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HomeMy WebLinkAboutResolution 2026-34241RESOLUTION NO. 2026-34241 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA AUTHORIZING ISSUANCE OF NOT TO EXCEED $160,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH, FLORIDA RESORT TAX REVENUE REFUNDING BONDS, SERIES 2026, FOR THE PURPOSE OF REFUNDING ALL OR A PORTION OF THE OUTSTANDING SERIES 2015 BONDS, AND PAYING COSTS OF ISSUANCE AND REFUNDING, PURSUANT TO SECTION 304(H) OF RESOLUTION NO. 2015-29175 ADOPTED BY THE COMMISSION ON OCTOBER 14, 2015; PROVIDING THAT SAID SERIES 2026 BONDS AND INTEREST THEREON SHALL BE PAYABLE SOLELY FROM PLEDGED FUNDS; PROVIDING CERTAIN DETAILS OF THE SERIES 2026 BONDS; DELEGATING OTHER DETAILS AND MATTERS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2026 BONDS AND THE REFUNDING OF THE SERIES 2015 BONDS TO BE REFUNDED TO THE CITY MANAGER, INCLUDING WHETHER TO SECURE A CREDIT FACILITY, WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN; AUTHORIZING A BOOK -ENTRY REGISTRATION SYSTEM FOR THE SERIES 2026 BONDS; AUTHORIZING THE NEGOTIATED SALE AND AWARD OF THE SERIES 2026 BONDS TO THE UNDERWRITERS WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT; APPROVING THE FORM OF AND DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE OFFICIAL STATEMENT; PROVIDING FOR THE APPLICATION OF THE PROCEEDS OF THE SERIES 2026 BONDS AND CREATING CERTAIN FUNDS AND SUBACCOUNTS; AUTHORIZING THE REFUNDING AND REDEMPTION OF THE SERIES 2015 BONDS TO BE REFUNDED; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 2026 BONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12 AND AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT WITH RESPECT THERETO AND APPOINTING A DISCLOSURE DISSEMINATION AGENT; APPOINTING A PAYING AGENT AND REGISTRAR FOR THE SERIES 2026 BONDS; AUTHORIZING OFFICERS AND EMPLOYEES OF THE CITY TO TAKE ALL NECESSARY ACTIONS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2026 BONDS AND THE REFUNDING OF THE SERIES 2015 BONDS TO BE REFUNDED AND OTHER RELATED MATTERS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Miami Beach, Florida (the "City") has heretofore issued its $194,920,000 aggregate principal amount of City of Miami Beach, Florida Resort Tax Revenue Bonds, Series 2015, of which $156,545,000 are currently Outstanding (as defined in the Original Resolution described below) (the "Outstanding Series 2015 Bonds"), pursuant to Resolution No. 2015-29175, adopted by the Mayor and City Commission of the City (the "Commission") on October 14, 2015 (the "Original Resolution" and as amended and supplemented from time to time, the "Bond Resolution"), for the purposes set forth in the Original Resolution; and WHEREAS, the City has determined that as a result of the current low interest rate environment it is financially beneficial to authorize the refunding of all or a portion of the Outstanding Series 2015 Bonds, as shall be determined by the City Manager (as defined in the Original Resolution) in accordance with the provisions of this resolution (the "Series 2026 Series Resolution") (the Outstanding Series 2015 Bonds so determined to be refunded are referred to herein as the "Series 2015 Bonds to be Refunded"); and WHEREAS, Section 304(H) of the Original Resolution provides for the issuance of Additional Bonds, which Additional Bonds may be issued as refunding Bonds for the purpose of refunding Bonds Outstanding under the Bond Resolution, upon meeting the conditions contained in said Section 304(H) (as all such terms are defined in the Original Resolution); and WHEREAS, the City has determined that it is desirable to issue refunding Bonds (the "Series 2026 Bonds") pursuant to the provisions of Section 304(H) of the Original Resolution and this Series 2026 Series Resolution for the purpose of providing funds, together with any other available funds, to refund the Series 2015 Bonds to be Refunded and pay the costs of such issuance and refunding; and WHEREAS, the Commission has determined that it is in the best interest of the City to delegate to the City Manager, who shall rely upon the recommendations of the Chief Financial Officer (hereinafter defined) and PFM Financial Advisors LLC, the City's financial advisor (the "Financial Advisor"), the determination of various terms of the Series 2026 Bonds and their sale, the determination of the Outstanding Series 2015 Bonds which will constitute the Series 2015 Bonds to be Refunded, the determination of which Series 2015 Bonds to be Refunded will be redeemed prior to maturity, whether to secure a Credit Facility with respect to the Series 2026 Bonds, and other actions in connection with the issuance of the Series 2026 Bonds and the refunding of the Series 2015 Bonds to be Refunded, all as provided and subject to the limitations contained herein; and WHEREAS, the City has determined that due to the amount of time that has elapsed since the issuance of the Series 2015 Bonds to be Refunded, the character of, and security for, the Series 2026 Bonds and the ability to target a broader investor base, as more particularly described in the recommendations of the Financial Advisor, it is in the best interest of the City to authorize the negotiated sale of the Series 2026 Bonds; and WHEREAS, the Commission has found and determined that the issuance of the Series 2026 Bonds and the refunding of the Series 2015 Bonds to be Refunded will serve a valid public purpose; NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA: SECTION 1. The above recitals are incorporated herein as findings. This Series 2026 Series Resolution supplements the Original Resolution. All terms used in capitalized form herein and not defined shall have the meanings set forth in the Bond Resolution. SECTION 2. Additional Bonds of the City are authorized to be issued pursuant to Section 304(H) of the Original Resolution and the authority granted to the City by the Act. The Series 2026 Bonds shall be issued in an aggregate principal amount not to exceed $160,000,000, shall be designated "City of Miami Beach, Florida Resort Tax Revenue Refunding Bonds, Series 2026", and shall be issued for the purpose of providing funds, together with any other available funds, to refund the Series 2015 Bonds to be Refunded and pay the costs of such issuance and refunding. The Series 2026 Bonds will not be secured by the Debt Service Reserve Account. The Series 2026 Bonds shall be issued in fully registered form, shall be in the denominations of $5,000 or any integral multiple thereof, shall be issued in such aggregate 2 principal amount, shall be dated and issued at such time, shall be in the form of Serial Bonds and/or Term Bonds, shall have such Interest Payment Dates, shall bear interest at such rates, but not to exceed the maximum rate permitted by law, shall be stated to mature, but not later than September 1, 2045, as to any Term Bonds, shall have Amortization Requirements payable in such amounts and on such dates, and shall be subject to redemption prior to maturity, all as shall be determined by the City Manager, after consultation with the Chief Financial Officer and the Financial Advisor, and specified in a certificate of the Mayor dated on or prior to the date of initial issuance of the Series 2026 Bonds (the "Series 2026 Mayor's Certificate"). Term Bonds, if any, will be callable at par with accrued interest, without premium, each year in amounts equal to the respective Amortization Requirements therefor. If the City Manager determines, in reliance upon the recommendations of the Chief Financial Officer and the Financial Advisor, that there is an economic benefit to the City to secure and pay for a Credit Facility with respect to all or a portion of the Series 2026 Bonds, the City Manager is authorized to secure a Credit Facility with respect to all or a portion of the Series 2026 Bonds. The City Manager is authorized to provide for the payment of any premiums for such Credit Facility from the proceeds of the Series 2026 Bonds. The Mayor is authorized, after consultation with the City Attorney, to enter into, execute and deliver such agreements as may be necessary to secure such Credit Facility, the execution and delivery by the Mayor of any such agreements for and on behalf of the City to be conclusive evidence of the City's approval of securing such Credit Facility and of such agreements. Any agreements with any providers of such Credit Facility shall supplement and be in addition to the provisions of the Bond Resolution. The Series 2026 Bonds shall be payable, with respect to interest, principal and redemption premium, if any, in any coin or currency of the United States of America that is legal tender at the time of such payment. The principal of and redemption premium, if any, on the Series 2026 Bonds shall be payable upon presentation and surrender at the designated office of the Paying Agent. The Series 2026 Bonds shall bear interest from their date as set forth therein, with interest on the Series 2026 Bonds being paid by check or draft drawn upon the Paying Agent and mailed to the registered owners of the Series 2026 Bonds on each Interest Payment Date at the addresses of such registered owners as they appear on the registration books maintained by the Registrar at the close of business on the 15th day (whether or not a business day) of the calendar month next preceding the Interest Payment Date (the "Regular Record Date"), irrespective of any transfer or exchange of such Series 2026 Bonds subsequent to such Regular Record Date and prior to such Interest Payment Date, unless the City shall be in default in payment of interest due on such Interest Payment Date; provided, however, that (i) if ownership of Series 2026 Bonds is maintained in a book -entry only system by a securities depository, such payment may be made by automatic funds transfer to the securities depository or its nominee or (ii) if such Series 2026 Bonds are not maintained in a book -entry only system by a securities depository, upon written request of the holder of $1,000,000 or more in principal amount of Series 2026 Bonds, such payments may be made by wire transfer to the bank and bank account specified in writing by such holder (such bank being a bank within the continental United States), if such holder has advanced to the Paying Agent the amount necessary to pay the cost of such wire transfer or authorized the Paying Agent to deduct the cost of such wire transfer from the payment due to such holder. In the event of any default in the payment of interest, such defaulted interest shall be payable to the persons in whose names such Series 2026 Bonds are registered at the close of business on a special record date for the payment of such defaulted interest as established in accordance with the Original Resolution. Interest on the Series 2026 Bonds shall be calculated on the basis of a 360 day year consisting of twelve 30-day months. SECTION 3. In accordance with the provisions of the Bond Resolution, the Series 2026 Bonds shall be limited obligations of the City payable solely from the Pledged Funds which are pledged to the payment thereof in the manner, to the extent and with the priority of application 3 provided in the Bond Resolution, and nothing shall be construed as obligating the City to pay the principal, interest and premium, if any, thereon except from the Pledged Funds or as pledging the full faith and credit of the City or as obligating the City, directly or indirectly or contingently, to levy or pledge any form of taxation whatever therefor. SECTION 4. It is hereby found and determined that due to the character of the Series 2026 Bonds, prevailing market conditions, the uncertainty inherent in a competitive bidding process and the recommendations of the Financial Advisor, the negotiated sale of the Series 2026 Bonds is in the best interest of the City. The negotiated sale of the Series 2026 Bonds to Morgan Stanley & Co. LLC (the "Senior Managing Underwriter") on behalf of itself and Jefferies LLC and Stifel, Nicolaus & Company, Incorporated (collectively with the Senior Managing Underwriter, the "Underwriters") is hereby authorized at a purchase price (not including original issue premium or original issue discount) of not less than 98% of the aggregate principal amount of the Series 2026 Bonds (the "Minimum Purchase Price") and at a true interest cost rate ("TIC") which will result in total present value debt service savings on the Series 2015 Bonds to be Refunded of not less than 3.00% (the "Minimum PVS"). The City Manager, after consultation with the Chief Financial Officer and the Financial Advisor, is hereby authorized to award the Series 2026 Bonds to the Underwriters at a purchase price of not less than the Minimum Purchase Price and at a TIC which results in total present value debt service savings on the Series 2015 Bonds to be Refunded of not less than the Minimum PVS. The execution and delivery of the Series 2026 Bond Purchase Agreement (as hereinafter defined) for and on behalf of the City by the Mayor shall be conclusive evidence of the City's acceptance of the Underwriters' proposal to purchase the Series 2026 Bonds. SECTION 5. Upon compliance with the requirements of Section 218.385, Florida Statutes, as amended, by the Underwriters, the Mayor is hereby authorized to execute and deliver a Bond Purchase Agreement for the Series 2026 Bonds (the "Series 2026 Bond Purchase Agreement") for and on behalf of the City, in substantially the form presented at the meeting at which this Series 2026 Series Resolution was considered, subject to such changes, modifications, insertions and omissions and such filling -in of blanks therein as may be determined and approved by the City Manager, after consultation with the Chief Financial Officer, the City Attorney and the Financial Advisor. The execution of the Series 2026 Bond Purchase Agreement for and on behalf of the City by the Mayor shall be conclusive evidence of the City's approval of the Series 2026 Bond Purchase Agreement. SECTION 6. The Series 2026 Bonds shall be executed in the form, including such changes as may be necessary to reflect the terms of the Series 2026 Bonds, and in the manner provided in the Bond Resolution. The Registrar is hereby authorized and directed to authenticate the Series 2026 Bonds and to deliver the Series 2026 Bonds to or upon the order of the Underwriters upon payment of the purchase price, as shall be set forth in the Series 2026 Bond Purchase Agreement, and satisfaction of the conditions contained in Section 304(H) of the Original Resolution. SECTION 7. The proposed Preliminary Official Statement (the "Series 2026 Preliminary Official Statement") and Official Statement (the "Series 2026 Official Statement") in connection with the issuance of the Series 2026 Bonds are hereby approved in substantially the form of the Series 2026 Preliminary Official Statement presented at the meeting at which this Series 2026 Series Resolution was considered, subject to such changes, modifications, insertions and omissions and such filling -in of blanks therein as may be determined and approved by the City Manager, after consultation with the Chief Financial Officer and the City Attorney. The execution of the Series 2026 Official Statement, for and on behalf of the City by the Mayor and the City Manager, shall be conclusive evidence of the City's approval of the Series 2026 Preliminary Official Statement and the Series 2026 Official Statement. The distribution of said Series 2026 51 Preliminary Official Statement and Series 2026 Official Statement in connection with the marketing of the Series 2026 Bonds and the execution and delivery of the Series 2026 Official Statement by the Mayor and the City Manager are hereby authorized. The Mayor or his designee, after consultation with the Chief Financial Officer and the City Attorney, is hereby authorized to make any necessary certifications to the Underwriters regarding a near final or deemed final Series 2026 Preliminary Official Statement or Series 2026 Official Statement, if and to the extent required by Rule 15c2-12 of the United States Securities and Exchange Commission (the "Rule"). SECTION 8. The proceeds of the Series 2026 Bonds and, to the extent determined by the Chief Financial Officer, amounts on deposit in the Sinking Fund Account allocable to the Series 2015 Bonds to be Refunded and other available moneys of the City, if any, shall be applied in accordance with Sections 303(b) and 304(H) of the Original Resolution all as specified in a certificate of the Chief Financial Officer determined concurrently with the issuance of the Series 2026 Bonds. With respect to the Series 2026 Bonds, there is hereby created a separate account designated as the "Series 2026 Cost of Issuance Account" for the deposit of proceeds of the Series 2026 Bonds and any other available moneys of the City to be applied to the payment of the costs of issuance and refunding. SECTION 9. The Series 2026 Bonds are hereby authorized to be issued initially in book - entry form and registered in the name of The Depository Trust Company ("DTC"), or its nominee which will act as securities depository for the Series 2026 Bonds. The City Manager is hereby authorized and directed to execute any necessary letters of representations with DTC and, notwithstanding the provisions of the Bond Resolution, to do all other things, comply with all requirements and execute all other such documents as are incidental to such book -entry system. In the event a book -entry system for the Series 2026 Bonds ceases to be in effect, the Series 2026 Bonds shall be issued in fully registered form without coupons. SECTION 10. The refunding and redemption of the Series 2015 Bonds to be Refunded, including, but not limited to, the giving notice thereof, is hereby authorized and approved. The City Manager, after consultation with the Chief Financial Officer and the Financial Advisor, is hereby authorized to determine (i) the Outstanding Series 2015 Bonds which will constitute the Series 2015 Bonds to be Refunded, (ii) the Series 2015 Bonds to be Refunded which will be redeemed prior to maturity, and (iii) the date of redemption of the Series 2015 Bonds to be Refunded, all as shall be set forth in the Series 2026 Mayor's Certificate. SECTION 11. For the benefit of the holders and beneficial owners from time to time of the Series 2026 Bonds, the City agrees, in accordance with and as the only obligated person with respect to the Series 2026 Bonds under the Rule, to provide or cause to be provided certain financial information and operating data, financial statements and notices, in such manner, as may be required for purposes of paragraph (b)(5) of the Rule. In order to describe and specify certain terms of the City's continuing disclosure agreement, including provisions for enforcement, amendment and termination, the Chief Financial Officer is hereby authorized and directed to enter into, execute and deliver, in the name and on behalf of the City, a Disclosure Dissemination Agent Agreement (the "Series 2026 Continuing Disclosure Agreement") with Digital Assurance Certification LLC, which is hereby appointed as disclosure dissemination agent with respect to the Series 2026 Bonds, in substantially the form presented at the meeting at which this Series 2026 Series Resolution was considered, subject to such changes, modifications, insertions, omissions and such filling -in of blanks therein as may be determined and approved by the Chief Financial Officer, after consultation with the City Attorney. The execution of the Series 2026 Continuing Disclosure Agreement, for and on behalf of the City by the Chief Financial Officer, shall be deemed conclusive evidence of the City's approval of the Series 2026 Continuing 5 Disclosure Agreement. Notwithstanding any other provisions of the Bond Resolution, including this Series 2026 Series Resolution, any failure by the City to comply with any provisions of the Series 2026 Continuing Disclosure Agreement shall not constitute a default under the Bond Resolution and the remedies therefor shall be solely as provided in the Series 2026 Continuing Disclosure Agreement. The Chief Financial Officer is further authorized and directed to establish, or cause to be established, procedures in order to ensure compliance by the City with the Series 2026 Continuing Disclosure Agreement, including the timely provision of information and notices. Prior to making any filing in accordance with such agreement, the Chief Financial Officer may consult with, as appropriate, the City Attorney or the City's bond counsel or disclosure counsel. The Chief Financial Officer, acting in the name and on behalf of the City, shall be entitled to rely upon any legal advice provided by the City Attorney or the City's bond counsel or disclosure counsel in determining whether a filing should be made. SECTION 12. The appointment of U.S. Bank Trust Company, National Association, as Paying Agent and Registrar for the Series 2026 Bonds is hereby confirmed. SECTION 13. The officers, agents and employees of the City, the Paying Agent and the Registrar are hereby authorized and directed to do all acts and things required of them by the provisions of the Series 2026 Bonds, the Bond Resolution, the Series 2026 Bond Purchase Agreement, the Series 2026 Continuing Disclosure Agreement and this Series 2026 Series Resolution, for the full, punctual and complete performance of all the terms, covenants, provisions and agreements of the Series 2026 Bonds, the Bond Resolution, the Series 2026 Bond Purchase Agreement, the Series 2026 Continuing Disclosure Agreement and this Series 2026 Series Resolution. SECTION 14. Nothing in this Series 2026 Series Resolution expressed or implied is intended or shall be construed to confer upon, or to give or grant to, any person or entity, other than the City, the Paying Agent, the Registrar and the registered owners of the Series 2026 Bonds, any right, remedy or claim under or by reason of this or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Series 2026 Series Resolution contained shall be for the sole and exclusive benefit of the City, the Paying Agent, the Registrar and the registered owners of the Series 2026 Bonds, as applicable. SECTION 15. This Series 2026 Series Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this ,Z2 day of gpril 2026. ATTEST: ,--A APR 2 8 2026 Rafael E. Granado, City Clerk Steven Meiner, Mayor APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION -ffD- *-J(oLzv-4, Attorney Date n Resolutions - R7 R MIAMI BEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Eric Carpenter, City Manager DATE: April 22, 2026 TITLE: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING ISSUANCE OF NOT TO EXCEED $160,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH, FLORIDA RESORT TAX REVENUE REFUNDING BONDS, SERIES 2026, FOR THE PURPOSE OF REFUNDING ALL OR A PORTION OF THE OUTSTANDING SERIES 2015 BONDS, AND PAYING COSTS OF ISSUANCE AND REFUNDING. PURSUANT TO SECTION 304(H) OF RESOLUTION NO. 2015-29175 ADOPTED BY THE COMMISSION ON OCTOBER 14, 2015; PROVIDING THAT SAID SERIES 2026 BONDS AND INTEREST THEREON SHALL BE PAYABLE SOLELY FROM PLEDGED FUNDS; PROVIDING CERTAIN DETAILS OF THE SERIES 2026 BONDS; DELEGATING OTHER DETAILS AND MATTERS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2026 BONDS AND THE REFUNDING OF THE SERIES 2015 BONDS TO BE REFUNDED TO THE CITY MANAGER, INCLUDING WHETHER TO SECURE A CREDIT FACILITY, WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN; AUTHORIZING A BOOK -ENTRY REGISTRATION SYSTEM FOR THE SERIES 2026 BONDS: AUTHORIZING THE NEGOTIATED SALE AND AWARD OF THE SERIES 2026 BONDS TO THE UNDERWRITERS WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT; APPROVING THE FORM OF AND DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE OFFICIAL STATEMENT; PROVIDING FOR THE APPLICATION OF THE PROCEEDS OF THE SERIES 2026 BONDS AND CREATING CERTAIN FUNDS AND SUBACCOUNTS; AUTHORIZING THE REFUNDING AND REDEMPTION OF THE SERIES 2015 BONDS TO BE REFUNDED; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 2026 BONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION RULE 15C2-12 AND AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT WITH RESPECT THERETO AND APPOINTING A DISCLOSURE DISSEMINATION AGENT, APPOINTING A PAYING AGENT AND REGISTRAR FOR THE SERIES 2026 BONDS: AUTHORIZING OFFICERS AND EMPLOYEES OF THE CITY TO TAKE ALL NECESSARY ACTIONS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2026 BONDS AND THE REFUNDING OF THE SERIES 2015 BONDS TO BE REFUNDED AND OTHER RELATED MATTERS; AND PROVIDING FOR AN EFFECTIVE DATE. RECOMMENDATION Approve the resolution (the "Series Resolution") to allow for the issuance by the City of Miami Beach, Florida (the "City") of its Resort Tax Revenue Refunding Bonds, Series 2026 ("Series 2026 Refunding Bonds") in an amount not to exceed $160,000,000. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Series Resolution. 1428 of 2461 BACKGROUND/HISTORY City staff including its Chief Financial Officer, in conjunction with the City's Financial Advisor, PFM Financial Advisors LLC (the "Financial Advisor"), has identified a refinancing opportunity to achieve debt service savings. A debt refunding opportunity is a chance to replace existing debt obligations with new ones that offer cost savings and improved financial conditions for the City. On December 17, 2025, the City Commission of the City approved a referral to the Finance and Economic Resiliency Committee ("FERC") to review the potential refunding of the City's outstanding Resort Tax Revenue Bonds, Series 2015. The City's Chief Financial Officer and Financial Advisor presented the opportunity, which was discussed by the FERC on February 20, 2026, and the FERC recommended that Administration move forward with the refunding. At the March 18, 2026 Commission meeting, the City Commission approved the selection of the underwriters for the Series 2026 Refunding Bonds. ANALYSIS On December 15, 2015, the City issued its $194,920,000 principal amount of Resort Tax Revenue Bonds, Series 2015 (the "Series 2015 Bonds") for the purpose of providing funds to finance a portion of the costs of acquiring and constructing renovations to the Convention Center and related improvements and pay the costs of issuing the Series 2015 Bonds. The Series 2015 Bonds are solely payable from and secured by a pledge of and first lien on the Pledged Funds derived by the City from Resort Tax Revenues and all moneys, securities and instruments held in the funds and accounts created under the Bond Resolution. The Series 2015 Bonds were issued with interest rates of 3.00% to 5.00% payable semiannually on March 1 and September 1. As of the end of FY 2025, the amount of outstanding Series 2015 Bonds is $156,545,000. A debt refunding opportunity is a chance to replace existing debt obligations with new ones that offer cost savings and improved financial conditions for the City. The City may be able to achieve savings through a tax-exempt refunding. The net present value savings is estimated at $13.3 million, which would be 8.53% of Series 2015 Bonds to be refunded. The total gross savings over 20 years would be approximately $18.6 million. The final maturity of the Series 2026 Refunding Bonds will not be later than 2045, which is the final maturity of the outstanding Series 2015 Bonds. The foregoing information is summarized in the table below: 1429 of 2461 Series Refunded: Par Amount of Bonds Refunded Net Present Value Savings ($): Net Present Value Savings Average Annual Gross Savings: 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2015 156,545,000 13,341,903 8.53% 930,599 236,839 969,350 964,500 967,250 968,750 969,000 968,000 965,750 967,250 967,250 965,750 967,750 968,000 966,500 968,250 968,000 969,000 964,600 965,050 965,150 Total $ 18,611,989 Estimates based on current market conditions. Due to the amount of time that has elapsed since the issuance of the Series 2015 Bonds, the character of, and security for, the Series 2026 Refunding Bonds and the ability to target a broader investor base, the recommendation of the Financial Advisor was that a negotiated sale of the Series 2026 Refunding Bonds is in the best interest of the City. The Resolution for the issuance of the Series 2026 Refunding Bonds will delegate to the City Manager, relying upon the recommendation of the Chief Financial Officer and the Financial Advisor, certain matters, including the determination of various terms of the Series 2026 Refunding Bonds, and their sale and the refunding of the Series 2015 Bonds, and all other actions necessary or desirable in connection with the issuance of the Series 2026 Refunding Bonds. U.S. Bank Trust Company, National Association, is being appointed as Paying Agent and Registrar for the Series 2026 Refunding Bonds. The officers, agents and employees of the City, the Bond Registrar and DAC are hereby authorized and directed to do all acts and things and execute and deliver all documents, agreements and certificates required of them by the provisions of the Series 2026 Refunding Bonds, the Bond Resolution, the Series 2026 Refunding Bond Purchase Agreement, the Series 2026 Continuing Disclosure Agreement and the Series Resolution, for the full, punctual and complete performance of all the terms, covenants, provisions and agreements of the Series 2026 Refunding Bonds, the Bond Resolution, the Series 2026 Refunding Bond Purchase Agreement, the Series 2026 Continuing Disclosure Agreement and the Series Resolution. The underwriters selected by the City for the Series 2026 Refunding Bonds are as follows: • Senior Manager: Morgan Stanley & Co. LLC 1430 of 2461 Co -Managers: Jefferies LLC and Stifel, Nicolaus & Company, Inc. The underwriters for the Series 2026 Refunding Bonds were also approved at the City Commission meeting on March 18, 2026. FISCAL IMPACT STATEMENT The City may be able to achieve savings through a tax-exempt refunding. The net present value savings is estimated at $13.3 million, which would be 8.53% of the Series 2015 Bonds to be refunded. The total savings over 20 years would be approximately $18.6 million. Does this Ordinance require a Business Impact Estimate? (FOR ORDINANCES ONLY) If applicable, the Business Impact Estimate (BIE) was published on: See BIE at: https•//www miamibeachfl gov/city-hall/city-clerk/meeting-notices/ FINANCIAL INFORMATION CONCLUSION The Administration recommends that the Mayor and City Commission of the City approve the Series Resolution to allow for the issuance of the City's not to exceed $160,000,000 Resort Tax Revenue Refunding Bonds, Series 2026. Applicable Area Citywide Is this a "Residents Right to Know" item, pursuant to City Code Section 2-17? (m Is this item related to a G.O. Bond Project? W Was this Agenda Item initially requested by a lobbyist which, as defined in Code Sec. 2-481, includes a principal engaged in lobbying? No If so, specify the name of lobbyist(s) and principal(s): Department Finance Sponsor(s) Co-sponsor(s) Condensed Title 1431 of 2461 Authorize Issuance of Resort Tax Revenue Refunding Bonds, Series 2026. FN Previous Action (For City Clerk Use Only) 1432 of 2461 SEB DRAFT - 04/06/26 PRELIMINARY OFFICIAL STATEMENT DATED MAY _, 2026 NEW ISSUE - Book -Entry Only Ratings: See "RATINGS" herein In the opinion of Squire Patton Boggs (US) LLP, Bond Counsel, under existing law, (i) assuming continuing compliance with certain covenants and the accuracy of certain representations, interest on the Series 2026 Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals, and (ii) the Series 2026 Bonds and the income thereon are exempt from taxation under the laws of the State of Florida, except estate taxes imposed by Chapter 198, Florida Statutes, as amended, and net income and franchise taxes imposed by Chapter 220, Florida Statutes, as amended. Interest on the Series 2026 Bonds may be subject to certain federal taxes imposed only on certain corporations. For a more complete discussion oj' the tax aspects relating to the Series 2026 Bonds, see "TAX MATTERS" herein. �`: �' AM I B E AC H CITY OF MIAMI BEACH, FLORIDA DNv 8V)d Resort Tax Revenue Refunding Bonds Series 2026 Dated: Date of Delivery Due: September 1, as shown on inside cover page The City of Miami Beach, Florida Resort Tax Revenue Refunding Bonds, Series 2026 (the "Series 2026 Bonds") will be issued by the City of Miami Beach, Florida (the "City") as fully registered bonds, without coupons, in denominations of $5,000 or any integral multiple thereof. When issued, the Series 2026 Bonds will be registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), which will act as securities depository for the Series 2026 Bonds. Purchasers will not receive certificates representing their ownership interests in the Series 2026 Bonds purchased. See "DESCRIPTION OF THE SERIES 2026 BONDS - Book -Entry Only System" herein. Interest on the Series 2026 Bonds will accrue from their date of delivery and will be payable on September 1, 2026 and semiannually on each March 1 and September 1 thereafter. U.S. Bank Trust Company, National Association, Jacksonville, Florida, will serve as the initial registrar and paying agent (the "Paying Agent") for the Series 2026 Bonds. While the Series 2026 Bonds are registered through the DTC book -entry only system, principal of and interest on the Series 2026 Bonds will be payable by the Paying Agent to DTC. The Series 2026 Bonds arc being issued for the purpose of providing funds, together with other legally available moneys, to (i) refund all* of the City of Miami Beach, Florida Resort Tax Revenue Bonds, Series 2015 (the "Series 2015 Bonds"), which are outstanding immediately prior to issuance of the Series 2026 Bonds in the aggregate principal amount of $156,545,000 (such Series 2015 to be refunded being hereinafter referred to as the "Refunded Bonds"); and (ii) pay costs related to the issuance of the Series 2026 Bonds and the refunding of the Refunded Bonds. See "INTRODUCTION' and "PLAN OF REFUNDING" herein. The Series 2026 Bonds are solely payable from and secured by a pledge of and first lien on the Pledged Funds derived by the City from (i) Resort Tax Revenues; and (ii) all moneys, securities and instruments held in the funds and accounts created under the Bond Resolution, except the Rebate Fund (as such terms are hereinafter defined), on a parity with any additional Bonds that may be issued under the Bond Resolution; provided, however, that no deposit to the Debt Service Reserve Account shall be made in connection with the issuance of the Series 2026 Bonds and the Series 2026 Bonds shall not be secured by, or entitled to any benefit from, amounts, Reserve Account Insurance Policies or 1433 of 2461 Reserve Account Letters of Credit that may be held in the Debt Service Reserve Account or any subaccount therein for the benefit of other Bonds that may be hereafter issued and Outstanding under the Original Resolution (as such terms are defined herein). [Upon issuance of the Series 2026 Bonds, there will be no other Bonds Outstanding under the Original Resolution] See "INTRODUCTION" and "SECURITY AND SOURCES OF PAYMENT" herein. The Series 2026 Bonds are subject to optional and mandatory sinking fund redemption prior to maturity as described in this Official Statement. See "DESCRIPTION OF THE SERIES 2026 BONDS - Redemption Provisions" herein. THE SERIES 2026 BONDS SHALL NOT BE AND SHALL NOT BE DEEMED TO CONSTITUTE A DEBT, LIABILITY OR OBLIGATION OF THE CITY, MIAMI-COUNTY, FLORIDA ("THE COUNTY"), THE STATE OF FLORIDA (THE "STATE") OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER PROVISIONS OR LIMITATIONS, OR A PLEDGE OF THE FAITH AND CREDIT OF THE CITY, THE COUNTY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, BUT SHALL BE PAYABLE SOLELY FROM THE PLEDGED FUNDS. NO HOLDER OR HOLDERS OF ANY SERIES 2026 BONDS SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE CITY, THE COUNTY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, OR TAXATION IN ANY FORM OF ANY REAL OR PERSONAL PROPERTY THEREIN, OR THE APPLICATION OF ANY FUNDS OF THE CITY, THE COUNTY, THE STATE OR ANY POLITICAL SUBDMSION THEREOF TO PAY THE SERIES 2026 BONDS OR THE INTEREST THEREON OR THE MAKING OF ANY SINKING FUND OR RESERVE PAYMENTS PROVIDED FOR IN THE BOND RESOLUTION, OTHER THAN THE PLEDGED FUNDS. THE SERIES 2026 BONDS AND THE OBLIGATIONS EVIDENCED THEREBY SHALL NOT CONSTITUTE A LIEN UPON ANY PROPERTY OF OR IN THE CITY, BUT SHALL CONSTITUTE A LIEN ONLY ON THE PLEDGED FUNDS, TO THE EXTENT, IN THE MANNER, AND WITH THE PRIORITY OF APPLICATION PROVIDED IN THE BOND RESOLUTION. Based on market conditions in existence at the time of pricing, the City will determine whether or not to purchase insurance on all of the Series 2026 Bonds, some of the Series 2026 Bonds or none of the Series 2026 Bonds. In the event the City deems it in its best interest to insure all or a portion of the Series 2026 Bonds, the scheduled payment of the principal of and interest on such insured Series 2026 Bonds when due will be guaranteed under a municipal bond insurance policy to be issued concurrently with the delivery of the insured Series 2026 Bonds by See "BOND INSURANCE OPTION" herein. (Insert Insurer Logo] This cover page contains certain information for quick reference only. It is not a summarN of this issue. Investors must read the entire Official Statement, including the Appendices, to obtain information essential to the making of an informed investment decision. The Series 2026 Bonds are offered when, as and ij' issued by the City, subject to the opinion on certain legal matters relating to their issuance of Squire Patton Boggs (US) LLP, Miami, Florida, Bond Counsel. Certain legal matters will be passed upon for the City by Ricardo J. Dopico, Esquire, Miami Beach, Florida, City Attorney, and certain legal matters relating to disclosure will be passed upon for the City by the Law Offices of Steve E. Bullock, P.A., Miami, Florida, Disclosure Counsel. Certain legal matters will be passed upon for the Underwriters by Bryant Miller Olive P.A., Miami, Florida, as Counsel to the Underwriters. PFM Financial Advisors LLC, Coral Gables, Florida, is serving as Financial Advisor 1434 of 2461 to the City in connection with the issuance of the Series 2026 Bonds. It is expected that the Series 2026 Bonds will he available for delivery through DTC on or about June 2026. Morgan Stanley Jefferies Stifel, Nicolaus & Company, Incorporated Dated: May_, 2026 * Preliminary, subject to change. Red herring: This Preliminaryv Official Statement and the information contained herein are subject to amendment and completion without notice. The Series 2026 Bonds ma►• not be sold and offers to bui• mai not be accepted prior to the time the Official Statement is delivered in final.form. Under no circumstances shall this Preliminary Official Statement constitute an gjfer to .cell or the solicitation of an offer to buv, nor shall there he am sale of the Series 2026 Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawfid prior to registration or qualification under the securities laws of am• such jurisdiction. 1435 of 2461 MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, PRICES, YIELDS AND INITIAL CUSIP NUMBERS*t $ Series 2026 Serial Bonds Due Principal Interest Initial (September 1) Amount Rate Price Yield CUSIP Number 2027 $ % % 593238 2028 593238 2029 593238 2030 593238 2031 593238 2032 593238 2033 593238 2034 593238 2035 593238 2036 593238 2037 593238 2038 593238 2039 593238 2040 593238 2041 593238 2042 593238 2043 593238 2044 593238 2045 593238 $ Series 2026 Term Bonds $ % Series 2026 Term Bond Due September 1, 20 — Price: / Yield: % Initial CUSIP Number: 593238 $ % Series 2026 Term Bond Due September 1, 20 — Price: / Yield: % Initial CUSIP Number: 593238 * Preliminary, subject to change. t CUSIPGX is a registered trademark of the American Bankers Association. CUSIP numbers have been assigned by an independent company not affiliated with the City or the Underwriters and are included solely for the convenience of the holders of the Series 2026 Bonds. Neither the City nor the Underwriters is responsible for the selection or uses of the CUSIP numbers assigned to the Series 2026 Bonds, and no representation is made as to their correctness on the Series 2026 Bonds or as indicated above. The CUSIP number for a specific maturity is subject to change after issuance of the Series 2026 Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of the Series 2026 Bonds. 1436 of 2461 CITY OF MIAMI BEACH, FLORIDA City Manager Eric T. Carpenter, P.E. Chief Financial Officer Jason D. Greene, CGFO, CFE, CPFIM MAYOR Steven Meiner, Esquire VICE MAYOR Laura Dominguez CITY COMMISSION Monica Matteo-Salinas, Commissioner Alex J. Fernandez, Commissioner Tanya K. Bhatt, Commissioner David Suarez, Commissioner Joseph Magazine, Commissioner ADMINISTRATION Assistant City Manager Maria Hernandez CONSULTANTS Bond Counsel Squire Patton Boggs (US) LLP Miami, Florida Disclosure Counsel Law Offices of Steve E. Bullock, P.A. Miami, Florida City Attorney Ricardo J. Dopico, Esquire City Clerk Rafael E. Granado, Esquire Financial Advisor PFM Financial Advisors LLC Coral Gables, Florida Independent Auditor RSM US LLP Miami, Florida 1437 of 2461 No dealer, broker, salesman or other person has been authorized by the City or the Underwriters to make any representations, other than those contained in this Official Statement, in connection with the offering contained herein, and if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2026 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information contained in this Official Statement has been obtained from public documents, records and other sources considered to be reliable and, while not guaranteed as to completeness or accuracy, is believed to be correct. Any statements in this Official Statement involving estimates, assumptions or opinions, whether or not so expressly stated, are intended as such and are not to be construed as representations of fact, and the Underwriters and the City expressly make no representation that such estimates, assumptions or opinions will be realized or fulfilled. Any information, estimates, assumptions or matters of opinion contained in this Official Statement are subject to change without notice, and neither the delivery of this Official Statement, nor any sale hereunder, shall, under any circumstances, create any implication that there has been no change in the affairs of the City since the date hereof. The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. The order and placement of materials in this Official Statement, including the Appendices, are not to be deemed a determination of relevance, materiality or importance, and this Official Statement, including the Appendices, must be considered in its entirety. The captions and headings in this Official Statement are for convenience only and in no way define, limit or describe the scope or intent, or affect the meaning or construction, of any provisions or sections in this Official Statement. The offering of the Series 2026 Bonds is made only by means of this entire Official Statement. References to website addresses presented in this Official Statement are for informational purposes only and may be in the form of a hyperlink solely for the reader's convenience. Unless specified otherwise, such websites and the information or links contained therein are not incorporated into, and are not part of this Official Statement. Certain statements included or incorporated by reference in this Official Statement constitute "forward -looking statements." Such statements generally are identifiable by the terminology used, such as "plan," "expect," "estimate," "project," "forecast," "budget" or other similar words. The achievement of certain results or other expectations contained in such forward -looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward -looking statements. The City does not plan to issue any updates or revisions to those forward -looking statements if or when its expectations or events, conditions or circumstances on which such statements are based occur. THE SERIES 2026 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, NOR HAS THE BOND RESOLUTION BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE EXEMPTION OF THE SERIES 2026 BONDS FROM REGISTRATION OR QUALIFICATION IN CERTAIN STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. IN MAKING AN INVESTMENT DECISION, 1438 of 2461 INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE CITY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL, STATE OR GOVERNMENTAL ENTITY OR AGENCY WILL HAVE PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT OR APPROVED OR RECOMMENDED THE SERIES 2026 BONDS FOR SALE. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. THE UNDERWRITERS MAY OFFER AND SELL THE SERIES 2026 BONDS TO CERTAIN DEALERS AND OTHERS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED ON THE INSIDE COVER PAGE OF THIS OFFICIAL STATEMENT, AND SUCH PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITERS. THIS OFFICIAL STATEMENT SHALL NOT CONSTITUTE A CONTRACT BETWEEN THE CITY OR THE UNDERWRITERS AND ANY ONE OR MORE HOLDERS OF THE SERIES 2026 BONDS. THIS OFFICIAL STATEMENT IS BEING PROVIDED TO PROSPECTIVE PURCHASERS EITHER IN BOUND PRINTED FORM ("ORIGINAL BOUND FORMAT") OR IN ELECTRONIC FORMAT ON THE WEBSITES: WWW.MUNIOS.COM AND WWW.EMMA.MSRB.ORG. THIS OFFICIAL STATEMENT MAY BE RELIED UPON ONLY IF IT IS IN ITS ORIGINAL BOUND FORMAT OR IF IT IS PRINTED IN FULL DIRECTLY FROM EITHER OF SUCH WEBSITES. (" " or the "Insurer") makes no representation regarding the Series 2026 Bonds or the advisability of investing in the Series 2026 Bonds. In addition, has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding , supplied by and presented under the heading `BOND INSURANCE OPTION' and "APPENDIX G - Specimen Municipal Bond Insurance Policy." THIS PRELIMINARY OFFICIAL STATEMENT IS IN A FORM DEEMED FINAL BY THE CITY FOR PURPOSES OF RULE 15C2-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT FOR CERTAIN INFORMATION PERMITTED TO BE OMITTED PURSUANT TO RULE 15C2-12(B)(1). 1439 of 2461 TABLE OF CONTENTS Page INTRODUCTION................................................................... 1 PLANOF REFUNDING............................................................. 3 ESTIMATED SOURCES AND USES OF FUNDS ......................................... 4 DESCRIPTION OF THE SERIES 2026 BONDS .......................................... 4 General......................................................................... 4 Redemption Provisions............................................................. 5 Book -Entry Only System............................................................ 7 Discontinuance of Book -Entry Only System ............................................. 9 SECURITY AND SOURCES OF PAYMENT ............................................ 10 PledgedFunds.................................................................... 10 Flowof Funds.................................................................... 11 Debt Service Reserve Account....................................................... 14 AdditionalBonds................................................................. 15 Other Obligations Secured by Pledged Funds ............................................ 16 Limited Obligations.............................................................. . 16 Modifications or Supplements to Bond Resolution ........................................ 16 BOND INSURANCE OPTION........................................................ 17 Bond Insurance Policy ................................................. I............. 17 TheInsurer...................................................................... 17 BOND INSURANCE RISK FACTORS .................................................. 18 DEBT SERVICE SCHEDULE......................................................... 19 THERESORT TAX................................................................. 19 General......................................................................... 19 Paymentof Resort Tax............................................................. 20 Penalties for Nonpayment........................................................... 21 Liens for Nonpayment.............................................................. 22 Exemptions from Resort Tax ......................................................... 22 Miami Beach Visitor and Convention Authority .......................................... 23 Summary Statement of Revenues and Expenditures ....................................... 23 Historical and Projected Debt Service Coverage .......................................... 26 Recent Developments.............................................................. 27 Future Developments.............................................................. 28 INVESTMENT CONSIDERATIONS................................................... 28 General......................................................................... 28 Infectious Disease Outbreak......................................................... 29 ClimateChange................................................................... 29 Cybersecurity..................................................................... 32 RISKFACTORS.................................................................... 34 General......................................................................... 34 Limited Obligation of City .......................................................... 34 Resort Tax Financing.............................................................. 35 THECITY......................................................................... 36 General......................................................................... 36 Organization..................................................................... 