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Resolution 2023-32665 • RESOLUTION NO. 2023-32665 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $101,700,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH, FLORIDA GENERAL OBLIGATION BONDS (ARTS AND CULTURAL FACILITIES), IN ONE OR MORE SERIES, TO PAY COSTS OF A PORTION OF ARTS AND CULTURAL FACILITIES PROJECTS; PROVIDING THAT SUCH GENERAL OBLIGATION BONDS SHALL CONSTITUTE GENERAL OBLIGATIONS OF THE CITY AND THAT THE FULL FAITH, CREDIT AND TAXING POWER OF.THE CITY SHALL BE IRREVOCABLY PLEDGED FOR THE PAYMENT OF THE PRINCIPAL OF AND THE INTEREST ON SUCH GENERAL OBLIGATION BONDS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; PROVIDING CERTAIN DETAILS OF THE BONDS; DELEGATING CERTAIN MATTERS IN CONNECTION WITH THE ISSUANCE OF THE BONDS TO THE CITY MANAGER; AUTHORIZING THE' NEGOTIATED SALE OF THE BONDS TO THE UNDERWRITERS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT; APPOINTING A PAYING AGENT AND A BOND REGISTRAR; PROVIDING FOR A PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE BONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12 AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A DISCLOSURE DISSEMINATION AGENT AGREEMENT WITH RESPECT THERETO AND APPOINTING A DISCLOSURE DISSEMINATION AGENT THEREUNDER; AUTHORIZING A BOOK-ENTRY REGISTRATION SYSTEM FOR THE BONDS; AUTHORIZING CERTAIN OFFICIALS AND EMPLOYEES OF THE CITY TO TAKE ALL NECESSARY RELATED ACTIONS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on July 20, 2022, the Mayor and City Commission (collectively, the "Commission") of the City of Miami Beach, Florida (the "City") adopted Resolution No. 2022- 32261 calling for a special election on November 8, 2022 to submit to the electorate of the City a bond referendum to decide whether the City should be authorized to issue not exceeding $159,000,000 in principal amount of general obligation bonds (the "Arts and Cultural Facilities General Obligation Bonds") to improve facilities for resiliency of arts and cultural institutions throughout the. City, including museums, performance venues, artistic playgrounds, senior/cultural centers, botanical garden, aquatic sculpture park, and related artist/workforce housing (collectively,the"Arts and Cultural Facilities Projects"); and 1095815934\3\AMERICAS WHEREAS, at such special election on November 8, 2022, the issuance of the Arts and Cultural Facilities General Obligation Bonds was approved by the electorate of the City in accordance with the applicable laws of the State of Florida; and WHEREAS, the Commission adopted Resolution No. 2022-32416 on November 21, 2022, adopting the certification by the Supervisor of Elections of Miami-Dade County, Florida, of the results of such bond referendum approving the issuance of the Arts and Cultural Facilities General Obligation Bonds; and WHEREAS, the Commission has determined that it is desirable, subject to the provisions of this Resolution, to authorize at this time the issuance by the City of its General Obligation Bonds (Arts and Cultural Facilities), in one or more Series, in an aggregate principal amount not to exceed $101,700,000 (the"Bonds"), constituting a portion of the Arts and Cultural Facilities General Obligation Bonds, to pay the costs of a portion of the Arts and Cultural Facilities Projects; and WHEREAS, the Commission has further determined that it is in the best interest of the City to delegate as provided herein the determination of certain terms of the Bonds, the final award of the Bonds to the Underwriters, including the execution of a Bond Purchase Agreement, and other actions in connection with the issuance of the Bonds, and all other actions necessary or desirable in connection with the issuance of the Bonds, subject to the limitations contained herein; and WHEREAS, for reasons more fully set forth herein, the Commission finds and determines it to be in the best interest of the City to authorize the sale of the Bonds on the basis of a negotiated sale rather than a public sale by competitive bid; and WHEREAS, the Commission has found and determined that the issuance of-the Bonds and the Arts and Cultural Facilities Projects to be financed with proceeds of the Bonds will serve a valid public purpose; and WHEREAS, in connection with the issuance of the Bonds, the requirements of Ordinance No. 2007-3582, adopted by the Commission on November 21, 2007, as applicable, including the holding of two public hearings, have been complied with prior to the adoption of this Resolution. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH,FLORIDA: SECTION 1. DEFINITIONS. In addition to the terms elsewhere defined in this Resolution, unless the context otherwise requires, the following terms as used in this Resolution shall have the following meanings: "Act" means the Constitution and laws of the State of Florida, including without limitation, Article VII, Section 12 of the Constitution, Chapter 166, Florida Statutes, as amended, and the City of Miami Beach Charter, as amended. 2 109581593413\AMERICAS • "Authorized Depository" means any bank, trust company, national banking association, savings and loan association, savings bank or other banking association selected by the City as a depository, which is authorized under Florida law to be a depository of municipal funds and which has complied with all applicable state and federal requirements concerning the receipt of City funds. "Bond" or "Bonds" means the City of Miami Beach, Florida General Obligation Bonds (Arts and Cultural Facilities) issued hereunder in an aggregate principal amount not to exceed $101,700,000. "Bondholder", "holder" or "registered owner" means the person in whose name any Bond is registered on the registration book maintained by the Bond Registrar. "Bond Purchase Agreement" means the Bond Purchase Agreement to be entered into between the City and the Underwriters providing for the terms of the sale of the Bonds to the • Underwriters. "Bond Registrar" means U.S. Bank Trust Company, National Association, and any other agent designated from time to time by the City, by resolution, to maintain the registration books for the Bonds or to perform other duties with respect to registering the transfer of the Bonds. "Chief Financial Officer" means the Chief Financial Officer of the City or his or her designee or the officer succeeding to his or her principal functions. "City"means the City of Miami Beach, Florida. "City Attorney"means the City Attorney of the City or his or her designee. "City Clerk" means the City Clerk or his or her designee or the officer succeeding to his or her principal functions. "City Manager" means the City Manager or his or her designee or the officer succeeding to his or her principal functions. "Code" means the Internal Revenue Code of 1986, as amended, and all temporary, proposed or permanent implementing regulations promulgated or applicable thereunder. "Commission"means the Mayor and City Commission of the City. "Continuing Disclosure Agreement" means the Disclosure Dissemination Agent Agreement to be entered into between the City and the Disclosure Dissemination Agent in connection with the Bonds. "Disclosure Dissemination Agent"means Digital Assurance Certification, L.L.C. "DTC"means The Depository Trust Company, New York, New York, its successors and assigns. 3 1 0 9 5 8 1 5 934131AM ERICAS "Financial Advisor" means PFM Financial Advisors LLC, the financial advisor to the City in connection with the issuance of the Bonds. "Fiscal Year"means the period commencing on October 1 of each year and ending on the succeeding September 30, or such other consecutive 12-month period as may hereafter be designated as the fiscal year of the City. "Government Obligations"means: (a) direct obligations of, or obligations guaranteed as to timely payment by, the United States of America; (b) Any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state (i)which are not callable prior to maturity or as to which irrevocable instructions have been given to the trustee of such bonds or other obligations by the obligor to give due notice of redemption and to call such bonds for redemption on the date or dates specified in such instructions, (ii) which are secured as to principal and interest and redemption premium, if any, by a fund consisting only of cash or obligations of the character described in clause (a) hereof which fund may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the redemption date or dates specified in the irrevocable instructions referred to in subclause (i) of this clause (b), as appropriate, and (iii) as to which the principal of and interest on the obligations of the character described in clause (a) hereof which have been deposited in such fund along with any cash on deposit in such fund are sufficient to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this clause (b) on the maturity date or dates thereof or on the redemption date or dates specified in the . irrevocable instructions referred to in subclause(i) of this clause(b), as appropriate; (c) Evidences of indebtedness issued by the Federal Home Loan Banks, Federal Home Loan Mortgage Corporation (including participation certificates), Federal Financing Banks, or any other agency or instrumentality of the United States of America created by an act of Congress provided that the obligations of such agency or instrumentality are unconditionally guaranteed as to timely payment by the United States of America or any other agency or instrumentality of the United States of America or of any corporation wholly-owned by the United States of America; and (d) Evidences of ownership of proportionate interests in future interest and principal payments on obligations described in clause (a) hereof held by a bank or trust company as custodian. "Mayor" means the Mayor of the City or the officer succeeding to his or her principal functions. "Mayor's Certificate" means the Certificate to be executed by the Mayor on or prior to the date of issuance of the Bonds, which certificate shall provide certain details of the Bonds as required under this Resolution. 