 5 Plaza LLC 241,821,000 0.29 Brickell Holdings LLC 241,731,557 0.29 T C 701 Brickell LLC 240,700,000 0.29 PPF AMLI NE 2 Ave LLC 226,792,860 0.27 MCPP WFC Miami LLC 222,500,000 0.26 1450 Brickell LLC 220,385,494 0.26 Total $3,402,317,106 4.03% Source: City of Miami Comprehensive Annual Financial Report, September 2023 Note: Percent of Total Net Assessed Value column does not foot due to rounding. Remainder of Page Intentionally Left Blank.] 26 NON -AD VALOREM REVENUES The Series 2024 Bonds are payable from Pledged Funds which includes Non -Ad Valorem Revenues (as defined in the Bond Resolution) budgeted, appropriated and deposited by the City for such purpose as described herein. 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 State 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 2024 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. Some sources of non -ad valorem revenues are limited by State law as to use. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2024 BONDS — Special Investment Considerations — Limitations of Covenant to Budget and Appropriate from Non -Ad Valorem Revenues" herein. The amounts and availability of any of the City's non -ad valorem revenues are subject to change, including reduction or elimination by change of State law or changes in the facts or circumstances according to which certain of the City's non -ad valorem revenues are allocated. In addition, the amount of certain of the City's non -ad valorem revenues collected by or distributed to the City are directly related to the general economy of the City. Accordingly, adverse economic conditions could have a material adverse effect on the amount of non -ad valorem revenues collected or received by the City in any Fiscal Year. The Florida Department of Financial Services 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, licenses and permits; 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: 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 four cents ($0.04) 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. 27 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 Public Service 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 Public Service 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 Public Service 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. The amount of Public Service Tax received by the City may fluctuate as the price of water, gas and/or electricity and the other services subject to the Public Service Tax fluctuates and a sustained increase in the price thereof may have an adverse effect on the amount of Public Service 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 set the rates for its local communications services tax pursuant to Ordinance No. 12078 enacted on June 14, 2001. 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 28 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. (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 29 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. 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 30 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. Fees, Licenses, and Permits 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 years. The City also imposed a franchise fee upon FPL pursuant to Ordinance No. 13169, enacted by the City on May 13, 2010, whereby the City granted to FPL, a non-exclusive franchise for the purpose of the construction and maintenance of electric light and power facilities for the purpose of supplying electricity and other services. Such franchise is effective for a term of thirty 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. Licenses and Permits Licenses and permits consist of revenues generated from the issuance of local professional and occupational licenses required for the privilege of engaging in certain trades, occupations, and other activities, building permits, and other licenses and permits such as fireworks/bench permits. Florida law may limit the ability of the City to use these regulatory fees for purposes unrelated to the regulated activity and, therefore, not all of these fees may be available for the payment of debt service on the Series 2024 Bonds. 31 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. Local Business Tax Receipt (BTR) The City, pursuant to Ordinance No. 10303, enacted by the City on July 23, 1987, imposes as a condition precedent to engaging in or operating in the City any business, profession or occupation, whether as an owner, agent, employee, manage or operator, the procurement of a business tax receipt from the City on or before October 1 of each year. BTR shall be due and payable on September 30 of each year to the City's Finance Department. Building Permits The City's Building Department enforces codes and regulations established by the State and the County governing the construction, alteration, and maintenance of buildings and structures within the City for the protection of residents and property. The department's staff reviews applications and issues building permits for the construction of new buildings and structures and for the alteration of existing ones. Other Permits The City issues numerous permits that cross various departments. These include roofing permits for residential and commercial properties, Temporary Event Permits (TEP) for events hosted on private property with more than 100 people, garage sale permits, and farmers' market permits. Intergovernmental Revenues 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 32 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 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 Sales Tax receipts) unincorporated + 2/3 incorporated area population area population total county population + 2/3 incorporated area population Municipality Share (Percentage of total Half -Cent Sales = municipality population 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 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 33 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; (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 1.3409% 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. 34 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 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 municipality'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. 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. Fuel Tax 35 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. 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) (g) Recreational and Special Events: fees for parks and recreation activities and events; and Other: fees for services not specifically mentioned above, i.e., engineering services, public hearing fees. Other Revenue and Financing Sources This category includes a variety of revenues and transfers from other funds, including the interest earnings on invested funds. Recent Legislation The Florida Legislature passed Senate Bill 50 ("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. During the 2022 legislative session, the State Senate and House passed House Bill 777 ("HB 777"), which requires a local government seeking voter approval to levy certain optional local taxes to be held at a general election. The bill applies to the following local option taxes: tourist development taxes; tourist impact taxes; ad valorem taxes levied by a children's services independent special 36 district; county, municipal and school district voted millage increase and local option fuel taxes and took effect on October 1, 2022. The Florida Legislature passed House Bill 7071 ("HB 7071") during its 2022 session which went into effect on July 1, 2022. Among other things, HB 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. The Florida Legislature passed House Bill 7063 ("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. HB 7063 also freezes the local communications tax rates in effect on January 1, 2023 until January 1, 2026. See "- Local Communications Services Tax" above. The City does not believe HB 7063 will have an adverse impact on its ability to pay debt service on the Series 2024 Bonds. Pledge of Non -Ad Valorem Revenues No specific source of Non -Ad Valorem Revenues are pledged to the payment of the Series 2024 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. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2024 BONDS — Special Investment Considerations — Limitations of Covenant to Budget and Appropriate from Non -Ad Valorem Revenues" herein. 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 2024 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 2024 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, 2019 through September 30, 2023. As indicated under the caption "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2024 BONDS — Covenant to Budget and Appropriate Non -Ad Valorem Revenues" 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 any debt service payment for the Series 2024 Bonds in its Fiscal Year 2024 Budget. Pursuant to the Bond Resolution, the City will amend its Fiscal Year 2024 Budget in order to include any such 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.] 2 CITY OF MIAMI, FLORIDA LEGALLY AVAILABLE NON -AD VALOREM REVENUES -FISCAL YEAR ENDED SEPTEMBER 30thr1) 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 Total Sources of Legally Available Non -Ad Valorem Revenues Essential Expenses Not Paid with Ad Valorem Taxes 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 - Maximum Annual Debt Service(2) 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 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 2021 2022 $116,185,678.00 $127,043,592.00 $45,518,774.00 $52,879,061.00 $26,731,540.00 $41,217,476.00 $72,250,314.00 $94,096,537.00 $32,151,292.00 $55,518,119.00 $40,024,004.00 $49,108,943.00 $7,982,232.00 $6,841,999.00 $80,157,528.00 $111,469,061.00 $24,389,975.00 $24,403,849.00 $14,986,314.00 $16,463,735.00 $13,780,543.00 $18,801,128.00 $61,403,868.00 $84,800,215.00 $114,560,700.00 $144,468,927.00 $808,854.00 $(1,898,842.00) $6,478,363.00 6,307,602.00 $5,605,700.00 $6,706,645.00 $396,047,137.00 $488,193,522.00 $(140,737,137.00) $(163,848,198.00) $255,310,000.00 $324,345,324.00 $51,821,970.36 $50,154,497.41 5.14x 4.87x 4.93x 6.47x Source: City of Miami, Finance Department (1) Some Non -Ad Valorem Revenues are limited as to use and not all of the Non -Ad Valorem Revenues may be legally available to pay any particular obligations. (2) Maximum annual debt service on the City's obligations payable from Non -Ad Valorem Revenues as described on the chart entitled "THE CITY OF MIAMI, FLORIDA SCHEDULE OF PRINCIPAL AND INTEREST FOR NON -AD VALOREM REVENUE BONDS." Maximum annual debt service shown above does not include debt service payable on the Series 2024 Bonds. 2023 $141,744,958.00 $56,393,527.00 $45,738,677.00 $102,132,204.00 $23,025,924.00 $47,769,337.00 $7,131,590.00 $111,765,877.00 $24,403,649.00 $17,909,916.00 $16,570,371.00 $90,192,268.00 $149,076,204.00 $32,296,248.00 $7,096,221.00 $21,593,167.00 $565,704,879.00 $(142,580,658.00) $423,124,221.00 $47,682,734.18 8.87x 3 The following table represents the City's debt service as of September 30, 2023, on obligations payable from Non -Ad Valorem Revenues and does not include debt service on the Series 2024 Bonds. 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 2024 $34,739,734.64 $12,942,999.54 $47,682,734.18 2025 33,852,505.57 11,948,858.68 45,801,364.25 2026 32,829,554.60 10,898,234.18 43,727,788.78 2027 28,553,104.00 9,866,693.50 38,419,797.50 2028 28,823,104.00 8,921,108.25 37,744,212.25 2029 29,833,104.00 7,917,194.20 37,750,298.20 2030 28,963,104.00 6,848,588.30 35,811,692.30 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 $372,506,889.24 $98,933,297.05 $471,440,186.29 Source: City of Miami, Finance Department 4 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 "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, 2019 through September 30, 2023. Summary Schedule of Revenues, Expenditures and Net Changes in Fund Balance for the General Fund 2019 2020 2021 2022 2023 Revenues Property Taxes $359,518,170 $389,606,919 $410,291,273 $430,656,931 $477,979,040 Franchise Fees/Other Taxes 115,560,040 113,729,425 116,185,678 127,043,592 141,744,958 Licenses and Permits 75,421,804 71,893,886 72,250,314 94,096,537 102,132,204 Fines and Forfeitures 7,699,136 7,487,994 7,982,232 6,841,999 7,131,590 Intergovernmental 80,635,979 63,866,915 72,175,296 104,627,062 104,634,287 Charges for Services 122,174,203 103,856,883 114,560,700 144,468,927 149,076,204 Investment Earnings 12,357,625 10,684,319 808,854 (1,898,842) 32,296,248 Other 10,723,544 3,957,298 6,478,363 6,307,602 7,096,221 Total Revenues $784,090,501 $765,083,639 $800,732,710 $912,143,808 1,022,090,752 Expenditures General Government $124,834,945 $92,899,885 $111,051,681 $113,447,010 134,987,146 Planning & Development 24,435,218 26,424,572 28,730,032 32,345,643 40,163,462 Public works 83,423,727 91,590,121 95,072,836 101,527,507 110,903,555 Public safety 417,570,063 431,285,100 440,984,151 481,538,041 490,095,313 Other Departments 62,308,866 61,731,944 64,414,422 71,264,256 78,760,765 Total Expenditures $712,572,819 $703,931,622 $740,405,453 $800,122,457 854,910,241 Excess (Deficiency) of Revenues Over (Under) Expenditures 71,517,682 61,152,017 60,327,257 112,021,351 167,180,511 Other Financing Sources and (Uses): Operating Transfers In 3,830,006 5,291,193 5,605,699 6,706,645 21,593,167 Operating Transfers Out (63,061,000) (70,719,379) (105,213,475) (88,539,750) (163,980,464) Issuance of Lease - - - 2,049,398 Proceeds from sale of property 195,133 897,255 227,165 540,279 912,162 Total Other Financing Sources(Uses) ($59,035,861) ($64,530,931) ($99,380,611) ($81,292,826) ($139,425,737) Net Change in Fund Balance $12,481,821 ($3,378,914) ($39,053,354) $30,728,525 $27,754,774 Fund Balance — Beginning of Fiscal Year Fund Balance — End of Fiscal Year $187,463,551 $199,945,373 $196,566,459 $157,513,105 $188,241,630 $199,945,372 $196 566 459 $157 513 105 $188,241,630 $215,996,404 Source: City of Miami, Finance Department 5 THE CITY OF MIAMI Background Now 126 years old, the City is part of the nation's eighth largest metropolitan area. Incorporated in 1896, the City is the only 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, with 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 presently Francis X. Suarez whose term expires November 2025. The current members of the City Commission and expiration of their current terms of office are: City Commission Members Date Term Expires Christine King Joe Carollo Miguel Angel Gabela Damian Pardo Manolo Reyes November 2025 November 2025 November 2025 November 2025 November 2025 The City Manager, Arthur Noriega V, was appointed as the administrative head of the 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 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 6 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 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, 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. Mr. Spring also led the bond financing process that funded nearly $1 billion in public infrastructure across South Florida. 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, has held the position of Finance Director since April 2017. She began her career with the City in August 1999 and has been licensed as a CPA since October 2006 and has maintained an active license. 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. Mrs. Paschal -Darling graduated from the School of Business and Industry of Florida Agriculture and Mechanical University, with a Bachelor and Masters Degree in Business Administration. 7 The City's Director of Management and Budget, Marie Gouin, has held the position of Director of Budget and Management since September 2021. She began her career in the banking industry and transitioned to government budgeting. She has over 30 years of experience in government budgeting, including roles as Director of Management and Budget for the St. Lucie County Board of Commissioners and Director of Budget and Program Monitoring for the City of Hallandale Beach. She has a proven track record of success in developing and implementing effective budget strategies that support organizational goals and objectives. Over the course of her career, she has been responsible for overseeing, planning, implementing, and monitoring operational and capital budgets, managing and ensuring compliance with grants and contracts, procurement and purchasing, and forecasting revenues. She also implemented new efficiencies that streamlined budget processes, enhanced budget documentation, and improved public access to financial data through their financial systems. Ms. Gouin graduated from St. Thomas Aquinas College with a Bachelors Degree in Mathematics with a concentration in Computer Information Science. Budget Process and Control The Mayor is required to prepare and deliver a budgetary address annually to the people of the City any time between one to three months preceding the beginning of the fiscal year. The City Commission is required to hold two public hearings on the proposed budget and adopt the final budget no later than September 30th preceding the beginning of the fiscal year on October lst. The annual budget serves as the foundation for the City's financial planning and control. Additionally, the adopted annual budget represents the legal authority to expend funds. Budgets are monitored at varying levels of classification detail that include both personnel and operating as appropriation designations; however, budgetary control is legally maintained at the fund level except for the general fund, which is maintained at the departmental operating level. The budget may be amended after approval of the City Manager followed by presentation for review and approval by the City Commission. Adoption of Investment Policy and Debt Management Policy The City adopted a detailed written investment policy on February 26, 2015, that applies to all cash and investments held or controlled by the City and identified as "general operating funds." The Investment Policy does not apply to 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 8 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, designee or investment advisor approved by the City Commission. 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 September 30, 2023, approximately 70.5% of the City's investment portfolio was invested in United States Treasury Obligations and obligations of agencies of the United States Government and approximately 29.5% of the City's investment portfolio was invested in corporate notes, commercial paper and money market funds. The City adopted a Debt Management Policy on May 26, 2016 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. 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 2024 Bonds and their negotiated sale to the Underwriters on [April , 2024]. 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 equitable to the users of the projects to finance the project over its useful life; (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; (d) the City will evaluate the long-term operational impact of the project being financed, and (e) the City may periodically refinance debt to take advantage of lower interest rates which will result in a present value savings. Pursuant to the Debt Management Policy, the following additional provisions shall be applicable to the City each time it considers a debt issuance: (a) the City will issue debt obligations for acquiring, constructing or renovating capital improvements or for refinancing existing debt obligations, (b) projects must be designated by the City Commission as public purpose projects prior to funding, and (c) all debt obligations shall have a maximum maturity of the earlier of: (i) the estimated useful life of the capital 9 improvements being financed, (ii) thirty years, or (iii), in the event that they are being 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. The Financial Integrity Ordinance 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) a general fund "designated" 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. The "designated" fund balance shall be classified as either non - spendable, restricted, committed or assigned based on standards and guidance established by the Governmental Account Standards Board (GASB). On June 21, 2023, the Independent Auditor General released its "Audit of Compliance with the Financial Integrity Principles -Fiscal Year 2022 Report No. 23-14," which found that the City did not comply with two of the 13 financial integrity principles, including (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 and its Investment Policy upon the recommendation of the Independent Auditor General. As of the date of this Official Statement, the Independent Auditor General 10 has not released an Audit of Compliance with the Financial Integrity Principles relating to the 2023 fiscal year. For the 2023 fiscal year, the City's General Fund reserves increased by approximately $27.8 million and had an ending fund balance of approximately $216.0 million. Of the ending fund balance, approximately $43.2 million is restricted, approximately $51.9 million is non -spendable, approximately $38.2 million is assigned, and approximately $82.6 million is unassigned. The average of the general revenues for fiscal years 2020, 2021 and 2022 were approximately $825.9 million. Therefore, for the 2023 fiscal year, the City complied with the Financial Integrity Ordinance requirement for a minimum General Fund balance equal to 20 percent (10% "designated" and 10% "unassigned") of the average general revenues (excluding transfers), which required a $82.6 minimum balance for both "designated" and "unassigned" for the 2023 fiscal year. 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/Depai lments/Office-of-the-Independent-Auditor-General/Auditor-General-Reports. In the August 2024 primary election, a ballot question will ask City of Miami voters whether they wish to amend the City Charter to dissolve the Office of the Independent Auditor General and replace it with an Office of the Independent Inspector General, with more independence and broader powers and scope. 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 limits on the general liabilty and auto liability lines of coverage with self -insured retention limit of $1,000,000. The excess insurance program currently has a self -insured retention of $2,000,000 for Police and Fire, with $1,000,000 self -insured retention limit on all 11 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 $1,000,000 retention. The City carries an excess layer Buffer policy bring the total self insured retention limit on the workers' compensation exposure to $1,000,000. In addition, the City also purchases dedicated commercial general liability policies for the Grapeland Waterpark and the various marinas that it operates. These policies typically carry a $1 million limit per occurrence. 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 wind, earthquake and 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. The City also maintains a standalone property policy on the Marlins Stadium Parking Garages providing for $25 million in total limits for flood and earthquake, and full TIV limits of $97 million on wind and all other perils. The Marlins Stadium Parking Garages have a $25,000 all other perils deductible, and a deductible of 5% of 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. 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. 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 12 87% while the employees are contributing 13% of the calculated health insurance premium. The City is 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. 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, 2023, the City's contribution for FIPO and GESE was 57% and 38.89% of annual covered 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 $1,082,543,260, $375,806,661 and $1,680,643, respectively, as of September 30, 2023. For Fiscal Year 2023, the City's annual actuarial recommended contribution for each of FIPO and the GESE was approximately $107.2 million and approximately $55.3 million, respectively, as of the actuarial report dated October 1, 2022 and October 1, 2021, respectively. 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 EBP"). Plan members are not required to contribute to the GESE EBP. The payment of the City's contribution of the excess retirement benefit is funded from the City's General Fund and paid 13 annually at the same time as the City's annual contribution to normal pension costs. The GESE EBP is an unfunded plan and the City is required to contribute as benefits become payable. The payroll for employees covered by the GESE EBP for the year ended September 30, 2023, was approximately $142.3 million. The City's contribution to the plan for the year ended September 30, 2023, was $237,284 and plan benefit payments were $237,284. 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 0.167% of annual covered payroll. See "APPENDIX C - ANNUAL COMPREHENSIVE FINANCIAL REPORT OF THE CITY OF MIAMI FOR FISCAL YEAR ENDED SEPTEMBER 30, 2023— NOTE 10. PENSIONS" and Required Supplementary Information for additional information regarding the City's pension plans. 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, 2023, the most recent actuarial valuation date, there are approximately 5,745 covered participants of whom approximately 3,638 are active employees and 2,107 are 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 14 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 $19.2 million for the fiscal year ended September 30, 2023. See "APPENDIX C - ANNUAL COMPREHENSIVE FINANCIAL REPORT OF THE CITY OF MIAMI FOR FISCAL YEAR ENDED SEPTEMBER 30, 2023 — NOTE 11. POST -EMPLOYMENT " Risk of Changing Economic Conditions Financial operations could be impacted by factors beyond the City's control, including a depressed real estate market due to general economic conditions in the City, the region, and the State. A pandemic, like the COVID-19 pandemic, may result in an economic recession or depression that causes a general market decline in property values therefore affecting the assessed value of the property in the City, which may impact the ability of residents and businesses to pay property taxes, or may negatively impact sales tax receipts. Climate Change The State is naturally susceptible to the effects of extreme weather events and natural disasters, including floods, droughts and hurricanes. The occurrence of such natural disasters can produce significant ecological, environmental and economic impacts on coastal communities like the City. Such impacts can be exacerbated by a longer -term shift in the climate over several decades (commonly referred to as climate change), including increasing global temperatures and rising sea levels. Numerous scientific studies on global climate change conclude that, among other effects on the global ecosystem, extreme and abnormal temperature fluctuations have occurred globally and, without the implementation of measures to address the phenomenon, will continue to occur. Such occurrences have been determined by scientific studies to be the primary reason for current and projected increases in sea level and from extreme weather events to occur in higher frequency and intensity. Projected changes in weather and tidal patterns place coastal areas like the City at risk of substantial wind or flood damage over time, affecting private development and public infrastructure, including roads, utilities, emergency services, schools and parks. As a result, global climate change increases the potential of considerable financial loss to the City, including, without limitation, substantial losses in tax revenues. In addition, many residents, business and governmental operations could be required to mitigate these effects at a potentially material cost. The City is keenly aware of the risks from hurricanes and sea level rise, as are officials at the County and throughout South Florida. In November 2019, the City Commission approved a resolution declaring a climate emergency, and regional collaboration on a transition plan and emergency mobilization effort to restore a safe and sustainable climate. On January 23, 2020, the City released the Miami Forever Climate Ready climate adaptation plan, which details the adaptation actions the City will take over the next ten years to respond to flooding due to sea level rise, intensifying hurricanes and storms, and extreme heat. The Miami Forever Climate Ready Adaptation Plan, in conjunction with the 15 Resilient305 Strategy, guides the climate action in the City. The City has also made significant progress on two additional plans: an updated Stormwater Master Plan and a Miami Forever Carbon Neutral Plan. The Stormwater Master Plan now has defined priority projects that better guide the City on how to strategically use Miami Forever Bond dollars and apply for additional federal funds to support building of infrastructure projects. The Miami Forever Carbon Neutral Plan is a greenhouse reduction plan that supports the City's goal of net zero greenhouse gas emissions by 2050. The plan was finalized and adopted by the City Commission in November 2021. Projections of the effects of global climate change on the City are complex and depend on many factors that are outside the control of the City. The various scientific studies that forecast climate change and its adverse effects, including severe storms, sea level rise and flooding risks, are based on assumptions contained in such studies. Actual events, however, may vary materially from such forecasts. In addition, the scientific understanding of climate change and its effects continues to evolve. Accordingly, the City is not able to forecast when seal level rise or other adverse effects of climate change (e.g., the occurrence and frequency of 100-year storm events, hurricanes and king tides) will occur. In particular, the City is not able to predict the timing or precise magnitude of adverse economic effects, including without limitation, material adverse effects on the business operations or financial condition of the City and the local economy during the term of the Series 2024 Bonds. While the negative effects of climate change may be avoided or lessened by the City's past and future investments in adaptation and mitigation strategies, the City cannot provide any assurance about the net effects of those strategies and whether the City will be required to take additional adaptation or mitigation measures. If necessary, such additional measures could require significant capital resources in excess of the resources already contemplated to be spent on combating the negative impacts of climate change. [Remainder of Page Intentionally Left Blank.] 16 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, 2023, including that which is payable from ad valorem taxes and sources other than ad valorem taxes, including, without limitation, the City's Non -Ad Valorem Revenues. DESCRIPTION OUTSTANDING AMOUNT ISSUED BALANCE General Obligation Bonds: General Obligation (Limited Ad Valorem) Refunding Bond Series 2015 $57,240,000 $41,150,000 General Obligation (Limited Ad Valorem) Refunding Bond Series 2017 114,380,000 21,875,000 Total General Obligation Bonds $171,620,000 $63,025,000 Special Obligation and Revenue Bonds: Special Obligation Refunding Bonds Series 2018A $57,405,000 $48,695,000 Taxable Special Obligation Refunding Bonds Series 2018B 42,620,000 38,255,000 Taxable Special Obligation Revenue Bonds Series 2018C 7,455,000 6,435,000 CRA SEOPW Tax Increment Revenue Bonds Series 2014A-1 50,000,000 27,175,000 Total Special Obligation and Revenue Bonds $157,480,000 $120,560,000 Other Direct Placements: Special Obligation Refunding Bonds Series 2014 $18,049,380 $3,234,068 Special Obligation Bonds Series 2017 27,160,000 17,535,000 Special Obligation Refunding Notes Series 2017 59,310,000 45,685,000 Special Obligation Refunding Note Pension Series 2017 7,180,000 5,040,000 Special Obligation Refunding Note Garage Series 2018 16,555,000 10,050,000 Special Obligation Non -Ad Valorem Revenue Refunding Note Series 2023 26,460,000 26,460,000 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 22,515,000 CRA OMNI Tax Increment Revenue Bonds Series 2018A 10,000,000 5,630,000 CRA OMNI Tax Increment Revenue Bonds Series 2018B 15,000,000 9,115,000 Gran Central Corporation Loan 1,708,864 1,708,864 Vehicle Replacement Program Series 2020 #1 9,256,279 3,755,119 Vehicle Replacement Program Series 2020 #2 16,318,888 6,605,928 Vehicle Replacement Program Series 2021 9,766,531 5,899,209 P25 Citywide Radio Equip. Loan 12,100,000 1,833,159 State Revolving Fund Loan 21,177,751 19,463,095 Total Other Direct Placements $350,017,693 $259,379,442 Total Bonds and Loans $679,117,693 $442,964,442 Source: City of Miami, Finance Department. 17 Annual Debt Service Requirements to Maturity The following table represents the annual debt service requirements as of September 30, 2023 for all bonds, loans and leases of the City for the remaining life of the obligations. Fiscal Year Ending September 30, Principal Interest Total 2024 $ 45,964,734 $ 14,363,949 $ 60,328,683 2025 45,372,506 13,085,918 58,458,424 2026 44,654,555 11,743,872 56,398,427 2027 40,688,104 10,413,179 51,101,283 2028 41,283,104 9,160,471 50,443,575 2029-2033 117,685,520 30,765,672 148,451,192 2034-2038 88,845,520 13,199,368 102,044,888 2039-2043 18,470,399 432,245 18,902,644 Total $442,964,442 $103,164,674 $546,129,116 Source: City of Miami, Annual Comprehensive Finance Report, September 2023. LEGISLATIVE AND CONSTITUTIONAL INITIATIVES CONCERNING AD VALOREM TAXES In the past, amendments to the Florida Constitution affecting ad valorem taxes have been approved by voters, including without limitation the following: Save Our Homes Amendment. By voter referendum held on November 3, 1992, Article VII, Section 4 of the Florida Constitution was amended by adding thereto a subsection which, in effect, limits the increases in assessed just value of homestead property to the lesser of (a) 3% of the assessment for the prior year or (b) the percentage change in the Consumer Price Index for all urban consumers, U.S. City Average, All Items 1967=100, or successor reports for the preceding calendar year as initially reported by the United States Department of Labor, Bureau of Labor Statistics (the "Save Our Homes Amendment"). Further, the Save Our Homes Amendment provides that (1) no assessment shall exceed just value, (2) after any change of ownership of homestead property or upon termination of homestead status, such property shall be reassessed at just value as of January 1 of the year following the year of sale or change of status, (3) new homestead property shall be assessed at just value as of January 1 of the year following the establishment of the homestead, and (4) changes, additions, reductions or improvements to homestead property shall initially be assessed as provided for by general law, and thereafter as provided in the Save Our Homes Amendment. The effective date of the Save Our Homes Amendment was January 5, 1993, and the base year for determining compliance with the restrictions was 1994. The 1995 tax roll year was the first year such limitations were effective. Millage Rollback Legislation. In June 2007, the Florida Legislature enacted Chapter 2007-321, Laws of Florida (2007) (the "Rollback Law"). One component of the Rollback Law required all counties, cities and special districts to "roll back" their millage rates for the 2007-2008 fiscal year to the level that, with certain adjustments and exceptions, the local government entities collected the amount of ad valorem 18 tax revenue that they collected in fiscal year 2006-2007; provided, however, depending upon the relative growth of each local government's own ad valorem tax revenues from 2001 to 2006, such rolled back millage rates were determined after first reducing 2006-2007 ad valorem tax revenues by zero to nine percent (0% to 9%). In addition, the legislation limited the maximum millage for future years. A local government governing body may increase ad valorem tax levies by extraordinary votes or by referenda. A local government may override certain portions of these requirements by a supermajority, and for certain requirements, by a unanimous vote of its governing body. Any county or municipality that levies in excess of the amount permitted under the legislation will forfeit participation in the half -cent sales tax revenue sharing program for a twelve-month period. Constitutional and Statutory Amendments Related to Ad Valorem Exemptions. On January 29, 2008, in a special election held for such purpose, Florida voters approved amendments to the State Constitution exempting certain portions of a property's assessed value from taxation. The following is a brief summary of certain important provisions contained in such amendments: 1. Provides for an additional $25,000 exemption for the assessed value of homestead property between $50,000 and $75,000 (thus doubling the existing homestead exemption for property with an assessed value equal to or greater than $75,000). The additional $25,000 exemption, however, does not apply to school district taxes. 2. Permits owners of homestead property to transfer their "Save Our Homes" benefit (up to $500,000) to a new homestead property purchased within two years of the sale of their previous homestead property to which such benefit applied if the just value of the new homestead is greater than or is equal to the just value of the prior homestead. If the just value of the new homestead is less than the just value of the prior homestead, then owners of homestead property may transfer a proportional amount of their "Save Our Homes" benefit, such proportional amount equaling the just value of the new homestead divided by the just value of the prior homestead multiplied by the assessed value of the prior homestead. 3. Exempts from ad valorem taxation $25,000 of the assessed value of property subject to tangible personal property tax. 4. Limits increases in the assessed value of non -homestead property to 10% per year, subject to certain adjustments. The cap on increases would be in effect for a 10-year period, subject to extension by an affirmative vote of Florida voters. The limitation on increases in assessed value of non - homestead property, however, does not apply to school district taxes. The amendments approved in January 2008 became effective for the 2008 tax year (2008-2009 fiscal year for local governments). In the November 2018 general election, Florida voters approved an amendment to the State Constitution that made permanent the 10% limitation on increases in the assessed value of non -homestead property described above, effective January 1, 2019. In the November 2020 general election, Florida voters approved an amendment to the State Constitution that extended the period for a homestead property owner to transfer the "Save Our Homes" benefit to a new homestead property purchased within three years of the sale of their previous homestead property, effective January 1, 2021. 19 In the November 2008 general election, Florida voters approved amendments to the State Constitution to provide the Florida Legislature with the authority to create exemptions or protections from assessment for certain types of property subject to ad valorem taxation including (i) exemptions for conservation lands and residential wind damage resistance and renewable energy source improvements and (ii) restrictions on the assessment of working waterfront properties. Exemption for Deployed Military Personnel. In the November 2010 general election, Florida voters approved a constitutional amendment which provides an additional homestead exemption for deployed military personnel. The exemption equals the percentage of days during the prior calendar year that the military homeowner was deployed outside of the United States in support of military operations designated by the Florida Legislature. This constitutional amendment took effect on January 1, 2011. In the Florida Legislature's 2016 legislative session, lawmakers passed House Bill 7023, which expanded the categories of military operations by adding 11 new eligible designations. Exemptions for Disabled Veterans, Surviving Spouses and First Responders. During the Florida Legislature's 2011 Regular Session, it passed Senate Joint Resolution 592 ("SJR 592"). SJR 592 allows totally or partially disabled veterans who were not Florida residents at the time of entering military service to qualify for the combat -related disabled veteran's ad valorem tax discount on homestead property. HJR 592 took effect June 13, 2011. During the Florida Legislature's 2012 Regular Session, it passed House Joint Resolution 93 ("HJR 93"). HJR 93 allows the Florida Legislature to provide ad valorem tax relief to the surviving spouse of a veteran who died from service -connected causes while on active duty as a member of the United States Armed Forces and to the surviving spouse of a first responder who died in the line of duty. The amount of tax relief, to be defined by general law, can equal the total amount or a portion of the ad valorem tax otherwise owed on the homestead property. HJR 93 took effect January 1, 2013. During the Florida Legislature's 2016 Regular Session, it passed House Joint Resolution 1009, proposing an amendment to the Florida Constitution to grant full or partial property tax exemption on homestead property to first responders who are totally and permanently disabled as a result of an injury or injuries sustained in the line of duty. The amendment was approved by voter referendum in the November 2016 general election. The amendment took effect on January 1, 2017. Exemptions for Seniors. During the Florida Legislature's 2012 Regular Session, it also passed House Joint Resolution 169 ("HJR 169") which became HB No. 357, codified as 2012-57 and amending Section 196.075, Florida Statutes. The amendment allows the Florida Legislature by general law to permit counties and municipalities, by ordinance, to grant an additional homestead tax exemption (the "Additional Homestead Exemption") equal to the assessed value of homestead property to certain low income seniors. To be eligible for the Additional Homestead Exemption the county or municipality must have granted the exemption by ordinance; the property must have a just value of less than $250,000; the owner must have title to the property and maintained his or her permanent residence thereon for at least 25 years; the owner must be age 65 years or older; and the owner's annual household income must be less than $20,000, adjusted annually based on the Consumer Price Index, which for 2015 was $28,448. The Additional Homestead Exemption authorized by HJR 169 does not apply to school property taxes. In order to grant the Additional Homestead Exemption, the City enacted Ordinance No. 2012-34. 20 During the Florida Legislature's 2016 Regular Session, it passed House Joint Resolution 275 ("HJR 275") which became HB No. 277, amending Section 196.075, Florida Statutes, to allow certain low income seniors to continue receiving the Additional Homestead Exemption if the homestead's just value rises above $250,000 either due to changes in the market or because of additions or improvements made to the property. In addition, individuals who were granted the Additional Homestead Exemption in prior years, but became ineligible for the Additional Homestead Exemption because the just value of the individual's homestead rose above $250,000, may regain the Additional Homestead Exemption by reapplying. The just value determination for such person will be the just value as determined in the first tax year that the owner applied for and was eligible for the Additional Homestead Exemption, regardless of the current just value of his or her homestead property. The amendment was approved by voter referendum at the November 8, 2016 general election. The amendment took effect on January 1, 2017 and applies retroactively to the 2013 tax roll for any person who received the exemption under Section 196.075(2)(b) before the January 1, 2017 effective date. Other Exemptions Affecting Ad Valorem Taxation. During the Florida Legislature's 2013 Regular Session, it enacted House Bill 1193 ("HB 1193"), which eliminated three (3) ways in which the property appraiser had authority to reclassify agricultural land as non-agricultural land. Additionally, HB 1193 relieved the value adjustment board of the authority to review applications for exemptions on its own motion. The changes in HB 1193 were retroactive to January 1, 2013. During the Florida Legislature's 2013 Regular Session, the Florida Legislature passed Senate Bill 1830 ("SB 1830"), which was signed into law by the Governor and created a number of changes affecting ad valorem taxation. First, SB 1830 provides long-term lessees the ability to retain their homestead exemption and related assessment limitations and exemptions in certain instances. Second, SB 1830 inserts the term "algaculture" in the definition of "agricultural purpose" and inserts the terms "aquacultural crops" in the provision specifying the valuation of certain annual agricultural crops, nonbearing fruit trees and nursery stock. Third, SB 1830 allows for an automatic renewal for assessment reductions related to certain additions to homestead properties used as living quarters for a parent or grandparent and aligns related appeal and penalty provisions to those for other homestead exemptions. Fourth, SB 1830 deletes a statutory requirement that the owner of the property must reside upon the property to qualify for a homestead exemption. Fifth, SB 1830 clarifies the property tax exemptions counties and cities may provide for certain low income persons age 65 and older. Sixth, SB 1830 removes a residency requirement that a senior disabled veteran must have been a Florida resident at the time they entered the service to qualify for certain property tax exemptions. Seventh, SB 1830 repeals the ability for certain limited liability partnerships to qualify for the affordable housing property tax exemption. Eighth, SB 1830 exempts property used exclusively for educational purposes when the entities that own the property and the educational facility are owned by the same natural persons. During the Florida Legislature's 2013 Regular Session, the Florida Legislature passed House Bill 277 ("HB 277"), which was signed into law by the Governor. HB 277 provides that certain renewable energy devices are exempt from being considered when calculating the assessed value of residential property. HB 277 only applies to devices installed on or after January 1, 2013. HB 277 took effect on July 1, 2013. The 2016 Florida Legislature passed House Joint Resolution 193, which proposed an amendment to the Florida Constitution to expand the existing renewable energy devices exemption for residential property to commercial and industrial properties. In the August 30, 2016 special election, 21 voters approved the amendment to authorize the Florida Legislature, by general law, to exempt from ad valorem taxation the assessed value of solar or renewable energy source devices subject to tangible personal property tax, and to authorize the Florida Legislature, by general law, to prohibit consideration of such devices in assessing the value of real property for ad valorem taxation purposes. During the Florida Legislatures' 2015 Regular Session, the Florida Legislature enacted House Bill 361 ("HB 361"), granting certain leasehold interests and improvements to land owned by the United States or an agency thereof, a branch of the U.S. Armed Forces, or a quasi -governmental agency, an exemption from ad valorem taxation. HB 361 exempts such leasehold interests and improvements without the need to apply for the exemption or for the property appraiser to approve the exemption. HB 361 was signed into law on May 21, 2015 and applies retroactively to January 1, 2007. During the 2021 legislative session, House Bill 7061 ("HB 7061") was passed and signed into law by the Governor which included certain provisions which apply to property taxes, including: (i) increasing a property tax discount from 50% to a full exemption for certain multifamily projects that provide affordable housing to low-income families; (ii) clarifying the application of an exemption from ad valorem taxation for portions of property used for charitable, religious, scientific, or literary purposes; (iii) provided property tax relief for elevation of certain properties vulnerable to flooding; (iv) allowing certain transfers of property without loss of homestead protection; (v) providing tax exemptions for property used by an educational institution for educational purposes; (vi) requiring the tax collector to accept late payments on the first installment of prepaid property taxes, and removed the late payment penalty for those payments; and (vii) removing the requirement for certain hospitals to report charitable services. During the 2022 legislative session, the State Senate and House passed House Bill 777 ("HB 777"), which requires a local government seeking voter approval to levy certain optional local taxes to be held at a general election. The bill applies to the following local option taxes: tourist development taxes; tourist impact taxes; ad valorem taxes levied by a children's services independent special 22 district; county, municipal and school district voted millage increase and local option fuel taxes and took effect on October 1, 2022. On March 28, 2023, the Governor signed into law Senate Bill 102 (the "Live Local Act"), effective July 1, 2023. In addition to certain changes affecting the application of land use and zoning rules by local governments to promote the development of affordable housing, the Live Local Act provides a 75% to 100% exemption from ad valorem taxes for certain affordable housing. Proposed Amendments. The amendments to the Florida Constitution and Florida Statutes described above affect the assessed value of real property subject to ad valorem taxation and the rates that may be used to tax such assessed value. Constitutional amendments and legislative measures to expand exemptions from taxation or further restrict ad valorem tax payment requirements have been proposed during most of the recent election cycles and sessions of the Florida Legislature. To become effective, amendments to the Florida Constitution, which are required to modify, or to provide the authority to modify, existing ad valorem tax requirements, must be approved by at least sixty percent (60%) of Florida voters in a general election. During the 2024 Florida Legislative session, the Florida Legislature passed House Joint Resolution 7017 ("HJR 7017") proposing an amendment to the Florida Constitution to require an annual adjustment for inflation to the value of current or future homestead exemptions, beginning January 2025. The amendment proposed in HJR 7017 will be on the ballot in the November 2024 general election. If passed by voters, the amendment would result in annual increases in the homestead exemption applicable to certain eligible properties and thereby reduce ad valorem tax revenue collections. However, the City does not expect that HJR 7017, as approved by the voters, will have a material, adverse impact on the collections of Pledged Revenues or its ability to pay debt service on the Series 2024 Bonds. Historically, various legislative proposals and constitutional amendments relating to ad valorem taxation have been introduced in each session of the State legislature. Many of these proposals have provided for new or increased exemptions to ad valorem taxation and limited increases in assessed valuation of certain types of property or otherwise restricted the ability of local governments in the State to levy ad valorem taxes at current levels. There is no way to predict, with any reasonable degree of certainty, whether any additional property tax amendments will be proposed in the future or if any of the proposed amendments to the Florida Constitution affecting ad valorem taxation that may be presented actually will be presented to and passed by the Florida Legislature, signed by the Governor or approved by sixty percent (60%) of the voters of the State when presented in an election. There is also no way to predict, with any reasonable degree of certainty, the actual impact on available ad valorem tax revenues if any of the proposed amendments to the Florida Constitution or any additional property tax amendments that may be proposed in the future becomes a ballot question that is approved by sixty percent (60%) of the voters of Florida. However, the City is not aware of any planned legislative measure or amendment to the Florida Constitution that would have a material, adverse impact on its collection of ad valorem tax revenues. LEGAL MATTERS Certain legal matters incident to the validity of the Series 2024 Bonds are subject to the approval of Butler Snow LLP, Bond Counsel, Jacksonville, 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 2024 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 1 Statement or otherwise shall create no implication that Bond Counsel has reviewed or expresses any opinion concerning any of the matters referenced in the opinion subsequent to its date. 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 2024 Bonds that may be prepared or made available by the City, the Underwriters or others to the holders of the Series 2024 Bonds or other parties. Certain legal matters will be passed upon for the City by George K. Wysong III, Esq., City Attorney, Bryant Miller Olive P.A., Miami, Florida, Issuer's Counsel to the City, and by Akerman LLP, Miami, Florida, Disclosure Counsel to the City. Bond Counsel and Disclosure Counsel may, from time -to -time, serve as counsel to the Underwriters on matters unrelated to the issuance of the Series 2024 Bonds. 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 2024 Bonds, or any proceedings or transactions relating to their issuance, sale, execution, or delivery, or the adoption of the Bond Resolution, or the levy or collection of the Limited Ad Valorem Tax revenues or 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. As with most large metropolitan governmental entities, the City experiences litigation, claims and various legal and regulatory proceedings in the ordinary course of operations. Although the outcome of these matters is not presently determinable, it is the opinion of management of the City based upon consultation with legal counsel, that the outcome of these matters will not have an adverse material effect on the financial position of the City beyond the amount accrued for its self -insured liability and the amount accrued for estimated probable losses to date. Some of the more notable pending or recent proceedings are described below. William O. Fuller and Martin Pinilla, II v. Joe Carollo District 3 Commissioner Carollo has been brought into several lawsuits, either as a defendant or in a suit against the City pursuant to actions which are alleged to be attributable to him. In William O. Fuller and Martin Pinilla, II v. Joe Carollo, the City of Miami, Maria Lugo and John Does 1-10, the plaintiffs filed a civil rights complaint against City Commissioner Carollo, as an individual, alleging the Commissioner retaliated against them in violation of their First Amendment rights. The plaintiffs amended their complaint and dismissed the City and Lugo as parties. A $63.5 million verdict was rendered against Commissioner Carollo, as an individual, after a jury trial. Post -trial motions are still pending, and appeals and cross appeals have been filed in the case. In The Mad Room LLC d/b/a Ball and Chain, Altos Exicano, LLC d/b/a Taquerias Mexicano, Little Havana Arts Building, LLC, and La 2 Gran Fiesta v. City of Miami, the complaint alleges that the City targeted plaintiffs for code enforcement because of political positions taken by the plaintiff's principals. The claims include procedural due process and substantive due process violations under state and federal law as well as tortious interference with business relationships under state law. The City's motion to dismiss the amended complaint is pending. The City does not believe that these suits will affect the operations of the City, nor does it believe they will affect the sale or repayment of the Series 2024 Bonds. On November 6, 2023 a new complaint was filed in the United States District Court for the Southern District of Florida by William O. Fuller, Martin Pinilla, II and fourteen entities ("New Plaintiff Group"), against the City, and multiple City officials and/or employees in their individual capacities, including Joe Carollo, Arthur Noriega, Victoria Mendez, Rachel Dooley, Asael Marrero, Daniel S. Goldberg, William Ortiz, Luis Torres, Adrian Plasencia, Rene Diaz, and Ivonne Bayona, and John Does 1-20 (collectively, "Defendants"). New Plaintiff Group alleges a violation of the constitutional right to free speech and freedom of association and civil conspiracy to violate the constitutional right to free speech and freedom of association. The new complaint seeks actual damages in excess of $60 million as well as punitive damages. The allegations in the complaint are similar to the allegations made in the cases disclosed above filed against the City and Joe Carollo. The court has dismissed the New Plaintiff Group's complaint twice, and the New Plantiff Group had until Friday, April 19, 2024 at noon to submit a second amended complaint. The court is reviewing the second amended complaint and will dismiss any complaints the court deems to have violated its March 27, 2024 Order dismissing the first amended complaint. The City does not believe that this suit will affect the operations of the City, nor does it believe it will affect the sale or repayment of the Series 2024 Bonds. Richard Klugh et al v. City of Miami In 2022, Richard Klugh filed a class action lawsuit alleging a constitutional challenge to a City of Miami ordinance and the related City regulations that impose a parking surcharge. Under Fla. Stat. § 166.271(1), a municipality may impose and collect a parking surcharge if it satisfies the following preconditions: (1) the municipality is located in county with a population of more than 500,000, (2) the municipality has a resident population of 200,000 or more, and (3) "more than 20 percent of the real property" in the municipality is exempt from ad valorem taxes. Plaintiffs alleged that since as early as 2017, more than 20 percent of the real property in the City was not exempt from ad valorem taxes. Thus, according to Plaintiffs, the City no longer satisfies a precondition for imposing and collecting the parking surcharge, and the Plaintiff seeks, among other remedies, a refund of the parking surcharge paid by the class members. In January 2024, a Miami -Dade Circuit Judge issued a non -final ruling favoring plaintiff's interpretation of the statute. The case is pending trial. The average annual collection of the parking surcharge since fiscal year 2017 is $23.4 million. 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 3 defaulted on the payment of principal or interest with respect to obligations issued by the City after December 31, 1975. TAX MATTERS Series 2024A Bonds In the opinion of Butler Snow LLP, Bond Counsel, under existing laws, regulations, published rulings, and judicial decisions, interest on the Series 2024A Bonds (including any original issue discount properly allocable to the owner of a Series 2024A Bond) is excludable from gross income for federal income tax purposes and is not a specific preference item for purposes of the federal alternative minimum tax, however, such interest is taken into account in determining the annual adjusted financial statement income of applicable corporations (as defined in Section 59(k) of the Code) for the purpose of computing the alternative minimum tax imposed on corporations. The opinion described above assumes the accuracy of certain representations and compliance by the City with covenants designed to satisfy the requirements of the Code that must be met subsequent to the issuance of the Series 2024A Bonds. Failure to comply with such requirements could cause interest on the Series 2024A Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Series 2024A Bonds. The City has covenanted to comply with such requirements. Bond Counsel has expressed no opinion regarding other federal tax consequences arising with respect to the Series 2024A Bonds. The accrual or receipt of interest on the Series 2024A Bonds may otherwise affect the federal income tax liability of the owners of the Series 2024A Bonds. The extent of these other tax consequences will depend on such owners' particular tax status and other items of income or deduction. Bond Counsel has expressed no opinion regarding any such consequences. Purchasers of the Series 2024A Bonds, particularly purchasers that are corporations (including S corporations and foreign corporations operating branches in the United States of America), property or casualty insurance companies, banks, thrifts or other financial institutions, certain recipients of social security or railroad retirement benefits, taxpayers entitled to claim the earned income credit, taxpayers entitled to claim the refundable credit in Section 36B of the Code for coverage under a qualified health plan or taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry tax-exempt obligations, should consult their tax advisors as to the tax consequences of purchasing or owning the Series 2024A Bonds. Series 2024B Bonds In the opinion of Bond Counsel, interest on the Series 2024B Bonds is includable in gross income under federal income tax laws in effect on the date of delivery of the Series 2024B Bonds. Original Issue Discount The Series 2024 Bonds that have an original yield above their respective interest rates, as shown on the inside cover of this Official Statement (collectively, the "Discount Bonds"), are being sold at an original issue discount. The difference between the initial public offering prices of such Discount Bonds and their stated amounts to be paid at maturity constitutes original issue discount treated in the same manner for federal income tax purposes as interest, as described above. 