37 PENSION AND OTHER POST EMPLOYMENT BENEFITS ................................ 38 Defined Benefit Plans.............................................................. 38 Other Retirement and Compensation Plans .............................................. 47 1440 of 2461 Other Post Employment Benefits ..................................................... 49 TAXMATTERS.................................................................... 52 General......................................................................... 52 Risk of Future Legislative Changes and/or Court Decisions ................................. 53 Original Issue Discount and Original Issue Premium ...................................... 54 FINANCIAL STATEMENTS......................................................... 55 CONTINUING DISCLOSURE........................................................ 55 LITIGATION...................................................................... 56 LEGALMATTERS................................................................. 56 ENFORCEABILITY OF REMEDIES ................................................... 57 RATINGS......................................................................... 57 UNDERWRITING.................................................................. 57 FINANCIALADVISOR.............................................................. 58 CONTINGENTFEES................................................................ 59 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY LAWS .............................. 59 AUTHORIZATION CONCERNING OFFICIAL STATEMENT .............................. 59 MISCELLANEOUS................................................................. 59 APPENDICES APPENDIX A - General Information and Economic Data Regarding the City of Miami Beach, Florida and Miami -Dade County, Florida .............. A-1 APPENDIX B - Excerpts from Comprehensive Annual Financial Report of the City of Miami Beach, Florida for the Fiscal Year Ended September 30, 2025.......... B-1 APPENDIX C - The Bond Resolution ............................................... C-1 APPENDIX D - Proposed Form of Opinion of Bond Counsel ............................. D-1 APPENDIX E - Proposed Form of Opinion of Disclosure Counsel ......................... E-1 APPENDIX F - Form of Disclosure Dissemination Agent Agreement ...................... F-1 APPENDIX G - Specimen Municipal Bond Insurance Policy ............................. G-1 I\ 1441 of 2461 OFFICIAL STATEMENT relating to S CITY OF MIANII BEACH, FLORIDA Resort Tax Revenue Refunding Bonds Series 2026 INTRODUCTION The purpose of this Official Statement, including the cover page and all appendices, is to set forth certain information relating to the City of Miami Beach, Florida (the "City") and the sale by the City of its $ * aggregate principal amount of Resort Tax Revenue Refunding Bonds, Series 2026 (the "Series 2026 Bonds"). The Series 2026 Bonds are being issued pursuant to the Constitution and Laws of the State of Florida (the "State"), including Chapter 67-930, Laws of Florida, Acts of 1967, as amended, Chapter 166, Florida Statutes, as amended, the City of Miami Beach Charter, as amended (the "City Charter"), Chapter 102, Article IV of the Miami Beach City Code, as amended (the "City Code") and other applicable provisions of law (collectively, the "Act"), and pursuant and subject to the terms and conditions of Resolution No. 2015-29175 adopted by the Mayor and City Commission of the City (collectively, the "City Commission") on October 14, 2015 (the "Original Resolution"), as supplemented by Resolution No. 2026- adopted by the City Commission on April _, 2026 (the "Series 2026 Resolution" and, together with the Original Resolution, the "Bond Resolution"). For a complete description of the terms and conditions of the Series 2026 Bonds and the provisions of the Bond Resolution, see "APPENDIX C - The Bond Resolution." On October 28, 2015 the City Commission enacted Ordinance No. 2015-3975 to amend Chapter 102, Article IV of the City Code. Enactment of Ordinance No. 2015-3975 facilitates the levy of an additional one percent (1%) Resort Tax (as hereinafter described) on the transient rental of a room or rooms in any hotel, motel, rooming house or apartment house within the City. Such additional one percent (1%) Resort Tax, as set forth in Section 5.03 of the City Charter, was approved by the voters of the City in a special election held on August 14, 2012. See "SECURITY AND SOURCES OF PAYMENT - Pledged Funds" herein. The Series 2026 Bonds will be issued in book -entry only form and purchasers of the Series 2026 Bonds will not receive certificates representing their ownership interests in the Series 2026 Bonds purchased. The Series 2026 Bonds will contain such other terms and provisions, including provisions regarding redemption, as described in "DESCRIPTION OF THE SERIES 2026 BONDS" herein. To finance a portion of the costs of acquiring and constructing renovations to the Miami Beach Convention Center (the "Convention Center") and related improvements, the City has heretofore issued the City of Miami Beach, Florida Resort Tax Revenue Bonds, Series 2015 (the "Series 2015 Bonds") in the aggregate principal amount of $194,920,000. The Series 2015 Bonds constituted the first Series of Bonds issued under the Original Resolution. The Series 2015 Bonds are currently Outstanding in the aggregate principal amount of $156,545,000. * Preliminary, subject to change. 1442 of 2461 The Series 2026 Bonds are being issued for the purpose of providing funds, together with other legally available moneys, to (i) refund all* of the outstanding Series 2015 Bonds (such Series 2015 to be refunded being hereinafter referred to as the "Refunded Bonds"); and (ii) pay costs related to the issuance of the Series 2026 Bonds and the refunding of the Refunded Bonds, including the premium for delivery of the Policy (hereinafter defined), if applicable. See "PLAN OF REFUNDING" herein. The Series 2026 Bonds are solely payable from and secured by a pledge of and first lien on the Pledged Funds derived by the City from (i) Resort Tax Revenues (as described herein); and (ii) except for moneys, securities and instruments in the Rebate Fund, all moneys, securities and instruments held in the funds and accounts established under the Bond Resolution; provided, however, that no deposit to the Debt Service Reserve Account shall be made in connection with the issuance of the Series 2026 Bonds and the Series 2026 Bonds shall not be secured by, or entitled to any benefit from, amounts, Reserve Account Insurance Policies or Reserve Account Letters of Credit that may be held in the Debt Service Reserve Account or any subaccount therein for the benefit of other Bonds that may be hereafter issued and Outstanding under the Original Resolution (as such terms are defined herein). [Upon issuance of the Series 2026 Bonds, there will be no other Bonds Outstanding under the Original Resolution.] Additional Bonds may be issued, on a parity with the Series 2026 Bonds, upon satisfaction of the conditions described in the Original Resolution. See "SECURITY AND SOURCES OF PAYMENT - Additional Bonds" herein. The Series 2026 Bonds and any additional Bonds hereafter issued are collectively referred to herein as the "Bonds." The Series 2026 Bonds shall not be and shall not be deemed to constitute a debt, liability or obligation of the City, Miami -Dade County, Florida (the "County"), the State or any political subdivision thereof within the meaning of any constitutional, statutory or charter provisions or limitations, or a pledge of the faith and credit of the City, the County, the State or any political subdivision thereof but shall be payable solely from the Pledged Funds, and the obligations evidenced thereby shall not constitute a lien upon any property of or in the City, but shall constitute a lien only on the Pledged Funds, all in the manner provided in the Bond Resolution. See "SECURITY AND SOURCES OF PAYMENT - Limited Obligations" herein. Based on market conditions in existence at the time of pricing, the City will determine whether or not to purchase insurance on all of the Series 2026 Bonds, some of the Series 2026 Bonds or none of the Series 2026 Bonds. In the event the City deems it in its best interest to insure all or a portion of the Series 2026 Bonds, the scheduled payment of the principal of and interest on such insured Series 2026 Bonds when due will be guaranteed under a municipal bond insurance policy (the "Policy") to be issued concurrently with the delivery of the Series 2026 Bonds by (" " or the "Insurer"). See "BOND INSURANCE OPTION" and `BOND INSURANCE RISK FACTORS" herein. This introduction is intended to serve as a brief description of this Official Statement and is expressly qualified by reference to this Official Statement as a whole. A full review should be made of this entire Official Statement, as well as the documents and reports summarized or described herein. The description of the Series 2026 Bonds, the documents authorizing and securing the same, including, without limitation, the Bond Resolution, and the information from various reports contained herein are not comprehensive or definitive. All references herein to such documents and reports are qualified by the entire, actual content of such documents and reports. Copies of such documents and reports may be obtained from the City by contacting the City's Chief Financial Officer, 1700 Convention Center Drive, * Preliminary, subject to change. 1443 of 2461 Miami Beach, Florida 33139, Telephone number: (305) 673-7466, Facsimile number: (305) 673-7795, Email address: www.miamibeachfl.gov/fmance. Capitalized terms used but not defined in this Official Statement shall have the meanings ascribed to such terms in the Bond Resolution. See "APPENDIX C - The Bond Resolution." PLAN OF REFUNDING The proceeds of the Series 2026 Bonds will be used, together with certain other legally available moneys of the City, to (i) provide for the current refunding of the Refunded Bonds; and (ii) pay costs of issuance of the Series 2026 Bonds and the refunding of the Refunded Bonds, including the premium for delivery of the Policy, if applicable (see "ESTIMATED SOURCES AND USES OF FUNDS" herein). The Refunded Bonds shall be redeemed on the date of issuance of the Series 2026 Bonds at a price equal to one hundred percent (100%) of the principal amount of the Refunded Bonds, without premium, plus any unpaid interest that shall be due on the Refunded Bonds on their redemption date. The Refunded Bonds consist of the following: Series 2015 Bonds To Be Refunded Maturity Principal Maturity Principal (September 11 Amount (September 1) Amount 2026 $4,825,000 2033 $ 6,660,000 2027 5,070,000 2034 6,995,000 2028 5,220,000 2035 7,345,000 2029 5,480,000 20401 42,615,000 2030 5,755,000 2045`) 10,000,000 2031 6,045,000 2045,31 44,190,000 2032 6,345,000 (1) Term Bond. (2) Term Bond bearing interest at the rate of 4.00% per annum_ (3) Term Bond bearing interest at the rate of 5.00% per annum. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] I 1444 of 2461 ESTIMATED SOURCES AND USES OF FUNDS The following table sets forth the estimated sources and uses of funds in connection with the issuance of the Series 2026 Bonds: Sources of Funds Par Amount of Series 2026 Bonds $ Net Original Issue Discount/Premium Other Legally Available Moneys"' Total Estimated Sources of Funds $ Uses of Funds Deposit to Redeem Refunded Bon&" $ Cost of Issuance"' Underwriters' Discount Total Estimated Uses of Funds $ (1) Constitutes amount held under the Original Resolution to pay principal of and interest due on the Refunded Bonds. (2) See "PLAN OF REFUNDING" herein. (3) To pay certain costs of issuance of the Series 2026 Bonds, including, without limitation, printing costs, bond counsel fees, disclosure counsel fees, fees of the financial advisor and rating agencies, the premium paid to the Insurer for issuance of the Policy, if applicable, and miscellaneous costs of issuance. DESCRIPTION OF THE SERIES 2026 BONDS General The Series 2026 Bonds will be dated their date of delivery. The Series 2026 Bonds will bear interest at the rates and will mature on the dates and in the amounts set forth on the inside cover page of this Official Statement. Interest on the Series 2026 Bonds is payable semiannually commencing on September 1, 2026 and on each March 1 and September 1 thereafter. Such interest shall be calculated on the basis of a 360 day year consisting of twelve 30-day months. The City has appointed U.S. Bank Trust Company, National Association, Jacksonville, Florida, to serve as the paying agent for the Series 2026 Bonds (the "Paying Agent") and as the registrar for the Series 2026 Bonds (the "Registrar"). In any case where the maturity date of, or the date for the payment of the principal of or interest on the Series 2026 Bonds, or the date fixed for redemption of any Series 2026 Bonds shall be a Saturday, Sunday or a day on which any Paying Agent is required, or authorized or not prohibited, by law (including executive orders) to close and is closed, then payment of such interest or principal need not be paid by the Paying Agent on such date but may be paid on the next succeeding business day on which the Paying Agent is open for business with the same force and effect as if paid on the date of maturity or date fixed for redemption, and no interest shall accrue for the period after such date of maturity or date fixed for redemption. 4 1445 of 2461 The Series 2026 Bonds will be issued as fully registered bonds, without coupons, in denominations of $5,000 or any integral multiple thereof, and when issued, will be registered in the name of Cede & Co., as registered owner and nominee of The Depository Trust Company ("DTC"). Purchases of beneficial interests in the Series 2026 Bonds will be made in book -entry only form, without certificates. Unless a securities depository other than DTC is selected by the City, so long as the Series 2026 Bonds shall be in book -entry only form, the principal of and interest on the Series 2026 Bonds will be payable to Cede & Co. (or such other nominee selected by DTC), as registered owner thereof, and will be distributed by DTC and the DTC Participants to the Beneficial Owners (as such terms are hereinafter defined). See "THE SERIES 2026 BONDS — Book -Entry Only System" herein. Redemption Provisions Optional Redemption The Series 2026 Bonds maturing on or before September 1, 2036 are not subject to redemption prior to maturity. The Series 2026 Bonds maturing on or after September 1, 2037 are subject to redemption prior to maturity, at the option of the City, on or after September 1, 2036, in whole or in part at any time, in any order of maturity selected by the City and by lot or by such other manner as the Registrar shall deem appropriate within a maturity, at a redemption price equal to one hundred percent (100%) of the principal amount of the Series 2026 Bonds to be redeemed, together with accrued interest to the date fixed for redemption and without premium. Mandatory Sinking Fund Redemption (t) The Series 2026 Bonds maturing on September 1, 20 are subject to mandatory sinking fund redemption prior to maturity, in part, by lot or by such other manner as the Registrar shall deem appropriate, through the application of Amortization Requirements, at a redemption price equal to one hundred percent (100%) of the principal amount thereof, on September 1 of each year in the following amounts and in the years specified: Due Amortization (September 1) Requirement * Final maturity. The Series 2026 Bonds maturing on September 1, 20 are subject to mandatory sinking fund redemption prior to maturity, in part, by lot or by such other manner as the Registrar shall deem appropriate, through the application of Amortization Requirements, at a redemption price equal to one hundred percent (100%) of the principal amount thereof, on September 1 of each year in the following amounts and in the years specified: (t) Preliminary, subject to change. 1446 of 2461 Due Amortization (September 1) Requirement * Final maturity. Moneys in the Bond Redemption Account shall be used solely for the purchase or redemption of the Term Bonds payable therefrom at such times as the same are subject to mandatory redemption or payment. However, the City may at any time use money held in the Bond Redemption Account for the payment of Amortization Requirements to purchase any Series 2026 Bonds that are Term Bonds at prices not greater than the then redemption price of said Term Bonds. If the Term Bonds are not then redeemable, the City may purchase said Term Bonds at prices not greater than the redemption price of such Term Bonds on the next ensuing redemption date. If, by the application of moneys in the Bond Redemption Account, the City shall purchase or call for redemption in any year Term Bonds in excess of the Amortization Requirements for such year, such excess of Term Bonds so purchased or redeemed shall be credited in such manner and at such times as the Chief Financial Officer shall determine over the remaining payment dates. Notice of Redemption Mailing of Notice of Redemption. At least thirty (30) days, but not more than sixty (60) days, before the redemption date, a notice of redemption, signed by the Chief Financial Officer, shall be (a) filed by the City with the Registrar and (b) mailed by the Registrar, first class mail, postage prepaid, to all registered owners of Series 2026 Bonds (which, so long as DTC shall act as securities depository for the Series 2026 Bonds, shall be Cede & Co.) to be redeemed at their addresses as they appear on the registration books of the Registrar. Failure so to mail any such notice to any registered owner shall not affect the validity of the proceedings for such redemption. Each such notice shall specify the redemption date and the place or places where amounts due upon such redemption will be payable and, if less than all of the Series 2026 Bonds are to be redeemed, the numbers or other distinguishing marks of such Series 2026 Bonds to be redeemed in part and the respective portions thereof to be redeemed. Subject to the next succeeding paragraph, such notice shall further state that on such date there shall become due and payable upon each of the Series 2026 Bonds to be redeemed the redemption price or the specified portions thereof in the case of Series 2026 Bonds to be redeemed in part only, together with interest accrued to the redemption date, and that from and after such date interest thereon shall cease to accrue and be payable on such Series 2026 Bonds or portions thereof so redeemed. In the case of an optional redemption of the Series 2026 Bonds, the redemption notice may state that (a) it is conditioned upon the deposit of moneys with the Registrar or with a bank, trust company or other appropriate fiduciary institution acting as escrow agent (the "escrow agent"), in amounts necessary to effect the redemption, no later than the redemption date, or (b) the City retains the right to rescind such notice on or prior to the scheduled redemption date (in either case, a "Conditional Redemption"), and such notice and optional redemption shall be of no effect if such moneys are not so deposited or if the notice is rescinded as described in this paragraph. Any such notice of Conditional Redemption shall be captioned "Conditional Notice of Redemption." Any Conditional Redemption may be rescinded at any time prior to the redemption date if the City delivers a written direction to the Registrar directing the Registrar to rescind the redemption notice. The Registrar shall give prompt notice of such rescission to the affected Bondholders. Any Series 2026 Bonds subject to Conditional Redemption where redemption has been 1447 of 2461 rescinded shall remain Outstanding, and neither the rescission nor the failure by the City to make such moneys available shall constitute an event of default under the Bond Resolution. Effect of Calling for Redemption. Notice having been given in the manner and under the conditions described above, and with respect to a Conditional Redemption, the Conditional Redemption not having been rescinded, the Series 2026 Bonds or portions of Series 2026 Bonds so called for redemption shall, on the redemption date designated in such notice, become and be due and payable at the redemption price provided for redemption of such Series 2026 Bonds or portions of Series 2026 Bonds on such date, together with interest accrued to the redemption date. On the date so designated for redemption, moneys for payment of the redemption price being held in separate accounts by the Paying Agent in trust for the registered owners of the Series 2026 Bonds or portions thereof to be redeemed, all as provided in the Bond Resolution, interest on the Series 2026 Bonds or portions of Series 2026 Bonds so called for redemption shall cease to accrue, such Series 2026 Bonds and portions of Series 2026 Bonds shall cease to be entitled to any lien, benefit or security under the Bond Resolution and shall be deemed paid thereunder, and the registered owners of such Series 2026 Bonds or portions of Series 2026 Bonds shall have no right in respect thereof except to receive payment of the redemption price thereof and to receive Series 2026 Bonds for any unredeemed portions of the Series 2026 Bonds, together with interest accrued to the redemption date. Book -Entry Only System The following description of the procedures and record keeping with respect to beneficial ownership interests in the Series 2026 Bonds, payment of the principal of and interest on the Series 2026 Bonds to DTC Participants or Beneficial Owners (as .such terms are hereinafter defined) of the Series 2026 Bonds, confirmation and transfer of beneficial ownership interests in the Series 2026 Bonds and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners of the Series 2026 Bonds is based solely on information furnished by DTC on its website for inclusion in this Official Statement. Accordingly, neither the City nor the Underwriters can make any representation concerning these matters or take any responsibility for the accuracy or completeness of such information. DTC will act as securities depository for the Series 2026 Bonds. The Series 2026 Bonds will be issued as fully -registered securities registered in the name of Cede & Co., as DTC's partnership nominee, or such other name as may be requested by an authorized representative of DTC. One fully -registered Series 2026 Bond certificate will be issued for each maturity of the Series 2026 Bonds, each in the aggregate principal amount of such maturity, as set forth on the inside cover page of this Official Statement, and will be deposited with DTC. DTC, the world's largest 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 one hundred (100) countries that its participants ("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges between Direct Participants' accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed 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 `/ 1448 of 2461 such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants" and, together with Direct Participants, "DTC Participants"). DTC has a S&P Global Ratings, a division of Standard & Poor's Financial Services LLC, rating of AA+. The DTC rules applicable to the DTC Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of Series 2026 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2026 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2026 Bond (`Beneficial Owner") is in turn to be recorded on the DTC Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the DTC Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2026 Bonds are to be accomplished by entries made on the books of DTC Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2026 Bonds, except in the event that use of the book -entry system for the Series 2026 Bonds is discontinued. To facilitate subsequent transfers, all Series 2026 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2026 Bonds with DTC and their registration in the name of Cede & Co., or such other DTC nominee, will not effect any change in beneficial ownership of the Series 2026 Bonds. DTC has no knowledge of the actual Beneficial Owners of the Series 2026 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2026 Bonds are credited, which may or may not be the Beneficial Owners. The DTC Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by DTC Participants to Beneficial Owners, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2026 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2026 Bonds, such as redemptions, defaults and proposed amendments to the documents securing the Series 2026 Bonds. For example, Beneficial Owners of the Series 2026 Bonds may wish to ascertain that the nominee holding the Series 2026 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Registrar and request that copies of notices are provided directly to them. Redemption notices shall be sent by the Registrar to DTC. If less than all of the Series 2026 Bonds within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Series 2026 Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series 2026 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). 1449 of 2461 Principal and interest payments on the Series 2026 Bonds will be made to Cede & Co., or to such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the City or the Paying Agent on the payable date in accordance with their respective holdings shown on DTC's records. Payments by DTC Participants to Beneficial Owners will be 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 Paying Agent or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or the Paying Agent, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of DTC Participants. When reference is made to any action which is required or permitted to be taken by the Beneficial Owners, such reference shall only relate to those permitted to act (by statute, regulation or otherwise) on behalf of such Beneficial Owners for such purposes. When notices are given, they shall be sent by the City only to DTC. NEITHER THE CITY, THE PAYING AGENT NOR THE REGISTRAR WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO ANY DTC PARTICIPANT OR THE PERSONS FOR WHOM THEY ACT AS NOMINEES WITH RESPECT TO THE SERIES 2026 BONDS IN RESPECT OF THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT, THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT IN RESPECT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2026 BONDS, ANY NOTICE WHICH IS PERMITTED OR REQUIRED TO BE GIVEN TO BONDHOLDERS UNDER THE BOND RESOLUTION, THE SELECTION BY DTC OR ANY DTC PARTICIPANT OR ANY PERSON TO RECEIVE PAYMENT IN THE EVENT OF A PARTIAL REDEMPTION OF THE SERIES 2026 BONDS, OR ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS BONDHOLDER. SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2026 BONDS, AS NOMINEE OF DTC, REFERENCES IN THIS OFFICIAL STATEMENT TO THE BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2026 BONDS SHALL MEAN CEDE & CO., AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2026 BONDS. Discontinuance of Book -Entry Only System In the event the City determines that it is in the best interest of the Beneficial Owners to obtain Series 2026 Bond certificates, the City may notify DTC and the Registrar, whereupon DTC will notify the DTC Participants, of the availability through DTC of Series 2026 Bond certificates. In such event, the City shall prepare and execute, and the Registrar shall authenticate, transfer and exchange, Series 2026 Bond certificates as requested by DTC in appropriate amounts and within the guidelines set forth in the Bond Resolution. DTC may also determine to discontinue providing its services with respect to the Series 2026 Bonds at any time by giving written notice to the City and the Registrar and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor securities depository), the City and the Registrar shall be obligated to deliver Series 2026 Bond certificates as described herein. In the event Series 2026 Bond certificates are issued, the provisions of the Bond Resolution shall apply to, among other things, the transfer and exchange of such certificates and the method of payment of principal of and interest on such certificates. Whenever DTC requests the City and the Registrar to do so, 1450 of 2461 the City will direct the Registrar to cooperate with DTC in taking appropriate action after reasonable notice (i) to make available one or more separate certificates evidencing the Series 2026 Bonds to any DTC Participant having Series 2026 Bonds credited to its DTC account; or (ii) to arrange for another securities depository to maintain custody of certificates evidencing the Series 2026 Bonds. SECURITY AND SOURCES OF PAYMENT Pledged Funds General The payment of the principal of, redemption premium, if any, and interest on all Bonds are secured equally and ratably by a first lien on and pledge of the Pledged Funds, which consist of (i) the Resort Tax Revenues and (ii) except for moneys, securities and instruments in the Rebate Fund, all moneys, securities and instruments held in the funds and accounts established under the Bond Resolution; provided, however, that no deposit to the Debt Service Reserve Account shall be made in connection with the issuance of the Series 2026 Bonds and the Series 2026 Bonds shall not be secured by, or entitled to any benefit from, amounts, Reserve Account Insurance Policies or Reserve Account Letters of Credit that may be held in the Debt Service Reserve Account or any subaccount therein for the benefit of other Bonds that may be hereafter issued and Outstanding under the Original Resolution. [Upon issuance of the Series 2026 Bonds, there will be no other Bonds Outstanding under the Original Resolution.] "Resort Tax Revenues" means the proceeds of the Resort Tax. "Resort Tax" means the municipal tax imposed, levied and collected by the City pursuant to the Act upon the rent of every occupancy of a room or rooms in any hotel, motel, rooming house or apartment house in the City, and upon the total sales price of all items of food, beverages, alcoholic beverages and wine sold at retail of any restaurant in the City, as more particularly set forth in the Act. See "THE RESORT TAX" herein. Resort Tax Levy and Collection Subject to the limitations provided in the Act, the City Commission has the authority and power, by ordinance, to determine and fix the amount of the Resort Tax, after public hearing, not in excess of two percent (2%), except that an additional tax of up to two percent (2%) (hereinafter referred to as the "Additional Tax") may be imposed, levied and collected on the rent of every occupancy of a room or rooms in any hotel, motel, rooming house or apartment house in the City. After the initial imposition of the Resort Tax in the amount of two percent (2%), pursuant to the authority provided in the Act, the City Commission added an Additional Tax of one percent (1%) on the rent of every occupancy of a room or rooms in any hotel, motel, rooming house or apartment house in the City. In addition, in connection with the issuance of the Series 2015 Bonds, the City Commission enacted Ordinance No. 2015-3975 on October 28, 2015 to provide an Additional Tax of one percent (1 %) on transient rentals of living and sleeping accommodations. Subject to the rights of holders of bonds, including the Series 2026 Bonds, the Additional Tax of one percent (1%) that was added in connection with the issuance of the Series 2015 Bonds is required to be used solely for the purposes of expanding, enlarging, renovating, and/or improving the Convention Center, including the payment of debt service on bonds related thereto, with any excess from such Additional Tax being used, after providing for the payment of annual debt service and related obligations, to establish and maintain a capital renewal and replacement fund for improving and maintaining the Convention Center. Authorization for the City Commission to impose the Additional Tax of one percent (1 %) for Convention Center improvements and to establish a capital renewal and replacement fund for the 1451 of 2461 Convention Center was approved by the registered and qualified voters of the City in a special election held on August 14, 2012. The Series 2015 Bonds were issued in December 2015 and the levy of the Additional Tax of one percent (1 %) commenced in connection with such issuance. Subject to the limitations provided in the Act, the City currently imposes, levies and collects a Resort Tax of four percent (4%) on the rent of a room or rooms in any hotel, motel, rooming house or apartment house in the City and two percent (2%) on the total sales price of all items of food, beverage, alcoholic beverages or wine sold at retail of any restaurant in the City. With the imposition of the one percent (1 %) Additional Tax for Convention Center improvements, the Resort Tax is being imposed by the City in the maximum amount authorized under the Act. For more detailed information concerning the imposition, levy and collection of the Resort Tax, see "THE RESORT TAX" herein. The City covenants and agrees in the Original Resolution that as long as any of the principal of or interest on any Series of Bonds is unpaid, or payment thereof not duly provided for, it will not repeal the City Code provisions pursuant to which the Resort Tax is levied, will not reduce the rates of the Resort Talc, or amend or modify the City Code provisions, in any manner so as to impair or adversely affect the power and obligation of the City to levy and collect the Resort Tax, or impair or adversely affect in any manner the pledge of the Pledged Funds made in the Original Resolution, or the rights of holders of Bonds. Pursuant to the covenants of the Original Resolution, the City is unconditionally and irrevocably obligated, as long as any of the Bonds, or the interest thereon, are Outstanding and unpaid, to levy and collect the Resort Tax at not less than the rates being levied by the City on the date of issuance of the Series 2015 Bonds, to the full extent necessary to pay the principal of and interest on the Bonds and any other payments provided in the Original Resolution. Flow of Funds Creation of Funds and Accounts The Original Resolution created a special fund for the deposit of Resort Tax Revenues (the "Resort Tax Fund"). The Original Resolution also created the "Resort Tax Sinking Fund" (the "Sinking Fund") and established four (4) separate accounts therein for the benefit of the Holders of Bonds. The accounts created in the Sinking Fund are the "Interest Account," the "Principal Account," the "Bond Redemption Account" and the "Debt Service Reserve Account." The Original Resolution also created the "Rebate Fund," which fund shall be maintained by the City separate and apart from all other funds and accounts held by the City and which fund shall not be subject to the lien of the Original Resolution in favor of Holders of Bonds. The City shall deposit Pledged Funds into the Rebate Fund in the amounts required to be paid to the United States of America to satisfy the arbitrage rebate covenants made by the City in connection with the issuance of Tax -Exempt Bonds. In addition, the Original Resolution created a special fund designated the "Construction Fund" and a special fund designated the "Cost of Issuance Fund." Separate accounts within the Construction Fund and the Cost of Issuance Fund shall be created for the deposit of proceeds of each Series of Bonds and other available moneys to fund projects being funded from proceeds of such Series of Bonds and other available moneys (with respect to the Construction Fund) and to pay costs of issuance of such Series of Bonds (with respect to the Cost of Issuance Fund). If for any reason moneys in the Construction Fund, or any part thereof, including any investment earnings on deposit therein, are not necessary for, or are not applied to the purposes provided for the applicable Series of Bonds, then such unapplied proceeds, upon certification of a duly authorized official of the City that such surplus proceeds are not needed for such purposes, shall be applied: 11 1452 of 2461 (i) First, to the Debt Service Reserve Account, to the full extent necessary, to make the amount then on deposit therein equal to the Reserve Account Requirement, as applicable, on the Bonds then Outstanding; and (ii) Second, the balance, if any, to the redemption, purchase or payment of principal of Outstanding Bonds or for any other lawful purpose. Each of the funds and accounts created in the Original Resolution shall be held and administered by the City. Such funds and accounts shall constitute trust funds held solely for the purposes provided in the Original Resolution and (except for the Rebate Fund) for the benefit of Bondholders. Deposit and Use of Resort Tax Revenues As soon as the same are received by the City, all Resort Tax Revenues shall be deposited into the Resort Tax Fund. All Resort Tax Revenues at any time on deposit in the Resort Tax Fund shall be disposed of only in the following manner: (1) Resort Tax Revenues shall fast be used, to the full extent necessary, for deposit into the Interest Account in the Sinking Fund on the fifteenth (15th) day of each month, beginning with the fifteenth (15th) day of the first (1 st) full calendar month following the date on which any or all of the Bonds are delivered to the purchaser thereof, of such sums as shall be sufficient to pay one -sixth (1 /6th) of the interest becoming due on the Bonds on the next semi-annual Interest Payment Date; provided, however, that such monthly deposits for interest shall not be required to be made into the Interest Account to the extent that money on deposit therein is sufficient for such purpose and, provided further, that in the event the City has issued additional parity Variable Rate Bonds or entered into any Interest Rate Swaps pursuant to the provisions of the Bond Resolution, Resort Tax Revenues shall be deposited at such other or additional times and amounts as necessary to pay the interest becoming due on the Variable Rate Bonds on the next Interest Payment Date or make the payments due under the Interest Rate Swaps on a parity with interest due on the Bonds, all in the manner provided in the applicable supplemental resolution. The City shall, on each Interest Payment Date, transfer to the Paying Agent moneys in an amount equal to the interest due on such Interest Payment Date or shall advise the Paying Agent of the amount of any deficiency in the amount so transferred so that the Paying Agent may give appropriate notice required to provide for the payment of such deficiency from any Reserve Account Insurance Policy or Reserve Account Letter of Credit on deposit in the Debt Service Reserve Account. In the event that the period to elapse between the date of the delivery of the Bonds and the next semi-annual Interest Payment Date will be other than six (6) months, then such monthly payments shall be adjusted to provide the required interest amount becoming due and payable on the next Interest Payment Date. (2) (a) Resort Tax Revenues shall next be used, to the full extent necessary, for deposit in the Principal Account in the Sinking Fund, on the fifteenth (15th) day of each month in each year, of one -sixth (1/6th) of the next maturing principal amount of Serial Bonds which will mature and become due on such semi-annual maturity dates and one -twelfth (1/12th) of the next maturing principal amount of Serial Bonds which will mature and become due on such annual maturity dates, beginning on such dates as shall be determined by the City; provided, however, that 12 1453 of 2461 such monthly deposits for principal shall not be required to be made into the Principal Account to the extent that money on deposit therein is sufficient for such purpose. The City shall, on the business day prior to each principal payment date, transfer to the Paying Agent moneys in an amount equal to the principal due on such principal payment date or shall advise the Paying Agent of the amount of any deficiency in the amount so transferred so that the Paying Agent may give appropriate notice required to provide for the payment of such deficiency from any Reserve Account Insurance Policy or Reserve Account Letter of Credit on deposit in the Debt Service Reserve Account. In the event the period to elapse between the date of delivery of the Bonds and the next principal payment date will be other than six (6) months, in the case of Serial Bonds which mature semi-annually, or twelve (12) months, in the case of Serial Bonds which mature annually, then such monthly payments shall be increased or decreased, as appropriate, in sufficient amounts to provide the required principal amount maturing on the next principal payment date. Any monthly payment of Resort Tax Revenues to be deposited as set forth above for the purpose of meeting payments of principal of the Bonds, shall be adjusted, as appropriate, to reflect the frequency of principal payments applicable to such Series. (b) Resort Tax Revenues shall next be used, to the full extent necessary, for deposit into the Bond Redemption Account in the Sinking Fund on the fifteenth (15th) day of each month in each year, beginning on such date, of such Amortization Requirements as may be required for the payment of the Term Bonds payable from the Bond Redemption Account. (3) Resort Tax Revenues shall next be used, to the full extent necessary, for deposit into the Debt Service Reserve Account on the fifteenth (15th) day of each month in each year, beginning with the fifteenth (15th) day of the first full calendar month following the date on which any or all of the Bonds are delivered to the purchaser thereof, such sums as shall be at least sufficient to pay an amount equal to one -sixtieth (1/60th) of the difference between the amount on deposit in the Debt Service Reserve Account (including any Reserve Account Insurance Policy or Reserve Account Letter of Credit) and the applicable Reserve Account Requirement for the Bonds Outstanding; provided, however, that no payments shall be required to be made into the Debt Service Reserve Account whenever and as long as the amount deposited therein (including any Reserve Account Insurance Policy or Reserve Account Letter of Credit) shall be equal to the applicable Reserve Account Requirement for the Bonds Outstanding. (4) Resort Tax Revenues shall next be used for the payment of any subordinated obligations issued by the City in accordance with the provisions for the issuance of such obligations under the Bond Resolution, which subordinate obligations shall have such lien on the Resort Tax Revenues as the City shall determine in the proceedings authorizing the issuance of such subordinated obligations. (5) Resort Tax Revenues shall next be used to make payments required under Interest Rate Swap arrangements which are not payable from amounts deposited therefor into the Interest Account. (6) Thereafter, the balance of any Resort Tax Revenues remaining in the Resort Tax Fund shall, subject to the requirement to make deposits into the Rebate Fund, be used by the City for any lawful purposes; provided, however, that none of such Resort Tax Revenues shall ever be used for the purposes provided in this paragraph (6) unless all payments required in paragraphs (1) 13 1454 of 2461 through (5) above, including any deficiencies for prior payments and any amount due to the issuer of any Reserve Account Insurance Policy or Reserve Account Letter of Credit, have been made in full to the date of such use. Notwithstanding anything in paragraphs (1) and (2) above to the contrary, failure to make the scheduled payments specified therein shall not constitute a breach of the City's obligations under the Bond Resolution so long as, on the date that any interest or principal payment is due on the Bonds, monies sufficient to make such payment are on deposit in the Interest Account, Principal Account or Bond Redemption Account, as the case may be. If the amounts deposited in any month pursuant to such provisions shall be less than the amounts required, the requirement shall be cumulative and the amount of the deficiency in any month shall be added to the amount otherwise required to be deposited in each month thereafter until such time as all such deficiencies have been satisfied. Notwithstanding the foregoing or any other provision in the Bond Resolution to the contrary, if any amount applied to the payment of principal of and premium, if any, and interest on the Bonds that would have been paid from an account in the Sinking Fund, is paid instead under a Credit Facility or a Liquidity Facility, amounts deposited in such relevant account may be paid, to the extent required, to the issuer of the Credit Facility or Liquidity Facility having therefore made said corresponding payment. Debt Service Reserve Account General The Original Resolution established the Debt Service Reserve Account for the benefit of the Bonds secured by such account and requires that funds be deposited therein, in the amounts and at the times established in the Original Resolution, until the Reserve Account Requirement has been satisfied. See "SECURITY AND SOURCES OF PAYMENT - Flow of Funds - Deposit and Use of Resort Tax Revenues" herein. The Reserve Account Requirement under the Original Resolution is an amount equal to the lesser of (i) the Maximum Annual Debt Service for all Outstanding Bonds in the current or any subsequent Fiscal Year, or (ii) the maximum amount allowed to be funded from proceeds of Bonds under the Code; provided that, if the Mayor's Certificate in the case of the Series 2015 Bonds or if the supplemental resolution corresponding to any other Series of Bonds provides for the establishment of a separate subaccount in the Debt Service Reserve Account to secure only the Series 2015 Bonds or such other Series of Bonds (with such Series 2015 Bonds or other Series of Bonds having no claim on the other moneys deposited to the credit of the Debt Service Reserve Account), the Reserve Account Requirement for the Series 2015 Bonds or such other Series of Bonds shall be calculated as provided for in the Mayor's Certificate or in the corresponding supplemental resolution; and provided further that, if the Mayor's Certificate in the case of the Series 2015 Bonds or if the supplemental resolution corresponding to any other Series of Bonds provides that the Series 2015 Bonds or such other Series of Bonds shall not be secured by the Debt Service Reserve Account or any separate subaccount therein, the Reserve Account Requirement shall be calculated without taking into account the Series 2015 Bonds or such other Series of Bonds. No Deposit for Series 2026 Bonds No deposit was made to the Debt Service Reserve Account in connection with the issuance of the Series 2015 Bonds and no separate subaccount in the Debt Service Reserve Account was created for the benefit of the Series 2015 Bonds. In addition, the City has determined that the Series 2026 Bonds will not be secured by the Debt Service Reserve Account. Therefore, no deposit will be made to the Debt Service Reserve Account in connection with the issuance of the Series 2026 Bonds and no separate subaccount in 14 1455 of 2461 the Debt Service Reserve Account has will be created for the benefit of the Series 2026 Bonds. As a result, the Series 2026 Bonds shall not be secured by any separate subaccount in the Debt Service Reserve Account nor entitled to any benefit from amounts, Reserve Account Insurance Policies or Reserve Account Letters of Credit deposited in the Debt Service Reserve Account for the benefit of any other Bonds that may be hereafter issued and Outstanding under the Original Resolution. Additional Bonds Pursuant to the Original Resolution, no additional Bonds, payable out of the Pledged Funds on a parity with the Series 2026 Bonds, shall be issued unless certain conditions set forth in the Original Resolution are met, including: (i) the City must be current in all deposits and payments required under the Original Resolution and the City must be currently in compliance with the covenants and provisions of the Original Resolution and any supplemental resolution adopted for the issuance of additional parity Bonds, unless upon the issuance of such additional parity Bonds the City will be in compliance with all such covenants and provisions; and (ii) the amount of the Resort Tax Revenues during the immediately preceding Fiscal Year or any twelve (12) consecutive months selected by the City of the eighteen (18) months immediately preceding the issuance of the additional parity Bonds, as certified by an independent certified public accountant, were at least equal to one hundred fifty percent (150%) of the Maximum Annual Debt Service on (x) the Bonds originally issued pursuant to the Original Resolution and then Outstanding, (y) any additional parity Bonds theretofore issued and then Outstanding, and (z) the additional parity Bonds then proposed to be issued. The City need not comply with the requirement described in subparagraph (ii) above in the issuance of additional parity Bonds if and to the extent the Bonds to be issued are refunding Bonds delivered in lieu of or in substitution for Bonds originally issued under the Original Resolution or previously issued additional parity Bonds, if the City shall cause to be delivered a certificate of the Chief Financial Officer setting forth (1) the Maximum Annual Debt Service (a) with respect to the Bonds of all Series Outstanding immediately prior to the date of authentication and delivery of such refunding Bonds, and (b) with respect to the Bonds of all Series to be Outstanding immediately thereafter, and (2) that the Maximum Annual Debt Service set forth pursuant to (b) above is no greater than that set