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HomeMy WebLinkAboutExhibit EEXHIBIT E FORM OF THE PRELIMINARY OFFICIAL STATEMENT et a o `" NEW ISSUES — BOOK ENTRY ONLY ° � o z .o 0 2 g 0 1 In the opinion of Butler Snow LLP, Bond Counsel, under existing laws, regulations, published rulings, and -� o' judicial decisions and assuming the accuracy of certain representations and continuous compliance with certain o o covenants described herein, interest on the Series 2024C 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 N of delivery of the Series 2024C Bonds (the "Code ), and such interest is not a specific preference item for purposes oN >; of the federal alternative minimum tax, however, such interest is taken into account in determining the annual adjusted 0 $.financial statement income of applicable corporations (as defined in Section 59(k) of the Code) for the purpose of G computing the alternative minimum tax imposed on corporations. Bond Counsel is also of the opinion that the Series -o • • E 2024C 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 ti imposed byChapter 220, Florida Statutes, as amended. See "TAX MATTERS" herein or a description o other tax . a, p pf p f y1.consequences to holders of the Series 2024C Bonds. • E "4' � �, [CITY OF MIAMI LOGO] • z si 1* .6" ° CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BONDS (MIAMI FOREVER INFRASTRUCTURE PROGRAMS) TAX-EXEMPT SERIES 2024C U � O � y-+ •E •) • CA 1:Ja� o •� The Series 2024C 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 2024C Bonds. See "THE PROJECTS," herein. e• t .2 •1 F1, 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 e) of an informed investment decision. a Q The Series 2024C Bonds are being issued by the City as fully registered bonds, which initially will be v „ 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 denominations of • U o $5,000 and integral multiples thereof. Purchasers of the Series 2024C Bonds (the `Beneficial Owners") will not • o .? receive physical delivery of the Series 2024C Bonds. Transfers of ownership interests in the Series 2024C Bonds will o be effected by the DTC book -entry system as described herein. As long as Cede & Co. is the registered owner as E o nominee of DTC, principal and interest payments will be made directly to such registered owner which will in tum ��:g� � � ••� ,� remit such payments to the Participants (as defined herein) for subsequent disbursement to the Beneficial Owners. P. o -u 0. PRELIMINARY OFFICIAL STATEMENT DATED , 2024 Ratings: Moody's: " [_1" S&P: "1 1" (See "Ratings" herein) DItii Bond Dated: Date of Delivery 11 Due: January 1, as shown on inside cover The $ 1* City of Miami, Florida Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs) Tax -Exempt Series 2024C (the "Series 2024C 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"), as supplemented and particularly as supplemented by Resolution No. R-24-{ 1 adopted by the City Commission on July [ 1, 2024 (the "Series Resolution" and, collectively with the Master Resolution, the "Bond Resolution"). * Preliminary, subject to change. Blaylock Van, LLC Dated: , 2024 Interest on the Series 2024C Bonds is payable semi-annually on each January 1 and July 1, commencing 1, 2025. Principal of, premium, if any, and interest on the Series 2024C 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 2024C 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 2024C 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 2024C Bonds are sufficient to pay the principal of, redemption premium, if any, and interest on such Series 2024C Bonds then due and payable; provided, however, that not more than 10% of the Maximum Annual Debt Service on the Series 2024C Bonds may be paid from such non -ad valorem revenues in any Fiscal Year. The Series 2024C 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 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, as described herein) is pledged to the payment of the principal of, premium, if any, and interest of the Series 2024C Bonds. The Series 2024C Bonds are subject to redemption prior to their respective maturities, as described herein under "DESCRIPTION OF THE SERIES 2024C 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 2024C BONDS INVOLVE A DEGREE OF RISK AND ARE NOT SUITABLE FOR ALL INVESTORS. I' , a • • The Series 2024C 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, and Law Offices of Richard Kuper, P.A., Miami, Florida, Associate Counsel. Certain legal matters will be passed upon for the City by George K. Wysong III, Esq., City Attorney, Bryant Hiller Olive P.A., Issuer's Counsel to the City, and by Akerman LLP, Miami, Florida, Disclosure Counsel to the City, and for the Underwriters by McGuireWoods LLP, Jacksonville, Florida. PFM Financial Advisors LLC, Coral Gables, Florida is serving as Financial Advisor to the City. It is expected that the Series 2024C 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 2 MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, PRICES AND CUSIP NUMBERS $[ 1* CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BONDS (MIAMI FOREVER INFRASTRUCTURE PROGRAMS) TAX-EXEMPT SERIES 2024C Maturity (January 1) Principal Amount* Interest Rate Yield 20 $ % Term Bond Due January 1, 2049 Yield % Term Bond Due January 1, 2054 Yield % Price: % Price: Price CUSIP No.t CUSIP No.t Initial CUSIP Number's DRAFT * Preliminary, subject to change. 