4 The amount of original issue discount that is treated as having accrued with respect to a Discount Bond or is otherwise required to be recognized in gross income is added to the cost basis of the owner of the bond in determining, for federal income tax purposes, gain or loss upon disposition of such Discount Bond (including its sale, redemption or payment at maturity). Amounts received on disposition of such Discount Bond that are attributable to accrued or otherwise recognized original issue discount will be treated as federally tax-exempt interest, rather than as taxable gain, for federal income tax purposes. Original issue discount is treated as compounding semiannually, at a rate determined by reference to the yield to maturity of each individual Discount Bond, on days that are determined by reference to the maturity date of such Discount Bond. The amount treated as original issue discount on such Discount Bond for a particular semiannual accrual period is equal to (a) the product of (i) the yield to maturity for such Discount Bond (determined by compounding at the close of each accrual period) and (ii) the amount that would have been the tax basis of such Discount Bond at the beginning of the particular accrual period if held by the original purchaser, less (b) the amount of any interest payable for such Discount Bond during the accrual period. The tax basis for purposes of the preceding sentence is determined by adding to the initial public offering price on such Discount Bond the sum of the amounts that have been treated as original issue discount for such purposes during all prior periods. If such Discount Bond is sold between semiannual compounding dates, original issue discount that would have been accrued for that semiannual compounding period for federal income tax purposes is to be apportioned in equal amounts among the days in such compounding period. Owners of Discount Bonds should consult their tax advisors with respect to the determination and treatment of original issue discount accrued as of any date, with respect to when such original issue discount must be recognized as an item of gross income and with respect to the state and local tax consequences of owning a Discount Bond. Subsequent purchasers of Discount Bonds that purchase such Discount Bonds for a price that is higher or lower than the "adjusted issue price" of the Discount Bonds at the time of purchase should consult their tax advisors as to the effect on the accrual of original issue discount. Original Issue Premium The Series 2024 Bonds that have an original yield below their respective interest rates, as shown on the inside cover of this Official Statement (collectively, the "Premium Bonds"), are being sold at a premium. An amount equal to the excess of the issue price of a Premium Bond over its stated redemption price at maturity constitutes premium on such Premium Bond. A purchaser of a Premium Bond must amortize any premium over such Premium Bond's term using constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium Bonds callable prior to their maturity, generally by amortizing the premium to the call date, based on the purchaser's yield to the call date and giving effect to any call premium). As premium is amortized, the amount of the amortization offsets a corresponding amount of interest for the period, and the purchaser's basis in such Premium Bond is reduced by a corresponding amount resulting in an increase in the gain (or decrease in the loss) to be recognized for federal income tax purposes upon a sale or disposition of such Premium Bond prior to its maturity. Even though the purchaser's basis may be reduced, no federal income tax deduction is allowed. Purchasers of the Premium Bonds should consult their tax advisors with respect to the determination and treatment of premium for federal income tax purposes and with respect to the state and local tax consequences of owning a Premium Bond. 5 Backup Withholding Backup withholding may be imposed on payments to any owner of the Series 2024 Bonds that fail to provide certain required information including an accurate taxpayer identification number to any person required to collect such information pursuant to Section 6049 of the Code. The reporting requirement does not in and of itself affect or alter the excludability of interest on the Series 2024A Bonds from gross income for federal income tax purposes or any other federal tax consequence of purchasing, holding or selling federally tax-exempt obligations. Florida Tax Matters It is also the opinion of Bond Counsel that, under existing law, the Series 2024 Bonds and the interest thereon are exempt from taxation under the laws of the State of Florida, except as to estate taxes imposed by Chapter 198, Florida Statutes, as amended, and net income and franchise taxes imposed by Chapter 220, Florida Statutes, as amended. Changes in Federal and State Tax Law From time to time, there are legislative proposals in the Congress and in the states that, if enacted, could alter or amend the federal and state tax matters referred to under this heading "TAX MATTERS" or adversely affect the market value of the Series 2024 Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether if enacted it would apply to bonds issued prior to enactment. In addition, regulatory actions are from time to time announced or proposed and litigation is threatened or commenced which, if implemented or concluded in a particular manner, could adversely affect the market value of the Series 2024 Bonds. It cannot be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Series 2024 Bonds or the market value thereof would be impacted thereby. Purchasers of the Series 2024 Bonds should consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are based on existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Series 2024 Bonds, and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives or litigation. The opinion of Bond Counsel does not cover the treatment for federal income tax purposes of any monies received in payment of or in respect to the Series 2024 Bonds subsequent to the occurrence of an Event of Default under the Bond Resolution. Prospective purchasers of the Series 2024 Bonds are advised to consult their own tax advisors prior to any purchase of the Series 2024 Bonds as to the impact of the Code upon their acquisition, holding or disposition of the Series 2024 Bonds. RATINGS Moody's Investors Service, Inc. and S&P Global Ratings, a division of S&P Global Inc. have assigned their municipal bond ratings of "" ( outlook)," and "" ( outlook)," respectively to the Series 2024 Bonds. 6 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 2024 Bonds. An explanation of the significance of the ratings can be received from the rating agencies, at the following addresses: Moody's Investor Service, 250 Greenwich Street, New York, New York 10007 and S&P Global Ratings, 55 Water Street, New York, New York 10041. 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 2024 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 2024 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. 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. FINANCIAL STATEMENTS The Annual Comprehensive Financial Report of the City of Miami for the Fiscal Year ended September 30, 2023 (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, 2023" 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 Siebert Williams Shank & Co., LLC, on behalf of itself, Blaylock Van, LLC, Estrada Hinojosa & Company, Inc., and Jefferies LLC (collectively, the "Underwriters"), has agreed, subject to certain conditions, to purchase the Series 2024 Bonds from the City at an aggregate purchase price of $ (which is calculated as the principal amount of the Series 2024 Bonds of $ , [plus/less] [net] original issue [premium/discount] of $ , and less an Underwriters' discount of $ (or approximately %) of the principal amount of the Series 2024 Bonds). 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 2024 Bonds if any Series 2024 Bonds are purchased. The Series 2024 Bonds may be offered and sold to certain dealers (including dealers depositing such Series 2024 Bonds into 7 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. Certain of the Underwriters and their respective affiliates may be full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non -financial activities and services. In the course of their various business activities, the Underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the City (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the City. The Underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments. The City does not endorse or express any opinion as it relates to any investment recommendations, market color or trading ideas, or independent research views presented or communicated by the Underwriters and their respective affiliates. The City is not responsible for the aforementioned investment recommendations, market color or trading ideas, or independent research views presented or communicated by the Underwriters and their respective affiliates or any actions taken by the Underwriters and their respective affiliates clients, potential clients, or any individuals or persons relying on said investment recommendations, market color or trading ideas, or independent research views. In addition, certain of the Underwriters have entered into distribution agreements with affiliates or other broker -dealers (that have not been designated by the City as Underwriters) for the distribution of the Series 2024 Bonds at the original issue prices. Such agreements generally provide that the relevant Underwriter will share a portion of its underwriting compensation or selling concession with such broker - dealers. CONTINGENT FEES The City has retained Issuer's Counsel, Bond Counsel, Disclosure Counsel and a Financial Advisor with respect to the authorization, sale, execution and delivery of the Series 2024 Bonds. Payment of the fees of such professionals and an underwriting discount to the Underwriters are each contingent upon the issuance of the Series 2024 Bonds. ENFORCEABILITY OF REMEDIES The remedies available to the owners of the Series 2024 Bonds upon an event of default under the Bond Resolution are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including specifically the federal bankruptcy code, the remedies specified by the Bond Resolution and the Series 2024 Bonds may not be readily available or may be limited. For example, the Series 2024 Bonds may be treated as unsecured obligations of the City under Chapter 9 of the federal bankruptcy code and the ability 8 of a Bondholder to seek and obtain a writ of mandamus may be limited if a Chapter 9 proceeding was instituted by the City, which in the State requires the approval of the Governor. The various legal opinions to be delivered concurrently with the delivery of the Series 2024 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 will covenant for the benefit of the holders of the Series 2024 Bonds to provide certain financial information and operating data relating to the City and the Series 2024 Bonds in each year (the "Annual Report"), and to provide notices of the occurrence of certain enumerated events. Such covenant will only apply so long as the Series 2024 Bonds remain outstanding. The Annual Report and any notices of enumerated 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 (the "Continuing Disclosure Agreement") attached hereto as APPENDIX E to be executed by the City at the time of issuance of the Series 2024 Bonds. The specific nature of the information to be contained in the Annual Report and the notices of material events are described in "APPENDIX E - FORM OF CONTINUING DISCLOSURE AGREEMENT" attached hereto, which will be executed by the City at the time of issuance of the Series 2024 Bonds. Failure of the City to comply with the provisions of the Continuing Disclosure Agreement will not constitute an event of default under the Bond Resolution. It is the position of the City that the sole and exclusive remedy of any holder of a Series 2024 Bond for enforcement of the provisions of the 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 LLC. With respect to the Series 2024 Bonds, no party other than the City is obligated to provide, nor is expected to provide, any continuing disclosure information. The City has undertaken certain continuing disclosure obligations in prior continuing disclosure certificates in connection with its outstanding debt to provide certain financial and operating information and notices to EMMA. Within the last 5 years, the City has complied in all material respects with its existing continuing disclosure undertakings, except that: (i) the City failed to timely file an event notice in 2020 for the incurrence of a financial obligation for its Special Obligation Non -Ad Valorem Revenue Refunding Note, Taxable Series 2020 (Port of Miami Tunnel Project); and (ii) the City failed to timely file an event notice in 2021 for the incurrence of a financial obligation for its Amendment No. 4 to Loan Agreement SW 132000 with the State of Florida Department of Environmental Protection in connection with the Wagner Creek/Seybold Canal project. The City is currently in compliance in all material respects with its previous continuing disclosure undertakings. 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 9 reference to each such document for full and complete statements of all matters of fact relating to the Series 2024 Bonds, the security for the payment of the Series 2024 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 and the likelihood of success in developing and expanding. 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 Use of the words "shall" or "will" in this Official Statement in summaries of documents to describe future events or continuing obligations is not intended as a representation that such event or obligation will occur but only that the document contemplates or requires such event to occur or obligation to be fulfilled. 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 or opinions 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 2024 Bonds. 10 AUTHORIZATION OF OFFICIAL STATEMENT The execution and delivery of this Official Statement and its distribution and use by the Underwriters have been duly authorized and approved by the City. At the time of delivery of the Series 2024 Bonds, the City will furnish a certificate to the effect that nothing has come to their 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 will be expressed), as of its date and as of the date of delivery of the Series 2024 Bonds, contain 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: Arthur Noriega V, City Manager By: Larry Spring, Chief Financial Officer 11 APPENDIX A GENERAL INFORMATION REGARDING THE CITY OF MIAMI AND MIAMI-DADE COUNTY APPENDIX B THE MASTER RESOLUTION, THE SERIES RESOLUTION AND THE SUPPLEMENTAL RESOLUTION APPENDIX C ANNUAL COMPREHENSIVE FINANCIAL REPORT OF THE CITY OF MIAMI FOR FISCAL YEAR ENDED SEPTEMBER 30, 2023 APPENDIX D FORM OF BOND COUNSEL OPINION APPENDIX E FORM OF CONTINUING DISCLOSURE AGREEMENT EXHIBIT F FORM OF DISCLOSURE DISSEMINATION AGENT AGREEMENT 86008475.v9 AKERMAN DRAFT 04/30/2024 CONTINUING DISCLOSURE AGREEMENT This Continuing Disclosure Agreement (the "Disclosure Agreement") is executed and delivered by and between the City of Miami, Florida (the "Issuer") and Digital Assurance Certification LLC, a Florida limited liability company (the "Dissemination Agent"), in connection with the issuance of the Issuer's $[ ] City of Miami, Florida Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs) Tax -Exempt Series 2024 (the "Series 2024 Bonds"). The Series 2024 Bonds are being issued under the authority of, and in full compliance with, the Constitution and the laws of the State of Florida, including Chapter 163, Chapter 166, Part II, and Chapter 159, Part VII, Florida Statutes, the Charter of the City, and other applicable provisions of law (the "Act") and pursuant to Resolution No. R-19-0062 adopted by the City Commission on February 14, 2019 (the "Master Resolution" or the "Series Resolution"), as supplemented and particularly as supplemented by Resolution No. R-24-1 ] adopted by the City Commission on [ ], 2024 (the "Supplemental Resolution", together with the Master Resolution and the Series Resolution, the "Bond Resolution"). Capitalized terms used but not otherwise defined herein shall have the same meaning as when used in the Bond Resolution unless the context would clearly indicate otherwise. The Issuer covenants and agrees as follows: SECTION 1. PURPOSE OF THE DISCLOSURE AGREEMENT. This Disclosure Agreement is being executed and delivered by the Issuer for the benefit of the holders and Beneficial Owners (defined below) of the Series 2024 Bonds and in order to assist the Participating Underwriters in complying with the continuing disclosure requirements of the Rule defined below. SECTION 2. DEFINITIONS. In addition to the definitions set forth in the Resolution which apply to any capitalized term used in this Disclosure Agreement, unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. "Dissemination Agent" shall mean Digital Assurance Certification, LLC, or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation pursuant to Section 8 of this Disclosure Agreement. "EMMA" shall mean the Electronic Municipal Market Access web portal of the MSRB, located at http://www.emma.msrb.org. "Event of Bankruptcy" shall be considered to have occurred when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated Person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision E-1 75839683;2 AKERMAN DRAFT 04/30/2024 and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated Person. "Financial Obligation" shall mean a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) a guarantee of (i) or (ii). The term Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the Municipal Securities Rulemaking Board consistent with the Rule. "Listed Event" shall mean any of the events listed in Section 5(a) of this Disclosure Agreement. "MSRB" shall mean the Municipal Securities Rulemaking Board. "Obligated Person" shall mean any person, including the Issuer, who is either generally or through an enterprise, fund, or account of such person committed by contract or other arrangement to support payment of all, or part of the obligations on the Series 2024 Bonds (other than providers of municipal bond insurance, letters of credit, or other liquidity or credit facilities). "Participating Underwriters" shall mean the original underwriters of the Series 2024 Bonds required to comply with the Rule in connection with offering of the Series 2024 Bonds. "Repository" shall mean each entity authorized and approved by the Securities and Exchange Commission from time to time to act as a repository for purposes of complying with the Rule. As of the date hereof, the Repository recognized by the Securities and Exchange Commission for such purpose is the MSRB, which currently accepts continuing disclosure submissions through EMMA. "Rule" shall mean the continuing disclosure requirements of Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. SECTION 3. PROVISION OF ANNUAL REPORTS. (a) The Issuer shall, or shall cause the Dissemination Agent to, not later than June 30 after the end of the Issuer's last fiscal year (presently ends September 30), commencing with the report for the 2023-2024 fiscal year, provide to any Repository in the electronic format as required and deemed acceptable by such Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Agreement; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report only if they are not available by that date so long as they are provided when they become available. If the Issuer's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event. E-2 75839683;2 AKERMAN DRAFT 04/30/2024 (b) Not later than fifteen (15) Business Days prior to the date set forth in (a) above, the Issuer shall provide the Annual Report to the Dissemination Agent (if other than the Issuer). If the Issuer is unable to provide EMMA an Annual Report by the date required in subsection (a), the Issuer shall send a notice to EMMA, in substantially the form attached as Exhibit A, accompanied by a cover sheet in the form set forth as Exhibit B. (c) The Dissemination Agent shall, if the Dissemination Agent is other than the Issuer, file a report with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided to EMMA. SECTION 4. CONTENT OF ANNUAL REPORTS. The Issuer's Annual Report shall contain or include by reference the following: (a) the audited financial statements of the Issuer for the prior fiscal year, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Issuer's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement dated [ , 2024] (the "Official Statement"), and the audited financial statements shall be filed in the same manner as the Annual Report when they become available; and (b) updates to the historical financial information and operating data presented in the Official Statement in the following tables: 1. Property Tax Rates; 2. Net Assessed Value and Estimated Actual Value of Taxable Property; 3. Property Tax Levies and Collections; 4. Ten Largest Tax Assessments; 5. Legally Available Non -Ad Valorem Revenues -Fiscal Year Ended September 30th; 6. Schedule of Principal and Interest for Non -Ad Valorem Revenue Bonds; 7 Summary Schedule of Revenues, Expenditures and Net Changes in Fund Balance for the General Fund; 8. Direct Debt; 9. Appendix A: Labor Force and Employment Statistics, Greater Miami Metropolitan Area; 10. Appendix A: Principal Employers; E-3 75839683;2 AKERMAN DRAFT 04/30/2024 11. Appendix A: Record of Building Permits; 12. Appendix A: Population; 13. Appendix A: Direct and Overlapping Governmental Activities Debt; and 14. Appendix A: Summary of Debt Ratios, Measurements and Debt Constraints Criteria. The information provided under Section 4(b) may be included by specific reference to other documents, including official statements of debt issues of the Issuer or related public entities, which have been submitted to EMMA or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from EMMA. The Issuer shall clearly identify each such other document so included by reference. SECTION 5. REPORTING OF SIGNIFICANT EVENTS. (a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given, notice with EMMA of the occurrence in a timely manner not in excess of ten (10) business days after the occurrence of any of the following events with respect to the Series 2024 Bonds, with the exception of the event described in number 17 below, which notice shall be given in a timely manner: 1. principal and interest payment delinquencies; 2. non-payment related defaults if material; 3. unscheduled draws on the debt service reserves reflecting financial difficulties; 4. unscheduled draws on credit enhancements reflecting financial difficulties; 5. substitution of credit or liquidity providers, or their failure to perform; 6. adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Series 2024 Bonds, or other material events affecting the tax status of the Series 2024 Bonds; 7. modifications to rights of the holders of the Series 2024 Bonds, if material; 8. bond calls, if material, and tender offers; 9. defeasances; 10. release, substitution, or sale of property securing repayment of the Series 2024 Bonds; E-4 75839683;2 AKERMAN DRAFT 04/30/2024 11. ratings changes; 12. an Event of Bankruptcy or similar event of an Obligated Person; 13. the consummation of a merger, consolidation, or acquisition involving the Issuer or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; 14. appointment of a successor or additional trustee or paying agent or the change of name of a trustee or paying agent, if material; 15. incurrence of a Financial Obligation of the Issuer or Obligated Person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer or Obligated Person, any of which affect security holders, if material; 16. default, event of acceleration, termination event, modification of terms, or other similar events under the terms of the Financial Obligation of the Issuer or Obligated Person, any of which reflect financial difficulties; and 17. notice of any failure on the part of the Issuer to meet the requirements of Section 3 hereof. SECTION 6. IDENTIFYING INFORMATION. In accordance with the Rule, all disclosure filings submitted pursuant to this Disclosure Agreement to any Repository must be accompanied by identifying information as prescribed by the Repository. Such information may include, but not be limited to: (a) the category of information being provided; (b) the period covered by any annual financial information, financial statement or other financial information or operation data; (c) the issues or specific securities to which such documents are related (including CUSIPs, issuer name, state, issue description/securities name, dated date, maturity date, and/or coupon rate); (d) the name of any Obligated Person other than the Issuer; (e) the name and date of the document being submitted; and (f) contact information for the submitter. SECTION 7. TERMINATION OF REPORTING OBLIGATION. The Issuer's obligations under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Series 2024 Bonds, so long as there is no remaining E-5 75839683;2 AKERMAN DRAFT 04/30/2024 liability of the Issuer, or if the Rule is repealed or no longer in effect. If such termination occurs prior to the final maturity of the Series 2024 Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event. SECTION 8. DISSEMINATION AGENT. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement (to be effective upon appointee filing with the Issuer a written acceptance of its designation as Dissemination), and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Agreement. The initial Dissemination Agent shall be Digital Assurance Certification LLC, a Florida limited liability company. SECTION 9. AMENDMENT; WAIVER. Notwithstanding any other provision of this Disclosure Agreement, the Issuer may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the Issuer, or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Series 2024 Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the holders or Beneficial Owners of the Series 2024 Bonds in the same manner as provided in the Resolution for amendments to the Resolution with the consent of holders or Beneficial Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or Beneficial Owners of the Series 2024 Bonds. Notwithstanding the foregoing, the Issuer shall have the right to adopt amendments to this Disclosure Agreement necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission from time to time. In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Issuer shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event, and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. E-6 75839683;2 AKERMAN DRAFT 04/30/2024 SECTION 10. ADDITIONAL INFORMATION. Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Issuer, as applicable, shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 11. DEFAULT. The continuing disclosure obligations of the Issuer set forth herein constitute a contract with the holders of the Series 2024 Bonds. In the event of a failure of the Issuer to comply with any provision of this Disclosure Agreement, any Holder or Beneficial Owner of the Series 2024 Bonds may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer, as applicable, to comply with its obligations under this Disclosure Agreement; provided, however, the sole remedy under this Disclosure Agreement in the event of any failure of the Issuer to comply with the provisions of this Disclosure Agreement shall be an action to compel performance. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Resolution. SECTION 12. DUTIES, IMMUNITIES AND LIABILITIES OF DISSEMINATION AGENT. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and the Issuer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorney's fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Series 2024 Bonds. [Remainder of page intentionally left blank] E-7 75839683;2 AKERMAN DRAFT 04/30/2024 SECTION 13. BENEFICIARIES. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriters and holders and Beneficial Owners from time to time of the Series 2024 Bonds, and shall create no rights in any other person or entity. Dated: , 2024. CITY OF MIAMI, FLORIDA, as Issuer [SEAL] By: City Manager ATTEST: By: Todd B. Hannon City Clerk APPROVED AS TO FORM AND CORRECTNESS: By: George K. Wysong III, Esq. City Attorney DIGITAL ASSURANCE CERTIFICATION LLC, a Florida limited liability company, as Dissemination Agent By: Name: Title: E-8 75839683;2 AKERMAN DRAFT 04/30/2024 EXHIBIT A NOTICE TO REPOSITORY OF FAILURE TO FILE ANNUAL REPORT Obligated Person: City of Miami, Florida Name of Bond Issue: City of Miami, Florida Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs) Tax -Exempt Series 2024 Date of Issuance: CUSIP Number: [ ], 2024 [ ] NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above -named Bonds as required by Sections 3 and 4(b) of the Continuing Disclosure Agreement dated [ , 2024]. The Issuer has notified the Dissemination Agent that it anticipates that the Annual Report will be filed by Dated: THE CITY OF NHANH, FLORIDA By: Name: Title: E-9 75839683;2 AKERMAN DRAFT 04/30/2024 EXHIBIT B EVENT NOTICE COVER SHEET This cover sheet and accompanying "event notice" will be sent to the MSRB, pursuant to Securities and Exchange Commission Rule 15c2-12(b)(5)(i)(C) and (D). Issuer's and/or Other Obligated Person's Name: Issuer's Six -Digit CUSIP Number: or Nine -Digit CUSIP Number(s) of the Series 2024 Bonds to which this event notice relates: Number of pages attached: Description of Notice Events (Check One): 1. "Principal and interest payment delinquencies;" 2. "Non -Payment related defaults, if material;" 3. "Unscheduled draws on debt service reserves reflecting financial difficulties;" 4. "Unscheduled draws on credit enhancements reflecting financial difficulties;" 5. "Substitution of credit or liquidity providers, or their failure to perform;" 6. "Adverse tax opinions, IRS notices or events affecting the tax status of the security;" 7. "Modifications to rights of securities holders, if material; 8. "Bond calls, if material;" 9. "Defeasances;" 10. "Release, substitution, or sale of property securing repayment of the securities, if material;" 11. "Rating changes;" 12. "Bankruptcy, insolvency, receivership or similar event of the obligated person;" 13. "Merger, consolidation, or acquisition of the obligated person, if material;" 14. "Appointment of a successor or additional trustee, or the change of name of a trustee, if material;" 15. "Incurrence of a Financial Obligation of the Issuer or Obligated Person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer or Obligated Person, any of which affect security holders, if material;" E-10 75839683;2 AKERMAN DRAFT 04/30/2024 16. "Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of the Financial Obligation of the Issuer or Obligated Person, any of which reflect financial difficulties;" and 17. "Failure to provide annual financial information as required." I hereby represent that I am authorized by the Issuer or its agent to distribute this information publicly: Signature: Name: Title: Date: E-11 75839683;2 SUBSTITUTED. EXHIBIT A FORMS OF SERIES 2024 INFRASTRUCTURE BONDS FORM OF SERIES 2024A INFRASTRUCTURE BOND UNLESS THIS CERTIFICATE IS PRESENTED BY AN UTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE FOR REGISTRATIO OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS ' ISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS QUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMET IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTE I BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, / ' OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS 'RONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HA AN INTEREST HEREIN. No. R- $ UNITED STATES OF ERICA STATE OF F i RIDA CITY OF M , FLORIDA LIMITED AD VA '' REM TAX BOND (MIAMI FOREVER INF' TRUCTURE PROGRAMS), SE NI S 2024A Interest Rate Maturit Registered Owner: ate January Dated Date CUSIP Principal Amount: Dollars The City of ami, Florida (hereinafter called the "City"), for value received, hereby promises to pay to he Registered Owner identified above, or to registered assigns or legal representatives, t• he extent and from the sources provided therefor, as described herein, on the Maturity Date i • ntified above (or earlier as hereinafter provided), the Principal Amount identified above, upon p • sentation and surrender hereof at the designated office of The Bank of New York Mellon Tru Company, N.A. in Pittsburgh, Pennsylvania, as the Paying Agent for the Series 2024A B. ds, or any successor Paying Agent appointed by the City pursuant to the Bond Resoluti n hereinafter referred to, and to pay, to the extent and from the sources herein described, intere on the principal sum from the date hereof, or from the most recent interest payment date to w- ch interest has been paid, at the Interest Rate per annum identified above, until payment of 25 8600847'.v9 SUBSTITUTED. the Principal Amount, or until provision for the payment thereof has been duly provided for uch interest being payable semiannually on the first day of January and the first day of July each year, commencing on 1, 20. Interest will be paid on each such interes payment date by check or draft mailed to the Registered Owner hereof at his address as it ap I ars on the registration books of the City maintained by the Bond Registrar for the Series 424A Bonds (identified above and described herein), at the close of business on the fifteenth (15 day (whether or not a business day) of the month next preceding the interest payment date (th: Record Date"), irrespective of any transfer or exchange of such Series 2024A Bond subsequ• t to each Record Date and prior to such interest payment date, unless the City shall be in d'. ault in payment of interest due on such interest payment date. In the event of any such default .uch defaulted interest shall be payable to the person in whose name such Series 2024A Bond i egistered at the close of business on a special record date for the payment of such defaulted inte st as established by notice deposited in the U.S. mail, postage prepaid, by the Bond Registrar e the Registered Owners of Series 2024A Bonds not less than fifteen (15) days preceding such , ecial record date. Such notice shall be mailed to the persons in whose names the Series 2024A ' onds are registered at the close of business on the fifth (5th) day (whether or not a business d , preceding the date of mailing. This Series 2024A Bond is one of an authorized iss and series of bonds in the aggregate principal amount of $ (the "Series 2024A . onds") of like date, tenor and effect, except as to number, maturity and interest rate, issued t' pay the cost of acquisition, construction and equipping of certain capital improvements withi e City, pursuant to the authority of and in full compliance with the Constitution and laws ofth.tate ofFlorida, including particularly Article VII, Section 12 of the Constitution, Chapter 166 lorida Statutes, to the extent not inconsistent with and not repealed by the provisions of Sec on 166.021, Florida Statutes, the Charter of the City of Miami, Ordinance No. 12137 duly ena• ed by the City on October 11, 2001 and Resolution No. 09- duly adopted by the City on , 2024 (collectively, the "Bond Resolution"), and other applicable provisi ' s of law. This Series 2024A Bond is subject to all the terms and conditions of the Bond Resol ion, and capitalized terms not otherwise defined herein shall have the same meanings ascribe e o them in the Bond Resolution. Simultaneously with the issuance of the Series 2024A Bond , the City is issuing its $ aggregate principal amount Limited Ad Valorem Tax : ends (Miami Forever Infrastructure Programs), Taxable Series 2024B (the "Series 2024B Bon. .," and together with the Series 2024A Bonds, the "Series 2024 Bonds") under and pursuant to e Bond Resolution. This Series 2024 A : and shall not be or constitute a general indebtedness within the meaning of any constitu ' •nal or statutory provision or limitation and the City is not obligated to levy any ad valorem es other than the Limited Ad Valorem Tax (as defined in the Bond Resolution) for the p ment thereof. Neither the full faith and credit nor the ad valorem taxing power of the State of Florida or any political subdivision or agency thereof (except the taxing power of the City out only to the extent of the Limited Ad Valorem Tax) is pledged to the payment of this Series 20 4ABond, and it is expressly agreed by the Registered Owner of this Series 2024A Bond that, e pt for the Limited Ad Valorem Tax, such Registered Owner shall never have the right to co . el the exercise of the ad valorem taxing power of the City or taxation in any form on any real o personal property for the payment of the principal of, premium, if any, and interest on this Ser - s 2024A Bond or for the payment of any other amounts provi ded for in the Bond Resol ion. 26 8600847'.v9 SUBSTITUTED. The Series 2024 Bonds are special limited parity obligations of the City payable fr. (i) the Limited Ad Valorem Tax to be levied annually on all taxable property in the City, an(ii) to the extent provided in the Bond Resolution, a covenant to budget and appropriate, in e h fiscal year, legally available non -ad valorem revenues of the City in an amount which toget► -r with the amounts on deposit in the respective accounts of the Bond Fund for the Series 2► 4 Bonds is sufficient to pay the principal of, redemption premium, if any and interest on the Se ' s 2024 Bonds then due and payable; provided, however, that not more than 10% of the Maxi r m Annual Debt Service on the Series 2024 Bonds may be paid from such non -ad valorem rev• ues in any Fiscal Year. Reference is made to the Bond Resolution for the provisions, am terms, lien and security for the Series 2024 Bonds, the custody and ap the Series 2024 Bonds, the rights and remedies of the holders of th extent of and limitations on the City's rights, duties and obligation registered owner hereof assents by acceptance hereof. g others, relating to the cation of the proceeds of eries 2024 Bonds, and the o all of which provisions the [INSERT THE FOLLOWING REDEMPTION PRO SIONS ONLY IF THE SERIES 2024A BONDS ARE SUBJECT TO REDEMPTION] [The Series 2024ABonds maturing January 1, prior to maturity, in part, as selected by lot, at a redem thereof on January 1, and on each January 1 t * Maturity.] are subject to mandatory redemption ion price of 100% of the principal amount reafter in the following principal amounts: Date Principal Amount [The Series 2024A [further] subject to redem 1, , a and by lot within a ma amount) set forth in th date to the redempti * B ds maturing on and thereafter shall be on prior to their maturity, at the option of the City on or after a whole or in part at any time (selected by the City among maturities rity), at the redemption prices (expressed as percentages of principal ollowing table, plus accrued interest from the most recent interest payment date: edemption Periods (Both Dates Inclusive) January 1 through December 31, January and thereafter] 27 1, Redemption Prices 8600847'.v9 SUBSTITUTED. [Notice of call for redemption is to be given by mailing a copy of the redemption nice by U.S. mail at least thirty (30) days prior to the date fixed for redemption to the registere• .wner of each Series 2024ABond to be redeemed at the address shown on the registration book aintained by the City, as Bond Registrar, or any successor Bond Registrar appointed by the Ci ; pursuant to the Bond Resolution. Failure to give such notice by mailing to any Bondholde or any defect therein, shall not affect the validity of the proceedings for the redemption of . y Series 2024A Bond or portion thereof with respect to which no such failure or defect has • curred. All such Series 2024A Bonds called for redemption and for the retirement of which fu ► s are duly provided will cease to bear interest on such redemption date.] This Series 2024A Bond may be transferred upon the registrat .n books of the City upon delivery thereof to the designated office of the Bond Registrar accompanied by a written instrument or instruments of transfer in form and with guaranty • ' signature satisfactory to the Bond Registrar, duly executed by the registered owner of this aeries 2024A Bond or by such registered owner's attorney -in -fact or legal representative, cont. ning written instructions as to the details of transfer of this Series 2024A Bond, along with t social security number or federal employer identification number of such transferee. In all ases of a transfer of a Series 2024A Bond, the Bond Registrar shall at the earliest practical ti ► e in accordance with the provisions of the Bond Resolution enter the transfer of ownership in e registration books and shall deliver in the name of the new transferee or transferees a new f y registered Series 2024A Bond or Series 2024A Bonds of the same maturity and of authorize. i enomination or denominations, for the same aggregate principal amount and payable from the : me source of funds. Series 2024A Bonds may be exchanged at the office of the Bond Registrfor a like aggregate principal amount of Series 2024A Bonds, of authorized denominations •, the same series and maturity. The City and the Bond Registrar may charge the owner of s h Series 2024A Bond for the registration of every transfer or exchange of a Series 2024A B • d an amount sufficient to reimburse them for any tax, fee or any other governmental charge re'. ired (other than by the City) to be paid with respect to the registration of such transfer or ex• ange, and may require that such amounts be paid before any such new Series 2024A Bond s 1 be delivered. If the date for payment o he principal of, redemption premium, if any, or interest on this Series 2024A Bond shall be a ' aturday, Sunday, legal holiday or, if the Paying Agent is then an entity other than the City, a d on which banking institutions in the city where the corporate trust office of the Paying Agent ' located are authorized by law or executive order to close, then the date for such payment s► j11 be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on wh. such banking institutions are authorized to close, and payment on such day shall have the sa► e force and effect as if made on the nominal date of payment. The City s established a book -entry system of registration for the series of Series 2024A Bonds of whic is is one. Except as specifically provided otherwise in the Bond Resolution, an agent will hol' this Series 2024A Bond on behalf of the beneficial owner hereof. By acceptance of a confer ti on of purchase, delivery or transfer, the beneficial owner of this Series 2024ABond shall be d; med to have agreed to such arrangement. t is hereby certified and recited that this Series 2024A Bond is authorized by and is issued in c• formity with the requirements of the Constitution and statutes of the State of Florida; that 28 8600847'.v9 SUBSTITUTED. all acts, conditions and things required to exist, to happen, and to be performed precedent 'o the issuance of this Series 2024A Bond exist, have happened and have been performed in reg , ar and due form and time as required by the laws and Constitution of the State of Florida ..plicable hereto; that the issuance of the Series 2024A Bonds of this issue does not violate any c•stitutional or statutory limitation or provision; that due provision has been made for the levy . d collection of the Limited Ad Valorem Tax upon all taxable property within the corporate li is of the City (excluding exemptions as provided by applicable law), to pay the principof, redemption premium, if any, and interest on the Series 2024 Bonds as the same shall beco • due and payable, which tax shall be assessed, levied and collected at the same time and in the me manner as other ad valorem taxes are assessed, levied and collected within the corporate 1. its of the City. This Series 2024A Bond shall not be valid or become obliga ry for any purpose or be entitled to any security or benefit under the Bond Resolution until the ' certificate of Authentication endorsed hereon shall have been manually signed by the Bond Red strar. This Series 2024A Bond is and has all the qualities and i ► idents of, an investment security under the Uniform Commercial Code -Investment Securities aw of the State of Florida. IN WITNESS WHEREOF, the City of Miami, Flo and has caused the same to be signed by its City Mana City Clerk, either manually or with their facsimile sig facsimile of its seal to be reproduced hereon as of t (SEAL) ATTESTED AND COUNTERSIGNED - By: Name: Title: City Clerk 29 da, has issued this Series 2024A Bond r and attested and countersigned by its tures, and its seal to be affixed hereto or a date hereof. CITY OF MIAMI, FLORIDA By: Name: Title: City Manager APPROVED AS TO FORM AND CORRECTNESS By: Name: Title: City Attorney 8600847'.v9 SUBSTITUTED. CERTIFICATE OF AUTHENTICATION This Series 2024A Bond is one of the Series 2024A Bonds and executed der the provisions of the within mentioned Bond Resolution. THE BANK OF NEW YORK M ' LON TRUST COMPANY, N.A., as Bond Registrar By: Date of Authentication: 30 Authorized Office 8600847'.v9 SUBSTITUTED. ASSIGNMENT FOR VALUE RECEIVED, the undersigned (the "Transferor") hereby sells, as gns and transfers unto (the "Transferee") PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE the within Series 2024A Bond and all rights thereunder, and hereby appoints as attorney to register the transfer of the within Series 2024 registration and registration of transfer thereof, with full power of Date: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchang or a member firm of any other recogni d national securities exchange or a comme ial bank or a trust company. 31 i vocably constitutes and and on the books kept for bstitution in the premises. NOTICE: No transfer will be registered and no new Series 2024A Bond will be issued in the name of the Transferee, unless the signature(s) to this assignment correspond(s) with the name as it appears upon the face of the within Series 2024A Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. 8600847'.v9 SUBSTITUTED. FORM OF SERIES 2024B INFRASTRUCTURE BOND UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTH REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NE CORPORATION ("DTC"), TO THE TRUSTEE FOR REGISTRATION OF T EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQU AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OT FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRON THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN IN ZED YORK NSFER, IN THE TED BY AN ADE TO CEDE AUTHORIZED R USE HEREOF UL INASMUCH AS REST HEREIN. No. R- $ UNITED STATES OF AMEA STATE OF FLORID CITY OF MIAMI, FLO'AIDA LIMITED AD VALOREM AX BOND (MIAMI FOREVER INFRASTRUr PROGRAMS), TAXABLE SE' 1' 2024B Interest Rate Registered Owner: Principal Amount: Maturity Date Dated Date January 1, The City of Miami, promises to pay to the R representatives, to the ext Maturity Date identifie above, upon presenta Mellon Trust Com 2024B Bonds, or Resolution here interest on the to which int the Princi interest year, c date re D CUSIP Dollars orida (hereinafter called the "City"), for value received, hereby istered Owner identified above, or to registered assigns or legal t and from the sources provided therefor, as described herein, on the bove (or earlier as hereinafter provided), the Principal Amount identified n and surrender hereof at the designated office of The Bank of New York ny, N.A. in Pittsburgh, Pennsylvania, as the Paying Agent for the Series ny successor Paying Agent appointed by the City pursuant to the Bond after referred to, and to pay, to the extent and from the sources herein described, rincipal sum from the date hereof, or from the most recent interest payment date esthas been paid, at the Interest Rate per annum identified above, until payment of Amount, or until provision for the payment thereof has been duly provided for, such ing payable semiannually on the first day of January and the first day of July of each mencing on 1, 20. Interest will be paid on each such interest payment check or draft mailed to the Registered Owner hereof at his address as it appears on the tration books of the City maintained by the Bond Registrar for the Series 2024B Bonds 8600847'.v9 SUBSTITUTED. (identified above and described herein), at the close of business on the fifteenth (15th) day (wh er or not a business day) of the month next preceding the interest payment date (the "Record P . te"), irrespective of any transfer or exchange of such Series 2024B Bond subsequent to eac r ' ecord Date and prior to such interest payment date, unless the City shall be in default in p ment of interest due on such interest payment date. In the event of any such default, such defa ted interest shall be payable to the person in whose name such Series 2024B Bond is registere. ,t the close of business on a special record date for the payment of such defaulted interest as esta► fished by notice deposited in the U.S. mail, postage prepaid, by the Bond Registrar to the Re_tered Owners of Series 2024B Bonds not less than fifteen (15) days preceding such special rec• d date. Such notice shall be mailed to the persons in whose names the Series 2024B Bonds are gistered at the close of business on the fifth (5th) day (whether or not a business day) preced g the date of mailing. This Series2024B Bond is one of an authorized issue and seri:. of bonds in the aggregate principal amount of $ (the "Series 2024B Bonds") • ' like date, tenor and effect, except as to number, maturity and interest rate, issued to pay the 1st of acquisition, construction and equipping of certain capital improvements within the City, D - rsuant to the authority of and in full compliance with the Constitution and laws of the State ofFrida, including particularly Article VII, Section 12 of the Constitution, Chapter 166, Florida S tutes, to the extent not inconsistent with and not repealed by the provisions of Section 166.0, Florida Statutes, the Charter of the City of Miami, Ordinance No. 12137 duly enacted by the ity on October 11, 2001 and Resolution No. 09- duly adopted by the City on , 2024 (collectively, the "Bond Resolution"), and other applicable provisions of law. ' his Series 2024B Bond is subject to all the terms and conditions of the Bond Resolution, and pitalized terms not otherwise defined herein shall have the same meanings ascribed to them i ► the Bond Resolution. Simultaneously with the issuance of the Series 2024B Bonds, the City s issuing its $ aggregate principal amount Limited Ad Valorem Tax Bonds (Mi i Forever Infrastructure Programs), Series 2024A (the "Series 2024A Bonds," and together w the Series 2024B Bonds, the "Series 2024 Bonds") under and pursuant to the Bond Resoluti This Series 2024B Bond shnot be or constitute a general indebtedness within the meaning of any constitutional or sttory provision or limitation and the City is not obligated to levy any ad valorem taxes othe than the Limited Ad Valorem Tax (as defined in the Bond Resolution) for the payment the eof. Neither the full faith and credit nor the ad valorem taxing power of the State of Florid. •r any political subdivision or agency thereof (except the taxing power of the City, but only t, the extent of the Limited Ad Valorem Tax) is pledged to the payment of this Series 2024B Bond nd it is expressly agreed by the Registered Owner of this Series 2024B Bond that, except for t imited Ad Valorem Tax, such Registered Owner shall never have the right to compel the ex: cise of the ad valorem taxing power of the City or taxation in any form on any real or personal operty for the payment of the principal of, premium, if any, and interest on this Series 2024B : and or for the payment of any other amounts provi ded for in the Bond Resolution. The ries 2024 Bonds are special limited parity obligations of the City payable from (i) the Limite. Ad Valorem Tax to be levied annually on all taxable property in the City, and (ii) to the exte ' provided in the Bond Resolution, a covenant to budget and appropriate, in each fiscal year, le ally available non -ad valorem revenues of the City in an amount which together with the amo is on deposit in the respective accounts of the Bond Fund for the Series 2024 Bonds is su dent to pay the principal of, redemption premium, if any and interest on the Series 2024 Bonds 8600847'.v9 SUBSTITUTED. then due and payable; provided, however, that not more than 10% of the Maximum Annual r, ebt Service on the Series 2024 Bonds may be paid from such non -ad valorem revenues in any , fiscal Year. Reference is made to the Bond Resolution for the provisions, among others, r terms, lien and security for the Series 2024 Bonds, the custody and application of t the Series 2024 Bonds, the rights and remedies of the holders of the Series 202 extent of and limitations on the City's rights, duties and obligations, to all of w registered owner hereof assents by acceptance hereof. [INSERT THE FOLLOWING REDEMPTION PROVISIONS 0 2024B BONDS ARE SUBJECT TO REDEMPTION] ting to the proceeds of onds, and the h provisions the Y IF THE SERIES [The Series 2024B Bonds maturing January 1, are subj - t to mandatory redemption prior to maturity, in part, as selected by lot, at a redemption price o 00% of the principal amount thereof on January 1, and on each January 1 thereafter in tfollowing principal amounts: Date 'rincipal Amount * * Maturity.] [The Series 2024B Bonds matur g on 1, and thereafter shall be [further] subject to redemption prior t• their maturity, at the option of the City on or after 1, , as a whole or ' part at any time (selected by the City among maturities and by lot within a maturity), at the redemption prices (expressed as percentages of principal amount) set forth in the following t. 4 1e, plus accrued interest from the most recent interest payment date to the redemption date: January 1, January 1, Redemptio Periods Redemption Both Dat Inclusive Prices throw December 31, and ereafter] [Notice of call for redemption is to be given by mailing a copy of the redemption notice by U.S. mail at east thirty (30) days prior to the date fixed for redemption to the registered owner of each Seri - • 024B Bond to be redeemed at the address shown on the registration books maintained by the C y, as Bond Registrar, or any successor Bond Registrar appointed by the City pursuant to the B. d Resolution. Failure to give such notice by mailing to any Bondholder, or any defect ther:. n, shall not affect the validity of the proceedings for the redemption of any Series 2024B 8600847'.v9 SUBSTITUTED. Bond or portion thereof with respect to which no such failure or defect has occurred. All ch Series 2024B Bonds called for redemption and for the retirement of which funds are duly prided will cease to bear interest on such redemption date.] This Series 2024B Bond may be transferred upon the registration books oft City upon delivery thereof to the designated office of the Bond Registrar accompanied y a written instrument or instruments of transfer in form and with guaranty of signature sa sfactory to the Bond Registrar, duly executed by the registered owner of this Series 2024B . and or by such regi stered owner' s attorney -in -fact or legal representative, containing written ' structions as to the details of transfer of this Series 2024B Bond, along with the social secur number or federal employer identification number of such transferee. In all cases of a tra .fer of a Series 2024B Bond, the Bond Registrar shall at the earliest practical time in accorda e with the provisions of the Bond Resolution enter the transfer of ownership in the registratio' . ooks and shall deliver in the name of the new transferee or transferees a new fully registered :eries 2024B Bond or Series 2024B Bonds of the same maturity and of authorized denominatio •r denominations, for the same aggregate principal amount and payable from the same source of nds. Series 2024B Bonds may be exchanged at the office of the Bond Registrar for a like a: _regate principal amount of Series 2024B Bonds, of authorized denominations of the same se es and maturity. The City and the Bond Registrar may charge the owner of such Series 20 Bond for the registration of every transfer or exchange of a Series 2024B Bond an amount . fficient to reimburse them for any tax, fee or any other governmental charge required (other an by the City) to be paid with respect to the registration of such transfer or exchange, and m require that such amounts be paid before any such new Series 2024B Bond shall be deliver If the date for payment of the principal , redemption premium, if any, or interest on this Series 2024B Bond shall be a Saturday, Sun, y, legal holiday or, if the Paying Agent is then an entity other than the City, a day on which b. king institutions in the city where the corporate trust office of the Paying Agent is located are . thorized by law or executive order to close, then the date for such payment shall be the ne succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banki ' g institutions are authorized to close, and payment on such day shall have the same force and ect as if made on the nominal date of payment. The City has established . book -entry system of registration for the series of Series 2024B Bonds of which this is one. E. ept as specifically provided otherwise in the Bond Resolution, an agent will hold this Series 2► 4B Bond on behalf of the beneficial owner hereof. By acceptance of a confirmation of purch. , e, delivery or transfer, the beneficial owner of this Series 2024B Bond shall be deemed to have , greed to such arrangement. It is hereby c: ified and recited that this Series 2024B Bond is authorized by and is issued in conformity wit e requirements of the Constitution and statutes of the State of Florida; that all acts, conditio ' and things required to exist, to happen, and to be performed precedent to the issuance of thi .eries 2024B Bond exist, have happened and have been performed in regular and due form antime as required by the laws and Constitution of the State of Florida applicable hereto; that e issuance of the Series 2024B Bonds of this issue does not violate any constitutional or statute. limitation or provision; that due provision has been made for the levy and collection of the ited Ad Valorem Tax upon all taxable property within the corporate limits of the City (excl ing exemptions as provided by applicable law), to pay the principal of, redemption pre ium, if any, and interest on the Series 2024 Bonds as the same shall become due and payable, 8600847'.v9 SUBSTITUTED. which tax shall be assessed, levied and collected at the same time and in the same manner as • er ad valorem taxes are assessed, levied and collected within the corporate limits of the City This Series 2024B Bond shall not be valid or become obligatory for any pur entitled to any security or benefit under the Bond Resolution until the Certificate ofA endorsed hereon shall have been manually signed by the Bond Registrar. se or be entication This Series 2024B Bond is and has all the qualities and incidents of, an i estment security under the Uniform Commercial Code -Investment Securities Law of the Stat f Florida. IN WITNESS WHEREOF, the City of Miami, Florida, has issued is Series 2024B Bond and has caused the same to be signed by its City Manager and attested nd countersigned by its City Clerk, either manually or with their facsimile signatures, and its s= 1 to be affixed hereto or a facsimile of its seal to be reproduced hereon as of the date hereof. (SEAL) ATTESTED AND COUNTERSIGNED: By: Name: Title: City Clerk CITY OF L FLORIDA Bv: ame: Title: City Manager APPROVED AS TO FORM AND CORRECTNESS By: Name: Title: City Attorney 8600847'.v9 SUBSTITUTED. CERTIFICATE OF AUTHENTICATION This Series 2024B Bond is one of the Series 2024B Bonds and executed u provisions of the within mentioned Bond Resolution. THE BANK OF NEW YORK M ON TRUST COMPANY, N.A., as Bond Registrar By: Date of Authentication: Authorized Officer er the 8600847'.v9 SUBSTITUTED. ASSIGNMENT FOR VALUE RECEIVED, the undersigned (the "Transferor") hereby sells, ass ns and transfers unto (the "Transferee") PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE the within Series 2024B Bond and all rights thereunder, and hereby irr appoints as attorney to register the transfer of the within Series 2024B registration and registration of transfer thereof, with full power of s Date: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a member firm of any other recogniz national securities exchange or a commeral bank or a trust company. ocably constitutes and nd on the books kept for stitution in the premises. NOTICE: No transfer will be registered and no new Series 2024B Bond will be issued in the name of the Transferee, unless the signature(s) to this assignment correspond(s) with the name as it appears upon the face of the within Series 2024B Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. 