forth pursuant to (a) above. The Series 2015 Bonds were the first Series of Bonds issued under the Original Resolution and the Series 2026 Bonds are being issued as refunding Bonds that shall be delivered in accordance with the provisions set forth in this paragraph. See "PLAN OF REFUNDING" herein. The term "additional parity Bonds" shall be deemed to mean additional obligations evidenced by Bonds issued under the provisions and within the limitations set forth in the Original Resolution, as generally described herein, payable from the Pledged Funds on a parity with Bonds originally authorized and issued pursuant to the Original Resolution. Such Bonds shall be deemed to have been issued pursuant to the Original Resolution the same as the Bonds originally authorized and issued pursuant to the Original Resolution and all of the covenants and other provisions of the Original Resolution (except as to details of such Bonds evidencing such additional parity obligations inconsistent therewith) shall be for the equal benefit, protection and security of the Holders of any Bonds originally authorized and issued pursuant to the Original Resolution and the Holders of any Bonds evidencing additional obligations subsequently issued within the limitations of and in compliance with the provisions herein describing the issuance of additional parity Bonds. All of such Bonds, regardless of the time or times of their issuance, shall rank equally with 15 1456 of 2461 respect to their lien on the Pledged Funds and their sources and security for payment therefrom, without preference of any Bonds over any other Bonds. The term "additional parity Bonds" shall not be deemed to include bonds, notes, certificates or other obligations subsequently issued in accordance with the Original Resolution, the lien of which on the Pledged Funds is subject to the prior and superior lien on the Pledged Funds of the Bonds. Other Obligations Secured by Pledged Funds Except upon the conditions and in the manner provided in the Original Resolution, the City will not issue any other obligations payable from the Pledged Funds, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or any other charge having priority to or being on a parity with the lien of the Bonds and the interest thereon, upon any of the Pledged Funds; provided, however, that the City may enter into agreements with issuers of Credit Facilities and Liquidity Facilities which involve liens on Resort Tax Revenues on a parity with that of the Series of Bonds or portion thereof which is supported by such Credit Facilities or Liquidity Facilities and may enter into Interest Rate Swaps which involve a lien on the Resort Tax Revenues on a parity with the lien of the Bonds. Any other obligations, in addition to the Bonds and obligations to issuers of Credit Facilities and Liquidity Facilities, or pursuant to Interest Rate Swaps, as described in this section, shall provide that such obligations are junior, inferior and subordinate in all respects to the Bonds issued pursuant to the Original Resolution as to lien on and source and security for payment from the Resort Tax Revenues and in all other respects. Limited Obligations The Series 2026 Bonds shall not be and shall not be deemed to constitute a debt, liability or obligation of the City, the County, the State or any political subdivision thereof within the meaning of any constitutional, statutory or charter provisions or limitations, or a pledge of the faith and credit of the City, the County, the State or any political subdivision thereof, but shall be payable solely from the Pledged Funds. No Holder or Holders of any Series 2026 Bonds shall ever have the right to compel the exercise of the ad valorem taxing power of the City, the County, the State or any political subdivision thereof, or taxation in any form of any real or personal property therein, or the application of any funds of the City, the County, the State or any political subdivision thereof to pay the Series 2026 Bonds or the interest thereon or the making of any sinking fund or reserve payments provided for in the Original Resolution, other than the Pledged Funds. The Series 2026 Bonds and the obligations evidenced thereby shall not constitute a lien upon any property of or in the City, but shall constitute a lien only on the Pledged Funds, to the extent, in the manner, and with the priority of application provided in the Original Resolution. See "APPENDIX D - The Bond Resolution." Modifications or Supplements to Bond Resolution No adverse material modification or amendment may be made to the Original Resolution, or any resolution supplementing or amending the Original Resolution, including, without limitation, the Series 2026 Resolution, without the consent in writing of (a) the Holders of more than fifty percent (50%) in aggregate principal amount of the Bonds then Outstanding or (b) in case less than all of the several Series of Bonds then Outstanding are affected by the modification or amendment, the Holders of more than fifty percent (50%) in aggregate principal amount of the Bonds of each Series so affected and Outstanding at the time such consent is given. However, no modification or amendment shall permit (i) a change in the maturity or principal amount of any of the Bonds or a reduction in the rate of interest thereon, (ii) a change in the promise of the City to pay the principal of and interest on any Bonds, as the same mature or become due, from the Pledged Funds, or (iii) a reduction in the required percentage of Holders of the Bonds, as 16 1457 of 2461 described above, for modifications or amendments, without the consent of all of the Holders of the Bonds outstanding. For the purpose of Bondholders' voting rights or consents authorized by the Original Resolution, the consent of the Holders of any additional Series of Bonds shall be deemed given if the underwriters or initial purchasers for resale consent in writing to such supplemental resolution and the nature of the amendment effected by such supplemental resolution is disclosed in the official statement or other offering document pursuant to which such additional Series of Bonds is offered and sold to the public. In addition, for purposes of providing the written consent of the Holders of any Series of Bonds to any supplemental resolution modifying or amending any term or provision of the Original Resolution, to the extent any Series of Bonds is secured by a Credit Facility or Liquidity Facility, the consent of the issuer of the Credit Facility or Liquidity Facility for such Series of Bonds shall constitute the consent of the Holders of such Bonds. Notwithstanding the foregoing, the City may, from time to time, without the consent of the Holders of any Series of Bonds, amend, change, modify or alter the Bond Resolution for any of the specifically authorized reasons set forth in Sections 601(a) through 6) of the Original Resolution. See "APPENDIX D - The Bond Resolution." BOND INSURANCE OPTION THE INFORMATION IN THIS SECTION CONCERNING THE POLICY AND THE INSURER HAS BEEN OBTAINED FROM THE INSURER. NEITHER THE CITY NOR THE UNDERWRITERS TAKE RESPONSIBILITY FOR THE ACCURACY THEREOF. All or a portion of the scheduled payment of the principal of and interest on the Series 2026 Bonds when due may be guaranteed under the Policy to be issued concurrently with the delivery of the Series 2026 Bonds by the Insurer. The City will make the determination whether to purchase a Policy to insure all or a portion of the Series 2026 Bonds, if any, at the time the Series 2026 Bonds are priced. See "BOND INSURANCE RISK FACTORS" herein. Bond Insurance Policy In the event any of the Series 2026 Bonds are insured, concurrently with the issuance of the Series 2026 Bonds, the Insurer will issue the Policy for the insured Series 2026 Bonds. The Policy guarantees the scheduled payment of principal of and interest on the insured Series 2026 Bonds when due as set forth in the form of the Policy included as Appendix G to this Official Statement. The Policy is not covered by any insurance security or guaranty fund established under New York, Maryland, California, Connecticut or Florida insurance law. The Insurer [TO BE PROVIDED BY THE INSURER] 1458 of 2461 BOND INSURANCE RISK FACTORS At pricing, the City will determine whether to purchase the Policy for all, a portion or none of the Series 2026 Bonds. If the Policy is purchased, the following are risk factors related to municipal bond insurance. In the event of default of the scheduled payment of debt service on the insured Series 2026 Bonds, if any, when all or some becomes due, the Paying Agent on behalf of owners of such insured Series 2026 Bonds will have a claim under the Policy for such payments. However, in the event of any default or otherwise, the payments are to be made in such amounts and at such times as such payments would have been due had there not been any such default. The Insurer may direct and may have the right to consent to any remedies and the Insurer's consent may be required in connection with amendments to any applicable Series 2026 Bond documents. In the event the Insurer is unable to make payment of the principal of and interest on the insured Series 2026 Bonds, if any, as such payments become due under a Policy, such insured Series 2026 Bonds are payable solely from the moneys received pursuant to the Bond Resolution. In the event the Insurer becomes obligated to make payments with respect to such insured Series 2026 Bonds, no assurance is given that such event will not adversely affect the market price of the insured Series 2026 Bonds or the marketability (liquidity) for the insured Series 2026 Bonds. The long-term ratings on the insured Series 2026 Bonds, if any, are dependent in part on the financial strength of the Insurer and its claims paying ability. The Insurer's financial strength and claims paying ability are predicated upon a number of factors which could change over time. No assurance is given that the long-term ratings of the Insurer and of the ratings on any Series 2026 Bonds insured by the Insurer will not be subject to downgrade and such event could adversely affect the market price of the insured Series 2026 Bonds or the marketability (liquidity) for the insured Series 2026 Bonds. The obligations of the Insurer are unsecured obligations of the Insurer and in an event of default by the Insurer, the remedies available may be limited by applicable bankruptcy law or other similar laws related to insolvency. See "RATINGS" herein. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 1459 of 2461 DEBT SERVICE SCHEDULE The following table sets forth the Annual Debt Service Requirement for each Fiscal Year for the Series 2026 Bonds. Fiscal Year Ending September 30 Principal Interest Total 2026 $ $ $ 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 Total $� $ems $sew THE RESORT TAX General Pursuant to Chapter 67-930, Laws of Florida, as amended, certain municipalities of the State may impose a municipal resort tax of up to four percent (4%) on transient rentals of living or sleeping accommodations and up to two percent (2%) on the sales price of all items of food or beverage sold at retail or alcoholic beverages for consumption on the premises of any place of business required by law to be licensed by the State Division of Hotels and Restaurants. Under the Act, funds from the collection of the Resort Tax may be used only for the following purposes: (i) creation and maintenance of convention and publicity bureaus, cultural and art centers, (ii) enhancement of tourism, publicity and advertising, (iii) 19 1460 of 2461 paying future costs for the purchase, building, designing, engineering, planning, repairing, reconditioning, altering, expanding, maintaining, servicing and otherwise operating auditoriums, community houses, convention halls, convention buildings or structures, and (iv) other related purposes, including relief from ad valorem taxes theretofore levied for such purposes. Within the County, only the cities of Bal Harbour, Miami Beach and Surfside are authorized to levy a resort tax. The City has historically levied the Resort Tax in the amount of three percent (3%) on the rent of every occupancy of a room or rooms in any hotel, motel, rooming house or apartment house in the City when the rental of such facilities is for the period authorized for the imposition of a transient rental tax. A transient rental tax period is generally described in Section 212.03, Florida Statutes, as a rental of living quarters or sleeping or housekeeping accommodations in a structure or facility for a period of less than six (6) months. The Resort Tax also has been historically levied by the City in the amount of two percent (2%) on the total sales price of all items of food and beverage, including alcoholic beverages, sold at retail of any restaurant in the City. "Restaurant' means any business or place for serving food or refreshments required by law to be licensed by the Hotel and Restaurant Commission of the State or any premises licensed by the City for the sale of intoxicating liquor or wine. "Alcoholic beverages" means all distilled or rectified spirits, brandy, whiskey, rum, gin, cordials, or similar distilled alcoholic beverages, including all dilutions and mixtures of one or more of the foregoing, and wines. In addition to the Resort Tax historically collected by the City, in connection with the issuance of the Series 2015 Bonds, the City Commission enacted Ordinance No. 2015-3975 on October 28, 2015 to provide that an Additional Tax of one percent (1 %) on the rent of every occupancy of a room or rooms in any hotel, motel, rooming house or apartment house in the City be levied and collected. Subject to the rights of holders of bonds, including the Series 2026 Bonds, the Additional Tax of one percent (1 %) is required to be used solely for the purposes of expanding, enlarging, renovating, and/or improving the Convention Center, including payment of debt service related thereto. The City Charter provides that the Additional Tax of one percent (1%) for Convention Center improvements could not be imposed until such time as the City had entered into an agreement with a developer for the expansion, enlargement, renovation, and/or improvement of the Convention Center. Such agreement was approved by the adoption of Resolution No. 2015-29188 by the City Commission on October 21, 2015. The City Charter also provides that any excess from the Additional Tax of one percent (1%) for Convention Center improvements may be used, after providing for payment of annual debt service and related obligations, to establish and maintain a capital renewal and replacement fund for improving and maintaining the Convention Center. Amendment of the City Charter to authorize imposition of the Additional Tax of one percent (1 %) for Convention Center improvements and to establish a capital renewal and replacement fund for the Convention Center was approved by the registered and qualified voters of the City in a special election held on August 14, 2012. The Series 2015 Bonds were issued in December 2015 and the levy of the Additional Tax of one percent (1 %) commenced in connection with such issuance. Imposition of the one percent (1 %) Additional Tax for Convention Center improvements provides for the levy of the Resort Tax on transient rentals of living or sleeping accommodations in the full four percent (4%) authorized under the Act. Payment of Resort Tax Resort Taxes are paid by the person paying rent for the transient rental of living or sleeping accommodations to the person providing such accommodations or by the person paying for the food and/or beverage to the restaurant providing such food and/or beverage. The Resort Taxes are required to be collected by each Operator (as hereinafter defined) at the time the transient rental payment or payment for food and/or beverage is made. Resort Taxes are paid by each Operator to the Chief Financial Officer monthly, or quarterly, if authorized by the Chief Financial Officer for Operators whose Resort Tax 20 1461 of 2461 remittance did not exceed $100.00 the previous quarter. The Chief Financial Officer has not provided such authorization for any Operator. "Operator" means any person operating a hotel, motel, rooming house, apartment house, or restaurant serving food, and any premises licensed by the City to sell beverages, intoxicating liquors or wine in the City, including but not limited to the owner or proprietor of such premises, lessee, sublessee, mortgagee in possession, licensee or any other person otherwise operating such hotel, motel, rooming house, apartment house, restaurant serving food, and any premises licensed by the City to sell beverages, intoxicating liquors or wine. Operators are required to provide the City with records of their sales or rentals, as applicable, and the City is authorized to audit or inspect the records and accounts of Operators. Based on such audit or inspection, the City may correct by credit any overpayment of the Resort Tax and, in the event of a deficiency in payment, may impose an assessment in the amount of such deficiency. The Chief Financial Officer also may estimate the amount of Resort Tax due from any Operator that has not paid Resort Taxes nor made available such Operator's records and accounts; provided, however, that such Operator shall be entitled to a hearing relating to the Resort Taxes determined by the Chief Financial Officer to be due and unpaid. Operators also are entitled to a refund of any Resort Taxes, or interest or penalty thereon, that it can demonstrate were overpaid for any reason. Upon annual renewal or reissuance of its business license, as a condition of such renewal or reissuance, each business subject to payment of the Resort Tax shall provide evidence of payment of all Resort Taxes and applicable penalties, interest and other charges. The total receipts from the Resort Tax levy are required to be kept and maintained in a separate fund of the City. In no event are Resort Tax Revenues allowed to be transferred to the City's general fund. Penalties for Nonpa- ment Whenever any Operator has been delinquent by more than thirty (30) days in the remittance to the City of the Resort Tax, the Chief Financial Officer may require the Operator to escrow Resort Tax collections on a daily basis, or such other basis as the Chief Financial Officer deems appropriate, through the use of a depository receipt system or escrow account with any national or state bank located in the County. If any Operator fails to deposit Resort Tax funds through a depository receipt system or escrow account required by the Chief Financial Officer, or if any Operator fails to pay Resort Taxes to the City when due, then, in addition to the liability imposed upon the Operator, all responsible officers of such Operator shall be liable for the payment of the Resort Tax and all penalties and interest which shall accrue thereon. The liability of each such responsible officer shall be joint and several with the liability of the Operator and of each other responsible officer of the Operator. In addition, delinquent Resort Taxes shall constitute a lien upon the property, real and personal, of each responsible officer of the Operator as if such officer were the Operator. Also, see "THE RESORT TAX - Liens for Nonpayment" herein. Any Operator who fails to remit any Resort Tax within the time required shall pay a penalty of ten percent (10%) of the amount of the Resort Tax, in addition to payment of the Resort Tax. Any Operator who fails to remit the Resort Tax on or before the thirtieth (30th) day following the date on which the Resort Tax first became delinquent shall pay a second delinquency penalty of ten percent (10%) of the amount of the Resort Tax, in addition to payment of the Resort Tax and the ten percent (10%) penalty first imposed. An additional penalty of ten percent (10%) of the amount of the Resort Tax shall be paid for each additional 30-day period or part thereof during which the Resort Tax shall be delinquent, provided that the total penalty imposed shall not exceed fifty percent (50%) of the original amount of the Resort Tax. If the Chief Financial Officer determines that nonpayment of any Resort Tax is due to fraud, a penalty of fifty percent (50%) of the amount of the Resort Tax shall be added to the amount due, in addition to the amount of any penalties due as a result of nonpayment. Further, in addition to the penalties 2l 1462 of 2461 imposed for nonpayment, any Operator who fails to remit any Resort Tax is required to pay interest at the highest legal rate of interest permitted by law on the amount of the Resort Tax due, exclusive of penalties, from the date on which the Resort Tax first became delinquent until paid. All penalties imposed on any delinquent Resort Taxes, and interest on such delinquent amount, shall become a part of the Resort Taxes required to be paid. In addition, violations of the provisions requiring the payment of Resort Taxes may result in prosecution of the violators and/or revocation or suspension of the business tax receipt or certificate of use of the Operator. Liens for Nonpayment If any Operator neglects or refuses to pay Resort Taxes after such taxes are due, and demand for the payment of such taxes has been made upon the Operator, the amount, including the maximum rate of interest allowable by law and the amount of any penalty for nonpayment, together with any costs of collection that may accrue, shall constitute a lien in favor of the City upon all property and rights to property, whether real or personal, of such Operator. Until fully paid and discharged, such lien shall be imposed as a special assessment lien against the subject property and shall remain a lien equal in rank and dignity with the lien of ad valorem taxes, superior in rank and dignity to all other liens, encumbrances, titles and claims in, to or against the subject property. The lien shall continue in full force and effect until liability for the amount of the delinquent Resort Taxes and other charges is satisfied or becomes unenforceable by reason of lapse of time. The Chief Financial Officer or his authorized deputy may issue a notice of lien and cause such notice to be recorded with the clerk of the circuit court. Such lien shall secure the Resort Taxes and other charges due as of the date of its filing, together with such further Resort Taxes as may become delinquent prior to the time the lien shall be released by the Chief Financial Officer. Upon recording, the amount stated in the notice of lien shall become a perfected lien upon the delinquent Operator's real property. The notice of lien shall also perfect a lien upon any personal property of the Operator located within the County after service of a copy of the notice has been made upon any person having custody or possession of any personal property of the Operator. Thereafter, such person shall be liable to the City if such person fails to hold the property for the use and benefit of the City, pending foreclosure of the lien. Also, see "THE RESORT TAX - Penalties for Nonpayment" herein for a description of the lien that may be imposed upon the property of a responsible officer of the Operator for the failure or refusal of the Operator to pay Resort Taxes. Exemptions from Resort Tax Notwithstanding the foregoing, Resort Taxes are not required to be paid by: (1) Federal, state or city governments or any agency thereof. (2) Any nonprofit religious, nonprofit educational or nonprofit charitable institutions when engaged in carrying on the customary nonprofit religious, nonprofit educational or nonprofit charitable activities. (3) Any rents paid by a permanent resident on such resident's permanent place of abode, provided that no permanent resident shall be permitted to have more than one (1) exemption during the same period of time. No Resort Tax shall be imposed on any rents paid by a lessee, or the individual occupant with a written lease for a term longer than six (6) months, provided that the lessee, or the individual occupant authorized by the lease to occupy the premises, actually occupies the premises on a continuous basis for longer than six (6) months. Resort Taxes shall be imposed on any rents paid by a lessee or individual 22 1463 of 2461 occupant during the first six (6) months of the occupancy term, unless there is a written lease for a period longer than six (6) months, and provided that the lessee, or the individual occupant authorized by the lease to occupy the premises, actually occupies the premises on a continuous basis for longer than six (6) months. (4) School lunches served to students and teachers and all hospital meals and rooms. (5) All premises and all transactions exempted under the provisions of Section 212.03, Florida Statutes, as amended. Such provision provides exemptions for rentals that exceed six (6) months, as well as: (a) full-time students enrolled in an institution offering postsecondary education; (b) military personnel currently on active duty who reside in hotels, apartment houses, rooming houses, tourist or trailer camps, mobile home parks recreational vehicle parks, condominiums or timeshare resorts; (c) persons who reside in any building or group of buildings intended primarily for lease or rent to persons as their permanent or principal place of residence; (d) facilities for which the owner has made a verified declaration on a form prescribed by the Department of Revenue of the State that more than one-half ('/z) of the total rental units available are occupied by tenants who have a continuous residence in excess of three (3) months; and (e) living accommodations in migrant labor camps (defined as buildings or structures, tents, trailers, vehicles or any portion thereof, together with the land appertaining thereto, established, operated or used as living quarters for seasonal, temporary or migrant workers). (6) Any transaction involving rent or a sales price of less than $0.50. Miami Beach Visitor and Convention Authority Pursuant to ordinances of the City, as codified in Chapter 102, Article IV, of the City Code, the City created a tourist development authority, known as the Miami Beach Visitor and Convention Authority (the "Authority") to take all necessary and proper action to promote the tourist industry for the City. In accordance with the City Code, the City is required to allocate and appropriate to the Authority five percent (5%) of the Resort Taxes collected by the City (excluding, however, any portion of the Additional Tax), net of a collection fee to the City of four percent (4%) of such Resort Taxes collected. However, pursuant to the provisions of the City Charter, the City's obligation to allocate and appropriate five percent (5%) of the Resort Tax collections described in the preceding sentence to the Authority shall be junior and subordinate in all respects to any and all obligations of the City under the Bond Resolution, including the Series 2026 Bonds, or any other ordinances and resolutions pursuant to which the City issues bonds or other indebtedness secured by the Resort Tax. Summary Statement of Revenues and Expenditures [ALL INFORMATION IN THIS SECTION SHALL BE UPDATED] 23 1464 of 2461 Set forth below is a summary of Resort Tax Revenues by source for Fiscal Years 2011 through 2015 and projected for Fiscal Year 2016. Resort Tax Revenues By Source Fiscal Year Ended September 30 Fiscal Year Ending Source of Resort (Unaudited) September 30 Tax Revenues 20111 20121" 2013"' 2014"' 2015'' 2016'3' 3% on Transient Rentals $26,952,453 $29,616,708 $33,367,131 $35,315,559 $38,679,345 $39,839,725 1% Additional Tax _ _ _ _ — 11,066,590 on Transient Rentals 2% on Food and 21,821,438 24,303,459 25,250,861 26,444,959 28,683,655 30,189,083 Beverages Total $48,773,891 $53,920,167 $58,617,992 $61,760,S18 $67,363,000 $j8 095,398 Source: City of Miami Beach, Florida Department of Finance. (1) Based on actual, audited amounts for the period indicated. (2) Represents projected amounts, based on projections of the City from actual collections as of June 30, 2015. (3) Represents projected amounts, based on actual amounts collected to date for Fiscal Year 2015, plus the amount projected to be collected from the Additional Tax of one percent (l %) for Convention Center improvements, prorated for the ten (10) month period such Additional Tax will be collected for Fiscal Year 2016. See "THE RESORT TAX - General" herein. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 24 1465 of 2461 A summary of historical and current comparative financial information of the City's Resort Tax Fund is presented below. Statement of Revenues, Expenditures and Changes in Fund Balances of the Resort Tax Fund Revenues: Resort Taxes Interest Special assessment' Other Total Revenues Expenditures: General government Culture and recreation Capital outlay Interest and fiscal charges Total Expenditures Excess of revenues over expenditures Transfers out Net change in fund balances Fund balances - beginning of year Fund balances - end of year Fiscal Year Ended September 30, (Unaudited) 2011"' 2012"' 2013"' 2014"' 2015") $48,773,891 119,568 721,440 13.176 49,628,075 1,068.652 7,305,908 -0- -0- 8,374,560 $53,920,167 83,162 662,091 8.557 54,673,977 1,160,882 10,080,318 -0- -0- 11,241,200 $58,617,992 92,897 724,469 7.693 59,443,051 1,070,627 10,539,292 -0- -0- 11,609,919 $61,760,518 109,636 620,616 13.067 62,503,837 1,097,907 11,417,173 -0- 633 12,515,713 $67,363,000 64,360 272,478 10.924 67,710,762 1,410,000 15,012,800 162,060 1.239 16,586,099 41,253,515 43,432,777 47,833,132 49,988,124 51,124,663 (39,585,950) (38,063,307) (43,319,057) (50,392,830) 1,667,565 5,369,470 4,514,075 (404,706) 8,440,145 10,107,710 15,477,180 19,991,255 $10,107,710 $15,477,180 $19,991,255 $ l 9,586,549 (49,113,000) 2,011,663 19,586,549 $21,598,212 (1) Source: Comprehensive Annual Financial Report of the City of Miami Beach, Florida for Fiscal Years ended September 30, 2011 through September 30, 2014. (2) Source: City of Miami Beach, Florida, Department of Finance. Represents unaudited actual totals and is subject to year-end adjustments. (3) Represents payments made by property owners of Allison Island and Lincoln Road to reimburse the City for capital improvements installed by the City for the benefit of such property owners. Such property owners have been assessed their proportionate share of the cost of the improvements. Payment of the special assessments are deposited by the City into the Resort Tax Fund. However, the special assessment payments do not constitute Resort Tax Revenues under the Bond Resolution. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 25 1466 of 2461 Historical and Projected Debt Service Coverage The information in the following table sets forth the historical and projected collection of Resort Tax Revenues, Maximum Annual Debt Service for the Series 2026 Bonds and coverage provided, or projected to be provided, by the Resort Tax Revenues. Resort Tax Revenues, Debt Service and Debt Service Coverage Coverage on Maximum Annual Maximum Annual Fiscal Resort Tax Debt Service on Debt Service for Year Revenues Series 2026 Bonds'" Series 2026 Bonds"' 2011 $48,773,891 $12,496,250 3.90x 2012 53,920,167 12,496,250 4.31 2013 58,617,992 12,496,250 4.69 2014 61,760,518 12,496,250 4.94 20151" 67,363,000 12,496,250 5.39 20161" 81,095,398 12,496,250 6.49 2017`' 83,308,716 12,496,250 6.67 2018"' 83,308,716 12,496,250 6.67 2019`" 83,308,716 12,496,250 6.67 20201" 83,308,716 12,496,250 6.67 Source: City of Miami Beach Finance Department. (1) Represents the Maximum Annual Debt Service on the Series 2026 Bonds, assuming an aggregate principal amount of $192,950,000, a final maturity of September 1, 2045, and a true interest cost of 3.990% per annum. The assumed Maximum Annual Debt Service on the Series 2026 Bonds is included in the historical years solely for purposes of showing the amount of coverage that would have been available if the Series 2026 Bonds had been issued prior to Fiscal Year 2011. The assumed Maximum Annual Debt Service occurs in Fiscal Year 2043. All amounts are preliminary, subject to change. (2) Represents total, unaudited, Resort Tax Revenues of $49,603,676 for the nine (9) month period beginning October 1, 2014 and ended June 30, 2015, plus total, estimated and unaudited Resort Tax Revenues of $17,759,324 for the three (3) month period beginning July 1, 2015 and ended September 30, 2015. (3) Represents projected amounts, based on actual amounts collected to date for Fiscal Year 2015, plus the amount projected to be collected from the Additional Tax of one percent (1 %) for Convention Center improvements, prorated in Fiscal Year 2016 for the ten (10) month period such Additional Tax will be collected for Fiscal Year 2016. See "THE RESORT TAX - General" herein. Amounts presented assume no growth in Resort Tax Revenues from the amounts projected for Fiscal Year 2016. However, the actual annual increase in Resort Tax Revenues from Fiscal Year 2011 to Fiscal Year 2015 averaged approximately 8.42%, with the largest increase of approximately 10.55% occurring from Fiscal Year 2011 to Fiscal Year 2012 and the smallest increase of approximately 5.36% occurring from Fiscal Year 2013 to 2014. Also, see "THE RESORT TAX - Future Developments" herein. 26 1467 of 2461 Recent Developments [ALL INFORMATION IN THIS SECTION SHALL BE UPDATED] The City has experienced significant growth in economic activity in recent years. The number of building permits issued for Fiscal Year 2015 increased to 14,396, from 13,972 in Fiscal Year 2014. In Fiscal Year 2007 building permits totaled 12,644. Prior to the economic downturn, Fiscal Year 2007 experienced the highest number of building permits ever issued in the City. Building permits issued since Fiscal Year 2013, however, have exceeded the peak number of permits issued at the previous height of building activity in the City in Fiscal Year 2007. For more detailed information relating to building permit activity in the City, see the section captioned "BUILDING PERMITS" in "APPENDIX A - General Information and Economic Data Regarding the City of Miami Beach, Florida and Miami -Dade County, Florida." Included among the building activity in the City is the development of new hotels. Set forth below is a list of the new hotels recently opened in the City or scheduled to open during the current Fiscal Year, the month such hotels opened or are scheduled to open and the number of rooms to be added to the City's hotel room inventory. Total hotel room inventory in the City was determined to be 17,751 in Fiscal Year 2014. Since calendar year 2011, occupancy rates in the City's hotels have been consistently above seventy percent (70%), with seventy-seven percent (77%) of the City's hotel rooms occupied during calendar year 2014. Room rates averaged $252.00 per night, with revenue per rooms available totaling $194.00 per night, for calendar year 2014. New Hotel Developments Number of Name of Hotel Opening Date Rooms Available Thompson Miami Beach March 2015 380 1 Hotels and Residences April 2015 426 AC Hotels by Marriott June 2015 150 The Angler's Boutique Hotel June 2015 45 Hyatt Centric South Beach June 2015 105 Aloft Hotel South Beach June 2015 235 The Hall South Beach October 2015 163 Faena Hotel December 2015 169 Berkeley Hotel December 2015 110 TOTAL - 2015 1,783 Hilton Garden Inn Miami South Beach January 2016 96 Residence Inn January 2016 116 Jade Hotel June 2016 70 TOTAL - 2016 282 TOTAL NEW HOTEL SUPPLY 2.065 Source: City of Miami Beach Planning Department. 27 1468 of 2461 Future Developments The City has contracted with a major developer to construct a Miami Beach Convention Center headquarters hotel (the "Convention Center Hotel") adjacent to the Convention Center. The Convention Center Hotel is in the early stages of construction and is being built on public land at the comer of 1 T" Street and Convention Center Drive, directly behind the Fillmore Miami Beach at the Jackie Gleason Theater. The Convention Center Hotel is currently anticipated to be completed . When complete, the Convention Center Hotel will be an eight hundred (800) room, thirty (30) story, up -scale facility that will connect directly to the Convention Center. Since the land on which the Convention Center Hotel is being built constitutes public land, the developer was required to enter into a long-term ground lease with the City, which provides conditions for the hotel development. Significant increases in Resort Tax Revenues are expected to result from the construction and operation of the Convention Center Hotel. Such construction and operation is expected to occur as planned. However, no assurance can be given that current plans will be achieved in the manner and/or time period contemplated, or that when completed, the Convention Center Hotel will produce the positive economic impact it is expected to generate. [ADDITIONAL INFORMATION MAY BE PROVIDED] INVESTMENT CONSIDERATIONS General The City's ability to receive Resort Tax Revenues in amounts sufficient to pay all of its obligations, including, without limitation, debt service on the Series 2026 Bonds, depends upon numerous considerations, a substantial number of which are not within the control of the City. The following discussion provides information relating to certain considerations that could affect future payments of the principal of and interest on the Series 2026 Bonds. The order in which the following information is presented is not intended to reflect the relative importance of the considerations discussed. The following information is not, and is not intended to be, an exhaustive list of the considerations which should be weighed by an investor seeking to determine whether to purchase Series 2026 Bonds and such information should be read in conjunction with all of the other sections of this Official Statement, including its appendices. Prospective purchasers of the Series 2026 Bonds should carefully analyze the information contained in this Official Statement, including its appendices (and including the additional information contained in the form of the entire documents referenced or summarized herein), for a more complete description of the investment considerations relevant to purchasing the Series 2026 Bonds. Copies of any documents referenced or summarized in this Official Statement are available from the City. See "INTRODUCTION" herein. Also, see "RISK FACTORS" herein for a description of certain risks that should be considered in connection with any decision to purchase Series 2026 Bonds. Notwithstanding the foregoing, the impact to the City from any of the investment considerations described herein will not affect the obligation of the City to levy and collect Resort Taxes or to make timely deposits from such levy and collection of the amounts required to be deposited into the funds and accounts created under the Original Resolution to secure the payment of debt service on the Series 2026 Bonds. Sec "SECURITY AND SOURCES OF PAYMENT" herein. 28 1469 of 2461 Infectious Disease Outbreak The outbreak of COVID-19 in the United States in early calendar year 2020 affected travel, commerce and financial markets globally. In response, the City undertook certain cost reduction strategies to offset potential or projected shortfalls in Resort Tax Revenues to lessen the impact of COVID-19. Also, pursuant to the Coronavirus Aid, Relief, and Economic Security ("CARES") Act, the City received a one- time award of $41.1 million in reimbursements for unbudgeted General Fund expenditures incurred in response to COVID-19. In addition, pursuant to the American Rescue Plan Act of 2021 ("ARPA"), the City received a one-time award of approximately $23.6 million to address revenue shortfalls attributable to COVID-19. All of such funds have been spent by the City to cover increased financial obligations caused by the impacts of COVID-19. As a result, although Resort Tax Revenues decreased, no materially negative effect on the required use of such revenues resulted from the impacts of COVID-19. While the cost reduction strategies, and the CARES Act and ARPA funding described above helped the City address certain anticipated negative impacts of COVID-19, and many of the effects of the COVID- 19 pandemic were temporary, the pandemic altered the behavior of businesses and people in a manner that adversely affected global and local economies after pandemic generated restrictions were lifted. Similar or even greater effects could result from an outbreak of some other contagious disease, epidemic or pandemic. No assurance can be given that the changes produced by the outbreak of COVID-19, to the extent any negative impact continues, or an outbreak of some other contagious disease, epidemic or pandemic, will not materially adversely affect the ability of the City to collect Resort Tax Revenues in the amounts currently anticipated, which could have an adverse impact on the payment of debt service on the Series 2026 Bonds. Climate Change The State of Florida is naturally susceptible to the effects of extreme weather events and natural disasters, including floods, droughts and hurricanes. The occurrence of such events and natural disasters can produce significant negative ecological, environmental and economic impacts. 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 levels and for 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 property and other tax revenues. In addition, many residents, businesses and governmental operations could be severely disabled for significant periods of time or displaced, and the City 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. Consequently, advanced emergency management procedures and more stringent construction codes were implemented by the County and the State to reduce risks from hurricanes and flooding. In the City, since elevation is higher on the east side of the City, capital projects designed to reduce the negative impacts of sea level rise and to control flooding have been prioritized so that the installation of improvements designed to address the impact of climate change are initially concentrated on the west side of the City. In addition, to address issues related 29 1470 of 2461 to climate change, the City developed three (3) areas of concentration: (i) accessing the best available science and engineering; (ii) addressing critical public infrastructure needs of the more vulnerable areas, while taking a deliberate and measured look at longer term strategies that reduce flood risks; and (iii) addressing private infrastructure through land use changes and guidance that reduces flood risks for historic and private property. The City also completed a vulnerability assessment of public assets to identify and prioritize vulnerable assets and develop flexible and responsive adaptations and mitigation measures. More detailed information concerning the City's climate change assessments, strategies and initiatives is provided on the City's Rising Above web page at: http://www.mbrisingabove.com/. Science and Engineering The City conducts infrastructure planning and land use changes based on scientific studies and information most applicable to the City concerning sea level rise and flood projections, along with local tidal and rainfall gauges. The City participates in the Southeast Florida Regional Climate Change Compact (the "Compact") and works regionally to collaborate on climate change issues, including sea level rise. The City has adopted the Compact's Unified Sea Level Rise Projection for Southeast Florida and uses such projection when planning, designing and constructing capital projects. The City also relies upon the climate change strategies described in the Compact's Regional Climate Action Plan. The Compact's Regional Climate Action Plan may be viewed on the Compact's website at: http://southeastfloridaclimatecompact.org/. The City also was selected by the Rockefeller Foundation as part of its 100 Resilient Cities initiative to create a resilience strategy with the County and the City of Miami in a unique partnership, referred to as the Greater Miami and the Beaches partnership. The partnership's focus is the development of strategies and initiatives to reduce climate change risks. The partnership's resilience strategy was adopted in July 2019 and many initiatives have been implemented. In 2019, as the 100 Resilient Cities initiative came to a close, member cities and Chief Resilience Officers spearheaded the next phase of the initiative, which led to its transition into the Resilient Cities network. The City continues to work closely with the Resilient Cities network to plan measures designed to alleviate the shocks and stresses generated by the effects of climate change. Public Infrastructure One of the most critical natural defenses against storm surge and certain negative impacts of climate change is the County's renourished beaches and extensive coastal dune system on the east side of the City. Such beaches and coastal dune system serve as a vital buffer between coastal infrastructure and the impacts of wave action and surge during storm events. The United States Army Corps of Engineers (the "USAGE") leads beach renourishment efforts with the County as the local sponsor. The City participates in stakeholder meetings and assists with facilitating logistics for renourishment. The USACE 50-year plan for beach renourishment was signed in 2022. For information concerning such plan, see: https•//www.sai.usace.army.mil/MiamiDadeCSRM/. The most recent beach renourishment was completed in 2023 at an estimated cost of $40,468,000. The County is working with the USACE to secure funding for the next renourishment project. The County has completed recent erosion assessments in the area and to complete a full survey and report in connection with its next request for continued renourishment funding. The USACE is also leading the preparation of a Miami -Dade County Back Bay Coastal Storm Risk Management Feasibility Study. Areas in the City are being focused on for non-structural improvements, 30 1471 of 2461 such as building elevation and the flood proofing of critical infrastructure. Such alternatives are intended to incorporate protections to combat storm surge and sea level rise. The City implements the dune management plan, which includes active vegetation management to stabilize and grow the dune system (which reaches eighteen (18) feet at its highest point and nearly ten (10) feet on average). The City was awarded a $1.3 million Resilient Florida grant to help maintain the dune system and allocates $290,000 annually for dune management projects. The City has operated in an aggressive manner to address the critical infrastructure needs of some of the more vulnerable areas of the City. The City has developed long-term programs and strategies for more public infrastructure improvements and has completed several major studies to facilitate such development and implementation. The City is also elevating seawalls it owns and integrating nature -based shorelines, when feasible, further fortifying resilience and improving environmental resources. In addition, the City recently updated its 2017 Vulnerability Assessment and Adaptation Plan through a Resilient Florida grant to consider additional sea level rise scenarios, adding critical community facilities and evaluating compound flooding. The Vulnerability Assessment was adopted by the City Commission in 2024. To accompany the Vulnerability Assessment, the City developed a draft Sea Level Rise Adaptation Plan, which is nearly complete and in the legislative approval process. The update positively influences the City's climate change and resiliency investments. The current stormwater program for the City includes a total of eighty-three (83) proposed pump stations, of which forty-eight (48) have been constructed and are in operation. The City also continues to use twenty-three (23) older generation pump stations that were built during a previous stormwater infrastructure program. Such older generation pump stations supplement the City's current resilience and flood mitigation program as new pump stations are being designed and constructed. Among other sources of funding, in calendar years 2015 and 2017, the City issued $100 million of Stormwater Revenue Bonds and in calendar year 2017, $85 million of Water and Sewer Revenue Bonds to implement infrastructure projects that will aid in the fight against the negative impacts of climate change. In 2018, the electors of the City approved the issuance of various series of general obligation bonds; approximately $200 million of such bonds are expected to be used to fund infrastructure projects that also will aid in the fight against the negative impacts of climate change. hi addition, the City expects to utilize approximately $100 million in tax increment revenue from the County to fund infrastructure projects for sea level rise mitigation. The City is preparing, together with a consulting engineering firm retained for such purpose, an integrated water management plan that will establish a strategy and schedule for the implementation during the next five (5) to ten (10) years of infrastructure improvements designed to alleviate or prevent negative impacts expected to result from climate change. Recent improvements to the City's stormwater system have significantly increased the system's pipe and pumping capacity, enabling the system to handle more intense rainfall in some areas. In addition, roads have been elevated in the lowest lying areas of the City. As a result of such improvements, the City has avoided numerous tidal flooding incidents in recent years. Private Property Efforts have been made to increase resilience for private property as well as to reduce the risk of damage to historic properties. The City adopted the Resilience Code in 2023, replacing the former zoning code, to further address climate adaptation and resilience. The Resilience Code incorporates numerous land use code amendments adopted over the last few years in response to concerns emanating from the potential impact of climate change. Included among the measures adopted are the establishment of (i) a requirement for new homes to be built one (1) to five (5) feet higher than the Federal Emergency Management City ("FEMA") requirement; (ii) a minimum FEMA freeboard requirement for new construction and significant 1472 of 2461 renovations throughout the City; (iii) sea level rise and resilience review criteria for use by land use boards in the City; (iv) an increase in allowable height of commercial property to provide additional ground floor height for future elevation of the first floor; (v) an increase in the elevation required for seawalls in the City; (vi) an increase in required green space, with more setbacks for increased water permeability; and (vii) an increase in the elevation required for certain land areas. Among other actions taken to increase resilience for private property, the City recently implemented its private property adaptation program (the "PPA Program"). The PPA Program offers up to $20,000 in matching funds for property owners that want to conduct flood risk assessments and undertake flood mitigation projects. To provide access to all property owners in the City, regardless of economic status, the PPA Program waives the matching cost requirement for eligible projects for low to moderate income property owners. Projects may include backflow prevention, mechanical and electrical flood protection, wet and dry floodproofing and green infrastructure. The City also adopted Buoyant City design guidelines for historic districts, anticipating the need of certain structures to elevate and adapt in place. 