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. DRAFT THE CITY OF MIAMI, FLORIDA 444 S.W. 2"d 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 A Erica T. Paschal -Darling, CPA r ■ ISSUER'S COUNSEL Bryant Miller Olive P.A. Miami, Florida BOND COUNSEL Butler Snow LLP Jacksonville, Florida ASSOCIATE COUNSEL Law Offices of Richard Kuper, P.A. Miami, Florida DISCLOSURE COUNSEL Akerman LLP Miami, Florida FINANCIAL ADVISOR PFM Financial Advisors LLC Coral Gables, Florida DRAFT 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 2024C 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 2024C 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 2024C 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 2024C 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 2024C 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 2024C 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 2024C 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 2024C 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 2024C 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 2024C BONDS IN ACCORDANCE WITH APPLICABLE PROVISIONS OF THE SECURITIES LAWS OF THE STATE, IF ANY, IN WHICH THE SERIES 2024C 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 2024C 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 2024C BONDS. 2 TABLE CONTENTS Pate INTRODUCTION 6 PURPOSE OF THE SERIES 2024C BONDS 8 THE PROJECTS 8 ESTIMATED SOURCES AND USES OF FUNDS 9 DEBT SERVICE SCHEDULE 10 DESCRIPTION OF THE SERIES 2024C 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 17 SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2024C BONDS 17 General 17 Limited Ad Valorem Tax; Millage Limitation 18 Covenant to Budget and Appropriate Non -Ad Valorem Revenues 18 Special Investment Considerations 19 Establishment of Funds and Accounts 20 No Reserve Fund 21 Issuance of Additional Bonds 21 AD VALOREM TAXATION 21 General 21 Truth in Millage Bill 22 Property Assessment Procedures 22 Levy of Ad Valorem Taxes 22 Exemptions 23 Millage Rates 24 Assessed Valuations 25 Tax Collection 25 Tax Deeds 26 NON -AD VALOREM REVENUES 28 Taxes 28 Intergovernmental Revenues 34 Fines and Forfeitures 38 Charges for Services 38 Other Revenue and Financing Sources 38 Recent Legislation 38 Pledge of Non -Ad Valorem Revenues 39 General Fund 43 THE CITY OF MIAMI 43 Background 43 City Government 44 iii TABLE CONTENTS (continued) Page Budget Process and Control 45 Adoption of Investment Policy and Debt Management Policy 46 Financial Integrity Ordinance 47 Internal Auditor 48 Insurance Considerations Affecting the City 49 Ability to be Sued, Judgments Enforceable 49 Health Insurance 50 Pension Plans 50 Accrued Compensated Absences 51 Other Post -Employment Benefits 51 Climate Change 52 Cybersecurity 53 Direct Debt 55 Annual Debt Service Requirements to Maturity 56 LEGISLATIVE AND CONSTITUTIONAL INITIATIVES CONCERNING AD VALOREM TAXES 56 LEGAL MATTERS 61 LITIGATION 61 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS 63 TAX MATTERS 63 Series 2024A Bonds 63 Series 2024B Bonds Error! 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Original Issue Discount 64 Original Issue Premium 64 Backup Withholding 65 Florida Tax Matters 65 Changes in Federal and State Tax Law 65 RATINGS 66 FINANCIAL ADVISOR 66 FINANCIAL STATEMENTS 66 UNDERWRITING 66 CONTINGENT FEES 67 ENFORCEABILITY OF REMEDIES 67 CONTINUING DISCLOSURE 68 ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT 68 FORWARD -LOOKING STATEMENTS 69 MISCELLANEOUS 69 AUTHORIZATION OF OFFICIAL STATEMENT 70 iv APPENDICES APPENDIX A: APPENDIX B: APPENDIX C: APPENDIX D: APPENDIX E: TABLE CONTENTS (continued) GENERAL INFORMATION REGARDING THE CITY OF MIAMI THE MASTER RESOLUTION AND THE SERIES 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 DRAFT v OFFICIAL STATEMENT relating to CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BONDS (MIAMI FOREVER INFRASTRUCTURE PROGRAMS) TAX-EXEMPT SERIES 2024C 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 2024C (the "Series 2024C Bonds"), in connection with the sale of the Series 2024C Bonds. The Series 2024C 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"), all as supplemented and particularly as supplemented by Resolution No. R-244 1 adopted by the City Commission on July 1 1, 2024 (the "Series Resolution" and, collectively with the Master Resolution, the "Bond Resolution"). The Series 2024C 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 2024C Bonds. See "PURPOSE OF THE SERIES 2024C BONDS" herein. a • ■ The Series 2024C 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 2024C 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 2024C Bonds are sufficient to pay the principal of, redemption premium, if any, and interest on the Series 2024C Bonds then due and payable; provided, however, that not more than 10% of the Maximum Annual Debt Service on the Series 2024C Bonds may be paid from such non -ad valorem revenues in any Fiscal Year. The Series 2024C 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 2024C Bonds. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2024C BONDS" herein. The summaries of and references to all documents, statutes, reports and other instruments referred to herein do not purport to be complete, comprehensive or definitive, and each such summary and reference * Preliminary, subject to change. 6 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 AND THE SERIES RESOLUTION." All documents of the City referred to herein may be obtained from the City's Finance Director, 444 S.W. 2"d Avenue, 6th Floor, Miami, Florida 33130, Telephone (305) 416-1328. [Remainder of Page Intentionally Left Blank.] DRAFT 7 PURPOSE OF THE SERIES 2024C 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 2024C Bonds as the second 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 2024C Bonds. THE PROJECTS As stated above and in the Bond Resolution, the proceeds of the Series 2024C Bonds will be used to finance a portion of the costs of certain infrastructure projects within the City (the "Projects"). As identified in the Series 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 Series Resolution in "APPENDIX B — THE MASTER RESOLUTION AND THE SERIES RESOLUTION." JI \/ \1 1 8 ESTIMATED SOURCES AND USES OF FUNDS The proceeds derived from the sale of the Series 2024C Bonds and other available monies are expected to be used as follows: Series 2024A Bonds Series 2024B Bonds SERIES 2024 SOURCES: Principal Amount of Series 2024C 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 fmancial advisory and legal fees and expenses, rating agency fees, printing and other miscellaneous costs of issuance. e nder of ge I ally ft Blank.] 