8600847'.v9 SUBSTITUTED. EXHIBIT B PAYING AGENT AND REGISTRAR AGREEMENT 8600847'.v9 SUBSTITUTED. REGISTRAR AND PAYING AGENCY AGREEMENT between CITY OF MIAMI, FLORIDA and THE BANK OF NEW YORK MELLON T ST COMPANY, N.A. Pertainin ' t $[%-RA] City of ' iami, Florida Limited - Valorem Tax Bonds (Miami Forev Infrastructure Programs), Ta xempt Series 2024A and $[PAR B] City of Miami, Florida Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Taxable Series 2024B Dated as of [Month] 1, 2024 6285982.v5 SUBSTITUTED. TABLE OF CONTENTS ARTICLE PAGE Recitals 1 Article One Appointment Of Bank As Registrar And Paying Agent Section 1.01. Appointment. 1 Section 1.02. Compensation. 1 Article Two Definitions Section 2.01. Definitions 2 Article Thr Paying ent Section 3.01. Duties of Paying Agent. 3 Section 3.02. Payment Dates. 4 Section 4.01. Section 4.02. Section 4.03. Section 4.04. Section 4.05. Section 4.06. Section 4.07. Section 4.08. Article Four Registrar Authentica .n of Bonds. 4 Transfer d Exchange. 4 Reserv: i 5 Form .f Register. 5 Lis .f Bondholders 5 C cellation of Bonds 5 6 6 utilated, Destroyed, Lost, or Stolen Bonds Reserved Article Five The Bank Section 5 1. Duties of Bank. 6 Section .02. Reliance on Documents, etc 7 Secti . 5.03. Recitals of Issuer. 8 SUBSTITUTED. Section 5.04. May Hold Bonds. 8 Section 5.05. Money Held by Bank. 8 Section 5.06. Custodial Funds. 9 Section 5.07. Mergers or Consolidations. 9 Section 5.08. Indemnification. 9 Section 5.09. Interpleader. 9 Article Six Miscellaneous Provisions Section 6.01. Amendment. 10 Section 6.02. Assignment. 10 Section 6.03. Termination; Resignation; Removal. 10 Section 6.04. Notices. 11 Section 6.05. Effect of Headings. 11 Section 6.06. Successors and Assigns 11 Section 6.07. Severability. 11 Section 6.08. Benefits of Agreement. 12 Section 6.09. Entire Agreement. 12 Section 6.10. Counterparts. 12 Section 6.11. Governing Law. 12 Exhibit A — Fees and Expenses ii SUBSTITUTED. REGISTRAR AND PAYING AGENCY AGREEMENT THIS REGISTRAR AND PAYING AGENCY AGREEMENT "Agreement") dated as of [Month] 1, 204, is by and between the CITY OF MIA (the "Issuer") and THE BANK OF NEW YORK MELLON TRUST CO organized and existing under the laws of the United States of America havin office in Jacksonville, Florida (the "Bank"). WHEREAS, the Issuer has duly authorized and provided for the Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Tax - the aggregate principal amount of $[PAR A] and its Limited Ad V Forever Infrastructure Programs), Taxable Series 2024B, in the a $[PAR B] (collectively, the "Bonds"), to be issued as registered se ( or this , FLORIDA ANY, N.A., corporate trust suance of its Limited empt Series 2024A, in orem Tax Bonds (Miami regate principal amount of rities without coupons; WHEREAS, all things necessary to make the Bonds t valid obligations of the Issuer, in accordance with their terms, will be taken upon the issuance d delivery thereof; WHEREAS, the Issuer is desirous that the Bank ct as the Paying Agent of the Issuer in paying the principal, redemption premium, if any, and terest on the Bonds, in accordance with the terms thereof, and that the Bank act as Registrar f the Bonds; WHEREAS, the Issuer and the Bank havduly authorized the execution and delivery of this Agreement, and all things necessary to mak: is Agreement the valid agreement of the Issuer and the Bank, in accordance with its terms, ha - been done; NOW, THEREFORE, it is mutua agreed to the following terms: ARTICLE ONE AP OINTMENT OF BANK AS RE I STRAR AND PAYING AGENT Section 1.01. Al ow ent. (a) The Issuer he sy appoints the Bank to act as Paying Agent with respect to the Bonds, in paying to the Bondh • ders of the Bonds the principal, redemption premium, if any, and interest on all or any of the B► ds, or the purchase price thereof, as applicable. (b) The Is er hereby appoints the Bank as Registrar with respect to the Bonds. (c) Th Registrar. ank hereby accepts its appointment and agrees to act as the Paying Agent and S' tion 1.02. Compensation. 1 SUBSTITUTED. As compensation for Bank's services as Registrar and Paying Agent, the Issuer agr- -s to pay the Bank the fees and amounts set forth in Exhibit A hereto annually in advance wr e this Agreement is in effect. The Issuer agrees to reimburse the Bank for any reasonable xpenses disbursements incurred or made by the Bank in accordance with any of the provis ins hereof (including the reasonable compensation and the expenses and disbursements of s agent and counsel). Such fees and expenses shall be paid to the Bank as billed. ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise e dressly provided or unless the context otherwise requires, the following terms have the followg meanings when used in this Agreement: "Authorized Representative" means an authoriz designated by the City Commission from time to time a Manager and the Director of Finance. representative of the Issuer, as shall initially include the Mayor, City "Bank" means The Bank of New York Mel ,n Trust Company, N.A., having a corporate trust office in Jacksonville, Florida. "Bank Office" means the corporate trus ' office of the Bank located in Jacksonville, Florida. The Bank will notify the Issuer in writing of , y change in location of the Bank Office. "Bond" or "Bonds" mean any or all of the City of Miami, Florida Limited Ad Valorem Tax Bonds (Miami Forever Infrastruc e Programs), Tax -Exempt Series 2024A and the City of Miami, Florida Limited Ad Valor- Tax Bonds (Miami Forever Infrastructure Programs), Taxable Series 2024B. "Bond Purchase Agree nt" means the Bond Purchase Agreement dated 2024, between the Issuer and ebert Williams Shank & Co., LLC, on behalf of itself and Blaylock Van, LLC, Estrada Hinojos. & Company, Inc., and Jefferies LLC, as the underwriters. "Bond Resolutio Issuer pursuant to whi to the Bank. means the resolution, order or ordinance of the governing body of the the Bonds are issued, certified by any officer of the Issuer and delivered "Bondho er" means the Person in whose name a Bond is registered in the Register. "Elec onic Means" shall mean the following communication methods: e-mail, secure electronic ansmission containing applicable authorization codes, passwords and/or authenticion keys issued by the Bank, or another method or system specified by the Bank as availab for use in connection with its services hereunder. "Fiscal Year" means the 12 month period ending September 30th of each year. 2 SUBSTITUTED. "Issuer" means the City of Miami, Florida, its successors and assigns. "Issuer Request" and "Issuer Order" means a written request or order signed in e name of the Issuer by an Authorized Representative, and delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized . be closed. "Paying Agent" means the Bank when it is performing the functions . ociated with the terms in this Agreement. "Person" means any individual, corporation, partnership, joint v- ture, association, joint stock company, trust, unincorporated organization or government o any agency or political subdivision of a government. "Predecessor Bonds" of any particular Bond means every p evious Bond evidencing all or a portion of the same obligation as that evidenced by such parti lar Bond (and, for the purposes of this definition, any Bond registered and delivered under Sec ' en 4.06 in lieu of a mutilated, lost, destroyed or stolen Bond shall be deemed to evidence the s e obligation as the mutilated, lost, destroyed or stolen Bond). "Register" means a register in which the Iss r shall provide for the registration and transfer of Bonds. "Responsible Officer" when used with r- sect to the Bank means the President or Vice President of the Board of Directors, the Chair or Vice Chairman of the Executive Committee of the Board of Directors, the President, an ice President, any Assistant Vice President, the Secretary, any Assistant Secretary, the T ' asurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or istant Trust Officer, or any other officer of the Bank customarily performing functions simi r to those performed by any of the above designated officers and also means, with respec o a particular corporate trust matter, any other officer to whom such matter is referred becse of his knowledge of and familiarity with the particular subject. "State" means the Stat f Florida. "Stated Maturity" ' ans the date specified in the Bond Purchase Agreement as the fixed date on which the princi of the Bond is due and payable. ARTICLE THREE PAYING AGENT Secti • 3.01. Duties of Paying Agent. (a he Bank, as Paying Agent and on behalf of the Issuer, shall pay to the Bondholder, at the Sta Maturity and upon the surrender of the Bond or Bonds so maturing at the designate corpo to trust operations office, the principal amount of the Bond or Bonds then maturing, in 3 SUBSTITUTED. accordance with the provisions of the Bond Resolution, provided that the Bank shall hav-. . een provided by or on behalf of the Issuer adequate collected funds to make such payment. (b) The Bank, as Paying Agent and on behalf of the Issuer, shall pay interest w en due on the Bonds to each Bondholder of the Bonds as shown in the Register at the close o •usiness on the record date, provided that the Bank shall have been provided by or on beha of the Issuer adequate collected funds to make such payments; such payments shall be made P computing the amount of interest to be paid each Bondholder, preparing the checks, and ma ng the checks on each interest payment date addressed to each Bondholder's address as it app:. rs on the Register. (c) In the case of registered Bondholder of $1,000,000 or more o t onds, the payments to be made to such Bondholder may be by wire transfer to a domestic .nk account specified in writing by such registered Bondholder. (d) Whenever a letter of credit is in effect, the Paying Age' shall draw amounts under the letter of credit in accordance with the terms and conditions se orth therein at the times, in the manner and for the purposes set forth in the Bond Resolution • the extent necessary to make full and timely payment of the principal or purchase price of an' interest on the Bonds in accordance with the Bond Resolution. Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay a e principal of, premium, if any, and interest on the Bonds at the dates specified in the Bond P chase Agreement. ART LE FOUR GISTRAR Section 4.01. Authenticatio •f Bonds. The Issuer may deliver e uted Bonds to the Bank for authentication and the Bank shall manually authenticate and deliv- such Bonds in accordance with written instructions of the Issuer and not otherwise. No Bond s ' .11 be entitled to any benefit under the Bond Resolution or be valid for any purpose unless such : and shall bear thereon a certificate of authentication substantially in the form set forth in the f of Bond set out in the Bond Resolution executed on behalf of the Bank with the manual ignature of an authorized signatory of the Bank. Such certificate of authentication execut as aforesaid on a Bond shall be conclusive evidence that such Bond has been authenticated . d delivered under the Resolution. Section 4 d 2. Transfer and Exchange. (a) T ' Issuer shall keep the Register at the designated corporate trust operations office, and subjec o such reasonable written regulations as the Issuer may prescribe, which regulations shall be f ished the Bank herewith or subsequent hereto by Issuer Order, the Issuer shall provide for the -gistration and transfer of the Bonds. The Bank is hereby appointed "Registrar" for the 4 SUBSTITUTED. purpose of registering and transferring the Bonds as herein provided. The Bank agrees to . cept the appointment as Registrar for the Bonds and maintain the Register while it is Registrar (b) The Registrar hereby agrees that at any time while any Bond is outstding, the Bondholder may deliver such Bond to the Registrar for transfer or exchange, accpanied by instructions from the Bondholder, or the duly authorized designee of the Bondholr, designating the persons, the maturities, and the principal amounts to and in which such Bond i o be transferred and the addresses of such persons; the Registrar shall thereupon, within not ' ere than three (3) business days, register and deliver such Bond or Bonds as provided in su instructions. The provisions of the Bond Resolution shall control the procedures for transfe ' or exchange set forth herein to the extent such procedures are in conflict with the provisions s- forth herein. (c) Every Bond surrendered for transfer or exchange sha be duly endorsed or be accompanied by a written instrument of transfers, in form satisfactto the Bank, duly executed by the Bondholder thereof or his attorney duly authorized in wr ng. The Bank shall manually authenticate every Bond surrendered for transfer or exchange accordance with Section 4.01 hereof. (d) The Registrar may request any supporting d umentation necessary to effect a re - registration. (e) No service charge shall be made to the ondholder for any registration, transfer, or exchange of Bond, but the Issuer may require pay t of a sum sufficient to cover any tax or other governmental charge that may be imposed in co ection with any transfer or exchange of Bonds. Section 4.03. Reserved. Section 4.04. Form of Register. The Bank as registrar will m ntain the records of the Register in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Regist in any form other than a form which the Bank has currently available and currently utilizes . the time. Section 4.05. List o : ondholders. (a) The Bank wil •rovide the Issuer at any time requested in writing by the Issuer, upon payment of the cost, if y, of reproduction, a copy of the information contained in the Register. The Issuer may also ' spect the information in the Register at any time the Bank is customarily open for business, rovided that reasonable time is allowed the Bank to provide an up-to-date listing or to cony the information into written form. (b) than to, an or court o notify t T Bank will not release or disclose the content of the Register to any person other thorized Representative or employee of the Issuer, except upon receipt of a subpoena er. Upon receipt of a subpoena or court order and as permitted by law, the Bank will Issuer so that the Issuer may contest the subpoena or court order. Section 4.06. Cancellation of Bonds. 5 SUBSTITUTED. All Bonds surrendered for payment, redemption, transfer, exchange, or replacem: t, if surrendered to the Bank, shall be promptly canceled by it and, if surrendered to the Issuer, all be delivered to the Bank and, if not already canceled, shall be promptly canceled by the B k. The Issuer may at any time deliver to the Bank for cancellation any Bonds previously -rtified or registered and delivered which the Issuer may have acquired in any manner whats► •ver, and all Bonds so delivered shall be promptly canceled by the Bank. All canceled Bonds h. d by the Bank shall be disposed of by the Bank. Section 4.07. Mutilated, Destroyed, Lost, or Stolen Bonds. (a) Subject to the provisions of this Section 4.07, the Issuer here, instructs the Bank to deliver fully registered Bonds in exchange for or in lieu of mutilatedestroyed, lost or stolen Bonds as long as the same does not result in an overissuance, a in conformance with the requirements of the Bond Resolution. (b) If (i) any mutilated Bond is surrendered to the Bank, • the Issuer and the Bank receives evidence to their satisfaction of the destruction, loss, or theft of , y Bond, and (ii) there is delivered to the Issuer and the Bank such security or indemnity as ma . e required by the Bank to save and hold each of them harmless, then, in the absence of notice . the Issuer or the Bank that such Bond has been acquired by a bona fide purchaser, the Issuer s , 1 execute and upon its request the Bank shall register, manually authenticate and deliver, in e ange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of th- ame stated maturity and of like tenor and principal amount bearing a number not contempor eously outstanding. (c) Every new Bond issued pursuant t► this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replace ent of the prior obligation of the Issuer, whether or not the mutilated, destroyed, lost, or stolen : and shall be at any time enforceable by anyone, and shall be entitled to all the benefits of ' - Bond Resolution equally and ratably with all other outstanding Bonds. (d) Upon the satisfaction o the Bank and the Issuer that a Bond has been mutilated, destroyed, lost or stolen, and upo eceipt by the Bank and the Issuer of such indemnity or security as they may require, the Bank s . 1 cancel the Bond number on the Bond registered with a notation in the Register that said Bond as been mutilated, destroyed, lost or stolen, and a new Bond shall be issued of the same serie .nd of like tenor and principal amount bearing a number, according to the Register not conte oraneously outstanding. (e) The Bank y charge the Bondholder the Bank's fees and expenses in connection with issuing a new Bond ' lieu of or exchange for a mutilated, destroyed, lost or stolen Bond. Section 4 4 8. Reserved. Section 5.01. Duties of Bank. ARTICLE FIVE THE BANK 6 SUBSTITUTED. The Bank undertakes to perform the duties set forth herein and in accordance with the . and Resolution which shall be deemed purely ministerial in nature. The Bank hereby agrees to 4 se the funds deposited with it for payment of the principal of, redemption premium, if any, a , interest on the Bonds to pay the Bonds as the same shall become due and further agrees to e .blish and maintain all accounts and funds as may be required for the Bank to function as Payi ► Agent. Section 5.02. Reliance on Documents, etc. (a) The Bank may conclusively rely, as to the truth of the statements . d correctness of the opinions expressed therein, on certificates or opinions furnished to the Ban y the Issuer. (b) The Bank shall not be liable for any error of judgment or ny act or steps taken or permitted to be taken in good faith, or for any mistake in law or fact, for anything it may do or refrain from doing in connection herewith, other than its own ross negligence or willful misconduct. (c) No provisions of this Agreement shall require the : , nk to expend or risk its own funds or otherwise incur any financial liability for performance of .ny of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reaso ► . ble grounds to believe that repayment of such funds or adequate indemnity satisfactory to it a: nst such risks or liability is not assured to it. (d) The Bank may rely and shall be protect resolution, certificate, statement, instrument, op order, certificate, note, security, or other pape have been signed or presented by the proper the foregoing statement, the Bank need not in acting upon receipt of Bonds contain in acting or refraining from acting upon any ion, report, notice, request, direction, consent, r document believed by it to be genuine and to arty or parties. Without limiting the generality of amine the ownership of any Bonds, but is protected an endorsement or instruction of transfer or power of transfer in the manner required by the :.nd Resolution and which appears on its face to be signed by the Bondholder or an attorney-in-f t of the Bondholder. The Bank shall not be bound to make any investigation into the facts or tters stated in a resolution, certificate, statement, instrument, opinion, report, notice, direction consent, order, certificate, note, security paper or document supplied by Issuer. (e) The Bank may e rcise any of the powers hereunder and perform any duties hereunder either directly or by or thr► gh agents or attorneys of the Bank. (f) The Bank counsel shall be full suffered, or omitte y consult with counsel, and the advice of such counsel or any opinion of nd complete authorization and protection with respect to any action taken, y it hereunder in good faith and in reliance thereon. The Ba . shall have the right to accept and act upon instructions, including funds transfer instructions ` nstructions") given pursuant to this Agreement and delivered using Electronic Means; pro ded, however, that the Issuer shall provide to the Bank an incumbency certificate listing of ers with the authority to provide such Instructions ("Authorized Representatives") and contain g specimen signature of such Authorized Representative, which incumbency certificate shall ► amended by the Issuer whenever a person is to be added or deleted from the listing. If the Iss elects to give the Bank Instructions using Electronic Means and the Bank in its discretion 7 SUBSTITUTED. elects to act upon such Instructions, the Bank's understanding of such Instructions shall be controlling. The Issuer understands and agrees that the Bank cannot determine the identi actual sender of such Instructions and that the Bank shall conclusively presume that dir purport to have been sent by an Authorized Representative listed on the incumbenc provided to the Bank have been sent by such Authorized Representative The I responsible for ensuring that only Authorized Representatives transmit such Ins Bank and that the Issuer and all Authorized Representatives are solely respon that use and confidentiality of applicable user and authorization codes authentication keys upon receipt by the Issuer. The Bank shall not be liabl or expenses arising directly or indirectly from the Bank' s reliance upon an Instructions notwithstanding such directions conflict or are inconsisten Instruction. The Issuer agrees: (i) to assume all risks arising out of the submit Instructions to the Bank, including without limitation, the unauthorized Instructions, and the risk of interception and misus fully informed of the protections and risks associated with the Instructions to the Bank and that there may be more secure m that the method(s) selected by the Issuer; (iii) that the securi in connection with its transmission of Instructions provide of protection in light of its particular needs and circ immediately upon learning of any compromise or unau Section 5.03. Recitals of Issuer. med of the ion that ertificate er shall be ctions to the le to safeguard password and/or or any losses, costs compliance with such ith subsequent written se of Electronic Means to sk of the Bank acting on y third parties; (ii) that it is rious methods of transmitting ods of transmitting Instructions procedures (if any) to be followed it a commercially reasonable degree stances; and (iv) to notify the Bank orized use of the security procedures. d (a) The recitals contained herein, in the ' and Resolution and in the Bonds shall be taken as the statements of the Issuer, and the Bank a•.umes no responsibility for their correctness. (b) The Bank shall in no event be , ble to the Issuer, any Bondholder or Bondholders or any other Person for any amount due on Section 5.04. Ma Hold Bo y Bond. The Bank, in its individuor any other capacity, may become the owner or pledgee of Bonds and may otherwise deal , th the Issuer with the same rights it would have if it were not the Paying Agent/Registrar, or . s other agent. Section 5.05. M Held b Bank. (a) Money helby the Bank hereunder need not be segregated from any other funds provided appropriate ccounts are maintained. (b) The B k shall be under no liability for interest on any money received by it hereunder. (c) A • ' money deposited with the Bank for the payment of the principal of, redemption premium, if . ny, or interest on any Bond and remaining unclaimed for three (3) years after the date on which ch Bonds have become payable shall be repaid to the Issuer, and such Bonds, subject to the dense of any applicable statute of limitations, shall thereafter be an unsecured obligation of the . ssuer, and the Bondholder shall look only to the Issuer for payment and then only to the 8 SUBSTITUTED. extent of the amounts so received, without any interest thereon and the Bank shall ha - no responsibility with respect to such money. Section 5.06. Reserved. Section 5.07. Mergers or Consolidations. Any corporation into which the Bank, or any successor to it in the tru Agreement, may be merged or converted or with which it or any succ consolidated, or to which it may sell or transfer its corporate trust business or substantially as a whole, or any corporation resulting from a consolidation or tax-free reorganization to which the Bank or any succ shall be the successor Bank under this Agreement without the execut any other act on the part of any of the parties hereto, anyt notwithstanding. Section 5.08. Indemnification. The Issuer hereby assumes liability for, and her transactions contemplated hereby are consummated), to t protect, save and keep harmless the Bank and its r servants, from and against any and all liabilities, ob actions, suits, costs, expenses and disbursem disbursements), which may be imposed on, incu by Persons other than the Issuer and in any delivery of this Agreement, the acceptance any payment, transfer or other application the provisions of this Agreement; or any that the Issuer shall not be required to misconduct. In no event shall the I contemplated hereby other than to t in this Section shall survive the to Section 5.09. Inte The Issuer and the demand, or controversy process, and agree tha to the address set fo Bank further agree jurisdiction to de Any court acti jurisdiction 1 der. created by this sor to it may be d assets as a whole merger, conversion, sor to it shall be a party n or filing of any paper or ng herein to the contrary agrees (whether or not any of the extent permitted by law, to indemnify, pective successors, assigns, agents and ations, losses, damages, penalties, claims, is (including reasonable legal fees and d by, or asserted against, at any time, the Bank w . relating to or arising out of the execution and the funds and securities deposited hereunder, and funds and securities by the Bank in accordance with ther duties of the Bank hereunder; provided, however, demnify the Bank against its own negligence or willful uer be liable to any person by reason of the transactions Bank as set forth in this Section. The indemnities contained ination of this Agreement. ank agree that the Bank may seek adjudication of any adverse claim, er its persons as well as funds on deposit, waive personal service of any ervice of process by certified or registered mail, return receipt requested, in Section 6.04 hereof shall constitute adequate service. The Issuer and the at the Bank has the right to file a Bill of Interpleader in any court of competent rmine the rights of any Person other than the Issuer claiming any interest herein. in which the Issuer may have an interest shall be filed in a court of competent ated in Miami -Dade County, Florida. 9 SUBSTITUTED. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing sign- by both of the parties hereof. Section 6.02. Assignment. This Agreement may not be assigned by either party without prior written consent of the other. Section 6.03. Termination; Resignation; Removal. (a) This Agreement will terminate on the date of finpayment by the Bank issuing its checks for the final payment of principal and interest of the nds. (b) The Bank at any time may resign and be d charged of the duties and obligations imposed upon the Bank as Registrar and Paying Agen nder this Agreement, by giving written notice thereof to the Issuer at least thirty (30) days p ' •r to the effective date of such resignation. In the event the Bank ceases to be eligible to serve : s Registrar and Paying Agent in accordance with the provisions of the Bond Resolution, th : ank shall resign immediately. In any event, resignation of the Bank as Registrar and Paying gent shall not become effective until a successor Registrar and Paying Agent shall have been •ointed by the Issuer in accordance with the terms set forth in Section 6.03(d) hereof. If at the d of the 30 days notice period a successor Registrar and Paying Agent have not been appoin • , the Bank shall have the right to petition a court of competent jurisdiction to appoint a succsor paying agent and registrar. (c) The Bank may be remo d from serving as Registrar and Paying Agent under this Agreement at any time by the Issu: by an instrument in writing delivered at least fifteen (15) days prior to the effective date of suc removal to the Bank; provided, however, that such removal of the Bank as Registrar and Payi Agent shall not become effective until a successor Registrar and Paying Agent shall have be:, appointed by the Issuer in accordance with the terms set forth in Section 6.03(d) hereof. (d) If the Bank . all resign, be removed or become incapable of acting as Registrar and Paying Agent for an cause, the Issuer, shall promptly appoint a successor paying agent for the Bonds, subject to e conditions set forth in the Bond Resolution, by an instrument in writing delivered to the r: ring Bank; provided, however, that such removal or resignation of the Bank as Registrar and Paying Agent shall not become effective until a successor Registrar and Paying Agent shall h. ' e been appointed by the Issuer in accordance with the terms of the Bond Resolution. If such app► ntment is not made within sixty (60) days from the date of written notice, the Bank shall deli r all records and any unclaimed funds to the Issuer. However, the Bank is entitled to payme of all outstanding fees and expenses before delivering records to the Issuer. In the event this eement is terminated by giving written notice, then the Bank agrees, upon request by the 10 SUBSTITUTED. Issuer, to give notice by first-class mail to all registered holders of the name and address ' the successor Paying Agent and Registrar. Expenses for such notice shall be paid by the Issu Any successor Registrar and Paying Agent appointed by the Issuer shall be eith- a national or a state banking institution, and shall be a corporation organized and doing busin s under the laws of the United States of America or of any state, authorized under such laws texercise trust powers, subject to supervision or examination by federal or state authority, and registered with the Securities and Exchange Commission. The provisions of Section 1.02 shall survive, and remain in full for and effect following the termination of this Agreement. Section 6.04. Notices. Any request, demand, authorization, direction, notice, co • -nt, waiver or other document provided or permitted hereby to be given or furnished to the I er or the Bank shall be mailed first class postage prepaid or hand delivered to the Issuer or : ank, or sent Electronic Means if confirmed in writing and sent as specified above, respective ; , at the addresses shown below: (a) if to the Issuer: City of Miami, Fly 'da Attention: City anager 444 S.W. 2nd venue, l0th Floor Miami, Flo d a 33130 Facsimile- ' 05-416-1801 (b) if to the Bank: The B. k of New York Mellon Trust Company, N.A. 4655 alisbury Road, Suite 300 Ja sonville, Florida 32256 lizabeth Graham, Vice President Telephone: 904-645-1936 Email: elizabeth.graham@,bnymellon.com Section 6.05. Effec .f Headin s. The Article and ction headings herein are for convenience only and shall not affect the construction hereof. Section 6.0 • . Successors and Assigns. All cov: ants and agreements herein by the Issuer and the Bank shall bind their respective successors any assigns whether so expressed or not. Se' ion 6.07. Severability. case any provision herein shall be invalid, illegal or unenforceable, the validity, legality and forceability of the remaining provisions shall not in any way be affected or impaired thereby. 11 SUBSTITUTED. Section 6.08. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the part s hereto and their successors hereunder, any benefit or any legal or equitable right, reme. ; or claim hereunder. Section 6.09. Entire Agreement. This Agreement and the Bond Resolution constitute the entire agr: ment between the parties hereto relative to the Bank acting as Paying Agent/Registrar and f any conflict exists between this Agreement and the Bond Resolution, the Bond Resolution s ' .11 govern. Section 6.10. Counterparts. This Agreement may be executed in any number of co , erparts, each which shall be deemed an original and all of which shall constitute one and the . me Agreement. State. Section 6.11. Governing Law. This Agreement shall be construed in accordanc with and governed by the laws of the [Remainder of Page Intentionally ft Blank; Signature Pages Follow.] 12 SUBSTITUTED. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as oft first date written above. [SEAL] CITY OF MIAMI, FLORID By: Attest: City Manager By: City Clerk Approved as to Form and Correctness: Approved a o Insurance Requirements: By: By: City Attorney sk Management Director [Signature Page Registrar and Paying Agency Agreement] (Miami Forever Infrastructure Projects), Series 2024 S-1 SUBSTITUTED. THE BANK OF NEW YORK MEL 1 N TRUST COMPANY, N.A., as Regi • rar and Paying Agent By: Authorized Represe . ative [Signature Page 1 Registrar and Paying Agency Agreement] (Miami Forever Infrastructure Projects), Series 2024 S-2 SUBSTITUTED. EXHIBIT A FEES AND EXPENSES Fee for services as Registrar and Paying Agent will be $ per year pay • le annually in advance. In addition to the foregoing annual fees, the Registrar and Paying _ent shall be entitled to reimbursement for its reasonable out-of-pocket costs and disburseme .'s, including, without limitation, the reasonable fees and expenses of its counsel, associated w the performance of its duties under the Registrar and Paying Agent Agreement. SUBSTITUTED. EXHIBIT C INFRASTRUCTURE PROJECTS 8600847'.v9 SUBSTITUTED. Exhibit C Miami Forever Bond Project List 8th Street Flood Improvements - SW 17 Ave to SW 22 Ave, SW 5 St to SW 12 St (40-B233606) Alice Wainwright Park Seawall and Baywalk (40 B40454C) Allapattah Flood Improvements - NW 7 Ave to 14 Ave, NW 23 St to 31 St (40-B233815) Antonio Maceo Park Boatramp (40 B17357) Armbrister Park Community Center (40-13193512) Auburndale Flood Mitigation Project (40-B223802) Bay of Pigs Memorial Park Improvements (40-B183526) Bayfront Park Fountain Restoration (40-13233523) Brickell and Coconut Grove Seawalls between SE 25th Rd to Mathenson Ave and Biscayne Bay (40-B23 09) Brickell Bay Drive (40 B193802) Bryan Park Playground Renovations and Park Enhancements (40 B193516) City wide Parks Access and Mobility Renovations (40 B193508) City wide Parks Playground Renovations (40 B193509) City wide Parks Roofing Reconstruction (40 B193510) City-wide Seawalls (40-BTBD) Clemente Park Flood Improvements - Miami Ave to NW 2 Ave and NW 30 St to 36 St 0 B' 33817) Coral Way Park Expansion and Enhancements (40 B193514) Cuban Memorial Boulevard (40-BTBD) Curtis Park Community Center (40 B193511) District 3 Localized Flooding (40-BTBD) District 4 Park Enhancements and Expansion (40-B243516) District 4 Park Land Acquisition (40-B213414) Douglas Park Community Center (40-B40581) East and West Glencoe Street, South Bayshore Ct Flood Improvements (4 8233823) East Flagami Flood Mitigation (40-B223801) East Little Havana Flood Improvements W 12 Ave to W 17 Ave, NW t to SW 6 St (Pump Station) (40-B233804) Edgewater Flood Improvements Phase I NE 4 Ave to Biscayne Bay. ,JE 22 St to NE 24 St (Pump Station) (40-B233805) Fairlawn Community Park - Phase 11 (40-B233506) Fairview Flood Mitigation - Phase 11 Pump Station (40-B30737) Fire Facilities Resiliency Project (40-B193207/A) Golden Pines (40-BTBD) _ Grapeland Park Heights (40-B233513) Immediate Flood Control: Install Backflow Valves (Phase (40 B193800) Immediate Flood Control: Install Backflow Valves (Pha 11) (40-B233806) Improve Drainage Outside of Priority Drainage Basin. Phase 1) (40-B193801) Jose Marti Park Flood Mitigation (40 B193803) Jose Marti Park Seawall, Shoreline, and Flood 1 rovements (40-B193500) Legion Park Community Building Improvement 40 B40510A) Legion Park Improvements (40 B40510) Little Haiti Cultural Center Roof (40-BTBD) Little River Mini Park (Outfall Connection) 40-B193501 Localized Flooding Improvements Cityw de (40-B233822) Mary Brickell Village Drainage Improvements - Phase 11 (40-B233821) Melrose Flood Improvements Phas->'1, NW 23 Ave to NW 19 Ave, NW 34 St to NW 30 St (Pump Station) (40-B233816) Moore Park Gym (40 B193513) Morningside Flood Improveme - Biscayne Blvd to North Bayshore Dr and NE 50 Ter to NE 59 St. (40-BTBD) NE 75 Street Flood Improve nts - Miami Ave to NE 2 Ave - Partial SWMP recommendations (40-BTBD) New Park at 3699/3701 S st AVE (40 B193517) North Grapeland Heights .eawall (NGHS) at NW 13 Street and NW 32nd Ave (40-B233813) NW 17 Street from NW '7 AVE to NW 32 AVE Road and Drainage (40-B183611) NW 17 Street from N;,/ 32 to NW 37 Avenue (40-B183611A) NW 7 Street Road m NW North River Drive to South of NW 9 Avenue (40-B50904) PBA / Fern Isle ' development (40 B40543) Plaza De La Cur'anidad (40-BTBD) 1 of 2 SUBSTITUTED. Exhibit C Miami Forever Bond Project List Replacement of 8 Seawalls in Edgewater between NE 22 St to NE 34 St. along Biscayne Bay (40-B233810) Replacement of Seawalls Morningside between NE 55 Terr, NE 65 St and Biscayne Bay (40-B233811) Replacement of Seawalls Shorecrest between NE 84 St and Ademar Canal; NE Bayshore Dr. and Davis Canal (40-B 3812) Riverside Park Renovations and Enhancements (40 B193515) Robert King High - Phase I (40-BTBD) Ruben Dario Park (40-BTBD) Sewell Park Seawall and Ramp (40-BTBD) Shenandoah Park Pool Renovation (40_B40563) Shenandoah Playground Replacement (40-B233507) Shorecrest South Flood Improvements NE 8 Ct to NE Bayshore Ct, NE Little River Dr to NE 79 St (Pu p Station) (40-B233803) Silver Bluff Dog Run Park (40-B193522A) _ South Bayshore Lane/Fairview Street - East and West (40-B30737) South West Wynwood Flood Improvements NW 3 Ave to NW 5 PI, NW 16 St to NW 28 St (Pu . Station) (40-B233814) Spring Garden Point Park Historic Building (40 B40566) SW 23 Terrace from SW 27 Avenue to SW 32 Avenue (40-B50412) SW 24 St from 27 Ave to SW 32nd Ave (40-B50413) SW 49 Ave from SW 8 St to W Flagler St (40-B233801) SW 56 Ave from SW 8 St to W Flagler St (40-B233800) Tamiami Blvd Roadway Drainage Improvements (40-B243600) Very Poor Condition Roads - Outside Priority Drainage Basins - Phase I (40-B1936 ) Very Poor Condition Roads - Outside Priority Drainage Basins - Phase 11 (40-BT: ') ) West End Park Pool and Enhancements (40-B183505) 2of2 SUBSTITUTED. EXHIBIT D FORM OF BOND PURCHASE AGREEMENT 8600847'.v9 SUBSTITUTED. BOND PURCHASE AGREEMENT CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BONDS (MIAMI FOREVER INFRASTRUCTURE PROGRAMS), TAX-EXEMPT SERIES 2024A and CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BOND (MIAMI FOREVER INFRASTRUCTURE PR RAMS), TAXABLE SERIES 2024B May , 2024 City of Miami, Florida 444 S.W. 2nd Avenue Miami, Florida 33130 Ladies and Gentlemen: The undersigned, Siebert Williams ank & Co., LLC (the "Representative"), acting on behalf of itself, Blaylock Van, LLC, Es . da Hinojosa & Company, Inc., and Jefferies LLC (collectively with the Representative, th- Underwriters"), offers to enter into the following bond purchase agreement (this "Agreement" with the City of Miami, a municipal corporation of the State of Florida (the "City") which, u r •n the City's written acceptance of this offer, will be binding upon the City and upon the Un. rwriters. This offer is made subject to the City's written acceptance hereof on or before 5 I 0 p.m., Eastern Daylight Time, on May , 2024, and, if not so accepted, will be subject to hdrawal by the Underwriters upon written notice delivered to the City at any time prior to the ceptance hereof by the City. Terms not otherwise defined in this Agreement shall have the e meanings as set forth in the Resolution (as defined herein) or in the Official Statement of e City dated the date hereof, relating to the Bonds (as defined below), together with all appen ces or exhibits, any materials incorporated by reference therein and any amendments or suppl ents thereto (collectively, the "Official Statement"). 1. Pu ase and Sale of the Bonds. Subject to the terms and conditions and in reliance upon the repres- tations, warranties and agreements set forth herein, the Underwriters hereby agree to purch e from the City, and the City hereby agrees to sell and deliver to the Underwriters, all, but not 1:. s than all, of the City's $ Limited Ad Valorem Tax Bonds (Miami Forever ' astructure Programs), Tax -Exempt Series 2024A Bonds (the "Series 2024A Bonds") and the ty's $ Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Progr. s), Taxable Series 2024B (the "Series 2024B Bonds" and, together with the Series 2024A Bon.., the "Bonds"). The City acknowledges and agrees that: (i) the primary role of the SUBSTITUTED. Underwriters, as underwriters, is to purchase the Bonds in an arm's-length commercial trans, tion between the City and the Underwriters, and that the Underwriters have financial and other i erests that differ from those of the City; (ii) the Underwriters are not acting as a municip. advisor, financial advisor, or fiduciary to the City and have not assumed any advisory • fiduciary responsibility to the City with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Un• rwriters have provided other services or are currently providing other services to the City on o er matters); (iii) the only obligations the Underwriters have to the City with respect to the transion contemplated hereby expressly are set forth in this Agreement and the other City Docum: is (defined herein); (iv) the Underwriters have financial and other interests that differ from the ity; and (v) the City has consulted its own financial and/or municipal, legal, accounting, t. and other advisors, as applicable, to the extent it deems appropriate. The principal amount of the Bonds to be issued, the date interest rates per annum, prices and/or yields, sinking fund provisi provisions, and other terms of the Bonds are set forth in Sche issued and secured under and pursuant to the Constitution "State"), including particularly Article VII, Section 12 of th 166, Florida Statutes, as amended, and Chapter 159, Pa Charter of the City, and other applicable provisions of 1 No. R-19-0062 adopted by the City Commission of th 14, 2019 (the "Master Resolution" or the "Series as supplemented by Resolution No. R-24- a 2024 (the "Supplemental Resolution" and, to Resolution, the "Resolution"). date therefor, the maturities, s (if any), optional redemption le I hereto. The Bonds shall be a ' d laws of the State of Florida (the tate Constitution, Chapters 163 and II, Florida Statutes, as amended, the (the "Act"), and pursuant to Resolution ity (the "City Commission") on February olution"), as supplemented and particularly ted by the City Commission on er with the Master Resolution and the Series The Bonds are being issued for the urpose of providing funds, to (i) pay or reimburse the City for funds advanced by the City for .sts of certain infrastructure capital projects identified in the Resolution and (ii) pay the costs o ssuance of the Bonds. The aggregate purchase pr e for the Bonds shall be $ (representing the $ aggregate par amount of the Bonds, [plus/minus] and original issue [premium/discount] of $ , and less an underwriting discount of $ ). In accordance with ction 218.385, Florida Statutes, as amended, the Underwriters hereby disclose the information -quired by such Section, including a truth -in -bonding statement, as provided in Schedule I .ttached hereto. The Represe ative hereby agrees and makes the following representations and warranties to the City, provid- , however that the representations and warranties made on behalf of the other Underwriters as et forth in (a), (c) and (d) below are based on the certifications received by the Representativ rom each of the other Underwriters: (a) each of the Underwriters is an entity duly organized, v idly existing and in good standing under the laws of the jurisdiction of its organizati • and qualified to conduct business in the State of Florida, (b) this Agreement has been duly au • .rized, executed and delivered by the Representative on behalf of the Underwriters and, assumi g the due authorization, execution and delivery by the City, is the legal, valid and binding obli: ion of the Underwriters enforceable in accordance with its terms, except as the 2 SUBSTITUTED. enforceability of this Agreement may be limited by bankruptcy or other laws affecting cre.ors' rights generally and except that equitable remedies lie in the discretion of the court and • ay not be available, (c) each Underwriter is licensed by and registered with the Financia dustry Regulatory Authority as a broker dealer and the Municipal Securities Rulemaking : oard (the "MSRB") as a municipal securities dealer, (d) neither the Underwriters nor any person" or "affiliate" thereof has been on the "convicted vendor list" during the past thirty-si 6) months as all such terms are defined in Section 287.133, Florida Statutes, as amended. T Representative represents that it has been duly authorized to execute this Agreement on beh. " of itself and the other Underwriters named herein. 2. Public Offering. The Underwriters agree to make an initi. •ublic offering of all of the Bonds at prices not to exceed the public offering prices set forth o the inside front cover of the Official Statement (the "Offering Prices") and may subsequently ange such Offering Prices without any requirement of prior notice. The Underwriters may • ' er and sell Bonds to certain dealers and others at prices lower than the Offering Prices to e extent allowed by the Code (defined herein). 3. Establishment of Issue Price. (a) The Representative, on behalf of the U . derwriters, agrees to assist the City in establishing the issue price of the Bonds and shall e ute and deliver to the City at Closing an "issue price" or similar certificate, substantially in t form attached hereto as Exhibit A, together with the supporting pricing wires or equivalent co ' munications, with such modifications as may be appropriate or necessary, in the reasonable jut ! ment of the Representative, the City, the City's Financial Advisor, and Bond Counsel, to accu ely reflect, as applicable, the sales price or prices or the initial offering price or prices to the p is of the Bonds. (b) Except as otherwise set f• in Schedule I to Exhibit A attached hereto, the City will treat the first price at which 10% o ach maturity of the Series 2024A Bonds (the "10% test") is sold to the public as the issue pric: of that maturity. At or promptly after the execution of this Agreement, the Representative shal eport to the City the price or prices at which the Underwriters have sold to the public each ma ty of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series 124A Bonds, the Representative agrees to promptly report to the City the prices at which Serie 2024A Bonds of that maturity have been sold by the Underwriters to the public. That reportin obligation shall continue, whether or not Closing has occurred, until either (i) all Series 2024 A Bonds of that maturity have been sold or (ii) the 10% test has been satisfied as to the Bon.. of that maturity, provided that, the Underwriters' reporting obligation after the Closing Dat: may be at reasonable periodic intervals or otherwise upon request of the Representative, the ' ity or Bond Counsel. For purposes of this Section, if Series 2024A Bonds mature on the sa date but have different interest rates, each separate CUSIP number within that maturity will be eated as a separate maturity of the Series 2024A Bonds. (c) If Exhibit A includes Schedule I, the Representative confirms that the Underwriters have offer: the Series 2024A Bonds to the public on or before the date of this Agreement at the offering ice or prices (the "initial offering price"), or at the corresponding yield or yields, set forth i chedule I to Exhibit A attached hereto, except as otherwise set forth therein. Schedule I, shou it exist, also sets forth, as of the date of this Agreement, the maturities, if any, of the Bonds 3 SUBSTITUTED. for which the 10% test has not been satisfied and for which the City and the Representati , on behalf of the Underwriters, agree that the restrictions set forth in the next sentence shal apply, which will allow the City to treat the initial offering price to the public of each such ma ty as of the sale date as the issue price of that maturity (the "hold -the -offering -price rule"). So ong as the hold -the -offering -price rule remains applicable to any maturity of the Series 2024 ' Bonds, the Underwriters will neither offer nor sell unsold Bonds of that maturity to any perso ' at a price that is higher than the initial offering price to the public during the period starting o e sale date and ending on the earlier of the following: (1) the close of the fifth (5th) business day after the sale ate; or (2) the date on which the Underwriters have sold at ast 10% of that maturity of the Series 2024A Bonds to the public at a price that is no h' . er than the initial offering price to the public. The Representative will advise the City promptly after day after the sale date whether it has sold 10% of that maturi public at a price that is no higher than the initial offering pri (d) The Representative confirms that: close of the fifth (5th) business of the Series 2024A Bonds to the to the public. (1) any agreement among unde ters, any selling group agreement and each third -party distribution agreement (to whicthe Representative is a party) relating to the initial sale of the Series 2024A Bonds to t' - public, together with the related pricing wires, contains or will contain language ob 'sating each Underwriter, each dealer who is a member of the selling group and ea' broker -dealer that is a party to such third -party distribution agreement, as applicab : (A)(i) to report the prices at which it sells to the public the unsold Series 2024A B ds of each maturity allocated to it, whether or not the Closing Date has occurred, unt either all Series 2024A Bonds of that maturity allocated to it have been sold or it is noti r ed by the Representative that the 10% test has been satisfied as to the Series 2024A Bon.. of that maturity, provided that, the reporting obligation after the Closing Date may be reasonable periodic intervals or otherwise upon request of the Representative, and (ii) comply with the hold -the -offering -price rule, if applicable, if and for so long as dir• ted by the Representative and as set forth in the related pricing wires, and (B) to p 4mptly notify the Representative of any sales of Bonds that, to its knowledge, are m. 4 e to a purchaser who is a related party to an underwriter participating in the initial sal- if the Series 2024A Bonds to the public (each such term being used as defined below (C) to acknowledge that, unless otherwise advised by the Underwriter, dealer or bro er-dealer, the Representative shall assume that each order submitted by the Underwrit: , dealer or broker -dealer is a sale to the public. ) any agreement among underwriters or selling group agreement relating to the i ' ial sale of the Series 2024A Bonds to the public, together with the related pricing wir- , contains or will contain language obligating each Underwriter or dealer that is a p to a third -party distribution agreement to be employed in connection with the initial ale of the Bonds to the public to require each broker -dealer that is a party to such third - party distribution agreement to (A) report the prices at which it sells to the public the unsold 4 SUBSTITUTED. Series 2024A Bonds of each maturity allocated to it, whether or not the Closing Dahas occurred, until either all Series 2024A Bonds of that maturity allocated to it have b: n sold or it is notified by the Representative or such Underwriter or dealer that the 100 ; test has been satisfied as to the Series 2024A Bonds of that maturity, provided that, reporting obligation after the Closing Date may be at reasonable periodic intervals or o erwise upon request of the Representative or such Underwriter or dealer, and (B) compl ith the hold - the -offering -price rule, if applicable, if and for so long as directed by the ' epresentative or the Underwriter or the dealer and as set forth in the related pricing wir (e) The City acknowledges that, in making the representations the Representative will rely on (i) the agreement of each Underwri requirements for establishing the issue price of the Series 2024A Bond to, its agreement to comply with the hold -the -offering -price rule, if a forth in an agreement among underwriters and the related pricing group has been created in connection with the initial sale of the S the agreement of each dealer who is a member of the selling gro for establishing the issue price of the Series 2024A Bond agreement to comply with the hold -the -offering -price ru Bonds, as set forth in a selling group agreement and the re that an Underwriter or dealer who is a member of th distribution agreement that was employed in connect public, the agreement of each broker -dealer that is requirements for establishing the issue price of th to, its agreement to comply with the hold -the -of forth in the third -party distribution agreeme acknowledges that each Underwriter shall agreement regarding the requirements for including, but not limited to, its agree applicable to the Series 2024A Bonds, other Underwriter, or of any dealer that is a party to a third -party distr to comply with the requiremen including, but not limited to, ' s applicable to the Series 2024 t forth in this section, r to comply with the ncluding, but not limited licable to the Bonds, as set res, (ii) in the event a selling les 2024A Bonds to the public, to comply with the requirements including, but not limited to, its , if applicable to the Series 2024A ted pricing wires, and (iii) in the event elling group is a party to a third -party n with the initial sale of the Bonds to the party to such agreement to comply with the eries 2024A Bonds, including, but not limited ring -price rule, if applicable to the Bonds, as set and the related pricing wires. The City further e solely liable for its failure to comply with its tablishing the issue price of the Series 2024A Bonds, ent to comply with the hold -the -offering -price rule, if d that no Underwriter shall be liable for the failure of any o is a member of a selling group, or of any broker -dealer ution agreement, to comply with its corresponding agreement for establishing the issue price of the Series 2024A Bonds, agreement to comply with the hold -the -offering -price rule, if Bonds. (f) The Uncle r - riters acknowledge that sales of any Series 2024A Bonds to any person that is a related party t• .n underwriter participating in the initial sale of the Series 2024A Bonds to the public (each s term being used as defined below) shall not constitute sales to the public for purposes of this . ection. Further, for purposes of this Section 3: "public" means any person (including an individual, trust, estate, partne . ip, association, company or corporation) other than an underwriter or a related pa o an underwriter; (2) "underwriter" means (A) any person that agrees pursuant to a written ontract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Series 2024A Bonds to the public and (B) any person 5 SUBSTITUTED. that agrees pursuant to a written contract directly or indirectly with a person descri d in clause (A) to participate in the initial sale of the Series 2024A Bonds to th- •ublic (including a member of a selling group or a party to a third -party distribution . _reement participating in the initial sale of the Series 2024A Bonds to the public); (3) a purchaser of any of the Series 2024A Bonds is a "relat:. party" to an underwriter if the underwriter and the purchaser are subject, directly or ' directly, to (A) more than 50% common ownership of the voting power or the total val of their stock, if both entities are corporations (including direct ownership by one co oration of another), (B) more than 50% common ownership of their capital interests or ►, ofits interests, if both entities are partnerships (including direct ownership by one partn; ship of another), or (C) more than 50% common ownership of the value of the outstandi' . stock of the corporation or the capital interests or profit interests of the partnership, as .pplicable, if one entity is a corporation and the other entity is a partnership (inclung direct ownership of the applicable stock or interests by one entity of the other); a (4) "sale date" means the date of executio •f this Agreement by all parties. 