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 scientific understanding of climate change and its effects continues to evolve. In the fourth quarter of 2024, the Compact undertook a review of its 2019 Regionally Unified Sea Level Rise Projection vis-a-vis updates from the National Oceanic and Atmospheric Administration's 2022 Sea Level Rise Technical Report, as well as observational trends in the sea level in the region. Based on the review, the Compact provided a 2024 statement as guidance for the continued use of the 2019 Regionally Unified Projection in Southeast Florida as a basis for resilience planning, design, and construction. The City continues to plan infrastructure improvements to reduce the risks from sea level rise and other adverse effects of climate change (e.g., the occurrence and frequency of 100-year storm events, hurricanes, and king tides). However, the City cannot predict the exact timing or precise magnitude of the adverse economic effects that may result from a severe weather event or the impacts of climate change, 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 2026 Bonds. While the effects of climate change may be mitigated by the City's past and future investment in adaptation strategies, the City can give no assurance about the net effects of those strategies and whether the City will be required to take additional adaptive mitigation measures. If necessary, such additional measures could require significant capital resources in excess of the resources already contemplated by the City to be spent on adaptation strategies. Cybersecurity Computer networks and systems used for information transmission and collection are vital to the efficient operations of the City. City systems provide support to departmental operations and constituent services by collecting and storing sensitive information, including intellectual property, security information, proprietary business process information, information regarding suppliers and business partners, and personally identifiable information of customers, constituents and employees (collectively, "Computer Information"). The secure processing, maintenance and transmission of Computer Information is critical to effective departmental operations and the appropriate provision of citizen services. Increasingly, governmental entities are being targeted by cyber-attacks seeking to obtain Computer Information or disrupt critical services. A rapidly changing cyber risk landscape may introduce new vulnerabilities that attackers and hackers can exploit in their efforts to effect breaches or service disruptions. Employee error and/or malfeasance may also contribute to a loss of Computer Information or other system disruptions. 32 1473 of 2461 Protocols A successful cybersecurity approach has multiple layers of protection spread across the computers, networks, programs, and Computer Information that is to be protected. The City endeavors to integrate its employees, computer processes, and technology to create an effective defense against cyber-attacks. The City currently utilizes a global research and advisory firm that specializes in providing technology and computer system consultation to guide the development and growth of its cybersecurity protections. For its core infrastructure, the City relies on, among other protections, a combination of industry leading, enterprise grade firewalls, network access controls, intrusion detection systems, email and web filtering, advanced traffic analysis, endpoint protections, encryption, and digital rights management. There is proactive monitoring of internal and external systems, with real time monitoring solutions and the use of computer security best practices. The City provides yearly mandated security training for all City staff, ongoing instruction and certifications for technical staff, and participation in industry acknowledged educational conferences and training. The City reviews its cybersecurity protocols on an ongoing basis to stay abreast of emerging and effective procedures and measures. Threat Response The City can respond to cybersecurity threats in many ways, depending on the severity and mode of attack. The City has internal internet technology staff that it can use to respond to a cybersecurity threat, including, without limitation, network administrators, database administrators, system administrators and analysts and field technicians. Additionally, the City has internet security vendors on retainer to provide industry expertise that can be quickly accessed to respond to and remedy a cybersecurity incident. Budgetary funds are also available to secure the services of other professional consultants to respond to a cybersecurity incident, if needed. The City's Security Operations Center monitors computer and network logs for cybersecurity issues, constantly scanning infrastructure for vulnerabilities. In addition, the City has other systems to monitor inbound and outbound traffic and to respond automatically with counter measures when cybersecurity abnormalities occur. The City regularly refines and seeks to improve its cybersecurity risk management policies and procedures and regularly trains employees to comply with cybersecurity regulatory requirements. It also maintains cyber risk insurance to help mitigate its exposure to security attacks that are known to cripple an organization's technology system and/or fraudulently confiscate funds. While City cybersecurity and operational safeguards are periodically tested, no assurances can be given that such measures will ensure protection against all cybersecurity threats or attacks. Cybersecurity breaches could damage or compromise the City's computer network and the confidentiality, integrity, or availability of the City's computer system or the Computer Information. The potential disruption, access, modification, disclosure or destruction of Computer Information could result in the interruption of City commerce, the initiation of legal claims or proceedings, .liability under laws that protect the privacy of personal information, regulatory penalties, and the loss of confidence in City functions, which could adversely affect City revenues or cause a material disruption in the City's operations or the appropriate provision of City services. The costs of remedying any such damage or protecting against future attacks could be substantial and in excess of the maximum amount of the City's cyber risk insurance policy. Further, the litigation to which the City could be exposed following a cybersecurity breach could be significant, which could cause the City to incur material costs related to such legal claims or proceedings. 1474 of 2461 RISK FACTORS General The following is intended only as a summary of certain risk factors accompanying an investment in the Series 2026 Bonds and is not intended to be exhaustive of all potential risks. In order to allow potential investors to identify risk factors and make an informed investment decision, a potential investor should be thoroughly familiar with this entire Official Statement and the appendices hereto and should have accessed whatever additional financial and other information it has deemed necessary to make its decision to invest in the Series 2026 Bonds. The City's ability to collect Resort Tax Revenues in amounts sufficient to satisfy the Annual Debt Service Requirement for the Series 2026 Bonds depends upon numerous factors, most of which are not within the control of the City. Further, additional and as -yet -unforeseeable circumstances may develop that may negatively affect the ability of the City to collect Resort Tax Revenues in an amount sufficient to comply with all of the financial obligations of the City under the Bond Resolution. Purchasers of the Series 2026 Bonds are advised to consult their financial advisors as to the financial implications of investing in the Series 2026 Bonds and their tax advisors as to the tax consequences of purchasing or holding the Series 2026 Bonds. Described below are certain factors that could affect the City or its operations, including the ability of the City to pay principal of and interest on the Series 2026 Bonds. Also, see INVESTMENT CONSIDERATIONS" herein for a description of certain matters that should be considered in connection with any decision to purchase Series 2026 Bonds. Limited Obligation of City Payment from Pledged Funds Onl The ability of the City to make timely payments of the principal of and interest on the Series 2026 Bonds depends upon the ability of the City to collect Resort Tax Revenues which, together with earnings thereon and on amounts held in the funds and accounts created under the Bond Resolution, will be adequate to make such payments. The Series 2026 Bonds are not general obligations supported by the full faith and credit of the City, the County or the State or any political subdivision thereof, but are payable solely from the Pledged Funds. None of the City, the County or the State or any political subdivision thereof, has any obligation or power under the Bond Resolution or under Florida law to levy any taxes in order to pay debt service on the Series 2026 Bonds or to cure any default in any such payments. Limited Replenishment of Deficiencies Except for the Debt Service Reserve Account, there is no fund or account under the Bond Resolution which is required to contain amounts to make up for any deficiencies in the event of one or more defaults by the City in making payments of debt service on the Series 2026 Bonds and no amount will be held in the Debt Service Reserve Account for the benefit of the Series 2026 Bonds. Resort Taxes may be levied only in the manner and amount provided in the Act. See "THE RESORT TAX - General" herein. There is no source from which the Sinking Fund will be replenished, except the Resort Tax Revenues and investment income on moneys in the funds and accounts held under the Bond Resolution. There can be no representation or assurance that the City will realize sufficient Resort Tax Revenues to pay, when due, all required payments of debt service on the Series 2026 Bonds. ,-1 1475 of 2461 Resort Tax Financing Concentration of Revenues Resort Tax Revenues are generated from taxes on the rent of a room or rooms in hotels, motels, rooming houses and apartment houses in the City and on items of food or beverage sold at retail or alcoholic beverages for consumption in restaurants. within the City. See "THE RESORT TAX - General" herein. The occurrence of any event that has a major negative impact on the hotels or restaurants within the City, including, without limitation, natural disasters (such as hurricanes and other major tropical storms to which South Florida is naturally subject), could significantly reduce the Resort Tax Revenues collected by the City which could, in turn, have a material adverse impact on the ability of the City to pay debt service on the Series 2026 Bonds. Competition from Comparable Properties The current development strategy for the City, which will provide the ability for the City to continue the levy and collection of Resort Tax Revenues in the amounts projected, is in competition with other communities located outside the City whose development strategies are designed to attract patrons to their area for transient rentals and restaurant service. In the event that areas outside the City are able to attract a significant number of hotel and restaurant patrons away from the City, the reduction in the use of hotels and restaurants in the City could significantly reduce the Resort Tax Revenues collected by the City which could, in turn, have a material adverse impact on the ability of the City to pay debt service on the Series 2026 Bonds. Decreases in Tourism The amount of Resort Tax Revenues collected historically and expected to be collected in the future to pay debt service on the Series 2026 Bonds is, in part, heavily dependent upon the strength and vitality of tourism in the area. Numerous factors could lead to a significant decrease in tourism, including, without limitation, the economic and political factors described in the immediately succeeding paragraph or natural disasters which cause significant damage to hotels and restaurants within the City (such as hurricanes and other major tropical storms to which South Florida is naturally subject). Any or all of such events could significantly reduce the Resort Tax Revenues collected by the City which could, in turn, have a material adverse impact on the ability of the City to pay debt service on the Series 2026 Bonds. State National and International Economic and Political Factors Certain economic or political developments, such as new downturns in the State, national or international economy, international currency fluctuations, increased national or intemational restrictions on travel or other increased national or international barriers to tourism or trade, could all materially, adversely affect the ability of the City to attract individuals, businesses and organizations to utilize the hotels and restaurants within the City. The reduction in the use of hotels and restaurants in the City could significantly reduce the Resort Tax Revenues collected by the City which could, in turn, have a material adverse impact on the ability of the City to pay debt service on the Series 2026 Bonds. Adverse Legislative Judicial or Administrative Action The State legislature, the courts or an administrative agency with jurisdiction in the matter could enact new laws or regulations or interpret, amend, alter, change or modify the laws or regulations governing the definition, collection or distribution of tax revenues generally, or municipal resort tax 35 1476 of 2461 revenues specifically, in a fashion that would materially, adversely affect the ability of the City to receive Resort Tax Revenues in an amount sufficient to pay debt service on the Series 2026 Bonds. No Feasibility Consultant This Official Statement provides historical information and projections to demonstrate that the City collects, and expects to continue to collect, sufficient Resort Tax Revenues to pay debt service on the Series 2026 Bonds. See "THE RESORT TAX - Historical and Projected Debt Service Coverage" herein. In connection with the issuance of the Series 2026 Bonds, the City determined that it would not engage an independent feasibility consultant to provide an analysis of projected growth in the City or to calculate projected Resort Tax Revenues. As a result, while the City reasonably believes Resort Tax Revenues will be sufficient to satisfy Annual Debt Service Requirements, no forecasts or projections of Resort Tax Revenues, that have been independently verified by a consultant experienced in such matters, are included in this Official Statement. THE CITY General The City was incorporated as a municipal corporation on March 26, 1915 and was created by the Florida Legislature, pursuant to Chapter 7672, Laws of Florida (1917). The City operates under a Commission/City Manager form of government. The City Commission consists of the Mayor and six (6) Commissioners who serve as the policy -making body of the City. The term for the Mayor is two (2) years, with a lifetime term limit of three (3) two-year terms. The term for members of the City Commission is four (4) years, with a lifetime term limit of two (2) four-year terms. City Commission terms are staggered so that not all Commissioners are up for re-election at the same time. On a rotating basis, the City Commission selects one (1) of its members to serve as Vice Mayor for a three-month term. The Mayor, who is the presiding officer at City Commission meetings, may vote on all matters that come before the City Commission, but has no power of veto. The City Commission is responsible, among other things, for passing ordinances, adopting the budget, approving property tax levies and debt secured by the full faith and credit of the City or any of its revenue streams, appointing committees, and hiring the City Manager, the City Attorney and the City Clerk. The City Manager is responsible for carrying out the policies and ordinances of the City Commission, for overseeing the day -today operations of the City, and for appointing the heads of the various departments, with the consent of the City Commission. The City provides a full range of municipal services. These services include police and fire protection, recreational activities, parks, cultural events, sanitation services, water, sewer and stormwater services, public transportation, neighborhood community services, and the construction of and maintenance of streets and infrastructure. For more detailed information about the City, see "APPENDIX A - General Information Regarding the City of Miami Beach, Florida and Miami -Dade County, Florida." Steven Meiner serves as the Mayor of the City. Mayor Meiner was first elected as Mayor on November 7, 2023 and was reelected on November 4, 2025. His current term of office will expire in November 2027. Set forth below is a list of the current members of the City Commission and the expiration of their respective current terms of office: 36 1477 of 2461 Miami Beach, Florida City Commission* City Commission Members Date Term Ends Laura Dominguez, Vice Mayor* November 2029 Tanya K. Bhatt November 2027 Alex J. Fernandez November 2029 Joseph Magazine November 2027 Monica Matteo-Salinas November 2029 David Suarez November 2027 * The term as Vice Mayor of Commissioner Dominguez began on April 1, 2026 and will expire on July 31, 2026. Organization On behalf of the City, all matters relating to the levy and collection of the Resort Tax are managed by the City Manager, an Assistant City Manager and the Chief Financial Officer. Set forth below is a description of such management officials: Eric T. Carpenter, P.E., City Manager. Mr. Carpenter was appointed City Manager for the City in July 2024. As City Manager, Mr. Carpenter leads more than 2,300 city employees and oversees approximately two dozen departments responsible for the operations of the City. Prior to his appointment as City Manager, Mr. Carpenter served as the Director of the Public Works Department from when he joined the City in 2013 until he was promoted to the position of Assistant City Manager in August 2015. He served as Assistant City Manager until his promotion to Deputy City Manager in July 2021, serving in such capacity until being appointed City Manager. Prior to his employment with the City, Mr. Carpenter served as the Director of Public Works for the City of Doral, Florida from 2006 to 2013. Prior to his employment with the City of Doral, Mr. Carpenter worked in the private sector as an engineering consultant in the environmental, stormwater, and geotechnical fields. He has over 28 years of experience in the industry. Mr. Carpenter is an active member of the American Public Works Association, where he has been a member of the Board of Directors, serving as the Executive Board Chairman of the South Florida Branch from 2017 to 2019. He has received numerous awards and accolades and, in 2010, was awarded the Government Engineer of the Year Award by the Miami -Dade County Chapter of the American Society of Civil Engineers. Mr. Carpenter received a Bachelor of Science Degree in Civil Engineering, with a minor in Chemistry, from the University of Maryland. He received his license as a Professional Engineer in Florida in 2004. Maria Hernandez, Assistant City Manager. Ms. Hernandez was appointed the Assistant City Manager in charge of the department responsible for the Convention Center and related development within the City in April 2025. Ms. Hernandez has served in various positions for the City to oversee major economic development projects. Since 2018, she has served as the Program Director for the City's General Obligation Bond Program, where she has coordinated the implementation of $439 million of infrastructure development, involving 57 master projects and numerous subprojects. In November 2022 an additional $159 million in general obligation bond projects to improve facilities for resiliency of arts and culture institutions throughout the City, among other art and cultural projects, were added to her area of responsibility. In 2014, she was appointed Director of the Convention Center District to oversee the 25- acre, $620 million renovation and expansion of the Convention Center, which was the largest capital project in the history of the City, and she currently serves as the liaison for the City in connection with the 37 1478 of 2461 development of the Convention Center Hotel. Prior to serving such roles, commencing in 2010, Ms. Hernandez served as the Senior Capital Projects Coordinator for the City's Capital Improvement Projects Department. Prior to her tenure with the City, Ms. Hernandez spent twenty years working in the private sector in architecture and real estate development. Ms. Hernandez received a Bachelor of Arts Degree in Architecture from the University of Miami and a Master of Arts in Building Design from Columbia University. She is a registered architect in Florida and a LEED accredited professional. Jason D. Greene, Chief Financial Officer. Mr. Greene was appointed Chief Financial Officer for the City in February 2023. Prior to accepting his position as Chief Financial Officer, Mr. Greene served as the Assistant Town Manager/Chief Financial Officer for the Town of Surfside from May 2020 to December 2022, where he also served as Acting Town Manager from July 2020 through November 2020. Mr. Greene also served as the Director of Finance for the Town of Surfside from July 2019 to May 2020. Prior to his positions with the Town of Surfside, Mr. Greene served as the Financial Controls and Budget Manager for the Miami -Dade County Expressway Authority from June 2003 to July 2019, where he also served as Controller and Capital Assets Manager. Prior to his positions in the public sector, from 1998 to 2003, Mr. Greene served as the Programs Controls Manager and as a consulting engineer for several private engineering and financial consulting firms responsible for implementing or overseeing large public infrastructure improvement programs, with an emphasis on civil/environmental engineering and capital improvement project management. Mr. Greene is a member of and has served on Boards and Committees for the national Government Financial Officers Association (GFOA). He is currently serving on the GFOA Executive Board and is an active member of numerous other professional organizations and associations. He has obtained Certified Government Finance Officer (CGFO), Certified Fraud Examiner (CFE), Certified Public Funds Investment Manager (CPFIM), and Certified Internal Controls Auditor (CICA) certifications. Mr. Greene received a Bachelor of Science Degree in Environmental Toxicology, a Master of Science Degree in Civil Engineering, and a Master Degree in Business Administration, each from the University of Miami. For more detailed information relating to the City, see "APPENDIX A - General Information and Economic Data Regarding the City of Miami Beach, Florida and Miami -Dade County, Florida." PENSION AND OTHER POST EMPLOYMENT BENEFITS [ENTIRE SECTION TO BE UPDATED, AS NEEDED] Defined Benefit Plans The City provides separate defined benefit pension plans for general employees of the City and for the City's police and fire department personnel. Employees' Retirement Plan Plan Description. All full-time employees of the City who work more than thirty (30) hours per week and hold classified and unclassified positions, except for police officers and firefighters and persons who elected to join the defined contribution retirement plan sponsored by the City, arc covered by the Miami Beach Employees' Retirement Plan (the "Employee Plan"). A classified employee and/or an unclassified employee is any person employed by the City on a regular basis who receives compensation from the City for personal services and who is within a group or classification of employees designated by the Board of Trustees of the Employee Plan as eligible for membership in the Employee Plan. The Employee Plan is a single employer defined benefit pension plan that was established by the City Commission under Ordinance number 2006-3504. Effective on March 18, 2006, the Employee Plan was 38 1479 of 2461 created under and by the authority of Chapter 18691, Laws of Florida, Act of 1937, as amended, by merging the Retirement System for General Employees of the City of Miami Beach, created by the City Commission pursuant to Ordinance number 1901, with the Retirement System for Unclassified Employees and Elected Officials of the City of Miami Beach, created by the City Commission pursuant to Ordinance number 88-2603, as amended. All full-time classified and unclassified employees of the City, except those who joined the City's defined contribution plan, must participate in the Employee Plan. See "PENSION AND OTHER POST EMPLOYMENT BENEFITS - Other Retirement and Compensation Plans" herein. Membership in the Employee Plan consisted of the following as of October 1, 2021, the date of the latest accrual valuation: Employee Plan Membership Inactive plan members and beneficiaries currently receiving benefits 1,124 Inactive plan members entitled to benefits but not yet receiving them 211 * Active plan members Total members 1,185 2,520 Source: City of Miami Beach, Florida Annual Comprehensive Financial Report for the Fiscal Year ended September 30, 2022. Includes members of the Employee Plan who are enrolled in DROP (as hereinafter defined). Plan Benefits. The Employee Plan provides retirement benefits as well as death and disability benefits at three (3) different tiers, depending on (i) whether an employee is a member of one of the unions representing employees of the City, (ii) which union the employee is a member of and (iii) when the employee entered the Employee Plan. The first tier membership of the Employee Plan (the "Employee Plan First Tier") includes any employee who became a member of the Employee Plan prior to the dates which constitute the Employee Plan Second Tier. The second tier membership of the Employee Plan (the "Employee Plan Second Tier") includes any employee who became a member of the Employee Plan on or after (i) April 30, 1993 (but prior to September 30, 2010) for members of the American Federation of State, County and Municipal Employees ("AFSCME") bargaining unit; (ii) August 1, 1993 (but prior to September 30, 2010) for members of the Government Supervisors Association of Florida ("GSAF") bargaining unit and members of the Employee Plan who are not included in any collective bargaining unit; and (iii) February 21, 1994 (but prior to October 27, 2010) for members of the Communications Workers of America ("CWA") bargaining unit. The third tier membership of the Employee Plan (the "Employee Plan Third Tier") includes any employee who became a member of the Employee Plan on or after (i) September 30, 2010 for members of AFSCME, GSAF and members of the Employee Plan who are not included in any collective bargaining unit; and (ii) October 27, 2010 for members of CWA. Classified members under the Employee Plan First Tier are eligible for normal retirement at age fifty (50) and five (5) years of creditable service and are entitled to benefits of three percent (3%) of their final average monthly earnings, multiplied by the first fifteen (15) years of creditable service, plus four percent (4%) of their final average monthly earnings, multiplied by the years of creditable service in excess of fifteen (15) years, with the total not to exceed ninety percent (90%) of the employee's final average monthly earnings. Employee Plan First Tier unclassified members accrued four percent (4%) of their final average monthly earnings for creditable service before October 18, 1992 and three percent (3%) per year of creditable service after October 18, 1992, with the total not to exceed eighty percent (80%) of their final average monthly earnings. ;9 1480 of 2461 Classified and unclassified members under the Employee Plan Second Tier are eligible for normal retirement at age fifty-five (55) and five (5) years of creditable service and are entitled to benefits of three percent (3%) of their final average monthly earnings multiplied by the employee's number of years of creditable service, subject to a maximum of eighty percent (80%) of such employee's final average monthly earnings. Classified and unclassified members under the Employee Plan Third Tier are eligible for normal retirement at age fifty-five (55) and at least thirty (30) years of creditable service, or age sixty-two (62) and at least five (5) years of creditable service and are entitled to benefits of two and one-half percent (2.5%) of their final average monthly earnings multiplied by the employee's number of years of creditable service, subject to a maximum of eighty percent (80%) of such employee's final average monthly earnings. For elected officials of the City, the City Manager or the City Attorney, the benefit is four percent (4%) of their final average monthly earnings for each year of creditable service as an elected official, city manager or city attorney, plus the retirement benefit as defined above for any other period of City employment, subject to a maximum eighty percent (80%) of such employee's final average monthly earnings. Any Employee Plan Fast Tier member who terminates employment may either request a refund of their own contributions, plus interest, or receive their accrued benefit beginning at age fifty (50), if at least five (5) years of creditable service have been completed. Any Employee Plan Second Tier member who terminates employment after five (5) years of creditable service may either request a refund of their own contributions, plus interest, or receive their accrued benefit beginning at age fifty-five (55). Any Employee Plan Third Tier member who terminates employment after five (5) years of creditable service but prior to the normal or early retirement date shall be eligible to receive a normal retirement benefit at age sixty-two (62). A Deferred Retirement Option Plan ("DROP") for the Employee Plan was enacted by the City Commission on January 28, 2009 pursuant to Ordinance 2009-3626. Under the DROP, first and second tier members of the Employee Plan who have attained eligibility for normal retirement may continue working with the City for up to three (3) years, while receiving a retirement benefit that is deposited into a DROP account. Employee Plan Third Tier members may participate in a DROP account for up to five (5) years. However, effective July 17, 2013, Employee Plan members of CWA who were hired prior to October 27, 2010, and members of the Employee Plan not included in any bargaining unit who were hired prior to September 10, 2010, may elect to retire for the purposes of DROP but continue employment with the City for up to sixty (60) months and have their monthly retirement benefit paid into a DROP account during the DROP period. Effective October 1, 2013, such benefit was also extended to Employee Plan members of GSAF and, effective April 23, 2014, was extended to Employee Plan members of AFSCME who were hired prior to September 30, 2010. The amount of the benefit is calculated as if the participant had retired on the date of DROP commencement. Upon termination with the City, the accumulated value of the DROP account is distributed to the participant and a member's creditable service, accrued benefit and compensation calculation shall be frozen. Employee Plan First Tier members and Employee Plan Second Tier members receive an annual cost -of -living adjustment of two and one-half percent (2.5%). The cost -of -living adjustment is not payable while members are in the DROP. For Employee Plan Third Tier members, the annual cost -of -living adjustment is one and one-half percent (1.5%). As of September 30, 2022, there were one hundred forty- one (141) members of the Employee Plan in the DROP and the value of the DROP investment was $17,226,730, which is included in the Plan's net position. The DROP also allows for member loans. Approximately $161,000 and $155,000 in DROP loans for the Employee Plan were outstanding as of September 30, 2022 and September 30, 2021, respectively. 40 1481 of 2461 Contributions to the Employee Plan. The City's policy is to contribute such amounts as are necessary to maintain the actuarial soundness of the Employee Plan and to provide assets sufficient to meet the benefits to be paid to the members of the Employee Plan. All fast tier members are required to contribute twelve percent (12%) of their covered salary to the Employee Plan. All second and third tier members are required to contribute ten percent (10%) of their covered salary to the Employee Plan. For the Fiscal Year ended September 30, 2022, the City was required to make contributions of $29,590,369 or 33.54% of covered payroll to the Employee Plan in accordance with actuarially determined requirements computed through an actuarial valuation performed as of October 1, 2019. For the Fiscal Year ended September 30, 2022, the employees contributed $9,285,205 and buybacks were $1,613,924. [Remainder of page intentionally left blank] 41 1482 of 2461 Net Pension Liabilitv. The City's net pension liability and related ratios for the Employee Plan for the Fiscal Years ended September 30, 2019 through September 30, 2022 are set forth below. Employee Plan Schedule of Changes in the Employer's Net Pension Liability and Related Ratios Fiscal Year Ended September 30 2022 2021 2020 2019 Total Pension Liability Service Cost $ 15,417,997 $ 15,577,246 $ 16,171,537 $ 15,232,372 Interest 67,381,190 67,095,944 65,045,122 63,015,047 Benefit changes 488,415 — — — Differenee between Actual and Expected Experience (1,635,336) (3,398,414) 1,117,690 18,961 Assumption Changes"' — (8,618,033) 10,022,465 4,771,684 Benefit Payments (54,280,486) (52,250,292) (51,014,104) (49,726,168) Refunds of Contributions (1,398,325) (1,177,837) (1,571,361) (1,381,297) Net Change in Total Pension Liability 25,973,455 17,228,614 39,771,349 31,930,599 Total Pension Liability (Beginning of Year) 922,978,025 905,749,411 865,978,062 834,047,463 Total Pension Liability (End of Year) (a) $948,951,480 $922,978,025 $905,749,411 $865,978,062 Plan Fiduciary Net Position Contributions - Employer $ 30,699,942 $ 31,475,030 $ 31,864,304 $ 3 t,892,485 Contributions - Employees (includes buybacks) 8,521,037 8,665,597 8,512,207 8,242,590 Net Investment Income 153,443,495 60,053,751 23,328,881 51,285,893 Benefit Payments (54,280,486) (52,250,292) (51,014,104) (49,726,168) Refunds of Contributions (1,398,325) (1,177,837) (1,571,361) (1,381,297) Administrative Expense (697,962) (808,094) (827,919) (730,118) Other (Adjustment)) — — — — Net Change in Plan Fiduciary Net Position 136,287,701 45,958,155 10,292,008 39,583,385 Plan Fiduciary Net Position (Beginning of Year) 712,457,774 666,499,619 656,207,611 616,624,226 Plan Fiduciary Net Position (End of Year) (b) $848,745,475 $712,457,774 $666,499,619 $656,207,611 City's Net Pension Liability (End of Year) (a) - (b) $100,206,005 $210,520,251 $239,249,792 $209,770,451 Plan Fiduciary Net Position as a Percentage 89.44% 77.19% 73.59% 75.78% of the Total Pension Liability Covered Employee Payroll $ 98,446,616 $ 88,141,166 $ 84,980,438 $ 85,003,174 City's Net Pension Liability as a Percentage 113.30% 238.84% 281.54% 246.78% of Covered -Employee Payroll Source: City of Miami Beach, Florida Annual Comprehensive Financial Report for the Fiscal Year ended September 30, 2022. Footnote for the immediately preceding table is provided on the nest page. 42 1483 of 2461 (1) For a detailed description of the changes made in the assumptions for the Employee Plan, reference is made to the source of the table set forth above and to the City of Miami Beach Employees' Retirement Plan Actuarial Valuation Report, prepared by Gabriel, Roeder, Smith and Company, for each of the years indicated. A copy of such documents may be obtained from the City by contacting the City's Chief Financial Officer, 1700 Convention Center Drive, Miami Beach, Florida 33139, Telephone number: (305) 673-7466, Facsimile number: (305) 673-7795, Email address: www.miamibeachfl.gov/finance. Police and Firefighters' Retirement Plan Plan Description. The pension fund for police officers and firefighters employed by the City (the "Police and Firefighters' Plan") is officially named the City Pension Fund for Firefighters and Police Officers in the City of Miami Beach. The Police and Firefighters' Plan is a defined benefit pension plan covering substantially all police officers and firefighters of the City, as established by Chapter 23414, Laws of Florida, Special Acts of 1945, as amended. Members of the Police and Firefighters' Plan are divided into five (5) tiers, based on whether they were hired prior to July 14, 2010 ("Police and Firefighters' Plan Tier One"), on or after July 14, 2010 but prior to September 30, 2013 ("Police and Firefighters' Plan Tier Two"), on or after September 30, 2013 but prior to June 8, 2016 for firefighters and prior to July 20, 2016 for police officers ("Police and Firefighters' Plan Tier Three"), on or after June 8, 2016 but prior to May 8, 2019 for firefighters and on or after July 20, 2016 but prior to July 31, 2019 for police officers ("Police and Firefighters' Plan Tier Four"), or on or after May 8, 2019 for firefighters and on or after July 31, 2019 for police officers ("Police and Firefighters' Plan Tier Five"). Membership in the Police and Firefighters' Plan consisted of the following as of September 30, 2022, the date of the latest accrual valuation: Police and Firefighters' Plan Membership Active members 494 Deferred vested members 27 Retired members a. Service 770* b. Disabled 51 821 821 Total members 1,342 Source: City of Miami Beach, Florida Annual Comprehensive Financial Report for the Fiscal Year ended September 30, 2022. * Includes members of the Police and Firefighters' Plan who are enrolled in DROP. Plan Benefits. Police and Firefighters' Plan Tier One members who were eligible to retire prior to September 30, 2013 may retire on a service retirement pension upon the attainment of age fifty (50) or, if earlier, the date when age and length of creditable service equals to at least seventy (70) years. Police and Firefighters' Plan Tier One members eligible to retire on or after September 30, 2013 may retire on a service retirement pension upon the attainment of age fifty (50) or, if earlier, the date when the member attains the age of forty-seven (47) and the length of creditable service equals to at least seventy (70) years. Upon retirement, Police and Firefighters' Plan Tier One members who were eligible to retire prior to September 30, 2013 will receive a monthly pension, payable for life, equal to three percent (3%) of the member's average monthly salary, as defined in the Police and Firefighters' Plan ordinance, for each of 43 1484 of 2461 the first fifteen (15) years of creditable service and four percent (4%) of the member's average monthly salary for each year of creditable service in excess of fifteen (15) years; provided, however, that the pension benefit shall not exceed ninety percent (90%) of the member's average monthly salary. Police and Firefighters' Plan Tier One members eligible to retire on or after September 30, 2013 will receive a monthly pension, payable for life, equal to three percent (3%) of the member's average monthly salary, as defined in the Police and Firefighters' Plan ordinance, for each of the first twenty (20) years of creditable service and four percent (4%) of the member's average monthly salary for each year of creditable service in excess of twenty (20) years; provided, however, that the pension benefit does not exceed eighty-five percent (85%) of the member's average monthly salary. All Police and Firefighters' Plan members and beneficiaries receiving a monthly pension as of September 30, 2010 will receive a 2.5% increase in benefits on October 1 of each year. Members who retire on or after September 30, 2010 will receive a 2.5% increase in benefits annually on the anniversary date of the member's retirement. Any Police and Firefighters' Plan Tier Two member may retire on a service retirement pension upon the attainment of age fifty (50) or, if earlier, the date when the member attains age forty-eight (48) and the length of creditable service equals to at least seventy (70) years. Upon retirement, a Police and Firefighters' Plan Tier Two member will receive a monthly pension, payable for life, equal to three percent (3%) of the member's average monthly salary, as defined in the Police and Firefighters' Plan ordinance, for each of the first twenty (20) years of creditable service and four percent (4%) of the member's average monthly salary for each year of creditable service in excess of twenty (20) years; provided, however, that the pension benefit shall not exceed eighty-five percent (85%) of the member's average monthly salary. The average monthly salary of a Police and Firefighters' Plan Tier Two member is computed based on such member's salary for the three (3) highest paid years prior to the date of retirement or the average of the last three (3) paid years to such member prior to the date of retirement, whichever produces the greater benefit after consideration of overtime limitations. All Police and Firefighters' Plan Tier Two retirees and beneficiaries will receive a 1.5% increase in benefits annually on the anniversary date of the member's retirement. The benefits for Police and Firefighters' Plan Tier Three members are the same as the ones described in the immediately preceding paragraph for Police and Firefighters' Plan Tier Two members, except the average monthly salary of a Police and Firefighters' Plan Tier Three member is computed based on such member's salary for the five (5) highest paid years prior to the date of retirement or the average of the last three (3) paid years to such member prior to the date of retirement, whichever produces the greater benefit after consideration of overtime limitations. The benefits for Police and Firefighters' Plan Tier Four members and Police and Firefighters' Plan Tier Five members are the same as the ones described in the immediately preceding paragraph for Police and Firefighters' Plan Tier Three members, except (i) the average monthly salary of a Police and Firefighters' Plan Tier Four member and of a Police and Firefighters' Plan Tier Five member is computed based on such member's average of the five (5) highest paid years prior to the date of retirement, taking into consideration the overtime limit, and (ii) the normal retirement eligibility is the earlier of the attainment of age 52, with five (5) years of creditable service or the length of creditable service equals to at least seventy (70) years, but the member must have at least attained the age of 48. Any member of the Police and Firefighters' Plan who becomes totally and permanently disabled at any time as a result of illness or injury suffered in the line of duty may be retired on an accidental disability pension. For a service connected disability, the minimum pension payable is eighty-five percent (85%) of the member's monthly salary at the time of disability retirement, less any offset for worker's compensation. Any Police and Firefighters' Plan member who becomes totally or permanently disabled after five (5) years of creditable service as a result of illness or injury not suffered in the line of duty may be retired on an ordinary disability retirement pension. Upon disability retirement, a Police and Firefighters' Plan member receives a monthly pension equal to such member's service retirement benefits. 