4 1 0 9 58 1 59 3 4131AMERICAS "Official Statement" means that certain Official Statement with respect to the issuance of the Bonds, as such Official Statement shall be approved by the Mayor and the City Manager in accordance with the provisions of this Resolution. "Outstanding" or`Bonds.outstanding"means all Bonds which have been issued pursuant to this Resolution except: (a) Bonds cancelled after purchase in the open market or because of payment at or redemption prior to maturity; (b) Bonds for the payment or redemption of which cash funds or Government Obligations or any combination thereof shall have been theretofore irrevocably set aside in a special account with the Paying Agent or other Authorized Depository, whether upon or prior to the maturity or redemption date of any such Bond, in an amount which, together with earnings on such Government Obligations, will be sufficient to pay the principal of and interest and redemption premium, if any, on such Bonds at maturity or upon their earlier redemption; provided that, if such Bonds are to be redeemed before the maturity thereof, notice of such redemption shall have been given according to the requirements of this Resolution or irrevocable instructions directing the timely giving of such notice and directing the payment of the principal of and interest on all Bonds at such redemption dates shall have been given to the Paying Agent; (c) Bonds which are deemed paid pursuant to Section 5.G hereof; and (d) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered pursuant to this Resolution. "Paying Agent" means U.S. Bank Trust Company, National Association, and any other agent which is an Authorized Depository, designated from time to time by the City, by resolution, to serve as a Paying Agent for the Bonds that shall have agreed to arrange for the timely payment of the principal of, interest on and redemption premium, if any, with respect to the Bonds to the registered owners thereof, from funds made available therefor by the City. "Preliminary Official Statement" means the Preliminary Official Statement with respect to the issuance of the Bonds. "Resolution" means this resolution authorizing the issuance of the Bonds, as amended from time to time to the extent permitted hereby. "Series" means each separate series of the Bonds issued at one time pursuant to this Resolution. "Taxable Bonds" means Bonds the interest on which is not intended at the time of issuance thereof to be excluded from gross income of the holders thereof for federal income tax purposes. "Tax-Exempt Bonds" means Bonds the interest on which is excludable from gross income of the holders thereof for federal income tax purposes. 5 1095815934\3\AMERICAS "Underwriters"means Wells Fargo Bank, N.A., Goldman Sachs & Co., LLC and Estrada Hinojosa& Company, Inc. Words in this Resolution importing singular numbers shall include the plural number in each case and vice versa, and words importing persons shall include firms, corporations or other entities including governments or governmental bodies. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. SECTION 2. FINDINGS AND DETERMINATIONS. It is hereby ascertained, determined and declared that: A. The recitals to this Resolution are hereby incorporated herein as findings and determinations. B. The Arts and Cultural Facilities Projects consist solely of "capital projects" as such term is defined in Article VII, Section 12 of the Constitution of the State of Florida. C. The City is authorized under the Act to issue general obligation bonds to pay costs of the Arts and Cultural Facilities Projects. D. The execution and delivery by the Mayor of the Mayor's Certificate shall be conclusive evidence of the City's approval of all matters delegated to the Mayor under this Resolution. E. Due to current market conditions, the uncertainty inherent in a competitive bidding process and the recommendations of the Financial Advisor, the sale of the Bonds on the basis of a negotiated sale rather than a sale by competitive bid is found to be in the best interest of the City and is hereby authorized. SECTION 3. CONTRACT. In consideration of the acceptance of the Bonds authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the City, the Bondholders, the Paying Agent and the Bond Registrar. The covenants and agreements herein set forth to be performed by the City shall be for the equal benefit, protection and security of the Bondholders, and all Bonds shall be of equal rank and without preference, priority or distinction over any other thereof, except as expressly provided herein. SECTION 4. AUTHORIZATION OF THE BONDS; SALE AND AWARD OF THE BONDS. A. Subject and pursuant to the provisions hereof, general obligation bonds of the City to be known as "City of Miami Beach, Florida, General Obligation Bonds (Arts and Cultural Facilities), [Taxable] Series ", in one or more Series and with such Series designation(s) as shall be set forth in the Mayor's Certificate, are hereby authorized to be issued in an aggregate principal amount not to exceed One Hundred One Million Seven Hundred Thousand Dollars ($101,700,000) to pay the costs of a portion of the Arts and Cultural Facilities Projects. The Bonds shall constitute a portion of the Arts and Cultural Facilities General Obligation Bonds. The City Manager, upon the recommendations of the Chief Financial Officer 6 1095815934\3\AMERICAS and the Financial Advisor, and subject to the above limitations, shall determine the aggregate principal amount of the Bonds to be issued, the number of Series of Bonds to be issued and whether the Bonds shall be issued as Tax-Exempt Bonds and/or Taxable Bonds, and may determine to issue the Bonds at one time or as needed, such determinations to be evidenced in the Mayor's Certificate. B. Upon compliance by the Underwriters with the requirements of Florida Statutes, Section 218.385, the City Manager is hereby authorized, after consultation with the Chief Financial Officer and the Financial Advisor, to award the Bonds to the Underwriters and the Mayor is hereby authorized to execute and deliver the Bond Purchase Agreement, in substantially the form presented at the meeting at which this Resolution was considered, subject to such changes, insertions and omissions and such filling-in of blanks therein as may be necessary to evidence the terms of the Bonds and such additional changes as may be approved by the City Manager, after consultation with the Chief Financial Officer and the City Attorney. The Underwriters' compensation (which does not include original issue discount) for the Bonds shall be determined by the City Manager, after consultation with the Chief Financial Officer and the Financial Advisor, but shall not be more than 1% of the principal amount of the Bonds. The execution and delivery of the Bond Purchase Agreement by the Mayor, for and on behalf of the City, shall be conclusive evidence of the approval of the City Manager and the City of any such changes, insertions, omissions or filling-in of blanks. SECTION 5. TERMS, REDEMPTION AND FORM OF BONDS. A. The Bonds shall be issued as fully registered bonds in the denomination of$5,000 each or any integral multiple thereof and shall be numbered consecutively from 1 upward preceded by the letter"R". The principal of and redemption premium, if any, on the Bonds shall be payable upon presentation and surrender at the designated corporate trust office of the Paying Agent; provided, however that if ownership of Bonds is maintained in a book-entry only system by a securities depository, such payment may be made in accordance with the procedures of such securities depository.. Interest on the Bonds shall be paid by check or draft drawn upon the Paying Agent and mailed to the registered owners of the Bonds at the addresses as they appear on the registration books maintained by the Bond Registrar at the close of business on the 15th day (whether or not a business day) of the month next preceding the interest payment date (the "Record Date"), irrespective of any transfer or exchange of such Bonds subsequent to such Record Date and prior to such interest payment date, unless the City shall be in default in the payment of interest due on such interest payment date; provided, however, that (i) if ownership of Bonds is maintained in a book-entry only system by a securities depository, such payment may be made in accordance with the procedures of such securities depository or (ii) if such 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 Bonds, such payments may be made by wire transfer to the bank and bank account specified in writing by such holder on or prior to the Record Date (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 such holder. In the event of any default in the payment of interest, such defaulted interest shall be payable to the persons in whose names such Bonds are registered at the close of business on a special record date for the payment of such defaulted interest as established by notice 7 109581593413'AMERICAS deposited in the U.S. mails, postage prepaid, by the Paying Agent to the registered owners of the Bonds not less than fifteen (15) days preceding such special record date. Such notice shall be mailed to the persons in whose names the Bonds are registered at the close of business on the fifth (5th) day (whether or not a business day) preceding the date of mailing. Interest on the Bonds shall be calculated on the basis of a 360-day year of twelve 30-day months. B. Prior to the issuance of the Bonds, the Mayor shall execute the Mayor's Certificate. The Mayor's Certificate shall set forth certain terms of the Bonds approved by the City Manager, after consultation with the Chief Financial Officer and the Financial Advisor, including, but not limited to the dated date of the Bonds,the number of Series of Bonds and their designations, whether the Bonds shall be issued as Tax-Exempt Bonds and/or Taxable Bonds, principal amounts of the Bonds, interest payment dates, interest rates, maturities, but not later than thirty (30) years from the date of issuance of the Bonds, sinking fund installments, if any, and any redemption provisions. C. The Bonds shall be executed in the name of the City by the Mayor and the seal of the City shall be imprinted, reproduced or lithographed on the Bonds and attested to by the City Clerk. The signatures of the Mayor and the City Clerk on the Bonds may be by facsimile. If any officer whose signature appears on the Bonds ceases to hold office before the delivery of the Bonds, his or her signature shall nevertheless be valid and sufficient for all purposes. In addition, any Bond may bear the signature of, or may be signed by, such persons as at the actual time of execution of such Bond shall be the proper officers to sign such Bond although at the date of such Bond or the date of delivery thereof such persons may not have been such officers. Only such of the Bonds as shall have endorsed thereon a certificate of authentication substantially in the form hereinafter set forth in Section S.K. hereof, duly manually executed by the Bond Registrar, shall be entitled to any right or benefit under this Resolution. No Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the Bond Registrar, and such certificate of the Bond Registrar upon any such Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Resolution. The Bond Registrar's certificate of authentication on any Bond shall be deemed