4. The Official Statement. (a) The Preliminary Official Statement of to the Bonds together with all appendices or exhib' therein and any amendments or supplements t Statement") has been prepared by the City f connection with the public offering, sale and d' to and ratifies the use and distribution by th in connection with the public offering of t the Preliminary Official Statement is omission of such information which completion, all as permitted to be exc Exchange Act of 1934, as amended (b) The City hereb including any amendments o public offering and the sale Underwriters as soon as in any event, not later Agreement and in suf customer) copies of which are compl Representative s of the Rule an of the Preli amendme e City dated , 2024 relating s, any materials incorporated by reference eto (collectively, the "Preliminary Official use and distribution by the Underwriters in tribution of the Bonds. The City hereby consents nderwriters of the Preliminary Official Statement Bonds. The City hereby represents and warrants that emed final" by the City as of its date, except for the s dependent upon the final pricing of the Bonds for ded by Section (b)(1) of Rule 15c2-12 under the Securities the "Rule"). authorizes and consents to the use of the Official Statement, supplements thereto, by the Underwriters in connection with the f the Bonds. The City shall provide, or cause to be provided, to the p , cticable after the date of the City's acceptance of this Agreement (but, an within seven (7) business days after the City's acceptance of this Tent time to accompany any confirmation that requests payment from any e Official Statement, including any amendments or supplements thereto, as of the date of its delivery to the Underwriters in such quantity as the 11 reasonably request in order for the Underwriters to comply with Section (b)(4) the rules of the MSRB. The City hereby confirms that it agrees to the distribution ary Official Statement and the Official Statement in electronic form, including any or supplements thereto. If, after the date of this Agreement to and including the date the Underwriters are no loger required to provide an Official Statement to potential customers and request the same 6 SUBSTITUTED. pursuant to the Rule (the earlier of (i) ninety (90) days from the "end of the underwriting p (as defined in the Rule) and (ii) the time when the Official Statement is available to any from the MSRB, but in no case less than twenty-five (25) days after the "end of the un period" for the Bonds), the City or the Representative becomes aware of any fact or would cause the Official Statement, as then supplemented or amended, to conta statement of a material fact or to omit to state a material fact required to be necessary to make the statements therein, in light of the circumstances under made, not misleading, or if it is necessary to amend or supplement the Official S with law, the City or the Representative, as applicable, will notify the o purposes of this clause provide the City or the Representative, as applicable as it may from time to time request), and if, in the opinion of the City or Representative, such fact or event requires preparation and public amendment to the Official Statement, the City will forthwith prepar manner approved by the Representative, the City, Bond Counsel, City's own expense (unless such misstatement or omission was c by the Underwriters, then at the Underwriters' expense), a rea amendments or supplements to the Official Statement so Statement as so amended and supplemented will comply statement of a material fact or omit to state a material fact to make the statements therein, in light of the circum misleading. Unless otherwise notified in writing by t Date, the City can assume that the "end of the and this Section is the Closing Date. iod" erson rwriting ent which any untrue s ed therein or hich they were tement to comply party (and for the ith such information asonable opinion of the ion of a supplement or and furnish (in a form and d Disclosure Counsel), at the tained in information provided nable number of copies of either at the statements in the Official ith law or not contain any untrue quired to be stated therein or necessary ces under which they were made, not Representative on or prior to the Closing riting period" for purposes of the Rule and (d) The Representative hereby agr- s to file, and the City authorizes the Representative to file, the Official Statement, including an amendments or supplements thereto, as required by the MSRB. 5. Re.resentations Warrties and Covenants of the Ci . The City hereby represents and warrants to and cove , nts with the Underwriters as follows; provided that, except for clauses (a), (b), (c), (d), (1), (m and (o), the below representations, warranties, and covenants are made to the best of its knowl;age, information and belief: (a) The City is a 4 nicipal corporation of the State duly created, organized and existing under the Constitution of State and applicable laws of the State, including, particularly Article VII, Section 12 of the Sta ' Constitution, Chapters 163 and 166, Florida Statues, as amended, and Chapter 159, Part VII lorida Statutes, as amended, the City's Charter and other applicable provisions of law (th: `Act"), and has full legal right, power and authority under the Act, and at the Closing Date w have full legal right, power and authority under the Act and the Resolution (i) to adopt the Re' elution and to enter into, execute and deliver this Agreement, the Paying Agent and Bond Regis ar Agreement (the "Paying Agent Agreement") by and between the City and The Bank of New ork Mellon Trust Company, N.A., as the paying agent and bond registrar (the "Bank"), an, the Continuing Disclosure Agreement relating to the Bonds (the "Undertaking") by and betty- the City and Digital Assurance Certification, LLC, as the disclosure dissemination agent, a' i all documents required hereunder and thereunder to be executed and delivered by the City (s Agreement, the Resolution, the Paying Agent Agreement, the Undertaking, and the other doc ents referred to in this clause are hereinafter referred to as the "City Documents"), (ii) to 7 SUBSTITUTED. sell, issue and deliver the Bonds to the Underwriters as provided herein, and (iii) to carry o and consummate the transactions contemplated by the City Documents and the Official Statem t, and as of the date hereof, the City has complied in all material respects with the terms of th- Act and the City Documents as they pertain to such transactions; (b) By all necessary official action of the City, prior to or concu s tly with the acceptance hereof, the City has duly authorized and approved (i) the issuanc- and sale of the Bonds, (ii) the distribution of the Preliminary Official Statement, and the exec ion, delivery, and distribution of the Official Statement, including any amendments or supple ► nts thereto, for use by the Underwriters in connection with the public offering of the Bo , s, (iii) the approval, execution and delivery of, and the performance by the City of the obligati ' • s on its part, contained in the Bonds and the City Documents, and (iv) the consummation by ' of all other transactions contemplated by the Official Statement, and the City Documents d any and all such other agreements and documents as may be required to be executed, de ered and/or received by the City in order to carry out, give effect to, and consummate the tran . ctions contemplated herein and in the Official Statement, in each case excepting any authorizat. that cannot be obtained prior to or concurrently with the date of this Agreement; (c) This Agreement constitutes a legal, vali and binding obligation of the City enforceable in accordance with its terms, subject to •ankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of es , ity relating to or affecting the enforcement of creditors' rights and subject to judicial discretion e other City Documents, when executed by the respective parties thereto, will constitute le_ , valid and binding obligations of the City, enforceable in accordance with their respec ' e terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar s and principles of equity relating to or affecting the enforcement of creditors' rights and su► ect to judicial discretion; the Bonds, when issued, delivered and paid for, in accordance with e Resolution and this Agreement, will constitute legal, valid and binding obligations of the City ntitled to the benefits of the Resolution and enforceable in accordance with their terms, subject . bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of quity relating to or affecting the enforcement of creditors' rights and subject to judicial disc Lion; upon the issuance, authentication and delivery of the Bonds as aforesaid, the Resoluti ►. will provide, for the benefit of the holders, from time to time, of the Bonds, the legally valid nd binding pledge of and lien it purports to create as set forth in the Resolution; (d) The City i awfully empowered to pledge and grant a lien upon the Pledged Funds (as defined in the Res ution) and, subject to the conditions and limitations set forth in the Resolution, to cove t to budget and appropriate in its annual budget, by amendment, if necessary, from No -Ad Valorem Revenues (as defined in the Resolution) lawfully available in each Fiscal Year, ounts sufficient for the payment of the principal of, redemption premium, if any, and interes - on the Bonds pursuant to the Resolution, as described in the Official Statement for the Bonds- (e) Except as expressly disclosed in the Preliminary Official Statement and the Official Stateme r , including any amendments or supplements thereto, the City is not in breach of or default in any aterial respect under any applicable constitutional provision, law or administrative regu . tion of the State or the United States or any applicable judgment or decree or any loan 8 SUBSTITUTED. agreement, indenture, bond, note, resolution, agreement or other instrument to which the Ci - , is a party or to which the City is or any of its property or assets are otherwise subject, and no e nt has occurred and is continuing which constitutes or with the passage of time or the giving notice, or both, would constitute a default or event of default by the City under any of the for::oing; and when executed by the respective parties hereto and thereto, the City reasonably exp ts as of the date hereof that execution and delivery of the Bonds, the City Documents and the doption of the Resolution and compliance with the provisions on the City's part contained erein, will not conflict with or constitute a breach of or default under any constitutional provi ''.n, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resoluti. , agreement or other instrument to which the City is a party or to which the City is or to whic• any of its property or assets are otherwise subject nor will any such execution, delivery, adop % en or compliance result in the creation or imposition of any lien, charge or other security inter'. t or encumbrance of any nature whatsoever upon any of the property or assets of the City to b .ledged to secure the Bonds or under the terms of any such law, regulation or instrument, excep . s provided by the Bonds and the Resolution; (f) Except as expressly disclosed in the Prelimina Official Statement and the Official Statement, including any amendments or supplements there ., the City has not in the prior five (5) years failed to comply in any material respect with any p or continuing disclosure obligation for any of its outstanding debt that was subject to the Rule - the time of issuance; (g) All authorizations, approvals, lice .es, permits, consents and orders of any governmental authority, legislative body, board, a ; ncy or commission having jurisdiction of the matter which are required for the due autho ation of, which would constitute a condition precedent to, or the absence of which would r aterially adversely affect the due performance by the City of its obligations under the City cuments, and the Bonds have been duly obtained, except for such approvals, consents and or, -rs that may not be obtained until after the date of this Agreement or as may be required unde the Blue Sky or securities laws of any jurisdiction in connection with the offering and sale . " the Bonds; (h) Except as expressly Statement, including any amend inquiry or investigation, at law board or body, pending or, to the right of the members or due organization and vali or enjoin the sale, issu financing of the Pro) validity or enforce completeness or including any financing of t and delive therefor, decisio Bonds fede sclosed in the Preliminary Official Statement and the Official nts or supplements thereto, there is no, action, suit, proceeding, r in equity, before or by any court, government agency, public e best knowledge of the City, threatened against the City, contesting fficials of the City to hold and exercise their respective positions, the existence of the City, or affecting or seeking to prohibit, restrain, limit, ce or delivery of the Bonds or the pledge of the Pledged Funds or the ts pursuant to the Resolution or in any way contesting or affecting the ility of the Bonds, the City Documents, or contesting in any way the ccuracy of the Preliminary Official Statement or the Official Statement, endments or supplements thereto, or contesting the powers of the City or the Projects, the issuance of the Bonds, the adoption of the Resolution or the execution of the City Documents, nor, to the best knowledge of the City, is there any basis ere in each such action, suit, proceeding, inquiry or investigation an unfavorable ling or finding would materially adversely affect the validity or enforceability of the he City Documents, or the excludability from gross income of interest on the Bonds for income tax purposes; 9 SUBSTITUTED. (i) The Preliminary Official Statement (other than the information concerning D " or its book -entry system of registration, information provided by the Underwriters in the : ection entitled "UNDERWRITING") does not as of its date contain any untrue statement of . material fact or omit to state a material fact required to be stated therein or necessary to make the tatements therein, in the light of the circumstances under which they were made, not misleadi ► , except for "permitted omissions" as described in the Rule; (j) At the time of the City's acceptance hereof and (unless the 0 ' cial Statement is amended or supplemented pursuant to paragraph (c) of Section 4 of this A ement) at all times subsequent thereto during the period up to and including the Closing Date e Official Statement (other than the information concerning DTC or its book -entry system of -gistration, information provided by the Underwriters in the Section entitled "UNDERWRIT G") will not contain any untrue statement of a material fact or omit to state any material fact -quired to be stated therein or necessary to make the statements therein, in light of the circum . nces under which they were made, not misleading; (k) If the Official Statement is supplemented or a ' -nded pursuant to paragraph (c) of Section 4 of this Agreement, at the time of each supplem t or amendment thereto and (unless subsequently again supplemented or amended pursuant to . ch paragraph) at all times subsequent thereto during the period up to and including the Cle.ing Date, the Official Statement as so supplemented or amended (other than the informatio I concerning DTC or its book -entry system of registration and information provided by e Underwriters in the Section entitled "UNDERWRITING") will not contain any untrue .' atement of a material fact or omit to state any material fact required to be stated therein or ne ssary to make the statements therein, in light of the circumstances under which made, not misl' . ding; (1) The City will apply, or caus to be applied, the proceeds from the sale of the Bonds as described in the Official Statement, s ect to all of the terms and provisions of the Resolution, and shall not knowingly take or omit . take any action that, under existing law, may adversely affect the exclusion from gross inco ' e for federal income tax purposes, or the exemption from any applicable state tax, of the inte st on the Series 2024A Bonds; (m) The City will fu r. ish such information and execute such instruments and take such action in cooperation with th; nderwriters as the Representative may reasonably request: (i) to (A) qualify the Bonds for of'•r and sale under the Blue Sky or other securities laws and regulations of such states and other ju sdictions in the United States as the Representative may designate, and (B) determine the eligi .' ity of the Bonds for investment under the laws of such states and other jurisdictions; and (ii to continue such qualifications in effect so long as required for the distribution of the : ends (provided, however, that the City will not be required to qualify as a foreign corporatio or to file any general or special consents to service of process under the laws of any jurisdicti • , or comply with any other requirements reasonably deemed by it to be unduly burdensome) d will advise the Representative promptly upon receipt by the City of any notification ith respect to the suspension of the qualification of the Bonds for sale in any jurisdictio ► or the initiation or threat of any proceeding for that purpose; The financial statements of the City for the Fiscal Year ended September 30, 2023 and e er financial information regarding the City in the Preliminary Official Statement and the 10 SUBSTITUTED. Official Statement, including any amendments or supplements thereto, fairly present the fin, cial position and results of the City as of the dates and for the periods therein set forth in acc ► dance with generally accepted accounting principles as promulgated by the Governmental A► ounting Standards Board consistently applied, and since the dates thereof, there has been , • material adverse change in the financial position or results of operations of the City exce- as may be expressly disclosed in the Preliminary Official Statement or the Official Statemen including any amendments or supplements thereto; (o) Prior to the Closing, the City will not offer or issue any b - ds, notes or other obligations for borrowed money or incur any material liabilities, direct or c • tingent, payable from or secured by any of the Pledged Revenues without the prior tten approval of the Representative; (p) Any certificate, signed by any official of the City au . orized to do so in connection with the transactions contemplated by this Agreement, shall b- deemed a representation and warranty by the City to the Underwriters as to the statements m i e therein; (q) Except as expressly disclosed in the Official ` atement, including any amendments or supplements thereto, the City has not been in default a• o principal or interest with respect to an obligation issued or guaranteed by the City since De ber 31, 1975; (r) Subsequent to the respective dates Preliminary Official Statement and the Offici supplements thereto, and prior to the Closing Dat by the Preliminary Official Statement and the supplements thereto, unless consented to i incurred any material liabilities or obligati of business and as budgeted, and has not transaction not in the ordinary course o not have been any material adverse operations of the City, (iii) no loss has been or will have been sustai City, and (iv) no legal or g contemplated by this Agree . nt material. 6. Closing. s of which information is given in the Statement, including any amendments or , except as expressly set forth in or contemplated fficial Statement, including any amendments or riting by the Underwriters, (i) the City has not s, direct or contingent, except in the ordinary course ntered into and will not have entered into any material usiness and as budgeted, (ii) there has not been and will hange in the business or financial position or results of damage (whether or not insured) to the property of the City d which materially and adversely affects the operations of the ernmental proceedings affecting the City or the transactions have been or will have been instituted or threatened which is (a) At 10- d 0 a.m. Eastern Daylight Time, on May , 2024, or at such other time and date as shall have . en mutually agreed upon by the City and the Representative (the "Closing" or the "Closing Dat-, ), the City will, subject to the terms and conditions hereof, deliver the Bonds to the Underwrite as provided in (b) below, duly executed and authenticated, together with the other documents h- einafter mentioned, and the Underwriters will, subject to the terms and conditions hereof, acc' It such delivery and pay the purchase price of the Bonds as set forth in Section 1 of this Agr- ent by a wire transfer payable in immediately available funds to the order of the City. Payme ► for the Bonds as aforesaid shall be made at the offices of City, or such other place as shall have , een mutually agreed upon by the City and the Representative. 11 SUBSTITUTED. (b) Delivery of the Bonds shall be made to DTC, New York, New York thro its FAST system of registration. The Bonds shall be delivered in definitive fully registereform, bearing CUSIP numbers, with one Bond for each maturity of the Bonds, registered in thname of Cede & Co., all as provided in the Resolution, and shall be made available to the Re►. esentative at least one (1) business day before the Closing for purposes of inspection. 7. Closing Conditions. The Underwriters have entered into this Agre ent in reliance upon the representations, warranties and agreements of the City contained hern, and in reliance upon the representations, warranties and agreements to be contained in e documents and instruments to be delivered at the Closing and upon the performance by th ity of its obligations hereunder, both as of the date hereof and as of the date of the Cl ' ing. Accordingly, the Underwriters' obligations under this Agreement to purchase, to accep elivery of and to pay for the Bonds shall be conditioned upon the performance by the City of it .bligations to be performed hereunder and under such documents and instruments at or prior t. e Closing, and shall also be subject to the following additional conditions, including the delive by the City of such documents as are enumerated herein, in form and substance reasonably sat' . actory to the Representative: (a) The representations and warranties of the ' ity contained herein shall be true, complete and correct on the date hereof and on and as of date of the Closing, as if made on the Closing Date; (b) The City shall have performed and mplied with all agreements and conditions required by this Agreement to be performed or co lied with by it prior to or at the Closing; (c) At the time of the Closing, (i) e City Documents and the Bonds shall be in full force and effect in the form heretofore appr' ed by the Representative and shall not have been amended, modified or supplemented, and Official Statement shall not have been supplemented or amended, except in any such case as . ay have been agreed to by the Representative; (ii) all actions of the City required to be taken .y the City shall be performed in order for Bond Counsel and other counsel to deliver their res p ctive opinions referred to hereafter; (d) At or prior to the force and effect by the City an Registrar, and the Registrar s , 1 osing, the Resolution shall have been duly adopted and in full e City shall have duly executed and delivered the Bonds to the have duly authenticated the Bonds; (e) The City s • .11 not have failed to pay principal or interest when due on any of its outstanding obligations .r borrowed money; (f) All i s ments and other documents to be executed, and all other legal matters in connection with thtransactions contemplated by this Agreement shall be reasonably satisfactory in legal form an. • ffect to the Representative; and (g) the followi At or prior to the Closing, the Underwriters shall have received copies of each of documents: (1) The Official Statement, and each supplement or amendment thereto, if any, executed on behalf of the City by its City Manager, Chief Financial Officer, and the Finance Director, or such other official as may have been authorized by the Resolution and 12 SUBSTITUTED. agreed to by the Representative, and the reports and audits referred to or appearing the Official Statement; (2) The Resolution; (3) Fully executed counterparts of the City Documents; (4) A final approving opinion of Butler Snow LLP ("Bo Counsel"), with respect to the Bonds, dated the Closing Date, in substantially the attached to the Official Statement as Appendix D; (5) A letter of Bond Counsel, addressed to the U erwriters and dated the Closing Date, to the effect that their final approving opinion r: erred to in Section 7(g)(4) hereof may be relied upon by the Underwriters to the same : tent as if such opinion were addressed to the Underwriters; (6) A supplemental opinion of Bond Coun 1, addressed to the Underwriters, dated the Closing Date, substantially to the effect th (i) the statements contained i he Preliminary Official Statement and the Official Statement under the sectio ' "INTRODUCTION" (paragraphs three through seven thereof), "DESCRIPTII OF THE SERIES 2024 BONDS" (except for "Book -Entry Only System") and "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 424 BONDS" are accurate and insofar as such statements purport to summari certain provisions of the Resolution and the Bonds, such statements are acrate summaries of the provisions purported to be summarized, and the info tion contained in the Official Statement under the section captioned "TAX - TTERS" is accurate; and (ii) the Bo ,s are not subject to the registration requirements of the Securities Act of 33, as amended, and the Resolution is exempt from qualification under e Trust Indenture Act of 1939, as amended; (7) An opin in of Akerman LLP, as Disclosure Counsel, dated the Closing Date and addressed to the " ity, in substantially the form attached hereto as Exhibit B, together with a reliance left- thereon addressed to the Underwriters; (8) opinion of the City Attorney or other counsel to the City, addressed to the City, Bon' Counsel, Disclosure Counsel and the Underwriters and dated the Closing Date, in sub • antially the form attached hereto as Exhibit C; A certificate, dated the Closing Date, signed by the City Manager, the Chief Finan '.1 Officer, the Finance Director of the City, or such other officials as authorized by the ' solution and satisfactory to the Underwriters, and in form and substance satisfactory to e Underwriters, to the effect that the information contained in the Preliminary Official atement and the Official Statement, including any amendments or supplements thereto other than the information concerning DTC or its book -entry system of registration and Information provided by the Underwriters in the Section entitled "UNDERWRITING") do 13 SUBSTITUTED. not contain any untrue statement of a material fact or omit to state any material fact re to be stated therein or necessary to make the statements therein, in light circumstances under which made, not misleading, and the representations and of the City contained herein are true and correct in all material respects on a Closing Date as if made on the Closing Date; ired f the rranties as of the (10) A certificate of the City in form and substance satisfactory s Bond Counsel and counsel to the Underwriters (i) setting forth the facts, estimates a circumstances in existence on the Closing Date, which establish that the proceeds of the . eries 2024A Bonds will not be used in a manner that would cause the Series 2024A ' onds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Re nue Code of 1986, as amended (the "Code"), and any applicable regulations (w her final, temporary or proposed), issued pursuant to the Code, and (ii) certifying t' .t there are no other facts, estimates or circumstances that would materially change t conclusions, representations and expectations contained in such certificate; (11) A certificate of an authorized represe (i) the Bank is a national banking association duly o standing under the law of the United States of A trust powers in the State of Florida, (ii) the Bank permits and franchises, and has full corporat perform its functions under the Resolution performance by the Bank of its function Agreement will not result in any violati Bank, any court order to which the B obligation or instrument to which th no approval or other action by any authority over the Bank is requ functions under the Resolutio Agreement constitutes a vali terms, subject to applicable similar laws affecting cre principles of equity and is no action, suit, pro board or body pend' wherein an unfav is likely to mate under the Res tive of the Bank to the effect that anized, validly existing and in good rica and is duly authorized to exercise s all requisite authority, power, licenses, ower and legal authority to execute and nd the Paying Agent Agreement, (iii) the under the Resolution and the Paying Agent of the Articles of Association or Bylaws of the is subject or any agreement, indenture or other ank is a party or by which the Bank is bound, and overnmental authority or agency having supervisory d to be obtained by the Bank in order to perform its nd the Paying Agent Agreement, (iv) the Paying Agent and binding obligation of the Bank in accordance with its ankruptcy, insolvency, reorganization, moratorium and other ors' rights generally and subject, as to enforceability, to general ) to the best of such authorized representative' s knowledge, there eding or investigation at law or in equity before any court, public g or, to his or her knowledge, threatened against or affecting the Bank able decision, ruling or finding on an issue raised by any party thereto ally and adversely affect the ability of the Bank to perform its obligations ution and the Paying Agent Agreement; (1 A letter of McGuireWoods LLP, counsel to the Underwriters dated the Closing ate, in substantially the form attached hereto as Exhibit D; (13) A copy of the signed letter of representations from the City to DTC; (14) A certificate of the City Manager, the Chief Financial Officer, or the finance Director of the City deeming the Preliminary Official Statement and any supplement or amendment thereto "final" as of its date for the purposes of the Rule; 14 SUBSTITUTED. (15) A letter of Moody's Investor's Service that the Bonds have an unde rating of " ," and a letter of S&P Global Ratings, a division of Standard Financial Services LLC that the Bonds have an underlying rating of " " a such ratings are in effect as of the Closing Date; and mg oor' s that all (16) Such additional legal opinions, certificates, instrume , s and other documents as the Representative or counsel to the Underwriters, the Ci Bond Counsel, Disclosure Counsel, or the City's Financial Advisor may reasonably r .uest to evidence the truth and accuracy, as of the date hereof and as of the Closin: l ate, of the City's representations and warranties contained herein and of the state r ents and information contained in the Preliminary Official Statement and the Official ' atement, including any amendments or supplements thereto, and the due performance .r satisfaction by the City on or prior to the Closing Date of all the respective agreeme then to be performed and conditions then to be satisfied by the City. If the City shall be unable to satisfy the conditions to t obligations of the Underwriters to purchase, to accept delivery of and to pay for the Bonds c• tained in this Agreement, or if the obligations of the Underwriters to purchase, to accept deliv ry of and to pay for the Bonds shall not be satisfied or shall be terminated for any reason perm ed by this Agreement, this Agreement shall terminate and neither the Underwriters, nor the shall be under any further obligation hereunder, except that the respective obligations of t' City and the Underwriters set forth in 8 hereof shall continue in full force and effect. 8. Termination. The Underwriters all have the right to cancel their obligation to purchase the Bonds if, between the date of this greement and the Closing by written notice to the City if, in the sole and reasonable judgmen of the Representative, any of the following events shall occur on or after the date of this Agr ent: (a) the market price or mar tability of the Bonds, or the ability of the Underwriters to enforce contracts for the sale of the ' onds, shall be materially adversely affected by any of the following events: (i) legislatio' shall have been enacted by the Congress of the United States or the legislature of the S to or shall have been favorably reported out of committee of either body or be pending committee of either body, or shall have been recommended to the Congress for pass by the President of the United States or a member of the President's Cabinet, or a de ion shall have been rendered by a court of the United States or the State or the Tax C -rt of the United States, or a ruling, resolution, regulation or temporary regulation, r: ease or announcement shall have been made or shall have been proposed to be made b he Treasury Department of the United States or the Internal Revenue Service, or other deral or state authority with appropriate jurisdiction, with respect to federal or state t. ation upon interest received on obligations of the general character of the Series 2024 ' Bonds; or (ii) there shall have occurred (1) an outbreak or escalation of hostilities or the eclaration by the United States of a national emergency or war, (2) any other calamity or crisis (including pandemics) in the financial markets of the United States or elsewhere, (3) 15 SUBSTITUTED. the sovereign debt rating of the United States is downgraded by any major credit agency or a payment default occurs on United States Treasury obligations, or (4) with respect to the debt obligations of, or the institution of proceedings under a bankruptcy laws by or against, the State of Florida or the City; or ting efault federal (iii) a general suspension of trading on the New York Stock Ex ange or other major exchange shall be in force, or minimum or maximum prices for ding shall have been fixed and be in force, or maximum ranges for prices for securitshall have been required and be in force on any such exchange, whether by virtue of ► termination by that exchange or by order of the Securities and Exchange Commissio "SEC") or any other governmental authority having jurisdiction; or (iv) legislation shall have been enacted by the Con ess of the United States or shall have been favorably reported out of committee or be nding in committee, or shall have been recommended to the Congress for passage by t. President of the United States or a member of the President' s Cabinet, or a decision b . court of the United States shall be rendered, or a ruling, regulation, proposed regulatio or statement by or on behalf of the SEC or other governmental agency having jurisdicti ►, of the subject matter shall be made, to the effect that any obligations of the general c racter of the Bonds, the Resolution or the City Documents, or any comparable securi ' • s of the City, are not exempt from the registration, qualification or other requirement .f the Securities Act or the Trust Indenture Act or otherwise, or would be in violation o - any provision of the federal securities laws; or (v) except as disclosed in .r contemplated by the Official Statement, as amended or supplemented, any mate r .1 adverse change in the financial affairs of the City shall have occurred, which in the asonable judgment of the Representative, materially and adversely affects the market rice or the marketability of the Bonds or the ability of the Underwriters to enforce co acts for the purchase of the Bonds; or (vi) there shall h. - e occurred, or any official statement shall have been given of any suspension, withdraw, , downgrading, or published negative credit watch or similar published information f a rating agency that at the date of this Agreement has published a rating (or has been sked to furnish a rating on the Bonds) on any of the City' s debt obligations that are cured by a pledge or application of the Pledged Revenues or the Non - Ad Valorem Rev ues, which action reflects a negative change or possible negative change, in the r. ' gs accorded any such obligations of the City (including any rating to be accorded the : ands); or (b) any event or circumstance shall exist that either makes untrue or incorrect any statement of a ► .terial fact or information in the Official Statement (other than any statement provided by t Underwriters in the section entitled, "UNDERWRITING") or is not reflected in the Official • atement but should be reflected therein in order to make the statements therein, in the light o ` the circumstances under which they were made, not misleading and, in either such event, t City refuses to permit the Official Statement to be supplemented to supply such statem:, t or information, or the effect of the Official Statement as so supplemented is to materially 16 SUBSTITUTED. adversely affect the market price or marketability of the Bonds or the ability of the Unde iters to enforce contracts for the sale of the Bonds; or (c) a general banking moratorium shall have been declared by feder. or State authorities having jurisdiction and be in force; or (d) a material disruption in securities settlement, payment or cl affecting the Bonds shall have occurred; or rance services (e) any new restriction on transactions in securities materially a ecting the market for securities (including the imposition of any limitation on interest rates) oe extension of credit by, or a charge to the net capital requirements of, underwriters shall ha - been established by the New York Stock Exchange, the SEC, any other federal or State ag: cy or the Congress of the United States, or by Executive Order; or (f) a decision by a court of the United States shall be endered, or a stop order, release, regulation or no -action letter by or on behalf of the SEC or any ether governmental agency having jurisdiction of the subject matter shall have been issued or ade, to the effect that the issuance, offering or sale of the Bonds, including the underlyin obligations as contemplated by this Agreement or by the Official Statement, as amended or . pplemented, or any document relating to the issuance, offering or sale of the Bonds, is or w• •ld be in violation of any provision of the federal securities laws at the Closing Date, including e Securities Act, the Exchange Act and the Trust Indenture Act; or (g) any state Blue Sky or securities • •mmission or other governmental agency or body shall have withheld registration, exemption • clearance of the offering of the Bonds where 10% or more of the Bonds have been sold, as d- ribed herein, or issued a stop order or similar ruling relating thereto; or (h) the purchase of and pa ent for the Bonds by the Underwriters, or the resale of the Bonds by the Underwriters, on the t. s and conditions herein provided shall be prohibited by any applicable law, governmental aut• •rity, board, agency or commission, other than with respect to state Blue Sky laws. Upon the occurrence .f a Termination Event and the termination of this Agreement by the Underwriters, all obligat. s of the City and the Underwriters under this Agreement shall terminate, without furt liability, except that the City and the Underwriters shall pay their respective expenses as .et forth in Section 9 below. 9. ses. (a) ' e Underwriters shall be under no obligation to pay, and the City shall pay all expenses inci • -nt to the performance of the City's obligations hereunder, including, but not limited to (i) the co of preparation and printing of the Bonds, the Preliminary Official Statement and the Official atement, including any amendments or supplements thereto, (ii) the fees and disburs: ents of Bond Counsel, City Attorney, and Disclosure Counsel, if any; (iii) the fees and disbu ements of PFM Financial Advisors LLC (the "Financial Advisor"); (iv) the fees and disb sements of any Registrar, Paying Agent or engineers, accountants, and other experts, 17 with the law of the Stat SUBSTITUTED. consultants or advisers retained by the City, if any; (v) all fees, and expenses in connectio obtaining bond ratings; and (vi) any expenses (included in the expense component Underwriters' discount) incurred by the Underwriters on behalf of the City's empl representatives for: (a) normal travel costs, including reasonable transportation and I (b) ordinary and reasonable meals hosted by the Underwriters that are, in both c related to the offering contemplated by this Agreement. ith f the ees and ging; and es, directly (b) Except as provided for above, the Underwriters shall pay (i) the ost of preparation and printing of this Agreement, or any Blue Sky Surveys; (ii) all adv ising expenses in connection with the public offering of the Bonds; and (iii) all other expen s incurred by them in connection with the public offering of the Bonds, including the fees and • sbursements of counsel retained by the Underwriters. In the event that either party shall have p d obligations of the other as set forth in this Section 9, adjustment shall be made at the time of e Closing. 10. Notices. Any notice or other communication to - given to the City under this Agreement may be given by delivering the same in writing to " it)/ of Miami, Florida, 444 S.W. 2nd Avenue, Miami, Florida 33130, to the attention of the F ance Director of the City, and any notice or other communication to be given to the Underwrit- under this Agreement may be given by delivering the same in writing to Siebert Williams S k & Co., LLC, 150 W. Jefferson St., Suite 1350, Detroit, MI 48226, Attention: Mr. Sean We ow. 11. Parties in Interest. This Agreemen may not be assigned by the City or the Underwriters unless the City has provided prior tten consent and only if legally permitted by the City's procurement rules. This Agreement , . heretofore specified shall constitute the entire agreement between us and is made solely the benefit of the City and the Underwriters (including successors or assigns of the Und: riters, if any, as if prior written consent has been provided in writing by the City and if legy permitted by the City's procurement rules) and no other person shall acquire or have any ' _ t hereunder or by virtue hereof. All of the City's and Underwriters' representations, wawa es and agreements contained in this Agreement shall remain operative and in full force a, i effect, regardless of (i) delivery of and payment for the Bonds pursuant to this Agreement; nd (ii) any termination of this Agreement. 12. Effectiveness. T ' s Agreement shall become effective upon the acceptance hereof by the City and shall be valid d enforceable at the time of such acceptance. 13. Choice of w. This Agreement shall be governed by and construed in accordance f Florida and venue shall be in Miami -Dade County, Florida. 14. Seve sili . If any provision of this Agreement shall be held or deemed to be or shall, in fact, be i ' alid, inoperative or unenforceable as applied in any particular case in any jurisdiction or j sdictions, or in all jurisdictions because it conflicts with any provisions of any Constitution, s tute, rule of public policy, or any other reason, such circumstances shall not have the effect of ' ndering the provision in question invalid, inoperative or unenforceable in any other case or cir , mstance, or of rendering any other provision or provisions of this Agreement invalid, inoperati or unenforceable to any extent whatever. 18 SUBSTITUTED. 15. Business Day. For purposes of this Agreement, "business day" means any . on which the New York Stock Exchange is open for trading. 16. Section Headings. Section headings have been inserted in this Agre ent as a matter of convenience of reference only, and it is agreed that such section headings e not a part of this Agreement and will not be used in the interpretation of any provisions of t Agreement. 17. Counterparts. This Agreement may be executed in several co terparts each of which shall be regarded as an original (with the same effect as if the signatur thereto and hereto were upon the same document) and all of which shall constitute one and thsame document. [Signature page to this Agreement immediately foll 19 s this page] SUBSTITUTED. If you agree with the foregoing, please sign the Agreement and return it t- the Underwriters. This Agreement shall become a binding agreement between you d the Underwriters when at least the counterpart of this letter shall have been signed by or on ehalf of each of the parties hereto. Respectfully submitted, SIEBERT WILLIAMS SHANK : CO., LLC, as Representative of the Underwri rs By: Name: Title: S-1 ACCEPTED at (SEAL) SUBSTITUTED. ACCEPTANCE a.m. / p.m. Eastern Daylight Time this day of May, 2 CITY OF NIIANII, FLORIDA By: Art Noriega V, City Man.:er By: By: 4 Larry M. Spring, , Chief Financial Officer Erica T. P .chal-Darling, Finance Director ATTEST: APPRO ' D as to Insurance Requirements: By: By - Todd B. Hannon, City Clerk Ann -Marie Sharpe, Risk Management Director APPROVED as to Legal Form and Correctness: By: Victoria Mendez, Esq., City Attorney Signature Page — Bond Purchase Agreement S-2 SUBSTITUTED. SCHEDULE I CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BONDS (MIAMI FOREVER INFRASTRUCTURE PROGRAMS) TAX-EXEMPT SERIES 2024A MATURITIES, PRINCIPAL AMOUNTS, INTEREST ' - TES, YIELDS, AND PRICES Maturity Principal January 1) Amount Interest Rate Yiel. Price * Yield calculated to firs optional redemption date of January 1, 20 . Optional Redemption The Bonds matu ng on and after January 1, 20, are subject to redemption at the option of the City on or after anuary 1, 20, in whole or in part at any time, in such manner as will be determined by the : and Registrar, at a redemption price equal to the principal amount thereof, plus accrued inter:. to the date fixed for redemption without premium. Mandator R em i tion Th-, .: onds maturing on January 1, 20 are subject to mandatory sinking fund redemption in part p or to maturity by lot through the application of Sinking Fund Requirements, at a Schedule I-1 SUBSTITUTED. redemption price equal to 100% of the principal amount thereof, plus accrued interest . the redemption date, on January 1 in the following amounts and in the year specified as follo Year * *Maturity Principal Amount The Bonds maturing on January 1, 20 are subject to mand in part prior to maturity by lot through the application of Sin redemption price equal to 100% of the principal amount ther redemption date, on January 1 in the following amounts and i ry sinking fund redemption g Fund Requirements, at a f, plus accrued interest to the e year specified as follows: Year Princ -al Amount *Maturity No Reserve Account Re s uirement for e Bonds There will be no Debt Service eserve Account established for the Bonds. Schedule I-2 SUBSTITUTED. CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BONDS (MIAMI FOREVER INFRASTRUCTURE PROGRAMS) TAXABLE SERIES 2024B MATURITIES, PRINCIPAL AMOUNTS, INTEREST RA YIELDS, AND PRICES Maturity Principal (January 1) Amount Interest Rate Yield* Price * Yield calculated to first o onal redemption date of January 1, 20 . Schedule I-3 SUBSTITUTED. Certification of the Pricing Provisions and Other Determinations I, Art Noriega V, City Manager of the City of Miami, Florida do hereby certif that the pricing provisions and other determinations contained in the Bond Purchase Agreemen . nd in this Schedule I have been approved in accordance with and in satisfaction of the prov ions of the Resolution. CITY OF MIAMI, FLORIDA a municipal corporation of the .te of Florida Art Noriega V, Manager Signature Page — Schedule I Schedule I-4 SUBSTITUTED. SCHEDULE II DISCLOSURE STATEMENT AND TRUTH -IN -BONDING STATEMEN Mayor and City Commission of the City of Miami, Florida Miami, Florida Re: $ City of Miami, Florida Limited d Valorem Tax Bonds (Miami Forever Infrastructure Programs) Tax-Exe t Series 2024A $ City of Miami, Florida Li ' rted Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs) Ta .ble Series 2024B Dear Mayor and Commission Members: In connection with the proposed issuance $ in aggregate principal amou Forever Infrastructure Programs) Tax -Exempt City's $ Limited Ad Val Programs), Taxable Series 2024B (the "Seri Bonds, the "Bonds"), Siebert Williams Sh Estrada Hinojosa & Company, Inc., underwriting a public offering of the 2024 the City of Miami, Florida (the "City") of of its Limited Ad Valorem Tax Bonds (Miami ries 2024A (the "Series 2024A Bonds") and the em Tax Bonds (Miami Forever Infrastructure 2024B Bonds" and, together with the Series 2024A k & Co., LLC, on behalf of itself, Blaylock Van, LLC, d Jefferies LLC (collectively, the "Underwriters") is nds. The purpose of the follow g six paragraphs of this letter is to furnish, pursuant to the provisions of Section 218.385(6 lorida Statutes, as amended, certain information in respect of the arrangements contemplateor the purchase and sale of the Bonds, as follows: (a) The nature d estimated amount of expenses to be incurred by the Underwriters in connection with the purc 'Ise and re -offering of the Bonds are set forth in Attachment 1 attached hereto. (b) Ther are no "finders," as defined in Section 218.386, Florida Statutes, as amended, connected with the sale and purchase of the Bonds. (c) he underwriting spread, the difference between the price at which the Bonds will be initially .ffered by the Underwriters and the price to be paid to the City will be $ per $1,000 of Bonds issued. Schedule II-1 SUBSTITUTED. (d) As part of the estimated underwriting spread set forth in paragraph (c) abov , the Underwriters will charge a management fee of $r 1 per $1,000 of Bonds issued. (e) No other fee, bonus or other compensation is estimated to be p d by the Underwriters in connection with the issuance of the Bonds to any person not regulaemployed or retained by the Underwriters (including any "finder" as defined in Section 218.3 :. (1)(a), Florida Statutes), except as specifically enumerated as expenses to be incurred by the Us erwriters, as set forth in paragraph (a) above. The fees and expenses of McGuireWoods ', Underwriters' counsel, and all other expenses are being paid by the Underwriters. (f) The names and addresses of the Underwriters are: Siebert Williams Shank & Co., LLC 150 W. Jefferson St., Suite 1350 Detroit, MI 48226 Blaylock Van, LLC Estrada Hinojosa & Company, Inc. Jefferies LLC The purpose of the followin Sections 218.385(2) and (3), Florida thereby, as follows: (a) The City is prop providing funds, to (i) pay or infrastructure capital proj ec Bonds. The Bonds are ex months. At a true inter Bonds will be $ aragraphs is to furnish, pursuant to the provisions of atutes, as amended, the truth -in -bonding statement required ing to issue $ of the Bonds for the purpose of mburse the City for funds advanced by the City for costs of certain identified in the Resolution and (ii) pay the costs of issuance of the cted to be repaid over a period of approximately years and t cost of approximately %, total interest paid over the life of the (b) Th: ource of repayment or security of the Bonds is the Pledged Funds, consisting of all moneys, surities and instruments held in the funds and accounts created and established under the Res. tion for the Bonds, including, solely to the extent provided in the Resolution for the Bonds, t' - Non -Ad Valorem Revenues budgeted and appropriated by the City in its annual budget andeposited into the Bond Fund, as described in the Official Statement for the Bonds. Authori g this debt will result in an average of $ (average annual debt service) for the : onds of such Pledged Funds not being available to finance other services of the City each year `.r approximately years and months. Schedule II-2 SUBSTITUTED. [Signature Page Follows] Schedule II-3 SUBSTITUTED. The foregoing is provided for information purposes only and shall not affect or cont the actual terms and conditions of the Bonds. Very truly yours, SIEBERT WILLIAMS SHANK & C "� , LLC, as Representative of the Underwriters By: Name: Title: Signature Page — Schedule 11 Schedule II-4 SUBSTITUTED. ATTACHMENT 1 Underwriters' Estimated Expenses Schedule II-5 SUBSTITUTED. EXHIBIT A FORM OF ISSUE PRICE CERTIFICATE ISSUE PRICE CERTIFICATE CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BONDS (MIAMI FOREVER INFRASTRUCTURE PROGRAMS), TAX-EXEMPT SERIES 2024A The undersigned, Siebert Williams Shank & Co., LL I (the "Representative"), acting on behalf of itself, Blaylock Van, LLC, Estrada Hinojosa & ompany, Inc., and Jefferies LLC (collectively, the "Underwriting Group"), hereby certifie as set forth below with respect to the sale and issuance by the Louisiana Housing Corporati• (the "Issuer") of the above -captioned bonds (the "Series 2024A Bonds"). The undersigned i• duly authorized to execute this certificate on behalf of the Underwriting Group. 1. Sale of the General Rule Matur es. As of the date of this certificate, for each Maturity of the General Rule Maturities, the fi .t price at which at least 10% of such Maturity of the Series 2024A Bonds was sold to the publ' is the respective price listed in Schedule A. 2. Hold -the -Offering -Price aturities (a) The Underwriting Gr• 4p offered the Hold -the -Offering -Price Maturities to the Public for purchase at the respecti initial offering prices listed in Schedule A (the "Initial Offering Prices") on or before e Sale Date. A copy of the pricing wire or equivalent communication for the Series 21. 4A Bonds is attached to this certificate as Schedule B. (b) As set forth i e Bond Purchase Agreement dated , 2024, between the Representative and the Iss , the Representative, on behalf of the Underwriting Group, has agreed in writing that, (i) the Re esentative would retain the unsold Series 2024A Bonds of each Maturity of the Series 2024A : onds and not allocate any such Series 2024A Bonds to any other Underwriter, (ii) for ach Maturity of the Series 2024A Bonds, the Underwriting Group would neither offer nor se any unsold Series 2024A Bonds of such Maturity to any person at a price that is higher than th Initial Offering Price for such Maturity during the Holding Period for such Maturity (the " old -the -offering -price rule"), and (iii) any selling group agreement shall contain the agreeme of each dealer who is a member of the selling group, and any retail distribution agreement all contain the agreement of each broker -dealer who is a party to the retail distribution agreeme , to comply with the hold -the -offering -price rule. The Underwriting Group has (a) determined the aggregate reoffering price of the Seri' 2024A Bonds to be $ representing the sum of the aggregate principal amount 1 #186930437v12< - Miami Forever Bonds 2024 - Bond Purchase Agreement SUBSTITUTED. of the Series 2024A Bonds; (b) using a methodology acceptable to Bond Counsel, calculat yield on the Series 2024A Bonds for arbitrage purposes to be %; and (c) using a meth acceptable to Bond Counsel, calculated the weighted average maturity of the Series 202 to be years. 4. No Series 2024A Bonds were sold in exchange for property or ri other types of property. 5. Defined Terms. the ology Bonds its to use any (a) General Rule Maturities means those Maturities of the Se'. es 2024A Bonds listed in Schedule A. (b) Issuer means the City of Miami, Florida. (c) Maturity means Series 2024A Bonds with the Series 2024A Bonds with different maturity dates, or Series 2 date but different stated interest rates, are treated as separate me credit and payment terms. 4A Bonds with the same maturity aturiti es. (d) Public means any person (including aindividual, trust, estate, partnership, association, company, or corporation) other than a' Underwriter or a related party to an Underwriter. The term "related party" for purposes o' this certificate generally means any two or more persons who have greater than 50 percent co ' on ownership, directly or indirectly. (e) Sale Date means the first day on hich there is a binding contract in writing for the sale of a Maturity of the Series 2024A Bo i s. The Sale Date of the Series 2024A Bonds is , 2024. (f) Tax Certificate means th o Arbitrage and Tax Certificate for the Series 2024A Bonds to which this certificate is attac' -d. (g) Underwriter means contract with the Issuer (or participate in the initial sale agrees pursuant to a written this paragraph to participat a member of a selling gr sale of the Series 2024 The Issuer with the conditio Butler Snow L regarding the for federal i Represent of law. correc Cod collectively, (i) any person that agrees pursuant to a written the lead underwriter to form an underwriting syndicate) to o' the Series 2024A Bonds to the Public, and (ii) any person that ntract directly or indirectly with a person described in clause (i) of in the initial sale of the Series 2024A Bonds to the Public (including p or a party to a retail distribution agreement participating in the initial Bonds to the Public). wi y rely on the statements made herein in connection with its efforts to comply imposed by the Internal Revenue Code of 1986, as amended (the "Code"). , Bond Counsel, may also rely on this certificate for purposes of its opinion eatment of interest on the Series 2024A Bonds as excludable from gross income ome tax purposes. However, notwithstanding the foregoing, we remind you that the ve is not an accountant or actuary, nor is the Representative engaged in the practice ccordingly, while the Representative believes the calculations described above to be it does not warrant their validity for purposes of Sections 103 and 141 through 150 of the or make any representation as to the legal sufficiency of the factual matters set forth herein. 2 #186930437v12< - Miami Forever Bonds 2024 - Bond Purchase Agreement SUBSTITUTED. Except as expressly set forth above, the certifications set forth herein may not be relied u used by any third party or for any other purpose. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLA Dated: , 2024 3 n or SIEBERT WILLIAMSHANK & CO., LLC, on behalf of itself and o , I ehalf of, Blaylock Van, LLC, Estrada Hinojosa Company, Inc., and Jefferies LLC, as Underw % ers By: [Na Title] #186930437v12< - Miami Forever Bonds 2024 - Bond Purchase Agreement SUBSTITUTED. SCHEDULE A TO ISSUE PRICE CERTIFICATE SALE PRICES OF THE BONDS AND INITIAL OFFERING PRICE OF THE HOLD -THE -OFFERING -PRICE MATURITIES CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BONDS (MIAMI FOREVER INFRASTRUCTURE PROGRA S TAX-EXEMPT SERIES 2024A HOLD -THE -OF P RING -PRICE MATURITIES A-1 SUBSTITUTED. SCHEDULE B TO ISSUE PRICE CERTIFICATE PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached) A-2 SUBSTITUTED. EXHIBIT B Form of Disclosure Counsel Opinion aker man (Closing Date) City of Miami, Florida 444 S.W. 2nd Avenue Miami, Florida 33130 Re: City of Miami, Florida Limited Ad Valorem Forever Infrastructure Programs) Tax-Exe (Miami Forever Infrastructure Programs "Series 2024 Bonds") Ladies and Gentlemen: Akerman LLP North Laura Street Suite 3100 Jac, .onville, FL 32202-3646 ax Bonds $[ ] (Miami t Series 2024A, and $[ ] axable Series 2024B (collectively, the We have served as disclosure counsel the City of Miami, Florida (the "City") in connection with the issuance by the City, on the date eof, of the Series 2024 Bonds. Capitalized terms not otherwise defined herein shall have the m:.nings ascribed to them in the Bond Purchase Agreement dated [ ], 2024 relating to e Series 2024 Bonds. In connection with this opini ► letter, we have considered such matters of law and of fact, and have relied upon such certificat:. and other information furnished to us, as we have deemed appropriate as a basis for our opi on as set forth below. We are not expressing any opinion or views herein on the authorization, is 4 ance, delivery or validity of the Series 2024 Bonds or the exclusion from gross income, for fede .l income tax purposes, of interest on the Series 2024 Bonds, and we have assumed, but not ind- . endently verified, the genuineness of the signatures on all documents and certificates that we ha examined, the authenticity of documents submitted as originals, the conformity to original •f documents submitted as copies and the legal capacity of all individuals or entities executing doents or certificates relied on by us. The pu set forth in th offering of t to verify i passing statem : is se of our professional engagement was not to establish or confirm factual matters Official Statement dated [ ], 2024 prepared in connection with the Series 2024 Bonds (the "Official Statement"). We have not undertaken any obligation ependently any of the factual matters set forth in the Official Statement and we are not and do not assume any responsibility for the accuracy, completeness or fairness of the contained in the Official Statement (including any appendices, schedules and exhibits erman.com B-1 SUBSTITUTED. thereto). Moreover, many of the determinations required to be made in the preparation of the Oicial Statement involve matters of a non -legal nature. In the course of our participation in the pre' .ration of the Official Statement, however, we had discussions with representatives of , e City, representatives of the underwriter and others in which the contents of the Official St. -ment and related matters were discussed. We confirm to you that, on the basis of the informatio e gained in the course of performing the services referred to herein, nothing has come to our ention which would lead us to believe that the Official Statement (apart from the information re 'ng to DTC and DTC's book -entry system, and the financial, accounting and statistical data, as .. which we do not express any belief) as of its date or as of the date hereof contains any untrue s , ement of a material fact or omits to state a material fact required to be stated therein or necess.. , in our judgment, in order to make the statements therein, in light of the circumstances under w ich they were made, not misleading. This opinion letter may be relied upon by you only and only i onnection with the transaction to which reference is made above and may not be used or relied on by any other person for any purposes whatsoever without our prior written consent. Respectfully .ubmitted, AKE B-2 LLP SUBSTITUTED. EXHIBIT C Form of Opinion of Counsel to the City [City Letterhead] [Closing Date] The Honorable Mayor and City Commissioners of the City of Miami, Florida Butler Snow LLP Jacksonville, Florida Siebert Williams Shank & Co., LLC, as the Representative Detroit, Michigan Re: City of Miami, Florida Limited Ad Valorem Tax : •nds $[ ] (Miami Forever Infrastructure Programs) Tax -Exempt Series 20 A, and $[ ] (Miami Forever Infrastructure Programs) Taxable Seri 2024B (collectively, the "Series 2024 Bonds") Ladies and Gentlemen: I am the City Attorney for the City o iami, Florida (the "City") and have served in such capacity since April, 2024. My Office d I have served as counsel to the City and we are furnishing this opinion of Counsel to the City in connection with the issuance by the City of its MOUNT A] Limited Ad Valorem Tax Bonds, (Miami -Exempt Series 2024A, and $[PAR AMOUNT B] Limited Forever Infrastructure Programs) Taxable Series 2024B nds"). The Series 2024 Bonds are being issued by the City ty of the Constitution of the State of Florida (the "State"); Chapter s amended; the Charter of the City, as amended (the "Charter"); the ded (the "City Code"), and applicable City resolutions, including adopted by the City Commission of the City (the "City Commission") solution"), and the December 16, 2019 final judgment rendered by the eventh Judicial Circuit, in and for Miami -Dade County, Florida, validating imited Ad Valorem Tax Bonds. The City is (a) issuing the Series 2024A ose of (i) paying a portion of the costs of the Infrastructure Projects as defined the Resolution, (ii) funding capitalized interest on the Series 2024A Bonds, and ain costs of issuance of the Series 2024A Bonds; (b) issuing the Series 2024B purpose of (i) paying a portion of the costs of the Infrastructure Projects, as defined ed in the Resolution and (ii) paying certain costs of issuance of the Series 2024B Bonds. ecuting and delivering by the City of a Bond Purchase Agreement, dated 4 (the "Bond Purchase Agreement") with Siebert Williams Shank & Co., LLC, as the entative (the "Representative") acting on its own behalf and on behalf of Estrada Hinojosa aggregate principal amount of $[PA Forever Infrastructure Programs) Ta Ad Valorem Tax Bonds, (Mia (collectively, the "Series 2024 pursuant to and under the autho 166, Part II, Florida Statutes, Code of the City, as ame Resolution No. R-24-xx on May 9, 2024 (the " Circuit Court for the the Miami Forever Bonds for the pu and identified i (iii) paying c Bonds for and identi (b) the , 2 repr C-1 SUBSTITUTED. & Company, Inc., Jeffries LLC, and Blaylock Van, LLC (collectively, the "Underwriters") c) a Registrar and Paying Agency Agreement, by and between the City and the Bank of Ne York Mellon Trust Company, National Association, for registrations and payments in conne on with the Series 2024 Bonds ("Paying Agent Agreement"), (d) a Continuing Disclosure Ag ement, by and between the City and Digital Assurance Certification, LLC, relating to the Serie 024 Bonds (the "Continuing Disclosure Agreement"), (e) a Preliminary Official Statement o a e City dated , 2024 (the "Preliminary Official Statement"), (f) a final Official statement of the City dated , 2024 (the "Official Statement"). All terms used ein in capitalized form and not otherwise defined herein shall have the meanings ascribed the o in the Resolution or the Bond Purchase Agreement. In connection with this opinion, the Office of the City Att► ey has examined such documents, instruments, proceedings and public records of the Ci and made such inquiry of officials of the City as deemed necessary to render the requested op ion. In such examination, we have assumed the genuineness of all signatures on all docu nts (other than those of City officials), the authenticity of all documents submitted to us as ►. iginals, and the legal capacity of all natural persons executing documents, resolutions, certifica' ons, reports and other items related to the issuance of the Series 2024 Bonds and the financing ► the Projects. Based on such participation, examination and afters of law as the Office of the City Attorney has determined relevant for the purposes of -ndering this opinion, in reliance upon the advice and Opinions of Bond Counsel regarding fe• al and State tax matters, Disclosure Counsel regarding federal and State securities laws, d in reliance upon the certificates of the Representative, the Paying Agent's representa ' es, the Financial Advisor to the City, the Tax Certificate, the Continuing Disclosure Agree ' ent, and other certifications by City officials, and subject to the reservations set forth herein, I , m of the opinion that: 1. The City is a municipal Constitution and laws of the State and execute, deliver and perform its ob Agreement, the Paying Agent Statement, and the Continuing Disclosure Agreement. rporation, duly created and validly existing under the s full legal right, power and authority to adopt, authorize, gations under the Series 2024 Bonds, the Bond Purchase reement, the Preliminary Official Statement, the Official 2. The City ha duly adopted the Resolution and the City has duly authorized, executed and delivered the • eries 2024 Bonds, the Bond Purchase Agreement, the Paying Agent Agreement, the Prelimi ► .ry Official Statement, the Official Statement, and the Continuing Disclosure Agreement. he Series 2024 Bonds, the Bond Purchase Agreement, the Paying Agent Agreement, the Co nuing Disclosure Agreement, and the Resolution each constitute legal, binding and valid • , igations of the City, enforceable in accordance with their respective terms; provided, howev, , that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, oratorium and other similar laws affecting creditors' rights generally, and subject, as to sforceability, to general principles of equity. 