1485 of 2461 For a non -service connected disability, the pension benefit is the accrued benefit after five (5) years of the member's creditable service. The Police and Firefighters' Plan also provides death benefits for beneficiaries or members for service connected and non -service connected death. If a Police and Firefighters' Plan member resigns or is lawfully discharged before retirement, such member's contributions, with three percent (3%) interest per annum, are returned to that member. The Police and Firefighters' Plan also provides a special provision for vested benefits for members who terminate their employment after five (5) years of service. In the alternative and in lieu of the normal form of benefit, the Police and Firefighters' Plan member may, at any time prior to retirement, elect to receive a lifetime retirement benefit with one hundred twenty (120) monthly payments guaranteed. If the Police and Firefighters' Plan member should die before one hundred twenty (120) monthly payments are made, benefits will continue to be paid to the member's designated beneficiary for the balance of the one hundred twenty (120) month period. If the retired Police and Firefighters' Plan member is living after one hundred twenty (120) monthly payments are made, the payments shall be continued for the member's remaining lifetime. In case of termination of the Police and Firefighters' Plan, benefits accrued to members of the Police and Firefighters' Plan are not subject to forfeit. An active Police and Firefighters' member may enter into a DROP on the first day of any month after becoming eligible to retire. Police and Firefighters' Plan Tier One members who entered the DROP on or before September 30, 2015, are eligible to participate for a period not to exceed seventy-two (72) months. Police and Firefighters' Plan members who entered the DROP on or after October 1, 2015 are eligible to participate for a period not to exceed ninety-six (96) months. All Police and Firefighters' Plan Tier One members receive a 2.5% cost of living adjustment ("COLA") increase in benefits annually on the anniversary date of the member's entry into the DROP, with a few annual exceptions provided in the Police and Firefighters' Plan. All other Police and Firefighters' Plan tier members receive a 1.5% COLA increase in benefits annually on the anniversary date of the member's entry into the DROP, with a few annual exceptions provided in the Police and Firefighters' Plan. Once a Police and Firefighters' Plan member enters the DROP, their monthly retirement benefit is fixed, and their monthly benefit is paid into their DROP account. Upon termination of employment, the balance in the member's DROP account, including earnings, is payable to them and they will begin to receive their normal retirement benefit. At September 30, 2022, the total amount of the DROP payable, $38,787,144, represents the balance of the self -directed participants as all the participants are now in the self -directed DROP. Contributions to the Police and Fire fighters ' Plan. The City is required to contribute an actuarially determined amount to the Police and Firefighters' Plan that, when combined with members' contributions, will fully provide for all benefits as they become payable. All Police and Firefighters' Plan Tier One members and Police and Firefighters' Plan Tier Two members are required to contribute ten percent (10%) of their salary to the Police and Firefighters' Plan, while all Police and Firefighters' Plan Tier Three members, Police and Firefighters' Plan Tier Four members, and Police and Firefighters' Plan Tier Five members are required to contribute ten and one-half percent (10.5%) of their salary to the Police and Firefighters' Plan. The actual contribution from the City and from the State for active employees for the Fiscal Year ended September 30, 2022, was $45,416,048 and $120,549, respectively. Covered payroll, excluding DROP members, was $66,037,375. The contribution required from the City and the State for the Fiscal Year ended September 30, 2022 was actuarially determined by the October 1, 2020 valuation to be $45,416,048. Net Pension Liability. The City's net pension liability and related ratios for the Police and Firefighters' Plan for the Fiscal Years ended September 30, 2019 through September 30, 2022 are set forth in the table on the following page. 45 1486 of 2461 Police and Firefighters' Plan Schedule of Changes in the Employer's Net Pension Liability and Related Ratios Fiscal Year Ended September 30 2022 2021 2020 2019 Total Pension Liability Service Cost $ 22,635,278 $ 22,110,056 $ 20,212,389 $ 18,462,961 Interest 101,830,772 95,945,797 94,542,878 91,544,984 Changes of Benefit Terms"' — 922,043 — — Difference between Actual and Expected Experience 1,590,742 (7,950,229) 7,883,134 11,814,591 Assumption Changes") 19,051,525 (16,924,385) 7,294,349 6,951,571 Benefit Payments (including Refunds of Contributions) (77,770,947) (69,388,221) (68,466,325) (75,460,821) Net Change in Total Pension Liability 67,337,370 24,715,061 61,466,425 53,313,286 Total Pension Liability (Beginning of Year) 1,315,349,537 1,290,634,476 1,229,168,051 1,175,854,765 Total Pension Liability (End of Year) (a) $1,382,686,907 $1,315,349,537 $1,290,634,476 $1,229,168,051 Plan Fiduciary Net Position Contributions - City and State $ 43,445,459 $ 42,779,004 $ 39,747,149 $ 37,639,937 Contributions - Employees 16,200,745 7,133,168 6,972,214 6,593,715 Net Investment Income 197,475,559 85,054,923 39,053,408 82,094,851 Benefit Payments (including Refunds of Contributions) (77,770,947) (69,388,221) (68,466,325) (75,460,821) Administrative Expense (958,325) (900,251) (855,761) (802,106) Net Change in Plan Fiduciary Net Position 178,392,491 64,678,623 16,450,685 50,065,576 Plan Fiduciary Net Position (Beginning of Year) 1,005,632,284 940,953,661 924,502,976 874,437,400 Plan Fiduciary Net Position (End of Year) (b) $1,184,024,775 $1,005,632,284 $940,953.661 $924,502,976 City's Net Pension Liability (End of Year) (a) - (b) $ 198,662,132 $ 309,717,253 $349,680,815 $304,665,075 Plan Fiduciary Net Position as a Percentage 85.63% 76.45% 72.91% 75.21% of the Total Pension Liability Covered Employee Payroll $ 66,037,375 $ 66,272,092 $ 66,441,610 $ 64,181,403 City's Net Pension Liability as a Percentage 300.83% 467.34% 526.30% 474.69% of Covered -Employee Payroll Source: City of Miami Beach, Florida Annual Comprehensive Financial Report for the Fiscal Year ended September 30, 2022. Footnote for the immediately preceding table is provided on the next page. [Remainder of page intentionally left blank] 46 1487 of 2461 (1) For a detailed description of the changes made in the benefits and assumptions for the Police and Firefighters' Plan, reference is made to the source of the table set forth above and to the City Pension Fund for Firefighters and Police Officers in the City of Miami Beach Actuarial Valuation Report, prepared by Gabriel, Roeder, Smith and Company, for each of the years indicated. A copy of such documents may be obtained from the City by contacting the City's Chief Financial Officer, 1700 Convention Center Drive, Miami Beach, Florida 33139, Telephone number: (305) 673-7466, Facsimile number: (305) 673-7795, Email address: www.miamibeachfl.gov/finance. Other Retirement and Compensation Plans Florida's Federal -State Social Security Agreement Pursuant to Modification 29 of the Florida State Social Security Agreement, effective January 1, 1955, the City does not participate in the Federal Old -Age and Survivors Insurance System embodied in the federal Social Security Act. Instead, the City provides eligible employees a comprehensive defined benefit pension plan. Contributions pursuant to the federal Social Security Act for Fiscal Years 2022 and 2021 would have been $12,665,414 and $12,074,473, respectively. The City, however, does participate in the hospital insurance tax, also known as Medicare, and withholds taxes accordingly. Firefighters and Police Relief and Pension Funds The City's firefighters and police officers are members of two (2) separate non-contributory money purchase benefit plans established under the provisions of Florida Statutes, Chapters 175 and 185, respectively. These plans are funded solely from proceeds of certain excise taxes levied by the City and imposed upon property and casualty insurance coverage within City limits. The excise taxes, which are collected from insurers by the State, are remitted to the Plans' Boards of Trustees. The City is under no obligation to make any further contributions to the plans. The excise taxes received from the State and remitted to the plans for the Fiscal Year ended September 30, 2022 were $1,373,339 for firefighters and $824,235 for police officers. These payments were recorded on the City's books as revenues and expenditures during the Fiscal Year. Plan benefits are allocated to participants based upon their service during the year and the level of funding received during the year. Participants are fully vested after ten (10) years of service with no benefits vested prior to ten (10) years of service, except those prior to June 1983. All benefits are paid in a lump sum format, except for the Police Relief Funds, where participants may also elect not to withdraw, or to partially withdraw, his or her retirement funds. Defined Contribution Retirement Plan - Section 401(a) The City has a defined contribution retirement plan that was created in accordance with Section 401(a) of the Code (the "Section 401(a) Defined Contribution Plan"). The Section 401(a) Defined Contribution Plan provides retirement and other related benefits for eligible employees as an option to the other retirement systems sponsored by the City. Any person employed on or after October 18, 1992, in the unclassified service of the City, had the right to select the Section 401(a) Defined Contribution Plan as an optional retirement plan to the Unclassified Employees and Elected Officials Retirement System (the "Unclassified Employee System"). At the time of the creation of the Section 401(a) Defined Contribution Plan, employees of the City who were members of the Unclassified Employee System had the irrevocable right to elect to transfer membership from the Unclassified Employee System to the Section 401(a) Defined Contribution Plan for a limited period of time. Effective March 19, 2006, the Section 401(a) Defined Contribution Plan is no longer offered to new employees of the City. Employees participating in the Section 401(a) Defined 47 1488 of 2461 Contribution Plan prior to March 19, 2006 were given the option to transfer membership to the Unclassified Employee System, which was merged into the Employee Plan. See "PENSION AND OTHER POST EMPLOYMENT BENEFITS - Defined Benefit Plans - Employees' Retirement Plan" herein. The Section 401(a) Defined Contribution Plan is administrated by a Board of Trustees, which has the general responsibility for the Plan's proper operation and management. The Section 401(a) Defined Contribution Plan complies with the provisions of section 401(a) of the Code and may be amended by the City Commission. The City has no fiduciary responsibility for the Section 401(a) Defined Contribution Plan. Consequently, amounts accrued for benefits are not recorded in the fiduciary fund. Employees in the Section 401(a) Defined Contribution Plan hired prior to February 21, 1994 are required to contribute ten percent (10%) of their salary while employees hired after February 21, 1994 are required to contribute eight percent (8%) of their salary. The City matches the employee's contribution one hundred percent (100%). The Section 401(a) Defined Contribution Plan of each employee is the immediate property of the employee. Employees have a choice of plan administrators and are responsible for the investment of their funds amongst choices of investment vehicles offered by their selected plan administrator. Defined Contribution Plan information, as of and for the Fiscal Year ended September 30, 2022, is as follows: Defined Contribution Plan Information Members in Defined Contribution Plan 14 City's contribution $81,255 Percentage of covered payroll 7.94% Employees' contribution $84,047 Percentage of covered payroll 8.21 % Source: City of Miami Beach, Florida Annual Comprehensive Financial Report for the Fiscal Year ended September 30, 2022. Defined Contribution Retirement Plan - Section 457 On July 12, 1995 the City Commission adopted Ordinance No. 95-3002A to create a deferred compensation plan for all employees of the City who work less than thirty (30) hours a week, in accordance with Section 457 of the Code (the "Section 457 Defined Contribution Plan"). The Section 457 Defined Contribution Plan, administered by a third party, is available to all part-time, seasonal, and temporary employees as an alternative to the Federal Social Security 6.2% employer/employee matching contributions. Upon commencement of employment, the City sets up an individual retirement account on behalf of the part-time, seasonal or temporary employee with the administrator of the Section 457 Defined Contribution Plan. The employee contributes 7.5% of their annual earning into their individual account and the City contributes 2.5% into the individual account of the employee, bringing the total contribution by both parties to 10%. In accordance with the provisions of the Code, the total contribution rate may not fall below 7.5%. The City's aggregate contribution to the Section 457 Defined Contribution Plan for the Fiscal Year ended September 30, 2022 was $131,214, with an outstanding liability at the end of Fiscal Year 2022 of $2,206. There were no forfeitures for the Fiscal Ycar ended September 30, 2022. 4, 1489 of 2461 Other Post Employment Benefits Plan Description In accordance with Section 112.0801, Florida Statutes, the City is required to permit eligible retirees and their eligible dependents to participate in the City's health insurance program at a cost to the retirees that is no greater than the cost at which coverage is available for active employees. Although not required by law, the City pays a portion of such cost of participation for its retirees. The City also provides life insurance to the retirees. In June 2015, the Governmental Accounting Standard's Board ("GASB") issued Statement No. 75, "Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions" ("GASB 75"). GASB 75 replaces the requirements of GASB Statement No. 45, "Accounting and Financial Reporting by Employers for Postemployment Benefits Other Than Pensions," as amended, and GASB Statement No. 57, "OPEB Measurements by Agent Employers and Agent Multiple -Employer Plans." The objective of GASB 75 is to improve the financial reporting by state and local governments for postemployment benefits other than pensions ("OPEB") and improve information for OPEB that is provided by other entities. The provisions of GASB 75 are effective beginning with for the financial statements of the City for the Fiscal Year ended September 30, 2018. While GASB 75 requires recognition and disclosure of the unfunded OPEB liability, there is no requirement that the liability of such plan be funded. The City's single employer OPEB Plan (the "OPEB Plan") currently provides the following post employment benefits: (a) Health and Dental Insurance - Employees of the City hired prior to March 18, 2006 are eligible to receive a fifty percent (50%) health insurance contribution of the total premium cost. At age sixty-five (65), if the retiree is eligible for Medicare Part B, the City contributes fifty percent (50%) of the Medicare Part B payment. Employees hired after March 18, 2006, after vesting in City's retirement plans, are eligible to receive an offset to the retiree premium equal to $10 per year of credible service, up to a maximum of $250 per month until age sixty-five (65) and $5 per year of credible service up to a maximum of $125, thereafter. (b) Life Insurance - Employees of the City are eligible to receive a life insurance benefit of $1,000 towards the cost of such insurance. As of September 30, 2008, the City established an OPEB Trust (the "OPEB Trust") and began funding its OPEB obligation. Stand alone financial statements for the OPEB Trust are not prepared. As of September 30, 2022, the date of the most recent actuarial valuation, OPEB Plan participation consisted of the following: OPEB Plan Participation Active OPEB Plan Participants 1,679 Retirees receiving benefit payments 1,171 Total 2.850 Source: City of Miami Beach, Florida Annual Comprehensive Financial Report for the Fiscal Year ended September 30, 2022. [Remainder of page intentionally left blank] 49 1490 of 2461 Fundins of OPEB Plan The City has the authority to establish and amend the funding policy of the OPEB Plan. For the Fiscal Year ended September 30, 2022, the City paid $15,684,233 in OPEB benefits on a pay -as -go basis. The City's net OPEB obligation as of September 30, 2022 was $364,192,406. The City intends to consider future OPEB Trust contributions each year during the annual budget process. However, no OPEB Trust contributions are legally or contractually required. The annual cost (expense) of the OPEB Plan is calculated based on the annual required contribution, an amount actuarially determined in accordance with the parameters of GASB 75. The annual required contribution represents a level of funding that, if paid on an ongoing basis, is projected to cover the normal cost each year and amortize any unfunded actuarial liability over a period not to exceed thirty (30) years. The City's net OPEB liability and related ratios for the Fiscal Years ended September 30, 2019 through September 30, 2022 are set forth in the table below. [Remainder of page intentionally left blank] 50 1491 of 2461 OPEB Schedule of Changes in the City's Net OPEB Liability and Related Ratios Fiscal Year Ended September 30 2022 2021 2020 2019 Total OPEB Liability Service Cost $ 8,313,059 $ 9,033,753 $ 9,129,624 $ 4,235,229 Interest 12,930,877 13,167,573 15,167,033 14,606,184 Difference between Actual and Expected Experience (589,496) (2,770,486) — — Assumption Changes"' (104,580,036) 11,341,135 70,563,191 212,252,691 Benefit Payments (15,684,233) (14,439,762(8,886,242) (13,507,000) Net Change in Total OPEB Liability (99,609,829) 16,332,206 85,973,606 217,587,104 Total OPEB Liability (Beginning of Year) 504,019,204 487,686,998 401,713,392 184,126,288 Total OPEB Liability (End of Year) (a) $404,409,375 $504,019,204 $487,68(i,998 $401,713,392 Plan Fiduciary Net Position Contributions - City $ 16,584,233 $ 16,270,068 $ 9,373,242 $ 13,996,031 Net Investment Income (9,521,801) 6,865,781 4,268,202 886,546 Benefit Payments (15,684,233) (14,439,769) (8,886,242) (13,507,000) Administrative Expense (125,260) (130,422) (57,699) 8( 8,918) Net Change in Plan Fiduciary Net Position (8,747,061) 8,565,658 4,697,503 1,286,659 Plan Fiduciary Net Position (Beginning of Year) 48,964,030 40,398,372 35,700,869 34,414,210 Plan Fiduciary Net Position (End of Year) (b) $ 40,216,969 $ 48,964,030 $ 40.39�8,372 $ 35,700,969 City's Net OPEB Liability (End of Year) (a) - (b) $364,192,406 $455,055,174 $447,288,626 $366,012,523 Plan Fiduciary Net Position as a Percentage 9 94% 9 71% 8 28% 8.89% of the Total OPEB Liability Covered Employee Payroll(" $130,779,384 $134,165,565 $156,013,000 $150,737,233 City's Net OPEB Liability as a Percentage 278.48% 339.17% 286.70% 242.81% of Covered -Employee Payroll Source: City of Miami Beach, Florida Annual Comprehensive Financial Report for the Fiscal Year ended September 30, 2022. (1) For a detailed description of the changes made in the assumptions for OPEB, reference is made to the source of the table set forth above and the actuarial reports relating to the OPEB Plan, a copy of which may be obtained from the City by contacting the City's Chief Financial Officer, 1700 Convention Center Drive, Miami Beach, Florida 33139, Telephone number: (305) 673-7466, Facsimile number: (305) 673-7795, Email address: w-ww.miamibeachfl.gov/finance. (2) Employees do not contribute to OPEB. [Remainder of page intentionally left blank] jI 1492 of 2461 For more detailed information concerning the Employee Plan, the Police and Firefighters' Plan, the City's other retirement and contribution plans and the OPEB Plan, including actuarial valuations, assumptions about future events and contact information for the acquisition of separate audited financial statements for each plan (except the OPEB Plan, which does not have separate audited financial statements), see "APPENDIX C - Excerpts from Annual Comprehensive Financial Report of the City of Miami Beach, Florida for the Fiscal Year ended September 30, 2022" and, in particular, Note 16 (and, with respect to the OPEB Plan, Note 17 and, with respect to the Section 457 Defined Contribution Plan, Note (15) of the Notes to the Financial Statements and the information provided in the Required Supplementary Information. TAX MATTERS General In the opinion of Squire Patton Boggs (US) LLP, Bond Counsel, under existing law: (i) interest on the Series 2026 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals, and (ii) the Series 2026 Bonds and the income thereon are exempt from taxation under the laws of the State of Florida, except estate taxes imposed by Chapter 198, Florida Statutes, as amended, and net income and franchise taxes imposed by Chapter 220, Florida Statutes, as amended. Bond Counsel expresses no opinion as to any other tax consequences regarding the Series 2026 Bonds. The opinion on federal tax matters will be based on and will assume the accuracy of certain representations and certifications, and continuing compliance with certain covenants, of the City contained in the transcript of proceedings and that are intended to evidence and assure the foregoing, including that the Series 2026 Bonds are and will remain obligations the interest on which is excluded from gross income for federal income tax purposes. Bond Counsel will not independently verify the accuracy of the City's representations and certifications or the continuing compliance with the City's covenants. The opinion of Bond Counsel is based on current legal authority and covers certain matters not directly addressed by such authority. It represents Bond Counsel's legal judgment as to exclusion of interest on the Series 2026 Bonds from gross income for federal income tax purposes but is not a guaranty of that conclusion. The opinion is not binding on the Internal Revenue Service (the "IRS") or any court. Bond Counsel expresses no opinion about (i) the effect of future changes in the Code and the applicable regulations under the Code or (ii) the interpretation and the enforcement of the Code or those regulations by the IRS. The Code prescribes a number of qualifications and conditions for the interest on state and local government obligations to be and to remain excluded from gross income for federal income tax purposes, some of which require future or continued compliance after issuance of the obligations. Noncompliance with these requirements by the City may cause loss of such status and result in the interest on the Series 2026 Bonds being included in gross income for federal income tax purposes retroactively to the date of issuance of the Series 2026 Bonds. The City has covenanted to take the actions required of it for the interest on the Series 2026 Bonds to be and to remain excluded from gross income for federal income tax purposes, and not to take any actions that would adversely affect that exclusion. After the date of issuance of the Series 2026 Bonds, Bond Counsel will not undertake to determine (or to so inform any person) whether any actions taken or not taken, or any events occurring or not occurring, or any other matters coming to Bond Counsel's attention, may adversely affect the exclusion from gross income for federal income tax purposes of interest on the Series 2026 Bonds or the market value of the Series 2026 Bonds. 52 1493 of 2461 Interest on the Series 2026 Bonds may be subject: (1) to a federal branch profits tax imposed on certain foreign corporations doing business in the United States; (2) to a federal tax imposed on excess net passive income of certain S corporations; and (3) to the alternative minimum tax imposed under Section 55(b) of the Code on "applicable corporations" (within the meaning of Section 59(k) of the Code). Under the Code, the exclusion of interest from gross income for federal income tax purposes may have certain adverse federal income tax consequences on items of income, deduction or credit for certain taxpayers, including financial institutions, certain insurance companies, recipients of Social Security and Railroad Retirement benefits, those that are deemed to incur or continue indebtedness to acquire or carry tax-exempt obligations, and individuals otherwise eligible for the earned income tax credit. The applicability and extent of these and other tax consequences will depend upon the particular tax status or other tax items of the owner of the Series 2026 Bonds. Bond Counsel will express no opinion regarding those consequences. Payments of interest on tax-exempt obligations, including the Series 2026 Bonds, are generally subject to IRS Form 1099-INT information reporting requirements. If a Series 2026 Bond owner is subject to backup withholding under those requirements, then payments of interest will also be subject to backup withholding. Those requirements do not affect the exclusion of such interest from gross income for federal income tax purposes. Bond Counsel's engagement with respect to the Series 2026 Bonds ends with the issuance of the Series 2026 Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the City or the owners of the Series 2026 Bonds regarding the tax status of interest thereon in the event of an audit examination by the IRS. The IRS has a program to audit tax-exempt obligations to determine whether the interest thereon is includible in gross income for federal income tax purposes. If the IRS does audit the Series 2026 Bonds, under current IRS procedures, the IRS will treat the City as the taxpayer and the beneficial owners of the Series 2026 Bonds will have only limited rights, if any, to obtain and participate in judicial review of such audit. Any action of the IRS, including but not limited to selection of the Series 2026 Bonds for audit, or the course or result of such audit, or an audit of other obligations presenting similar tax issues, may affect the market value of the Series 2026 Bonds. Prospective purchasers of the Series 2026 Bonds upon their original issuance at prices other than the respective prices indicated on the inside cover page of this Official Statement, and prospective purchasers of the Series 2026 Bonds at other than their original issuance, should consult their own tax advisors regarding other tax considerations such as the consequences of market discount, as to all of which Bond Counsel expresses no opinion. Risk of Future Legislative Changes and/or Court Decisions Legislation affecting tax-exempt obligations is regularly considered by the United States Congress and may also be considered by the State legislature. Court proceedings may also be filed, the outcome of which could modify the tax treatment of obligations such as the Series 2026 Bonds. There can be no assurance that legislation enacted or proposed, or actions by a court, after the date of issuance of the Series 2026 Bonds will not have an adverse effect on the tax status of interest or other income on the Series 2026 Bonds or the market value or marketability of the Series 2026 Bonds. These adverse effects could result, for example, from changes to federal or state income tax rates, changes in the structure of federal or state income taxes (including replacement with another type of tax), or repeal (or reduction in the benefit) of the exclusion of interest on the Series 2026 Bonds from gross income for federal or state income tax purposes for all or certain taxpayers. For example, federal tax legislation that was enacted on December 22, 2017 reduced corporate tax rates, modified individual tax rates, eliminated many deductions, repealed the corporate alternative 53 1494 of 2461 minimum tax that was in effect at that time, and eliminated the tax-exempt advance refunding of tax-exempt bonds and tax -advantaged bonds, among other things. Additionally, investors in the Series 2026 Bonds should be aware that future legislative actions might increase, reduce or otherwise change (including retroactively) the financial benefits and the treatment of all or a portion of the interest on the Series 2026 Bonds for federal income tax purposes for all or certain taxpayers. In all such events, the market value of the Series 2026 Bonds may be affected and the ability of holders to sell their Series 2026 Bonds in the secondary market may be reduced. Investors should consult their own financial and tax advisors to analyze the importance of these risk,,. Original Issue Discount and Original Issue Premium Certain of the Series 2026 Bonds ("Discount Series 2026 Bonds") may be offered and sold to the public at an original issue discount ("OID"). OH) is the excess of the stated redemption price at maturity (the principal amount) over the "issue price" of a Discount Series 2026 Bond. The issue price of a Discount Series 2026 Bond is the initial offering price to the public (other than to bond houses, brokers or similar persons acting in the capacity of underwriters or wholesalers) at which a substantial amount of the Discount Series 2026 Bonds of the same maturity is sold pursuant to that offering. For federal income tax purposes, OID accrues to the owner of a Discount Series 2026 Bond over the period to maturity based on the constant yield method, compounded semiannually (or over a shorter permitted compounding interval selected by the owner). The portion of OID that accrues during the period of ownership of a Discount Series 2026 Bond (i) is interest excluded from the owner's gross income for federal income tax purposes to the same extent, and subject to the same considerations discussed above, as other interest on the Series 2026 Bonds, and (ii) is added to the owner's tax basis for purposes of determining gain or loss on the maturity, redemption, sale or other disposition of that Discount Series 2026 Bond. A purchaser of a Discount Series 2026 Bond in the initial public offering at the issue price (described above) for that Discount Series 2026 Bond who holds that Discount Series 2026 Bond to maturity will realize no gain or loss upon the retirement of that Discount Series 2026 Bond. Certain of the Series 2026 Bonds ("Premium Series 2026 Bonds") may be offered and sold to the public at a price in excess of their stated redemption price at maturity (the principal amount). That excess constitutes bond premium. For federal income tax purposes, bond premium is amortized over the period to maturity of a Premium Series 2026 Bond, based on the yield to maturity of that Premium Series 2026 Bond (or, in the case of a Premium Series 2026 Bond callable prior to its stated maturity, the amortization period and yield may be required to be determined on the basis of an earlier call date that results in the lowest yield on that Premium Series 2026 Bond), compounded semiannually. No portion of that bond premium is deductible by the owner of a Premium Series 2026 Bond. For purposes of determining the owner's gain or loss on the sale, redemption (including redemption at maturity) or other disposition of a Premium Series 2026 Bond, the owner's tax basis in the Premium Series 2026 Bond is reduced by the amount of bond premium that is amortized during the period of ownership. As a result, an owner may realize taxable gain for federal income tax purposes from the sale or other disposition of a Premium Series 2026 Bond for an amount equal to or less than the amount paid by the owner for that Premium Series 2026 Bond. A purchaser of a Premium Series 2026 Bond in the initial public offering who holds that Premium Series 2026 Bond to maturity (or, in the case of a callable Premium Series 2026 Bond, to its earlier call date that results in the lowest yield on that Premium Series 2026 Bond) will realize no gain or loss upon the retirement of that Premium Series 2026 Bond. Owners of Discount Series 2026 Bonds and Premium Series 2026 Bonds should consult their own tax advisors as to the determination for federal income tax purposes of the existence of OLD or 54 1495 of 2461 bond premium, the determination for federal income tax purposes of the amount of OID or bond pren►iun► properly accruable or amortizable in any period with respect to the Discount Series 2026 Bonds or Premium Series 2026 Bonds, other federal tax consequences in respect of OID and bond premium, and the treatment of OID and bond premium for purposes of state and local taxes on, or based on, income. FINANCIAL STATEMENTS [WILL BE UPDATED AFTER RELEASE OF FISCAL YEAR 2025 AUDIT] Excerpts from the Comprehensive Annual Financial Report of the City of Miami Beach, Florida for the Fiscal Year ended September 30, 2024 and the report of RSM US LLP, independent certified public accountants ("RSM US"), in connection therewith, dated June 23, 2025, are included in APPENDIX B to this Official Statement as part of the public records of the City. Such excerpts and report contain information relating to the City and the Resort Tax Revenues. A full copy of such reports is available on the City's website at: https•//w\� \� miamibeachfl gov/wp-content/uploads/2025/06/City-of-Miami-Beach-ACFR-Final-Issued-v 2.pdf. The consent of RSM US was not requested for the reproduction of its audit report in this Official Statement. The auditor has performed no services in connection with the preparation of this Official Statement and is not associated with the offering of the Series 2026 Bonds. CONTINUING DISCLOSURE The City will covenant for the benefit of the holders of the Series 2026 Bonds to provide certain financial information and operating data relating to the City not later than two hundred forty (240) days following the end of each Fiscal Year, commencing with the Fiscal Year ending September 30, 2026 (the "Annual Report"), and to provide, or cause to be provided, notices of the occurrence of certain enumerated events. The Annual Report and notices of events will be filed with the Municipal Securities Rulemaking Board (the "MSRB"). Digital Assurance Certification LLC ("DAC") will act as the initial disclosure dissemination agent for the City. The specific nature of the information to be contained in the Annual Report and the notices of events is contained in "APPENDIX F - Form of Disclosure Dissemination Agent Agreement." These covenants have been made in order to assist the Underwriters in complying with Rule 15c2-12 of the Securities and Exchange Commission (the "SEC"). Within the last five (5) years the City has complied in all material respects with its previous undertakings made with respect to SEC Rule 15c2-12(b)(5). Any failure to comply with the provisions of the Disclosure Dissemination Agent Agreement relating to the Series 2026 Bonds shall not constitute a default under the Bond Resolution and any failure of the City to comply with its previous continuing disclosure undertakings are not defaults under the authorizing resolutions or disclosure agreements pursuant to which prior continuing disclosure undertakings were created. Documents required to be filed pursuant to the City's continuing disclosure undertakings are currently on file and available electronically from the MSRB at http://emma.msrb.org/. Information regarding the Series 2026 Bonds and other outstanding bonds of the City may be found at the DAC interact site, "http//www.dacbond.com." 1496 of 2461 LITIGATION There is no litigation or controversy of any nature now pending for which the City has received service of process or, to the actual knowledge of the City Attorney, threatened against the City that seeks to restrain or enjoin the issuance or delivery of the Series 2026 Bonds or contesting the proceedings or authority under which they are to be issued or the creation, organization or existence of the City or, if determined adversely to the City, would have a material adverse impact on the ability of the City to generate sufficient Resort Tax Revenues to pay debt service on the Series 2026 Bonds. The City experiences routine litigation and claims incidental to the conduct of its municipal affairs. In the opinion of the City Attorney, there are no lawsuits presently pending or, to his actual knowledge, threatened, the adverse outcome of which would impair the City's ability to perform its obligations under the Bond Resolution. Also, see "SECURITY AND SOURCES OF PAYMENT" herein. LEGAL MATTERS Certain legal matters incident to the issuance of the Series 2026 Bonds and with regard to the tax- exempt status of the interest on the Series 2026 Bonds (see "TAX MATTERS" herein) are subject to the legal opinion of Squire Patton Boggs (US) LLP, Miami, Florida, Bond Counsel to the City. The signed legal opinion of Bond Counsel, substantially in the form attached hereto as APPENDIX D, dated and premised on law in effect as of the date of issuance of the Series 2026 Bonds, will be delivered on the date of issuance of the Series 2026 Bonds. The actual legal opinion to be delivered may vary from the form attached hereto to reflect facts and law on the date of delivery. The opinion will speak only as of its date, and subsequent distribution of it by recirculation of this Official Statement or otherwise shall create no implication that Bond Counsel has reviewed or expresses any opinion concerning any of the matters referenced in the opinion subsequent to its date of issuance. While Bond Counsel has participated in the preparation of certain portions of this Official Statement, it has not been engaged by the City to confirm or verify such information. Except as may be set forth in an opinion of Bond Counsel delivered to the Underwriters, Bond Counsel expresses and will express no opinion as to the accuracy, completeness or fairness of any statements in this Official Statement, or in any other reports, financial information, offering or disclosure documents or other information pertaining to the City or the Series 2026 Bonds that may be prepared or made available by the City, the Underwriters or others to the Holders of the Series 2026 Bonds or other parties. Certain legal matters incident to the issuance of the Series 2026 Bonds relating to disclosure will be passed on for the City by the Law Offices of Steve E. Bullock, P.A., Miami, Florida, whose legal services as Disclosure Counsel have been retained by the City. The signed legal opinion, dated and premised on law in effect as of the date of original delivery of the Series 2026 Bonds, will be delivered to the City by Disclosure Counsel at the time of original delivery of the Series 2026 Bonds. The proposed text of the legal opinion of Disclosure Counsel is set forth as APPENDIX E to this Official Statement. The actual legal opinion to be delivered may vary from that text if necessary to reflect facts and law on the date of delivery. The opinion will speak only as of its date, and subsequent distribution of it by recirculation of this Official Statement or otherwise shall create no implication that Disclosure Counsel has reviewed or expresses any opinion concerning any of the matters referenced in the opinion subsequent to its date of issuance. Certain legal matters will be passed on for the City by Ricardo J. Dopieo, Esquire, Miami Beach, Florida, City Attorney. Bryant Miller Olive P.A., Miami, Florida, is serving as counsel to the Underwriters. 56 1497 of 2461 The legal opinions and other letters of counsel to be delivered concurrently with the delivery of the Series 2026 Bonds express the professional judgment of the attorneys rendering the opinions or advice regarding the legal issues and other matters expressly addressed therein. By rendering a legal opinion or advice, the giver of such opinion or advice does not become an insurer or guarantor of the result indicated by that opinion, or the transaction on which the opinion or advice is rendered, or of the future performance of parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction. ENFORCEABILITY OF REMEDIES The remedies available to the owners of the Series 2026 Bonds upon the occurrence of a default under the Bond Resolution are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, the remedies specified by the Bond Resolution and the Series 2026 Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2026 Bonds (including Bond Counsel's approving opinion) will be qualified, as to the enforceability of the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery and to general principles of equity (whether sought in a court of law or equity). RATINGS [In the event any of the Series 2026 Bonds are insured by , S&P Global Ratings, a business unit of Standard and Poor's Financial Services LLC ("S&P"), is expected to assign a rating of "AA" (stable outlook) to the insured Series 2026 Bonds with the understanding that upon delivery of the insured Series 2026 Bonds, the Policy will be issued by . See "BOND INSURANCE OPTION" herein. Additionally, Moody's Ratings ("Moody's") has assigned a rating of " " and S&P has assigned a rating of " ," each with a "stable outlook," and each without regard to the issuance of the Policy.[ Such ratings and outlook reflect the view of such organizations. An explanation of the significance of such ratings and outlook may be obtained only from Moody's and S&P, respectively. An explanation of the rating and outlook assigned by Moody's may be obtained from Moody's at 7 World Trade Center, 250 Greenwich Street, 23rd Floor, New York, New York 10007, (212) 553-0300. An explanation of the ratings and outlook assigned by S&P may be obtained from S&P at 55 Water Street, 38" Floor, New York, New York 10041, (212) 438-2124. Generally, a rating agency bases its rating and outlook, if assigned, on the information and materials furnished to it and on investigations, studies and assumptions of its own. A securities rating and outlook is not a recommendation to buy, sell or hold securities. There is no assurance that the rating and outlook assigned by Moody's or the ratings and outlook assigned by S&P, respectively, will continue for any given period of time or that they will not be revised downward or withdrawn entirely by such rating agencies if, in their judgment, circumstances so warrant. Any downward revision or withdrawal of such ratings or outlook may have an adverse effect on the market price of the Series 2026 Bonds. UNDERWRITING The Series 2026 Bonds are being purchased by Morgan Stanley & Co. LLC, Jefferies LLC and Stifel, Nicolaus & Company, Incorporated (collectively, the "Underwriters"), subject to certain terms and conditions set forth in the bond purchase agreement between the City and the Underwriters, including the delivery of opinions on certain legal matters relating to the issuance of the Series 2026 Bonds by Bond 57 1498 of 2461 Counsel and the existence of no material adverse change in the condition of the City from that set forth in the Official Statement. The Series 2026 Bonds are being purchased at a purchase price of $ (which represents the $ principal amount of the Series 2026 Bonds, [plus / minus a net original issue premium / discount of $ ,] minus an Underwriters' discount of $ ). The Series 2026 Bonds are offered for sale to the public at the prices and yields set forth on the inside cover page of this Official Statement. The Series 2026 Bonds may be offered and sold to certain dealers at prices lower than or yields higher than such offering prices and yields. After the initial public offering, such public offering prices and yields may be changed, from time to time, by the Underwriters. Morgan Stanley, parent company of Morgan Stanley & Co. LLC, the senior manager for the Underwriters, has entered into a retail distribution arrangement with its affiliate Morgan Stanley Smith Barney LLC. As part of the distribution arrangement, Morgan Stanley & Co. LLC may distribute municipal securities to retail investors through the financial advisor network of Morgan Stanley Smith Barney LLC. As part of this arrangement, Morgan Stanley & Co. LLC may compensate Morgan Stanley Smith Barney LLC for its selling efforts with respect to the Series 2026 Bonds. In addition to the foregoing, the Underwriters may have entered into distribution agreements with other broker -dealers (that have not been designated by the City as an underwriter) for the distribution of the Series 2026 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. The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, 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. Bond Counsel and Disclosure Counsel may, from time -to -time, serve as counsel to one or more of the Underwriters on matters unrelated to the issuance of the Series 2026 Bonds. FINANCIAL ADVISOR - The City has retained PFM Financial Advisors LLC, Coral Gables, Florida, as financial advisor with respect to the authorization and issuance of the Series 2026 Bonds (the "Financial Advisor"). The Financial Advisor has assisted in the preparation of this Official Statement and in other matters relating to the planning, structuring and issuance of the Series 2026 Bonds. The Financial Advisor is not obligated 58 1499 of 2461 to undertake and has not undertaken to make an independent verification of, or to assume responsibility for, the accuracy, completeness or fairness of the information contained in this Official Statement. The Financial Advisor is an independent, registered municipal advisory firm. The Financial Advisor is not engaged in the business of underwriting, marketing or trading of municipal securities. Investors should not base any investment decision on the fact that the Financial Advisor has advised the City on matters relating to the issuance of the Series 2026 Bonds. CONTINGENT FEES The City has retained Bond Counsel, Disclosure Counsel and the Financial Advisor with respect to the authorization, sale, execution and delivery of the Series 2026 Bonds. Payment of the fees of such professionals and an underwriting discount to the Underwriters (including the fees of Underwriters' Counsel) are each contingent upon the issuance of the Series 2026 Bonds. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY LAWS Section 517.051, Florida Statutes, and Rule 69W-400.003, Florida Administrative Code, requires the City to disclose each and every default as to payment of principal and interest after December 31, 1975 with respect to obligations issued or guaranteed by the City. Rule 69W400.003 further provides, however, that if the City in good faith believes that such disclosure would not be considered material by reasonable investors, such disclosure may be omitted. The City has not defaulted on the payment of principal or interest with respect to obligations issued or guaranteed by the City after December 31, 1975 that would be considered material by a reasonable investor. AUTHORIZATION CONCERNING OFFICIAL STATEMENT The delivery of this Official Statement has been duly authorized by the City Commission. At the time of the delivery of the Series 2026 Bonds, the Mayor and the City Manager of the City will furnish a certificate to the effect that nothing has come to their attention which would lead them to believe that this Official Statement, as of its date and as of the date of delivery of the Series 2026 Bonds, contains an untrue statement of a material fact or omits to state a material fact which should be included therein for the purpose for which this Official Statement is intended to be used, or which is necessary to make the statements contained herein, in the light of the circumstances under which they were made, not misleading. A limited number of copies of the final Official Statement will be provided, at the City's expense, on a timely basis. MISCELLANEOUS All information included in this Official Statement has been provided by the City, except where attributed to other sources. The summaries of and references to all documents, statutes, reports, and other instruments referred to herein do not purport to be complete, comprehensive or definitive, and each such reference or summary is qualified in its entirety by reference to each such document, statute, report or other instrument. The information in this Official Statement has been compiled from official and other sources and, while not guaranteed by the City, is believed to be correct. To the extent that any statements made in this Official Statement and the appendices attached hereto involve matters of opinion or of estimates, whether or not expressly stated, they are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. 