9 DEBT SERVICE SCHEDULE The following table sets forth the aggregate debt service requirements for the Series 2024C Bonds. Fiscal Year Ending Series 2024C 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 /RAFT 10 DESCRIPTION OF THE SERIES 2024C BONDS General The Series 2024C 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 2024C 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 2024C Bonds is payable semi-annually on January 1 and July 1 of each year, commencing January 1, 2025. 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 2024C 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 2024C 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 2024C Bonds will be computed on the basis of a 360-day year of twelve 30-day months. Optional Redemption The Series 2024C 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 Series 2024C Bonds maturing on January 1, 20 - are subject tiandatory 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 Principal Amount 11 * Maturity [Remainder of Page Intentionally Left Blank.] DRAFT 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 2024C Bonds or portions of the Series 2024C 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 2024C Bond, or any defect therein, shall not affect the validity of the proceedings for redemption of any Series 2024C 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 2024C 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 2024C Bonds then outstanding shall be called for redemption, the distinctive Series, numbers and letters, including CUSIP numbers, if any, of such Series 2024C Bonds to be redeemed and, in the case of Series 2024C Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. If any Series 2024C 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 2024C Bond, a new Series 2024C Bond or Series 2024C Bonds of the same Series in a principal amount equal to the unredeemed portion of such Series 2024C 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 2024C 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 2024C 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 2024C Bond receives such notice. The Bond Registrar shall not be required to transfer or exchange any Series 2024C 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. 13 SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2024C BONDS, AS NOMINEE OF DTC, CERTAIN REFERENCES IN THIS OFFICIAL STATEMENT TO THE BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2024C BONDS SHALL MEAN CEDE & CO. AND WILL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2024C BONDS. THE DESCRIPTION WHICH FOLLOWS OF THE PROCEDURES AND RECORD KEEPING WITH RESPECT TO BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2024C BONDS, PAYMENT OF INTEREST AND PRINCIPAL ON THE SERIES 2024C BONDS TO DIRECT PARTICIPANTS (AS HEREINAFTER DEFINED) OR BENEFICIAL OWNERS OF THE SERIES 2024C BONDS, CONFIRMATION AND TRANSFER OF BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2024C BONDS, AND OTHER RELATED TRANSACTIONS BY AND BETWEEN DTC, THE DIRECT PARTICIPANTS AND BENEFICIAL OWNERS OF THE SERIES 2024C 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 2024C Bonds. The Series 2024C 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 2024C 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 2024C 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 14 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 2024C 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 2024C Bonds, except in the event that use of the book -entry system for the Series 2024C Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Series 2024C 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 2024C 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 2024C 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.IM Neither DTC nor Cede & Co. (nor any other DTC nominee) will conse: or vote with respect to the Series 2024C Bonds unless authorized by a Direct Participant in accordance with DTC's MMI procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series 2024C 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 2024C 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 2024C Bonds at any time by giving reasonable notice to the City or paying agent. Under such circumstances, in the event 15 that a successor depository is not obtained, the Series 2024C 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 2024C Bond certificates will be printed and delivered to DTC. No Assurance Regarding DTC Practices The foregoing information in this section concerning DTC and DTC's book -entry system has been obtained from sources that the City believes to be reliable, but the City, the Underwriters and the Bond Registrar take no responsibility for the accuracy thereof. So long as Cede & Co. is the registered owner of the Series 2024C Bonds as nominee of DTC, references herein to the holders or registered owners of the Series 2024C Bonds will mean Cede & Co. and will not mean the Beneficial Owners of the Series 2024C 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 2024C Bonds or (_iv) any other r action t DTC or its partnership nominee as owner of the Series 2024C Bonds. Registration, Transfer and Exchange So long as the Series 2024C Bonds are registered in the name of DTC or its nominee, the following paragraphs relating to transfer and exchange of Series 2024C Bonds do not apply to the Series 2024C Bonds. Any Series 2024C 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 2024C 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 2024C Bond or Series 2024C 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 2024C Bonds may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Series 2024C 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 2024C 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 16 transfer or exchange, and may require that such amounts be paid before any such