3. To the best of my knowledge, the adoption of the Resolution, and the authorization, executi • and delivery of the Series 2024 Bonds, the Bond Purchase Agreement, the Registrar and Payin ; Agent Agreement, the Preliminary Official Statement, the Official Statement, and the Co nuing Disclosure Agreement, and compliance with the provisions thereof, will not conflict C-2 SUBSTITUTED. with, or constitute a breach of or default under, any law, administrative regulation, consent d. ree, ordinance, resolution, or any other agreement or other instrument as the case may be, to wch the City was or is subject in connection with the Series 2024 Bonds and the Projects, nor ill such enactment, adoption, execution, delivery, authorization, or compliance result in the reation or imposition of any lien, charge of other security interest, or encumbrance of any natu whatsoever upon any of the property or assets of the City pledged to the repayment of the Seri 2024 Bonds, or under the terms of any law, administrative regulation, ordinance, resolutio •r instrument to which the Series 2024 Bonds are subject, except as expressly provided by the ' esolution. 4. To the best of my knowledge, all approvals, consents, auth• zations and orders of any governmental authority or agency having jurisdiction in any matter ich would constitute a condition precedent to the respective performances by the City of is obligations under the Resolution, the Series 2024 Bonds, the Bond Purchase Agreement, the ' egistrar and Paying Agent Agreement, the Preliminary Official Statement, the Official S . ement, and the Continuing Disclosure Agreement have been obtained and are in full for• and effect, and the City has complied with all conditions precedent to the issuance of the Se es 2024 Bonds in resolutions and the Resolution of the City. 5. The City is lawfully empowered to pledg; the Pledged Funds for payment of the principal of and interest on the Series 2024 Bonds in th manner and to the extent provided in the Resolution and the Bond Purchase Agreement. 6. To the best of my knowledge, r -re is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by an court, government agency, public board or body, pending or threatened against the City offici.. involved with the sale and issuance of the Series 2024 Bonds, affecting or seeking to prohibi estrain or enjoin the sale, issuance or delivery of the Series 2024 Bonds, the pledge of the Pies . ed Funds, or contesting or affecting as to the City, the validity or enforceability in any respect ' the Series 2024 Bonds, the Bond Purchase Agreement, the Registrar and Paying Agent Ag ement, the Preliminary Official Statement, the Official Statement, the Continuing Disclosur• Agreement, and the Resolution, or contesting the powers of the City and the City Commission •r any authority for the issuance of the Series 2024 Bonds, the financing of the Infrastructure P ejects, the power to pledge the Pledged Funds, the adoption of the Resolution, and the exec on of the Bond Purchase Agreement, the Registrar and Paying Agent Agreement, the Prel. inary Official Statement, the Official Statement, the Continuing Disclosure Agreement, or . I y other matter which may result in any material adverse change in the business, properties, ass: or financial condition of the City, when taken as a whole, that would affect the City' s ability o make payments under the Series 2024 Bonds and to finance the Projects. 7. Bason the examination which I have caused to be made and the participation of the City Attorn-, s Office at conferences at which the contents of the Preliminary Official Statement an. the Official Statement were discussed, I have no reason to believe that the Preliminary • ficial Statement as of its date and the Official Statement as of its date and as of the date hereof other than the information concerning DTC or its book -entry system of registration and info ation provided by the Underwriters in the section entitled "UNDERWRITING") contain . y untrue statements of a material fact or omit to state any material fact required to be C-3 SUBSTITUTED. stated therein or necessary to make the statements therein, in light of the circumstances der which they were made, not misleading. I am an attorney qualified to practice law only in the State of Florida and expres , o opinion as to the laws of any other state (including any laws which may be applicable by virtue of the application of the choice of law provisions under State law). No opinion is expres d herein as to compliance with State or federal tax or securities laws. The foregoing opinions e subject to the effect of, and restrictions and limitations imposed by or resulting from ban 'dptcy, insolvency, debt adjustment, moratorium, reorganization or other similar laws affectin_ reditors' rights and judicial discretion and the valid exercise of the sovereign police powers ' the State and of the constitutional power of the United States of America. This opinion slit i ld not be construed as offering materials or an offering circular, prospectus, or official state ► -nt and is not intended in any way to be a disclosure statement used in connection with the s e or delivery of the Series 2024 Bonds. My opinions expressed herein are predicated upon resent law (and interpretations thereof), facts, and circumstances, and I assume no affirmati obligation to update the opinions expressed herein if such laws (and interpretations thereof) acts, and circumstances change after the date hereof. No one, other than the specific addressees .med above, is entitled to rely upon the statements made and the conclusions expressed wi n this opinion. GKW/XEA V- truly yours, George K. Wysong III, Esq. City Attorney C-4 SUBSTITUTED. EXHIBIT D Form of Opinion of Counsel to the Underwriters , 2024 Siebert Williams Shank & Co., LLC, as representative Tampa, Florida Estrada Hinojosa & Company, Inc. [ ] Jefferies LLC [ ] Blaylock Van, LLC [ ] Ladies and Gentlemen: We have acted as counsel to you in connec •n with the issuance and sale by the City of Miami, Florida, a municipal corporation of the ate of Florida (the "City" or "Issuer"), of its $ Limited Ad Valorem Tax Bond • (Miami Forever Infrastructure Programs), Tax - Exempt Series 2024A (the "Series 2024A Bo ds") and its $ Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure P •grams), Taxable Series 2024B (the "Series 2024B Bonds" and, together with the Series 202A Bonds, the "Series 2024 Bonds"), pursuant to the Bond Purchase Agreement, dated May , 2024 (the "Bond Purchase Agreement"), by and between Siebert Williams Shank & C. , LLC ("Representative"), acting on behalf itself, Estrada Hinojosa & Company, Inc., Jeffe s LLC and Blaylock Van, LLC (collectively with the Representative, the "Underwriters' , and the City. All capitalized terms used herein without definition shall have the meanin , assigned to them in the Bond Purchase Agreement. In connection with t' purchase of the Series 2024 Bonds, we have reviewed (i) the Preliminary Official State ► nt, dated [ , , 2024], relating to the Series 2024 Bonds (the "Preliminary Offici. tatement"); (ii) the Official Statement, dated [ , , 2024], relating to the Series 20 Bonds (the "Final Official Statement" and, together with the Preliminary Official Statement, t "Official Statement"); (iii) the Bond Purchase Agreement; and (iv) such other documents, i ' truments and agreements and related matters of law as we have deemed necessary in orde o render this opinion. We also participated in conferences with representatives of the City, B nt Miller Olive PA (Issuer's Counsel), Butler Snow LLP ("Bond Counsel"), Akerman LL' "Disclosure Counsel"), and others in the course of which the contents of portions of the Offic' , Statement and related matters were discussed and revised. we ar the basis of the foregoing and having regard to legal questions that we deem relevant, f the opinion that under existing law: D-1 SUBSTITUTED. 1. The Series 2024 Bonds are not subject to the registration requirements . the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualificatio under the Trust Indenture Act of 1939, as amended. 2. The provisions governing continuing disclosure in the City's Continui Agreement, dated [ , , 2024], comply as to form in all material re requirements of Rule 15c2-12(b)(5), as promulgated by the Securities and Exch. , le Disclosure ects with the Commission. 3. We are not passing upon and do not assume any responsibi ' for the accuracy, completeness, adequacy or fairness of any of the statements contained in t- Preliminary Official Statement or the Final Official Statement and make no representation thwe have independently verified the accuracy, completeness or fairness of such statement To assist you in your investigation concerning the Preliminary Official Statement and t - Final Official Statement, however, we have reviewed certain documents and have participat, 4 in conferences in which the contents of the Preliminary Official Statement and the Final Offic. 1 Statement and related matters were discussed. During the course of our work on this matter, , ased upon our participation in the preparation of the Preliminary Official Statement and the Fina •fficial Statement as counsel to the Underwriters and our participation at conferences at which e Preliminary Official Statement and the Final Official Statement were discussed, but wi out having undertaken to determine independently the accuracy, completeness or fairness of e statements contained in the Preliminary Official Statement or the Final Official Statement, no believe that the Preliminary Official Statement or th any untrue statement of a material fact or omitted the statements therein, in light of the circumst provided that no belief or opinion need be s financial, operating, accounting, numerical i or engineering information, demographic opinion contained or incorporated in t Statement, (ii) the descriptions of DTC Statement and the Final Official S Counsel, Disclosure Counsel and te "TAX MATTERS" and in APP Official Statement, (iv) the i Official Statement and the APPENDIX B, APPEND Official Statement. We obligations under the B d cts came to our attention that caused us to final Official Statement contained or contains omits to state a material fact necessary to make es under which they were made, not misleading, ed regarding (i) the financial statements or other rmation, forecasts, estimates or projections, technical d statistical data, and assumptions or expressions of Preliminary Official Statement and the Final Official nd the DTC Book -Entry System in the Preliminary Official ment, (iii) the information describing the opinions of Bond City Attorney under the captions "LEGAL MATTERS" and DIX D to the Preliminary Official Statement and the Final ormation under the caption "LITIGATION" in the Preliminary final Official Statement, (v) the information in APPENDIX A, C or APPENDIX E to the Preliminary Official Statement and the Final her express no opinion as to the ability of the Issuer to comply with its Resolution or the Continuing Disclosure Agreement. In reaching e views set forth above, we have assumed the following: (i) each of the parties has duly and vali ' y executed and delivered all documents, instruments and agreements executed and delivered i' connection with the issuance of the Series 2024 Bonds to which such party is a signatory, any such party's obligations set forth therein are its legal, valid and binding obligations, enforceabl - n accordance with their terms; (ii) each natural person executing any such instrument, documen or agreement is legally competent to do so; (iii) there are no oral or written modifications of or a , -ndments to such instruments, documents and agreements, and there has been no waiver of an of the provisions thereof, by actions or conduct of the parties or otherwise; and (iv) all D-2 SUBSTITUTED. documents, instruments and agreements submitted to us as originals are authentic, all docu - -nts, instruments and agreements submitted to us as certified or photostatic copies confo to the original documents, instruments and agreements, and all signatures on all documents, in ments and agreements submitted to us for examination are genuine. The views expressed above are limited to the matters set forth above, a, no opinions should be inferred beyond the matters expressly stated. We assume no obligati ' to supplement this letter if any applicable laws or interpretations thereof change after the d e hereof or if we become aware of any facts or circumstances that might change the views e •ressed herein after the date hereof. This letter is furnished by us to meet the requirement of para Purchase Agreement and is furnished solely for your benefit and m other person or entity. Very truly yours, D-3 ph 7(g)(12) of the Bond not be relied upon by any SUBSTITUTED. EXHIBIT E FORM OF PRELIMINARY OFFICIAL STATEMENT 8600847'.v9 0 0 • E SUBSTITUTED. AKERMAN DRAFT 04/30/202 PRELIMINARY OFFICIAL STATEMENT DATED , 2024 NEW ISSUES — BOOK ENTRY ONLY Ratings: Moody's: " " S&P: " " ( ou (See "Ratings" her ) In the opinion of Butler Snow LLP, Bond Counsel, under existing laws, regulations, publi judicial decisions and assuming the accuracy of certain representations and continuous comp covenants described herein, interest on the Series 2024A Bonds (defined below) is excludabl under federal income tax laws pursuant to Section 103 of the Internal Revenue Code of 19 date of delivery of the Series 2024A Bonds (the "Code'), and such interest is not a spe purposes of the federal alternative minimum tax, however, such interest is taken into annual adjusted financial statement income of applicable corporations (as defined in S the purpose of computing the alternative minimum tax imposed on corporations. Bon that the interest on the Series 2024E Bonds (defined below) is includable in gros purposes. Bond Counsel is also of the opinion that the Series 2024 Bonds (defin are not subject to taxation under the laws of the State of Florida, except as to e Florida Statutes, as amended, and net income and franchise taxes imposed amended. See "TAX MATTERS" herein for a description of other tax con Bonds. [CITY OF MIAMI LOGO] $ CITY OF MIAMI, FLO LIMITED AD VALOREM (MIAMI FOREVER INFRASTRUCTURE PROGRAMS) TAX-EXEMPT SERIES 2024A A BONDS tlook) ok) ed rulings, and ance with certain from gross income 6, as amended to the fic preference item for ount in determining the tion 59(k) of the Code) for ounsel is also of the opinion income for federal income tax below) and the income thereon ate taxes imposed by Chapter 198, y Chapter 220, Florida Statutes, as quences to holders of the Series 2024 Dr Bond $ MIAMI FOREVER INFRASTRUCTURE PROGRAMS) TAXABLE SERIES 2024B Dated: Date of Delivery Due: January 1, as shown on inside cover The $ * City of Miami, Flo - , a Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs) Tax -Exempt Series 2024A (the "' -nes 2024A Bonds") and $ * City of Miami, Florida Limited Ad Valorem Tax Bonds (Miami For' er Infrastructure Programs) Taxable Series 2024B (the "Series 2024B Bonds" and, collectively with the Series 4A Bonds, the "Series 2024 Bonds"), are being issued by the City of Miami, Florida (the "City") pursuant to e Constitution and laws of the State of Florida, including Chapter 163, Chapter 166, Part II, and Chapter 15', Part VII, Florida Statutes, the Charter of the City, and other applicable provisions of law (the "Act") and ' irsuant to Resolution No. R-19-0062 adopted by the City Commission on February 14, 2019 (the "Master ' esolution" or the "Series Resolution"), as supplemented and particularly as supplemented by Resolution . R-24- adopted by the City Commission on , 2024 (the "Supplemental Resolution", to: her with the Master Resolution and the Series Resolution, the "Bond Resolution"). The Series 2024 B• ds are being issued for the purpose of providing funds, to (i) pay or reimburse the City for funds advanced by the ity for costs of certain infrastructure capital projects identified in the Bond Resolution and (ii) pay the costs of '.suance of the Series 2024 Bonds. See "THE PROJECTS," herein. This cover ' , ge contains certain information for quick reference only. It is not, and is not intended to be, a summary of the is , e. Investors must read the entire Official Statement to obtain information needed for the making of an informed i► iestment decision. The .eries 2024 Bonds are being issued by the City as fully registered bonds, which initially will be registered • the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), New York, New York. 1 ividual purchases will be made in book -entry form only through Participants (defined herein) in * Pre *p ary, subject to change. iminary, subject to change. SUBSTITUTED. denominations of $5,000 and integral multiples thereof. Purchasers of the Series 2024 Bonds (the "Ben-.' cial Owners") will not receive physical delivery of the Series 2024 Bonds. Transfers of ownership interests in th- *cries 2024 Bonds will be effected by the DTC book -entry system as described herein. As long as Cede & .. is the registered owner as nominee of DTC, principal and interest payments will be made directly to such regist•. ed owner which will in turn remit such payments to the Participants (as defined herein) for subsequent disbur s ent to the Beneficial Owners. Interest on the Series 2024 Bonds is payable semi-annually on each 1 ..d 1, commencing 1, 20 . Principal of, premium, if any, and interest on the Series 20 Bonds will be payable by The Bank of New York Mellon Trust Company, N.A., Pittsburgh, Pennsylvania, as aying Agent and Bond Registrar. Payment of the principal of, premium, if any, and interest, on the Series 2024 Bo . , s will be secured by a lien upon and a pledge of (i) the revenues derived from the Limited Ad Valorem Tax (as d med herein) to be levied annually on all taxable property in the City and deposited into the Bond Fund (as dewed herein) securing such Series 2024 Bonds, as described herein and, (ii) subject to the conditions and lis ' :tions set forth in the Bond Resolution, a covenant to budget and appropriate, in each fiscal year, legally availa• e non -ad valorem revenues of the City in an amount which together with the amounts on deposit in the Princ .1 and Interest Account and the Bond Amortization Account established in the Bond Fund securing such Series 4 Bonds are sufficient to pay the principal of, redemption premium, if any, and interest on such Series 2024 B B. . ds then due and payable; provided, however, that not more than 10% of the Maximum Annual Debt Service on • Series 2024 Bonds may be paid from such non -ad valorem revenues in any Fiscal Year. The Series 2024 Bond • o not constitute a general indebtedness of the City within the meaning of any constitutional or statutory provisio • or limitation and the City is not obligated to levy any ad valorem taxes other than the Limited Ad Valorem Tax '.r the payment thereof, as described herein. Neither the full faith and credit nor the taxing power of the State any political subdivision or agency thereof (except the taxing power of the City, but only to the extent of the ited Ad Valorem Tax, as described herein) is pledged to the payment of the principal of, premium, if any, and i r • rest of the Series 2024 Bonds. The Series 2024 Bonds are subject to redemption p r to their respective maturities, as described herein under "DESCRIPTION OF THE SERIES 2024 BONDS — • ,tional Redemption," and " — Mandatory Redemption." See the inside cover page for maturities, p ' 'pal amounts, interest rates, yields, prices and CUSIP numbers. THIS PRELIMINARY OFFICIAL STAT ENT IS IN A FORM DEEMED FINAL BY THE CITY FOR PURPOSES OF RULE 15c2-12 PROMULGAT: • UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT FOR CERTAIN F 1 .ANCIAL INFORMATION PERMITTED TO BE OMITTED PURSUANT TO RULE 15c2-12(b)(1). THE SERIES 2024 BONDS •LVE A DEGREE OF RISK AND ARE NOT SUITABLE FOR ALL INVESTORS. The Series 2024 Bonds are ffered when, as, and if issued and received by the Underwriters, subject to the opinion on certain legal matters elating to their issuance by Butler Snow LLP, Jacksonville, Florida, Bond Counsel. Certain legal matters ill be passed upon for the City by Victoria Mendez, Esq., City Attorney, and by Akerman LLP, Miami, Florid. Disclosure Counsel to the City and for the Underwriters by McGuireWoods LLP, Jacksonville, Florida. PFM inancial Advisors LLC, Coral Gables, Florida is serving as Financial Advisor to the City. It is expected that the , eries 2024 Bonds in definitive form will be available for delivery to the Underwriters in New York, New York at tf ' facilities of DTC on or about , 2024. SIEBERT WILLIAMS SHANK & CO., LLC Estrada Hinojosa & Company, Inc. Jefferies LLC Blaylock Van, LLC Dated: 2024 SUBSTITUTED. MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, PRICES AND CUSIP NUMBERS CITY OF MLAMI, FLORIDA LIMITED AD VALOREM TAX BONDS $ (MIAMI FOREVER INFRASTRUCTURE PROGRAMS) TAX-EXEMPT SERIES 2024A Maturity (January 1) Principal Amount* Interest Rate Yield Price % Term Bond Due January 1, 20 Yield % ' ice: CUSIP No.t % Term Bond Due January 1, 20 Yield °/ ' ice: CUSIP No.t Maturity (January 1) Principal Amount* Interest Rate Yield (MIAMI FOREVER INFRAS TAXABLE S CTURE PROGRAMS) ES 2024B $ ° Term Bond Due January 1, 20 Yield % Term Bond Due January 1, 20 Yield * Preliminary, subjec o change. % Price: % Price: Price CUSIP No.t CUSIP No.t Initial USIP Number's Initial CUSIP Number CUSIP® is a re ' stered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Assoc on by FactSet Research System, Inc. Copyright © 2024 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by • I SIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. C .IP® numbers are provided for convenience of reference only. None of the City, the Underwriters or their agents or counsel assume responsib for the accuracy of such numbers. SUBSTITUTED. THE CITY OF MIAMI, FLORIDA 444 S.W. 2nd Avenue Miami, Florida 33130 MAYOR Francis X. Suarez CITY COMMISSIONERS Christine King, Chair Joe Carollo, Vice Chair Miguel Angel Gabela Damian Pardo Manolo Reyes CITY MANAGER Arthur Noriega V CITY CLERK Todd B Hannon CITY ATTO ' Y George K. Wyson II, Esq. CHIEF FINANC ' OFFICER Larry M. .ring, CPA FINAN' DIRECTOR Erica T. ' aschal-Darling, CPA SUER'S COUNSEL ryant Miller Olive P.A. Miami, Florida BOND COUNSEL Butler Snow LLP Jacksonville, Florida DISCLOSURE COUNSEL Akerman LLP Miami, Florida FINANCIAL ADVISOR PFM Financial Advisors LLC Coral Gables, Florida SUBSTITUTED. NO DEALER, BROKER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZE P : Y THE CITY OR THE UNDERWRITERS TO GIVE ANY INFORMATION OR TO MA ANY REPRESENTATIONS IN CONNECTION WITH THE SERIES 2024 BONDS, OTHER N AS CONTAINED IN THIS OFFICIAL STATEMENT, AND, IF GIVEN OR MAD', SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAV G BEEN AUTHORIZED BY THE CITY. THIS OFFICIAL STATEMENT DOES NOT CON ITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR WILL T RE BE ANY SALE OF THE SERIES 2024 BONDS BY ANY PERSON IN ANY JURISDICTION WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION 0 SALE. CAUTIONARY STATEMENTS REGARDING FORWARD-LOO STATEMENTS IN THIS OFFICIAL STATEMENT: CERTAIN STATEMENTS INCLUDED OR INCORPORATED : REFERENCE IN THIS OFFICIAL STATEMENT CONSTITUTE "FORWARD -LOOKING STATEMENTS." SUCH STATEMENTS GENERALLY ARE IDENTIFIABLE BY THE TE' INOLOGY USED, SUCH AS "PLAN," "EXPECT," "ESTIMATE," "BUDGET" OR OTHE' SIMILAR WORDS. SUCH FORWARD -LOOKING STATEMENTS INCLUDE BUT A' NOT LIMITED TO CERTAIN STATEMENTS CONTAINED IN THE INFORMATION UND' ' THE CAPTIONS "ESTIMATED SOURCES AND USES OF FUNDS." THE ACHIEVEMENT OF CERTAIN RESULTS 0 OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD -LOOKING STATEMENTS INV ' VE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS T MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIB . 0 TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR • HIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD -LOOKING STATEMENTS. E CITY DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FOR RD-LOOKING STATEMENTS IF OR WHEN ITS EXPECTATIONS CHANGE OR EVENTS, ONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED DO N• OCCUR. THE INFORMATION SET FO C HEREIN HAS BEEN OBTAINED FROM THE CITY, DTC AND OTHER SOURCES THAT • RE BELIEVED TO BE RELIABLE. THE INFORMATION AND EXPRESSIONS OF OPINIO STATED HEREIN ARE SUBJECT TO CHANGE, AND NEITHER THE DELIVERY OF THIS OFFICIAL STATEMENT NOR ANY SALE MADE HEREUNDER WILL CREATE, DER ANY CIRCUMSTANCES, ANY IMPLICATION THAT THERE HAS BEEN NO CHA ► E IN THE MATTERS DESCRIBED HEREIN SINCE THE DATE HEREOF. THE UNDERW INCLUSION IN THIS INFORMATION IN T THEIR RESPONSI APPLIED TO UNDERWRITE INFORMATIO SUBJECT T STATEME CREATE CITY S ERS HAVE PROVIDED THE FOLLOWING SENTENCE FOR FICIAL STATEMENT: THE UNDERWRITERS HAVE REVIEWED THE S OFFICIAL STATEMENT IN ACCORDANCE WITH AND AS A PART OF ITY TO INVESTORS UNDER THE FEDERAL SECURITIES LAWS AS FACTS AND CIRCUMSTANCES OF THIS TRANSACTION, BUT THE DO NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SUCH THE INFORMATION AND EXPRESSION OF OPINIONS HEREIN ARE HANGE WITHOUT NOTICE, AND NEITHER THE DELIVERY OF THIS OFFICIAL NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES N IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CE THE DATE HEREOF. SUBSTITUTED. THE PRICES AT WHICH THE SERIES 2024 BONDS ARE OFFERED TO THE PU: IC MAY VARY FROM THE INITIAL PUBLIC OFFERING PRICES APPEARING ON THE C') ER PAGE HEREOF. IN CONNECTION WITH THIS OFFERING OF THE SERIES 2024 BON ► , THE UNDERWRITERS MAY ALLOW CONCESSIONS OR DISCOUNTS FROM SUCH ITIAL PUBLIC OFFERING PRICES TO DEALERS AND MAY OVERALLOT 0 EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF S . CH SERIES 2024 BONDS AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAI THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED • ANY TIME. ALL SUMMARIES HEREIN OF DOCUMENTS AND AGREEMENTS : ' QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO SUCH DOCUMENTS AND AG' ' MENTS, AND ALL SUMMARIES HEREIN OF THE SERIES 2024 BONDS ARE QUALIFIED I HEIR ENTIRETY BY REFERENCE TO THE FORM THEREOF INCLUDED IN THE AFORE ID DOCUMENTS AND AGREEMENTS. REFERENCES TO WEB SITE ADDRESSES PRESENTED IN HIS OFFICIAL STATEMENT ARE FOR INFORMATIONAL PURPOSES ONLY AND MAY BE ► E FORM OF A HYPERLINK SOLELY FOR THE READER'S CONVENIENCE. UNLESS :'ECIFIED OTHERWISE, SUCH WEBSITES AND THE INFORMATION OR LINKS C • i TAINED THEREIN ARE NOT INCORPORATED INTO, AND ARE NOT PART OF, THIS OFCIAL STATEMENT. NO REGISTRATION STATEMENT RELATING FILED WITH THE SECURITIES AND EXCHANGE C STATE SECURITIES COMMISSION. IN MAKING MUST RELY ON THEIR OWN EXAMINATIONS OFFERING, INCLUDING THE MERITS AND HAVE NOT BEEN APPROVED OR DISAPPRO COMMISSION OR REGULATORY AUTHORI PASSED UPON THE ACCURACY OR AD REPRESENTATION TO THE CONTRARY THE SERIES 2024 BONDS HAS BEEN MISSION (THE "SEC") OR WITH ANY INVESTMENT DECISION, INVESTORS F THE CITY AND THE TERMS OF THE KS INVOLVED. THE SERIES 2024 BONDS D BY THE SEC OR ANY STATE SECURITIES THE FOREGOING AUTHORITIES HAVE NOT UACY OF THIS OFFICIAL STATEMENT. ANY AY BE A CRIMINAL OFFENSE. THE SERIES 2024 BONDS H • NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, NOR HAS THE BON ► RESOLUTION OR ANY SUPPLEMENTAL RESOLUTION BEEN QUALIFIED UNDER THE ' UST INDENTURE ACT OF 1939, IN RELIANCE UPON EXEMPTIONS CONTAINED IN CH ACTS. THE REGISTRATION OR QUALIFICATION OF THE SERIES 2024 BONDS ACCORDANCE WITH APPLICABLE PROVISIONS OF THE SECURITIES LAWS OF THE ATE, IF ANY, IN WHICH THE SERIES 2024 BONDS HAVE BEEN REGISTERED OR QUAL , IED AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN C ' TAIN OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION REOF. NEITHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON HE MERITS OF THE SERIES 2024 BONDS OR THE ACCURACY OR COMPLETENESS 0 THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY : A CRIMINAL OFFENSE. THIS OF CIAL STATEMENT WILL NOT CONSTITUTE A CONTRACT BETWEEN THE CITY OR TH DERWRITERS AND ANY ONE OR MORE HOLDERS OF THE SERIES 2024 BONDS. SUBSTITUTED. TABLE CONTENTS Pate INTRODUCTION 6 PURPOSE OF THE SERIES 2024 BONDS 8 THE PROJECTS 8 ESTIMATED SOURCES AND USES OF FUNDS 9 DEBT SERVICE SCHEDULE 10 DESCRIPTION OF THE SERIES 2024 BONDS 11 General 11 Optional Redemption 11 Mandatory Redemption 11 Notice and Effect of Redemption 13 Registration, Transfer and Exchange 16 Replacement of Bonds Mutilated, Destroyed, Stolen or Lost 16 SECURITY AND SOURCES OF PAYMENT FOR THE SERIE 2024 BONDS 17 General 17 Limited Ad Valorem Tax; Millage Limitation 17 Covenant to Budget and Appropriate Non -Ad Valorem F • venues 18 Special Investment Considerations 19 Establishment of Funds and Accounts 20 No Reserve Fund 20 Issuance of Additional Bonds 20 AD VALOREM TAXATION 20 General 20 Truth in Millage Bill 21 Property Assessment Procedures 21 Levy of Ad Valorem Taxes 22 Exemptions 22 Millage Rates 23 Assessed Valuations 24 Tax Collection 24 Tax Deeds 25 NON -AD VALOREM REV NUES 27 Taxes 27 Fees, Licenses, and ' rmits 31 Intergovernmental ' evenues 32 Fines and Forfei • es 36 Charges for Se r / ices 36 Other Reven and Financing Sources 36 Recent Le:. ation 36 Pledge o . 1 on -Ad Valorem Revenues 1 Genera and 5 THE C OF MIAMI 6 B. ground 6 iii SUBSTITUTED. TABLE CONTENTS (continued) Page City Government 6 Budget Process and Control 8 Adoption of Investment Policy and Debt Management Policy 8 Financial Integrity Ordinance 10 Internal Auditor 11 Insurance Considerations Affecting the City 11 Ability to be Sued, Judgments Enforceable 12 Health Insurance 12 Pension Plans 13 Accrued Compensated Absences 14 Other Post -Employment Benefits 14 Risk of Changing Economic Conditions . Error! Bookmark not defined. Climate Change 15 Direct Debt 17 Annual Debt Service Requirements to Maturity 18 LEGISLATIVE AND CONSTITUTIONAL INITIATIVES C • CERNING AD VALOREM TAXES 18 LEGAL MATTERS 1 LITIGATION 2 DISCLOSURE REQUIRED BY FLORIDA BLUE S REGULATIONS 3 TAX MATTERS 4 Series 2024A Bonds 4 Series 2024B Bonds 4 Original Issue Discount 4 Original Issue Premium 5 Backup Withholding 6 Florida Tax Matters 6 Changes in Federal and State Tax aw 6 RATINGS 6 FINANCIAL ADVISOR 7 7 7 8 F REMEDIES 8 LOSURE 9 COMPLETENESS OF OFFICIAL STATEMENT 9 OKING STATEMENTS 10 EOUS 10 ZATION OF OFFICIAL STATEMENT 11 FINANCIAL STATEMENT'. UNDERWRITING CONTINGENT FEES ENFORCEABILITY CONTINUING D ACCURACY A FORWARD- MISCELL AUTHO iv APPENDICES APPENDIX A: APPENDIX B: APPENDIX C: APPENDIX D: APPENDIX E: SUBSTITUTED. TABLE CONTENTS (continued) Page GENERAL INFORMATION REGARDING THE CITY OF MIAMI THE MASTER RESOLUTION, THE SERIES RESOLUT 4N AND THE SUPPLEMENTAL RESOLUTION ANNUAL COMPREHENSIVE FINANCIAL REPORT OF CITY OF MIAMI FOR FISCAL YEAR ENDED SEPTEMBER 30, 2023 FORM OF BOND COUNSEL OPINION FORM OF CONTINUING DISCLOSURE AGREEMEN v SUBSTITUTED. OFFICIAL STATEMENT relating to CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BONDS (MIAMI FOREVER INFRASTRUCTURE PROGRAMS) $ $ TAX-EXEMPT SERIES 2024 TAXABLE SERIES 124 INTRODUCTION The purpose of this Official Statement, including the cover page and ..pendices, is to set forth information concerning the City of Miami, Florida (the "City"), the $ City of Miami, Florida Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs) T -Exempt Series 2024A (the "Series 2024A Bonds") and the $ City of Miami, Florida L. ited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs) Taxable Series 2024B (t "Series 2024B Bonds" and, collectively with the Series 2024A Bonds, the "Series 2024 Bonds") n connection with the sale of the Series 2024 Bonds. The Series 2024 Bonds are being issued pursuant to t Constitution and laws of the State of Florida (the "State"), including Chapter 163, Chapter 166, P II, and Chapter 159, Part VII, Florida Statutes, the Charter of the City, and other applicable pro sions of law (the "Act") and pursuant to Resolution No. R-19-0062 adopted by the City Com scion on February 14, 2019 (the "Master Resolution" or the "Series Resolution"), all as supple ented and particularly as supplemented by Resolution No. R-24- adopted by the City Com scion on , 2024 (the "Supplemental Resolution," together with the Master Resolution and e Series Resolution, the "Bond Resolution"). The Series 2024 Bonds are being issued f the purpose of providing funds to (i) pay or reimburse the City for funds advanced by the City for cos . of certain infrastructure capital projects identified in the Bond Resolution and (ii) pay the costs of iss ce of the Series 2024 Bonds. See "PURPOSE OF THE SERIES 2024 BONDS" herein. The Series 2024 Bonds are spe the Pledged Funds as provided in t revenues to be levied annually on all such Series 2024 Bonds, and (ii) s a covenant to budget and approp City in an amount which toge the Bond Amortization Acc sufficient to pay the princi due and payable; .rovid the Series 2024 Bonds al limited obligations of the City payable from and secured by Bond Resolution, including (i) the Limited Ad Valorem Tax xable property in the City and deposited in the Bond Fund securing ject to the conditions and limitations set forth in the Bond Resolution, te, in each fiscal year, legally available non -ad valorem revenues of the r with the amounts on deposit in the Principal and Interest Account and t established under the Bond Fund securing such Series 2024 Bonds are of, redemption premium, if any, and interest on the Series 2024 Bonds then , however, that not more than 10% of the Maximum Annual Debt Service on ay be paid from such non -ad valorem revenues in any Fiscal Year. The Series 024 Bonds shall not be or constitute a general indebtedness within the meaning of any constitutiona •r statutory provision or limitation and the City is not obligated to levy any ad valorem taxes other th. ' the Limited Ad Valorem Tax (as defined in the Bond Resolution) for the payment thereof. Neit• •r the full faith and credit nor the ad valorem taxing power of the State or any political subdivision ,r agency thereof (except the taxing power of the City, but only to the extent of the Limited Ad ValorTax) is pledged to the payment of the Series 2024 Bonds. See "SECURITY AND SOURC ' S OF PAYMENT FOR THE SERIES 2024 BONDS" herein. P •liminary, subject to change. 6 SUBSTITUTED. The summaries of and references to all documents, statutes, reports and other instruments re ed to herein do not purport to be complete, comprehensive or definitive, and each such summand reference is qualified in its entirety by reference to each such document, statute, report or ins u nt. All capitalized terms used in this Official Statement and not otherwise defined herein have the m, s nings set forth in the Bond Resolution, unless the context would clearly indicate otherwise. A copy .f the Bond Resolution is attached hereto as "APPENDIX B — THE MASTER RESOLUTION, E SERIES RESOLUTION AND THE SUPPLEMENTAL RESOLUTION." All documents of the City referred to herein may be obtained from the City' Finance Director, 444 S.W. 2nd Avenue, 6th Floor, Miami, Florida 33130, Telephone (305) 416-1328. Remainder of Page Intentionally Left Blank.] 7 SUBSTITUTED. PURPOSE OF THE SERIES 2024 BONDS The Master Resolution provides for the issuance and validation of an aggregate princip not exceeding Four Hundred Million Dollars ($400,000,000.00) in one or more separate se exempt or taxable Limited Ad Valorem Tax Bonds (Miami Forever Capital Programs) pay valorem taxes levied on all taxable property in the City provided that the City's debt serv. exceed the rate of 0.5935 mills, for the purpose of paying for capital improvement p flooding risks, improve stormwater infrastructure, improve affordable housing, econ parks, cultural facilities, streets and infrastructure, and to enhance public safety wit rates not to exceed the maximum rate allowed by law. The Series Resolution also the Series 2024 Bonds as the first tranche of bonds to be issued by the City to pr reimburse the City for funds advanced by the City for costs of certain infr identified in the Bond Resolution and (ii) pay the costs of issuance of the Seri THE PROJECTS As stated above and in the Bond Resolution, the proceeds of to finance a portion of the costs of certain infrastructure projects identified in the Supplemental Resolution, the initial Projects construction of new parks and renovations and improve improvements; the construction of community centers; improv control and flood mitigation including seawall replacement related construction and repair of roads, sidewalks and of of the Projects, see the Supplemental Resolution in " A THE SERIES RESOLUTION AND THE SUPPLEME 8 mount s of tax - le from ad e millage not jects to reduce is development, interest payable at ecifically authorizes ide funds to (i) pay or tructure capital projects 2024 Bonds. e Series 2024 Bonds will be used thin the City (the "Projects"). As nclude, but are not limited to: the nts to existing parks; public pool ents for stormwater management, flood nd repair and new pump stations, and the public improvements. For a specific listing ENDIX B — THE MASTER RESOLUTION, AL RESOLUTION." SUBSTITUTED. ESTIMATED SOURCES AND USES OF FUNDS The proceeds derived from the sale of the Series 2024 Bonds and other available m• ies are expected to be used as follows: Series 2024 Bond SERIES 2024 SOURCES: Principal Amount of Series 2024 Bonds [Plus/Less] [Net] Original Issue [Premium/Discount] TOTAL SERIES 2024 SOURCES SERIES 2024 USES: Deposit to Series 2024 Construction Account $ Costs of Issuance') Underwriters' Discount TOTAL SERIES 2024 USES (1) Consists of financial advisory and legal fees and expenses, rating agency es and miscellaneous costs of issuance. Remainder of Page Inte onally Left Blank.] 9 SUBSTITUTED. DEBT SERVICE SCHEDULE The following table sets forth the aggregate debt service requirements for the Series 2024 onds. Fiscal Year Ending Series 2024 Bonds Total Debt September 30th Principal Interest Service 2024 $ $ $ 2023 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 205 T..ls $ $ $ [Remainder of page intentionally left blank.] 10 SUBSTITUTED. DESCRIPTION OF THE SERIES 2024 BONDS General The Series 2024 Bonds will be issued as fully registered, book -entry only b ds in the denominations of $5,000 and integral multiples thereof, through the book -entry only syst; maintained by The Depository Trust Company, New York, New York. Subject to the book -entry s .tem provisions described below, the principal of and redemption premium, if any, on the Series 20 4 Bonds will be payable upon presentation and surrender at the designated office of The Bank of Ne ork Mellon Trust Company, N.A. (the "Paying Agent"). Interest on the Series 2024 Bonds is pay..le semi-annually on 1 and 1 of each year, commencing 1, 20 . Subject to the book - entry system provisions described below, interest will be paid by check and ailed to the owners in whose names the Series 2024 Bonds are registered on the close of business . the 15th day (whether or not a business day) of the month preceding each interest payment date (t "Record Date"); provided, however, that the Holder of Series 2024 Bonds in an aggregate principa .mount of at least $1,000,000 will be entitled to have interest paid by wire transfer as provided in the : and Resolution. Interest on the Series 2024 Bonds will be computed on the basis of a 360-day year of -- elve 30-day months. Optional Redemption The Series 2024A Bonds maturing on and after Janu.. 1, 20, option of the City on or after January 1, 20, in whole or i . .art at any determined by the Bond Registrar, at a redemption pric: equal to the accrued interest to the date fixed for redemption without r emium. The Series 2024B Bonds maturing on and a January 1, 20, option of the City on or after January 1, 20, in w ole or in part at any determined by the Bond Registrar, at a redemp on price equal to the accrued interest to the date fixed for redemption •thout premium. Mandatory Redemption are subject to redemption at the time, in such manner as will be principal amount thereof, plus are subject to redemption at the time, in such manner as will be principal amount thereof, plus The Series 2024A Bonds ma : g on January 1, 20 are subject to mandatory sinking fund redemption in part prior to maturity .,- lot through the application of Sinking Fund Requirements, at a redemption price equal to 100% of e principal amount thereof, plus accrued interest to the redemption date, on January 1 in the following , mounts and in the year specified as follows: Year * *Maturity Principal Amount The S es 2024A Bonds maturing on January 1, 20 are subject to mandatory sinking fund redemption i ' part prior to maturity by lot through the application of Sinking Fund Requirements, at a redemptio .rice equal to 100% of the principal amount thereof, plus accrued interest to the redemption date, on J uary 1 in the following amounts and in the year specified as follows: Year 11 Principal Amount * *Maturity SUBSTITUTED. The Series 2024B Bonds maturing on January 1, 20 are subject to mandory sinking fund redemption in part prior to maturity by lot through the application of Sinking Fun ' equirements, at a redemption price equal to 100% of the principal amount thereof, plus accrued inte st to the redemption date, on January 1 in the following amounts and in the year specified as follows: Year * *Maturity Principal Amount The Series 2024B Bonds maturing on January 1, • are subject to mandatory sinking fund redemption in part prior to maturity by lot through the . , .lication of Sinking Fund Requirements, at a redemption price equal to 100% of the principal amo thereof, plus accrued interest to the redemption date, on January 1 in the following amounts and in the ear specified as follows: *Maturity Year * Principal Amount Remainder of Page Intentionally Left Blank.] 12 SUBSTITUTED. Notice and Effect of Redemption Notice of redemption shall be given by deposit in the U.S. mails of a copy of a redempti postage prepaid, at least thirty (30) days before the redemption date to all registered owners o 2024 Bonds or portions of the Series 2024 Bonds to be redeemed at their addresses as they registration books to be maintained in accordance with the provisions hereof. Failure to notice to a registered owner of a Series 2024 Bond, or any defect therein, shall not affe the proceedings for redemption of any Series 2024 Bond or portion thereof with re failure or defect occurred. Such notice shall set forth the date fixed for redemption, the rate of inter 2024 Bond being redeemed, the name and address of the Bond Registr redemption price to be paid and, if less than all of the Series 2024 Bonds the for redemption, the distinctive Series, numbers and letters, including CU Series 2024 Bonds to be redeemed and, in the case of Series 2024 Bonds portion of the principal amount thereof to be redeemed. If any Series 20 only, the notice of redemption which relates to such Bond shall also date, upon surrender of such Series 2024 Bond, a new Series 2024 B Series in a principal amount equal to the unredeemed portion of su In the case of an optional redemption, any notice of re upon the deposit of moneys, in an amount equal to the amo the Bond Registrar, Paying Agent or an Authorized Depo redemption date or (2) the City retains the right to redemption date (in either case, a "Conditional Rede shall be of no effect if such moneys are not so depo subsection. Any such notice of Conditional Re Redemption." Any Conditional Redemption may the Finance Director delivers a written directi rescind the redemption notice. The Bond affected Bondholders. Any Series 2024 Bo been rescinded shall remain Outstanding such funds available shall constitute an shall give immediate notice to the se the redemption did not occur and th. the Outstanding. notice, e Series ear on the al any such the validity of ect to which no t borne by each Series and Paying Agent, the utstanding shall be called numbers, if any, of such be redeemed in part only, the Bond is to be redeemed in part to that on or after the redemption d or Series 2024 Bonds of the same Series 2024 Bond will be issued. ption may state that (1) it is conditioned t necessary to effect the redemption, with ory acting as escrow agent no later than the re ind such notice on or prior to the scheduled ton"), and such notice and optional redemption ed or if the notice is rescinded as described in this mption shall be captioned "Conditional Notice of rescinded at any time prior to the redemption date if to the Bond Registrar directing the Bond Registrar to gistrar shall give prompt notice of such rescission to the s subject to Conditional Redemption where redemption has d neither the rescission nor the failure by the City to make ent of default under the Bond Resolution. The Bond Registrar ties information repositories and the affected Bondholders that Series 2024 Bonds called for redemption and not so paid remain Any notice mailed as ovided in this section shall be conclusively presumed to have been duly given, whether or not the o r of such Series 2024 Bond receives such notice. The Bond Regis mailing of a notice of notice of redemption. shall not be required to transfer or exchange any Series 2024 Bond after the demption nor during the period of fifteen (15) days next preceding mailing of a Book -Entry Onl ystem THE OLLOWING INFORMATION CONCERNING DTC AND DTC'S BOOK -ENTRY ONLY SYS M HAS BEEN OBTAINED FROM SOURCES THAT THE CITY BELIEVES TO BE RELIAB ' . THE CITY TAKES NO RESPONSIBILITY FOR THE ACCURACY THEREOF. AS BO O LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2024 BONDS, MINEE OF DTC, CERTAIN REFERENCES IN THIS OFFICIAL STATEMENT TO THE DHOLDERS OR REGISTERED OWNERS OF THE SERIES 2024 BONDS SHALL MEAN CEDE 13 SUBSTITUTED. & CO. AND WILL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2024 BONDS. E DESCRIPTION WHICH FOLLOWS OF THE PROCEDURES AND RECORD KEEPING 1 ITH RESPECT TO BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2024 BONDS, P • . MENT OF INTEREST AND PRINCIPAL ON THE SERIES 2024 BONDS TO DIRECT PARTICIP '. TS (AS HEREINAFTER DEFINED) OR BENEFICIAL OWNERS OF THE SERIES 20 BONDS, CONFIRMATION AND TRANSFER OF BENEFICIAL OWNERSHIP INTERESTS IN E SERIES 2024 BONDS, AND OTHER RELATED TRANSACTIONS BY AND BETWEEN DT1, THE DIRECT PARTICIPANTS AND BENEFICIAL OWNERS OF THE SERIES 2024 BONDS IS : ASED SOLELY ON INFORMATION FURNISHED BY DTC. ACCORDINGLY, THE CITY DOE OT MAKE ANY REPRESENTATIONS CONCERNING THESE MATTERS. DTC will act as securities depository for the Series 2024 Bonds. The ries 2024 Bonds will be issued as fully -registered securities registered in the name of Cede & Co. (DT( s partnership nominee) or such other name as may be requested by an authorized representative of DT(. One fully -registered Bond certificate will be issued for each maturity of each series of the Series 024 Bonds as set forth in the inside cover of this Official Statement, each in the aggregate principal ount of such maturity, and will be deposited with DTC. DTC, the world's largest securities depository, is a lim under the New York Banking Law, a "banking organization" Banking Law, a member of the Federal Reserve System, a "c the New York Uniform Commercial Code, and a "clearing of Section 17A of the Securities Exchange Act of 1934. D 3.5 million issues of U.S. and non-U.S. equity issues, c market instruments from over 100 countries that DTC' DTC. DTC also facilitates the post -trade settlem securities transactions in deposited securities thro pledges between Direct Participants' accounts. securities certificates. Direct Participants inclu banks, trust companies, clearing corporations subsidiary of The Depository Trust & Cle for DTC, National Securities Clearing Co are registered clearing agencies. DTCC DTC system is also available to othe banks, trust companies, and clearin with a Direct Participant, either dir the Indirect Participants are coll Global Inc. ("S&P") rating of the Securities and Exchange d-purpose trust company organized ithin the meaning of the New York ng corporation" within the meaning of ency" registered pursuant to the provisions holds and provides asset servicing for over orate and municipal debt issues, and money participants ("Direct Participants") deposit with t among Direct Participants of sales and other electronic computerized book -entry transfers and is eliminates the need for physical movement of both U.S. and non-U.S. securities brokers and dealers, and certain other organizations. DTC is a wholly -owned g Corporation ("DTCC"). DTCC is the holding company oration and Fixed Income Clearing Corporation, all of which owned by the users of its regulated subsidiaries. Access to the , such as both U.S. and non-U.S. securities brokers and dealers, corporations that clear through or maintain a custodial relationship tly or indirectly ("Indirect Participants"). The Direct Participants and tively referred to herein as the "DTC Participants." DTC has an S&P A+. The DTC Rules applicable to its DTC Participants are on file with ommission. More information about DTC can be found at www.dtcc.com. Purchases of the .eries 2024 Bonds under the DTC system must be made by or through Direct Participants, which wil eceive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of e h Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' recors . Beneficial Owners will not receive written confirmation from DTC of their purchase. Benefi .1 Owners are, however, expected to receive written confirmations providing details of the transaction, : s well as periodic statements of their holdings, from the Direct or Indirect Participant through whic' the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2024 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participacting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates represe ng their ownership interests in the Series 2024 Bonds, except in the event that use of the book - entry stem for the Series 2024 Bonds is discontinued. 14 SUBSTITUTED. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTP are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as ' .y be requested by an authorized representative of DTC. The deposit of the Series 2024 Bonds with C and their registration in the name of Cede & Co. or such other DTC nominee do not effect any hange in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 24 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts s Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect ' articipants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct P A icipants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect P. icipants 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 S es 2024 Bonds within a series or maturity of a series are being redeemed, DTC's practice is to determi .y 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 nomin the Series 2024 Bonds unless authorized by a Direct Parti procedures. Under its usual procedures, DTC mails an Omn after the record date. The Omnibus Proxy assigns Cede Direct Participants to whose accounts the Series 2024 Bon a listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and div Bonds will be made to Cede & Co., or such of representative of DTC. DTC's practice is to cre funds and corresponding detail information fr payment date in accordance with their res Participants to Beneficial Owners will be g the case with securities held for the acco and will be the responsibility of such Registrar and Paying Agent, subject t time to time. Payment of redempti such other nominee as may be re the City and/or the Registrar an be the responsibility of DTC, responsibility of Direct and I will consent or vote with respect to ant in accordance with DTC's NMI s Proxy to the City as soon as possible Co.'s consenting or voting rights to those are credited on the record date (identified in end payments, as applicable, on the Series 2024 r nominee as may be requested by an authorized t Direct Participants' accounts upon DTC's receipt of the City or the Registrar and Paying Agent on the ctive holdings shown on DTC's records. Payments by erned by standing instructions and customary practices, as is is of customers in bearer form or registered in "street name," articipant and not of DTC nor its nominee, the City, or the any statutory or regulatory requirements as may be in effect from proceeds, distributions and dividend payments to Cede & Co. (or ested by an authorized representative of DTC) is the responsibility of aying Agent, disbursement of such payments to Direct Participants will d disbursement of such payments to the Beneficial Owners will be the irect Participants. DTC may disco nue providing its services as depository with respect to the Series 2024 Bonds at any time by giving asonable notice to the City or paying agent. Under such circumstances, in the event that a success. depository is not obtained, the Series 2024 Bond certificates are required to be printed and deliver - The Ci (or a success delivered to may decide to discontinue use of the system of book -entry -only transfers through DTC securities depository). In that event, the Series 2024 Bond certificates will be printed and TC. 15 SUBSTITUTED. No Assurance Regarding DTC Practices The foregoing information in this section concerning DTC and DTC's book -entry system . s been obtained from sources that the City believes to be reliable, but the City, the Underwriters an he Bond Registrar take no responsibility for the accuracy thereof. So long as Cede & Co. is the registered owner of the Series 2024 Bonds as nince of DTC, references herein to the holders or registered owners of the Series 2024 Bonds will mea, Cede & Co. and will not mean the Beneficial Owners of the Series 2024 Bonds. Neither the City, the Bond Registrar nor the Underwriters will have y responsibility or obligation to the Participants, DTC or the persons for whom they act with resp; t to (i) the accuracy of any records maintained by DTC or by any Direct or Indirect Participant of C, (ii) payments or the providing of notice to the Direct Participants, the Indirect Participants or th- : eneficial Owners, (iii) the selection by DTC or by any Direct or Indirect Participant of any Beneficia •caner to receive payment in the event of a partial redemption of the Series 2024 Bonds or (iv) any e er action taken by DTC or its partnership nominee as owner of the Series 2024 Bonds. Registration, Transfer and Exchange So long as the Series 2024 Bonds are registered in the n e of DTC or its nominee, the following paragraphs relating to transfer and exchange of Series 2024 B e ds do not apply to the Series 2024 Bonds. Any Series 2024 Bond may be transferred upon e registration books maintained by the Bond Registrar upon delivery thereof to the designated office .f the Bond Registrar accompanied by a written instrument or instruments of transfer in form and w guaranty of signature satisfactory to the Bond Registrar, duly executed by the Bondholder or hi attorney -in -fact or legal representative, containing written instructions as to the details of the transfer such Bond, along with the social security number or federal employer identification number of such ansferee. In all cases of a transfer of a Series 2024 Bond, the Bond Registrar shall at the earliest . ctical time in accordance with the terms hereof enter the transfer of ownership in the registration bo► s and shall deliver in the name of the new transferee or transferees a new fully registered Series 20, Bond or Series 2024 Bonds of the same Series, maturity and of authorized denomination or denomina ens, for the same aggregate principal amount and payable from the same source of funds. Series 2024 : onds may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of ries 2024 Bonds, of other authorized denominations of the same Series and maturity. The City and e Bond Registrar may charge the Bondholder for the registration of every transfer or exchange of a S es 2024 Bond an amount sufficient to reimburse them for any tax, fee or any other governmental ch , ge required (other than by the City) to be paid with respect to the registration of such transfer o -xchange, and may require that such amounts be paid before any such new Series 2024 Bond shall be d ivered. The City, the B► d Registrar, and the Paying Agent may deem and treat the registered owner of any Series 2024 Bon, as the absolute owner of such Series 2024 Bond for the purpose of receiving payment of the prin •al thereof, and redemption premium, if any, thereon. The Series 2024 Bonds may be exchanged at t' - office of the Bond Registrar for a like aggregate principal amount of Series 2024 Bonds or other a orized denomination of the same Series and maturity. Replacemen of Bonds Mutilated, Destroyed, Stolen or Lost I any Series 2024 Bond is mutilated, destroyed, stolen or lost, the City or its agent may, in its discreti' (i) deliver a duplicate replacement Series 2024 Bond, or (ii) pay a Series 2024 Bond that has ma d or is about to mature. A mutilated Bond shall be surrendered to and canceled by the Bond Re trar. The Bondholder must furnish the City and the Bond Registrar proof of ownership of any 16 SUBSTITUTED. destroyed, stolen or lost Series 2024 Bond; post satisfactory indemnity; comply with any reaso' . ble conditions the City and the Bond Registrar may prescribe; and pay the City's and the Bond Re:.trar's reasonable expenses. Any such duplicate Series 2024 Bond shall constitute an original contractual obli:. ion on the part of the City whether or not the destroyed, stolen or lost Series 2024 Bond is at any e found by anyone, and such duplicate Series 2024 Bond shall be entitled to equal and proportio e benefits and rights as to lien on, and source of payment of and security for payment from, the I I s pledged to the payment of the Series 2024 Bond so mutilated, destroyed, or stolen or lost. SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 24 BONDS General The Series 2024 Bonds are special limited obligations of the Ci payable from and secured by the Pledged Funds as provided in the Bond Resolution, including ( the Limited Ad Valorem Tax revenues to be levied annually on all taxable property in the City and . ' .osited in the Bond Fund securing such Series 2024 Bonds, and (ii) subject to the conditions and limitat .ns set forth in the Bond Resolution, a covenant to budget and appropriate, in each fiscal year, legally av - ilable non -ad valorem revenues of the City in an amount which together with the amounts on deposit the Principal and Interest Account or any Bond Amortization Account securing such Series 2024 :.nds is sufficient to pay the principal of, redemption premium, if any, and interest on such Series 20 4 Bonds then due and payable; provided, however, that not more than 10% of the Maximum Annual ebt Service on the Series 2024 Bonds may be paid from such non -ad valorem revenues in any Fiscal Y . r. The "Limited Ad Valorem Tax" is defined in the Bond Resolution to mean an ad valorem tax levie by the City on all the taxable property within the City (excluding exemptions as provided by applicable aw) for the purpose of paying the principal of and interest on the Miami Forever Limited Ad Valor. Tax Bonds (as defined in the Bond Resolution); provided, however, that such ad valorem tax shal .e levied at such millage rate that, when added together with the City's other debt service millage, resu in an aggregate debt service millage rate that does not exceed 0.5935 mills (the "Millage Limitation' In each Fiscal Year while any of the Series 2024 Bonds are outstanding, the City shall levy and cect the Limited Ad Valorem Tax, subject to the Millage Limitation, to pay the principal of and inte st on the Series 2024 Bonds as the same shall become due. For more information on the imited Ad Valorem Tax see "Limited Ad Valorem Tax; Millage Limitation" below and "AD VALO' . M TAXATION" herein. See also "LEGISLATIVE PROPOSALS" herein for a discussion on certain . s under consideration by the Florida Legislature that could impact ad valorem taxation. For more info r ation on the City's non -ad valorem revenues see "Covenant to Budget and Appropriate Non -Ad Valo ' m Revenues" below and "NON -AD VALOREM REVENUES" herein. Limited Ad Valorem Tax• illage Limitation When the Cit Commission authorized the voter referendum in 2017, that ballot language provided for the issuce of bonds to finance certain capital projects and improvements in an aggregate principal amount n► exceeding four hundred million dollars ($400,000,000.00) provided that the City's debt service mill. ,e for capital projects not exceed the Millage Limitation. This ballot language will limit the City's abilit to issue debt obligations payable from the debt service millage for capital projects, also taking into ace aunt any other debt obligations payable from ad valorem taxes collected through the City's capital prof: is millage. The only other outstanding debt obligations payable from the capital projects millage . the City's General Obligation Refunding Bonds, Series 2015 and 2017 (collectively, "Outst... ing General Obligation Bonds") outstanding in the amount of $63,025,000 as of September 30, 2023. e City does not currently have any other outstanding full faith and credit general obligations bon.., nor are there any authorized but unissued general obligation bonds. Other than the Bonds 17 available future a shall obli SUBSTITUTED. authorized under the Bond Resolution and the Outstanding General Obligation Bonds, there are no debt obligations payable or authorized to be paid (in the case of authorized but unissued Bonds re after the date of issuance and sale of the Series 2024 Bonds) from ad valorem taxes collected th capital projects millage that have been authorized but not issued. her fining gh the The Bond Resolution requires the City to limit the capital project millage tthe Millage Limitation while any Miami Forever Limited Ad Valorem Tax Bonds remain Outstandi ► t. The Millage Limitation may prevent the collection of ad valorem tax revenues sufficient to pay the ' -ries 2024 Bonds and any other Bonds issued under the Bond Resolution. See "AD VALOREM T ATION — Millage Rates" herein. The Series 2024 Bonds do not constitute a general indebtedness of the within the meaning of any constitutional or statutory provision or limitation, and the City is not obli: ed to levy any ad valorem taxes other than the Limited Ad Valorem Tax for the payment thereof, as , escribed herein. Neither the full faith and credit nor the taxing power of the State or any political ubdivision or agency thereof (except the taxing power of the City, but only to the extent of the Limit Ad Valorem Tax, as described in the Bond Resolution) is pledged to the payment of the principal of, emium, if any, and interest of the Series 2024 Bonds. The City has covenanted in the Bond Resolution to dili: tly enforce its right to receive Limited Ad Valorem Tax revenues, to diligently enforce and collect su• taxes and to not take any action that will impair or adversely affect its rights to levy, collect and recei said taxes, or impair or adversely affect in any manner the pledge made in the Bond Resolution or the ghts of the Bondholders. Covenant to Budget and Appropriate Non -Ad Valor Revenues The City has covenanted in the Bond Res with applicable law and budgetary processes, to each Fiscal Year, by amendment if necessary Principal and Interest Account and the Bon revenues in an amount which, together wi Principal and Interest Account and the B redemption premium, if any, and inter however, the amount of non -ad valor 2024 Bonds in such Fiscal Year sh Series 2024 Bonds. Such coven sufficient amounts of legally av extent necessary to pay princi into account any Limited appropriate legally availab legally available non -ad Bond Resolution as appropriated and ac provided, however Fiscal Year to p debt service on the Series 2024 Bonds shall not exceed ten percent (10%) of the Maximum Ann .1 Debt Service on such Series 2024 Bonds in such Fiscal Year. tion, to the extent permitted by and in accordance pare, approve and appropriate in its annual budget for d to transfer to the Paying Agent for deposit to the Amortization Account legally available non -ad valorem the Limited Ad Valorem Tax revenues on deposit in the d Amortization Account is sufficient to pay the principal of, t on the Series 2024 Bonds then due and payable; provided, revenues budgeted and appropriated with respect to the Series not exceed 10% of the Maximum Annual Debt Service on such and agreement on the part of the City to budget and appropriate able non -ad valorem revenues shall be exercised by the City only to the of, premium, if any, and interest on the Series 2024 Bonds, after taking Valorem Tax revenues that are available. The covenant to budget and non -ad valorem revenues shall be cumulative, and shall continue until such lorem revenues in amounts sufficient to make all required payments under the d when due, including any delinquent payments, shall have been budgeted, ally paid into the appropriate funds and accounts under the Bond Resolution; mounts so budgeted and appropriated out of non -ad valorem revenues in any given Suc covenant does not constitute a lien, either legal or equitable, on any of the City's legally n-ad valorem revenues or other revenues, nor does it preclude the City from pledging in the of its legally available non -ad valorem revenues or other revenues to other obligations, nor give the Bondholders a prior claim on the legally available non -ad valorem revenues. The tion of the City under the Bond Resolution will be secured only by the legally available non -ad 18 SUBSTITUTED. valorem revenues actually budgeted and appropriated and transferred to the Paying Agent for deposi ' nto the funds and accounts created under the Bond Resolution. The City may not expend, in any year, • oneys not appropriated or in excess of revenues budgeted in such year. The obligation of the City t► ►udget, appropriate and make payments under the Bond Resolution from its legally available non-. i valorem revenues is subject to the availability of non -ad valorem revenues after satisfying funding quirements for obligations having an express lien on or pledge of such revenues and after sati ing funding requirements for essential governmental services of the City. Such covenant is, however umulative and shall carry over from year to year. Enforcement of the City's obligation to budget and appropriate legally avable non -ad valorem revenues shall be through appropriate judicial proceedings. The City has issued . may issue other bonds or debt obligations secured by a similar covenant. See "Non -Ad Valorem Reve► 4es - Obligations Payable from Non -Ad Valorem Revenues" herein. In addition, various contracts ,f the City which do not constitute debt may be secured in a similar manner. The City has not covenanted to maintain any programs or othe . ctivities which generate non -ad valorem revenues. Furthermore, the obligation of the City to budg and appropriate non -ad valorem revenues is subject to a variety of factors, including the payment of - .sential governmental services of the City and the obligation of the City to have a balanced budget. Special Investment Considerations Limitations of Limited Ad Valorem Tax Pledge ` imited Ad Valorem Tax Bonds" are not the same as full faith and credit general obligations bonds, fo hich the unlimited taxing power of the City is pledged. The Limited Ad Valorem Tax (which is the pment source for the Series 2024 Bonds and any other Bonds issued under the Bond Resolution as wel s the Outstanding General Obligation Bonds) may not be levied in excess of the Millage Limitation. Based on currently available informaf , the City believes that the revenues derived from ad valorem taxes collected at a millage rate of ► to the Millage Limitation will be sufficient to pay debt service on the Series 2024 Bonds, other Be ds anticipated to be issued under the Bond Resolution, and the Outstanding General Obligation Bons .. However, a decline in property values within the City or a decline in tax collections could create a . tuation where Limited Ad Valorem Tax revenues would not be sufficient to pay all such debt service n such circumstances, Limited Ad Valorem Tax revenues might not be available for the payment o y debt service on the Series 2024 Bonds or other Bonds issued under the Bond Resolution. The • tstanding General Obligation Bonds, however, have a higher millage cap, and the holders of the Outs ding General Obligation Bonds would have recourse against the City to levy additional millage in ex' ss of the Millage Limitation solely to pay such Outstanding General Obligation Bonds. Factors leading e such circumstances might include local, regional or national economic downturns; natural dis.. ers such as hurricanes or floods; changes in state legislation; judicial challenges to tax rates and colleons; and the inability of the Miami -Dade County, Florida (the "County") Property Appraiser to proper assess such taxes and the County Tax Collector to collect such taxes efficiently. Limitat ns of Covenant to Bud et and A A. ►ro ►riate from Non -Ad Valorem Revenues. The City's covenant to •.. dget and appropriate funds from legally available non -ad valorem revenues to pay debt service on e Series 2024 Bonds in any given year is limited to 10% of the Maximum Annual Debt Service o uch Series 2024 Bonds. Such amounts therefore would not be sufficient to ensure payment of all debt • rvice on the Series 2024 Bonds if the Limited Ad Valorem Tax revenues are insufficient to pay debt s► ice on the Series 2024 Bonds by more than such 10% amount. 