59 1500 of 2461 This Official Statement has been duly executed and delivered by the Mayor and the City Manager of the City of Miami Beach, Florida. CITY OF MIAMI BEACH, FLORIDA STEVEN MEINER, Mayor ERIC T. CARPENTER, City Manager 60 1501 of 2461 APPENDIX A General Information and Economic Data Regarding the City of Miami Beach, Florida and Miami -Dade County, Florida 1502 of 2461 GENERAL INFORMATION REGARDING THE CITY OF MIAMI BEACH AND MIAMI-DADE COUNTY, FLORIDA [TO BE UPDATED, AS NEEDEDI The following information pertaining to the City of Miami Beach, Florida (the "City") and Miami - Dade County, Florida (the "County") is set forth for purposes of providing background information only. The Series 2026 Bonds are payable only from the Resort Tax Revenues collected by the City, and other amounts constituting Pledged Funds, as defined in this Official Statement. The Series 2026 Bonds do not constitute a debt, liability or obligation or a pledge of the faith, credit or taxing power of the City, the County, the State of Florida, or any political subdivision thereof. INTRODUCTION The City The City is situated on a barrier island surrounded by the Atlantic Ocean to the east and Biscayne Bay to the west. The City comprises approximately seven (7) square miles of land area and approximately ten (10) square miles of Biscayne Bay. The City is connected to the mainland by four (4) vehicular causeways. The City enjoys a tropical climate, with an average annual temperature of 75 degrees Fahrenheit, 24 degrees Celsius. The City is the home of the Art Deco Historic District, consisting of one of the greatest concentrations of Art Deco architecture in the United States. Within the Art Deco Historic District is the world famous Ocean Drive, which has been called the "Riviera" of Florida. The City is generally divided into three (3) distinct neighborhoods: South Beach, Mid -Beach and North Beach. Each area has its own unique character and cultural identity that cater to residents and visitors alike. Globally recognized as a premier tourism and cultural destination, the City also functions as a vibrant business and residential hub, characterized by world -class arts, culture, dining, nightlife, special events and retail offerings. According to the U.S. Census Bureau's 2023 American Community Survey (ACS), the City's estimated population is approximately 79,616. The median household income is $71,073 (based on income in the past 12 months, adjusted for 2023 inflation), and the median age is 42.4 years. In 2023, the City's labor force comprised approximately 44,038 individuals. The primary employment sectors include: • Arts, entertainment, recreation, accommodation, and food services (23.40%) • Professional, scientific, management, administrative, and waste management services (18.50%) • Educational services, healthcare, and social assistance (15.05%) • Finance, insurance, real estate, rental, and leasing (13.50%) The tourism and hospitality sectors remain foundational to the City's economy, generating substantial revenue through hotel room nights and resort taxes. Despite global disruptions caused by the COVID-19 pandemic, the City has sustained its status as one of the world's foremost travel destinations. According to the Greater Miami Convention &Visitors Bureau (GMCVB), approximately 28.2 million visitors traveled to the County in 2024, representing a 4.0% increase over the previous year. The City remained the County's most frequented destination for overnight accommodations, drawing a majority of A-1 1503 of 2461 Florida resident overnight visitors (59%), international overnight visitors (52%), and nearly one-half (48%) of domestic overnight visitors. Among both international and domestic travelers, the City consistently ranks as the most visited area, with the Art Deco District, Lincoln Road, and the beaches cited as the top attractions. The Art Deco Historic District was officially listed on the National Register of Historic Places in 1979 and features the largest collection of Art Deco architecture in the world, comprising hundreds of hotels, apartments, and other structures built between 1923 and 1943. Collectively, visitors to the City generate an estimated $9.5 billion annual economic impact. As of the first quarter of 2025, the County ranked second nationally among U.S. hotel markets in both occupancy and average daily room rates. Hotel industry data from April 2025 indicates that the City achieved a year-to-date occupancy rate of 81.2%, which grew at a faster pace (1.5%) than the Countywide average of 82.1%, which represented a 1.2% growth for the County. The City also posted a strong year -over -year increase in average daily room rates, reaching $356.82 in 2025, which represents a 3.1% gain compared to the County's average daily room rate of $274.90 in 2025, which reflects a 3.0% year -over -year increase. Miami International Airport ("MIA") reported a slight year-to-date decline in weekly passenger arrivals as of 2025, down 0.4% for international travelers and 0.5% for domestic travelers, compared to 2024. Despite the slight decline, MIA continues to lead all U.S. airports in international passenger and cargo traffic, according to the Miami -Dade Beacon Council. In addition, PortMiami the (the "Port") has demonstrated continued strength in the cruise industry. In February 2025, the Port welcomed a record -breaking ten cruise ships in a single day. It remains the first major East Coast cruise port to provide shore power capabilities at five berths, positioning it as a leader in both sustainability and capacity. Cruise passenger volume in the first quarter of 2025 rose by 4.7% year -over -year and by 15.5% compared to the first quarter of 2023. The Miami Beach Convention Center (the "Convention Center"), a LEED Silver -certified facility by the U.S. Green Building Council, continues to reinforce the City's status as a leading destination for conventions and events. In 2024, the Convention Center hosted 98 regional, national, and international events, including Art Basel, the Miami International Boat Show, eMerge Americas, and iConnections, welcoming over 613,000 attendees. The Convention Center is projected to host 71 events in 2025. In 2024, the Convention Center received several industry accolades, including: • Northstar Meeting Group's Silver Stella Award (third consecutive year) • Lux Life Magazine's Hidden Gem of the Year • Exhibitor Magazine's Centers of Excellence Award • Association Conventions & Facilities' Distinctive Achievement Award • Smart Stars' Best Convention Center Award • Convention South Reader's Choice Award • Facilities and Destination's Prime Site Award These achievements collectively affirm the City's continued economic vitality, its leadership in the hospitality and events industry, and its enduring global appeal. The City remains firmly committed to diversifying its economy, which historically has been centered on tourism and hospitality. The strategic shift in priority is facilitating the emergence of a dynamic, multi -sector business environment encompassing financial services, technology, health and wellness, and the arts. The City's evolving commercial landscape is drawing increasing interest from innovative start-ups, established investors, and leading industry stakeholders. This trend is fostering a /:6% 1504 of 2461 collaborative ecosystem that supports cross -sector growth, enhances the overall vitality of the labor market, and contributes to a more resilient and adaptable local economy. To capitalize on the increase in economic opportunities created within the City and proactively address evolving economic challenges, the City continues to pursue targeted initiatives designed to strengthen the business climate and stimulate commercial growth. The City is positioned as a premier destination to launch, expand, or relocate a business, to build a meaningful and rewarding career, and to explore real estate development and investment opportunities. Supporting this positioning is a suite of incentive programs and services offered by the City, including, to name a few, a Business Concierge Program, the Expedited Plan Review and Permitting Program, the Job Creation Incentive Program, and the Commercial Lease Subsidy Program. These efforts are complemented by ongoing investments in streetscape and infrastructure improvements, and the cultivation of special assessment and business improvement districts, demonstrating the City's continued dedication to fostering a competitive and resource -efficient economic environment. In response to broader national and global economic conditions, including supply chain disruptions, workforce availability, and housing affordability, the City remains focused on supporting small businesses by providing grant opportunities, disseminating technical information, and identifying strategies to reduce barriers to success. The City has placed a strong emphasis on advancing economic development within its key commercial corridors through the implementation of initiatives that leverage local assets, enhance urban aesthetics, and foster active stakeholder engagement. The creation of the North Beach Community Redevelopment Agency has served as a catalyst for renewed private investment, new development, and meaningful quality -of -life improvements within the North Beach community. In South Beach, transformative initiatives within the Art Deco Cultural District and the recently expanded and upgraded Convention Center campus continue to enhance the area's appeal. Recent and ongoing enhancements include the activation of eight acres of improved Convention Center public park space and the present development of a Convention Center hotel. Similarly, the Mid -Beach area is undergoing a revitalization through the establishment of a business improvement district and associated public improvements and investments designed to deliver sustained benefits for both residents and visitors. Such developments are expected to further strengthen the City's standing as a globally recognized destination. The City is home to some of the nation's most coveted commercial and residential real estate. The relocation and expansion of private equity, investment, and financial services firms into the City has infused the local economy with talent, capital, and momentum, catalyzing new business activity and spurring the growth of complementary industries. Lincoln Road continues to rank among Florida's highest -value retail corridors and is experiencing a diversification of tenancy with the addition of notable office and dining establishments. A major public streetscape improvement project is also planned to commence for the corridor. The City's hospitality sector continues to lead the nation in hotel performance metrics, buoyed by an internationally acclaimed restaurant scene, celebrated historic architecture, immersive public art installations, and world -class cultural programming. The City is increasingly defined by a spirit of innovation and opportunity, exemplified by the growing community of entrepreneurs, investors, and thought leaders who are shaping the City's future as a forward -looking, business -friendly urban center. The County The County is the most populous county in the southeastern United States and one of the largest in geographic area. The County spans approximately 2,209 square miles, with the majority of its population concentrated along the coastal, eastern areas. The western portion of the County encompasses part of the Florida Everglades and remains largely undeveloped. The County was formally established on January 18, 1836 under a Territorial Act of the United States. At the time, the territory of the County A-3 1505 of 2461 included the land that now comprises Palm Beach and Broward Counties, in addition to what is today Miami -Dade County. In 1909, Palm Beach County was created from the northern portion of what was then Dade County. In 1915, Palm Beach County and then Dade County contributed nearly equal portions of land to create what is now Broward County. There have been no significant boundary changes to the County since 1915. There are thirty-four (34) incorporated municipalities in the County and the County serves as a municipal government for its unincorporated areas. In addition to the City, the municipalities in the County include the cities of Miami, Hialeah and Coral Gables. POPULATION According to estimates from the U.S. Census Bureau for calendar year 2023, the population of the City of Miami Beach is approximately 79,616, while the population of Miami -Dade County for calendar year 2024 stands at approximately 2,774,841. The following section provides general population statistics and demographic trends related to both the City and the County, including data regarding age distribution and historical growth patterns. Population, City of Miami Beach and Miami -Dade County 2015 - 2024 City of Miami -Dade Calendar Year Miami Beach Percent Change County Percent Change 2015 91,564 — 2,653,934 — 2016 91,917 0.4% 2,696,353 1.6% 2017 92,307 0.4 2,743,095 1.7 2018 91,718 (0.6) 2,779,322 1.3 2019 93,988 2.5 2,812,130 1.2 2020 94,161 0.2 2,701,767 (3.9) 2021"' 80,671 (14.3) 2,731,939 1.1 2022"' 80,027 (0.8) 2,757,592 0.9 2023"' 79,616 (0.5) 2,768,954 0.4 2024 (2) (2) 2,774,841 0.2 Source: Annual Comprehensive Financial Report of the City of Miami Beach, Florida for the Fiscal Year ended September 30, 2024 and Annual Comprehensive Financial Report of Miami -Dade County, Florida for the Fiscal Year ended September 30, 2024. (1) Amounts for the City for calendar years 2021 - 2023 are provided by the U.S. Department of Commerce, Bureau of Census, American Community Survey (based on population estimates from the 2020 U.S. Census) and, for the calendar years prior to 2021, are based on estimates provided by the State of Florida. (2) Information currently unavailable. A-4 1506 of 2461 Population Breakdown City of Miami Beach, 2019 - 2023 Age Group 2019 2020 2021 2022 2023 Under 18 14.8% 15.5% 15.6% 14.6% 15.2% 18 and over 85.2 84.5 84.4 85.4 84.8 21 and over 82.7 81.8 82.1 83.5 82.7 65 and over 16.7 16.7 17.1 18.2 18.4 Median Age: 41.4 41.6 41.7 42.3 42.4 Source: U.S. Department of Commerce, Bureau of Census. GOVERNMENT The City was incorporated as a municipal corporation on March 26, 1915. The City operates under a Commission/City Manager form of government. The governing body of the City consists of a seven -member City Commission composed of the Mayor and six (6) City Commissioners. The City Commission serves as the policy -making authority for the City and is empowered to enact ordinances, conduct public hearings, approve contracts, adopt the annual budget, establish property tax levies, authorize the issuance of debt secured by the City's full faith and credit or revenue sources, and approve the construction of public infrastructure and improvements. The Mayor and City Commission are elected on a citywide, nonpartisan basis. Elections are held in odd numbered years. The Mayor is elected to serve two-year terms with a lifetime limit of three (3) two-year terms. Commissioners are elected to serve four-year terms with a lifetime limit of two (2) four- year terms. City Commission terms are staggered to ensure continuity in governance by avoiding complete turnover of the City Commission at any one time. Additionally, the City Commission selects one (1) of its members on a rotating basis to serve as Vice Mayor for a four -month term. The Mayor, who is the presiding officer at City Commission meetings, may vote on all matters that come before the City Commission, but does not possess veto authority. The City Commission is responsible for appointing four (4) Charter Officers: the City Manager, the City Attorney, the City Clerk and the Inspector General. Department directors and other senior administrative personnel are appointed by the City Manager, subject to confirmation by the City Commission. The City Manager functions as the Chief Executive Officer of the City and is responsible for ensuring that the ordinances, resolutions, policies, and directives enacted or adopted by the City Commission are faithfully executed. The City Manager provides strategic leadership, professional guidance, and executive oversight to the City's operations and administration. This role includes the preparation and management of the City's budget, long-term planning and development, oversight of City personnel and departments, intergovernmental coordination, and the provision of recommendations and updates to the City Commission. The City Manager is also charged with safeguarding the health, safety, and welfare of both residents and visitors. Except for the City Attorney's Office and City Clerk's Office, all department directors report to and serve at the discretion of the City Manager. SCOPE OF SERVICES The City provides a comprehensive array of municipal services to its residents, businesses and visitors, including police and fire protection, parks, recreation and cultural programming, public sanitation A-5 1507 of 2461 services, including solid waste collection and recycling, water, wastewater, and stormwater management, public works, including the construction and maintenance of streets and municipal infrastructure, neighborhood and community services, and economic development and urban planning initiatives. These services are designed to support a high quality of life, promote sustainability and resilience, and ensure the effective and efficient operation of the City. ECONOMIC AND DEMOGRAPHIC DATA Median Household Income The estimated median household income for the City has been consistently higher than the median household income for the County in recent years. From calendar year 2017 through 2023, the City's median household income has demonstrated steady growth, reflecting the City's resilient economic base, sustained demand for residential properties, and continued appeal to higher -income households and professionals across diverse industries. Between 2017 and 2023, the difference between the City's and the County's median household income ranged from approximately 1.74% to 8.5%, with the highest differential observed in calendar year 2018. While the County experienced a significant year -over -year increase in 2023, surpassing the City's median income for the first time in the reported period, the City's figures continue to reflect a strong upward trajectory overall. The table below presents the estimated median household income for the City and the County from 2017 through 2023. All values are adjusted for inflation and reported in constant dollars. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] A-6 1508 of 2461 Estimated Median Household Income, 2017 - 2023 City of Miami -Dade Calendar Year Miami Beach Percent Change County Percent Change 2017 $50,193 - $46,338 - 2018 53,348 6.3% 48,982 5.7% 2019 53,971 1.2 51,347 4.8 2020 57,211 6.0 53,975 5.1 2021 59,162 3.4 57,815 7.1 2022 65,116 10.1 64,215 ► 1.1 2023 67,014 2.9 68,694 7.() Source: U.S. Department of Commerce, Bureau of Census. Per Capita Personal Income From calendar year 2017 through 2023, the estimated per capita personal income in the County increased by approximately 48%, rising from $49,166 to $72,953. The County's growth in per capita income during this time frame slightly outpaced that of both the State of Florida and the United States, which recorded increases of approximately 39.9% and 35.42%, respectively, during the same period. This relative growth reflects the County's strong economic performance and increasing prosperity when compared to broader state and national trends. Per Capita Personal Income, 2017 - 2024 Calendar Miami -Dade State of Year County % of U.S. Florida % of U.S. United States 2017 $49,166 95.4% $49,055 95.2% $51,550 2018 53,584 99.6 51,520 95.8 53,786 2019 56,137 99.8 54,560 97.0 56,250 2020 57,713 96.6 57,292 95.9 59,765 2021 64,849 101.1 62,270 97.1 64,143 2022 68,336 103.0 64,468 97.0 66,244 2023 72,953 105.0 68,630 98.0 69,810 2024 (1) (1) 70,544 99.0 71,456 Source: Annual Comprehensive Financial Report of the State of Florida for the Fiscal Year ended June 30, 2024 and Annual Comprehensive Financial Report of Miami -Dade County, Florida for the Fiscal Year ended September 30, 2024. (1) Information currently unavailable. A-7 1509 of 2461 EMPLOYMENT The following tables provide information relating to the City's labor force for calendar years 2019 through 2024 and the principal employers in the County for the Fiscal Year ended September 30, 2024 and comparative data for the Fiscal Year ended September 30, 2015. City of Miami Beach Employment 2019 - 2024* Labor Force 2019 2020 2021 2022 2023 2024 Labor Force Employed 46,420 40,262 42,469 45,043 46,201 46,881 Labor Force Unemployed 1,201 3,759 2,027 1,087 822 1,012 Total Labor Force 47,621 44,020 44,496 46,130 47,023 47,893 Unemployment Rate 2.5% 8.7% 4.6% 2.4% 1.7% 2.1 % Source: U.S. Department of Labor, Bureau of Labor Statistics. * Represents the annual average of the monthly amounts and percentages reported for each year. Amounts presented in table represent totals, which may not add due to rounding. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] A-8 1510 of 2461 Miami -Dade County Principal Employers 2024 2015 Percentage Percentage of Total of Total County County Employer Employees Rank Employment Employees Rank Employment Miami -Dade County Public Schools 35,497 1 2.55% 31,000 1 2.35% Miami -Dade County 29,495 2 2.12 24,692 2 1.87 University of Miami 22,566 3 1.62 13,864 5 1.05 Jackson Health System 14,249 4 1.02 8,163 8 0.62 Publix Super Markets 14,146 5 1.01 - - - American Airlines 11,297 6 0.81 11,773 7 0.89 Amazon 7,383 7 0.53 - - - Walmart 7,373 8 0.53 - - - Florida International University 6,597 9 0.47 4,951 9 0.37 Miami -Dade College 5,958 10 0.43 2,572 15 0.19 United States Postal Service 5,843 11 0.42 - - - Baptist Hospital of Miami 5,469 12 0.39 - - - Department of Homeland Security 5,356 13 0.38 - - - City of Miami 5,000 14 0.36 3,820 10 0.29 Baptist Health South Florida 4,919 15 0.35 13,369 6 1.01 Federal Government - - - 19,300 3 1.46 Florida State Government - - - 19,200 4 1.45 Miami Children's Hospital - 2,991 13 0.23 Mount Sinai Medical Center - - - 3,402 11 0.26 Homestead AFB - - - 2,810 14 0.21 Florida Power & Light Company - - - 3,011 12 0.23 TOTAL 181, 148 1�/0 164,918 12.48% Source: Annual Comprehensive Financial Report of Miami -Dade County, Florida for the Fiscal Year ended September 30, 2024. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] A-9 1511 of 2461 BUILDING PERMITS The following is a calculation of the total value of the Building Permits issued by the City during the past ten (10) years. City of Miami Beach, Florida Value of Building Permits Issued Fiscal Years 2015 - 2024 Fiscal Year Ended September 30, Number of Permits"' Total Value"' 2015 14,396 $ 742,450,180 2016 13,114 1,004,748,170 2017 10,978 990,230,904 2018 10,449 567,164,899 2019 9,885 681,226,517 2020'2' 6,606 409,368,960 2021(" 8,675 598,927,328 2022 12,434 926,044,769 2023 12,171 1,077,155,160 2024 12,828 1,528,167,560 Source: City of Miami Beach Building Department. (1) Amounts have been revised from numbers provided previously to reflect the most recent determination of actual number of permits issued and final valuations and improved calculation and reporting of such amounts from upgraded accounting software. (2) Decreases in Fiscal Year 2020 and 2021 result from the impacts of the COVID-19 pandemic. LOCAL ECONOMY Tourism remains the cornerstone of the City's economy, generating over $9.5 billion annually in direct visitor spending on hotels, food and beverages, and contributing significantly to the City's multi -billion -dollar retail marketplace. In Fiscal Year 2019, prior to the COV1D-19 pandemic, the City welcomed approximately 7.2 million overnight visitors and 7.9 million tourists to South Beach and the Art Deco Historic District. While Fiscal Year 2020 saw a notable decline in visitation due to pandemic -related impacts, tourism rebounded quickly, returning to near pre -pandemic levels in Fiscal Year 2021 and has continued to rise in subsequent years. In Fiscal Year 2024, the City hosted over 5.4 million overnight visitors, with total visitor -generated revenues again reaching approximately $9.5 billion. A-10 1512 of 2461 According to the 2024 Visitor Industry Overview by the Greater Miami Convention and Visitors Bureau, the Greater Miami and Miami Beach area attracted over 28.2 million visitors in 2024, comprised of 20.1 million overnight and 8.1 million day -trip visitors. Such visitors spent a combined $22 billion, marking a 4% increase over such spending in 2023. The total economic impact of tourism reached $31.1 billion in 2024, up 5% from the prior year. Such economic impact contributed $20 billion to the County's Gross Domestic Product, accounting for 9% of the County's total Gross Domestic Product in 2024. Tourism supported more than 209,000 jobs in 2024, constituting approximately 10% of all jobs in the County, and generated $11.5 billion in wages. The industry also contributed $5.2 billion in combined annual tax revenues at the county, state, and federal levels, including $2.2 billion for the County and the State of Florida. Such revenues equate to tax savings of approximately $2,200 per household, or $787 per person in the County. The recovery following the COVID-19 pandemic and continued growth of the tourism sector have been supported by increased hotel room demand, rising air and cruise passenger volumes, and expanded capacity at Miami International Airport. The City's benefit from the area's diverse lineup of signature events, including Formula 1, and renewed interests in conducting regional, national and international meetings and conventions in the area, have also contributed to the sustained increase in economic activity in the City. Major annual conferences, such as eMerge Americas and iConnections, and Global Alts Miami showcase the City's emergence as a destination for innovation and entrepreneurship. Since 2002 (excluding 2020), the City has hosted the U.S. edition of Art Basel, the world's most prestigious international art fair. In 2024, the fair featured 286 leading galleries from 38 countries and attracted more than 75,000 visitors, generating $547 million in economic activity, which constituted a 9.4% increase from 2023, according to a study by BixCosts.com. Art Basel will return to the City in December 2025. The City continues to serve as a regional hub, welcoming 7 to 9 million day -trip visitors annually from the surrounding area. It has also long attracted major film and television productions, including Ballers (HBO), Bum Notice (USA), Magic City (Starz), and films such as Iron Man 3, Pain & Gain, and the Bad Boys franchise. Despite external challenges affecting the entertainment industry, the City remains a sought-after location for film, fashion, and television productions. The City is also home to numerous international talent and modeling agencies and continues to attract global events and creative professionals. According to the Arts & Economic Prosperity 6 report by the Miami -Dade County Department of Cultural Affairs, the County's arts and cultural sector generates $2.1 billion in annual economic activity and supports over 31,500 jobs. Nonprofit arts organizations account for $1.2 billion in spending, with audiences contributing another $856 million. The study further highlights that 21.4% of arts event attendees travel from outside the County, underscoring the sector's value to local tourism. CONVENTION CENTER RENOVATION The Convention Center, originally built in 1957, recently underwent a $515 million renovation and expansion, which was completed in the Fall of 2018. The Convention Center now offers upgraded and completely redefined meeting spaces and entertainment solutions for hosting large-scale business, trade, civic, and cultural events. The new 1.4 million square foot, LEED certified facility includes a state-of-the-art 60,000 square foot grand ballroom, additional meeting rooms with flexible arrangements, a 20,000 square foot glass rooftop junior ballroom, advanced technology, and new versatile indoor/outdoor public spaces. For added A-11 1513 of 2461 convenience, 800 parking spaces located across from the Convention Center have been relocated within the footprint of the building, thus allowing a 5.8 acre parking lot to be converted into a public park surrounded by canopy trees, a flexible lawn area, a food pavilion, and a public plaza to honor the City's veterans. The park has the potential to become the new civic "heart" of Miami Beach. The new upgrades and improvements enable the Convention Center to keep up with the demands of the competitive national and international convention community, while new outdoor public spaces create improved walkability, connecting the Convention Center and the City's adjacent historical cultural district and resorts. CONVENTION CENTER HOTEL In November 2018, voters of the City overwhelmingly approved the leasing of City -owned land to facilitate the development of a new hotel adjacent to the Convention Center. A connected, first-class hotel is a critical component of the City's vision to deliver a world -class, competitive convention campus capable of attracting major events and global meetings. Located at the corner of 17th Street and Convention Center Drive, the 17-story, 800-room Grand Hyatt Miami Beach Convention Center Hotel (the "Convention Center Hotel") will anchor the Convention Center District. The Convention Center Hotel site is within walking distance of the beachfront, Lincoln Road's vibrant retail and dining corridor, the New World Center, the Bass Museum and Collins Park Cultural Campus, and the Fillmore Miami Beach at the Jackie Gleason Theater. In June 2022, the developer of the Convention Center Hotel commenced initial site preparations. A groundbreaking ceremony was commemorated in May 2025, with vertical construction scheduled to begin soon thereafter. The current schedule estimates a 30-month construction period. The Convention Center Hotel will include 12 floors of guest rooms and 52 luxury suites offering sweeping views of the City, four floors of meeting and ballroom spaces, designed to complement and enhance the capabilities of the Convention Center, a rooftop, resort -style pool deck with panoramic views, a signature restaurant, lobby lounge and bar, and limited, street -level retail venues. A climate -controlled, art -filled skybridge will provide seamless access between the Convention Center Hotel and the Convention Center, enhancing the guest experience and allowing for smooth, weatherproof movement between venues. MIAMI BEACH VISITOR AND CONVENTION ACTIVITY The City and the Greater Miami area offer a diverse hotel portfolio that appeals to both leisure and business travelers alike, from luxury beachfront resorts to boutique accommodations in historic districts. The region consistently ranks among the top hospitality destinations in the United States. According to STR, a leading global hospitality analytics firm, the County remained one of the Top 25 U.S. hotel markets in 2024. The County concluded the year with: An average occupancy rate of 73.8%, An average daily rate (ADR) of $224.04, and Revenue per available room (RevPAR) of $163.79. While home -sharing platforms like Airbnb continued to expand in 2024, traditional hotel accommodations remain the preferred choice for most overnight visitors to the area. Following years of exceptional hotel performance driven by pandemic -related travel dynamics, 2024 marked a return to more normalized hotel activity. Modest but steady growth in all key performance indicators was reported across the region. IMF•l 1S14 of 2461 In early 2025, the County experienced a strong start, with hotel occupancy from January through April reaching 82.1%, up 1.2% year -over -year and ranking second nationally among major markets. Moreover, the County led the nation in hotel RevPAR, solidifying the region's standing as one of the most resilient and high -performing hospitality markets in the United States. The development of the Convention Center Hotel supports and strengthens the City's commitment to attract high -value conventions and accommodate a growing volume of overnight guests. Each year, the Convention Center hosts a diverse slate of events, and the City welcomes millions of visitors whose economic contributions support local businesses, jobs, and public revenues. Set forth below is information relating to Convention Center attendance and overnight visitor activity. Miami -Dade County and the Miami Beach Convention Center host a large number of conventions and the City welcomes a large number of overnight visitors each year. Set forth below is information relating to Convention Center attendance and overnight visitor activity. City of Miami Beach, Florida Convention Center Attendance and Overnight Visitors Fiscal Years 2013 - 20241" Convention Center Overnight Total Overnight Fiscal Year Attendance Visitors Visitor Spending 2013 589,663 5,697,053 $ 8,088,739,484 2014 737,954 6,961,200 9,201,340,602 2015 591,277 6,652,186 10,614,159,967 2016 388,641"' 6,951,648 10,500,000,000 2017 174,055"' 7,153,246 11,546,000,000 2018 147,200`2' 7,284,000 11,681,700,000 2019 422,588 7,182,000 12,020,500,000 2020" 300,445 2,300,000 3,400'000,00014) 2021') 77,125 5,200,000 8,800,000,000'41 2022 503,655 5,600,000 9,900,000,000`4j 2023 421,705 5,500,000 9,700,000,000 2024 613,543 5,400,000 9,500,000,000 Source: Greater Miami Convention and Visitors Bureau. Footnotes for the immediately preceding table are provided on the next page. (1) Amounts for Overnight Visitors for Fiscal Years 2018 through 2024 and for Total Overnight Visitor Spending for Fiscal Years 2016 through 2024 are estimates. A-13 1515 of 2461 (2) Reduced attendance resulted from portions of the Convention Center being unavailable due to the renovation and expansion project, which commenced in December 2015 and was completed in September 2018. (3) Decrease results from the impact of the COVID-19 pandemic. (4) Decrease results from a major revision to the visitor profile program. TRANSPORTATION Surface Transportation The County has a comprehensive transportation network designed to meet the needs of residents, visitors and area businesses. The County's internal transportation system includes: • Metrorail, a 24.8 mile, 23 station, elevated electric rail system connecting South Miami -Dade and the City of Hialeah with to downtown Miami and civic center areas and Miami International Airport, providing 21.5 million passenger trips annually; • Metromover, a fully automated, driverless, 4.4 mile elevated electric rail, double -loop people mover system that (i) is interfaced with Metrorail, (ii) completes approximately 10.3 million passenger trips annually throughout 21 stations and (iii) carries passengers around downtown Miami's central business center, south to the Brickell Avenue business and international banking centers and north to the Andrienne Arsht Performing Arts Center and Omni shopping center areas; • the County's Metrobus system which (i) includes both directly operated and contracted conventional urban bus service, (ii) interconnects with all Metrorail stations and key Metromover stations, (iii) operates over approximately 29.6 million revenue miles per year, and (iv) provides over 65.2 million passenger trips annually; • Paratransit Services, offered through the County's Special Transportation Service for elderly and disabled residents, providing over 1.64 million passenger trips annually in a demand - response system which (i) includes both directly operated and contracted conventional urban bus service, (ii) interconnects with all Metrorail stations and key Metromover stations, (iii) operates over approximately 29.6 million revenue miles per year, and (iv) provides over 65.2 million passenger trips annually; and • Municipal Trolleys, offered by many municipalities, including the City, and operated as local circulator trolleys, typically free and integrated with the County's transportation system. Participating cities include Aventura, Coral Gables, Doral, Hialeah, Homestead, Miami, Miami Gardens, North Miami Beach, and Sunny Isles Beach. Passenger service between the northeastern United States and South Florida is provided by Amtrak. In addition to Amtrak., the Tri-County Rail Service is a 72-mile train system that provides commuter passenger service between Miami -Dade, Broward, and Palm Beach Counties, with 50 weekday and 30 weekend/holiday trains serving 18 stations. Average daily ridership exceeds 11,000 passengers, with recent peaks surpassing 13,000 passengers. Brightline Trains Florida LLC is an express intercity passenger rail system extending from Miami to Orlando, Florida, with stations located in Miami, Aventura, Fort Lauderdale, Boca Raton, West Palm Beach and Orlando ("Brightline"). Originally developed and operated by "All Aboard Florida," a subsidiary of Florida East Coast Industries, Brightline is the United States' only privately owned and operated intercity passenger railroad. Brightline provides Floridians and visitors a viable, high quality transportation alternative to congested highways and airport terminals. A-14 1516 of 2461 Brightline began service from Fort Lauderdale to West Palm Beach in January 2018, which was extended to Miami in May 2018. Service to Orlando was launched on September 22, 2023, with sixteen daily roundtrips scheduled. Service is currently provided approximately once each hour, including 30-minute departures for peak morning and evening commutes, generally beginning at 5:00 a.m. to approximately 1:00 a.m. In April 2024, Brightline served 223,117 riders, a 48% year -over -year increase. Brightline now offers 18 daily round trips, including 16 covering the full Miami -to -Orlando route. Additional stations are planned, including a possible extension approximately 90 miles from Orlando to Tampa, with two planned intermediate stops expected to serve the Orange County Convention Center and the major theme parks in Central Florida. Miami International Airport Miami International Airport is one of the busiest airports in the world for both passenger and cargo traffic. In 2024 Miami International Airport: Served nearly 56 million passengers, Processed over 3 million tons of cargo, and Recorded three consecutive years of passenger volume records and five consecutive years of cargo growth. Key highlights, Miami International Airport: Became the busiest United States airport for international cargo in 2021 and surpassed New York's JFK Airport as the top United States gateway for international passengers; Is the 3rd largest hub for American Airlines and serves as a key base for Avianca, Frontier Airlines, and LATAM; and Spans 3,300 acres, provides access to 150 global destinations and ranks: 8th in the United States and 14th globally for total passenger traffic, 2nd in the United States for international passenger volume, and 1 st in the United States and 7th worldwide for total cargo tonnage. PortMiami The Port of Miami, known as the "cruise capital of the world" ("PortMiami"), is a 520-acre island port and one of the busiest seaports for both cruise and cargo operations. Cruise Operations: In Fiscal Year 2024, PortMiami welcomed over 7.2 million cruise passengers, including embarkations for the world's largest cruise ship, Icon of the Scas; After cruise operations were suspended in 2020 due to the COVID-19 pandemic, service resumed in July 2021 and, by Fiscal Year 2022, passenger volume surged to 4.02 million, up 1,496% from Fiscal Year 2021; and Most cruise lines have now returned to pre -pandemic occupancy rates, with many exceeding 100%. A-15 1517 of 2461 Cargo Operations: PortMiami handles over 9.6 million tons of cargo annually, supporting more than 22,000 direct jobs and a total economic impact exceeding 334,000 jobs countywide; The cargo sector generates $890 million in direct wages and over $1.6 billion in total income and consumption expenditures annually; and The total economic impact of PortMiami's cargo operations is estimated at $35 billion statewide, generating $10 billion in income and $2 billion in taxes. Infrastructure Investments: Recent investments impacting PortMiami include: — The PortMiami Tunnel (opened in 2014), improved direct access from I-95 and I-395; — New cruise terminals, parking garages, and roadways, — Electrification of gantry crane docks and acquisition of super post-Panamax cranes, — Completion of the Deep Dredge Project in 2015, making PortMiami the only United States port south of Virginia able to accommodate the world's largest container ships. Global Trade: PortMiami is a strategic hub for trade with Latin America, the Caribbean, and the Far East. 42% of cargo tonnage pre -pandemic came from the Caribbean and Latin America, while 35% was from Asia -Pacific markets. RECREATION The City offers a wide array of recreational opportunities, with more than 40 parks, playgrounds, and recreational facilities spread throughout its neighborhoods. Whether it is beach volleyball, roller skating, tennis, pickleball, or golf, the City's parks and open spaces offer something for everyone. Signature Parks and Open Spaces • Flamingo Park: A centrally located, multi -use park known for its extensive sports facilities, including tennis courts, basketball courts, a track, and an aquatic center. • North Shore Park & Youth Center. Serves as a key recreational and community hub for the North Beach neighborhood. • Pride Park: A nearly 6-acre urban green space located across from the Miami Beach Convention Center, often used for public events and cultural programming. • Miami Beach Botanical Garden: A serene 2.6-acre garden showcasing over 100 palm species, native plants, and orchids. It also functions as a venue for educational programming and art exhibitions. The nine -mile Beachwalk is a scenic oceanfront pathway ideal for walking, jogging, and biking. It runs the length of the City's eastern edge, connecting neighborhoods, parks, and commercial districts along the beach. A-16 1518 of 2461 Water Recreation and Marina Access The Gulf Stream, located just offshore, provides abundant fishing opportunities for game fish enthusiasts. The Miami Beach Marina, a state-of-the-art facility, offers: • 400 boat slips accommodating vessels up to 250 feet in length; • Direct access to the Atlantic Ocean and the Gulf Stream; and • A full suite of marina services in the South Pointe area of the City. Located on City -owned bayfront land adjacent to Government Cut, the Marina is a private development and remains one of South Florida's premier boating destinations. Golf Facilities The City owns and operates two championship public golf courses: • Miami Beach Golf Club; and • Normandy Shores Golf Club. Both facilities feature clubhouses that include a restaurant, lounge, and pro shop, offering amenities for golfers of all levels. Cultural Resources Miami Beach is internationally recognized as a cultural destination, anchored by the historic Art Deco District, home to the largest concentration of Art Deco architecture in the world. Notable cultural institutions include: • The Bass: A contemporary art museum with exhibitions, artist talks, and educational programs, • The Wolfsonian-FIU: Focused on modern -era art, design, and history, • Miami Beach Botanical Garden: In addition to its horticultural appeal, it serves as a platform for visual and performing arts. Signature Events and Public Art Miami Beach is host to a vibrant calendar of cultural events that draw global audiences, including: • Art Basel Miami Beach; • South Beach Jazz Festival; and • South Beach Food and Wine Festival. Public art installations, such as those in Pride Park and along Ocean Drive, contribute to the City's dynamic and accessible arts landscape. With its unique combination of recreational amenities, natural beauty, and cultural vibrancy, Miami Beach provides an exceptional quality of life for residents and a memorable experience for visitors from around the world. A-17 1519 of 2461 APPENDIX B Excerpts from Comprehensive Annual Financial Report of the City of Miami Beach, Florida for the Fiscal Year Ended September 30, 2025 1520 of 2461 APPENDIX C The Bond Resolution 1521 of 2461 APPENDIX D Proposed Form of Opinion of Bond Counsel 1522 of 2461 APPENDIX E Proposed Form of Opinion of Disclosure Counsel 1523 of 2461 Date of Delivery Mayor and City Commission of the City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 CITY OF MIAMI BEACH, FLORIDA Resort Tax Revenue Refunding Bonds Series 2026 Ladies and Gentlemen: We have served as Disclosure Counsel in connection with the issuance by the City of Miami Beach, Florida (the "City") of its S in aggregate principal amount of Resort Tax Revenue Refunding Bonds, Series 2026 (the "Series 2026 Bonds"). The Series 2026 Bonds are being issued with the terms, for the purposes and subject to the conditions set forth in Resolution No. No. 2015-29175 adopted by the Mayor and City Commission of the City (collectively, the "City Commission") on October 14, 2015 (the "Original Resolution"), as supplemented by Resolution No. No. 2026- adopted by the City Commission on April _, 2026 (the "Series 2026 Resolution" and, together with the Original Resolution, the "Bond Resolution"), as described in the Official Statement dated May _, 2026 relating to the Series 2026 Bonds (the "Official Statement"). All capitalized terms used in this opinion that are not defined herein and not normally capitalized shall have the meaning ascribed to such terms in the Official Statement. In connection with the issuance and delivery of this opinion, we have considered such matters of law and fact and have relied upon such certificates and other information furnished to us as we have deemed appropriate. We are not expressing any opinion or views herein on the authorization, issuance, delivery or validity of the Series 2026 Bonds. To the extent that the opinions expressed herein relate to or are dependent upon the determination that the proceedings and actions related to the authorization, issuance and sale of the Series 2026 Bonds are lawful and valid under the laws of the State of Florida, or that the Series 2026 Bonds are valid and binding obligations of the City enforceable in accordance with their terms, or that interest on the Series 2026 Bonds is excluded from the gross income of the owners thereof for federal income tax purposes, we understand that you are relying upon the opinions delivered on the date hereof of Squire Patton Boggs (US) LLP and no opinion is expressed herein as to such matters. The scope of our engagement with respect to the issuance of the Series 2026 Bonds was not to establish factual matters and, because of the wholly or partially non -legal character of many of the determinations involved in the preparation of the Official Statement, we are not passing on and do not assume any responsibility for, except as set forth in the following paragraph, the accuracy or completeness of the contents of the Official Statement (including, without limitation, its appendices) and we make no representation that we have independently verified the accuracy, completeness or fairness of such contents. As your counsel, we have participated in the preparation of the Official Statement and in discussions and conferences with officials of the City, Bond Counsel for the City, the Financial Advisors for the City, the Underwriters for the issuance of the Series 2026 Bonds and Bryant Miller Olive P.A., Counsel to the Underwriters, in which the contents of the Official Statement and related matters were discussed. Solely on the basis of our participation in the preparation of the Official Statement, our examination of certificates, documents, instruments and records relating to the City and the issuance of the Series 2026 E-1 1524 of 2461 Mayor and City Commission of the City of Miami Beach, Florida Date of Delivery Page 2 Bonds and the above -mentioned discussions, nothing has come to our attention which would lead us to believe that the Official Statement, as of its date and as of the date hereof (except for the financial, statistical and demographic data and information in the Official Statement, including, without limitation, the appendices thereto, the information relating to DTC, its operations and the book -entry only system, [the Insurer and the Policy,] and the information under the caption "UNDERWRITING," as to which no opinion is expressed), contains an untrue statement of a material fact or omits to state a material fact that is necessary to make the statements therein, in light of the circumstances under. which they were made, not misleading. In reaching the conclusions expressed herein we have, with your concurrence, assumed and relied on, without independent verification, the genuineness and authenticity of all signatures not witnessed by us, the authenticity of all documents, records, instruments and letters submitted to us as originals, the conformity to originals of all items submitted to us as certified or photostatic copies, the legal capacity and authority of the persons who executed such items, the accuracy of all warranties, representations and statements of fact contained in the documents and instruments submitted to us, and the continuing accuracy on this date of any certificates or other items supplied to us regarding the matters addressed herein. As to questions of fact material to our opinions, we have relied upon and assumed the correctness of the public records and certificates by, and representations of, public officials and other officers, and representatives of the parties to this transaction. We have no actual knowledge of any factual information that would lead us to form a legal opinion that the public records or certificates which we have relied upon contain any untrue statement of a material fact. The opinions expressed herein are based upon existing law as of the date hereof and we express no opinion herein as of any subsequent date or with respect to any pending legislation. We assume no obligation to supplement this opinion if any applicable laws change after the date hereof or if we become aware of any facts that might change the opinions expressed herein after the date hereof. The opinions expressed herein represent our professional judgment, are not a guarantee of result, and are limited to the laws of the State of Florida and the United States of America. The opinions expressed herein are furnished by us as Disclosure Counsel to our client, the City, solely for the use of the addressee named above and only in connection with the transaction to which reference is made above. Such opinions shall not extend to, and may not be used or relied upon by, any other person, firm, or corporation for any purpose whatsoever without our express prior written consent. The opinions expressed herein are limited to the matters set forth herein, and to the documents referred to herein, and do not extend to any other agreements, documents or instruments executed by the City. No other opinion should be inferred beyond the matters expressly stated herein. Respectfully submitted, LAW OFFICES OF STEVE E. BULLOCK, P.A. E-2 1525 of 2461 APPENDIX F Form of Disclosure Dissemination Agent Agreement 1526 of 2461 APPENDIX G Specimen Municipal Bond Insurance Policy (In the event the City determines to insure all or a portion of the Series 2026 Bonds) 1527 of 2461 CITY OF MIAMI BEACH, FLORIDA Resort Tax Revenue Refunding Bonds, Series 2026 BOND PURCHASE AGREEMENT , 2026 Mayor and City Commission City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 Ladies and Gentlemen: BMO Draft -5 4/9/2026 Morgan Stanley & Co. LLC (the "Senior Managing Underwriter"), acting on behalf of itself and Jefferies LLC and Stifel, Nicolaus & Company, Incorporated (collectively, with the Senior Managing Underwriter, the "Underwriters'), offer to enter into this Bond Purchase Agreement (this 'Purchase Agreement") with the City of Miami Beach, Florida (the "City"), for the sale by the City and the purchase by the Underwriters of the City's $ Resort Tax Revenue Refunding Bonds, Series 2026 (the "Series 2026 Bonds"). This offer is made subject to acceptance by the City prior to 5:00 p.m. (Eastern Time) on the date hereof. Upon such acceptance, this Purchase Agreement will be in full force and effect in accordance with its terms and will be binding on the City and the Underwriters. If this offer is not so accepted, it is subject to withdrawal by the Underwriters upon written notice delivered to the City at any time prior to such acceptance. In conformance with Section 218.385, Florida Statutes, as amended, the Underwriters hereby deliver the Disclosure and Truth -in -Bonding Statement attached hereto as Exhibit "A." Capitalized terms used in this Purchase Agreement, but not defined, are used with the meanings ascribed to them in the Bond Resolution hereinafter described. The Senior Managing Underwriter represents that it is authorized on behalf of itself and the other Underwriters to enter into this Purchase Agreement and to take any other actions that may be required on behalf of the Underwriters. 