new Series 2024C Bond shall be delivered. The City, the Bond Registrar, and the Paying Agent may deem and treat the registered owner of any Series 2024C Bond as the absolute owner of such Series 2024C Bond for the purpose of receiving payment of the principal thereof, and redemption premium, if any, thereon. The Series 2024C Bonds may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Series 2024C Bonds or other authorized denomination of the same Series and maturity. Replacement of Bonds Mutilated, Destroyed, Stolen or Lost If any Series 2024C Bond is mutilated, destroyed, stolen or lost, the City or its agent may, in its discretion (i) deliver a duplicate replacement Series 2024C Bond, or (ii) pay a Series 2024C 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 destroyed, stolen or lost Series 2024C 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 2024C Bond shall constitute an original contractual obligation on the part of the City whether or not the destroyed, stolen or lost Series 2024C Bond is at any time found by anyone, and such duplicate Series 2024C 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 2024C Bond so mutilated, destroyed, or stolen or lost. SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2024C BONDS General The Series 2024C 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 2024C 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 2024C Bonds is sufficient to pay the principal of, redemption premium, if any, and interest on such Series 2024C Bonds then due and payable; provided, however, that not more than 10% of the Maximum Annual Debt Service on the Series 2024C 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 2024C 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 2024C 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 17 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 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 2024C 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 2024C Bonds and any other Bonds issued under the Bond Resolution. See "AD VALOREM TAXATION — Millage Rates" herein. 11111. The Series 2024C 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 2024C 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 18 amount which, together with the Limited Ad Valorem Tax revenues on deposit in the Principal and Interest Account and the Bond Amortization Account (as defined below) is sufficient to pay the principal of, redemption premium, if any, and interest on the Series 2024C Bonds then due and payable; provided, however, the amount of non -ad valorem revenues budgeted and appropriated with respect to the Series 2024C Bonds in such Fiscal Year shall not exceed 10% of the Maximum Annual Debt Service on such Series 2024C 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 2024C 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 2024C Bonds shall not exceed ten percent (10%) of the Maximum Annual Debt Service on such Series 2024C 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 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 — Pledge of 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 2024C 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 19 valorem taxes collected at a millage rate of up to the Millage Limitation will be sufficient to pay debt service on the Series 2024C 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 2024C 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 2024C Bonds in any given year is limited to 10% of the Maximum Annual Debt Service on such Series 2024C Bonds. Such amounts therefore would not be sufficient to ensure payment of all debt service on the Series 2024C Bonds if the Limited Ad Valorem Tax revenues are insufficient to pay debt service on the Series 2024C Bonds by more than such 10% amount. 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 2024C 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 2024C 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 (as defined in the Bond Resolution) available to pay a portion of the debt service on the Series 2024C Bonds. See "NON -AD VALOREM REVENUES" herein. 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 2024C Infrastructure Bonds Fund" (the "Bond Fund") and two accounts within each such fund designated the "2024C Principal and Interest Account" (the "Principal and Interest Account") and the "2024C Bond 20 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 2024C 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 ($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; 21 (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) the condition of the property; (7) the income from the property; and (8) 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. 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 22 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.] u, *u-kr 23 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, 2013 through September 30, 2023. THE CITY OF MIAMI, 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 0.323 7.8774 Source: Miami -Dade Co ty Property Appraisers Office. Note: All millage rates at based on $1 for every $1,000 of assessed value.k [Remainder of Page Intentionally Left Blank.] 24 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 MIAMI, 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; City of Miami Annual Comprehensive Financial Reports, September 2022 and September 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. 25 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, 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Total Taxes Levied for Fiscal Year $262,193,908 281,070,226 315,966,185 353,176,443 390,792,627 407,034,676 449,788,561 478,259,512 499,722,387 559,795,437 631,997,343 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; City of Miami Annual Comprehensive Financial Reports, September 2022 and September 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.] 