19 SUBSTITUTED. As described above, the City's covenant to budget and appropriate such funds does not con ute a lien, either legal or equitable, on any of the City's revenues. The amount of such non -ad v . orem revenues available to make payments on the Series 2024 Bonds may be further limited b (i) the requirement for a balanced budget, (ii) funding requirements for essential governmental sery es of the City, (iii) a decrease in one or more of the sources of non -ad valorem revenues, for example, - fluctuation in the Half -Cent Sales Tax collections due to changes in economic activity and a decrea in the dollar volume of purchases in Miami -Dade County, (iv) legislative action and (v) the inabili of the City to expend revenues not appropriated or in excess of funds actually available after the usof such funds to satisfy obligations having an express lien or pledge on such funds. Furthermore, the ' ity is not restricted in its ability (1) to pledge such revenues for other purposes or to issue additional de specifically secured by such revenues or by a covenant similar to or greater than that securing the Se s 2024 Bonds or (2) to reduce or discontinue services that generate non -ad valorem revenues. All of t' - se factors may limit the availability of Non -Ad Valorem Revenues available to pay a portion of th- debt service on the Series 2024 Bonds. In addition, there can be no certainty as to the outcome o' any judicial proceedings to enforce the City's obligation to appropriate such funds. Establishment of Funds and Accounts The Bond Resolution establishes several funds and counts, including the "Series 2024 Infrastructure Bonds Fund" (the "Bond Fund") and two acco within each such fund designated the "Principal and Interest Account" (the "Principal and Interes ' Account") and the "Bond Amortization Account" (the "Bond Amortization Account"), all of which ds and accounts will be held in trust by the Paying Agent. No Reserve Fund No debt service reserve fund will be establi ed as security for the Series 2024 Bonds. Issuance of Additional Bonds The City agrees not to issue any as ' tional Limited Ad Valorem Tax Bonds approved under the Bond Resolution or full faith and credit g, eral obligation bonds, or other debt obligations payable from the Debt Millage, unless the City's chi- financial officer certifies that based on the City's then -current assessed valuation, taxes generated by .pplying the millage rate of 0.5935 mills will equal or exceed 1.0x coverage of principal of and intere on: (i) the outstanding Miami Forever Limited Ad Valorem Tax Bonds, (ii) outstanding full faith . d credit general obligation bonds including the Outstanding General Obligation Bonds, (iii) outstand. , g other voter approved bonds payable from the Debt Millage, and (iv) any additional Miami Forever imited Ad Valorem Tax Bonds or full faith and credit general obligation bonds proposed to be issued. AD VALOREM TAXATION General Under F1' •da law, the assessment of all properties and the collection of all county, school district, special xing district, and municipal property taxes in the City are consolidated in the office of County Prop- Appraiser and the Tax Collector. The laws of the State of Florida regulating tax assessment . e designed to assure a consistent property valuation method statewide. icle VII, Section 9(b) of the Florida Constitution limits the aggregate rate of ad valorem taxes that m be levied on real and personal property. The limitation, except as noted below, is ten (10) mills each or all City and municipal purposes. A mill is equal to one -tenth (0.1) of one cent of one dollar 20 SUBSTITUTED. ($0.01) or $1.00 for every $1,000 of assessed value. Article VII, Section 9(b) excludes from the 1 ill cap ad valorem taxes which are necessary to pay debt service on general obligation bonds. The millage rate of each taxing authority, except as limited by law, is established on basis of estimates of revenue needs and total taxable property valuations within each taxin_ authority's jurisdiction. Ad valorem taxes are not levied in excess of actual budget requirements. In tting millage rates, the applicable governmental unit is required by State law to assume not less than nity-five percent (95%) of the taxable value of the property within its jurisdiction, as certified by t county property appraiser. Section 4 of Article VII of the Constitution of the State provides, with -rtain exceptions: "By general law regulations shall be prescribed which shall secure a just valuation all real property for ad valorem taxation." The factors considered in arriving at a just valuation, as s forth in Section 193.011, Florida Statutes, as amended, are summarized as follows: (1) the present cash value of the property; (2) the highest and best use to which the property can b expected to be put in the immediate future and the present use of the property; (3) the location of the property; (4) the quantity or size of the property; (5) the cost of the property and the prese replacement value of any improvements to the property; (6) the condition of the property; (7) (8) the income from the property; the net proceeds of the sal costs of sale. Truth in Millage Bill In 1973, the State of Flo taxing decisions made by loca Millage Bill or "Trim Bill," that if the tax rate establish shall publish notice of th adoption of the final b as the millage rate th levied in the prior additions to struc added due to ge of the property after deduction of certain reasonable fees and da enacted legislation to encourage public awareness of spending and lected officials. That legislation was amended in 1980 by the Truth-in- w codified in Section 200.65, Florida Statutes. The legislation provides by the governing board exceeds the rolled -back tax rate, the taxing authority proposed tax increase prior to the public hearing required to be held for the get and millage rate. Under Section 200.065, a "rolled -back tax rate" is defined would produce the same amount of ad valorem taxes in each current year as were ear, exclusive of any increase in assessments resulting from new construction, es, deletions, rehabilitations which increase the assessed value by 100% and property raphic boundary changes. Property A . essment Procedures al and personal property valuations are determined each year as of January 1 by the County Prope Appraiser's Office. The assessment roll is prepared between each January 1 and July 1, with each : xpayer given notice of the proposed assessed value of his property. 21 SUBSTITUTED. The property owner has the right to file an appeal with the County Value Adjustment ard, which considers petitions relating to, among other things, assessments and exemptions. The Coun alue Adjustment Board certifies the assessment roll upon completion of the hearing of all appeals illage rates are then computed by the various taxing authorities and certified to the County Property ppraiser, who applies the millage rates to the assessment roll. This procedure creates the tax roll ich is then annually turned over to the County Tax Collector on or about the first Monday in October. Levy of Ad Valorem Taxes A notice is mailed to each property owner on the tax roll for the taxes ley school boards, and other taxing authorities. All taxes are due and payable on Nov as soon thereafter as the certified tax roll is received by the Tax Collector. Taxe of such notice with discounts at the rate of 4% if paid in the month of Novem of December; 2% if paid in the month of January; and 1% if paid in the during the month of March are without discount. Taxes become delinque in which they are assessed or 60 days after mailing of the original t delinquency date for ad valorem taxes is later than April 1 of the yea are assessed, all dates or time periods specified in the Florida St administrative procedures regarding, delinquent taxes shall be exte Exemptions d by cities, counties, ber 1 of each year or ay be paid upon receipt r; 3% if paid in the month nth of February. Taxes paid on April 1 following the year otice, whichever is later. If the following the year in which taxes tes relative to the collection of, or ed a like number of days. Exemptions from the ad valorem tax include the f t $25,000 to $50,000 of assessed value for a homestead; homestead property of totally and permane y disabled persons; improved real property on which a renewable energy source device is installed . d operated; inventory; property used by not -for - profit hospitals, nursing homes and homes for spec . services; property used by certain not -for -profit homes for the aged; property used exclusively fo educational purposes by educational institutions or other exempt organizations, including charter ools, for educational purposes; property owned by certain charitable, literary, religious or scientifi organizations and used predominately for such purposes; property owned and used for educational p ► ses by labor organizations; property of certain community centers; certain property used for affordably ousing; property owned and used by certain governmental units; property of certain not -for -profit se - -r and water companies; and the first $500 of property of every widow, widower, blind person or disable i person. For more information regarding existing and proposed ad valorem tax exemptions, see "LEGISLATIVE AND CONSTITUTIONAL INITIATIVES CONCERNING AD VALOREM T ES." Remainder of Page Intentionally Left Blank.] 22 SUBSTITUTED. Millage Rates The City has reduced or maintained its millage rate each year beginning with Fiscal Year 013. The reduction gives the City capacity to increase taxes for an emergency. The following table s► .ws millage rates for the City for fiscal years ending September 30, 2012 through September 30, ; 3. THE CITY OF NHAMI, FLORIDA PROPERTY TAX RATES General Fiscal Year Tax Roll Year O . erations Debt Se r ice Total Cit 2013 2012 7.5710 0.91 40 8.4710 2014 2013 7.6148 0.' 62 8.4310 2015 2014 7.6465 r.7385 8.3850 2016 2015 7.6465 0.6886 8.3351 2017 2016 7.6465 0.6435 8.2900 2018 2017 7.4365 0.5935 8.0300 2019 2018 7.5865 0.4435 8.0300 2020 2019 7.5665 0.4235 7.9900 2021 2020 7.6665 0.3235 7.9900 2022 2021 7.6665 0.3235 7.9900 2023 2022 7.55 0.3235 7.8774 Source: Miami -Dade County Property Appraisers Office. Note: All millage rates are based on $1 for every $1,000 of asse • d value. mainder of Page Intentionally Left Blank.] 23 SUBSTITUTED. Assessed Valuations The following table shows the assessed valuations for the City for fiscal years ending Se 30, 2013 through September 30, 2023. THE CITY OF NHANH, FLORIDA NET ASSESSED VALUE AND ESTIMATED ACTUAL VALUE OF TAXABLE LAST TEN FISCAL YEARS Fiscal Year Ended September 30, 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Real Property Residential Property $20,102,680,659 21,934,172,831 24,605,804,321 27,319,085,749 30,510,541,198 32,694,764,561 36,145,085,669 39,059,892,406 40,749,289,342 46,196,295,350 52,854,931,418 Commercial Property $10,558,773,418 11,333,504,297 13,199,485,300 15,141,552,949 16,942,681,891 18,370,692,628 20,300,307,800 21,350,788,617 22,410,214,056 24,694,856,292 28,288,129,784 Personal Property $2,074,115,500 2,017,164,410 2,097,769,007 2,141,666,844 2,168,086,910 2,291,647,844 2,516,205,948 2,596,961,699 2,675,736,25 2,858,329,5 3,308,707 21 Net Assessed Value $32,735,569,5 35,284,841 .38 39,903,0 :,628 44,60 05,542 49,6 ,309,999 53 .57,105,033 961,599,417 63,007,642,722 65,835,239,651 73,749,481,211 84,451,768,423 mber OPERTY Total City Estimated Tax Millage Actual Value 8.4710 8.4310 8.3850 8.3351 8.2900 8.0300 8.0300 7.9900 7.9900 7.9900 7.8774 $ 39,674,594,000 44,910,824,446 54,280,943,197 60,628,790,417 66,582,430,165 71,868,917,720 76,358,400,388 78,950,963,476 81,693,987,652 97,315,325,026 120,403,671,841 Source: City of Miami, Finance Department and Miami -Dade C. ty Property Appraiser's Office; Annual Comprehensive Financial Report 2022 and 2023. Note: Property in the City is reassessed each year. State la equires the Property Appraiser to appraise property at 100% of market value. The Florida Constitution was amended, eff tive January 1, 1995, to limit annual increases in assessed value of property with homestead exemption to 3 percent per ye . or the amount of the Consumer Price Index, whichever is lower. The increase is not automatic since no assessed value sha xceed market value. Tax rates are per $1,000 of assessed value. Tax Collection It is the County Tax Colle er's duty on or before June 1 of each year to advertise and sell tax certificates on real property delin. •encies extending from the previous April 1. The tax certificates must not be less than the amount oft taxes plus interest from April 1 to the date of sale, together with the cost of advertising and expense of le. Delinquent real property taxes bear interest at the rate of 18% per year from April 1 until a certific. - is sold at auction, at which time the interest rate is as bid by the buyer of the certificate not to exce- , 18%. Delinquent taxes may be redeemed prior to sale of the tax certificates upon payment of all cos ., delinquent taxes, and interest. The minimum interest for delinquent taxes paid prior to the sale of a ce ificate is 3%. A tax cert cate may be redeemed by paying the County Tax Collector the face value of the certificate, intere• , costs, charges and omitted taxes, if any, plus a redemption fee of $5. The redeemer must pay the ierest rate due on the certificate or 5% of the face amount of the certificate, whichever amount is gr-, er, unless the certificate was bid at no interest. F rida law provides a different method for the collection of delinquent tangible personal property taxes, ich includes the possible seizure and sale of the tangible personal property. 24 SUBSTITUTED. Tax Deeds After two years from April 1 of the year of issuance of the tax certificate and before se n years of the date of issuance, a private holder of any unredeemed tax certificate may apply for a tax ' ed to the property. For tax certificates acquired by Miami -Dade County, the County also has a two-y: , r minimum wait period for purchase of a tax deed, beginning April 1 of the year of issuance of the c ificate. Such procedures are governed by State law applicable to all Florida counties. The request for a tax deed is referred to the Clerk of the Circuit Court of ► , iami-Dade County who will hold an auction after the proposed sale of the tax deed has been advertise ' for four consecutive weeks in a newspaper as prescribed by law. The following table shows tax levies and tax collections in the for fiscal years ending September 30, 2013 through September 30, 2023. THE CITY OF MIAMI, FLORIDA PROPERTY TAX LEVIES AND COLLE r ONS Collected within the Fiscal Year Total Collections of Levy To Date Fiscal Year Total Taxes Collections of Ended Levied for Percent Delinquent Percent September 30, Fiscal Year Amount of Lev Taxes Amount of Lev 2013 $262,193,908 $251,210,062 95.81% $ 6,852,822 $258,062,884 98.42% 2014 281,070,226 260,389,830 92.64 6,206,637 266,596,467 94.85 2015 315,966,185 286,106,822 90. 8,045,210 294,152,032 93.10 2016 353,176,443 320,048,201 9'.62 4,332,986 324,381,187 91.85 2017 390,792,627 350,970,845 9.81 12,468,857 363,439,702 93.00 2018 407,034,676 384,282,266 94.41 12,965,608 397,247,874 97.60 2019 449,788,561 408,965,659 90.92 18,238,870 427,204,529 94.98 2020 478,259,512 446,908,46 93.44 24,968,743 471,877,210 98.67 2021 499,722,387 486,873, .8 97.43 18,215,189 505,088,757 101.07 2022 559,795,437 512,76 ,:69 91.60 17,005,069 529,767,938 94.64 2023 631,997,343 570, 4,265 90.25 18,833,869 589,208,134 93.23 Source: City of Miami, Finance Depart . nt and Miami -Dade County Tax Collector's Office; Annual Comprehensive Financial Report 2023 Note: The County Tax Collector collections of delinquent taxes may exceed 100%. es not allocate delinquent taxes collected by the original tax year levied. Consequently, all applied to the immediately prior tax year and, as a result, the percentage for collections to date [Remainder of Page Intentionally Left Blank.] 25 SUBSTITUTED. As of the 2023 Tax Roll, the City's ten largest ad valorem taxpayers, the assessed values of eir properties (in thousands of dollars), and their relative percentage of total assessed property value n the City follows: TEN LARGEST TAX ASSESSMENTS 2023 TAX ROLL ASSESSED VALUES Taxpayer Florida Power and Light Ponte Gadea Biscayne LLC TWJ 1101 LLC River Landing Development LLC 5 Plaza LLC Brickell Holdings LLC T C 701 Brickell LLC PPF AMLI NE 2 Ave LLC MCPP WFC Miami LLC 1450 Brickell LLC Total Source: City of Miami Comprehensive Annual Financial Report, Septe Net Assessed Value $ 999,954,215 380,000,000 370,168,692 258,263,288 241,821,000 241,731,55 240, 226, 222 2 700 10 79 ,860 10,000 385 494 $3 12,317,106 er 2023 Note: Percent of Total Net Assessed Value column does not foot duo rounding. [Remainde • f Page Intentionally Left Blank.] 26 Percent : Total Net Ass:. sed Value 1.18% 0.45 0.44 0.31 0.29 0.29 0.29 0.27 0.26 0.26 4.03% SUBSTITUTED. NON -AD VALOREM REVENUES The Series 2024 Bonds are payable from Pledged Funds which includes Non -Ad '' alorem Revenues (as defined in the Bond Resolution) budgeted, appropriated and deposited by the Ci for such purpose as described herein. However, the ability of the City to covenant to budget and appr .riate Non - Ad Valorem Revenues is subject to a variety of factors, including the obligation of the to provide governmental services and the provisions of State law which require the City to have a ba , ced budget. Non -ad valorem revenues of the City may be pledged or applied, subject tcertain limitations disclosed herein, for the payment of debt obligations of the City. Such non -ad valor revenues include a broad category of revenues, including, but not limited to, revenues received fre the federal and state governments, investment income and income produced from certain services . , facilities of the City, as described below. Portions of non -ad valorem revenues have been, and may subsequtly be, pledged to secure debt issued by the City. Any such debt is or will be payable from such speci non -ad valorem revenues prior to payment of debt service on the Series 2024 Bonds. Amounts in p. i ular categories of non -ad valorem revenues may increase or decrease in the future due to factors withi er outside of the control of the City. Certain categories may cease to exist altogether, and new sourc-. may come about from time to time. Some sources of non -ad valorem revenues are limited by State aw as to use. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2024 BON P . — Special Investment Considerations — Limitations of Covenant to Budget and Appropriate from No Ad Valorem Revenues" herein. The amounts and availability of any of the City' including reduction or elimination by change of Sta according to which certain of the City's non -ad valo of certain of the City's non -ad valorem revenues co to the general economy of the City. Accordin adverse effect on the amount of non -ad valore Year. on -ad valorem revenues are subject to change, law or changes in the facts or circumstances revenues are allocated. In addition, the amount cted by or distributed to the City are directly related , adverse economic conditions could have a material revenues collected or received by the City in any Fiscal The Florida Department of Finan• .1 Services has developed, as part of the Uniform Accounting System Manual's Chart of Accounts, si ajor categories of local government revenues: taxes; permits, fees and special assessments, license and permits; intergovernmental revenues; charges for services; judgments, fines and forfeitures; . I 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 vale. em revenues: Taxes Utilities Tax Rev. ues The "Utilitie ax" (also, commonly referred to as the "Public Services Tax") is imposed by the City pursuant to th- onstitution 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 withi such municipality of electricity, metered natural gas, liquefied petroleum gas either metered or bo ed, manufactured gas either metered or bottled, and water service. Services competitive with those - . merated in the previous sentence, as defined by ordinance, shall be taxed on a comparable base at th same rates. However, fuel oil shall be taxed at a rate not to exceed four cents ($0.04) per gallon. e City has levied a utilities tax on the purchase of electricity, metered or bottled gas and water servic at a rate of ten percent (10%) of the charge made by the seller of such service or commodity and four ents ($0.04) per gallon upon every purchase of fuel oil. 27 SUBSTITUTED. 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 ele city, if no less than twenty percent (20%) of the employees of such business are residents of an ente se zone, excluding temporary and part-time employees. A municipality is also permitted to exe • .t from the Public Service Tax up to and including the first 500 kilowatt hours of electricity purchase • ser month for residential use and to exempt all or a portion of the purchase of electricity, metered na gas, liquefied petroleum gas either metered or bottled, or manufactured gas either metered or bottled •r reduce the rate of taxation thereon, when purchased by an industrial consumer which uses the electri or gas directly in industrial manufacturing, processing, compounding or a production process of ite 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 ervice Tax for any public body as defined in Section 1.01, Florida Statutes, and any non-profi corporation or cooperative association organized under Chapter 617, Florida Statutes, which provi s water utility services to no more than 13,500 equivalent residential units, ownership of which wi revert to a political subdivision upon retirement of all outstanding indebtedness. In addition to th-, other exemptions and exclusions described herein, a municipality may exempt from the Public Se ce Tax the purchase of metered or bottled gas (natural liquefied petroleum gas or manufactured) .r fuel oil for agricultural purposes. "Agricultural purposes" means bona fide farming, pasture, ; ove or forestry operations including horticulture, floricultural, viticulture, dairy, livestock, poul r; , bee and aquaculture. The City does exempt purchases by the United States Federal Government, e State, the County, the school district, and any public bodies exempted by law or court order. The Public Service Tax shall not be applied a, : inst any fuel adjustment charge. The term "fuel adjustment charge" means all increases in the cost • ' utility services to the ultimate consumer resulting from an increase in the cost of fuel to the utility sub quent to October 1, 1973. The Public Service Tax must be colle - d by the seller from purchasers at the time of sale and remitted to the City on a monthly basis. Tax- . on most utility services are separately itemized on the bill rendered to customers, but separate disclos is not required. A failure by a consumer to pay that portion of the bill attributable to the Public Servi Tax may result in a suspension of the service involved in the same fashion as the failure to pay that p ion of the bill attributable to the particular utility service. The amount of Public Sery ' - Tax received by the City may fluctuate as the price of water, gas and/or electricity and the other sices subject to the Public Service Tax fluctuates and a sustained increase in the price thereof may ave an adverse effect on the amount of Public Service Tax collected. Local Communicatio s Services Tax The Communica' ons Services Tax Simplification Act, enacted by Chapter 2000-260, Laws of Florida, as amended b Chapter 2001-140, Laws of Florida, and now codified in part as Chapter 202, Florida Statutes (the " STA") established, effective October 1, 2001, a local communications services tax on the sale of com ' 'cations services as defined in Section 202.11, Florida Statutes, and as of the same date repealed Sec on 166.231(9), Florida Statutes, which previously granted municipalities the authority to levy a utility .ervices tax on the purchase of telecommunications services. The City set the rates for its local comm ations services tax pursuant to Ordinance No. 12078 enacted on June 14, 2001. proceeds of the local communications services tax, less Florida Department of Revenue's ("FDO' cost of administration which may not exceed 1% of the total tax generated, are deposited in the Local ommunications Services Tax Clearing Trust Fund (the "CST Trust Fund") and distributed mo ly to the appropriate jurisdiction. The local communications services tax revenues received by the 28 SUBSTITUTED. City are deposited into the City's General Fund and may be used for any public purpose. The rev. ues that are received by the City from such communications services tax which derive from the CS ' Trust Fund created with the FDOR pursuant to Section 202.193, Florida Statutes, may be pledge ► for the repayment of current or future bonded indebtedness. One effect of the CSTA was to replace the former utilities tax on telecommunicaf .ns, including pre -paid calling arrangements, as well as any revenues from franchise fees en cable and telecommunications service providers and permit fees relating to placing or mainting facilities in rights -of -way collected from providers of certain telecommunications servic:., with the local communications services tax. This change in law was intended to be revenue neu to the counties and municipalities. The communications services tax applies to a broader base of cmunications services than the former utilities tax on telecommunications. The local communications services tax applies to the purchase e ' "communications services" which originated or terminated within the City, with certain : - emptions described below. "Communication services" under the CSTA are defined as the transm . ion, conveyance, or routing of voice, data, audio, video, or any other information or signals, incl ng cable services, to a point, or between or among points, by or through any electronic, radio, satelli , cable, optical, microwave, or other medium or method now in existence or hereafter devised, reg dless of the protocol used for such transmission or conveyance. The term does not include: (a) Information services. (b) Installation or maintenance of wiring or ipment on a customer's premises. (c) The sale or rental of tangible persona .roperty. (d) The sale of advertising, including ►ut not limited to, directory advertising. (e) Bad check charges. (f) Late payment charges. (g) Billing and collection • rvices. (h) Internet access se ice, electronic mail service, electronic bulletin board service, or similar on-line s- ices. While such services separately from the charge ability to exclude such se books and records kep charges with books a area, including tern The sal agency thereo municipality governme supporte museu havi ve historically been taxed if the charges for such services are not stated for communications services, on a customer's bill, providers now have the ces from the tax if they can be reasonably identified from the selling dealer's in the regular course of business. The dealer may support the allocation of records kept in the regular course of business covering the dealer's entire service ries outside of Florida. of communications services to (i) the federal government, or any instrumentality or or any entity that is exempt from state taxes under federal law, (ii) the State or any county, r political subdivision of the State when payment is made directly to the dealer by the 1 entity, and (iii) any home for the aged or educational institution (which includes state tax - and nonprofit private schools, colleges and universities and nonprofit libraries, art galleries and s, among others) or religious institutions (which include, but are not limited to, organizations an established physical place for worship at which nonprofit religious services and activities are 29 SUBSTITUTED. regularly conducted) that is exempt from federal income tax under Section 501(c)(3) of the In al Revenue Code of 1986, as amended (the "Code"), are exempt from the local communications servis tax. Any sale of communications services charged to a service address in the City is su.; - ct to the City's local communications services tax at a rate of 5.72%. The CSTA provides that, to the xtent that a provider of communications services is required to pay to a local taxing jurisdiction a tax, c rge, or other fee under any franchise agreement or ordinance with respect to the services or reven s that are also subject to the local communications services tax, such provider is entitled to a credit agst the amount of such local communications services tax payable to the State in the amount of such to charge, or fee with respect to such service or revenues. The amount of such credit is deducted from e amount that such local taxing jurisdiction is entitled to receive under Section 202.18(3), Florida Staes. Under the CSTA, local governments must work with the FDOR properly identify service addresses to each municipality and county. If a jurisdiction fails to prov e the FDOR with accurate service address information, the local government risks losing tax proceed • hat it should properly receive. The City believes it has provided the FDOR with all information that tFDOR has requested as of the date hereof and that such information is accurate. Providers of communications services collect the local deduct 0.75% as a collection fee (or 0.25% in the case of provi code database or a data base that is either supplied or certi services providers remit the remaining proceeds to the FDO FDOR then makes monthly contributions from the CST T after deducting up to 1% of the total revenues generated mmunications services tax and may rs who do not employ an enhanced zip d by the FDOR). The communications for deposit into the CST Trust Fund. The st Fund to the appropriate local governments an administrative fee. The amount of local communications servi s tax revenues received by the City is subject to increase or decrease due to (i) increases or decrease • in the dollar volume of taxable sales within the City, (ii) legislative changes, and/or (iii) technological . ivances which could affect consumer preferences. The amount of the local communications services .x revenues collected within the City may be adversely affected by de -annexation. Such de-annexati would decrease the number of addresses contained within the City. At this time there are no de-annexons anticipated within the City. Business Tax Revenues The "Business Tax" (former ; called the "Occupational License Tax") includes the business taxes levied and collected by the City p , suant to Chapter 205, Florida Statutes, and Ordinance 10303 enacted by the City on July 23, 1987. ction 205.042, Florida Statutes, authorizes the City to levy "a business tax for the privilege of enga' ng in or managing any business, profession, or occupation within its jurisdiction." The Business may be levied on: (1) Any per .n who maintains a permanent business location or branch office within the municipality, for the p ilege of engaging in or managing any business within its jurisdiction. (2) An person who maintains a permanent business location or branch office within the municipality, for e 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 . business or engages in any occupation or profession in interstate commerce, if the Business Tax is n► prohibited by the United States Constitution. All Business Tax receipts are issued for payment by the City beginning August 1 of each year and su taxes are due and payable on or before September 30 of each year. Each Business Tax receipt 30 SUBSTITUTED. expires on September 30 of the succeeding year. Business Tax receipts that are not renewed whe due and payable are delinquent and subject to a delinquency penalty of 10% for the month of October, us an additional 5% penalty for each subsequent month of delinquency until paid. However, e 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 professio paying the required Business Tax, is subject to a penalty of 25% of the tax due, in add' penalty provided by law or ordinance. Any person who engages in any busine profession covered by Chapter 205, Florida Statutes, who does not pay the required 150 days after the initial notice of tax due, and who does not obtain the required B subject to civil actions and penalties, including court costs, reasonable att administrative costs incurred as a result of collection efforts, and a penalty of up without first n to any other , occupation, or siness Tax within iness Tax receipt, is eys' fees, additional $250. Chapter 205, Florida Statutes, provides that the City may only incr se by ordinance the rates of Business Taxes every other year by up to 5%. The increase, however ay be enacted by at least a majority plus one vote of the Commission. In past sessions of the Florida Legislature, legislation ha been introduced that, had it been enacted, could have reduced the amount of Business Taxes to be ollected by the City. Such proposed legislation was not passed. No assurance can be given that simi legislation will not be re -introduced in the future. Fees, Licenses, and Permits Franchise Fees The City imposes an energy franchise fee u, in FPL pursuant to Ordinance No. 11662, enacted by the City on May 26, 1998, whereby the City gr. -d to FPL, a franchise for the purpose of constructing, operating and maintaining a distribution system or delivery of chilled water and steam to provide energy efficient heating and cooling to existing and e developments. Such franchise is effective for a term of thirty-seven years. The City also impose s franchise fee upon FPL pursuant to Ordinance No. 13169, enacted by the City on May 13, 2010, wh -by the City granted to FPL, a non-exclusive franchise for the purpose of the construction and maint ance of electric light and power facilities for the purpose of supplying electricity and other sery es. Such franchise is effective for a term of thirty years. Additionally, the City has granted ns -exclusive commercial solid waste franchises and levies certain fees thereunder against commercial sol waste service providers. There is no guarantee at the services described above will continue to be provided by such franchisees in the future ra er than by governmental entities, including the City, in which case no franchise fees would be re ved. Additionally, continued receipt of the franchise fees is dependent upon the continued financial v ability of such franchise and the continued need by the City's citizens for the services provided. Licenses an Permits License • and permits consist of revenues generated from the issuance of local professional and occupational enses required for the privilege of engaging in certain trades, occupations, and other activities, b ding permits, and other licenses and permits such as fireworks/bench permits. Florida law may limit e ability of the City to use these regulatory fees for purposes unrelated to the regulated activity d therefore, not all of these fees may be available for the payment of debt service on the Series 2024 :ands 31 SUBSTITUTED. Mobile Home Licenses Section 320.08, Florida Statutes, imposes an annual license tax in lieu of ad valorem to • s upon mobile homes which are not permanently affixed to real property. The annual license taxes a remitted by the Tax Collector to the State. Pursuant to Section 320.081, Florida Statutes, after de ction of a service charge for each license issued, the State remits to the School Board of Miami-DaCounty one half of the proceeds collected on each license and the remainder to the City for units w ich are located within its corporate limits or to the County for units located in the unincorporated areas ' the County. Local Business Tax Receipt (BTR) The City, pursuant to Ordinance No. 10303, enacted by the City on Ju 23, 1987, imposes as a condition precedent to engaging in or operating in the City any business •rofession or occupation, whether as an owner, agent, employee, manage or operator, the procure t of a business tax receipt from the City on or before October 1 of each year. BTR shall be due and p able on September 30 of each year to the City's Finance Department. Building Permits The City's Building Department enforces codes and re: ations established by the State and the County governing the construction, alteration, and maintenance • f buildings and structures within the City for the protection of residents and property. The depa is staff reviews applications and issues building permits for the construction of new buildings a structures and for the alteration of existing ones. Other Permits The City issues numerous permits that cr' s various departments. These include roofing permits for residential and commercial properties, Tem •rary Event Permits (TEP) for events hosted on private property with more than 100 people, garage s permits, and farmers' market permits. Intergovernmental Revenues All revenues received by a lo•: 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 intergove r mental revenues category. The category can be further classified into eight subcategories: federal gr. federal payments in lieu of taxes ("PILOT"), state grants, state shared revenues, state PILOT, if any, .cal grants, local shared revenues, and local PILOT. If a particular grant is funded from separate inte-:overnmental sources, then the revenue is recorded proportionately. The largest component is the Le .1 Government Half -Cent Sales Tax. Hal -Cent Sale ax Revenues Chapter 21:, 'art VI, Florida Statutes (the "Sales Tax Act"), authorizes the levy and collection by the State of a sa tax upon, among other things, the sales price of each item or article of tangible personal prope ► sold at retail in the State, subject to certain exceptions and dealer allowances. In 1982, the Florida Le slature created the Local Government Half -Cent Sales Tax Program (the "Half -Cent Sales Tax Progra i which distributes a portion of the sales tax revenue and money from the State's General Revenue F. d to counties and municipalities that meet strict eligibility requirements. In 1982, when the Half-Ce , Sales Tax Program was created, the general rate of sales tax in the State was increased from 4% to 5% d one-half of the fifth cent was devoted to the Half -Cent Sales Tax Program, thus giving rise to the e "Half -Cent Sales Tax." Although the amount of sales tax revenue deposited into the Half -Cent Sa s Tax Program is no longer one-half of the fifth cent of every dollar of the sales price of an item 32 SUBSTITUTED. subject to sales tax, the name "Half -Cent Sales Tax" has continued to be utilized. As of October 1, dO1 the Half -Cent Sales Tax Trust Fund began receiving a portion of certain taxes imposed by the .te on communications services pursuant to Chapter 202, Florida Statutes. Accordingly, moneys d , buted from the Half -Cent Sales Tax Trust Fund now consist of funds derived from both genersales tax proceeds and certain taxes imposed on the sales of communications services required to be s ' .osited into the Half -Cent Sales Tax Trust Fund. The Half -Cent Sales Tax is collected on behalf of the State by businesses at e time of sale at retail, use, consumption, or storage for use or consumption, of taxable property and milted to the State on a monthly basis. The Sales Tax Act provides for penalties and fines, includin_ riminal prosecution, for non-compliance with the provisions thereof. The general rate of sales tax in the State is currently 6%. Secti . 212.20, Florida Statutes, provides for the distribution of 8.9744%, reduced by 0.1% of sales tax re nues to the Half -Cent Sales Tax Clearing Trust Fund (the "Half -Cent Sales Tax Trust Fund"), after p-.viding for certain transfers to the State's General Fund. Such amount deposited in the Half -Cent Sale ax Trust Fund is earmarked for distribution to the governing body of such county and each participa g municipality within that county pursuant the following distribution formula: County Share (Percentage of total Half -Cent Sales Tax receipts) Municipality Share (Percentage of total Half -Cent Sales Tax receipts) unincorpored area sos .tion + 2/3 incorporated area so sulation total coun . opulation 2/3 incorporated area population munici s ali s o' ulation 1 county population + 2/3 incorporated area population For purposes of the foregoing fo ' la, "population" is based upon the latest official State estimate of population certified prior to th beginning of the local government fiscal year. Should the City annex any area or should any area ' the City de -annex from the City, the share of the Half -Cent Sales Tax received by the City would ► respectively increased or decreased according to the foregoing formula. The Half -Cent Sales Tax distributed from the Half -Cent Sales Tax Trust Fund on a monthly basis to participating units of lo•: government in accordance with the Sales Tax Act and is deposited by the City into the City's Gener. Fund. The Sales Tax Act permits the City to pledge its share of the Half - Cent Sales Tax for the paym t of principal of and interest on any capital project. To be eligible to .articipate in the Half -Cent Sales Tax Program, each municipality and county is required to have satisfy s the Eligibility Requirements (defined below). The City must have: (i) re rted its finances for its most recently completed fiscal year to the Florida Department of Banking and F ance as required by Florida law; (ii) made provisions for annual post audits of financial accounts in accordance with provisions . law; ii) levied, as shown on its most recent financial report, ad valorem taxes, exclusive of taxes levie s or debt service or other special millages authorized by the voters, to produce the revenue equ alent to a millage rate of 3 mills on the dollar based upon 1973 taxable values or, in order to produce 33 SUBSTITUTED. revenue equivalent to that which would otherwise be produced by such 3 mill ad valorem tax, to ave received certain revenues from a county (in the case of a municipality), collected an occupational cense 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 for employment, and receive certain compensation; alifications (v) certified that persons in its employ as firefighters meet certain emplo ' •nt qualifications and are eligible for certain compensation; (vi) certified that each dependent special district that is budgeted sep,, ately from the general budget of such county or municipality has met the provisions for annual p t audit of its financial accounts in accordance with law; and (vii) certified to FDOR that it has complied with cert procedures regarding the establishment of the ad valorem tax millage of the county or municipali . s required by law. The requirements described in (i) through (vii) are re ed to herein as the "Eligibility Requirements". If the City does not comply with the Eligibility ' equirements, the City would lose its Half -Cent Sales Tax Trust Fund distributions for twelve (12) onths following a "determination of noncompliance" by FDOR. The City has continuously mai fined eligibility to receive the Half -Cent Sales Tax. Although the Sales Tax Act does not impose any mitation on the number of years during which the City can receive distribution of the Half -Cent Sales ax revenues from the Half -Cent Sales Tax Trust Fund, there may be amendments to the Sales T . Act in subsequent years imposing additional requirements of eligibility for counties and m ipalities participating in the Half -Cent Sales Tax Program, and it is not unusual for the distributio 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 T revenues received by the City is subject to increase or decrease due to (i) increases or decrease n the dollar volume of taxable sales within the County, (ii) legislative changes relating to the oversales tax, which may include changes in the scope of taxable sales, changes in the tax rate and chan - s in the amount of sales tax revenue deposited into the Half -Cent Sales Tax Trust Fund, (iii) changes the relative population of the City, which affect the percentage of Local Government Half -Cent Sale ax received by the City, and (iv) other factors which may be beyond the control of the City, includin_ aut not limited to the potential for increased use of electronic commerce and other internet-related sale activity that could have a material adverse impact upon the amount of sales tax collected by the Sta and then distributed to the City. State Revenue Sh' in A portion of ertain 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 st Fund for Municipalities is 1.3409% of available sales and use tax collections after certain required , istributions and the net collections from the one -cent municipal fuel tax. To ► eligible for State Revenue Sharing funds beyond the minimum entitlement (defined as the amount n essary to meet obligations to which the City has pledged amounts received from the State Revenu- haring Trust Fund for Municipalities), a local government must have met the Eligibility Requi ents. 34 SUBSTITUTED. If the City fails to comply with such requirements, the FDOR may utilize the best info ion available to it, if such information is available, or take any necessary action including disqualif ation, either partial or entire, and the City shall further waive any right to challenge the determinate► of the FDOR as to its distribution, if any. Eligibility is retained if the local government has me ligibility requirements for the previous three years, even if the local government reduces its milla or utilities taxes because of the receipt of State Revenue Sharing funds. The amount of the State Revenue Sharing Trust Fund for Municipalities dis i .uted to any one municipality is the average of three factors: an adjusted population factor; a sales + collection factor, which is the proportion of the local municipality's ordinary sales tax distribution t • municipality would receive if the distribution were strictly population -based; and a relative reven -raising ability factor, which measures the municipality's ability to raise revenue relative to other quail ►ping municipalities in the State. The distribution to an eligible municipality is determined by th municipal government's entitlement is computed on the basis of the a State Revenue Sharing Trust Fund receipts available for distribution. via the formula in any fiscal year is adjusted so that no munici guaranteed entitlement, which is equal to the aggregate amount 1971-72 under then -existing statutory provisions. Third, the rev fiscal year is adjusted so that all municipalities receive at leas the amount of revenue necessary for a municipality to m assignments, or trusts entered into that obligated State Rev making these adjustments, any remaining State Revenue basis of the additional money of each qualified munic for all qualified municipalities. The following are sources of revenues Fund for Municipalities. t ollowing procedure. First, a ortionment factor applied to all econd, the revenue to be shared lity receives fewer funds than its eceived from the state in fiscal year ue to be shared via the formula in any heir minimum entitlement, which means t its obligations as the result of pledges, ue Sharing Trust Fund monies. Finally, after aring Trust Fund monies are distributed on the ality in proportion to the total additional money t are deposited into the State Revenue Sharing Trust Sales Tax Revenues. Prior to July 1 000, a state tax was levied on cigarette packages at varying rates, depending upon the length and ► mber of cigarettes in a package and, pursuant to Section 210.20(2)(a), Florida Statutes, certain . ounts derived from such cigarette taxes were deposited to the Revenue Sharing Trust Fund for unicipalities after deducting therefrom certain charges for administration and collection. Effeve July 1, 2000, the cigarette tax revenues were eliminated from distribution to the Revenue Shari ' Trust Fund for Municipalities and replaced with sales and use tax proceeds. Currently, 1.3653% ' the available proceeds of the sales and use tax imposed pursuant to Chapter 212, Florida Statut►., is transferred monthly to the Revenue Sharing Trust Fund for Municipalities after certain ' er transfers have been made and certain charges for administration and collection have been deduc d therefrom. Municiial Fu Tax. The proceeds of the municipal fuel tax imposed pursuant to Section 206.41(1)(c), Florid. Statutes, after deducting certain service charges and administrative costs is transferred into the ' evenue Sharing Trust Fund for Municipalities. Funds derived from the municipal fuel tax on motor " el may only be used to pay debt service allocable to transportation facilities. The s es and use tax provides the majority of the receipts for the guaranteed entitlement from the Revenue S i 1 ing Trust Fund for Municipalities. For the State's 2022 fiscal year, approximately 79.6% of the depos s of the Revenue Sharing Trust Fund for Municipalities were from sales and use tax and approxi ' . ately 20.4% were from the municipal fuel tax. Fuel Tax 35 SUBSTITUTED. The City receives revenues from the County relating to various fuel taxes imposed withi the County. However, such fuel tax revenues may only be used by the City for certain transportation -lated expenditures and may only be used to pay that portion of the debt service which is allable to transportation -related projects. Fines and Forfeitures Fines and forfeitures reflect those penalties and fines imposed for the comm .sion of statutory offenses, violation of lawful administrative rules and regulations, and for negle of official duty. Forfeitures include revenues resulting from ordinance violation fines, filing fees an ax billed penalties. Charges for Services Charges for various services provided by the City to residents, operty owners, and grants received from other governments, including the following: (a) General Government: all money resulting from charges fo urrent services; i.e., photographs, reports and ordinances; (b) Public Safety: fees for police services, fire protection .ervices and emergency services; (c) Physical Environment: charges include cemetery ' es; (d) Building and Zoning Inspections: fees for and mechanical inspections; ections such as plumbing, electrical, elevator (e) Marina Fees: all fees associated with opations of the various City marinas; (f) (g) Recreational and Special Events: fe . for parks and recreation activities and events; and Other: fees for services not spe' fically mentioned above, i.e., engineering services, public hearing fees. Other Revenue and Financing Sourc This category includes a v. ety of revenues and transfers from other funds, including the interest earnings on invested funds. Recent Legislation The Florida Legi ture passed Senate Bill 50 ("SB 50") during its 2021 session which went into effect on July 1, 2021. ' : 50 requires out-of-state online retailers with no presence within the State who expect to make over $ 10,000 in remote/online sales to collect and remit the State's 6% sales tax on such online sales of taxab items. During e 2022 legislative session, the State Senate and House passed House Bill 777 ("HB 777"), which r, • uires a local government seeking voter approval to levy certain optional local taxes to be held at a ge al election. The bill applies to the following local option taxes: tourist development taxes; tourist i act taxes; ad valorem taxes levied by a children's services independent special 36 SUBSTITUTED. district; county, municipal and school district voted millage increase and local option fuel taxes an took effect on October 1, 2022. The Florida Legislature passed House Bill 7071 ("HB 7071") during its 2022 session hich went into effect on July 1, 2022. Among other things, HB 7071 implements new or expands the f• owing sales tax exemptions: a two-year exemption for impact -resistant windows, doors and garage di irs; a one-year exemption for children's clothing, shoes and diapers; a one-year exemption for ce :in Energy Star certified appliances; a three-month exemption for children's book; an exemption or admissions to Formula One Grand Prix races, FIFA World Cup matches and Daytona 500 rac:.; an exemption for equipment used in the production of green hydrogen; an exemption for the punche of farm trailers and certain fencing; and a reduction in the sales tax on the sale of a new mobile e from six percent to three percent. The Florida Legislature passed House Bill 7063 ("HB 7063") dun • its 2023 session which went into effect on July 1, 2023. Among other things, HB 7063 implements ,ermanent sales tax exemptions for: specified baby and toddler products and clothes, adult incontinentproducts, oral hygiene products, machinery and equipment to produce renewable natural gas, certai . gricultural fencing, firearm safety devices, and small private investigative agency services. HB 7063 - so provides the following temporary sales tax exemptions: a one-year exemption for certain ENERG TAR certified appliances; and a one- year exemption for gas ranges and cooktops. Additionally, HB 63 also includes the following sales tax holidays: two 14-day "back -to -school" tax holidays; two 14- ay "disaster preparedness" tax holidays; a three-month "Freedom Summer" tax holiday for specified creational items and activities; and a seven- day "Tool Time" tax holiday for tools and equipment c • monly used in skilled trades. HB 7063 also freezes the local communications tax rates in effect on J. uary 1, 2023 until January 1, 2026. See "- Local Communications Services Tax" above. The City doe of believe HB 7063 will have an adverse impact on its ability to pay debt service on the Series 2024 : •nds. Pledge of Non -Ad Valorem Revenues No specific source of Non -Ad Valo Revenues are pledged to the payment of the Series 2024 Bonds. Certain specific sources of Non- '. d Valorem Revenues are pledged for the payment of other indebtedness of the City. See "LIABI IES OF THE CITY - Direct Debt" herein. Future issues of other indebtedness of the City may .e secured by a pledge of Non -Ad Valorem Revenues. See "SECURITY AND SOURCES OF P YMENT FOR THE SERIES 2024 BONDS — Special Investment Considerations — Limitations of C • enant to Budget and Appropriate from Non -Ad Valorem Revenues" herein. As described herein, e obligation and the ability of the City to budget and appropriate Non -Ad Valorem Revenues is sub) : t to a variety of factors, including the obligation of the City to provide essential governmental s: ices and the obligation of the City to have a balanced budget. Essential governmental services • ovided by the City are generally considered to include police and fire services and governmental se , ces which the City is obligated to provide for the health, welfare and safety of the people. However, t scope of essential governmental services is not precisely defined by State law. To the extent other ity functions and programs are considered essential governmental services, a corresponding p► ion of the City's budget may be funded from Non -Ad Valorem Revenues prior to such Non -Ad Valo Revenues being available for the City to budget and appropriate for the purpose of SUBSTITUTED. making payments on indebtedness payable from Non -Ad Valorem Revenues, including w out limitation, the Series 2024 Bonds. In the calculation of the Non -Ad Valorem Revenues available • make payments on indebtedness payable from Non -Ad Valorem Revenues, including without limi ion, the Series 2024 Bonds, the City has treated the costs of police and fire services and general g• 'ernmental services related to health, welfare and safety of the people as the costs of essential govern tal services (other than related pension costs, which are a separate line item). Commencing with Fi al Year 2013, the Public Safety and General Government categories include their respective cost f• pension, health care and worker compensation cost which was separately accounted for in previous ars. While these are the largest budget categories constituting essential governmental services, other ecific functions and programs may constitute essential governmental services. The following table represents the City's audited determination of Non the Fiscal Years Ended September 30, 2019 through September 30, 2023. A "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2024 and Appropriate Non -Ad Valorem Revenues" herein, the City is requ budget. The City generally budgets all of its Non -Ad Valorem Re services, including, without limitation, the payment of debt service Non -Ad Valorem Revenues. The City has not currently included 2024 Bonds in its Fiscal Year 2024 Budget. Pursuant to the B Fiscal Year 2024 Budget in order to include any such debt se "GENERAL INFORMATION REGARDING THE CITY OF [Remainder of P d Valorem Revenues for indicated under the caption NDS — Covenant to Budget ed to operate with a balanced nues for its essential and other n indebtedness payable from such debt service payment for the Series d Resolution, the City will amend its ce in the Fiscal Year 2024 Budget. See IAMI — General Fund" herein. e Intentionally Left Blank.] 