to have been duly executed if signed by an authorized officer of the Bond Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds that may be issued hereunder at any one time. D. Any Bond may be transferred upon the registration books maintained by the Bond Registrar upon delivery thereof to the designated corporate trust office of the Bond. Registrar accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the Bondholder or his attorney-in- fact or legal representative, containing written instructions as to the details of the transfer of such Bond, along with the social security number or federal employer identification number of such transferee. In all cases of a transfer of a Bond, the Bond Registrar shall at the earliest practical time in accordance with the terms hereof enter the transfer of ownership in the registration books and shall deliver in the name of the new transferee or transferees a new fully registered Bond or Bonds of the same Series and maturity and of authorized denomination or denominations, for the same aggregate principal amount and payable from the same source of funds. Bonds may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Bonds, of 8 1095815934\3\AM ERI CAS other authorized denominations of the same Series and maturity. The City and the Bond Registrar may charge the Bondholder for the registration of every transfer or exchange of a Bond an amount sufficient to reimburse them for any tax, fee or any other governmental charge required (other than by the City) to be paid with respect to the registration of such transfer or exchange, and may require that such amounts be paid before any such new Bond shall be delivered. The City, the Paying Agent and the Bond Registrar may deem and treat the registered owner of any Bond as the absolute owner of such Bond for the purpose of receiving payment of the principal thereof and the interest and redemption premium, if any, thereon. E. If any Bond is mutilated, destroyed, stolen or lost, the City or its agent may, in its discretion (i) deliver a duplicate replacement Bond of the same Series and maturity, or (ii) pay a Bond that has matured or is about to mature. A mutilated Bond shall be surrendered to and cancelled by the Bond Registrar. The Bondholder must furnish the City and the Bond Registrar proof of ownership of any destroyed, stolen or lost Bond; post satisfactory indemnity; comply with any reasonable conditions the City and the Bond Registrar may prescribe; and pay the City's and the Bond Registrar's reasonable expenses. Any such duplicate Bond shall constitute an original contractual obligation on the part of the City whether or not the destroyed, stolen or lost Bond be at any time found by anyone, and such duplicate Bond shall be entitled to equal and proportionate benefits and rights as to lien on, and source of payment of and security for payment from, the funds pledged to the payment of the Bond so mutilated, destroyed, or stolen or lost. F. The Bonds shall be subject to redemption prior to their maturity at such times and in such manner as may be set forth in the Mayor's Certificate. Notice of redemption shall be given by the Bond Registrar by deposit in the U.S. mails of a copy of a redemption notice, postage prepaid, at least thirty (30) and not more than sixty (60) days before the redemption date to all registered owners of the Bonds or portions of the Bonds to be redeemed at their addresses as they appear on the registration books to be maintained in accordance with the provisions hereof. Failure to mail any such notice to a registered owner of a Bond, or any defect therein, shall not affect the validity of the proceedings for redemption of any Bond or portion thereof with respect to which no failure or defect occurred. Such notice shall set forth the date fixed for redemption, the rate of interest borne by each Bond being redeemed, the name and address of the Paying Agent and the Bond Registrar, the redemption price to be paid and, if less than all of the Bonds then Outstanding shall be called for redemption,the distinctive Series, numbers and letters, including CUSIP numbers, if any, of such Bonds to be redeemed and, in the case of Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. If any Bond is to be redeemed in part only, the notice of redemption which relates to such Bond shall also state that on or after the redemption date, upon surrender of such Bond, a new Bond or Bonds of the same Series in a principal amount equal to the unredeemed portion of such Bond will be issued. If the optional redemption of any of the Bonds is conditioned upon the receipt of sufficient moneys, the notice of redemption which relates to such Bonds shall also state that the redemption is so conditioned. 9 109581593413 W M ERI CAS Any notice mailed as provided in this section shall be conclusively presumed to have been duly given, whether or not the owner of such Bond receives such notice. . The Bond Registrar shall not be required to transfer or exchange any Bond after the mailing of a notice of redemption nor during the period of fifteen (15) days next preceding mailing of a notice of redemption. G. Notice having been given in the manner and under the conditions provided in the first three paragraphs of Section S.F. above, the Bonds or portions of Bonds so called for redemption shall, on the redemption date designated in such notice, become and be due and payable at the redemption price provided for redemption of such Bonds or portions of Bonds on such date; provided, however, that Bonds or portions of Bonds called for optional redemption and which redemption is conditioned upon the receipt of sufficient moneys, shall not become due and payable on the redemption date if sufficient moneys to pay the redemption price of such Bonds or portions of such Bonds have not been received by the Paying Agent on or prior to the redemption date. On the date so designated for redemption, moneys for payment of the redemption price being held in separate accounts by the Paying Agent or other Authorized Depository in trust for the registered owners of the Bonds or portions thereof to be redeemed, all as provided in this Resolution, interest on the Bonds or portions of Bonds so called for redemption shall cease to accrue, such Bonds and portions of Bonds shall cease to be entitled to any lien, benefit or security under this Resolution and shall be deemed paid hereunder, and the registered owners of such Bonds or portions of Bonds shall have no right in respect thereof except to receive payment of the redemption price thereof and, to the extent provided in the next subsection,to receive Bonds for any unredeemed portions of the Bonds. H. In case part but not all of an Outstanding fully registered Bond shall be selected for redemption, the registered owners thereof shall present and surrender such Bond to the Paying Agent for payment of the principal amount thereof so called for redemption, and the City shall execute and deliver to or upon the order of such registered owner, without charge therefor, for the unredeemed balance of the principal amount of the Bonds so surrendered, a Bond or Bonds fully registered as to principal and interest. I. Bonds or portions of Bonds that have been duly called for redemption under the provisions hereof, or as to which irrevocable instructions to call for redemption have been given by the City, and with respect to which amounts (including Government Obligations) sufficient to pay the principal of, redemption premium, if any, and interest to the date fixed for redemption shall be delivered to and held in separate trust accounts by an escrow agent, any Authorized Depository or the Paying Agent in trust for,the registered owners thereof, as provided in this Resolution, shall not be deemed to be Outstanding under the provisions of this Resolution and shall cease to be entitled to any lien, benefit or security under this Resolution, except to receive the payment of the redemption price on or after the designated date of redemption from moneys deposited with or held by the escrow agent, Authorized Depository or Paying Agent, as the case may be, for such redemption of the Bonds and, to the extent provided in the preceding subsection, to receive Bonds for any unredeemed portion of the Bonds. J. If the date for payment of the principal of, redemption premium, if any, or interest on the Bonds shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in 10 1095815934\3\AM ERICAS the city where the corporate trust office of the Paying Agent is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such day shall have the same force and effect as if made on the nominal date of payment. K. The text of the Bonds, the authentication certificate to be endorsed thereon and the form of assignment for such Bonds shall be substantially in the following form, with such omissions, insertions and variations as may be necessary or desirable and authorized by this Resolution or as may be approved and made by the officers of the City executing the same, such execution to be conclusive evidence of such approval, including, without limitation, such changes as may be required for the issuance of uncertificated public obligations: 11 1095815934\3\AMERICAS [Form of Bond] No. R- • $ UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF MIAMI BEACH,FLORIDA GENERAL OBLIGATION BOND (ARTS AND CULTURAL FACILITIES), [TAXABLE] SERIES Interest Rate: Maturity Date: Original Dated Date: CUSIP NO: 1, , 20_ REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The City of Miami Beach, Florida (hereinafter called the "City"), for value received, hereby promises to pay to the Registered Owner identified above, or to registered assigns or legal' representatives, to the extent and from the sources provided therefor, as described herein, on the Maturity Date identified above (or earlier as hereinafter provided), the Principal Amount identified above, upon presentation and surrender hereof at the designated corporate trust office of U.S. Bank Trust Company, National Association, in Jacksonville, Florida, as the Paying Agent for the Bonds, or any successor Paying Agent appointed by the City pursuant to the Resolution hereinafter referred to, and to pay, to the extent and from the sources herein described, interest on the principal sum from the date hereof, or from the most recent interest payment date to which interest has been paid, at the Interest Rate per annum identified above, until payment of the Principal Amount, or until provision for the payment thereof has been duly provided for, such interest being payable semiannually on the first day of and the first day of of each year, commencing on 1, . Interest will be paid by check or draft mailed to the Registered Owner hereof at his address as it appears on the registration books of the City maintained by U.S. Bank Trust Company, National Association, as the Bond Registrar for the Bonds, at the close of business on the fifteenth (15th) day (whether or not a business day) of the month next preceding the interest payment date (the "Record Date"), irrespective of any transfer or exchange of such Bond subsequent to each Record Date and prior to such interest payment date, unless the City shall be in default in the payment of interest due on such interest payment date. In the event of any such default, such defaulted interest shall be payable to the person in whose name such Bond is registered at the close of business on a special record date for the payment of such defaulted interest as established by notice by deposit in the U.S. mails, postage prepaid, by the Bond Registrar to the Registered Owners of Bonds not less than fifteen (15) days preceding such special record date. Such notice shall be mailed to the persons in whose names the Bonds are registered at the close of business on the fifth (5th) day (whether or not a business day) preceding the date of mailing. Interest on this Bond shall be calculated on the basis of a 360-day year of twelve 30-day months. 