26 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 $ 999,954,215 1.18% 380,000,000 0.45 370,168,692 0.44 258,263,288 0.31 241,821,000 0.29 241,731,557 0.29 240,700,000 0.29 226,792,860 0.27 222,500,000 0.26 220,385,494 0.26 $3,402,317,106103% Source: City of Miami Comprehensive Annual Financial Report, September 2023. 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 [Remainder of Page Intentionally Left Blank.] 27 NON -AD VALOREM REVENUES The Series 2024C 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 2024C 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 2024C 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 28 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. 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. 29 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 Depailnient of Revenue's ("FDOR") cost of administration which may not exceed 1% of the total tax generated, are deposited in the Local Communications Services Tax Clearing Trust Fund (the "CST Trust Fund") and distributed monthly to the appropriate jurisdiction. The local communications services tax revenues received by the City are deposited into the City's General Fund and may be used for any public purpose. The revenues that are received by the City from such communications services tax which derive from the CST Trust Fund created with the FDOR pursuant to Section 202.193, Florida Statutes, may be pledged for the repayment of current or future bonded indebtedness. One effect of the CSTA was to replace the former utilities tax on telecommunications, including pre -paid calling arrangements, as well as any revenues from franchise fees on cable and telecommunications service providers and permit fees relating to placing or maintaining facilities in rights -of -way collected from providers of certain telecommunications services, with the local communications services tax. This change in law was intended to be revenue neutral to the counties and municipalities. The communications services tax applies to a broader base of communications services than the former utilities tax on telecommunications. ®„ I 1 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. 30 (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 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. 31 Business Tax Revenues The "Business Tax' (formerly called the "Occupational License Tax") includes the business taxes levied and collected by the City pursuant to Chapter 205, Florida Statutes, and Ordinance 10303 enacted by the City on July 23, 1987. Section 205.042, Florida Statutes, authorizes the City to levy "a business tax for the privilege of engaging in or managing any business, profession, or occupation within its jurisdiction." The Business Tax may be levied on: (1) Any person who maintains a permanent business location or branch office within the municipality, for the privilege of engaging in or managing any business within its jurisdiction. (2) Any person who maintains a permanent business location or branch office within the municipality, for the privilege of engaging in or managing any profession or occupation within its jurisdiction. (3) Any person who does not qualify under subsection (1) or subsection (2) and who transacts any business or engages in any occupation or profession in interstate commerce if the Business Tax is not prohibited by the United States Constitution. All Business Tax receipts are issued for payment by the City beginning August 1 of each year and such taxes are due and payable on or before September 30 of each year. Each Business Tax receipt expires on September 30 of the succeeding year. Business Tax receipts that are not renewed when due and payable are delinquent and subject to a delinquency penalty of 10% for the month of October, plus an additional 5% penalty for each subsequent month of delinquency until paid. However, the total delinquency penalty may not exceed 25% of the Business Tax for the delinquent establishment. Any person who engages in or manages any business, occupation, or profession without first paying the required Business Tax, is subject to a penalty of 25% of the tax due, in addition to any other penalty provided by law or ordinance. Any person who engages in any business, occupation, or profession covered by Chapter 205, Florida Statutes, who does not pay the required Business Tax within 150 days after the initial notice of tax due, and who does not obtain the required Business Tax receipt, is subject to civil actions and penalties, including court costs, reasonable attorneys' fees, additional administrative costs incurred as a result of collection efforts, and a penalty of up to $250. Chapter 205, Florida Statutes, provides that the City may only increase by ordinance the rates of Business Taxes every other year by up to 5%. The increase, however, may be enacted by at least a majority plus one vote of the Commission. In past sessions of the Florida Legislature, legislation has been introduced that, had it been enacted, could have reduced the amount of Business Taxes to be collected by the City. Such proposed legislation was not passed. No assurance can be given that similar legislation will not be re -introduced in the future. 32 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 2024C Bonds. 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 33 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 depaitnients. 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 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 34 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: MIL II 1111U (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 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 35 (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 \1 1 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. 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. 36 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. 