1528 of 2461 SECTION 1. (a) Upon the terms and conditions and upon the basis of the representations and warranties herein set forth, the Underwriters hereby agree to purchase from the City, and the City hereby agrees to sell to the Underwriters all (but not less than all) of the Series 2026 Bonds for a purchase price equal to $ (which purchase price is the aggregate principal amount of the Series 2026 Bonds of $ [plus][less] [net] original issue [premium][discount] of $ and less an Underwriters' discount of $ ). The purchase price for the Series 2026 Bonds shall be payable to the City in immediately available funds. (b) In connection with the execution of this Purchase Agreement, the Senior Managing Underwriter, on behalf of the Underwriters, has delivered an amount equal to and No/100 Dollars ($ ) as a good faith deposit by wire transfer (the "Good Faith Deposit") credited to the order of the City in immediately available federal funds, which is being delivered to the City on account of the purchase price of the Series 2026 Bonds and as security for the performance by the Underwriters of their obligation to accept and to pay for the Series 2026 Bonds. If the City does not accept this offer, such Good Faith Deposit shall be immediately returned to the Senior Managing Underwriter by wire transfer credited to the order of the Senior Managing Underwriter in the amount of the Good Faith Deposit, in federal funds to the Senior Managing Underwriter. In the event the hereinafter defined Closing takes place, the amount of the Good Faith Deposit shall be credited against the purchase price of the Series 2026 Bonds pursuant to Section 1(a). In the event of the City's failure to deliver the Series 2026 Bonds at the Closing, or if the City shall be unable at or prior to the Closing to satisfy the conditions to the obligations of the Underwriters contained in this Purchase Agreement (unless such conditions are waived by the Senior Managing Underwriter), or if the obligations of the Underwriters shall be terminated for any reason permitted by this Purchase Agreement, the City shall immediately wire to the Senior Managing Underwriter in federal funds the Good Faith Deposit without interest and such wire shall constitute a full release and discharge of all claims by the Underwriters against the City arising out of the transactions contemplated by this Purchase Agreement. In the event that the Underwriters fail other than for a reason permitted under this Purchase Agreement to accept and pay for the Series 2026 Bonds upon their tender by the City at the Closing, the amount of the Good Faith Deposit shall be retained by the City and such retention shall represent full liquidated damages and not a penalty, for such failure and for any and all defaults on the part of the Underwriters and the retention of such funds shall constitute a full release and discharge of all claims, rights and damages for such failure and for any and all such defaults. It is understood by both the City and the Underwriters that actual damages in the circumstances as described in the preceding sentence may be difficult or impossible to compute; therefore, the funds represented by the Good 2 1529 of 2461 Faith Deposit are a reasonable estimate of the liquidated damages in this type of situation. (c) The Series 2026 Bonds will be issued pursuant to Chapter 166, Florida Statutes, as amended, the City of Miami Beach Charter, and other applicable provisions of law (collectively, the "Act"), and pursuant and subject to the terms and conditions of Resolution No. 2015-29175 adopted by the Mayor and City Commission of the City (collectively, the "Commission") on October 14, 2015, as amended and supplemented from time to time and Resolution No. 2026- adopted by the Commission on , 2026 (collectively, the "Bond Resolution"). The Series 2026 Bonds shall mature and have such other terms and provisions as are described on Exhibit "B" hereto. Proceeds of the Series 2026 Bonds will provide funds, together with other available funds, to (i) refund [all] $ principal amount] of the City's Resort Tax Revenue Bonds, Series 2015 (the "Refunded Bonds"), and (ii) pay the expenses incurred in connection with the issuance of the Series 2026 Bonds. It shall be a condition to the obligation of the City to sell and deliver the Series 2026 Bonds to the Underwriters, and to the obligation of the Underwriters to purchase and accept delivery of the Series 2026 Bonds, that the entire aggregate principal amount of the Series 2026 Bonds shall be sold and delivered by the City and accepted and paid for by the Underwriters at the Closing. (d) (i) The Underwriters agree to make a bona fide public offering of substantially all of the Series 2026 Bonds to the public at initial public offering prices not greater than (or yields not less than) the initial public offering prices (or yields) set forth in the Official Statement dated the date hereof (the "Official Statement"); provided, however, that the Underwriters reserve the right to make concessions to certain dealers, certain dealer banks and banks acting as agents and to change such initial public offering prices as the Underwriters shall deem necessary in connection with the marketing of the Series 2026 Bonds. (ii) Establishment of Issue Price. (a) The Senior Managing Underwriter, on behalf of the Underwriters, agrees to assist the City in establishing the issue price of the Series 2026 Bonds and shall execute and deliver to the City at Closing an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit C, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Senior Managing Underwriter, the City and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 2026 Bonds. All actions to be taken by the City under this section to establish the issue price of the Series 2026 Bonds may be taken on 1530 of 2461 behalf of the City by the City's municipal advisor identified herein and any notice or report to be provided to the City may be provided to the City's municipal advisor. (b) Except as otherwise set forth in Schedule A to Exhibit C attached hereto, the City will treat the first price at which 10% of each maturity of the Series 2026 Bonds (the "10% test") is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Senior Managing Underwriter shall report to the City the price or prices at which the Underwriters have sold to the public each maturity of Series 2026 Bonds. For purposes of this section, if Series 2026 Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Series 2026 Bonds. (c) If Exhibit C attached hereto includes Schedule A, the Senior Managing Underwriter confirms that the Underwriters have offered the Series 2026 Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in such Schedule A, except as otherwise set forth therein. Such Schedule A, should it exist, also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Series 2026 Bonds for which the 10% test has not been satisfied and for which the City and the Senior Managing Underwriter, on behalf of the Underwriters, agree that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold -the -offering -price rule"). So long as the hold -the -offering - price rule remains applicable to any maturity of the Series 2026 Bonds, the Underwriters will neither offer nor sell unsold Series 2026 Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: (1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the Underwriters have sold at least 10% of that maturity of the Series 2026 Bonds to the public at a price that is no higher than the initial offering price to the public. The Senior Managing Underwriter will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Series 2026 Bonds to the public at a price that is no higher than the initial offering price to the public. 4 1531 of 2461 (d) The Senior Managing Underwriter confirms that: (i) any agreement among underwriters, any selling group agreement and each third -party distribution agreement (to which the Senior Managing Underwriter is a party) relating to the initial sale of the Series 2026 Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group and each broker -dealer that is a party to such third -party distribution agreement, as applicable: (A)(i) to report the prices at which it sells to the public the unsold Series 2026 Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Series 2026 Bonds of that maturity allocated to it have been sold or it is notified by the Senior Managing Underwriter that the 10% test has been satisfied as to the Series 2026 Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Senior Managing Underwriter, and (ii) to comply with the hold -the - offering -price rule, if applicable, if and for so long as directed by the Senior Managing Underwriter and as set forth in the related pricing wires, and (B) to promptly notify the Senior Managing Underwriter of any sales of Series 2026 Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Series 2026 Bonds to the public (each such term being used as defined below), (C) to acknowledge that, unless otherwise advised by the Underwriter, dealer or broker -dealer, the Senior Managing Underwriter shall assume that each order submitted by the Underwriter, dealer or broker -dealer is a sale to the public. (ii) any agreement among underwriters or selling group agreement relating to the initial sale of the Series 2026 Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter or dealer that is a party to a third -party distribution agreement to be employed in connection with the initial sale of the Series 2026 Bonds to the public to require each broker -dealer that is a party to such third -party distribution agreement to (A) report the prices at which it sells to the public the unsold Series 2026 Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Series 2026 Bonds of that maturity allocated to it have been sold or it is 1532 of 2461 notified by the Senior Managing Underwriter or such Underwriter or dealer that the 10% test has been satisfied as to the Series 2026 Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Senior Managing Underwriter or such Underwriter or dealer, and (B) comply with the hold -the -offering -price rule, if applicable, if and for so long as directed by the Senior Managing Underwriter or the Underwriter or the dealer and as set forth in the related pricing wires. (e) The City acknowledges that, in making the representations set forth in this section, the Senior Managing Underwriter will rely on (i) the agreement of each Underwriter to comply with the requirements for establishing issue price of the Series 2026 Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Series 2026 Bonds, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Series 2026 Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Series 2026 Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Series 2026 Bonds, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an Underwriter or dealer who is a member of the selling group is a party to a third - party distribution agreement that was employed in connection with the initial sale of the Series 2026 Bonds to the public, the agreement of each broker -dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Series 2026 Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Series 2026 Bonds, as set forth in the third -party distribution agreement and the related pricing wires. The City further acknowledges that each Underwriter shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing issue price of the Series 2026 Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the'Series 2026 Bonds, and that no Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker -dealer that is a party to a third -party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Series 2026 Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Series 2026 Bonds. (f) The Underwriters acknowledge that sales of any Series 2026 Bonds to any person that is a related party to an underwriter participating in the initial sale of the Series 2026 Bonds to the public (each such term being used as defined h 1533 of 2461 below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section: (i) "public" means any person other than an underwriter or a related party, (ii) "underwriter" means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Series 2026 Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Series 2026 Bonds to the public (including a member of a selling group or a party to a third -party distribution agreement participating in the initial sale of the Series 2026 Bonds to the public), (iii) a purchaser of any of the Series 2026 Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and (iv) "sale date" means the date of execution of this Bond Purchase Agreement by all parties. (e) The Official Statement shall be provided for distribution, at the expense of the City, in such quantity as may be requested by the Underwriters no later than the earlier of (i) seven (7) business days after the date hereof, or (ii) one (1) business day prior to the Closing date, in order to permit the Underwriters to comply with Rule 15c2- 12 (the 'Rule") of the Securities and Exchange Commission ("SEC"), and the applicable rules of the Municipal Securities Rulemaking Board ("MSRB"), with respect to distribution of the Official Statement. The Senior Managing Underwriter 1534 of 2461 agrees to file the Official Statement with the Electronic Municipal Market Access system ("EMMA") (accompanied by a completed Form G-32) by the date of Closing. The filing of the Official Statement with EMMA shall be in accordance with the terms and conditions applicable to EMMA. (f) From the date hereof until the earlier of (i) ninety days from the "end of the underwriting period" (as defined in the Rule), or (ii) the time when the Official Statement is available to any person from the MSRB (but in no case less than twenty-five (25) days following the end of the underwriting period), if any event occurs or a condition or circumstance exists which may make it necessary to amend or supplement the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party discovering such event, condition or occurrence shall notify the other party and if, in the reasonable opinion of the City or the reasonable opinion of the Senior Managing Underwriter, such event requires the preparation and publication of an amendment or supplement to the Official Statement, the City, at its expense, will promptly prepare an appropriate amendment or supplement thereto, in a form and in a manner reasonably approved by the Senior Managing Underwriter (and file, or cause to be filed, the same with the MSRB, and mail such amendment or supplement to each record owner of the Series 2026 Bonds) so that the statements in the Official Statement, as so amended or supplemented, will not, in light of the circumstances under which they were made, be misleading. Each party will promptly notify the other parties of the occurrence of any event of which it has knowledge or the discovery of such conditions or circumstance, which, in its reasonable opinion, is an event described in the preceding sentence. Notwithstanding the foregoing, if prior to the Closing either the City or the Underwriters hereto does not in good faith approve the form and manner of such supplement or amendment, the other may terminate this Purchase Agreement. The parties agree to cooperate in good faith with regard to the form and manner of the supplement or amendment to the Official Statement. Unless the City is otherwise notified by the Underwriters in writing on or prior to the date of Closing, the end of the underwriting period for the Series 2026 Bonds for all purposes of the Rule and this Purchase Agreement is the date of Closing. In the event the written notice described in the preceding sentence is given by the Underwriters to the City, such written notice shall specify the date after which no participating underwriter, as such term is defined in the Rule, remains obligated to deliver Official Statements pursuant to paragraph (b)(4) of the Rule. (g) The City hereby approves and authorizes the delivery and distribution of the Preliminary Official Statement dated 2026 (the 'Preliminary Official Statement") and the execution, delivery and distribution of the Official Statement in substantially the form of the Preliminary Official Statement, together with such other changes, amendments or supplements as shall be made and approved in 1535 of 2461 writing by the Senior Managing Underwriter and the City prior to the Closing in connection with the public offering and sale of the Series 2026 Bonds. SECTION 2. The City represents and warrants to and agrees with the Underwriters as follows: (a) The Bond Resolution was adopted by the Commission at meetings duly called and held in open session upon requisite prior public notice pursuant to the laws of the State of Florida and the standing resolutions and rules of procedure of the Commission. The City has full right, power and authority to adopt the Bond Resolution. On the date hereof, the Bond Resolution is, and, at the Closing shall be, in full force and effect, and no portions thereof have been or shall have been supplemented, repealed, rescinded or revoked. The Bond Resolution constitute the legal, valid and binding obligations of the City, enforceable in accordance with their terms. The Bond Resolution creates a lien upon and pledge of the Pledged Funds for the payment of principal and interest on the Series 2026 Bonds and any additional bonds heretofore or hereinafter issued under the Bond Resolution (the "Parity Bonds"). (b) As of their respective dates and, with respect to the Official Statement, at the time of Closing, the statements and information contained in the Preliminary Official Statement and the Official Statement are and will be accurate in all material respects for the purposes for which their use is authorized, and do not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, any amendments to the Preliminary Official Statement and the Official Statement prepared and furnished by the City pursuant hereto will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Series 2026 Bonds, the Bond Resolution and the Disclosure Dissemination Agent Agreement relating to the Series 2026 Bonds (the "Continuing Disclosure Agreement") conform to the descriptions thereof set forth in the Official Statement. (c) The City is not in breach of or default under any applicable constitutional provision, law or administrative regulation of the State of Florida or the United States, or any agency or department of either, or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or to which the City or any of its properties or other assets is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument, in any such case to the extent that the same would have a material and adverse effect upon the business y 1536 of 2461 or properties or financial condition of the City, including the City's receipts of Resort Tax Revenues in the amount contemplated by the Official Statement; and the execution and delivery of the Series 2026 Bonds, the Continuing Disclosure Agreement and this Purchase Agreement and the adoption of the Bond Resolution, and compliance with the provisions on the City's part contained in each, will not conflict with or constitute a breach of or default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or to which the City or any of its properties or other assets is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or the assets of the City under the terms of any such law, regulation or instrument, except as provided or permitted by the Series 2026 Bonds and the Bond Resolution. (d) As of its date, the Preliminary Official Statement was deemed "final" (except for permitted omissions) by the City for purposes of paragraph (b)(1) of the Rule. (e) On the date hereof, the Commission is the governing body of the City and the City is, and will be on the date of the Closing, duly organized and validly existing as a municipality under the Act, with the power and authority set forth therein. (f) On the date hereof, the City (i) is not subject of an order or rehabilitation, liquidation or dissolution under the laws of the State of Florida or federal law, (ii) is not the subject of a case or other proceeding seeking liquidation, reorganization or similar relief under any bankruptcy, insolvency or other similar laws of the State of Florida or federal law, (iii) has not made an assignment for the benefit of creditors, (iv) has not failed to generally pay its debts as they become due, (v) is not subject to a debt moratorium or debt restructuring or comparable restriction with respect to payment of any debt, (vi) has not become insolvent or, (vii) is not the subject of a writ of attachment, execution, restraint or similar process against all or any substantial part of its assets, which results in the entry of an order for relief. (g) The City has full right, power and authority (i) to issue, sell and deliver the Series 2026 Bonds to the Underwriters as described herein, (ii) to provide funds to refund the Refunded Bonds to enter into this Purchase Agreement and the Continuing Disclosure Agreement (collectively, the "Bond Documents"), (iii) to issue and deliver the Series 2026 Bonds as provided in this Purchase Agreement and the Bond Resolution, (iv) to apply the proceeds of the sale of the Series 2026 Bonds for the purposes described herein and in the Official Statement, (v) to execute and deliver the Bond Documents, (vi) to collect the Resort Tax Revenues, and (vii) to 10 1537 of 2461 carry out and consummate the transactions contemplated by the aforesaid documents. (h) At meetings of the Commission that were duly called and at which a quorum was present and acting throughout, the Commission approved the execution and delivery of the Series 2026 Bonds and the Bond Documents; authorized the execution and delivery of the Official Statement; and authorized the use of the Official Statement in connection with the public offering of the Series 2026 Bonds. The City represents that it will have no bonds or other indebtedness outstanding that are secured by the Resort Tax Revenues, other than as described in the Official Statement. All conditions and requirements of the Bond Resolution relating to the issuance of the Series 2026 Bonds have been complied with or fulfilled, or will be complied with or fulfilled on the date of Closing. (i) Since September 30, 2025, there has been no material adverse change in the financial position, results of operations or condition, financial or otherwise, of the City other than as disclosed in the Official Statement and the City has not incurred liabilities that would materially adversely affect its ability to discharge its obligations under the Bond Resolution or the Bond Documents, direct or contingent, other than as disclosed in the Official Statement. (j) No authorization, approval, consent or license of any governmental body or authority, not already obtained, is required for the valid and lawful execution and delivery by the City of the Series 2026 Bonds, the Bond Documents, the Official Statement, and the adoption of the Bond Resolution, and the performance of its obligations thereunder or as contemplated thereby; provided, however, that no representation is made concerning compliance with the registration requirements of the federal securities laws or the securities or Blue Sky laws of the various states. (k) The City is not and has not been in default on any bond issued since December 31, 1975 that would be considered material by a reasonable investor, and the City has not served as a conduit issuer of bonds since such date. (1) Except as disclosed in the Official Statement, there is no claim, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, or public board or body, pending or, to the best of its knowledge, threatened: (i) contesting the corporate existence or powers of the Commission, or the titles of the officers of the Commission to their respective offices; (ii) seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Series 2026 Bonds or the collection of the Resort Tax Revenues, pledged to pay the principal of and interest on the Series 2026 Bonds in the manner and to the extent provided in the Bond Resolution, or the application of the proceeds of the Series 2026 Bonds or in which an unfavorable decision, ruling or finding would materially adversely affect the financial position of the City or the validity or 1538 of 2461 enforceability of the Series 2026 Bonds, the Bond Resolution, or the Bond Documents; (iii) contesting in any way the completeness or accuracy of the Official Statement; or (iv) adversely affecting the exclusion of interest on the Series 2026 Bonds from gross income for federal income tax purposes. (m) When duly executed and delivered, the Series 2026 Bonds and the Bond Documents will have been duly authorized, executed, issued and delivered and will constitute valid and binding obligations of the City, enforceable in accordance with their respective terms, except insofar as the enforcement thereof may be limited by bankruptcy, insolvency or similar laws relating to the enforcement of creditors' rights. (n) The City will furnish such information, execute such instruments and take such other action in cooperation with the Senior Managing Underwriter as the Senior Managing Underwriter may reasonably request to: (i) qualify the Series 2026 Bonds for offer and sale under the 'blue sky" or other securities laws and regulations of such states and other jurisdictions of the United States of America as the Senior Managing Underwriter may designate; (ii) determine the eligibility of the Series 2026 Bonds for investment under the laws of such states and other jurisdictions; and (iii) continue such qualifications in effect so long as required for the distribution of the Series 2026 Bonds; provided that the City will not be required to qualify to do business or submit to service of process in any such jurisdiction. (o) The City has not been notified of any listing or the proposed listing of the City by the Internal Revenue Service as an issuer whose arbitrage certifications may not be relied upon. (p) Any certificate signed by any official of the City and delivered to the Underwriters will be deemed to be a representation by the City to the Underwriters as to the statements made therein. (q) The City will undertake, pursuant to the Continuing Disclosure Agreement, to provide or cause to be provided to the MSRB certain annual financial information and collection data as to the City and the Resort Tax Revenues, and certain notices of material events, as more fully set forth in the Continuing Disclosure Agreement. A description of the undertaking will be set forth in the Official Statement. (r) The Financial Statements included in the Preliminary Official Statement and the Official Statement have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with that of the audited combined financial statements of the City and fairly present the financial condition and results of the operations of the City at the dates and for the periods indicated. 12 1539 of 2461 (s) The City will provide to the rating agencies rating the Series 2026 Bonds appropriate periodic credit information necessary for maintaining the ratings on the Series 2026 Bonds. (t) Except as disclosed in the Official Statement, within the last five (5) years, the City has not failed to comply in all material respects with any continuing disclosure undertaking made by it pursuant to the Rule in connection with outstanding bond issues for which the City has agreed to undertake continuing disclosure obligations. (u) At the time of Closing, the City will be in compliance in all respects with the covenants and agreements contained in the Bond Resolution and no event of default, nor an event which, with the lapse of time or giving of notice, or both, would constitute an event of default under the Bond Resolution will have occurred or be continuing. (v) The City will not take or omit to take any action which action or omission will in any way cause the proceeds from the sale of the Series 2026 Bonds to be applied in a manner contrary to that provided for or permitted in the Bond Resolution and as described in the Official Statement. (w) No representation or warranty by the City in this Purchase Agreement, nor any statement, certificate, document or exhibit furnished to or to be furnished by the City pursuant to this Purchase Agreement contains, or will contain on the Closing date, any untrue statement of material fact. N Between the date of this Purchase Agreement and the date of Closing, the City will not, without the prior written consent of the Senior Managing Underwriter, offer or issue any bonds, notes or other obligations for borrowed money, and the City will not incur any material liabilities, direct or contingent, nor will there be any adverse change of a material nature in the financial position, results of operations or condition, financial or otherwise, of the City, other than (i) as contemplated by the Official Statement, or (ii) in the ordinary course of business. (y) The City will cooperate and take such actions as may be reasonably requested by the Underwriters to facilitate the timely consummation of the transaction contemplated by the Bond Resolution and this Purchase Agreement, including without limitations, the conditions and items set forth in Section 5 hereof. SECTION 3. On or before the acceptance by the City of this Purchase Agreement, the Underwriters shall receive from the City certified copies of the Bond Resolution. SECTION 4. At 10:00 a.m. (Eastern Time) on , 2026, or at such earlier or later time or date as the parties hereto mutually agree upon (the "Closing"), the City will cause to be 13 1540 of 2461 delivered to the Underwriters, at the offices of Squire Patton Boggs (US) LLP ("Bond Counsel"), in the City of Miami, Florida or at such other place upon which the parties hereto may agree, the documents mentioned in Section 5(b) of this Purchase Agreement and shall release the Series 2026 Bonds, in the form of one typewritten, fully registered bond with a CUSIP identification number thereon for each maturity of the Series 2026 Bonds, duly executed and authenticated and registered in the name of Cede & Co., as nominee for DTC, through the DTC FAST System to the Underwriters. At the Closing, the Underwriters shall evidence their acceptance of delivery of the Series 2026 Bonds and pay the purchase price of the Series 2026 Bonds as set forth in Section 1(a) of this Purchase Agreement. SECTION 5. The Underwriters have entered into this Purchase Agreement in reliance upon the representations, warranties, and agreements of the City herein and the performance by the City of its obligations hereunder, both as of the date hereof and as of the date of Closing. The City's and the Underwriters' obligations under this Purchase Agreement are and will be subject to the following further conditions: (a) at the time of Closing: (i) the Bond Resolution and the Bond Documents will be in full force and effect and will not have been amended, modified or supplemented, except as may have been agreed to in writing by the Senior Managing Underwriter; (ii) the proceeds of the sale of the Series 2026 Bonds shall be applied as described in the Official Statement; and (iii) the Commission shall have duly adopted and there shall be in full force and effect, resolutions as, in the opinion of Bond Counsel, shall be necessary in connection with the transactions contemplated hereby; (b) at or prior to the Closing, the Underwriters shall receive the following documents: (i) the opinion of Bond Counsel with respect to the Series 2026 Bonds, dated the date of Closing, substantially in the form attached to the Official Statement as Appendix D, either addressed to the Underwriters and the City or accompanied by a letter addressed to the Underwriters indicating that it may rely on said opinion as if it were addressed to them; a supplemental opinion of Bond Counsel, dated the date of the Closing and addressed to the Underwriters to the effect that: (A) they have reviewed the statements in the Preliminary Official Statement and the Official Statement under the captions "INTRODUCTION", "PLAN OF REFUNDING", "DESCRIPTION OF THE SERIES 2026 BONDS" (except for information under the subheading "Book -Entry Only System" and "Discontinuance of Book -Entry Only System"), and "SECURITY AND SOURCES OF PAYMENT' (except for the information under the subheading "Pledged Funds -Resort Tax Levy and Collection"), and believe that, insofar as such statements purport to summarize certain provisions of the Series 2026 Bonds and the Bond Resolution, such statements present 14 1541 of 2461 an accurate summary of such provisions; (B) they have reviewed the statements in the Preliminary Official Statement and the Official Statement under the caption "TAX MATTERS" and believe that such statements are accurate; [and](C) the Series 2026 Bonds are exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act") and the Bond Resolution is exempt from qualification under the Trust Indenture Act of 1939, as amended (the "1939 Act"); [and (D) to the effect that the Refunded Bonds shall not be deemed to be Outstanding;] the opinion of the Law Offices of Steve E. Bullock, P.A., Disclosure Counsel to the City, dated the date of Closing and either addressed to the Underwriters and the City or accompanied by a letter addressed to the Underwriters indicating that they may rely on said opinion as if it were addressed to them, in form and substance acceptable to the City and the Underwriters, (i) to the effect that nothing has come to its attention which leads it to believe that the Preliminary Official Statement and the Official Statement (except for the financial, statistical and demographic data and information in the Preliminary Official Statement and Official Statement, including, without limitation, the appendices thereto, and the information relating to DTC, its operations and the book -entry system, as to which no opinion is expressed) contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Continuing Disclosure Agreement complies, in all material respects, with the requirements of Rule 15(c)2-12(b)(5); (iv) the opinion of the City Attorney, dated the date of Closing and addressed to the Underwriters and the City, to the effect that: (A) the Commission is the governing body of the City and the City is validly existing as a municipality under the Act, with all corporate power necessary to conduct the operations described in the Official Statement and to carry out the transactions contemplated by this Purchase Agreement; (B) the City has obtained all governmental consents, approvals and authorizations necessary for execution and delivery of the Bond Documents, for issuance of the Series 2026 Bonds and for execution and delivery of the Preliminary Official Statement and the Official Statement and consummation of the transactions contemplated thereby and hereby; (C) the City has full legal right, power and authority to pledge and grant a lien on the Pledged Funds for the security of the Series 2026 Bonds, [on parity and equal status with the Parity Bonds as to Pledged Funds]; (D) the Commission has duly adopted the Bond Resolution and approved the form, execution, distribution and delivery of the Preliminary Official Statement and Official 13 1542 of 2461 Statement; (E) the Series 2026 Bonds and the Bond Documents have each been duly authorized, executed and delivered by the City and, assuming due authorization, execution and delivery thereof by the other parties thereto, if any, each constitutes a valid and binding agreement of the City, enforceable in accordance with its terms; (F) the information in the Preliminary Official Statement and Official Statement with respect to the City (excluding financial, statistical and demographic information and information relating to DTC, as to which no opinion need be expressed) is, _ to the best knowledge of such counsel after due inquiry with respect thereto, correct in all material respects and does not omit any matter necessary in order to make the statements made therein regarding such matters, in light of the circumstances under which such statements are made, not misleading, and, based on its participation as counsel to the City, such counsel has no reason to believe that the Preliminary Official Statement of the Official Statement (excluding financial, statistical and demographic information (and information relating to DTC) contained as of its date or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (G) except as disclosed in the Preliminary Official Statement and Official Statement under the caption "LITIGATION," there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body pending or, to the best of knowledge of such counsel, threatened, against or affecting the Commission or the City challenging the validity of the Series 2026 Bonds, the Bond Resolution, the Bond Documents, or any of the transactions contemplated thereby or by the Official Statement, or challenging the existence of the City or the respective powers of the several offices of the officials of the City or the titles of the officials holding their respective offices, or challenging the City's levy or collection of the Resort Tax Revenues or the pledge of the Pledged Funds for the payment of the Series 2026 Bonds in the manner and to the extent provided in the Bond Resolution, nor is there any basis therefor; (H) the execution and delivery of the Bond Documents and the issuance of the Series 2026 Bonds, and compliance with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of the City a breach of or default under, or result in the creation of a lien on any property of the City (except as contemplated therein) pursuant to any note, mortgage, deed of trust, indenture, resolution or other agreement or instrument to which the Commission or the City is a party, or any existing law, regulation, court order or consent decree to which the Commission or the City is subject; ih 1543 of 2461 (v) an opinion of counsel for the Underwriters covering such matters and in such form reasonably acceptable to the Senior Managing Underwriter; (vi) a certificate, dated the date of Closing, signed on behalf of the City by the Mayor and the City Manager of the City, setting forth such matters as the Senior Managing Underwriter may reasonably require, including (a) that each of the representations of the City contained in Section 2 hereof were true and accurate in all material respects on the date when made, has been true and accurate in all material respects at all times since, and continues to be true and accurate in all material respects on the date of Closing as if made on such date; and (b) stating that to the best of their knowledge, no event affecting the City, the refunding of the Refunded Bonds, the collection of the Resort Tax Revenues or the Series 2026 Bonds has occurred since the date of the Preliminary Official Statement and the date of the Official Statement which should be disclosed therein for the purpose for which it is used or which is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect as of the date of Closing; (vii) a customary signature certificate, dated the date of Closing, signed on behalf of the City by the City Clerk of the City; (viii) [evidence of municipal bond insurance;) (ix) letters from Moody's Investors Service, Inc. ("Moody's") and S&P Global Inc. ("S&P") addressed to the City, to the effect that the Series 2026 Bonds have been assigned ratings of " " ( outlook) and " " ( outlook), respectively, which ratings shall be in effect as of the Closing date; (x) a customary authorization and incumbency certificate, dated the date of Closing, signed by authorized officers of the Bond Registrar; (xi) copies of the Blue Sky Memorandum prepared by Counsel to the Underwriters, indicating the jurisdictions in which the Series 2026 Bonds may be sold in compliance with the "blue sky" or securities laws of such jurisdictions; (xii) an executed copy of the Continuing Disclosure Agreement; (xiii) such additional documents as may be required by the Bond Resolution to be delivered as a condition precedent to the issuance of the Series 2026 Bonds; and M 1544 of 2461 (xiv) such additional legal opinions, proceedings, instruments and other documents as the Senior Managing Underwriter, Underwriters' Counsel or Bond Counsel may reasonably request. All of the opinions, letters, certificates, instruments and other documents mentioned in this Purchase Agreement shall be deemed to be in compliance with the provisions of this Purchase Agreement if, but only if, in the reasonable judgment of the Senior Managing Underwriter and Underwriters' Counsel, they are satisfactory in form and substance. SECTION 6. If the City shall be unable to satisfy the conditions to the Underwriters' obligations contained in this Purchase Agreement or if the Underwriters' obligations are terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and the Underwriters and the City shall have no further obligation hereunder, except that the respective obligations of the parties hereto provided in Section 7 hereof shall continue in full force and effect and the City shall return the Good Faith Deposit as provided in Section 1(b). SECTION 7. (a) The following costs and expenses relating to the transaction contemplated or described in this Purchase Agreement shall be borne and paid by the City regardless of whether the transaction contemplated herein shall close: printing of Series 2026 Bonds; printing or copying of closing documents (including the Preliminary Official Statement and the Official Statement) in such reasonable quantities as the Underwriters may request; fees and disbursements of Bond Counsel; fees and disbursements of the City's Financial Advisor; any accounting fees; the Bond Registrar fees; fees of the rating agencies; and any other fees as described in Schedule A-1 hereto. The City shall pay any expenses incurred by the Underwriters on behalf of the City and its staff in connection with the marketing, issuance and delivery of the Series 2026 Bonds, including, but not limited to, meals, transportation and lodging of the City's employees and representatives; the City's obligations in regard to these expenses survive even if the underlying transaction fails to close or consummate. (b) The Underwriters will pay the expenses described in Schedule A-1 hereto, including: (i) the fees and disbursements of Underwriters' Counsel; (ii) all advertising expenses in connection with the public offering of the Series 2026 Bonds; and (iii) the cost of preparing, printing and distributing the Blue Sky Memorandum, if any, and the filing fees, if any, required by the "blue sky" laws of various jurisdictions. SECTION 8. The City acknowledges and agrees that (i) the purchase and sale of the Series 2026 Bonds pursuant to this Purchase Agreement is an arm's-length commercial transaction between the City and the Underwriters; (ii) in connection with such transaction, including the process leading thereto, the Underwriters are acting solely as a principal and not as an agent or a 1"Is 1545 of 2461 fiduciary of the City; (iii) the Underwriters have neither assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering of the Series 2026 Bonds or the process leading thereto (whether or not the Underwriters, or any affiliate of the Underwriters, have advised or is currently advising the City on other matters) nor has it assumed any other obligation to the City except the obligations expressly set forth in this Purchase Agreement, (iv) the Underwriters have financial and other interests that differ from those of the City; and (v) the City has consulted with its own legal and financial advisors to the extent it deemed appropriate in connection with the offering of the Series 2026 Bonds. SECTION 9. The Underwriters shall have the right to cancel their obligations hereunder if the Senior Managing Underwriter notifies the City in writing of the Underwriters' election to do so between the date hereof and the Closing if, at any time hereafter and on or prior to the Closing: (a) A committee of the House of Representatives or the Senate of the Congress of the United States or the legislature of the State of Florida shall have pending before it legislation, or a tentative decision with respect to legislation shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States of America, or legislation shall be favorably reported by such a committee or be introduced, by amendment or otherwise, in, or be passed by, the House of Representatives or the Senate, or recommended to the Congress of the United States of America for passage by the President of the United States of America, or be enacted by the Congress of the United States of America, or an announcement or a proposal for any such legislation shall be made by a member of the House of Representatives or the Senate of the Congress of the United States, or a decision by a court established under Article III of the Constitution of the United States of America or the Tax Court of the United States of America shall be rendered, or a ruling, regulation, or order of the Treasury Department of the United States of America or the Internal Revenue Service shall be made or proposed having the purpose or effect of imposing federal or state income taxation, or any other event shall have occurred which results in or proposes the imposition of federal or state income taxation, upon revenues or other income of the general character to be derived by the City, any of its affiliates, state and local governmental units or by any similar body or upon interest received on obligations of the general character of the Series 2026 Bonds which, in the Senior Managing Underwriter's opinion, materially and adversely affects the market price of the Series 2026 Bonds. (b) Any legislation, ordinance, rule, or regulation shall be introduced in or be enacted by any governmental body, department, or agency of the United States or of any state, or a decision by any court of competent jurisdiction within the United States or any state shall be rendered which, in the Senior Managing Underwriter's reasonable opinion, materially adversely affects the market price or marketability 19 1546 of 2461 of the Series 2026 Bonds or the ability of the Underwriters to enforce contracts for the sale of the Series 2026 Bonds. (c) A stop order, ruling, regulation, or official statement by, or on behalf of, the SEC or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering, or sale of obligations of the general character of the Series 2026 Bonds, or the issuance, offering, or sale of the Series 2026 Bonds, including all the underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of any provisions of the federal securities laws as amended and then in effect, including without limitation the registration provisions of the 1933 Act, or the registration provisions of the Securities Exchange Act of 1934 (the "1934 Act"), or the qualification provisions of the 1939 Act. (d) Legislation shall be introduced by amendment or otherwise in, or be enacted by, the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered to the effect that obligations of the general character of the Series 2026 Bonds, including all the underlying obligations, are not exempt from registration under or from other requirements of the 1933 Act or the 1934 Act, or with the purpose or effect of otherwise prohibiting the issuance, offering, or sale of obligations of the general character of the Series 2026 Bonds, as contemplated hereby or by the Official Statement. (e) Any event shall have occurred, or information shall have become known, which, in the Senior Managing Underwriter's reasonable opinion, makes untrue in any material respect any representation by or certificate of the City hereunder, or any statement or information furnished to the Underwriters by the City for use in connection with the marketing of the Series 2026 Bonds or any material statement or information contained in the Official Statement as originally circulated contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; provided, however, that the City shall be granted a reasonable amount of time in which to cure any such untrue or misleading statement or information. (f) Additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange. (g) The New York Stock Exchange or any other national securities exchange, or any governmental authority, shall impose, a general suspension of trading or, as to Series 2026 Bonds or obligations of the general character of the Series 2026 Bonds, any material restrictions not now in force, or increase materially those now in 20 1547 of 2461 force, with respect to the extension of credit by, or a change to the net capital requirements of, the Underwriters. (h) A general banking moratorium or suspension or limitation of banking services shall have been established by federal, Florida or New York authorities or a major financial crisis or material disruption in commercial banking or securities settlement or clearance services shall have occurred. (i) Any proceeding shall be pending, or to the knowledge of the Underwriters, threatened, to restrain, enjoin, or otherwise prohibit the issuance, sale, or delivery of the Series 2026 Bonds by the City or the purchase, offering, sale, or distribution of the Series 2026 Bonds by the Underwriters, or for any investigatory or other proceedings under any federal or state securities laws or the rules and regulations of the Financial Industry Regulatory Authority relating to the issuance, sale, or delivery of the Series 2026 Bonds by the City or the purchase, offering, sale, or distribution of the Series 2026 Bonds by the Underwriters. (j) There shall have occurred any new outbreak or escalation of hostilities, any declaration by the United States of war or any national or international calamity or crisis, the effect of such outbreak, escalation, declaration, calamity or crisis being such as would cause a major disruption in the municipal bonds market and as, in the reasonable judgment of the Senior Managing Underwriter, would materially adversely affect the market price or marketability of the Series 2026 Bonds or the ability of the Underwriters to enforce contracts for the sale of the Series 2026 Bonds. (k) Prior to Closing, any of the rating agencies which have rated the Series 2026 Bonds shall inform the City or the Underwriters that the Series 2026 Bonds will be rated lower than the respective rating published in the Official Statement or there shall have occurred or any notice shall have been given of any downgrading, suspension, withdrawal, or negative change of credit watch status by any national rating service to any Bonds. (I) There shall have occurred, after the signing hereof, either a financial crisis with respect to the City or any agency or political subdivision thereof or proceedings under the bankruptcy laws of the United States or the State of Florida shall have been instituted by the City, in either case the effect of which, in the reasonable judgment of the Senior Managing Underwriter, is such as to materially and adversely affect the market price or the marketability of the Series 2026 Bonds or the ability of the Underwriters to enforce contracts of the sale of the Series 2026 Bonds. SECTION 10. Any notice or other communication to be given under this Purchase Agreement may be given by delivering the same in writing as follows: 21 1548 of 2461 To the City at: City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: Jason D. Greene, Chief Financial Officer To the Underwriters (as the Senior Managing Underwriter, the representative on behalf of the Underwriters) at: Morgan Stanley & Co. LLC 1200 S. Pine Island Road, Suite 800 Plantation, Florida 33324 Attention: J. W. Howard, Executive Director SECTION 11. This Purchase Agreement is made solely for the benefit of the City and the Underwriters (including the successors or assigns of the Underwriters), and no other person, partnership, association or corporation shall acquire or have any right hereunder or by virtue hereof. SECTION 12. All the representations, warranties and agreements of the Underwriters and the City in this Purchase Agreement shall remain operative and in full force and effect and shall survive delivery of and payment for the Series 2026 Bonds hereunder regardless of any investigation made by or on behalf of the Underwriters. SECTION 13. This Purchase Agreement shall be governed by and construed in accordance with the laws of the State of Florida. SECTION 14. For the purposes of this Purchase Agreement, "business day" means any day on which the New York Stock Exchange is open for trading. SECTION 15. Each party represents to the other party on the date on which it enters into this Purchase Agreement that: Non -Reliance. It is acting for its own account, and it has made its own independent decisions to enter into this Purchase Agreement and as to whether this Purchase Agreement is appropriate or proper for it based upon its own judgement and upon advice from such advisors as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into this Purchase Agreement; it being understood that information and explanations related to the terms and conditions of this Purchase Agreement shall not be considered investment advice or a recommendation to enter into this Purchase Agreement. It has not received from the other party any assurance or guarantee as to the expected results of this Purchase Agreement. 