12 109581593413\AMERICAS Notwithstanding the foregoing, while ownership of this Bond is maintained in a book- entry only system by a securities depository, payments of principal of and interest on this Bond shall be made-to such securities depository or its nominee in accordance with the procedures of such securities depository. This Bond is one of an authorized issue of bonds in the aggregate principal amount of $ (the "Bonds") of like date, tenor and effect, except as to number, maturity and interest rate, issued to pay the costs of a portion of the Arts and Cultural Facilities Projects (as defined in the Resolution hereinafter defined), pursuant to the authority of and in full compliance with the Constitution and laws of the State of Florida, including particularly Article VII, Section 12 of the Constitution, Chapter 166, Florida Statutes, as amended, and the Charter of the City, as amended, and Resolution No. duly adopted by the City Commission of the City on , 2023 (the "Resolution"), and other applicable provisions of law. This Bond is subject to all the terms and conditions of the Resolution, and capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Resolution. The full faith, credit and taxing power of the City are irrevocably pledged to the punctual payment of the principal of and interest on the Bonds, as the same shall become due and payable. Reference is made to the Resolution for the provisions, among others, relating to the terms, lien and security for the Bonds, the custody and application of the proceeds of the Bonds, the rights and remedies of the holders of the Bonds, and the extent of and limitations on the City's rights, duties and obligations, to all of which provisions the registered owner hereof assents by acceptance hereof. The Bonds maturing 1, 20_ are subject to mandatory redemption prior to maturity, in part and selected by lot, at a redemption price of 100% of the principal amount thereof on 1, and on each 1 thereafter set forth below in the following principal amounts: Date Principal Amount * * Maturity. The Bonds maturing on or after , 20_ shall be further subject to redemption prior to their maturity, at the option of the City, on or after , 20 as a whole or in part at any time, and if in part as selected by the City among maturities and by lot within a maturity, at a redemption price of 100% of the principal amount thereof plus accrued interest from the most recent interest payment date to the redemption date. Notice of call for redemption is to be given by mailing a copy of the redemption notice by U.S. mail at least thirty (30) but not more than sixty (60) days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed at the address shown on the registration books maintained by the Bond Registrar, or any successor Bond Registrar appointed 13 1095815934\3\AMERICAS by the City, as more specifically provided in the Resolution. Failure to give' such notice by mailing to any Bondholder, or any defect therein, shall not affect the validity of the proceedings for the redemption of any Bond or portion thereof with respect to which no such failure or defect has occurred. All such Bonds called for redemption and for the retirement of which funds are duly provided will cease to bear interest on such redemption date. The Bonds are issuable as solely registered bonds in denominations of$5,000 each or any integral multiple thereof. This Bond may be transferred upon the registration books of the City upon delivery thereof to the designated corporate trust office of the Bond Registrar accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the registered owner of this Bond or by his attorney-in-fact or legal representative, containing written instructions as to the details of transfer of this Bond, along with the social security number or federal employer identification number of such transferee. In all cases of a transfer of a Bond, the Bond Registrar shall at the earliest practical time in accordance with the provisions of the Resolution enter the transfer of ownership in the registration books and shall deliver in the name of the new transferee or transferees a new fully registered Bond or Bonds of the same maturity and of authorized denomination or denominations, for the same aggregate principal amount and payable from the same source of funds. Bonds may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Bonds, of authorized denominations of the same series and maturity. The City and the Bond Registrar may charge the owner of such Bond for the registration of every transfer or exchange of a Bond an amount sufficient to reimburse them for any tax, fee or any other governmental charge required (other than by the City) to be paid with respect to the registration of such transfer or exchange and may require that such amounts be paid before any such new Bond shall be delivered. If the date for payment of the principal of, redemption premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the city where the corporate trust office of the Paying Agent is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such day shall have the same force and effect as if made on the nominal date of payment. It is hereby certified and recited that this Bond is authorized by and is issued in conformity with the requirements of the Constitution and statutes of the State of Florida; that all acts, conditions and things required to exist, to happen, and to be performed precedent to the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable hereto; that the issuance of the Bonds of this issue does not violate any constitutional or statutory limitation or provision; that due provision has been made for the levy and collection of an annual tax, without limitation as to rate or amount, in addition to all other taxes, upon all taxable property within the corporate limits of the City (excluding exemptions as provided by applicable law), sufficient to pay the principal of and interest on the Bonds as the same shall become due and payable, which tax shall be assessed, levied and collected at the same time and in the same manner as other taxes are assessed, levied and collected within the corporate limits of the City; and that the full faith, 14 1095815934\31AM ERI CAS credit and taxing power of the City are pledged to the punctual payment of the principal of and interest on the Bonds, as the same shall become due and payable. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication endorsed hereon shall have been manually signed by the Bond Registrar. IN WITNESS WHEREOF, the City of Miami Beach, Florida, has issued this Bond and has caused the same to be signed by its Mayor and attested by its City Clerk, either manually or with their facsimile signatures, and its seal to be affixed hereto or a facsimile of its seal to be reproduced hereon. CITY OF MIAMI BEACH, FLORIDA (SEAL) By: Mayor ATTEST: By: City Clerk • 15 1095815934\3 AMERICAS CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds designated in and executed under the provisions of the within mentioned Resolution. U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,As Bond Registrar By: Authorized Signatory Date of Authentication: • 16 1095815934\3\AM ERI CAS ASSIGNMENT FOR VALUE RECEIVED, the undersigned (the "Transferor") hereby sells, assigns and transfers unto _ (the, "Transferee") PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints as attorney to register the transfer of the within Bond on the books kept for registration and registration of transfer thereof, with full power of substitution in the premises. Date: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed NOTICE: No transfer will be registered and by a member firm of the New York Stock no new Bond will be issued in the name of the Exchange or a member firm of any other Transferee, unless the signature(s) to this recognized national securities exchange or a assignment correspond(s) with the name as it commercial bank or a trust company. appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. [End of Form of Bond] • 17 1095815934\3\AM ERI CAS SECTION 6. APPLICATION OF BOND PROCEEDS; COST OF ISSUANCE. The proceeds, including premium, if any, received from the sale of the Bonds of each Series shall be applied by the City,simultaneously with delivery of such Bonds, as provided in a certificate of the Chief Financial Officer (the "Proceeds Certificate") executed on the date of delivery of such Bonds, as follows: The proceeds of the Bonds of each Series shall be deposited in a separate account designated "City of Miami Beach [Taxable] Series Arts and Cultural Facilities General Obligation Bonds Construction Account" (each, a "Construction Account"), which is hereby established with respect to each such Series of Bonds with the City to be held in an Authorized Depository, and shall be disbursed to pay the costs of Arts and Cultural Facilities Projects to be paid from each such Series of Bonds, including reimbursement to the City of funds advanced for such costs which, in the case of Tax-Exempt Bonds, may be reimbursed solely if the same are permitted to be reimbursed pursuant to the Code. Any balance remaining after payment or provision for payment of such costs of Arts and Cultural Facilities Projects in a Construction Account shall be'transferred to the Paying Agent for deposit in the City of Miami Beach [Taxable] Series General Obligation Bonds Principal and Interest Account (each, a "Principal and Interest Account"), which is hereby established with respect to each such Series of Bonds with the