37 Fuel Tax The City receives revenues from the County relating to various fuel taxes imposed within the County. However, such fuel tax revenues may only be used by the City for certain transportation -related expenditures and may only be used to pay that portion of the debt service which is allocable to transportation -related projects. 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; —111 (c) Physical Environment: charges include cemetery fees; (d) Building and Zoning Inspections: fees for inspections such as plumbing, electrical, elevator and mechanical inspections; ■ (e) Marina Fees: all fees associated with operations of the various City marinas; (f) Recreational and Special Events: fees for parks and recreation activities and events; and (g) Other: fees for services not specifically mentioned above, i.e., engineering services, public hearing fees. 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. 38 During the 2022 legislative session, the State Senate and House passed House Bill 777 ("HB 777"), which requires a local government to seek voter approval at a general election prior to levying certain optional local taxes to be held at a general election. The bill, which took effect on October 1, 2022, applies to the following local option taxes: tourist development taxes; tourist impact taxes; ad valorem taxes levied by a children's services independent special district; county, municipal and school district voted millage increase and local option fuel taxes. 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 2024C Bonds. Pledge of Non -Ad Valorem Revenues No specific source of Non -Ad Valorem Revenues are pledged to the payment of the Series 2024C 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 2024C 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 2024C 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 2024C Bonds, the City has treated the 39 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 2024C 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 2024C 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. -IN r [Remainder of Page Intentionally Left Blank.] Ila IL 40 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 2020 $115,560,039.28 $113,729,424.96 $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 $122,174,201.93 $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 $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 2024C Bonds or debt service payable on the City of Miami, Florida $241,220,000 Special Obligation Non -Ad Valorem Revenue Bonds (New Administrative Building), Series 2023A, and $30,175,000 Taxable Special Obligation Non -Ad Valorem Revenue Bonds, Series 2023B, issued on November 20, 2023, or debt service payable on the City of Miami, Florida $135,460,000 Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Tax -Exempt Series 2024A, and $44,060,000 Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Taxable Series 2024B, issued on June 12, 2024. 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 $33,839,026.00 $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 41 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 2024C 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 16,168,104.00 4,031,706.20 20,199,810.20 2035 16,823,104.00 3,368,349.20 20,191,453.20 2036 17,523,104.00 2,675,103.50 20,198,207.50 2037 18,583,104.00 1,950,388.70 20,533,492.70 2038 19,748,104.00 1,173,820.20 20,921,924.20 2039 12,568,104.00 357,460.30 12,925,564.30 2040 2,633,104.00 55,965.00 2,689,069.00 2041 3 269 190.62 18 819.00 3 288 009.62 Total $379,939,441.43 $98.933,297.05 $478 872,738.49 Source: City of Miami, Finance Department. Note: The table above does not include debt service on the City of Miami, Florida $241,220,000 Special Obligation Non -Ad Valorem Revenue Bonds (New Administrative Building), Series 2023A, and $30,175,000 Taxable Special Obligation Non -Ad Valorem Revenue Bonds, Series 2023B, issued on November 20, 2023, and does not include debt service on the City of Miami, Florida $135,460,000 Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Tax -Exempt Series 2024A, and $44,060,000 Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Taxable Series 2024B. The aggregate maximum annual debt service on such Series 2023 Bonds is $18,279,073, and the aggregate maximum annual debt service on such Series 2024 Bonds is $12,923,700. 42 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 a 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 Re es Over (Under) 61,152,017 Expenditures 71,517,682 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 $187,463,551 $199,945,373 $196,566,459 $157,513,105 $188,241,630 Fund Balance — End of Fiscal Year $199,945,372 $196,566,459 $157,513,105 $188,241,630 $215,996,404 Source: City of Miami, Finance Department. 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- 43 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 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. 44 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. 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. 45 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 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 46 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 2024C Bonds and their negotiated sale to the Underwriters on [February 22, 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 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. i ■ 1 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 47 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 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/Departments/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 48 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 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 49 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 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. 50 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 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. 