2 SUBSTITUTED. CITY OF MIAMI, FLORIDA LEGALLY AVAILABLE NON -AD VALOREM REVENUES -FISCAL YEAR ENDED SEPTEMBER 30thr1) 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 Total Sources of Legally Available Non -Ad Valorem Revenues Essential Expenses Not Paid with Ad Valorem Taxes Non -Ad Valorem Revenues Available to be budgeted after Payment of Essential Governmental Services - Maximum Annual Debt Service - Ratio of Non -Ad Valorem Revenues - Maximum Annual Debt Service(2) 2019 2020 2021 2022 $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 $113,729,424.96 $116,185,678.00 $127,043,592.00 $45,149,797.00 $26,744,089.00 $71,893,886.00 $45,518,774.00 $52,879,061.00 $26,731,540.00 $41,217,476 $72,250,314.00 $94,096 .00 $31,202,353.44 $32,151,292.00 ,518,119.00 $32,664,563.56 $40,024,004.00 $49,108,943.00 $7,487,992.15 $7,982,232.00 $6,841,999.00 $71,354,909.15 $80,157,5 .10 $111,469,061.00 $24,779,335.37 $ 89,975.00 $24,403,849.00 $16,225,978.00 4,986,314.00 $16,463,735.00 $11,679,100.67 $13,780,543.00 $18,801,128.00 $51,142,469.00 $61,403,868.00 $84,800,215.00 $103,856,883 $114,560,700.00 $144,468,927.00 $10,619.00 57,298.00 $5,291,193.00 $808,854.00 $(1,898,842.00) $6,478,363.00 6,307,602.00 $5,605,700.00 $6,706,645.00 $428,40 " 3.51 $380,767,913.15 $396,047,137.00 $488,193,522.00 $ .1,820,389.00) $(131,940,445.00) $(140,737,137.00) $(163,848,198.00) $247,581,964.51 $48,168,773.20 $248,827,468.15 $51,104,720.23 $255,310,000.00 $324,345,324.00 $51,821,970.36 $50,154,497.41 5.14x 4.87x 4.93x 6.47x Source: City of Miami, Finan • epartment (1) Some Non -Ad Valo Revenues are limited as to use and not all of the Non -Ad Valorem Revenues may be legally available to pay particular obligations. (2) Maximum a • . al debt service on the City's obligations payable from Non -Ad Valorem Revenues as described on the chart ent • "THE CITY OF MIAMI, FLORIDA SCHEDULE OF PRINCIPAL AND INTEREST FOR NON -AD VAL• M REVENUE BONDS." Maximum annual debt service shown above does not include debt service payable o , e Series 2024 Bonds. 202 1,744,958.00 $56,393,527.00 $45,738,677.00 $102,132,204.00 $23,025,924.00 $47,769,337.00 $7,131,590.00 $111,765,877.00 $24,403,649.00 $17,909,916.00 $16,570,371.00 $90,192,268.00 $149,076,204.00 $32,296,248.00 $7,096,221.00 $21,593,167.00 $565,704,879.00 $(142,580,658.00) $423,124,221.00 $47,682,734.18 8.87x 3 SUBSTITUTED. The following table represents the City's debt service as of September 30, 2023, on obligons payable from Non -Ad Valorem Revenues and does not include debt service on the Series 2024 Bo . s. For a detailed listing of the City's outstanding debt see "LIABILITIES OF THE CITY — Direct Debt" ein. THE CITY OF MIAMI, FLORIDA SCHEDULE OF PRINCIPAL AND INTEREST FOR NON -AD VALOREM REVENUE BONDS Fiscal Year Principal Interest Tot 2024 $34,739,734.64 $12,942,999.54 $47 ' :2,734.18 2025 33,852,505.57 11,948,858.68 , 4,801,364.25 2026 32,829,554.60 10,898,234.18 43,727,788.78 2027 28,553,104.00 9,866,693.50 38,419,797.50 2028 28,823,104.00 8,921,108.25 37,744,212.25 2029 29,833,104.00 7,917,194.20 37,750,298.20 2030 28,963,104.00 6,848,588.30 35,811,692.30 2031 22,413,104.00 5,999,553.74 28,412,657.70 2032 17,083,104.00 5,294,36►. 0 22,377,464.50 2033 15,533,104.00 4,664,/44.10 20,197,198.10 2034 15,624,502.81 4,03 , 06.20 19,656,209.01 2035 15,680,000.00 3, .8,349.20 19,048,349.20 2036 16,380,000.00 ,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 72 Source: City of Miami, Finance Department 4 $98,933,297.05 $471,440,186.29 SUBSTITUTED. General Fund The General Fund is the general operating fund of the City. It accounts for all financial sources except for those required to be accounted for in another fund. The largest source of revenue ' ' this fund is generated from ad valorem taxation. See "THE CITY OF MIAMI - Financial Integrit •rdinance" herein for a discussion of the General Fund reserves. The following chart shows audited information regarding the General Fund f• the Fiscal Years Ended September 30, 2019 through September 30, 2023. Summary Schedule of Revenues, Expenditures and Net Changes in Fund Bala e for the General Fund 2019 2020 2021 2022 2023 Revenues Property Taxes $359,518,170 $389,606,919 $410,2 ,273 $430,656,931 $477,979,040 Franchise Fees/Other Taxes 115,560,040 113,729,425 116 5,678 127,043,592 141,744,958 Licenses and Permits 75,421,804 71,893,886 7 ,250,314 94,096,537 102,132,204 Fines and Forfeitures 7,699,136 7,487,994 7,982,232 6,841,999 7,131,590 Intergovernmental 80,635,979 63,866,915 72,175,296 104,627,062 104,634,287 Charges for Services 122,174,203 103,856,883 114,560,700 144,468,927 149,076,204 Investment Earnings 12,357,625 10,684,3 808,854 (1,898,842) 32,296,248 Other 10,723,544 3 957 ' 8 6,478,363 6,307,602 7,096,221 Total Revenues $784,090,501 ,765 0 639 $800,732,710 $912,143,808 1,022,090,752 Expenditures General Government $124,834,945 2,899,885 $111,051,681 $113,447,010 134,987,146 Planning & Development 24,435,218 26,424,572 28,730,032 32,345,643 40,163,462 Public works 83,423,727 91,590,121 95,072,836 101,527,507 110,903,555 Public safety 417,570,063 431,285,100 440,984,151 481,538,041 490,095,313 Other Departments 62 308 86. 61,731,944 64,414,422 71,264,256 78,760,765 Total Expenditures 712 572 : ' $703,931,622 $740,405,453 $800,122,457 854,910,241 Excess (Deficiency) of Revenues Over (Under) Expenditures 7 17,682 61,152,017 60,327,257 112,021,351 167,180,511 Other Financing Sources and (Uses): Operating Transfers In 3,830,006 5,291,193 5,605,699 6,706,645 21,593,167 Operating Transfers Out (63,061,000) (70,719,379) (105,213,475) (88,539,750) (163,980,464) Issuance of Lease - - - 2,049,398 Proceeds from sale of property 195,133 897,255 227,165 540,279 912,162 Total Other Financing Sources(Uses) ($59,035,861) ($64,530,931) ($99,380,611) ($81,292,826) ($139,425,737) Net Change in Fund Balance $12,481,821 ($3,378,914) ($39,053,354) $30,728,525 $27,754,774 Fund Balance — Beginning . iscal Year $187,463,551 $199,945,373 $196,566,459 $157,513,105 $188,241,630 Fund Balance — End of Fi .1 Year $199,945,372 $196 566 459 $157 513 105 $188,241,630 $215,996,404 Source: City s ' ami, Finance Department 5 SUBSTITUTED. THE CITY OF MIAMI Background Now 126 years old, the City is part of the nation's eighth largest metropolitan area Incorporated in 1896, the City is the only municipality conceived and founded by a woman, Julia Tutt . According to the U.S. Census Bureau, the City's population in 1900 was 1,700 people. Today it is a . rich in cultural and ethnic diversity with 459,224 residents according to the Bureau of Economic an, usiness Research, University of Florida, with 58.1% of them foreign born. In physical size, ' - City is not large, encompassing only 35.87 square miles. In population, the City is the largest of 34 municipalities that make up Miami -Dade County and is the county seat. For additional informatioconcerning the City, see "APPENDIX A - GENERAL INFORMATION REGARDING THE CITY O' IAMI, FLORIDA AND MIAMI-DADE COUNTY". City Government Since 1997, the City has been governed by a form of P, •vernment known as the "Mayor - Commissioner Plan." The City Commission is the legislativ- .ody of the City. There are five Commissioners elected every four years from designated district thin the City. The Mayor is elected at large every four years. As official head of the City, the Mayor as veto authority over actions of the City Commission, however, the City Commission can override su', veto with a 4/5 vote. The Mayor appoints the City Manager who functions as chief administrative off er. The Mayor of the City is presently Francis X. S ez whose term expires November 2025. The current members of the City Commissi►. and expiration of their current terms of office are: City Commission Members Date Term Expires Christine King Joe Carollo Miguel Angel Gabela Damian Pardo Manolo Reyes The City Manager, Art February 2020. Mr. Noriega ov Noriega has a strong back previously served as Chief years. As Chief Executiv well over $60 million in at the Authority as w oversaw all of the acted as a strong development eff November 2025 November 2025 November 2025 November 2025 November 2025 r Noriega V, was appointed as the administrative head of the City in sees 4,447 employees with an approved budget of $2.497 billion. Mr. and in construction, operations and urban development projects and xecutive Officer of the Miami Parking Authority ("the Authority") for 20 Officer, he oversaw a staff of 195 employees and an operation that generated arking revenue. Mr. Noriega was responsible for unprecedented revenue growth as the development of the City's seven newly constructed public garages. He king development and enforcement operations in a major metropolitan city and vocate in the promotion of public and private sector joint ventures. He also led pre- s for two additional public/private joint venture developments within Miami's Central 6 SUBSTITUTED. Business District and another in Coconut Grove. Prior to his position at the Authority, Mr. Noriega . s a developer at both The Carlisle Group and the Cornerstone Group, where he worked witlocal municipalities and Community Development Corporations across Florida to create urban dev, opment projects. An Economics graduate of the University of South Florida, with professional cerf cations from Tulane and the Kellogg School at Northwestern University, Mr. Noriega is a dedicated c'. munity leader and volunteer. He serves on the Board of Directors of the Greater Miami Chamber of 9 emmerce and the South Florida Progress Foundation. He is a member of the Orange Bowl Committee . d continues to be a partner at Miami Northwestern High School. Mr. Noriega is a graduate of Lea• rship Florida's 26th Class and is a former member of the regional council. The Assistant City Manager and Chief Financial Officer, Larry ' • ring, was reappointed in June 2022. He previously served as the City's Chief Financial Officer from 407 to 2011, and additionally served four years as City Manager to the City of North Miami Beach, Flo: a. As Assistant City Manager and Chief Financial Officer, Mr. Spring oversees seven departmentwhich include Finance, Grant Administrations, Housing and Community Development, Managem .' and Budget, Procurement, Risk Management, and Real Estate and Asset Management. Prior to rejoi, ng the City, Mr. Spring held several executive management positions in healthcare, commercial bank g, municipal government, real estate and economic development. Through the years, he advanced om Vice President/Controller of Total Bank to executive director of the North Miami Community Re s velopment Agency. He has facilitated the development, financing, . • operation of numerous major infrastructure projects in South Florida. Mr. Spring is the former mana', ng director of Achievement Consulting Group, a consulting firm that specializes in real estate d elopment, government relations, and financial consulting services. Some of the most notable inc e the development of Perez Art Museum, Frost Museum of Science, Miami Marlins Baseball adium, the Miami Port Tunnel, Midtown Miami Development in Miami, and the Sole-Mia Deve pment in North Miami. Mr. Spring also led the bond financing process that funded nearly $1 billion i public infrastructure across South Florida. Mr. Spring holds a bachelor's degr- - in management from Tulane University and is a licensed CPA. Becoming more active in the co unity, he has served on several civic and nonprofit boards including the Miami Foundation, Mi - i Parking Authority, and the Universal Truth Community Development Corporation. The City's Director of ' mance, Erica Paschal -Darling, has held the position of Finance Director since April 2017. She ► gan her career with the City in August 1999 and has been licensed as a CPA since October 2006 and ' . s maintained an active license. During her 24-year tenure, Mrs. Paschal - Darling has held various pos ons of a financial capacity in the departments of Housing and Community Development, Office of C. tal Improvements, Solid Waste and Finance. Mrs. Paschal- ! , ling graduated from the School of Business and Industry of Florida Agriculture and Mechanical Univ' sity, with a Bachelor and Masters Degree in Business Administration. 7 SUBSTITUTED. The City's Director of Management and Budget, Marie Gouin, has held the positi• of Director of Budget and Management since September 2021. She began her career in the banking i ► ustry and transitioned to government budgeting. She has over 30 years of experience in government b geting, including roles as Director of Management and Budget for the St. Lucie County Board of Co issioners and Director of Budget and Program Monitoring for the City of Hallandale Beach. She has a roven track record of success in developing and implementing effective budget strategies that support irganizational goals and objectives. Over the course of her career, she has been responsible for over Bing, planning, implementing, and monitoring operational and capital budgets, managing and ensurin compliance with grants and contracts, procurement and purchasing, and forecasting revenues. She al . implemented new efficiencies that streamlined budget processes, enhanced budget documentation, d improved public access to financial data through their financial systems. Ms. Gouin graduated from St. Thomas Aquinas College with a Bach with a concentration in Computer Information Science. Budget Process and Control The Mayor is required to prepare and deliver a budgetary City any time between one to three months preceding the beginnin rs Degree in Mathematics dress annually to the people of the f the fiscal year. The City Commission is required to hold two public arings on the proposed budget and adopt the final budget no later than September 30th preceding the b► inning of the fiscal year on October lst. The annual budget serves as the foundation .r the City's financial planning and control. Additionally, the adopted annual budget represents the al authority to expend funds. Budgets are monitored at varying levels o classification detail that include both personnel and operating as appropriation designations; however, ,udgetary control is legally maintained at the fund level except for the general fund, which is maintaine ' at the departmental operating level. The budget may be amended after approval of the City Manager f► owed by presentation for review and approval by the City Commission. Adoption of Investment Policy and De Management Policy The City adopted a detailed •tten investment policy on February 26, 2015, that applies to all cash and investments held or con olled by the City and identified as "general operating funds." The Investment Policy does not appl o the City's Pension Funds, Deferred Compensation & Section 401(a) Plans, and such funds related t► the issuance of debt where there are other existing policies or indentures in effect for such funds. Ade onally, any future revenues, which have statutory investment requirements conflicting with the City' nvestment Policy and funds held by State agencies (e.g. Department of Revenue), are not subject ► the provisions of the policy. The primary ' .jective of the investment program is the safety of the principal of those funds within the portfolio . Investment transactions shall seek to keep capital losses at a minimum, whether they are from sec ties defaults or erosion of market value. To attain this objective, diversification is required in orde that potential losses on individual securities do not exceed the income generated from 8 SUBSTITUTED. the remainder of the portfolio. The portfolios are required to be managed in such a manner that funs . are available to meet reasonably anticipated cash flow requirements in an orderly manner. Re r I on investment is of least importance compared to the safety and liquidity objectives described in t policy. In accordance with the City's Administrative Policies, the responsibility for providing ov: sight and direction in regard to the management of the investment program resides with the City' P irector of Finance, designee or investment advisor approved by the City Commission. The Director ` Finance has established written procedures for the operation of the investment portfolio and a sy em of internal accounting and administrative controls. The City's investment policy may be modifie s om time to time by the City Commission. Subject to the exceptions in the City's investment policy, the City may vest in the following types of securities: (a) The Florida Local Government Surplus Funds Trust und, (b) United States Government Securities, (c) United States Government Agencies, (d) Federal . strumentalities, (e) Non - Negotiable Collateralized Bank Deposit or Savings Accounts, (f) ' purchase Agreements, (g) Commercial Paper, (h) Corporate Bonds, (i) Asset -Backed Securities, (j) ' unicipals, (k) Money Market Funds, and (1) Intergovernmental Investment Pools, (m) Supranational here U.S. is a shareholder and voting member, and (n) Foreign Sovereign Governments. Also, tCity may invest in investment products that include the use of derivatives. The City does not own derivative products. As of September 30, 2023, approximately 70.5% of the in United States Treasury Obligations and obligations of agen approximately 29.5% of the City's investment portfolio w paper and money market funds. ty's investment portfolio was invested es of the United States Government and invested in corporate notes, commercial The City adopted a Debt Management Policy o ay 26, 2016 to provide guidance governing the issuance, management, continuing evaluation of and porting on all debt obligations issued by the City and to provide for the preparation and impleme ation necessary to assure compliance. It is the responsibility of the City's finance committee review and make recommendations regarding the issuance of debt obligations and the manageme of outstanding debt. The Finance Committee approved the Series 2024 Bonds and their negotiated sal- o the Underwriters on [April , 2024]. The following policies concerning e issuance and management of debt were established in the Debt Management Policy: (a) the City 11 not issue debt obligations or use debt proceeds to finance current operations; (b) the City will tilize debt obligations only for acquisition, construction or remodeling of capital improvement p jects that cannot be funded from current revenue sources or in such cases wherein it is more equitable te users of the projects to finance the project over its useful life; (c) the City will measure the impt of debt service requirements of outstanding and proposed debt obligations on single year, fiv-, ten and twenty-year periods; (d) the City will evaluate the long-term operational impact of the pro , t being financed, and (e) the City may periodically refinance debt to take advantage of lower interest . es which will result in a present value savings. Pursuant to the to the City each time constructing or reno must be designate obligations shall bt Management Policy, the following additional provisions shall be applicable considers a debt issuance: (a) the City will issue debt obligations for acquiring, ting capital improvements or for refinancing existing debt obligations, (b) projects y the City Commission as public purpose projects prior to funding, and (c) all debt ave a maximum maturity of the earlier of: (i) the estimated useful life of the capital 9 SU BSTITUTED. improvements being financed, (ii) thirty years, or (iii), in the event that they are being issued to refi : ce outstanding debt obligations the final maturity of the debt obligations being refinanced, unless a onger term is recommended by the Finance Committee. The City is currently in compliance with its Investment Policy and Debt Management olicy. Financial Integrity Ordinance On February 10, 2000, the City enacted Ordinance No. 11890, as amended an "Financial Integrity Ordinance") establishing thirteen financial integrity princi es. The Financial Integrity Ordinance was enacted to assure and maintain financial integrity in the C supplemented (the The Financial Integrity Ordinance also includes a self-governing pr• 'ision whereby the City's Independent Auditor General is required to prepare an annual report on • City's adherence to these principles by July 1 of each year. The Financial Integrity Ordinance adesses the following integrity principles: (i) Structurally Balanced Budget, (ii) Revenue Estimating C• ference Process, (iii) Interfund Borrowing, (iv) Budget Surpluses, (v) Reserve Policies, (vi) Propriet. unds, (vii) Multi -year Financial Plan, (viii) Multi -Year Capital Improvement Plan, (ix) Debt Mana' ment, (x) Financial Oversight and Reporting, (xi) Basic Financial Policies, (xii) Evaluation Committe• . and (xiii) Full Cost of Service. The Financial Integrity Ordinance requires the City to e blish three reserves: (1) a "contingency" reserve of $5,000,000 to fun nanticipated budget issues which arise or potential expenditure overruns which cannot be offset thro _h other sources or actions; (2) an "unassigned" fund balance reserve eq to ten percent (10%) of the prior three years average of general revenues (excluding transfers and . eluding the contingency reserves in (1) above) to fund unexpected mid -year revenue shortfalls or for emergency such as a natural or man-made disaster, which threatens the health, safety and welfare oft City's residents, businesses or visitors; and (3) a general fund "designated" rese equal to a threshold ten percent (10%) of the prior three years average of general revenues (excludi transfers) to fund long-term liabilities and commitments of the City, such as compensated absences . . other employee benefit liabilities, including liabilities related to post -retirement benefits, self -incur. ► e plan deficits and anticipated adjustments in pension plan payment resulting from market losses The "designated" fund balance shall be classified as either non - spendable, restricted, committed o " assigned based on standards and guidance established by the Governmental Account Standards ' • and (GASB). On June 21, 2023, the dependent Auditor General released its "Audit of Compliance with the Financial Integrity Principle iscal Year 2022 Report No. 23-14," which found that the City did not comply with two of the 13 ancial integrity principles, including (iii) Interfund Borrowing and (xi) Basic Financial Policies above on -compliance with integrity principle (iii) was due to grants and other reimbursements not pr• essed in a timely manner. The City responded that internal processes have improved and will c• nue to improve to increase efficiency. Non-compliance with integrity principle (xi) was due to cash eceipts policy not in compliance with the investment policy. The City responded that it is updating its •oint of sale system and its Investment Policy upon the recommendation of the Independent Au' tor General. As of the date of this Official Statement, the Independent Auditor General 10 SUBSTITUTED. has not released an Audit of Compliance with the Financial Integrity Principles relating to the 2023 scal year. For the 2023 fiscal year, the City's General Fund reserves increased by approxim. -ly $27.8 million and had an ending fund balance of approximately $216.0 million. Of the ending d balance, approximately $43.2 million is restricted, approximately $51.9 million is non -spendable, •proximately $38.2 million is assigned, and approximately $82.6 million is unassigned. The avera_of the general revenues for fiscal years 2020, 2021 and 2022 were approximately $825.9 million. erefore, for the 2023 fiscal year, the City complied with the Financial Integrity Ordinance require • nt for a minimum General Fund balance equal to 20 percent (10% "designated" and 10% "unassij ed") of the average general revenues (excluding transfers), which required a $82.6 minimum balance for both "designated" and "unassigned" for the 2023 fiscal year. Internal Auditor Pursuant to Section 48 of the City Charter, the Office of t Independent Auditor General performs internal audit functions including financial, operational, com' lance, single audit, investigative, and performance audits of the City, its officials, and independent-gencies; and examines accounting systems and provides legislative analysis. Its mission is to provid: objective oversight through audits of all of the City's departments, agencies and programs. The ' ty's Independent Auditor General is Theodore P. Guba, CPA, CFE, who began his service with t City in May 2012. The full text of the Independent Auditor General's reports may be r, iewed at https://www.miami.gov/My- Government/De.ariments/Office-of-the-Inde'endent-Audit•. -General/Auditor-General-Re,orts. In the August 2024 primary election, a ballot wish to amend the City Charter to dissolve the Offic with an Office of the Independent Inspector Gener scope. tion will ask City of Miami voters whether they f the Independent Auditor General and replace it with more independence and broader powers and LIABIL ES OF THE CITY Insurance Considerations Affecting the Section 768.28, Florida Statut claims against the State and its agenc special relief granted by the Florid of recovery for all claims or jud "Ability to be Sued, Judgment limit, Florida Statutes 768.2 City has established a self Workers' Compensation, Officials' Liability, an insurance coverage to insurance program coverage with sel self -insured rete ty , provides for waiver of sovereign immunity in tort actions or s and subdivisions. The present limit of recovery in the absence of egislature is $200,000 per person per claim or judgment. The limit ents arising out of the same incident or occurrence is $300,000. See nforceable" below. Under the protection of this sovereign immunity and Chapter 440, Florida Statutes covering Workers' Compensation, the ured program to provide coverage for almost all areas of liability including eneral Liability, Automotive Liability, Police Professional Liability, Public mployment Practices Liability. In addition, the City also purchases excess mit catastrophic losses associated with its liability exposures. The excess liability vides for $10 million in total limits on the general liabilty and auto liability lines of nsured retention limit of $1,000,000. The excess insurance program currently has a on of $2,000,000 for Police and Fire, with $1,000,000 self -insured retention limit on all 11 SUBSTITUTED. other employees or class codes. The program also provides coverage for Law Enforcement Laibili and Public Officials Liability with a $5 million limit per line of coverage subject to a $1,000,000 re tion. The City carries an excess layer Buffer policy bring the total self insured retention limit on the orkers' compensation exposure to $1,000,000. In addition, the City also purchases dedicated commer .1 general liability policies for the Grapeland Waterpark and the various marinas that it operates. ' se policies typically carry a $1 million limit per occurrence. The City's master property insurance program provides for a total of $100 m ion in insurance limits for the City's $589 million property values. Included in this amount is $2 . illion for named windstorm and $30 million of wind, earthquake and flood coverage. With the exption of earthquake, flood and named windstorm, the All -Other -Perils deductible is $100,000 per occ ence. In regard to the named windstorm, flood, and earthquake exposures, the deductible is 5% of tlocation's value at the time of loss with a minimum of $250,000 for any one occurrence. The City also maintains a standalone property policy on the M. ns Stadium Parking Garages providing for $25 million in total limits for flood and earthquake, and r 1 TIV limits of $97 million on wind and all other perils. The Marlins Stadium Parking Garage ave a $25,000 all other perils deductible, and a deductible of 5% of total insured values at time o oss, with a $100,000 minimum per location for named windstorm and flood perils. The funds to account for liability losses within the sel ` insured retention level are derived from the General Fund. Claims expenditures and liabilities are r, sorted when it is probable that a loss has occurred and the amount of that loss can be reasonably esti ted. Ability to be Sued, Judgments Enforceable Notwithstanding the liability limits describe has waived sovereign immunity for liability in Statutes. Therefore, the City is liable for tort below, to the same extent as a private indivi liable for punitive damages or interest for liability of a city to pay a judgment in ex because of any single incident or occurre per claim may be rendered, but may be Legislature. See "LIABILITIES OF Notwithstanding the foregoing, the settle a claim made or a judgme City shall not be deemed to h limits of its liability as a re $200,000 per person or $30 herein. Health Insurance The City elow, the laws of the State provide that each city t► to the extent provided in Section 768.28, Florida ms in the same manner and, subject to limits stated al under like circumstances, except that the City is not e period prior to judgment. Such statute also limits the ss of $200,000 to any one person or in excess of $300,000 e. Judgments in excess of $200,000 per person and $300,000 aid from City funds only pursuant to further action of the Florida HE CITY - Insurance Considerations Affecting the City" herein. ity may agree, within the limits of insurance coverage provided, to rendered against it without further action by the Legislature, but the e waived any defense or sovereign immunity or to have increased the t of its obtaining insurance coverage for tortious acts in excess of the 00 per claim waiver, as provided by Florida Statutes. See "LITIGATION" vides group health benefits for its active employees, retirees, and their dependents through a fully s' f-funded health insurance program. The City is currently contributing approximately 12 SUBSTITUTED. 87% while the employees are contributing 13% of the calculated health insurance premium. The C is currently contributing approximately 8% of the calculated health insurance premium cost f• non - Medicare eligible retirees and approximately 38% for Medicare eligible retirees. The City chaes specific stop loss coverage for claims in excess of $350,000. Pension Plans The City has three separate, single employer defined benefit plans under the . 1 inistration and management of separate Boards of Trustees. The City of Miami Fire Fighters' d Police Officers' Retirement Trust ("FIPO") and the City of Miami General Employees' and itation Employees' Retirement Trust ("GESE") are contributory plans that cover substantially all • the City's employees who contribute a percentage of their base salary or wage on a bi-weekly basis e third plan is a non- contributory defined benefit plan, the City of Miami Elected Officers' Reti ment Trust ("EORT"), in which all elected officials with seven or more years of elected service, ele d to office prior to October 22, 2009, were eligible for participation. The EORT was closed to new lected official members as of October 22, 2009. City employees are required to contribute 10% of their sal. to GESE and FIPO, as applicable. The EORT is a non-contributory plan. Contributions from employ- • s for FIPO and GESE are recorded in the period the City makes payroll deductions from particip. ' s. The City is annually required to contribute such amounts as necessary on an actuarial basis o provide FIPO and GESE with assets sufficient to meet the benefits to be paid. For the year ende• .eptember 30, 2023, the City's contribution for FIPO and GESE was 57% and 38.89% of annual Bred payroll, respectively. The ordinance covering the FIPO (the "Pension Ordinance") provides ft, actuarial methodology for evaluating assets to be a moving market value averaged over three years. e result cannot be greater than 100 percent of market value or less than 80 percent of market value e Pension Ordinance also provides for the FIPO Board of Trustees' actuary to use the actuarial ass ptions adopted the FIPO Board. Currently, the City and the FIPO are in discussions regarding the . ► ount needed for contribution. However, if the City's actuary and the FIPO's actuary cannot agree, to ;-ther they may appoint a third independent actuary. The third actuary is required to submit a fun, ng recommendation to the FIPO Board and the City Commission. The City Commission is th required to fund the amount recommended by either the FIPO's actuary or the City's actuary, whi ever recommendation is closer to the recommendation of the third actuary. The City's net pension 1 .ility for each of the FIPO, the GESE and the EORT was $1,082,543,260, $375,806,661 an. 1,680,643, respectively, as of September 30, 2023. For Fiscal Year 2023, the City's annual actuar recommended contribution for each of FIPO and the GESE was approximately $107.2 million : d approximately $55.3 million, respectively, as of the actuarial report dated October 1, 2022 and 0ober 1, 2021, respectively. Additionally, the ity has established a qualified governmental excess benefit plan to continue to cover the difference be een the allowable pension to be paid and the amount of the defined benefits, so the benefits for eligi e members are not diminished by the changes in the Internal Revenue Code (the "GESE EBP"). P members are not required to contribute to the GESE EBP. The payment of the City's contributi• of the excess retirement benefit is funded from the City's General Fund and paid 13 SUBSTITUTED. annually at the same time as the City's annual contribution to normal pension costs. The GESE EBP an unfunded plan and the City is required to contribute as benefits become payable. The pay . 1 for employees covered by the GESE EBP for the year ended September 30, 2023, was approximate $142.3 million. The City's contribution to the plan for the year ended September 30, 2023, was $2 ,284 and plan benefit payments were $237,284. The City is required to contribute the difference etween the actuarially determined rate and the contribution rate of employees. For the year ended ' eptember 30, 2022, the City's average contribution rate was 0.167% of annual covered payroll. See "APPENDIX C - ANNUAL COMPREHENSIVE FINANCIAL REPOR ► •F THE CITY OF MIAMI FOR FISCAL YEAR ENDED SEPTEMBER 30, 2023— NOTE 10. PEN' ONS" and Required Supplementary Information for additional information regarding the City's pensio ' plans. Accrued Compensated Absences Under terms of Civil Service regulations, labor contracts employees are granted vacation and sick leave in varying amounts. Ad can be accrued and carried forward as earned time off. Unused vacat separation from service, subject to various limitations depending up service classification. The maximum number of hours which can , • with FIPO and GESE at each negotiation period. The liability f► the government -wide financial statements as current and long - due and payable in the current period and therefore are not re Other Post -Employment Benefits administrative policy, City tionally, certain overtime hours n and sick time are payable upon the employee's seniority and civil carried forward may be renegotiated such accumulated leave is reflected in liabilities. Long-term liabilities are not rted in the governmental funds. Pursuant to Section 112.0801 of the Florida S ':tutes, the City is required to permit participation in the health insurance program by retirees and their igible dependents at a cost to the retiree that is no greater than the cost at which coverage is avail. 'le for active employees. The City has two separate single -employer other post -employment benefit ("OPEB") plans for its retirees. One plan is for retiring police officers and the other plan is for all of r retiring employees (the "Non -Police Retirees"). Retired police officers are offered coverage at a d counted premium. For Non -Police retirees (Fire Fighters, General Employees, Sanitation Employe . and Elected Officials) and their dependents, the City has a stated policy of providing health cove . ge and life insurance at a discounted premium equal to the blended group rate. Retired police o " cers receive the same benefits as provided through the Fraternal Order of Police Health Trust and r: red firefighters receive the same benefits as provided through the Firefighter Union Health Trust. • benefits afforded to all retirees include lifetime medical, prescription, vision, dental and certain life i urance coverage for retiree and dependents. Substantially all of the City's general employee and, .anitation employees may become eligible for these benefits when they reach normal retirement age ile working for the City. As of September . 0, 2023, the most recent actuarial valuation date, there are approximately 5,745 covered participants of hom approximately 3,638 are active employees and 2,107 are retirees. The City is . uthorized to establish benefit levels and approve the actuarial assumptions used in the determinatio of contributions levels. Retirees, and the spouses and other dependents of retirees 14 SUBSTITUTED. contribute the majority of their premium costs each month. Currently, the City's subsidy to 1,'EB benefits is unfunded. There are no separate trust funds or equivalent arrangements into which t' City makes contributions to advance -fund the OPEB obligations, as it does for its retiree pension pl. s. The City's cost of the OPEB benefits is funded on a pay-as-you-go basis. The City contributed $1 .2 million for the fiscal year ended September 30, 2023. See "APPENDIX C - ANNUAL COMPREHENSIVE FINANCIAL REPORT 0 E CITY OF MIAMI FOR FISCAL YEAR ENDED SEPTEMBER 30, 2023 — NOTE 11. POST-EM' OYMENT " Risk of Changing Economic Conditions Financial operations could be impacted by factors beyond the Ci ; s control, including a depressed real estate market due to general economic conditions in the City, region, and the State. A pandemic, like the COVID-19 pandemic, may result in an economic recessi' or depression that causes a general market decline in property values therefore affecting the assess- value of the property in the City, which may impact the ability of residents and businesses to pay operty taxes, or may negatively impact sales tax receipts. Climate Change The State is naturally susceptible to the effects of ex , me weather events and natural disasters, including floods, droughts and hurricanes. The occurre . e of such natural disasters can produce significant ecological, environmental and economic impac . on coastal communities like the City. Such impacts can be exacerbated by a longer -term shift in the mate over several decades (commonly referred to as climate change), including increasing global temp- . tures and rising sea levels. Numerous scientific studies on global cli e change conclude that, among other effects on the global ecosystem, extreme and abnormal tempera, I e fluctuations have occurred globally and, without the implementation of measures to address the phe .menon, will continue to occur. Such occurrences have been determined by scientific studies to be t primary reason for current and projected increases in sea level and from extreme weather events to o' ur in higher frequency and intensity. Projected changes in weather and tidal patterns place coastal ar- . s like the City at risk of substantial wind or flood damage over time, affecting private development . public infrastructure, including roads, utilities, emergency services, schools and parks. As a re- . t, global climate change increases the potential of considerable financial loss to the City, including ithout limitation, substantial losses in tax revenues. In addition, many residents, business and gov' mental operations could be required to mitigate these effects at a potentially material cost. The City is keenly . are of the risks from hurricanes and sea level rise, as are officials at the County and throughout So Florida. In November 2019, the City Commission approved a resolution declaring a climate e rgency, and regional collaboration on a transition plan and emergency mobilization effort to r- tore a safe and sustainable climate. On January 23, 2020, the City released the Miami Forever Clim. - Ready climate adaptation plan, which details the adaptation actions the City will take over the next n years to respond to flooding due to sea level rise, intensifying hurricanes and storms, and extre' e heat. The Miami Forever Climate Ready Adaptation Plan, in conjunction with the 15 SUBSTITUTED. Resilient305 Strategy, guides the climate action in the City. The City has also made significant pro ess on two additional plans: an updated Stormwater Master Plan and a Miami Forever Carbon Neutr. Plan. The Stormwater Master Plan now has defined priority projects that better guide the City o 1 ow to strategically use Miami Forever Bond dollars and apply for additional federal funds to support ilding of infrastructure projects. The Miami Forever Carbon Neutral Plan is a greenhouse reducf ' plan that supports the City's goal of net zero greenhouse gas emissions by 2050. The plan wa inalized and adopted by the City Commission in November 2021. Projections of the effects of global climate change on the City are complex factors that are outside the control of the City. The various scientific studies that f and its adverse effects, including severe storms, sea level rise and floodi assumptions contained in such studies. Actual events, however, may vary mate In addition, the scientific understanding of climate change and its of Accordingly, the City is not able to forecast when seal level rise or other adv (e.g., the occurrence and frequency of 100-year storm events, hurricane particular, the City is not able to predict the timing or precise magni including without limitation, material adverse effects on the business the City and the local economy during the term of the Series 2024 climate change may be avoided or lessened by the City's past a mitigation strategies, the City cannot provide any assurance ab whether the City will be required to take additional adaptation additional measures could require significant capital res contemplated to be spent on combating the negative impac of climate change. d depend on many ecast climate change risks, are based on ally from such forecasts. cts continues to evolve. se effects of climate change d king tides) will occur. In e of adverse economic effects, erations or financial condition of onds. While the negative effects of future investments in adaptation and t the net effects of those strategies and r mitigation measures. If necessary, such ces in excess of the resources already [Remainder of Pa' • Intentionally Left Blank.] 16 SUBSTITUTED. Direct Debt The City has met certain of its financial needs through debt financing. The table which flows is a schedule of the outstanding debt as of September 30, 2023, including that which is payab from ad valorem taxes and sources other than ad valorem taxes, including, without limitation, the C. ' 's Non -Ad Valorem Revenues. DESCRIPTION General Obligation Bonds: General Obligation (Limited Ad Valorem) Refunding Bond Series 2015 $57,240 400 General Obligation (Limited Ad Valorem) Refunding Bond Series 2017 114,3' 1,000 OUTSTANDING AMOUNT ISSUED BALANCE $41,150,000 21,875,000 Total General Obligation Bonds $17 ,20,000 $63,025,000 Special Obligation and Revenue Bonds: Special Obligation Refunding Bonds Series 2018A $57,405,000 Taxable Special Obligation Refunding Bonds Series 2018B 42,620,000 Taxable Special Obligation Revenue Bonds Series 2018C 7,455,000 CRA SEOPW Tax Increment Revenue Bonds Series 2014A-1 50,000,000 $48,695,000 38,255,000 6,435,000 27,175,000 Total Special Obligation and Revenue Bonds $157,480,000 $120,560,000 Other Direct Placements: Special Obligation Refunding Bonds Series 2014 $18,049,380 Special Obligation Bonds Series 2017 27,160,000 Special Obligation Refunding Notes Series 2017 59,310,000 Special Obligation Refunding Note Pension Series 2017 7,180,000 Special Obligation Refunding Note Garage Series 2018 16,555,000 Special Obligation Non -Ad Valorem Revenue Refunding Note Series 2023 26,460,000 Taxable Special Obligation Parking Revenue Refunding Note Series 2019 75,540,000 Special Obligation Non -Ad Valorem Tax -Exempt ' venue Bonds Series 2021 24,435,000 CRA OMNI Tax Increment Revenue Bonds S'. ies 2018A 10,000,000 CRA OMNI Tax Increment Revenue Bond . eries 2018B 15,000,000 Gran Central Corporation Loan 1,708,864 Vehicle Replacement Program Series d20 #1 9,256,279 Vehicle Replacement Program Seri=. 2020 #2 16,318,888 Vehicle Replacement Program S es 2021 9,766,531 P25 Citywide Radio Equip. L. 12,100,000 State Revolving Fund Loan 21,177,751 Total Other Direct Plac ents $3,234,068 17,535,000 45,685,000 5,040,000 10,050,000 26,460,000 74,850,000 22,515,000 5,630,000 9,115,000 1,708,864 3,755,119 6,605,928 5,899,209 1,833,159 19,463,095 $350,017,693 $259,379,442 Total Bonds and Loans $679,117,693 $442,964,442 Source: City of Mi, i, Finance Department. 17 SUBSTITUTED. Annual Debt Service Requirements to Maturity The following table represents the annual debt service requirements as of September 30, 23 for all bonds, loans and leases of the City for the remaining life of the obligations. Fiscal Year Ending September 30, Principal Interest Tot 2024 $ 45,964,734 $ 14,363,949 $ 60,3 ' ,683 2025 45,372,506 13,085,918 58 8,424 2026 44,654,555 11,743,872 5 ' ,398,427 2027 40,688,104 10,413,179 1,101,283 2028 41,283,104 9,160,471 50,443,575 2029-2033 117,685,520 30,765,672 148,451,192 2034-2038 88,845,520 13,199,368 102,044,888 2039-2043 18,470,399 432,245 18,902,644 Total $442,964,442 $103,164,674 $546,129,116 Source: City of Miami, Annual Comprehensive Finance Report, September 2023. LEGISLATIVE AND CONSTITUTIO AL INITIATIVES CONCERNING AD VALOM TAXES In the past, amendments to the Florida Const Lion affecting ad valorem taxes have been approved by voters, including without limitation the fol ' ing: Save Our Homes Amendment. By voter r: erendum held on November 3, 1992, Article VII, Section 4 of the Florida Constitution was amende ► .y adding thereto a subsection which, in effect, limits the increases in assessed just value of homeste. property to the lesser of (a) 3% of the assessment for the prior year or (b) the percentage change i he Consumer Price Index for all urban consumers, U.S. City Average, All Items 1967=100, or su essor reports for the preceding calendar year as initially reported by the United States Departmen •f Labor, Bureau of Labor Statistics (the "Save Our Homes Amendment"). Further, the Save Our ' es Amendment provides that (1) no assessment shall exceed just value, (2) after any change of o rship of homestead property or upon termination of homestead status, such property shall be reasse .ed at just value as of January 1 of the year following the year of sale or change of status, (3) new h. estead property shall be assessed at just value as of January 1 of the year following the establishm' t of the homestead, and (4) changes, additions, reductions or improvements to homestead eperty shall initially be assessed as provided for by general law, and thereafter as provided in the : ave Our Homes Amendment. The effective date of the Save Our Homes Amendment was January 5 993, and the base year for determining compliance with the restrictions was 1994. The 1995 tax roll y- . r was the first year such limitations were effective. Millar e Roll . , ck Le illation. In June 2007, the Florida Legislature enacted Chapter 2007-321, Laws of Florida (20' ) (the "Rollback Law"). One component of the Rollback Law required all counties, cities and special ' stricts to "roll back" their millage rates for the 2007-2008 fiscal year to the level that, with certain adj .tments and exceptions, the local government entities collected the amount of ad valorem 18 SUBSTITUTED. tax revenue that they collected in fiscal year 2006-2007; provided, however, depending upon the re ,tive growth of each local government's own ad valorem tax revenues from 2001 to 2006, such roll , back millage rates were determined after first reducing 2006-2007 ad valorem tax revenues by zer• to nine percent (0% to 9%). In addition, the legislation limited the maximum millage for future ye. .. A local government governing body may increase ad valorem tax levies by extraordinary votes or ► referenda. A local government may override certain portions of these requirements by a superm..rity, and for certain requirements, by a unanimous vote of its governing body. Any county or munic lity that levies in excess of the amount permitted under the legislation will forfeit participation in the alf-cent sales tax revenue sharing program for a twelve-month period. Constitutional and Statuto Amendments Related to Ad Valorem Exe ions. On January 29, 2008, in a special election held for such purpose, Florida voters approved endments to the State Constitution exempting certain portions of a property's assessed value from t ation. The following is a brief summary of certain important provisions contained in such amendmen 1. Provides for an additional $25,000 exemption for t• assessed value of homestead property between $50,000 and $75,000 (thus doubling the existing .mestead exemption for property with an assessed value equal to or greater than $75,000). The ad. onal $25,000 exemption, however, does not apply to school district taxes. 2. Permits owners of homestead property to tran -r their "Save Our Homes" benefit (up to $500,000) to a new homestead property purchased withitwo years of the sale of their previous homestead property to which such benefit applied if the jus alue of the new homestead is greater than or is equal to the just value of the prior homestead. If the st value of the new homestead is less than the just value of the prior homestead, then owners of home ead property may transfer a proportional amount of their "Save Our Homes" benefit, such proport .nal amount equaling the just value of the new homestead divided by the just value of the prior hs estead multiplied by the assessed value of the prior homestead. 3. Exempts from ad valorem tangible personal property tax. tion $25,000 of the assessed value of property subject to 4. Limits increases in th assessed value of non -homestead property to 10% per year, subject to certain adjustments. The c . on increases would be in effect for a 10-year period, subject to extension by an affirmative vote of ' orida voters. The limitation on increases in assessed value of non - homestead property, however, doe • of apply to school district taxes. The amendments appr' ed in January 2008 became effective for the 2008 tax year (2008-2009 fiscal year for local govern . nts). In the November 2018 general election, Florida voters approved an amendment to the State Co titution that made permanent the 10% limitation on increases in the assessed value of non -homestead .roperty described above, effective January 1, 2019. In the November 2020 general election, Florid voters approved an amendment to the State Constitution that extended the period for a homestead pro y owner to transfer the "Save Our Homes" benefit to a new homestead property purchased within t e years of the sale of their previous homestead property, effective January 1, 2021. 19 SUBSTITUTED. In the November 2008 general election, Florida voters approved amendments to the Constitution to provide the Florida Legislature with the authority to create exemptions or protectio assessment for certain types of property subject to ad valorem taxation including (i) exem conservation lands and residential wind damage resistance and renewable energy source im and (ii) restrictions on the assessment of working waterfront properties. tate from ons for ovements Exemption for Deployed Military Personnel. In the November 2010 general ection, Florida voters approved a constitutional amendment which provides an additional homest- . d exemption for deployed military personnel. The exemption equals the percentage of days during the irior calendar year that the military homeowner was deployed outside of the United States in support .f military operations designated by the Florida Legislature. This constitutional amendment took effec in January 1, 2011. In the Florida Legislature's 2016 legislative session, lawmakers passed House Bill 123, which expanded the categories of military operations by adding 11 new eligible designations. Exemptions for Disabled Veterans, Surviving Spouses and First Legislature's 2011 Regular Session, it passed Senate Joint Resolution 5 totally or partially disabled veterans who were not Florida residents at to qualify for the combat -related disabled veteran's ad valorem tax 592 took effect June 13, 2011. sponders. During the Florida ("SJR 592"). SJR 592 allows e time of entering military service count on homestead property. HJR During the Florida Legislature's 2012 Regular Sess in, it passed House Joint Resolution 93 ("HJR 93"). HJR 93 allows the Florida Legislature to pre side ad valorem tax relief to the surviving spouse of a veteran who died from service -connected ca .es while on active duty as a member of the United States Armed Forces and to the surviving spouse a first responder who died in the line of duty. The amount of tax relief, to be defined by general law an equal the total amount or a portion of the ad valorem tax otherwise owed on the homestead prope %. HJR 93 took effect January 1, 2013. During the Florida Legislature's 2016 ' : iular Session, it passed House Joint Resolution 1009, proposing an amendment to the Florida Cons Lion to grant full or partial property tax exemption on homestead property to first responders who ar- totally and permanently disabled as a result of an injury or injuries sustained in the line of duty. The a . ndment was approved by voter referendum in the November 2016 general election. The amendment too effect on January 1, 2017. Exemptions for Seniors. Du House Joint Resolution 169 ("HJR Section 196.075, Florida Statutes. counties and municipalities, by o Homestead Exemption") equal To be eligible for the Additi exemption by ordinance; t title to the property and must be age 65 years adjusted annually ba Homestead Exemp the Additional H g the Florida Legislature's 2012 Regular Session, it also passed 9") which became HB No. 357, codified as 2012-57 and amending e amendment allows the Florida Legislature by general law to permit finance, to grant an additional homestead tax exemption (the "Additional the assessed value of homestead property to certain low income seniors. al Homestead Exemption the county or municipality must have granted the property must have a just value of less than $250,000; the owner must have ntained his or her permanent residence thereon for at least 25 years; the owner r older; and the owner's annual household income must be less than $20,000, d on the Consumer Price Index, which for 2015 was $28,448. The Additional n authorized by HJR 169 does not apply to school property taxes. In order to grant estead Exemption, the City enacted Ordinance No. 2012-34. 