Paying Agent for the payment of principal of and interest on the Bonds of each such Series and used solely to pay principal of and interest on the Bonds of each such Series. The designations for such accounts with respect to each Series of Bonds shall correspond to the designations of the Series of Bonds to which such accounts relate. Costs of Issuance of the Bonds, including Underwriters' compensation, will be paid by the City from other available moneys. SECTION 7. INVESTMENT OF BOND PROCEEDS. Proceeds of the Bonds held by the City pursuant to the provisions of Section 6 above may be invested by the City in such investments as are permitted by applicable law. SECTION 8. LEVY OF AD VALOREM TAX; PAYMENT AND PLEDGE. In each Fiscal Year while any of the Bonds are Outstanding there shall be assessed, levied and collected a tax, without limitation as to rate or amount, in addition to all other taxes, on all taxable property within the corporate limits of the City (excluding exemptions as provided by applicable law), sufficient in amount to pay the principal of and interest on the Bonds as the same shall become due. The tax assessed, levied and collected for the security and payment of the Bonds shall be assessed, levied and collected in the same manner and at the same time as other taxes are assessed, levied and collected and the proceeds of said tax shall be applied solely to the payment of the principal of and interest on the Bonds. On or before each interest or principal payment date for the Bonds, the City shall transfer to the Paying Agent for deposit in the applicable Principal and Interest Account an amount sufficient to pay the principal of, redemption premium, if any, and interest on the Bonds then due and payable and the Paying Agent is hereby authorized and directed to apply such funds to said payment. 18 1095815934131AM ERICAS The full faith, credit and taxing power of the City are hereby irrevocably pledged to the punctual payment of the principal of and interest with respect to the Bonds as the same shall become due and payable. SECTION 9. COMPLIANCE WITH TAX REQUIREMENTS. The City hereby covenants and agrees, for the benefit of the holders from time to time of the Tax-Exempt Bonds, to comply with the requirements applicable to it contained in the Code to the extent necessary to preserve the exclusion of interest on the Tax-Exempt Bonds from gross income for federal income tax purposes. Specifically, without intending to limit in any way the generality of the foregoing, the City covenants and agrees: A. To pay to the United States of America, if required, from any legally available funds, at the times required pursuant to Section 148(f) of the Code, any rebate amount ("Rebate Amount") determined pursuant to Section 148(f) of the Code; B. To maintain and retain all records pertaining to and to be responsible for making or causing to be made all determinations and calculations of the Rebate Amount and required payments of the Rebate Amount as shall be necessary to comply with the Code; C. To refrain from using proceeds from the Tax-Exempt Bonds in a manner that would cause the Tax-Exempt Bonds or any of them, to be classified as private activity bonds under Section 141(a) of the Code; and D. To refrain from taking any action that would cause the Tax-Exempt Bonds, or any of them, to become arbitrage bonds under Section 148 of the Code. The City understands that the foregoing covenants impose continuing obligations on the City to comply with the requirements of the Code so long as such requirements are applicable. SECTION 10. QUALIFICATION FOR THE DEPOSITORY TRUST COMPANY. Notwithstanding any other provision hereof, the City, the Paying Agent and the Bond Registrar are hereby authorized to take such actions as may be necessary to qualify the Bonds for deposit with DTC, including but not limited to those actions as may be set forth in a letter agreement entered into by and between the City and DTC, wire transfers of interest and principal payments with respect to the Bonds, utilization of electronic book entry data received from DTC in place of actual delivery of Bonds and provisions of notices with respect to Bonds registered by DTC (or any of its designees identified to the City, the Paying Agent or the Bond Registrar) by overnight delivery, courier service, telegram, telecopy or other similar means of communication. The Mayor, the City Manager and the Chief Financial Officer are each hereby authorized to execute and deliver any necessary agreement or other documents with DTC on behalf of the City. SECTION 11. APPOINTMENT OF PAYING AGENT AND BOND REGISTRAR. A. U.S. Bank Trust Company, National Association, is hereby appointed the Paying Agent and Bond Registrar for the Bonds. The Chief Financial Officer, after consultation with the City Attorney, is hereby authorized to enter into any necessary agreements in connection with the appointment of the Paying Agent and the Bond Registrar. 19 1095815934\3\AMERICAS B. The recitals of facts contained herein and in the Bonds shall be taken as the statements of the City and neither the Paying Agent nor the Bond Registrar assumes any responsibility for the correctness of the same. Neither the Paying Agent nor the Bond Registrar makes any representation as to the validity or sufficiency of this Resolution or of any Bonds issued thereunder or as to the security afforded by this Resolution, and neither shall incur any liability in respect thereof. The Bond Registrar shall, however, be responsible for its representation contained in its certificate of authentication of the Bonds. The Paying Agent shall be entitled to rely upon the directions of the Chief Financial Officer in the investment of proceeds of the Bonds and other moneys under this Resolution and neither the Paying Agent nor the Bond Registrar shall be responsible with respect to the application of money paid by it in accordance with the provisions of this Resolution. Neither the Paying Agent nor the Bond Registrar shall be under any obligation or duty to take any action constituting enforcement of the covenants of the City under this Resolution, which would involve it in expense or liability, or to institute or defend any suit in respect thereof, or to advance any of its own moneys, unless properly indemnified. Neither the Paying Agent nor the Bond Registrar shall be liable in connection with the performance of its duties hereunder except for its own negligence, misconduct or default. C. The City shall agree to pay the Paying Agent and the Bond Registrar reasonable compensation for all services rendered by each of them under this Resolution, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of its attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Resolution. SECTION 12. PRELIMINARY OFFICIAL STATEMENT; OFFICIAL STATEMENT. The use of the Preliminary Official Statement in connection with the marketing of the Bonds is hereby authorized. The Preliminary Official Statement in substantially the form presented at the meeting at which this Resolution was considered is hereby approved, with such changes, modifications, insertions and omissions and such filling-in of blanks therein as may be approved by the City Manager, after consultation with the Chief Financial Officer and the City Attorney. The Mayor and the City Manager are hereby authorized to approve and execute, on behalf of the City, the Official Statement relating to the Bonds substantially in the form of the Preliminary Official Statement, with such changes from the Preliminary Official Statement, as the City Manager, after consultation with the Chief Financial Officer and the City Attorney, may approve, such execution to be conclusive evidence of such approval. The Mayor or his designee, after consultation with the Chief Financial Officer and the City Attorney, is hereby authorized to make any necessary certifications regarding a near final or deemed final Preliminary Official Statement if and to the extent required by Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"). SECTION 13. CONTINUING DISCLOSURE. For the benefit of the registered owners and beneficial owners from time to time of the Bonds, the City agrees, in accordance with and as- the only obligated person with respect to the Bonds under the Rule, to provide or cause to be provided certain financial information and operating data, financial statements and notices, in such manner, as may be required for purposes of paragraph (b)(5) of the Rule. In order to describe and specify the terms of the City's continuing disclosure undertaking, including provisions for enforcement, amendment and termination, the. Chief Financial Officer is hereby 20 1095815934\3\AM ERI CAS authorized and directed to execute and deliver, in the name and on behalf of the City, the Continuing Disclosure Agreement, in substantially the form presented at the meeting at which this Resolution was considered, with such changes, modifications, insertions and omissions and such filling-in of blanks therein as may be approved by the Chief Financial Officer, after consultation with the City Attorney. Digital Assurance Certification, L.L.C., is hereby appointed as the Disclosure Dissemination Agent under the Continuing Disclosure Agreement. The execution of the Continuing Disclosure Agreement by the Chief Financial Officer, for and on behalf of the City, shall be conclusive evidence of the City's approval of the Continuing Disclosure Agreement. Notwithstanding any other provisions of this Resolution, any failure by the City to comply with any provisions of the Continuing Disclosure Agreement or this Section 13 shall not constitute a default under this Resolution and the remedies therefor shall be solely as provided in the Continuing Disclosure Agreement. The Chief Financial Officer is further authorized to establish procedures in order to ensure compliance by the City with the Continuing Disclosure Agreement, including the timely provision of information and notices. Prior to making any filing in accordance with such agreement, the Chief Financial Officer may consult with the City Attorney. The Chief Financial 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 in determining whether a filing should be made. SECTION 14. FURTHER AUTHORIZATIONS. The Mayor, the City Manager, the Chief Financial Officer, the City Attorney and the City Clerk, or any of them and such other officers and employees of the City as may be designated by the Mayor or the City Manager are each designated as agents of the City in connection with the issuance and delivery of the Bonds and are authorized and empowered, collectively or individually, to take all actions and steps and to execute all instruments, documents and contracts on behalf of the City that are necessary or desirable