51 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 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 fin 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 52 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 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 2024C 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. Cybersecurity 1-i I,\I \ 1 1 The City, like many other governmental entities, relies on a technology environment to conduct its operations. As such, it may face multiple cybersecurity threats including but not limited to, hacking, viruses, malware and other attacks on computer or other sensitive digital systems and networks. There can be no assurance that any security and operational control measures implemented by the City will be completely successful to guard against and prevent cyber threats and attacks. The result of any such attack could impact operations or digital networks and the costs of remedying any such damage could be significant. In partnership with the Cybersecurity and Infrastructure Security Agency, the City conducts training and cybersecurity awareness programs to educate and bring cybersecurity awareness to employees and the public. The City is committed to implementing industry standard cybersecurity frameworks and best practices as outlined by the National Institute of Standards and Technology (MIST). The Florida Legislature passed HB 7055 and HB 7057 in its 2022 legislative session, both of which went into effect on July 1, 2022. HB 7055, among other things, requires annual cybersecurity awareness training programs for certain agency officials and employees. HB 7057, among other things, created public records and public meetings exemptions making certain cybersecurity insurance information, critical infrastructure information, cybersecurity incident information, and certain cybersecurity-related information held by an agency confidential and exempt from s. 286.011 and s. 24(b), Art. I of the State Constitution, and s. 119.07(1) and s. 24(a), Art. I of the State Constitution. 53 [Remainder of Page Intentionally Left Blank.] DRAFT 54 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. OUTSTANDING DESCRIPTION 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 20171 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 RefunlhAF ' 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. Note: On November 20, 2023, the City of Miami issued its $241,220,000 Special Obligation Non -Ad Valorem Revenue Bonds (New Administrative Building), Series 2023A, and its $30,175,000 Taxable Special Obligation Non -Ad Valorem Revenue Bonds, Series 2023B. Also, on June 12, 2024, the City of Miami issued its $135,460,000 Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Tax -Exempt Series 2024A, and $44,060,000 Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Taxable Series 2024B. No principal has been due and payable or repaid. 55 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. Note: The table above does not include debt service on the City of Miami, Florida $241,220,000 Special Obligation Non -Ad Valorem Revenue Bonds (New Administrative Building), Series 2023A, and the $30,175,000 Taxable Special Obligation Non -Ad Valorem Revenue Bonds, Series 2023B, issued on November 20, 2023, and does not include debt service on the City of Miami, Florida $135,460,000 Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Tax -Exempt Series 2024A, and $44,060,000 Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Taxable Series 2024B. The aggregate maximum annual debt service on such Series 2023 Bonds is $18,279,073, and the aggregate maximum annual debt service on such Series 2024 Bonds is $12,923,700. LEGISLATIVE AND CONSTITUTIONAL INITIATIVES CONCERNING AD VALOREM TAXES 1 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. 56 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 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. 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 57 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. 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 58 $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 aged 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, 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 59 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 to seek voter approval at a general election prior to levying certain optional local taxes to be held at a general election. The bill, which took effect on October 1, 2022, applies to the following local option taxes: tourist development taxes; tourist impact taxes; ad valorem taxes levied by a children's services independent special district; county, municipal and school district voted millage increase and local option fuel taxes. 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 2024C 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 60 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 2024C 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 2024C Bonds at the time of their delivery. The actual legal opinion to be delivered may vary from that text if necessary to reflect facts and law on the date of delivery. The opinion will speak only as of its date and subsequent distribution thereof by recirculation of the Official Statement or otherwise shall 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 2024C Bonds that may be prepared or made available by the City, the Underwriters or others to the holders of the Series 2024C 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 2024C 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 2024C 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 61 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 Mexicana, Little Havana Arts Building, LLC, and La 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 2024C 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 Plaintiff 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 2024C 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 62 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 defaulted on the payment of principal or interest with respect to obligations issued by the City after December 31, 1975. TAX MATTERS Series 2024C Bonds In the opinion of Butler Snow LLP, Bond Counsel, under existing laws, regulations, published rulings, and judicial decisions, interest on the Series 2024C Bonds (including any original issue discount properly allocable to the owner of a Series 2024C 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 2024C Bonds. Failure to comply with such requirements could cause interest on the Series 2024C Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Series 2024C 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 2024C Bonds. The accrual or receipt of interest on the Series 2024C Bonds may otherwise affect the federal income tax liability of the owners of the Series 2024C 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 2024C 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 2024C Bonds. 