1549 of 2461 Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of this Purchase Agreement. It is also capable of assuming, and assumes, the risks of this Purchase Agreement. Status of Parties. Neither party hereto is acting as a fiduciary for or as an advisor or agent to the other party hereto with respect to this Purchase Agreement. The City acknowledges and agrees that: (i) in connection with the discussions, undertakings, and procedures leading up to the consummation of the transaction represented in this Purchase Agreement, the Underwriters are and have been acting solely as underwriters; (ii) the City has consulted its own legal, financial, and other advisors to the extent it has deemed appropriate. SECTION 16. This Purchase Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement; such counterparts may be delivered by facsimile transmission. 23 1550 of 2461 If the foregoing is acceptable to you, please sign below and this Purchase Agreement will become a binding agreement between the City and the Underwriters. Accepted and confirmed as of the date first above written: CITY OF MIAMI BEACH, FLORIDA By: Name: Steven Meiner Title: Mayor Very truly yours, MORGAN STANLEY & CO. LLC, on behalf of itself, Jefferies LLC and Stifel, Nicolaus & Company, Inc. By: Name: J. W. Howard Title: Executive Director 24 1551 of 2461 EXHIBIT A (Disclosure and Truth -in -Bonding Statement) CITY OF MIAMI BEACH, FLORIDA Resort Tax Revenue Refunding Bonds, Series 2026 , 2026 Mayor and City Commission City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 Ladies and Gentlemen: In connection with the proposed execution and delivery of the $ City of Miami Beach, Florida Resort Tax Revenue Refunding Bonds, Series 2026 (the "Series 2026 Bonds"), Morgan Stanley & Co. LLC (the "Senior Managing Underwriter"), acting on behalf of itself and Jefferies LLC and Stifel, Nicolaus & Company, Inc. (collectively, with the Senior Managing Underwriter, the "Underwriters"), has agreed to underwrite a public offering of the Series 2026 Bonds. Arrangements for underwriting the Series 2026 Bonds will include a Bond Purchase Agreement between the City of Miami Beach, Florida (the "City") and the Underwriters which will embody the negotiations in respect thereof (the 'Purchase Agreement"). The purpose of this letter is to furnish, pursuant to the provisions of 218.385, Florida Statutes, as amended, certain information in respect of the arrangements contemplated for the underwriting of the Series 2026 Bonds as follows: (c) The nature and estimated amounts of expenses to be incurred by the Underwriters in connection with the purchase and reoffering of the Series 2026 Bonds are set forth in Schedule A-1 attached hereto. (d) No person has entered into an understanding with the Underwriters or, to the knowledge of the Underwriters, with the City for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the City and the Underwriters or to exercise or attempt to exercise any influence to effect any transaction in connection with the purchase of the Series 2026 Bonds by the Underwriters. (e) The total underwriting spread is $ ($_/$1,000 of Bonds). (� The Management Fee is $ ($_J$1,000 of Bonds). Exhibit A-1 1552 of 2461 (g) The Underwriters' Expenses are $ ($ /$1,000 of Bonds). (h) No other fee, bonus or other compensation has been or will be paid by the Underwriters in connection with the issuance of the Series 2026 Bonds to any person not regularly employed or retained by the Underwriters, except Underwriters' Counsel, Bryant Miller Olive P.A., as shown on Schedule A-1 hereto, including any "finder" as defined in Section 218.386(1)(a), Florida Statutes, as amended. (i) The names and addresses of the Underwriters are: Morgan Stanley & Co. LLC 1200 S. Pine Island Road, Suite 800 Plantation, Florida 33324 Jefferies LLC 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 Stifel, Nicolaus & Company, Inc. 501 N. Broadway St. Louis, Missouri 63102 (j) The City is proposing to issue $ principal amount of the Series 2026 Bonds, as described in the Official Statement dated , 2026 relating to the Series 2026 Bonds (the "Official Statement"). These obligations are expected to be repaid over a period of approximately years. At a true interest cost rate of %, total interest paid over the life of the Series 2026 Bonds will be $ . Proceeds of the Series 2026 Bonds will provide funds, together with other available funds, to (i) refund the Refunded Bonds, as defined in the Purchase Agreement, and (ii) pay the expenses incurred in connection with the issuance of the Series 2026 Bonds. (k) The anticipated source of repayment or security for the Series 2026 Bonds is the Pledged Funds (as defined in the Bond Resolution, which in turn is defined in the Purchase Agreement). Authorizing these obligations will result in an average annual amount of approximately $ (total debt service divided by approximately years) of the aforementioned funds not being available each year to finance the other services of the City over a period of approximately years, with respect to the Series 2026 Bonds. We note that the Pledged Funds were previously pledged to pay debt service on the Refunded Bonds and, with respect to such debt service, issuance of the Series 2026 Bonds will produce a net present value debt service savings of approximately $ although such savings will not be realized in an equal amount each year the Series 2026 Bonds are Outstanding. Exhibit A-2 1553 of 2461 We understand that you do not require any further disclosure from the Underwriters pursuant to Section 218.385, Florida Statutes, as amended. Very truly. yours, MORGAN STANLEY & CO. LLC on behalf of itself, Jefferies LLC and Stifel, Nicolaus & Company, Inc. Bv: Name: J. W. Howard Title: Executive Director Exhibit A-3 1554 of 2461 SCHEDULE "A-1" DETAILED BREAKDOWN OF UNDERWRITERS' DISCOUNT CITY OF MIAMI BEACH, FLORIDA Resort Tax Revenue Refunding Bonds, Series 2026 Underwriters' Counsel Ipreo Book Running Fee Ipreo Wire Charges Fee Ipreo Gameday Fee Ipreo Sales Tax CUSIP Fee (11 Maturities) DTCC Fee Miscellaneous TOTAL Schedule A-1 1555 of 2461 EXHIBIT B CITY OF MIAMI BEACH, FLORIDA Resort Tax Revenue Refunding Bonds, Series 2026 MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS AND PRICES Maturity Principal (September 1) Amount 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2041 2042 2043 2044 2045 $ Serial Bonds Interest Rate Yield Price *Yield and Price calculated to the first optional redemption date of September 1, 20_ $ Series 2026 Term Bonds $ % Series 2026 Term Bond Due September 1, 20= Price: _J Yield: % Initial CUSIP Number: 593238 $ % Series 2026 Term Bond Due September 1, 20 — Price: / Yield: % Initial CUSIP Number: 593238 Exhibit B-1 1556 of 2461 Redemption Provisions Optional Redemption The Series 2026 Bonds maturing on or before September 1, 20_ are not subject to redemption prior to maturity. The Series 2026 Bonds maturing on or after September 1, 20_ are subject to redemption prior to maturity, at the option of the City, on or after September 1, 20 , in whole or in part at any time, in any order of maturity selected by the City and by lot or by such other manner as the Bond Registrar shall deem appropriate within a maturity, at a redemption price equal to one hundred percent (100%) of the principal amount of the Series 2026 Bonds to be redeemed, together with accrued interest to the date fixed for redemption and without premium. Mandatory Sinking Fund Redemption The Series 2026 Bonds maturing on September 1, 20_ are subject to mandatory sinking fund redemption prior to maturity, in part, by lot or by such other manner as the Bond Registrar shall deem appropriate, through the application of Amortization Requirements, at a redemption price equal to one hundred percent (100%) of the principal amount thereof, on September 1 of each year in the following amounts and in the years specified: Due Amortization (September 1) Requirement *Final maturity. The Series 2026 Bonds maturing on September 1, 20_ are subject to mandatory sinking fund redemption prior to maturity, in part, by lot or by such other manner as the Bond Registrar shall deem appropriate, through the application of Amortization Requirements, at a redemption price equal to one hundred percent (100%) of the principal amount thereof, on September 1 of each year in the following amounts and in the years specified: Due Amortization (September 1) Requirement *Final maturity. Exhibit B-2 1557 of 2461 EXHIBIT C CITY OF MIAMI BEACH, FLORIDA Resort Tax Revenue Refunding Bonds, Series 2026 ISSUE PRICE CERTIFICATE Morgan Stanley & Co. LLC ("Senior Managing Underwriter"), for itself and as representative of the Underwriters (collectively, the "Underwriting Group") for the bonds identified above (the "Issue"), issued by the City of Miami Beach, Florida (the "Issuer"), based on its knowledge regarding the sale of the Issue, certifies as of this date as follows: (1) Issue Price. [If the issue price is determined using only the general rule (actual sales of at least 10%) in Regulations § 1.148-1(f)(2)(i): (A) As of the date of this Certificate, for each Maturity of the Issue, the first price at which at least 10% of such Maturity of the Issue was sold to the Public is the respective price listed in the final Official Statement, dated [ ], for the Issue (the "Sale Price" as applicable to respective Maturities). The aggregate of the Sale Prices of each Maturity is $[ ] (the "Issue Price").] [If the issue price is determined using a combination of actual sales (Regulations § 1.148-10)(2)(0) and hold -the -offering -price (Regulations § 1.148-1(f)(2)(ii)): (A) As of the date of this Certificate, for each Maturity listed on Schedule A as the "General Rule Maturities," the first price at which at least 10% of such Maturity Was sold to the Public is the respective price listed in Schedule A (the "Sale Price" as applicable to each Maturity of the General Rule Maturities). (B) On or before the Sale Date, the Underwriting Group offered the Maturities listed on Schedule A as the "Hold -the -Offering -Price Maturities" to the Public for purchase at the respective initial offering prices listed in Schedule A (the "Initial Offering Prices" as applicable to each Maturity of the Hold -the -Offering -Price Maturities). A copy of the pricing wire or equivalent communication for the Issue is attached to this Certificate as Schedule B. (C) As set forth in the Bond Purchase Agreement, the members of the Underwriting Group have agreed in writing that, (i) for each Maturity of the Hold -the - Offering -Price Maturities, they would neither offer nor sell any portion of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold -the -offering -price rule"), and (ii) Exhibit C-1 1558 of 2461 any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any third -party distribution agreement shall contain the agreement of each broker -dealer who is a party to the third -party distribution agreement, to comply with the hold -the -offering -price rule. Pursuant to such agreement, no Underwriter has offered or sold any Maturity of the Hold -the -Offering -Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Issue during the Holding Period. (D) The aggregate of the Sale Prices of the General Rule Maturities and the Initial Offering Prices of the Hold -the -Offering -Price Maturities is $[ ] (the "Issue Price").] [If the issue price is determined using only the hold -the -offering -price rule in Regulations § 1.148-1(f)(2)(ii): (A) The Underwriting Group offered, on or before the Sale Date, each Maturity of the Issue to the Public for purchase at the respective initial offering prices listed in the final Official Statement, dated [ ], for the Issue (the "Initial Offering Prices"). A copy of the pricing wire or equivalent communication for the Issue is attached to this Certificate as Schedule A. The aggregate of the Initial Offering Prices of each Maturity is $( ] (the "Issue Price"). (B) As set forth in the Bond Purchase Agreement, the members of the Underwriting Group have agreed in writing that, (i) for each Maturity of the Issue, they would neither offer nor sell any portion of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold -the -offering -price rule"), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any third - party distribution agreement shall contain the agreement of each broker -dealer who is a party to the third -party distribution agreement, to comply with the hold -the -offering - price rule. Pursuant to such agreement, no Underwriter has offered or sold any Maturity of the Issue at a price that is higher than the respective Initial Offering Price for that Maturity of the Issue during the Holding Period.] [(B),(E), or (C)] Definitions. [If issue price is determined using only the general rule (actual sales of 10%), delete the definitions of "Holding Period" and "Sale Date."] ["Holding Period" means, for each Hold -the -Offering -Price Maturity of the Issue, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date ([ ]), or (ii) the date on which the Underwriting Group has sold at least 10% of such Maturity of the Issue to the Public at a price that is no higher than the Initial Offering Price for such Maturity.] Exhibit C-2 1559 of 2461 "Maturity" means bonds of the Issue with the same credit and payment terms. Bonds of the Issue with different maturity dates, or bonds of the Issue with the same maturity date but different stated interest rates, are treated as separate Maturities. "Public" means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. ["Sale Date' means the first day on which there is a binding contract in writing for the sale of a Maturity of the Issue. The Sale Date of the Issue is [—].] "Underwriter" means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Issue to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Issue to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Issue to the Public). All capitalized terms not defined in this Certificate have the meaning set forth in the Issuer's Tax Compliance Certificate or in Attachment A to it. (2) Yield. The Yield on the Issue is [ ]%, being the discount rate that, when used in computing the present worth of all payments of principal and interest to be paid on the Issue, computed on the basis of a 360-day year and semiannual compounding, produces an amount equal to the Issue Price of the Issue as stated in paragraph (1) [and computed with the adjustments stated in paragraphs (6) and (7)]. (3) Weighted Average Maturity. The weighted average maturity (defined below) of the Issue is [ ] years, and the remaining weighted average maturity of the Current Refunded Bonds is [_1 years. The weighted average maturity of an issue is equal to the sum of the products of the issue price of each maturity of the issue and the number of years to the maturity date of the respective maturity (taking into account mandatory but not optional redemptions), divided by the issue price of the entire issue. (5) Underwriters' Discount. The Underwriters' discount is $[ ], being the amount by which the aggregate Issue Price (as set forth in paragraph (1)) exceeds the price paid by the Senior Managing Underwriter to the Issuer for the Issue. [(6) Discount Maturities Subject to Mandatory Early Redemption. No Maturity that is subject to mandatory early redemption has a stated redemption price that exceeds the Sale Price or Initial Offering Price, as applicable, of such Maturity by more than one-fourth of I % multiplied by the product of its stated redemption price at maturity and the number of years to its weighted average maturity date.] Exhibit C-3 1560 of 2461 [(6) Discount Maturities Subject to Mandatory Early Redemption. The stated redemption price at maturity of the Maturities that mature in the year[s] 20[_], which Maturities are the only Maturities of the Issue that are subject to mandatory early redemption, exceeds the Sale Price or Initial Offering Price, as applicable, of such Maturities by more than one-fourth of 1% multiplied by the product of the stated redemption price at maturity and the number of years to the weighted average maturity date of such Maturities. Accordingly, in computing the Yield on the Issue stated in paragraph (2), those Maturities were treated as redeemed on each mandatory early redemption date at their present value rather than at their stated principal amount.] [(6) Premium Maturities Subject to Optional Redemption. The Maturities that mature in the years [ ] through [ ] are the only Maturities that are subject to optional redemption before maturity and have an Initial Offering Price or Sale Price, as applicable, that exceeds their stated redemption price at maturity by more than one fourth of 1% multiplied by the product of their stated redemption price at maturity and the number of complete years to their first optional redemption date. Accordingly, in computing the Yield on the Issue stated in paragraph (2), each such Maturity was treated as retired on its optional redemption date or at maturity to result in the lowest yield on that Maturity. No Maturity is subject to optional redemption within five years of the Issuance Date of the Issue.] [(6) No Discount or Premium Maturities. No Maturity was sold at an original issue discount or premium.] (7) No Stepped Coupon Maturities. No Maturity bears interest at an increasing interest rate. The signer is an officer of Senior Managing Underwriter and duly authorized to execute and deliver this Certificate of the Senior Managing Underwriter for itself and as representative of the Underwriting Group. The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Senior Managing Underwriter's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Compliance Certificate and with respect to compliance with the federal income tax rules affecting the Issue, and by Squire Patton Boggs (US) LLP, as bond counsel, in connection with rendering its opinion that the interest on the Issue is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Issue. Except as expressly set forth above, the certifications set forth herein may not be relied upon or used by any third party or for any other purpose. Exhibit C4 1561 of 2461 Dated: , 2026 MORGAN STANLEY & CO. LLC on behalf of itself, Jefferies LLC and Stifel, Nicolaus & Company, Inc. y: Name: Title: Exhibit C-5 1562 of 2461 [If the issue price is determined using a combination of the general rule (actual sales) and hold -the -offering -price rule) SCHEDULE A SALE PRICES OF THE GENERAL RULE MATURITIES Maturity Principal (Seyte_, mber 1) Amount Interest Rate Yield Price *Yield and Price calculated to the first optional redemption date of September 1, 20_. Schedule A 1563 of 2461 SCHEDULE B PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached) [If the issue price is determined using only the hold -the -offering -price rule in Regulations § 1.148-1(f)(2)(ii):] SCHEDULE A PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached) 1564 of 2461 DISCLOSURE DISSEMINATION AGENT AGREEMENT This Disclosure Dissemination Agent Agreement (the "Disclosure Agreement"), dated as of , 2026, is executed and delivered by the City of Miami Beach, Florida (the "Issuer") and Digital Assurance Certification LLC, as exclusive Disclosure Dissemination Agent (the "Disclosure Dissemination Agent" or "DAC") for the benefit of the Holders (hereinafter defined) of the Bonds (hereinafter defined) and in order to provide certain continuing disclosure with respect to the Bonds in accordance with Rule 15c2-12 of the United States Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time (the "Rule"). The services provided under this Disclosure Agreement solely relate to the execution of instructions received from the Issuer through use of the DAC system and do not constitute "advice" within the meaning of the Dodd -Frank Wall Street Reform and Consumer Protection Act (the "Act"). DAC will not provide any advice or recommendation to the Issuer or anyone on the Issuer's behalf regarding the "issuance of municipal securities" or any "municipal financial product" as defined in the Act and nothing in this Disclosure Agreement shall be interpreted to the contrary. SECTION 1. Definitions. Capitalized terms not otherwise defined in this Disclosure Agreement shall have the meaning assigned in the Rule or, to the extent not in conflict with the Rule, in the Official Statement (hereinafter defined). The capitalized terms shall have the following meanings: "Annual Filing Date" means the date, set in Sections 2(a) and 2(f), by which the Annual Report is to be filed with the MSRB. "Annual Financial Information" means annual financial information as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 3(a) of this Disclosure Agreement. "Annual Report" means an Annual Report described in and consistent with Section 3 of this Disclosure Agreement. "Audited Financial Statements" means the financial statements (if any) of the Issuer for the prior Fiscal Year, certified by an independent auditor as prepared in accordance with generally accepted accounting principles or otherwise, as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 3(b) of this Disclosure Agreement. "Bonds" means the bonds as listed on the attached Exhibit A, with the 9-digit CUSIP numbers relating thereto. "Certification" means a written certification of compliance signed by the Disclosure Representative stating that the Annual Report, Audited Financial Statements, Voluntary Report, Notice Event notice or Failure to File Event notice delivered to the Disclosure Dissemination Agent is the Annual Report, Audited Financial Statements, Voluntary Report, Notice Event notice or Failure to File Event notice required to be submitted to the MSRB under this Disclosure Agreement. A Certification shall accompany each such document submitted to the Disclosure Dissemination Agent by the Issuer and include the full name of the Bonds and the 9-digit CUSIP numbers for all Bonds to which the document applies. 11 06440286\2W M E R I CAS 1565 of 2461 "Disclosure Dissemination Agent" means Digital Assurance Certification LLC, acting in its capacity as Disclosure Dissemination Agent hereunder, or any successor Disclosure Dissemination Agent designated in writing by the Issuer pursuant to Section 9 hereof. "Disclosure Representative" means the Chief Financial Officer of the Issuer or his or her designee, or such other person as the Issuer shall designate in writing to the Disclosure Dissemination Agent from time to time as the person responsible for providing Information to the Disclosure Dissemination Agent. "Failure to File Event" means the Issuer's failure to file an Annual Report on or before the Annual Filing Date. "Financial obligation" means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as a security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term "financial obligation" shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. "Force Majeure Event" means: (i) acts of God, war, or terrorist action; (ii) failure or shut -down of the Electronic Municipal Market Access system maintained by the MSRB; or (iii) to the extent beyond the Disclosure Dissemination Agent's reasonable control, interruptions in telecommunications or utilities services, failure, malfunction or error of any telecommunications, computer or other electrical, mechanical or technological application, service or system, computer virus, interruptions in Internet service or telephone service (including due to a virus, electrical delivery problem or similar occurrence) that affect Internet users generally, or in the local area in which the Disclosure Dissemination Agent or the MSRB is located, or acts of any government, regulatory or any other competent authority the effect of which is to prohibit the Disclosure Dissemination Agent from performance of its obligations under this Disclosure Agreement. "Holder" means any person (a) having the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries) or (b) treated as the owner of any Bonds for federal income tax purposes. "Information" means the Annual Financial Information, the Audited Financial Statements (if any), the Notice Event notices, the Failure to File Event notices and the Voluntary Reports. "MSRB" means the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934. "Notice Event" means any of the events enumerated in paragraph (b)(5)(i)(C) of the Rule and listed in Section 4(a) of this Disclosure Agreement. "Obligated Person" means any person, including the Issuer, who is either generally or through an enterprise, fund, or account of such person committed by contract or other arrangement to support payment of all, or part of the obligations on the Bonds (other than providers of municipal bond insurance, letters of credit, or other liquidity facilities). 2 1106440286\2\AM E R I CAS 1566 of 2461 "Official Statement" means that Official Statement prepared by the Issuer in connection with the Bonds. "Voluntary Report" means the information provided to the Disclosure Dissemination Agent by the Issuer pursuant to Section 7. SECTION 2. Provision of Annual Reports. (a) The Issuer shall provide, annually, an electronic copy of the Annual Report and Certification to the Disclosure Dissemination Agent, not later than thirty (30) days prior to the Annual Filing Date. Promptly upon receipt of an electronic copy of the Annual Report and the Certification, the Disclosure Dissemination Agent shall provide an Annual Report to the MSRB not later than two hundred forty (240) days after the end of each Fiscal Year, commencing with the Fiscal Year ended September 30, 2026. Such date and each anniversary thereof is the Annual Filing Date. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 3 of this Disclosure Agreement. (b) If on the fifteenth (15th) day prior to the Annual Filing Date, the Disclosure Dissemination Agent has not received a copy of the Annual Report and Certification, the Disclosure Dissemination Agent shall contact the Disclosure Representative by telephone and in writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the Annual Report pursuant to Section 2(a). Upon such reminder, the Disclosure Representative shall either (i) provide the Disclosure Dissemination Agent with an electronic copy of the Annual Report and the Certification no later than two (2) business days prior to the Annual Filing Date, or (ii) instruct the Disclosure Dissemination Agent in writing that the Issuer will not be able to file the Annual Report within the time required under this Disclosure Agreement, state the date by which the Annual Report for such year will be provided and instruct the Disclosure Dissemination Agent that a Failure to File Event has occurred and to immediately send a notice to the MSRB in substantially the form attached as Exhibit B. (c) If the Disclosure Dissemination Agent has not received an Annual Report and Certification by 10:00 a.m. Eastern time on the Annual Filing Date (or, if such Annual Filing Date falls on a Saturday, Sunday or holiday, then the first business day thereafter) for the Annual Report, a Failure to File Event shall have occurred and the Issuer irrevocably directs the Disclosure Dissemination Agent to immediately send a Failure to File Event notice to the MSRB in substantially the form attached as Exhibit B, without reference to the anticipated filing date for the Annual Report. (d) If Audited Financial Statements of the Issuer are prepared but not available prior to the Annual Filing Date, the Issuer may provide an electronic copy of its unaudited financial statements to the Disclosure Dissemination Agent and shall, when the Audited Financial Statements are available, provide in a timely manner an electronic copy of the Audited Financial Statements to the Disclosure Dissemination Agent, accompanied by a Certification, in each case for filing with the MSRB. Compliance with the provisions of this Section 2(d) shall constitute the Issuer's filing of the Annual Report until the Audited Financial Statements are filed. (e) The Disclosure Dissemination Agent shall: 1106440286121AMERICAS 1567 of 2461 (i) verify the filing specifications of the MSRB each year prior to the Annual Filing Date; (ii) upon receipt, promptly file each Annual Report received under Sections 2(a) and 2(b) with the MSRB; (iii) upon receipt, promptly file each of the unaudited financial statements and each of the Audited Financial Statements received under Section 2(d) with the MSRB; (iv) upon receipt, promptly file the text of each Notice Event received under Sections 4(a) and 4(b)(ii) with the MSRB, identifying the Notice Event as instructed by the Issuer pursuant to Section 4(a) or 4(b)(ii) (being any of the categories set forth below) when filing pursuant to Section 4(c) of this Disclosure Agreement indicated: 1. "Principal and interest payment delinquencies;" 2. "Non -Payment related defaults, if material;" 3. "Unscheduled draws on debt service reserves reflecting financial difficulties;" 4. "Unscheduled draws on credit enhancements reflecting financial difficulties;" 5. "Substitution of credit or liquidity providers, or their failure to perform;" 6. "Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security;" 7. "Modifications to rights of Bond Holders, if material;" 8. "Bond calls, if material, and tender offers;" 9. "Defeasances;" 10. "Release, substitution, or sale of property securing repayment of the securities, if material;" 11. "Rating changes;" 12. "Bankruptcy, insolvency, receivership or similar event of the Obligated Person;" 13. "The consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of the Obligated Person, other than in the ordinary course of business, the entry into 4 1106440286� WMERICAS 1568 of 2461 a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;" 14. "Appointment of a successor or additional trustee or the change of name of a trustee, if material;" 15. "Incurrence of a financial obligation of an Obligated Person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of an Obligated Person, any of which affect Bond Holders, if material;" and 16. "Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of an Obligated Person, any of which reflect financial difficulties." (v) upon receipt (or irrevocable direction pursuant to Section 2(c) of this Disclosure Agreement, as applicable), promptly file a completed copy of Exhibit B to this Disclosure Agreement with the MSRB, identifying the filing as "Failure to provide annual information as required" when filing pursuant to Section 2(b)(ii) or Section 2(c) of this Disclosure Agreement; (vi) upon receipt, promptly file the text of each Voluntary Report received under Section 7 with the MSRB; and (vii) provide the Issuer evidence of the filings of each of the above when made, which shall be by means of the DAC system, for so long as DAC is the Disclosure Dissemination Agent under this Disclosure Agreement. (f) The Issuer may adjust the Annual Filing Date upon change of its Fiscal Year by providing written notice of such change and the new Annual Filing Date to the Disclosure Dissemination Agent and the MSRB, provided that the period between the existing Annual Filing Date and new Annual Filing Date shall not exceed one year. (g) Any Information received by the Disclosure Dissemination Agent before 6:00 p.m. Eastern time on any business day that it is required to file with the MSRB pursuant to the terms of this Disclosure Agreement and that is accompanied by a Certification and all other information required by the terms of this Disclosure Agreement will be filed by the Disclosure Dissemination Agent with the MSRB no later than 11:59 p.m. Eastern time on the same business day; provided, however, the Disclosure Dissemination Agent shall have no liability for any delay in filing with the MSRB if such delay is caused by a Force Majeure Event, provided that the Disclosure Dissemination Agent uses reasonable efforts to make any such filing as soon as possible. SECTION 3. Content of Annual Reports. (a) Each Annual Report shall contain the following Annual Financial Information for the prior Fiscal Year: the information in the Official Statement in the tables under the caption 11 06440286\2W M E R I CAS 1569 of 2461 ["THE RESORT TAX" entitled "Resort Tax Revenues by Source" and "Resort Tax Revenues, Debt Service and Debt Service Coverage".] (b) Audited Financial Statements prepared in accordance with generally accepted accounting principles ("GAAP") will be included in the Annual Report, but may be provided in accordance with Section 2(d). Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues with respect to which the Issuer is an Obligated Person, which have been previously filed with the Securities and Exchange Commission or available to the public on the MSRB Internet Website. If the document incorporated by reference is a final official statement, it must be available from the MSRB. The Issuer will clearly identify each such document so incorporated by reference. Any Annual Financial Information containing modified operating data or financial information is required to explain, in narrative form, the reasons for the modification and the impact of the change in the type of operating data or financial information being provided. SECTION 4. Reporting_of Notice Events. (a) The occurrence of any of the following events with respect to the Bonds constitutes a Notice Event: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults, if material; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements relating to the Bonds reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; 7. Modifications to rights of Bond Holders, if material; 8. Bond calls, if material, and tender offers; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Bonds, if material; 11. Rating changes on the Bonds; 6 1106440286\21AMER ICAS 1570 of 2461 12. Bankruptcy, insolvency, receivership or similar event of the Obligated Person; Note: for the purposes of the event identified in this subsection 4(a)(12), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or .similar officerfor an Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated Person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over .substantially all of the assets or business of the Obligated Person. 13. The consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of the Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; 14. Appointment of a successor or additional trustee or the change of name of a trustee, if material; 15. Incurrence of a financial obligation of an Obligated Person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of an Obligated Person, any of which affect Bond Holders, if material; and 16. Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of an Obligated Person, any of which reflect financial difficulties. The Issuer shall, in a timely manner not in excess of ten (10) business days after its occurrence, notify the Disclosure Dissemination Agent in writing of the occurrence of a Notice Event. Such notice shall instruct the Disclosure Dissemination Agent to report the occurrence pursuant to subsection (c) of this Section 4 and shall' be accompanied by a Certification. Such notice or Certification shall identify the Notice Event that has occurred (which shall be any of the categories set forth in Section 2(e)(iv) of this Disclosure Agreement), include the text of the disclosure that the Issuer desires to make, contain the written authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such information, and identify the date the Issuer desires for the Disclosure Dissemination Agent to disseminate the information (provided that such date is not later than the tenth (1 Oth) business day after the occurrence of the Notice Event). (b) The Disclosure Dissemination Agent is under no obligation to notify the Issuer'or the Disclosure Representative of an event that may constitute a Notice Event. In the event the Disclosure Dissemination Agent so notifies the Disclosure Representative, the Disclosure Representative will within two business days of receipt of such notice (but in any event not later than the tenth (10th) business day after the occurrence of the Notice Event, if the Issuer determines that a Notice Event has occurred), instruct the Disclosure Dissemination Agent that (i) a Notice Event has not occurred and no filing is to be made or (ii) a Notice Event has occurred and the Disclosure Dissemination Agent is to report the occurrence pursuant to Section 4(c), 7 110844028812 W M E R I C A S 1571 of 2461 together with a Certification. Such notice or Certification shall identify the Notice Event that has occurred (which shall be any of the categories set forth in Section 2(e)(iv) of this Disclosure Agreement), include the text of the disclosure that the Issuer desires to make, contain the written authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such information, and identify the date the Issuer desires for the Disclosure Dissemination Agent to disseminate the information (provided that such date is not later than the tenth (10th) business day after the occurrence of the Notice Event). (c) If the Disclosure Dissemination Agent has been instructed by the Issuer as prescribed in subsection (a) or (b)(ii) of this Section 4 to report the occurrence of a Notice Event, the Disclosure Dissemination Agent shall promptly file a notice of such occurrence with the MSRB in accordance with Section 2(e)(iv) hereof. SECTION 5. CUSIP Numbers. Whenever providing information to the Disclosure Dissemination Agent, including but not limited to Annual Reports, documents incorporated by reference to the Annual Reports, Audited Financial Statements, notices of Notice Events, Failure to File Events and Voluntary Reports filed pursuant to Section 7(a), the Issuer shall indicate the full name of the Bonds and the 9-digit CUSIP numbers for the Bonds as to which the provided information relates. SECTION 6. Additional Disclosure Obligations. The Issuer acknowledges and understands that other state and federal laws, including but not limited to the Securities Act of 1933 and Rule lOb-5 promulgated under the Securities Exchange Act of 1934, may apply to the Issuer, and that the failure of the Disclosure Dissemination Agent to so advise the Issuer shall not constitute a breach by the Disclosure Dissemination Agent of any of its duties and responsibilities under this Disclosure Agreement. The Issuer acknowledges and understands that the duties of the Disclosure Dissemination Agent relate exclusively to execution of the mechanical tasks of disseminating information as described in this Disclosure Agreement. SECTION 7. Voluntary Reports. (a) The Issuer may instruct the Disclosure Dissemination Agent to file information with the MSRB, from time to time pursuant to a Certification of the Disclosure Representative accompanying such information (a "Voluntary Report"). (b) Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information through the Disclosure Dissemination Agent using the means of dissemination set forth in this Disclosure Agreement or including any other information in any Annual Report, Audited Financial Statements, Voluntary Report, Notice Event notice or Failure to File Event notice, in addition to that required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Report, Audited Financial Statements, Voluntary Report, Notice Event notice, or Failure to File Event notice in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report, Audited Financial Statements, Voluntary Report, Notice Event notice or Failure to File Event notice. S 1106440286\2\AM E R ICAS 1572 of 2461 SECTION 8. Termination of Reporting _ Obligation. The obligations of the Issuer and the Disclosure Dissemination Agent under this Disclosure Agreement shall terminate with respect to the Bonds upon the legal defeasance, prior redemption or payment in full of all of the Bonds, when the Issuer is no longer an Obligated Person with respect to the Bonds, or upon delivery by the Disclosure Representative to the Disclosure Dissemination Agent of an opinion of nationally recognized bond counsel to the effect that continuing disclosure is no longer required. SECTION 9. Disclosure Dissemination Agent. The Issuer has appointed Digital Assurance Certification LLC as exclusive Disclosure Dissemination Agent under this Disclosure Agreement. The Issuer may, upon thirty (30) days prior written notice to the Disclosure Dissemination Agent, replace or appoint a successor Disclosure Dissemination Agent. Upon termination of DAC's services as Disclosure Dissemination Agent, whether by notice of the Issuer or DAC, the Issuer agrees to appoint a successor Disclosure Dissemination Agent or, alternately, agrees to assume all responsibilities of Disclosure Dissemination Agent under this Disclosure Agreement for the benefit of the Holders of the Bonds. Notwithstanding any replacement or appointment of a successor, the Issuer shall remain liable until payment in full for any and all sums owed and payable to the Disclosure Dissemination Agent. The Disclosure Dissemination Agent may resign at any time by providing thirty (30) days prior written notice to the Issuer. SECTION 10. Remedies in Event of Default. In the event of a failure of the Issuer or the Disclosure Dissemination Agent to comply with any provision of this Disclosure Agreement, any Holder's rights to enforce the provisions of this Disclosure Agreement shall be limited solely to a right, by action in mandamus or for specific performance, to compel performance of the parties' obligations under this Disclosure Agreement. Any failure by a party to perform in accordance with this Disclosure Agreement shall not constitute a default on the Bonds or under any other document relating to the Bonds, including the Resolution, and all rights and remedies shall be limited to those expressly stated herein. SECTION 11. Duties Immunities and Liabilities of Disclosure Dissemination Agent. (a) The Disclosure Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement. The Disclosure Dissemination Agent's obligation to deliver the information at the times and with the contents described herein shall be limited to the extent the Issuer has provided such information to the Disclosure Dissemination Agent as required by this Disclosure Agreement. The Disclosure Dissemination Agent shall have no duty with respect to the content of any disclosures or notice made pursuant to the terms hereof. The Disclosure Dissemination Agent shall have no duty or obligation to review or verify any Information or any other information, disclosures or notices provided to it by the Issuer and shall not be deemed to be acting in any fiduciary capacity for the Issuer, the Holders of the Bonds or any other party. The Disclosure Dissemination Agent shall have no responsibility for the Issuer's failure to report to the Disclosure Dissemination Agent a Notice Event or a duty to determine the materiality thereof. The Disclosure Dissemination Agent shall have no duty to determine, or liability for failing to determine, whether the Issuer has complied with this Disclosure Agreement. The Disclosure Dissemination Agent may conclusively rely upon certifications of the Issuer at all times. 9 11 06440286\2\AMERICAS 1573 of 2461 The obligations of the Issuer under this Section shall survive resignation or removal of the Disclosure Dissemination Agent and defeasance, redemption or payment of the Bonds. (b) The Disclosure Dissemination Agent may, from time to time, consult with legal counsel (either in-house or external) of its own choosing in the event of any disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or its respective duties hereunder, and shall not incur any liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. The reasonable fees and expenses of such counsel shall be payable by the Issuer. (c) All documents, reports, notices, statements, information and other materials provided to the MSRB under this Disclosure Agreement shall be provided in an electronic format and accompanied by identifying information as prescribed by the MSRB. SECTION 12. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Issuer and the Disclosure Dissemination Agent may amend this Disclosure Agreement and any provision of this Disclosure Agreement may be waived, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws acceptable to both the Issuer and the Disclosure Dissemination Agent to the effect that such amendment or waiver does not materially impair the interests of Holders of the Bonds and would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule; provided neither the Issuer nor the Disclosure Dissemination Agent shall be obligated to agree to any amendment modifying their respective duties or obligations without their consent thereto. Notwithstanding the preceding paragraph, the Disclosure Dissemination Agent shall have the right to adopt amendments to this Disclosure Agreement necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission from time to time by giving not less than twenty (20) days written notice of the intent to do so together with a copy of the proposed amendment to the Issuer. No such amendment shall become effective if the Issuer shall, within ten (10) days following the giving of such notice, send a notice to the Disclosure Dissemination Agent in writing that it objects to such amendment. SECTION 13. Sources of Payments; No Personal Liability. Notwithstanding anything to the contrary contained in this Disclosure Agreement, the Issuer shall be required to use only Resort Tax Revenues to pay any costs and expenses to be incurred in the performance of this Disclosure Agreement by it, and the performance of its obligations hereunder shall be subject to the availability of Resort Tax Revenues for that purpose. This Disclosure Agreement does not and shall not constitute a general obligation of the Issuer. No covenant, stipulation, obligation or agreement of the Issuer contained in this Disclosure Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future officer, agent or employee of the Issuer in other than that person's official capacity. SECTION 14. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Disclosure Dissemination Agent, the Underwriters, and the Holders from time to time of the Bonds, and shall create no rights in any other person or entity. 10 1106440286\2 AMERICAS 1574 of 2461 SECTION 15. Governing Law. This Disclosure Agreement shall be governed by the laws of the State of Florida. SECTION 16. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. [Signature Page to Follow] 11 06440286\2\AMERICAS 1575 of 2461 The Disclosure Dissemination Agent and the Issuer have caused this Disclosure Agreement to be executed, on the date first written above, by their respective officers duly authorized. DIGITAL ASSURANCE CERTIFICATION LLC, as Disclosure Dissemination Agent Name: Title: CITY OF MIAMI BEACH, FLORIDA, as Issuer Jason D. Greene Chief Financial Officer 11 06440286\21AMERICAS 12 1576 of 2461 EXHIBIT A NAME AND CUSIP NUMBERS OF BONDS Name of Issuer: City of Miami Beach, Florida Obligated Person: City of Miami Beach, Florida Name of Bond Issue: Resort Tax Revenue Refunding Bonds, Series 2026 Date of Issuance: , 2026 Date of Official Statement: , 2026 CUSIP Numbers: A-1 11 0644 02 8 6 \2 �A M E R I C A S 1577 of 2461 EXHIBIT B NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT Issuer: City of Miami Beach, Florida Obligated Person: City of Miami Beach, Florida Name of Bond Issue: Resort Tax Revenue Refunding Bonds, Series 2026 Date of Issuance: , 2026 NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above -named Bonds as required by the Disclosure Dissemination Agent Agreement, dated as of , 2026, between the Issuer and Digital Assurance Certification LLC, as Disclosure Dissemination Agent. The Issuer has notified the Disclosure Dissemination Agent that it anticipates that the Annual Report will be filed by Dated: Digital Assurance Certification LLC, as Disclosure Dissemination Agent, on behalf of the Issuer cc: City of Miami Beach, Florida B-1 1106440286\2W MERICAS 1578 of 2461