in connection with the execution and delivery of the Bonds and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution or any action relating to the Bonds heretofore taken by the City. Such officers and those so designated are hereby charged with the responsibility for the issuance of the Bonds. SECTION.15. MODIFICATION OR AMENDMENT. After the issuance of the Bonds, no modification or amendment of this Resolution or of any resolution amendatory hereof or supplemental hereto materially adverse to the Bondholders may be made without the consent in writing of the registered owners of not less than a majority in aggregate principal amount of the Outstanding Bonds, but no modification or amendment shall permit a change (a) in the maturity of the Bonds or a reduction in the rate of interest thereon, (b) in the amount of the principal obligation of any Bond, (c)that would affect the unconditional promise of the City to levy and collect taxes as herein provided, or(d)that would reduce such percentage of registered owners of the Bonds required above for such modifications or amendments, without the consent of all of the Bondholders. For the purpose of Bondholders' voting rights or consents, the Bonds owned by or held for the account of the City, directly or indirectly, shall not be counted. SECTION 16. DEFEASANCE AND RELEASE. If, at any time after the date of issuance of the Bonds (a) all Bonds secured hereby or any maturity thereof shall have become due and payable in accordance with their terms or otherwise as provided in this Resolution, or shall have been duly called for redemption, or the City shall have given irrevocable instructions 21 1095815934\3\AMERICAS directing the payment of the principal of, redemption premium, if any, and interest on such Bonds at maturity or at any earlier redemption date scheduled by the City, or any combination thereof, (b) the full amount of the principal, redemption premium, if any, and the interest so due and payable upon all of such Bonds then Outstanding or any portion of such Bonds, at maturity or upon redemption, shall be paid, or sufficient moneys or Government Obligations maturing not later than the maturity or redemption dates of such principal, redemption premium, if any, and interest, which, together with the income realized on such investments, shall be sufficient to pay all such principal, redemption premium, if any, and interest on said Bonds at the maturity thereof or the date upon which such Bonds are to be called for redemption prior to maturity, shall be held by an escrow agent who shall be an Authorized Depository or the Paying Agent in irrevocable trust for the benefit of such Bondholders (whether or not in any accounts created hereby), and (c) provision shall also be made for paying all other sums payable hereunder by the City, including compensation due the Paying Agent and the Bond Registrar, then and in that case the right, title and interest of such Bondholders hereunder shall thereupon cease, determine and become void; otherwise, this Resolution shall be, continue and remain in full force and effect. Notwithstanding anything in this Section 16 to the contrary, however, the obligations of the City under Section 9 hereof shall remain in full force and effect until such time as such obligations are fully satisfied. SECTION 17. SEVERABILITY. If any one or more of the covenants, agreements or provisions of this Resolution shall be held contrary to any express provisions of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements of provisions shall be null and"void and shall be deemed separate from the remaining covenants, agreements or provisions of this Resolution or of the Bonds. SECTION 18. NO THIRD PARTY BENEFICIARIES. Except as herein otherwise expressly provided, nothing in this Resolution expressed or implied is intended or shall be construed to confer upon any person, firm or corporation other than the City, the registered owners of the Bonds, the Paying Agent and the Bond Registrar, any right, remedy or claim, legal or equitable, under or by reason of this Resolution or any provision hereof, this Resolution and all its provisions being intended to be and being for the sole and exclusive benefit of the City,the registered owners from time to time of the Bonds,the Paying Agent and the Bond Registrar. SECTION 19. CONTROLLING LAW; MEMBERS OF COMMISSION OR CITY NOT LIABLE. This Resolution shall be governed by and construed in accordance with the laws of the State of Florida and all covenants, stipulations, obligations and agreements of the City contained ' herein shall be deemed to be covenants, stipulations, obligations and agreements of the City to the full extent authorized by the Act. No covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any, present or future member, agent, independent contractor or employee of the Commission or the City in his individual capacity, and neither the members of the Commission nor any official executing the Bonds shall be liable personally on the Bonds or this Resolution or shall be subject to any personal liability or accountability by reason of the issuance or the execution by the Commission or such members thereof. 22 1095815934\3\AMERICAS SECTION 20. EFFECTIVE DATE. This Resolution shall be effective immediately upon its adoption. PASSED AND ADOPTED this 2$ day of Ju N g. , 2023. (SEAL) Mayor ATTEST: 71/f JUN 2 9 2023 APPROVED AS;TO. City Clerk FORM&LANGUAGE_ FOR EXECUTION • City Attorney _,,[D- D�a e .INpfe OKAYED` b' ^ RC`H`26`" 23 1095815934131AMERICAS Resolutions-R7 A MIAMI BEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Alina T. Hudak, City Manager DATE: June 28, 2023 9:30 a.m. Second Reading Public Hearing SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA,AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $101,700,000 I N AGGREGATE PRI NCI PAL AMOUNT OF CITY OF MIAMI BEACH, FLORIDA GENERAL OBLIGATION BONDS (ARTS AND CULTURAL FACILITIES), IN ONE OR MORE SERIES, TO PAY COSTS OF A PORTION OF ARTS AND CULTURAL FACILITIES PROJECTS; PROVIDING THAT SUCH GENERAL OBLIGATION BONDS SHALL CONSTITUTE GENERAL OBLIGATIONS OF THE CITY AND THAT THE FULL FAITH, CREDIT AND TAXING POWER OF THE CITY SHALL BE IRREVOCABLY PLEDGED FOR THE PAYMENT OF THE PRINCIPAL OF AND THE INTEREST ON SUCH GENERAL OBLIGATION BONDS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; PROVIDING CERTAIN DETAILS OF THE BONDS; DELEGATING CERTAIN MATTERS IN CONNECTION WITH THE ISSUANCE OF THE BONDS TO THE CITY MANAGER;AUTHORIZING THE NEGOTIATED SALE OF THE BONDS TO THE UNDERWRITERS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT;APPOINTING A PAYING AGENT AND A BOND REGISTRAR; PROVIDING FOR A PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE BONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION RULE 15C2-12 AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A DISCLOSURE DISSEMINATION AGENT AGREEMENT WITH RESPECT THERETO AND APPOINTING A DISCLOSURE DISSEMINATION AGENT THEREUNDER; AUTHORIZING A BOOK-ENTRY REGISTRATION SYSTEM FOR THE BONDS; AUTHORIZING CERTAIN OFFICIALS AND EMPLOYEES OF THE CITY TO TAKE ALL NECESSARY RELATED ACTIONS; AND PROVIDING AN • EFFECTIVE DATE. RECOMMENDATION Page 1090 of 1808 See attached memorandum and attachments. SUPPORTING SURVEY DATA. NA FINANCIAL INFORMATION NA Is this a"Residents Right Does this item utilize G.O. to Know" item. pursuant to Bond Funds? City.Code Section 2-14? No Yes Legislative Tracking Finance ATTACHMENTS: Description o Memo-Arts& Culture GO Bonds o Resolution o Bond Purchase Agreement o Disclosure Dissemination.Agent Agreement o Arts Culture G.O. Bond Preliminary Official Statement(POS) o Ad o Ad • Page 1091 of 1808 i\/\ AW\I BEACH City of Miami Beach,1700 Convention Center Drive,Miami Beach,Florida 33139,www.miamibeachfl.gov COMMISSION MEMORANDUM TO: Honorable Mayor Dan Gelber and Members of the City Commission FROM: Aline T. Hudak, City Manager DATE: June 28, 2023 SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $101,700,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH, FLORIDA GENERAL OBLIGATION BONDS (ARTS AND CULTURAL FACILITIES), IN ONE OR MORE SERIES, TO PAY COSTS OF A PORTION OF ARTS AND CULTURAL FACILITIES PROJECTS; PROVIDING THAT SUCH GENERAL OBLIGATION BONDS SHALL CONSTITUTE GENERAL OBLIGATIONS OF THE CITY AND THAT THE FULL FAITH, CREDIT AND TAXING POWER OF THE CITY SHALL BE IRREVOCABLY PLEDGED FOR THE PAYMENT OF THE PRINCIPAL OF AND THE INTEREST ON SUCH GENERAL OBLIGATION BONDS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; PROVIDING CERTAIN DETAILS OF THE BONDS; DELEGATING CERTAIN MATTERS IN CONNECTION WITH THE ISSUANCE OF THE BONDS TO THE , CITY MANAGER; AUTHORIZING THE NEGOTIATED SALE OF THE BONDS TO THE UNDERWRITERS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT; APPOINTING A PAYING AGENT AND A BOND REGISTRAR; PROVIDING FOR A PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE BONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12 AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A DISCLOSURE DISSEMINATION AGENT AGREEMENT WITH RESPECT THERETO AND APPOINTING A DISCLOSURE DISSEMINATION AGENT THEREUNDER; AUTHORIZING A BOOK-ENTRY REGISTRATION SYSTEM FOR THE BONDS; AUTHORIZING CERTAIN OFFICIALS AND EMPLOYEES OF THE CITY TO TAKE ALL NECESSARY RELATED ACTIONS; AND PROVIDING AN EFFECTIVE DATE. Page 1092 of 1808 COMMISSION MEMORANDUM —June 28, 2023 - SERIES 2023A-B GENERAL OBLIGATION BONDS Page 2 ADMINISTRATION RECOMMENDATION The Administration recommends adoption of the resolution. This is the second reading; the first reading was heard at the May 17, 2023 City Commission meeting. BACKGROUND At the July 20, 2022 Commission meeting, the Mayor and Commission approved Resolution 2022-32261, authorizing a special election, submitting to the electorate of the City of Miami Beach the question asking whether the City shall be authorized to issue City of Miami Beach, Florida General Obligation Bonds — Arts and Cultural Facilities (Arts & Culture GOB), not exceeding $159,000,000, to improve facilities for resiliency of arts and cultural institutions throughout the City, including museums, performance venues, artistic playgrounds, senior/cultural centers, botanical garden, aquatic sculpture park, and related artist/workforce housing. On November 8, 2022, the voters of the City of Miami Beach approved the issuance of a not to exceed amount of$159 million in Arts & Culture GOB as follows: For Bonds 15,142 64.80% Against Bonds 8,226 35.20% On November 21, 2022, the Commission adopted Resolution No. 2022-32416 certificate of results of the November 8, 2022 Special Election. At the January 27, 2023, FERC meeting, the Administration provided an update on the Arts & Culture GOB. The Committee directed that this discussion returns to the Committee in March 