20 SUBSTITUTED. During the Florida Legislature's 2016 Regular Session, it passed House Joint Resolutio 75 ("HJR 275") which became HB No. 277, amending Section 196.075, Florida Statutes, to allow cert n low income seniors to continue receiving the Additional Homestead Exemption if the homestead's t value rises above $250,000 either due to changes in the market or because of additions or improveme s made to the property. In addition, individuals who were granted the Additional Homestead Exem on in prior years, but became ineligible for the Additional Homestead Exemption because the jus value of the individual's homestead rose above $250,000, may regain the Additional Homestea: Exemption by reapplying. The just value determination for such person will be the just value as det- ined in the first tax year that the owner applied for and was eligible for the Additional Homestead Exe ' ption, regardless of the current just value of his or her homestead property. The amendment was approv: 4 by voter referendum at the November 8, 2016 general election. The amendment took effect on Jan 1, 2017 and applies retroactively to the 2013 tax roll for any person who received the exemption er Section 196.075(2)(b) before the January 1, 2017 effective date. Other Exemptions Affecting Ad Valorem Taxation. During the Fl • da Legislature's 2013 Regular Session, it enacted House Bill 1193 ("HB 1193"), which eliminated thr: (3) ways in which the property appraiser had authority to reclassify agricultural land as non-agricu al land. Additionally, HB 1193 relieved the value adjustment board of the authority to review ap r cations for exemptions on its own motion. The changes in HB 1193 were retroactive to January 1, 20 During the Florida Legislature's 2013 Regular Sessio he Florida Legislature passed Senate Bill 1830 ("SB 1830"), which was signed into law by the Gove ' and created a number of changes affecting ad valorem taxation. First, SB 1830 provides long-te essees the ability to retain their homestead exemption and related assessment limitations and exe :bons in certain instances. Second, SB 1830 inserts the term "algaculture" in the definition o "agricultural purpose" and inserts the terms "aquacultural crops" in the provision specifying - valuation of certain annual agricultural crops, nonbearing fruit trees and nursery stock. Third, S : 830 allows for an automatic renewal for assessment reductions related to certain additions to home ad properties used as living quarters for a parent or grandparent and aligns related appeal and pen ty provisions to those for other homestead exemptions. Fourth, SB 1830 deletes a statutory require ent that the owner of the property must reside upon the property to qualify for a homestead exem ' ion. Fifth, SB 1830 clarifies the property tax exemptions counties and cities may provide for ce .m low income persons age 65 and older. Sixth, SB 1830 removes a residency requirement that ..enior disabled veteran must have been a Florida resident at the time they entered the service to quali or certain property tax exemptions. Seventh, SB 1830 repeals the ability for certain limited liability partnerships to qualify for the affordable housing property tax exemption. Eighth, SB 1830 e pts property used exclusively for educational purposes when the entities that own the property an the educational facility are owned by the same natural persons. During the Florida gislature's 2013 Regular Session, the Florida Legislature passed House Bill 277 ("HB 277"), which w signed into law by the Governor. HB 277 provides that certain renewable energy devices are exe :t from being considered when calculating the assessed value of residential property. HB 277 onl applies to devices installed on or after January 1, 2013. HB 277 took effect on July 1, 2013. The 16 Florida Legislature passed House Joint Resolution 193, which proposed an amendment to the orida Constitution to expand the existing renewable energy devices exemption for residential prope ' to commercial and industrial properties. In the August 30, 2016 special election, 21 SUBSTITUTED. voters approved the amendment to authorize the Florida Legislature, by general law, to exempt fro ad valorem taxation the assessed value of solar or renewable energy source devices subject to t , gible personal property tax, and to authorize the Florida Legislature, by general law, to prohibit consid= ation of such devices in assessing the value of real property for ad valorem taxation purposes. During the Florida Legislatures' 2015 Regular Session, the Florida Legislature ena 361 ("HB 361"), granting certain leasehold interests and improvements to land owne States or an agency thereof, a branch of the U.S. Armed Forces, or a quasi -govern exemption from ad valorem taxation. HB 361 exempts such leasehold interests and i the need to apply for the exemption or for the property appraiser to approve the e signed into law on May 21, 2015 and applies retroactively to January 1, 2007. d House Bill by the United ental agency, an rovements without ption. HB 361 was During the 2021 legislative session, House Bill 7061 ("HB 7061") wa• sassed and signed into law by the Governor which included certain provisions which apply to property • es, including: (i) increasing a property tax discount from 50% to a full exemption for certain m 'family projects that provide affordable housing to low-income families; (ii) clarifying the appli on of an exemption from ad valorem taxation for portions of property used for charitable, religious .cientific, or literary purposes; (iii) provided property tax relief for elevation of certain properties vulner •le to flooding; (iv) allowing certain transfers of property without loss of homestead protection; (v) pro ing tax exemptions for property used by an educational institution for educational purposes; (vi) r- . uiring the tax collector to accept late payments on the first installment of prepaid property taxes, d removed the late payment penalty for those payments; and (vii) removing the requirement for certa hospitals to report charitable services. During the 2022 legislative session, the State Sate and House passed House Bill 777 ("HB 777"), which requires a local government seeking vote .pproval to levy certain optional local taxes to be held at a general election. The bill applies to the foil' ing local option taxes: tourist development taxes; tourist impact taxes; ad valorem taxes ley' by a children's services independent special 22 SUBSTITUTED. district; county, municipal and school district voted millage increase and local option fuel taxes an took effect on October 1, 2022. On March 28, 2023, the Governor signed into law Senate Bill 102 (the "Live cal Act"), effective July 1, 2023. In addition to certain changes affecting the application of land u and zoning rules by local governments to promote the development of affordable housing, the e Local Act provides a 75% to 100% exemption from ad valorem taxes for certain affordable housin Proposed Amendments. The amendments to the Florida Constitution d Florida Statutes described above affect the assessed value of real property subject to ad valorem t. on and the rates that may be used to tax such assessed value. Constitutional amendments and legislve measures to expand exemptions from taxation or further restrict ad valorem tax payment requirements have been proposed during most of the recent election cycles and sessions of the Florida Legis e. To become effective, amendments to the Florida Constitution, which are required to modify, ' to provide the authority to modify, existing ad valorem tax requirements, must be approved by at le. ' sixty percent (60%) of Florida voters in a general election. During the 2024 Florida Legislative session, the Flo . a Legislature passed House Joint Resolution 7017 ("HJR 7017") proposing an amendment to the F •rida Constitution to require an annual adjustment for inflation to the value of current or future homes . d exemptions, beginning January 2025. The amendment proposed in HJR 7017 will be on the ballot the November 2024 general election. If passed by voters, the amendment would result in annual inc ases in the homestead exemption applicable to certain eligible properties and thereby reduce ad valo tax revenue collections. However, the City does not expect that HJR 7017, as approved by the vo ' rs, will have a material, adverse impact on the collections of Pledged Revenues or its ability to pay d .t service on the Series 2024 Bonds. Historically, various legislative proposals d constitutional amendments relating to ad valorem taxation have been introduced in each session the State legislature. Many of these proposals have provided for new or increased exemptions t► ad valorem taxation and limited increases in assessed valuation of certain types of property or oth- ise restricted the ability of local governments in the State to levy ad valorem taxes at current levels There is no way to predict, with any reasonable degree of certainty, whether any additional prope tax amendments will be proposed in the future or if any of the proposed amendments to the Florida ? snstitution affecting ad valorem taxation that may be presented actually will be presented to and pas d by the Florida Legislature, signed by the Governor or approved by sixty percent (60%) of the vote ►. of the State when presented in an election. There is also no way to predict, with any reasonable degr' of certainty, the actual impact on available ad valorem tax revenues if any of the proposed amendme to the Florida Constitution or any additional property tax amendments that may be proposed in the e becomes a ballot question that is approved by sixty percent (60%) of the voters of Florida. Howe -r, the City is not aware of any planned legislative measure or amendment to the Florida Constitution .t would have a material, adverse impact on its collection of ad valorem tax revenues. LEGAL MATTERS Certain gal matters incident to the validity of the Series 2024 Bonds are subject to the approval of Butler Sno LP, Bond Counsel, Jacksonville, Florida, whose approving opinion in the form attached hereto as " A ' ' ENDIX D — FORM OF BOND COUNSEL OPINION" will be furnished without charge to the pur asers of the Series 2024 Bonds at the time of their delivery. The actual legal opinion to be delivere s ay vary from that text if necessary to reflect facts and law on the date of delivery. The opinio ill speak only as of its date and subsequent distribution thereof by recirculation of the Official 1 SUBSTITUTED. Statement or otherwise shall create no implication that Bond Counsel has reviewed or express • . 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 ts Official Statement, it has not been engaged by the City to confirm or verify, and except as may be forth in an opinion of Bond Counsel delivered to the Underwriters, Bond Counsel will express no o ' pion as to the accuracy, completeness or fairness of any statements in this Official Statement, or in y other reports, financial information, offering or disclosure documents or other information pertaini to the City or the Series 2024 Bonds that may be prepared or made available by the City, the Unde ers or others to the holders of the Series 2024 Bonds or other parties. Certain legal matters will be passed upon for the City by George Attorney, Bryant Miller Olive P.A., Miami, Florida, Issuer's Counsel to the Miami, Florida, Disclosure Counsel to the City. Bond Counsel and Disclosure Counsel may, from time-t Underwriters on matters unrelated to the issuance of the Series 2024 LITIGATION There is no pending or, to the knowledge of the City, any nature whatsoever which in any way questions or affect proceedings or transactions relating to their issuance, sal Bond Resolution, or the levy or collection of the Li Valorem Revenues. Neither the creation, organizatio of the City Commission or other officers of the City As with most large metropolitan govern various legal and regulatory proceedings in th these matters is not presently determinable consultation with legal counsel, that the ou on the financial position of the City b amount accrued for estimated probab proceedings are described below. ime, nds. . Wysong III, Esq., City ity, and by Akerman LLP, serve as counsel to the y threatened litigation against the City of e validity of the Series 2024 Bonds, or any execution, or delivery, or the adoption of the ed Ad Valorem Tax revenues or the Non -Ad or existence, nor the title of the present members being contested. ntal entities, the City experiences litigation, claims and ordinary course of operations. Although the outcome of it is the opinion of management of the City based upon ome of these matters will not have an adverse material effect and the amount accrued for its self -insured liability and the losses to date. Some of the more notable pending or recent William O. Fuller and Martin Pi _" a II v. Joe Carollo District 3 Commissio in a suit against the City p Fuller and Martin Pinilla plaintiffs filed a civil ri Commissioner retalia amended their com rendered against pending, and ap and Chain, Al r Carollo has been brought into several lawsuits, either as a defendant or uant to actions which are alleged to be attributable to him. In William O. I v. Joe Carollo, the City of Miami, Maria Lugo and John Does 1-10, the is complaint against City Commissioner Carollo, as an individual, alleging the against them in violation of their First Amendment rights. The plaintiffs aint and dismissed the City and Lugo as parties. A $63.5 million verdict was mmissioner Carollo, as an individual, after a jury trial. Post -trial motions are still als and cross appeals have been filed in the case. In The Mad Room LLC d/b/a Ball s Exicano, LLC d/b/a Taquerias Mexicano, Little Havana Arts Building, LLC, and La 2 SUBSTITUTED. Gran Fiesta v. City of Miami, the complaint alleges that the City targeted plaintiffs for code enforc- ent because of political positions taken by the plaintiff's principals. The claims include proced al due process and substantive due process violations under state and federal law as well as tortious in rference with business relationships under state law. The City's motion to dismiss the amended plaint is pending. The City does not believe that these suits will affect the operations of the Ci nor does it believe they will affect the sale or repayment of the Series 2024 Bonds. On November 6, 2023 a new complaint was filed in the United States Di •ct Court for the Southern District of Florida by William O. Fuller, Martin Pinilla, II and fourteen e ies ("New Plaintiff Group"), against the City, and multiple City officials and/or employees in thei individual capacities, including Joe Carollo, Arthur Noriega, Victoria Mendez, Rachel Dooley, el Marrero, Daniel S. Goldberg, William Ortiz, Luis Torres, Adrian Plasencia, Rene Diaz, and Ivon- - Bayona, and John Does 1-20 (collectively, "Defendants"). New Plaintiff Group alleges a violation ' the constitutional right to free speech and freedom of association and civil conspiracy to violate e constitutional right to free speech and freedom of association. The new complaint seeks actual da ges in excess of $60 million as well as punitive damages. The allegations in the complaint are similar tthe allegations made in the cases disclosed above filed against the City and Joe Carollo. The co has dismissed the New Plaintiff Group's complaint twice, and the New Plantiff Group had until Fri s . , April 19, 2024 at noon to submit a second amended complaint. The court is reviewing the second a ended complaint and will dismiss any complaints the court deems to have violated its March 27, 424 Order dismissing the first amended complaint. The City does not believe that this suit will of ct the operations of the City, nor does it believe it will affect the sale or repayment of the Series 202 1 onds. Richard Klugh et al v. City of Miami In 2022, Richard Klugh filed a class action suit alleging a constitutional challenge to a City of Miami ordinance and the related City regulation • that impose a parking surcharge. Under Fla. Stat. § 166.271(1), a municipality may impose and c lect a parking surcharge if it satisfies the following preconditions: (1) the municipality is located county with a population of more than 500,000, (2) the municipality has a resident population of 2' 1,000 or more, and (3) "more than 20 percent of the real property" in the municipality is exempt f ad valorem taxes. Plaintiffs alleged that since as early as 2017, more than 20 percent of the real p perty in the City was not exempt from ad valorem taxes. Thus, according to Plaintiffs, the City no lone r satisfies a precondition for imposing and collecting the parking surcharge, and the Plaintiff seeks, a - eng other remedies, a refund of the parking surcharge paid by the class members. In January 2024, a ► iami-Dade Circuit Judge issued a non -final ruling favoring plaintiff's interpretation of the statute. case is pending trial. The average annual collection of the parking surcharge since fiscal year 2017 s $23.4 million. DISCLOS REQUIRED BY FLORIDA BLUE SKY REGULATIONS Rule 69W-400. ' 13, 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"), re. o fires the City to disclose each and every default as to the payment of principal and interest with resp• t to obligations issued by the City after December 31, 1975. Rule 69W-400.003 further provides owever, that if the City in good faith believes that such disclosures would not be considered m. -rial by a reasonable investor, such disclosures may be omitted. The City has not 3 SUBSTITUTED. defaulted on the payment of principal or interest with respect to obligations issued by the Cit after December 31, 1975. TAX MATTERS Series 2024A Bonds In the opinion of Butler Snow LLP, Bond Counsel, under existing laws, re ations, published rulings, and judicial decisions, interest on the Series 2024A Bonds (including any o : final issue discount properly allocable to the owner of a Series 2024A Bond) is excludable from gr: s income for federal income tax purposes and is not a specific preference item for purposes of the fed: al alternative minimum tax, however, such interest is taken into account in determining the annual a: sted financial statement income of applicable corporations (as defined in Section 59(k) of the Code) the purpose of computing the alternative minimum tax imposed on corporations. The opinion describ: 4 above assumes the accuracy of certain representations and compliance by the City with covenants des _ned to satisfy the requirements of the Code that must be met subsequent to the issuance of the Series 24A Bonds. Failure to comply with such requirements could cause interest on the Series 2024A B e , ds to be included in gross income for federal income tax purposes retroactive to the date of issuance ' the Series 2024A Bonds. The City has covenanted to comply with such requirements. Bond Coun has expressed no opinion regarding other federal tax consequences arising with respect to the Series 024A Bonds. The accrual or receipt of interest on the Series 20 A Bonds may otherwise affect the federal income tax liability of the owners of the Series 2024A Bo • is. The extent of these other tax consequences will depend on such owners' particular tax status and of -r items of income or deduction. Bond Counsel has expressed no opinion regarding any such conse ' ences. Purchasers of the Series 2024A Bonds, particularly purchasers that are corporations (includ g S corporations and foreign corporations operating branches in the United States of America), prop- or casualty insurance companies, banks, thrifts or other financial institutions, certain recipients of ocial security or railroad retirement benefits, taxpayers entitled to claim the earned income credit, tax e ers entitled to claim the refundable credit in Section 36B of the Code for coverage under a qualified h lth plan or taxpayers who may be deemed to have incurred or continued indebtedness to purchase or tax-exempt obligations, should consult their tax advisors as to the tax consequences of purchasing ' owning the Series 2024A Bonds. Series 2024B Bonds In the opinion of Bond C under federal income tax laws i Original Issue Discount sel, interest on the Series 2024B Bonds is includable in gross income effect on the date of delivery of the Series 2024B Bonds. The Series 202onds that have an original yield above their respective interest rates, as shown on the inside cover of is Official Statement (collectively, the "Discount Bonds"), are being sold at an original issue disco The difference between the initial public offering prices of such Discount Bonds and their stated a. ounts to be paid at maturity constitutes original issue discount treated in the same manner for feder income tax purposes as interest, as described above. 4 SUBSTITUTED. The amount of original issue discount that is treated as having accrued with respect to a Di ount Bond or is otherwise required to be recognized in gross income is added to the cost basis of the e er of the bond in determining, for federal income tax purposes, gain or loss upon disposition of suc •iscount Bond (including its sale, redemption or payment at maturity). Amounts received on disposi, en of such Discount Bond that are attributable to accrued or otherwise recognized original issue dis' :unt will be treated as federally tax-exempt interest, rather than as taxable gain, for federal income tax ' I oses. Original issue discount is treated as compounding semiannually, at a rate dete • fined by reference to the yield to maturity of each individual Discount Bond, on days that are determin: . by reference to the maturity date of such Discount Bond. The amount treated as original issue disct on such Discount Bond for a particular semiannual accrual period is equal to (a) the product of (i) e yield to maturity for such Discount Bond (determined by compounding at the close of each accrual • riod) and (ii) the amount that would have been the tax basis of such Discount Bond at the beginning o e particular accrual period if held by the original purchaser, less (b) the amount of any interest pa : Ile for such Discount Bond during the accrual period. The tax basis for purposes of the preceding s tence is determined by adding to the initial public offering price on such Discount Bond the sum of - amounts that have been treated as original issue discount for such purposes during all prior perio ' If such Discount Bond is sold between semiannual compounding dates, original issue discount t' .t would have been accrued for that semiannual compounding period for federal income tax purpose is to be apportioned in equal amounts among the days in such compounding period. Owners of Discount Bonds should consult their tax visors with respect to the determination and treatment of original issue discount accrued as of any • te, with respect to when such original issue discount must be recognized as an item of gross inc. e and with respect to the state and local tax consequences of owning a Discount Bond. Subseque • purchasers of Discount Bonds that purchase such Discount Bonds for a price that is higher or lower th. , the "adjusted issue price" of the Discount Bonds at the time of purchase should consult their tax ad sors as to the effect on the accrual of original issue discount. Original Issue Premium The Series 2024 Bonds that hav- . original yield below their respective interest rates, as shown on the inside cover of this Official St. ement (collectively, the "Premium Bonds"), are being sold at a premium. An amount equal to the e ' - ss of the issue price of a Premium Bond over its stated redemption price at maturity constitutes premi on such Premium Bond. A purchaser of a Premium Bond must amortize any premium over suc Premium Bond's term using constant yield principles, based on the purchaser's yield to maturity (o , in the case of Premium Bonds callable prior to their maturity, generally by amortizing the premium the call date, based on the purchaser's yield to the call date and giving effect to any call premi - . As premium is amortized, the amount of the amortization offsets a corresponding amount o nterest for the period, and the purchaser's basis in such Premium Bond is reduced by a correspo ng amount resulting in an increase in the gain (or decrease in the loss) to be recognized for federa ncome tax purposes upon a sale or disposition of such Premium Bond prior to its maturity. Even thou the purchaser's basis may be reduced, no federal income tax deduction is allowed. Purchasers of the ' emium Bonds should consult their tax advisors with respect to the determination and treatment of pr. ium for federal income tax purposes and with respect to the state and local tax consequences ' owning a Premium Bond. 5 SUBSTITUTED. Backup Withholding Backup withholding may be imposed on payments to any owner of the Series 2024 : ,nds that fail to provide certain required information including an accurate taxpayer identification nu .er to any person required to collect such information pursuant to Section 6049 of the Code. e reporting requirement does not in and of itself affect or alter the excludability of interest on the Seri 2024A Bonds from gross income for federal income tax purposes or any other federal tax consequenof purchasing, holding or selling federally tax-exempt obligations. Florida Tax Matters It is also the opinion of Bond Counsel that, under existing law, the interest thereon are exempt from taxation under the laws of the State of Flo imposed by Chapter 198, Florida Statutes, as amended, and net income Chapter 220, Florida Statutes, as amended. Changes in Federal and State Tax Law From time to time, there are legislative proposals in the C could alter or amend the federal and state tax matters referred to adversely affect the market value of the Series 2024 Bonds. form any such proposal might be enacted or whether if en enactment. In addition, regulatory actions are from time threatened or commenced which, if implemented or co affect the market value of the Series 2024 Bonds. I action will be implemented, how any particular liti the Series 2024 Bonds or the market value thereo 2024 Bonds should consult their tax advisors r initiatives or litigation. The opinions express regulations as interpreted by relevant judici delivery of the Series 2024 Bonds, and Bo thereto or with respect to any pending le ries 2024 Bonds and the a, except as to estate taxes franchise taxes imposed by gress and in the states that, if enacted, nder this heading "TAX MATTERS" or t cannot be predicted whether or in what ed it would apply to bonds issued prior to time announced or proposed and litigation is eluded in a particular manner, could adversely annot be predicted whether any such regulatory Lion or judicial action will be resolved, or whether ould be impacted thereby. Purchasers of the Series arding any pending or proposed legislation, regulatory by Bond Counsel are based on existing legislation and and regulatory authorities as of the date of issuance and Counsel has expressed no opinion as of any date subsequent lation, regulatory initiatives or litigation. The opinion of Bond Counsel i oes not cover the treatment for federal income tax purposes of any monies received in payment of or i espect to the Series 2024 Bonds subsequent to the occurrence of an Event of Default under the Bond ' 'solution. Prospective purchase . of the Series 2024 Bonds are advised to consult their own tax advisors prior to any purchase of Series 2024 Bonds as to the impact of the Code upon their acquisition, holding or disposition of tr - Series 2024 Bonds. RATINGS Moody's estors Service, Inc. and S&P Global Ratings, a division of S&P Global Inc. have assigned their m icipal bond ratings of "" ( outlook)," and "" ( outlook)," respectively to the Series 202onds. 6 SUBSTITUTED. The ratings reflect only the views of said rating agencies and an explanation of the ratings I :y be obtained only from said rating agencies. There is no assurance that such ratings will continue or any given period of time or that they will not be lowered or withdrawn entirely by the rating agenc ' , or any of them, if in their judgment, circumstances so warrant. A downward change in or withdraw of any of such ratings, may have an adverse effect on the market price of the Series 2024 Bonds. An : planation of the significance of the ratings can be received from the rating agencies, at the follo , ng addresses: Moody's Investor Service, 250 Greenwich Street, New York, New York 10007 and S&Global Ratings, 55 Water Street, New York, New York 10041. FINANCIAL ADVISOR The City has retained PFM Financial Advisors LLC, Coral Gables, Fl in connection with the authorization and issuance of the Series 2024 Bonds assisted the City in the preparation of this Official Statement and has advi relating to the planning, structuring and issuance of the Series 2024 Bon obligated to undertake and has not undertaken to make an indep responsibility for the accuracy, completeness or fairness of the in Statement. da, as Financial Advisor The Financial Advisor has d the City as to other matters The Financial Advisor is not dent verification or to assume ation contained in this Official PFM Financial Advisors LLC is an independent adviso firm and is not engaged in the business of underwriting, trading or distributing municipal or other pub . c securities. FINANCIAL STAT ' ENTS The Annual Comprehensive Financial Repo of the City of Miami for the Fiscal Year ended September 30, 2023 (the "Audited Financial Stat ents"), the report thereon of RSM US LLP, as independent certified public accountants, is ached hereto as "APPENDIX C - ANNUAL COMPREHENSIVE FINANCIAL REPORT OF E CITY OF MIAMI FOR FISCAL YEAR ENDED SEPTEMBER 30, 2023" as a part of this Of r ial Statement. The Audited Financial Statements have been included as a public document and no c► sent was requested or received from RSM US LLP. DERWRITING Siebert Williams Shank & Cs , LLC, on behalf of itself, Blaylock Van, LLC, Estrada Hinojosa & Company, Inc., and Jefferies LL1 (collectively, the "Underwriters"), has agreed, subject to certain conditions, to purchase the Se s 2024 Bonds from the City at an aggregate purchase price of $ (whic s calculated as the principal amount of the Series 2024 Bonds of $ [plus/less] [net] original issue [premium/discount] of $ , and less Underwriters' discount of $ (or approximately %) of the principal amount of the eries 2024 Bonds). The Underwri rs' obligations are subject to certain conditions precedent described in the Bond Purchase Agreemen ntered into between the City and the Underwriters, and they will be obligated to purchase all of the eries 2024 Bonds if any Series 2024 Bonds are purchased. The Series 2024 Bonds may be offered d sold to certain dealers (including dealers depositing such Series 2024 Bonds into 7 SUBSTITUTED. investment trusts) at prices lower than such public offering prices, and such public offering prices ::y be changed, from time to time, by the Underwriters. Certain of the Underwriters and their respective affiliates may be full service financia stitutions engaged in various activities, which may include sales and trading, commercial and inves nt banking, advisory, investment management, investment research, principal investment, hedging, : arket making, brokerage and other financial and non -financial activities and services. In the cours- of their various business activities, the Underwriters and their respective affiliates, officers, directors d employees may purchase, sell or hold a broad array of investments and actively trade securitie , derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for eir own account and for the accounts of their customers, and such investment and trading activities ay involve or relate to assets, securities and/or instruments of the City (directly, as collateral sec . ing other obligations or otherwise) and/or persons and entities with relationships with the City. e Underwriters and their respective affiliates may also communicate independent investment reco ' mendations, market color or trading ideas and/or publish or express independent research views in re ect of such assets, securities or instruments and may at any time hold, or recommend to clients that the should acquire, long and/or short positions in such assets, securities and instruments. The City does n: endorse or express any opinion as it relates to any investment recommendations, market color or ing ideas, or independent research views presented or communicated by the Underwriters and the " respective affiliates. The City is not responsible for the aforementioned investment recommendans, market color or trading ideas, or independent research views presented or communicated by the nderwriters and their respective affiliates or any actions taken by the Underwriters and their respec e affiliates clients, potential clients, or any individuals or persons relying on said investment reco : endations, market color or trading ideas, or independent research views. In addition, certain of the Underwriters hay entered into distribution agreements with affiliates or other broker -dealers (that have not been designed by the City as Underwriters) for the distribution of the Series 2024 Bonds at the original issue pri s. Such agreements generally provide that the relevant Underwriter will share a portion of its unde : ng compensation or selling concession with such broker - dealers. ONTINGENT FEES The City has retained Issu- "s Counsel, Bond Counsel, Disclosure Counsel and a Financial Advisor with respect to the aut ' •zation, sale, execution and delivery of the Series 2024 Bonds. Payment of the fees of such prs " ssionals and an underwriting discount to the Underwriters are each contingent upon the issuance of e Series 2024 Bonds. The remedies Bond Resolution are discretion and dela specifically the fe 2024 Bonds ma treated as unse ENFORCEABILITY OF REMEDIES a ilable to the owners of the Series 2024 Bonds upon an event of default under the n many respects dependent upon judicial actions which are often subject to Under existing constitutional and statutory law and judicial decisions, including ral bankruptcy code, the remedies specified by the Bond Resolution and the Series of be readily available or may be limited. For example, the Series 2024 Bonds may be ed obligations of the City under Chapter 9 of the federal bankruptcy code and the ability 8 SUBSTITUTED. of a Bondholder to seek and obtain a writ of mandamus may be limited if a Chapter 9 proceedi ; was instituted by the City, which in the State requires the approval of the Governor. The vario legal opinions to be delivered concurrently with the delivery of the Series 2024 Bonds, inclus g Bond Counsel's approving opinion, will be qualified, as to the enforceability of the remedies pro ded in the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolv cy or other similar laws affecting the rights of creditors enacted before or after such delivery. CONTINUING DISCLOSURE The City will covenant for the benefit of the holders of the Series 2024 Bds to provide certain financial information and operating data relating to the City and the Series 2024 : onds in each year (the "Annual Report"), and to provide notices of the occurrence of certain enumer. ' d events. Such covenant will only apply so long as the Series 2024 Bonds remain outstanding. The A, ual Report and any notices of enumerated events will be filed by the City with the Municipal S urities Rulemaking Board's Electronic Municipal Market Access ("EMMA") system for municipal s urities disclosures as described in the proposed form of Continuing Disclosure Agreement (the " Ce tinuing Disclosure Agreement") attached hereto as APPENDIX E to be executed by the City at the e of issuance of the Series 2024 Bonds. The specific nature of the information to be contained in e Annual Report and the notices of material events are described in "APPENDIX E - FO' OF CONTINUING DISCLOSURE AGREEMENT" attached hereto, which will be executed by th- ity at the time of issuance of the Series 2024 Bonds. Failure of the City to comply with the provisio ' of the Continuing Disclosure Agreement will not constitute an event of default under the Bond Res. Lion. It is the position of the City that the sole and exclusive remedy of any holder of a Series 2024, and for enforcement of the provisions of the Disclosure Agreement will be an action of mandamus o .pecific performance to cause the City to comply with its obligations thereunder. The City's disse ' ination agent for such undertakings is Digital Assurance Certification LLC. With respect to the Series 2024 Bonds, party other than the City is obligated to provide, nor is expected to provide, any continuing disclosure formation. The City has undertaken certain c► tinuing disclosure obligations in prior continuing disclosure certificates in connection with its outstmg debt to provide certain financial and operating information and notices to EMMA. Within the la 5 years, the City has complied in all material respects with its existing continuing disclosure undert-, ings, except that: (i) the City failed to timely file an event notice in 2020 for the incurrence of a fincial obligation for its Special Obligation Non -Ad Valorem Revenue Refunding Note, Taxable Series 120 (Port of Miami Tunnel Project); and (ii) the City failed to timely file an event notice in 2021 for e incurrence of a financial obligation for its Amendment No. 4 to Loan Agreement SW 132000 with e State of Florida Department of Environmental Protection in connection with the Wagner Creek/Sey' old Canal project. The City is currently in compliance in all material respects with its previous continui r . disclosure undertakings. ACC .' CY AND COMPLETENESS OF OFFICIAL STATEMENT The refere ces, excerpts, and summaries of all documents, statutes, and information concerning the City and c- ain reports and statistical data referred to herein do not purport to be complete, comprehensiv- and definitive and each such summary and reference is qualified in its entirety by 9 SUBSTITUTED. reference to each such document for full and complete statements of all matters of fact relating Series 2024 Bonds, the security for the payment of the Series 2024 Bonds and the rights and ob of the owners thereof and to each such statute, report or instrument. the ations The appendices attached hereto are integral parts of this Official Statement and m .t be read in their entirety together with all foregoing statements. The information and expressions of , .inions herein are subject to change without notice and neither the delivery of this Official Statement .r any sale made hereunder is to create, under any circumstances, any implication that there has bee ' no change in the affairs of the City from the date hereof. FORWARD -LOOKING STATEMENTS This Official Statement contains certain "forward -looking statem operations, performance and financial condition, including its future eco objectives and the likelihood of success in developing and expanding. number of assumptions and estimates which are subject to significant ts" concerning the City's mic performance, plans and se statements are based upon a certainties, many of which are beyond the control of the City. The words "may," "would," "co . d," "will," "expect," "anticipate," "believe," "intend," "plan," "estimate" and similar expressions e meant to identify these forward - looking statements. Actual results may differ materially fro those expressed or implied by these forward -looking statements. MISCELLANE Use of the words "shall" or "will" in this 0 ' cial Statement in summaries of documents to describe future events or continuing obligations is nintended as a representation that such event or obligation will occur but only that the documen contemplates or requires such event to occur or obligation to be fulfilled. Any statements made in this Official .tatement involving matters of opinion or of estimates, whether or not so expressly stated are set orth as such and not as representations of fact, and no representation is made that any of the e mates or opinions will be realized. Neither this Official Statement nor any statement that may ve been made verbally or in writing is to be construed as a contract with the owners of the Series 2' 4 Bonds. 10 SUBSTITUTED. AUTHORIZATION OF OFFICIAL STATEMENT The execution and delivery of this Official Statement and its distribution and Underwriters have been duly authorized and approved by the City. At the time of delivery 2024 Bonds, the City will furnish a certificate to the effect that nothing has come to their a would lead it to believe that the Official Statement (other than information herein relat book -entry only system of registration and the information contained under the MATTERS" and "UNDERWRITING" as to which no opinion will be expressed), as the date of delivery of the Series 2024 Bonds, contain an untrue statement of a ma state a material fact which should be included therein for the purposes for which t intended to be used, or which is necessary to make the statements contained t circumstances under which they were made, not misleading. u by the the Series ntion which to DTC, the aptions "TAX its date and as of al fact or omits to Official Statement is rein, in the light of the THE CITY OF AMI, FLORIDA By: 11 Art- Noriega V, City Manager Larry Spring, Chief Financial Officer APPENDIX A SUBSTITUTED. GENERAL INFORMATION REGARDING THE CITY OF MIAMI AND MIAMI-D COUNTY E APPENDIX B SUBSTITUTED. THE MASTER RESOLUTION, THE SERIES RESOLUTION AND THE SUPPLEME AL RESOLUTION SUBSTITUTED. APPENDIX C ANNUAL COMPREHENSIVE FINANCIAL REPORT OF THE CITY OF MIAMI FOR SCAL YEAR ENDED SEPTEMBER 30, 2023 SUBSTITUTED. APPENDIX D FORM OF BOND COUNSEL OPINION SUBSTITUTED. APPENDIX E FORM OF CONTINUING DISCLOSURE AGREEMENT SUBSTITUTED. EXHIBIT F FORM OF DISCLOSURE DISSEMINATION AGENT AGREEMENT 8600847'.v9 SUBSTITUTED. AKERMAN DRAFT 04/30/202 CONTINUING DISCLOSURE AGREEMENT This Continuing Disclosure Agreement (the "Disclosure Agreement") is exe ted and delivered by and between the City of Miami, Florida (the "Issuer") and Digital ssurance Certification LLC, a Florida limited liability company (the "Dissemination Agent"), ' connection with the issuance of the Issuer's $[ ] City of Miami, Florida Limit:, Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs) Tax -Exempt Series 2024 e "Series 2024 Bonds"). The Series 2024 Bonds are being issued under the authority of, and ' full compliance with, the Constitution and the laws of the State of Florida, including Chapt- 163, Chapter 166, Part II, and Chapter 159, Part VII, Florida Statutes, the Charter of the Ci , and other applicable provisions of law (the "Act") and pursuant to Resolution No. R-19-01 .2 adopted by the City Commission on February 14, 2019 (the "Master Resolution" or the `Series Resolution"), as supplemented and particularly as supplemented by Resolution No. ' -24-1 ] adopted by the City Commission on [ ], 2024 (the "Supplemental ' solution", together with the Master Resolution and the Series Resolution, the "Bond Resoluti' "). Capitalized terms used but not otherwise defined herein shall have the same meaning as en used in the Bond Resolution unless the context would clearly indicate otherwise. The Issu: covenants and agrees as follows: SECTION 1. PURPOSE OF THE DISCLOS AGREEMENT. This Disclosure Agreement is being executed and delivered by the I .uer for the benefit of the holders and Beneficial Owners (defined below) of the Series 2024 ' onds and in order to assist the Participating Underwriters in complying with the continuing discl ' ure requirements of the Rule defined below. SECTION 2. DEFINITIONS. In additi ' to the definitions set forth in the Resolution which apply to any capitalized term used in th. Disclosure Agreement, unless otherwise defined in this Section, the following capitalized to shall have the following meanings: "Annual Report" shall mean any ; nual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Beneficial Owner" shall m. a any person which (a) has the power, directly or indirectly, to vote or consent with respect to or to dispose of ownership of, any Bonds (including persons holding Bonds through nomin s, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federincome tax purposes. "Dissemination A nt" shall mean Digital Assurance Certification, LLC, or any successor Dissemination Agent d- . gnated in writing by the Issuer and which has filed with the Issuer a written acceptance of . ch designation pursuant to Section 8 of this Disclosure Agreement. "EMMA" all mean the Electronic Municipal Market Access web portal of the MSRB, located at http:// , .emma.msrb.org. "Eve of Bankruptcy" shall be considered to have occurred when any of the following occur: the ..pointment of a receiver, fiscal agent or similar officer for an Obligated Person in a proceedi under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in whic ' a court or governmental authority has assumed jurisdiction over substantially all of the assets •r business of the Obligated Person, or if such jurisdiction has been assumed by leaving the exi ng governmental body and officials or officers in possession but subject to the supervision E-1 5839683;2 SUBSTITUTED. AKERMAN DRAFT 04/30/202 and orders of a court or governmental authority, or the entry of an order confirming a p , n of reorganization, arrangement or liquidation by a court or governmental authority aving supervision or jurisdiction over substantially all of the assets or business of the Obligate ' Person. "Financial Obligation" shall mean a (i) debt obligation; (ii) derivative ins ent entered into in connection with, or pledged as security or a source of payment for, an exis g or planned debt obligation; or (iii) a guarantee of (i) or (ii). The term Financial Obligation all not include municipal securities as to which a final official statement has been provide • to the Municipal Securities Rulemaking Board consistent with the Rule. "Listed Event" shall mean any of the events listed in Section Agreement. "MSRB" shall mean the Municipal Securities Rulemaking ard. ( ) of this Disclosure "Obligated Person" shall mean any person, including th-, ssuer, who is either generally or through an enterprise, fund, or account of such person commi . by contract or other arrangement to support payment of all, or part of the obligations on the Se es 2024 Bonds (other than providers of municipal bond insurance, letters of credit, or other liq ' i ity or credit facilities). "Participating Underwriters" shall mean the on, al underwriters of the Series 2024 Bonds required to comply with the Rule in connection with fering of the Series 2024 Bonds. "Repository" shall mean each entity a orized and approved by the Securities and Exchange Commission from time to time to act . s a repository for purposes of complying with the Rule. As of the date hereof, the Reposi recognized by the Securities and Exchange Commission for such purpose is the M :, which currently accepts continuing disclosure submissions through EMMA. "Rule" shall mean the continu g disclosure requirements of Rule 15c2-12 adopted by the Securities and Exchange Commissi e under the Securities Exchange Act of 1934, as the same may be amended from time to time. SECTION 3. PROVI ON OF ANNUAL REPORTS. (a) The Issuer all, or shall cause the Dissemination Agent to, not later than June 30 after the end of the Issue - s last fiscal year (presently ends September 30), commencing with the report for the 2023-202' fiscal year, provide to any Repository in the electronic format as required and deemed accept. e by such Repository an Annual Report which is consistent with the requirements of Se. on 4 of this Disclosure Agreement. The Annual Report may be submitted as a single docume s ' or as separate documents comprising a package, and may cross-reference other information as drovided in Section 4 of this Disclosure Agreement; provided that the audited financial stat: ents of the Issuer may be submitted separately from the balance of the Annual Report and . ter than the date required above for the filing of the Annual Report only if they are not availa- e by that date so long as they are provided when they become available. If the Issuer's fiscal y:.r changes, it shall give notice of such change in the same manner as for a Listed Event. E-2 5839683;2 SUBSTITUTED. AKERMAN DRAFT 04/30/202 (b) Not later than fifteen (15) Business Days prior to the date set forth in (a) abov , the Issuer shall provide the Annual Report to the Dissemination Agent (if other than the Issue . If the Issuer is unable to provide EMMA an Annual Report by the date required in subsecti • (a), the Issuer shall send a notice to EMMA, in substantially the form attached as Exhibit A, a ompanied by a cover sheet in the form set forth as Exhibit B. (c) The Dissemination Agent shall, if the Dissemination Agent is oth file a report with the Issuer certifying that the Annual Report has been provi Disclosure Agreement, stating the date it was provided to EMMA. than the Issuer, pursuant to this SECTION 4. CONTENT OF ANNUAL REPORTS. The Issue s Annual Report shall contain or include by reference the following: (a) the audited financial statements of the Issuer for th- •nor fiscal year, prepared in accordance with generally accepted accounting principles promulgated to apply to governmental entities from time to time by the Governmental ounting Standards Board. If the Issuer's audited financial statements are not available by the ti e the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall ctain unaudited financial statements in a format similar to the financial statements containein the final Official Statement dated [ , 2024] (the "Official Statement"), and the , udited financial statements shall be filed in the same manner as the Annual Report when they b ome available; and (b) updates to the historical financial i . ormation and operating data presented in the Official Statement in the following tables: 1. Property Tax Rates; 2. Net Assessed Value and Estimated Actual Value of Taxable Property; 3. Property Tax L ies and Collections; 4. Ten Larges " ax Assessments; 5. Legally Available Non -Ad Valorem Revenues -Fiscal Year Ended Septe ' • er 30th; 6. Sc ► dule of Principal and Interest for Non -Ad Valorem Revenue Bonds; 7 .ummary Schedule of Revenues, Expenditures and Net Changes in Fund Balance for the General Fund; Direct Debt; Appendix A: Labor Force and Employment Statistics, Greater Miami Metropolitan Area; 10. Appendix A: Principal Employers; E-3 5839683;2 SUBSTITUTED. AKERMAN DRAFT 04/30/202 11. Appendix A: Record of Building Permits; 12. Appendix A: Population; 13. Appendix A: Direct and Overlapping Governmental Activitie ebt; and 14. Appendix A: Summary of Debt Ratios, Measurements and ebt Constraints Criteria. The information provided under Section 4(b) may be included by spe► fic reference to other documents, including official statements of debt issues of the Issuer or elated public entities, which have been submitted to EMMA or the Securities and Exch. ge Commission. If the document included by reference is a final official statement, it must • e available from EMMA. The Issuer shall clearly identify each such other document so includ by reference. SECTION 5. REPORTING OF SIGNIFICANT EVEN (a) Pursuant to the provisions of this Section 5, e Issuer shall give, or cause to be given, notice with EMMA of the occurrence in a timely m. 4 ner not in excess of ten (10) business days after the occurrence of any of the following event ith respect to the Series 2024 Bonds, with the exception of the event described in number below, which notice shall be given in a timely manner: 1. principal and interest pay nt delinquencies; 2. non-payment related d-'.ults if material; 3. unscheduled draw on the debt service reserves reflecting financial difficulties; 4. unscheduled ws on credit enhancements reflecting financial difficulties; 5. substitutio of credit or liquidity providers, or their failure to perform; 6. advers: tax opinions, the issuance by the Internal Revenue Service of prop, .ed or final determinations of taxability, Notices of Proposed Issue (I' ' Form 5701-TEB) or other material notices or determinations with r:.pect to the tax status of the Series 2024 Bonds, or other material events ffecting the tax status of the Series 2024 Bonds; 7 modifications to rights of the holders of the Series 2024 Bonds, if material; bond calls, if material, and tender offers; defeasances; 10. release, substitution, or sale of property securing repayment of the Series 2024 Bonds; E-4 5839683;2 SUBSTITUTED. AKERMAN DRAFT 04/30/2024 11. ratings changes; 12. an Event of Bankruptcy or similar event of an Obligated Person; 13. the consummation of a merger, consolidation, or acquisition inv► ving the Issuer or the sale of all or substantially all of the assets of the uer, other than in the ordinary course of business, the entry into a definit e agreement to undertake such an action or the termination of a defin ve agreement relating to any such actions, other than pursuant to its to ' , if material; 14. appointment of a successor or additional trustee or aying agent or the change of name of a trustee or paying agent, if mate al; 15. incurrence of a Financial Obligation of the Iss or Obligated Person, if material, or agreement to covenants, events o default, remedies, priority rights, or other similar terms of a Financi. Obligation of the Issuer or Obligated Person, any of which affect sec ty holders, if material; 16. default, event of acceleration, terminat .n event, modification of terms, or other similar events under the terms o e Financial Obligation of the Issuer or Obligated Person, any of which ect financial difficulties; and 17. notice of any failure on the pa of the Issuer to meet the requirements of Section 3 hereof. SECTION 6. IDENTIFYING INFO' "ATION. In accordance with the Rule, all disclosure filings submitted pursuant to this P sclosure Agreement to any Repository must be accompanied by identifying information as escribed by the Repository. Such information may include, but not be limited to: (a) the category of informat .n being provided; (b) the period covered b . ny annual financial information, financial statement or other financial informati ► or operation data; (c) the issues or s ► • cific securities to which such documents are related (including CUSIPs, issuname, state, issue description/securities name, dated date, maturity date, and/o oupon rate); (d) the nam- of any Obligated Person other than the Issuer; (e) the me and date of the document being submitted; and (f) .ntact information for the submitter. SEC ' ON 7. TERMINATION OF REPORTING OBLIGATION. The Issuer's obligation under this Disclosure Agreement shall terminate upon the legal defeasance, prior redempt .n or payment in full of all of the Series 2024 Bonds, so long as there is no remaining E-5 757.9683;2 SUBSTITUTED. AKERMAN DRAFT 04/ 1 /2024 liability of the Issuer, or if the Rule is repealed or no longer in effect. If such termi .tion occurs prior to the final maturity of the Series 2024 Bonds, the Issuer shall give notice of s termination in the same manner as for a Listed Event. SECTION 8. DISSEMINATION AGENT. The Issuer may, from tim to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations der this Disclosure Agreement (to be effective upon appointee filing with the Issuer a w r en acceptance of its designation as Dissemination), and may discharge any such Disseminati ' Agent, with or without appointing a successor Dissemination Agent. The Dissemination Age s shall not be responsible in any manner for the content of any notice or report prepared by the Iss r pursuant to this Disclosure Agreement. The initial Dissemination Agent shall be Digital urance Certification LLC, a Florida limited liability company. SECTION 9. AMENDMENT; WAIVER. Notwiths . I ding any other provision of this Disclosure Agreement, the Issuer may amend this Disclosur• Agreement, and any provision of this Disclosure Agreement may be waived, provided that the . lowing conditions are satisfied: (a) If the amendment or waiver relates to e provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in ci r umstances that arises from a change in legal requirements, change in law, or change in the ide ty, nature or status of the Issuer, or the type of business conducted; (b) The undertaking, as amender or taking into account such waiver, would, in the opinion of nationally recognized bond couel, have complied with the requirements of the Rule at the time of the original issuance of e Series 2024 Bonds, after taking into account any amendments or interpretations of the R e, as well as any change in circumstances; and (c) The amendment or aiver either (i) is approved by the holders or Beneficial Owners of the Series 2024 Bo is in the same manner as provided in the Resolution for amendments to the Resolution th the consent of holders or Beneficial Owners, or (ii) does not, in the opinion of nationally re ignized bond counsel, materially impair the interests of the holders or Beneficial Owners of the ' eries 2024 Bonds. Notwithstanding e foregoing, the Issuer shall have the right to adopt amendments to this Disclosure Agreemen ecessary to comply with modifications to and interpretations of the provisions of the Ru as announced by the Securities and Exchange Commission from time to time. In the eve- of any amendment or waiver of a provision of this Disclosure Agreement, the Issuer shall des • 'be such amendment in the next Annual Report, and shall include, as applicable, a narrative e anation of the reason for the amendment or waiver and its impact on the type (or in the case ► a change of accounting principles, on the presentation) of financial information or operating i ata being presented by the Issuer. In addition, if the amendment relates to the account g principles to be followed in preparing financial statements, (i) notice of such change shall • given in the same manner as for a Listed Event, and (ii) the Annual Report for the year in whi the change is made should present a comparison (in narrative form and also, if feasible, in qu s titative form) between the financial statements as prepared on the basis of the new accounting inciples and those prepared on the basis of the former accounting principles. E-6 75839683;2 SUBSTITUTED. AKERMAN DRAFT 04/ SECTION 10. ADDITIONAL INFORMATION. Nothing in this Disclosur shall be deemed to prevent the Issuer from disseminating any other information, u of dissemination set forth in this Disclosure Agreement or any other means of co including any other information in any Annual Report or notice of occurrence in addition to that which is required by this Disclosure Agreement. If the Issue any information in any Annual Report or notice of occurrence of a Listed Ev which is specifically required by this Disclosure Agreement, the Issuer, no obligation under this Disclosure Agreement to update such inform future Annual Report or notice of occurrence of a Listed Event. SECTION 11. DEFAULT. The continuing disclosure obli herein constitute a contract with the holders of the Series 2024 B the Issuer to comply with any provision of this Disclosure Ag Owner of the Series 2024 Bonds may take such actions as including seeking mandamus or specific performance by applicable, to comply with its obligations under this Dis the sole remedy under this Disclosure Agreement in the with the provisions of this Disclosure Agreement sh default under this Disclosure Agreement shall no Resolution. SECTION 12. DUTIES, IMMUNITI AGENT. The Dissemination Agent shall hav Disclosure Agreement, and the Issuer agre officers, directors, employees and agent may incur arising out of or in the exe including the costs and expenses (i liability, but excluding liabilities misconduct. The obligations of of the Dissemination Agent and /2024 Agreement g the means munication, or a Listed Event, chooses to include nt in addition to that a applicable, shall have on or include it in any tions of the Issuer set forth ds. In the event of a failure of ement, any Holder or Beneficial ay be necessary and appropriate, ourt order, to cause the Issuer, as osure Agreement; provided, however, ent of any failure of the Issuer to comply be an action to compel performance. A e deemed an Event of Default under the AND LIABILITIES OF DISSEMINATION only such duties as are specifically set forth in this to indemnify and save the Dissemination Agent, its armless against loss, expense and liabilities which it se or performance of its powers and duties hereunder, uding attorney's fees) of defending against any claim of ue to the Dissemination Agent's negligence or willful Issuer under this Section shall survive resignation or removal ayment of the Series 2024 Bonds. emainder of page intentionally left blank] E-7 75839683;2 SUBSTITUTED. AKERMAN DRAFT 04/30/202 SECTION 13. BENEFICIARIES. This Disclosure Agreement shall inure solely . the benefit of the Issuer, the Dissemination Agent, the Participating Underwriters and holrs and Beneficial Owners from time to time of the Series 2024 Bonds, and shall create no rig ' s in any other person or entity. Dated: , 2024. CITY OF MIAMI, FLORIDA as Issuer [SEAL] By: ATTEST: By: Todd B. Hannon City Clerk APPROVED AS TO FORM AND CORRECTNESS: By: George K. Wysong III, Esq. City Attorney City Manager DIGITAL ASSURANCE CERTIFICATION LLC, a Florida limited liability company, as Dissemination Agent By: Name: Title: E-8 5839683;2 SUBSTITUTED. AKERMAN DRAFT 04/30/2024 EXHIBIT A NOTICE TO REPOSITORY OF FAILURE TO FILE ANNUAL REPORT Obligated Person: City of Miami, Florida Name of Bond Issue: Date of Issuance: CUSIP Number: City of Miami, Florida Limited Ad Valorem Ta : onds (Miami Forever Infrastructure Programs) Tax -Exempt Se es 2024 [ ], 2024 [ ] NOTICE IS HEREBY GIVEN that the Issuer has not provid- , an Annual Report with respect to the above -named Bonds as required by Sections 3 and ' (b) of the Continuing Disclosure Agreement dated [ , 2024]. The Issuer has 1 ,tified the Dissemination Agent that it anticipates that the Annual Report will be filed by Dated: HE CITY OF NHANH, FLORIDA By: Name: Title: E-9 75839683;2 SUBSTITUTED. AKERMAN DRAFT 04/30/2024 EXHIBIT B EVENT NOTICE COVER SHEET This cover sheet and accompanying "event notice" will be sent to the MSRB, pursuant . Securities and Exchange Commission Rule 15c2-12(b)(5)(i)(C) and (D). Issuer's and/or Other Obligated Person's Name: Issuer's Six -Digit CUSIP Number: or Nine -Digit CUSIP Number(s) of the Series 2024 Bonds which this event notice relates: Number of pages attached: Description of Notice Events (Check On 1. "Principal and interest payment de ' quencies;" 2. "Non -Payment related defaults,' material;" 3. "Unscheduled draws on debt sice reserves reflecting financial difficulties;" 4. "Unscheduled draws on creenhancements reflecting financial difficulties;" 5. "Substitution of credit or 1 ,uidity providers, or their failure to perform;" 6. "Adverse tax opinions, ' S notices or events affecting the tax status of the security;" 7. "Modifications to rig of securities holders, if material; 8. "Bond calls, if mate al;" 9. "Defeasances;" 10. "Release, subs ' tion, or sale of property securing repayment of the securities, if material;" 11. "Rating ch. ges;" 12. "Bankrup y, insolvency, receivership or similar event of the obligated person;" 13. "Merge , consolidation, or acquisition of the obligated person, if material;" 14. "App', ntment of a successor or additional trustee, or the change of name of a trustee, if material;" 15. " . currence of a Financial Obligation of the Issuer or Obligated Person, if material, or agreeme to covenants, events of default, remedies, priority rights, or other similar terms of a Financ Obligation of the Issuer or Obligated Person, any of which affect security holders, if mate E-10 75839683;2 SUBSTITUTED. AKERMAN DRAFT 04/30/20 4 16. "Default, event of acceleration, termination event, modification of terms, similar events under the terms of the Financial Obligation of the Issuer or Obligated P of which reflect financial difficulties;" and 17. "Failure to provide annual financial information as required." I hereby represent that I am authorized by the Issuer or its agent to distribut publicly: Signature: Name: Title: Date: E-11 other on, any is information 75839683;2