63 Original Issue Discount The Series 2024C 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. 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 2024C 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 64 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. Backup Withholding Backup withholding may be imposed on payments to any owner of the Series 2024C 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 2024C 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 2024C 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 2024C 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 2024C 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 2024C Bonds or the market value thereof would be impacted thereby. Purchasers of the Series 2024C 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 2024C 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 2024C Bonds subsequent to the occurrence of an Event of Default under the Bond Resolution. Prospective purchasers of the Series 2024C Bonds are advised to consult their own tax advisors prior to any purchase of the Series 2024CBonds as to the impact of the Code upon their acquisition, holding or disposition of the Series 2024C Bonds. 65 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 2024C Bonds. The ratings reflect only the views of said rating agencies and an explanation of the ratings may be obtained only from said rating agencies. There is no assurance that such ratings will continue for any given period of time or that they will not be lowered or withdrawn entirely by the rating agencies, or any of them, if in their judgment, circumstances so warrant. A downward change in or withdrawal of any of such ratings, may have an adverse effect on the market price of the Series 2024C 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 2024C 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 2024C 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 2024C Bonds from the City at an aggregate purchase price of $ (which is calculated as the principal amount of the Series 2024C 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 2024C Bonds). 66 The Underwriters' obligations are subject to certain conditions precedent described in the Bond Purchase Agreement dated July [ 1, 2024, entered into between the City and the Underwriters, and they will be obligated to purchase all of the Series 2024C Bonds if any Series 2024C Bonds are purchased. The Series 2024C Bonds may be offered and sold to certain dealers (including dealers depositing such Series 2024C Bonds into investment trusts) at prices lower than such public offering prices, and such public offering prices may be changed, from time to time, by the Underwriters. 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 2024C 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 2024C Bonds. Payment of the fees of such professionals and an underwriting discount to the Underwriters are each contingent upon the issuance of the Series 2024C Bonds. ENFORCEABILITY OF REMEDIES The remedies available to the owners of the Series 2024C 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 2024C Bonds may not be readily available or may be limited. For example, the Series 2024C Bonds may be treated as unsecured obligations of the City under Chapter 9 of the federal bankruptcy code and the ability 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 67 opinions to be delivered concurrently with the delivery of the Series 2024C 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 2024C Bonds to provide certain financial information and operating data relating to the City and the Series 2024C 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 2024C 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 2024C 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 2024C 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 2024C 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 2024C Bonds, no party other than the City is obligated to provide, nor is expected to provide, any continuing disclosure information. 111 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 reference to each such document for full and complete statements of all matters of fact relating to the Series 2024C Bonds, the security for the payment of the Series 2024C Bonds and the rights and obligations of the owners thereof and to each such statute, report or instrument. 68 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 2024C Bonds. 69 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 2024C 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 2024C 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: 1 Larry Spring, Chief Financial Officer ilVt I 70 APPENDIX A GENERAL INFORMATION REGARDING THE CITY OF MIAMI AND MIAMI-DADE COUNTY DRAFT DRAFT APPENDIX B THE MASTER RESOLUTION AND THE SERIES RESOLUTION DRAFT DRAFT APPENDIX C ANNUAL COMPREHENSIVE FINANCIAL REPORT OF THE CITY OF MIAMI FOR FISCAL YEAR ENDED SEPTEMBER 30, 2023 DRAFT DRAFT APPENDIX D FORM OF BOND COUNSEL OPINION DRAFT DRAFT APPENDIX E FORM OF CONTINUING DISCLOSURE AGREEMENT DRAFT