2023 with recommendations for Tranche 1 funding and an evaluation of the breakdown between taxable and tax-exempt components. At the March 31, 2023, FERC meeting, the Committee heard input from staff and various grantees. The Committee approved a recommendation for the Arts & Culture GOB Tranche 1 of$101,700,000. On April 28, 2023, the Commission adopted Resolution No. 2023-32592 approving the FERC recommendation for Tranche 1. On May 17, 2023, the Commission heard the first reading of the bond issuance resolution. ANALYSIS At the February 22, 2023, Commission meeting, the Mayor and City Commission approved the selection of investment banking firms to provide underwriting services for the Arts & Culture GOB. It was recommended that the Mayor and City Commission approve the issuance of the Arts & Culture GOB through a negotiated sale with Wells Fargo Bank, N.A.., as the senior manager along with Goldman Sachs & Co., LLC and Estrada Hinojosa & Company, Inc. as co-managers. Page 1093 of 1808 COMMISSION MEMORANDUM—June 28, 2023 SERIES 2023A-B GENERAL OBLIGATION BONDS Page 3 In determining the Tranche 1 recommended funding, the Administration evaluated cash flow needs based on schedules created for each of the City owned facilities and information provided by cultural institutions for projects that will not be managed by the City. This approach allows for only the necessary funding to be included in Tranche 1, and therefore reduces initial taxes paid by property owners with tax increases phased in over time. Projects funded by the Arts & Culture GOB proceeds will be completed or placed in service over a period of approximately 3-8 years, and rather than issuing all the bonds at once, the Administration anticipates issuing an additional tranche in 3 years to facilitate the cash flow needs. Currently, 2 tranches are anticipated in the following approximate amounts: $101,700,000 in Fiscal Year 2023 and $57,300,000 in Fiscal Year 2026. As such, the necessary millage rate increases will be gradually phased in after the initial issuance to cover the debt service costs associated with the bond issuances. Tranche 1 will include both taxable and tax-exempt debt. The distinction between them is described below. • Tax-exempt Bonds — May be issued by and used to finance capital expenditures for facilities owned, operated, and used by a state or local governmental entity or qualified non-governmental entity, depending on: 1. The type of tax-exempt bond that is issued; 2. The type of use by non-governmental entity; and 3. Whether the proceeds are treated as a grant to the non-governmental entity for federal income tax purposes. • Taxable Bonds— May be issued to finance capital expenditures for facilities that do not qualify for tax-exempt bonds due to several factors such as amount of private use, private ownership or type of project being financed. • Tax-exempt status - Dependent upon compliance with certain rules and regulations during the term of the tax-exempt bonds or bonds issued to refinance such bonds, if any. Failure to comply with such rules and regulations can cause the tax-exempt bonds to be determined as a taxable bond retroactively to the date of issuance. The estimated annual impact to property owners for the issuance of Tranche 1 is $15 per $100,000 of taxable value. The Bonds will be repaid through the assessment, levy, and collection of ad valorem tax on all taxable property within the City and the full faith, credit, and taxing power of the City will be pledged to the payment of the principal and interest of the bonds.At the February 22, 2023 Commission meeting, Resolution No. 2023-32511 with a budget amendment for$1,500,000 was approved to fund the bond issuance costs and related expenses. A draft of the Preliminary Official Statement (POS), Disclosure Dissemination Agreement, and Bond Purchase Agreement are included with the attached Resolution. Page 1094 of 1808 COMMISSION MEMORANDUM—June 28, 2023 SERIES 2023A-B GENERAL OBLIGATION BONDS Page 4 CONCLUSION The Administration recommends the adoption of this resolution approving the issuance of the Arts & Culture GOB consisting of the first tranche of the $101,700,000 of the approved $159,000,000 of Arts & Culture GOB approved by the voters in November 2022. ATH/JDG Page 1095 of 1808 GT DRAFT 2 4/18/2023 $ $ CITY OF MIAMI BEACH, FLORIDA CITY OF MIAMI BEACH, FLORIDA General Obligation Bonds(Arts and General Obligation Bonds(Arts and Cultural Facilities), Cultural Facilities), Series 2023A Taxable Series 2023B BOND PURCHASE AGREEMENT [SALE DATE],2023 Mayor and.City Commission City of Miami Beach, Florida 1700 Convention Center Drive • Miami Beach, Florida 33139 Ladies and Gentlemen: Wells Fargo Bank, N.A. (the "Senior Managing Underwriter"), acting on behalf of itself , and Goldman Sachs & Co., LLC and Estrada Hinojosa & Company, Inc. (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 $ General Obligation Bonds(Arts and Cultural Facilities),Series 2023A(the"Series 2023A Bonds")and the City's$ General Obligation Bonds(Arts and Cultural Facilities),Taxable Series 2023B (the"Series 2023B Bonds"and, together with the Series 2023A Bonds, the"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. ACTIVE 685920849v3 Page 1119 of 1808 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 2023A Bonds for a purchase price equal to $ (which purchase price is the aggregate principal amount of the Series 2023A Bonds of $ , [plus][less][net] an original issue [premium][discount] of $ ) and the Series 2023B Bonds for a purchase price equal to $ (which purchase price is the aggregate principal amount of the Series 2023B Bonds). The Underwriters' compensation for the Series 2023A Bonds and the Series 2023B Bonds in the amounts of $ and $ , respectively,will be paid by the City from other available moneys. The purchase price for the 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 to the City a wire transfer credited to the order of the City in immediately available federal funds in the aggregate amount of Dollars ($ )(the"Good Faith Deposit"),which is being delivered to the City on account of the purchase price of the Bonds and as security for the performance by the Underwriters of their obligation to accept and to pay for the Bonds. If the City does not accept this offer, the Good Faith Deposit (without interest) shall be immediately\returned to the Senior Managing Underwriter by wire transfer credited to the order of the Senior Managing Underwriter in federal funds in the amount of the Good Faith Deposit (without interest). In the event the hereinafter defined Closing takes place, the amount of the Good Faith Deposit (without interest) shall be returned at the Closing to the Senior Managing Underwriter in federal funds by wire transfer credited to the order of the Senior Managing Underwriter in the amount of the Good Faith Deposit (without interest). In the event of the City's failure to deliver the 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 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, 2 Page 1120 of 1808 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 Faith Deposit are a reasonable estimate of the liquidated damages in this type of situation. (c) The Bonds will be issued pursuant to the Constitution and laws of the State of Florida, including without limitation, Article VII, Section 12 of the Constitution, Chapter 166, Florida Statutes, as amended, and the City of Miami Beach Charter, as amended (collectively, the "Act"), and pursuant and subject to the terms and. conditions of Resolution No. 2023- adopted by the Mayor and City Commission of the City of Miami Beach, Florida (the "Commission") on May , 2023 (the "Bond Resolution"). The Bonds will be secured as provided in the Bond Resolution. The Bonds shall mature and have such other terms and provisions as are described on Exhibit B hereto. Proceeds of the Bonds will provide funds to pay the costs of a portion of the Arts and Cultural Facilities Projects. Costs of issuance of the Bonds, including Underwriters' compensation, will be paid by the City from other available moneys. It shall be a condition to the obligation of the City to sell and deliver the Bonds to the Underwriters, and to the obligation of the Underwriters to purchase and accept delivery of the Bonds, that the entire aggregate principal amount of the Bonds shall be sold and delivered by the City and accepted and paid for by the Underwriters at the Closing. (d) The Underwriters agree to make a bona fide public offering of substantially all of the 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 Bonds. At the Closing,the Senior Managing Underwriter,on behalf of the Underwriters, shall deliver to the City a certificate substantially in the form attached hereto as Exhibit C, stating the facts of the sale of the Bonds in a manner such that the issue price can reasonably be established. (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 City shall prepare the Official Statement, including any amendments thereto, in word-searchable PDF format as described in the MSRB's Rule G-32 and shall provide the electronic copy of the word-searchable PDF format of the Official Statement to the Underwriters 3 Page 1121 of 1808 no later than one (1) business day prior to the Closing date to enable the ' Underwriters to comply with MSRB Rule G-32. The Senior Managing Underwriter 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. (t) 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 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 does not in good faith approve the form and manner of such supplement or amendment, the other may terminate this Purchase Agreement and the Good Faith Deposit shall be immediately returned by the City to the Senior Managing Underwriter in the manner provided by Section 1(b) hereof. 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 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 , 2023 (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 4 Page 1122 of 1808 other changes, amendments or supplements as shall be made and approved in writing by the Senior Managing Underwriter and the City prior to the Closing in connection with the public offering and sale of the Bonds. SECTION 2. (a) The Senior Managing Underwriter, on behalf of the Underwriters, agrees to assist the City in establishing the issue price of the Series 2023A Bonds and the Senior Managing Underwriter,on behalf of the Underwriters,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 2023A Bonds. All actions to be taken by the City under this section to establish the issue price of the Series 2023A Bonds may be taken on behalf of the City by the City's municipal advisor, PFM Financial Advisors LLC, 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 I to Exhibit C hereto, the City will treat the first price at which 10%of each maturity of the Series 2023A Bonds(the"10% test") is sold to the public as the issue price of that maturity. At or promptly after the execution of this 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 2023A Bonds. For purposes of this Section,if Series 2023A 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 2023A Bonds. (c) If Exhibit C includes Schedule I, the Senior Managing Underwriter confirms that the Underwriters have offered the Series 2023A Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Schedule I to Exhibit C hereto, except as otherwise set forth therein. Such Schedule I, should it exist, also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Series 2023A 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 2023A Bonds,the Underwriters will neither offer nor sell unsold Series 2023A 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 5 Page 1123 of 1808 (2) the date on which the Underwriters have sold at least 10% of that maturity of the Series 2023A 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 the Underwriters have sold 10% of that maturity of the Series 2023A Bonds to the public at a price that is no higher than the initial offering price to the public. (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 2023A 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 2023A Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Series 2023A 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 2023A 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 2023A 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 2023A Bonds to the public(each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by an Underwriter, dealer or broker-dealer, the Senior Managing Underwriter shall assume that each order submitted by an 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 2023A 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 2023A 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 2023A Bonds of each maturity allocated to it,whether or not the Closing has occurred, until either all Series 2023A Bonds of that maturity allocated to it have been sold or it is notified by the Senior Managing Underwriter or such Underwriter or dealer that the 10%test has been satisfied as to the Series 2023A Bonds of that maturity,provided that,the reporting obligation after the Closing date may be at reasonable periodic intervals 6 Page 1124 of 1808 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 the issue price of the Series 2023A Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Series 2023A 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 2023A Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing the issue price of the Series 2023A Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Series 2023A 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 2023A 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 2023A Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Series 2023A 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 2023A Bonds,including,but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Series 2023A 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 2023A Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Series 2023A Bonds. (t) The Underwriters acknowledge that sales of any Series 2023A Bonds to any person that is a related party to an underwriter participating in the initial sale of the Series 2023A Bonds to the public(each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further,for purposes of this section: (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 2023A Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in 7 Page 1125 of 1808 clause (A) to participate in the initial sale of the Series 2023A 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 2023A Bonds to the public), (iii) a purchaser of any of the Series 2023A 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 Purchase Agreement by all parties. • SECTION 3. The City represents and warrants to and agrees with the Underwriters as follows: (a) The Bond Resolution was adopted by the Commission at a meeting duly called and held in open session upon requisite prior public notice pursuant to the laws of the State of Florida and the standing resolutions and rules of procedure of the 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 constitutes the legal,valid and binding obligation of the City, enforceable in accordance with its terms. The Bond Resolution creates a valid pledge of the full faith, credit and taxing power of the City for the payment of the 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 Bonds, the Bond Resolution and the Disclosure Dissemination Agent Agreement relating to the Bonds (the "Continuing Disclosure Agreement") conform to the descriptions thereof set forth in the Official Statement. 8 Page 1126 of 1808 (c) There is no litigation, administrative proceeding, inquiry or investigation pending (nor, to the knowledge of the City, is any such action threatened), at law or in equity, or before or by any court, public board or body,which in any way affects, contests, questions or seeks to restrain or enjoin any of the following: (i) the powers or valid existence of the City or the titles of the members of the Commission or the other officers of the City to their respective offices; (ii) any of the proceedings had or actions taken leading up to the sale, issuance and delivery of the Bonds or the execution, delivery or performance of this Purchase Agreement; (iii) the delivery, validity or enforceability of the Bonds or of any of the Bond Resolution, Purchase Agreement and Continuing Disclosure Agreement (collectively, the "Bond Documents") or contesting the power of the City to consummate the transactions contemplated therein and in the Official Statement; (iv)contesting in any way the completeness or accuracy of the Official Statement; (v) wherein an unfavorable decision, ruling or finding would materially and adversely affect the validity or enforceability of the Bonds, the Bond Resolution or the Bond Documents; or(vi)which would have a material adverse effect upon the levy and collection of the ad valorem taxes pledged to the payment of the Bonds. (d) 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 City 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 or properties or financial condition of the City, including the right, power and authority of the City to levy and collect ad valorem taxes as contemplated by the Official Statement; and the execution and delivery of the Bonds, the Continuing Disclosure Agreement, and this Purchase Contract 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 Bonds and the Bond Resolution. (e) 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. 9 Page 1127 of 1808 (f) 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. (g) The City has full right,power and authority to issue, sell and deliver the Bonds to the Underwriters as described herein, to provide funds to finance the Arts and Cultural Facilities Projects,to enter into the Bond Documents,to issue and deliver the Bonds as provided in this Purchase Agreement and the Bond Resolution, to apply the proceeds of the sale of the Bonds for the purposes described herein and in the Official Statement,to execute and deliver the Bond Documents,and to carry out and consummate the transactions contemplated by the aforesaid documents. Other than with respect to the Arts and Cultural Facilities Projects, all permits, consents or licenses, if any, and all notices to or filings necessary to accomplish the foregoing have been obtained or made. When executed and delivered, the Bond Documents and the Bonds shall constitute legal, valid and binding obligations of the City enforceable in accordance with their respective terms and all conditions and requirements of the Bond Resolution relating to the issuance of the Bonds will have been complied with or fulfilled. (h) The authorized parties executing the Bond Documents and Official Statement on behalf of the City are authorized for and in the name of the City to execute and deliver the Bond Documents and the Official Statement,and such parties and other parties as set forth in the Bond Resolution are authorized to execute, deliver, file or record such other incidental papers, documents and instruments as shall be necessary to carry out the intention and purposes of the Bond Documents, the Official Statement, the Bonds and the Bond Resolution. On the date of Closing the Bonds will be duly executed and delivered by the City in accordance with the Bond Resolution and will be entitled to all the benefits and security thereof. Any certificate signed by the authorized party shall be deemed a representation and covenant by the City to the Underwriters as to the statements made therein. (i) At a meeting of the Commission that was duly called and at which a quorum was present and acting throughout, the Commission approved the execution and delivery of the Bonds and the Bond Documents, authorized the use, in connection with the public offering of the Bonds, of the Preliminary Official Statement, and execution and delivery of the Official Statement. The City represents that it will have no bonds or other indebtedness outstanding that are secured by a pledge of the City's ad valorem taxes,other than as described in the Official Statement. All conditions and requirements of the Bond Resolution relating to the issuance of the Bonds have been complied with or fulfilled, or will be complied with or fulfilled on the date of Closing. (j) Since the date of the Financial Statements attached as Appendix B to the Official Statement, 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 10 Page 1128 of 1808 Bond Resolution or the Bond Documents, direct or contingent, other than as disclosed in the Official Statement. (k) 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 Bonds, the Bond Documents, the Official Statement, 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. (1) The City has not, since December 31, 1975, been in default in the payment of principal of, premium, if any, or interest on, or otherwise been in default with respect to, any bonds, notes, lease purchase arrangements or other obligations which it has issued, assumed or guaranteed as to payment of principal, premium, if any,or interest,nor has any other person been in default with respect to payment of principal of,premium,if any,or interest on any bonds,notes or other obligations which the City has issued, except, in both cases, as described in the Preliminary Official Statement and the Official Statement and certain conduit issues which in the opinion of the City would not be considered material by a reasonable investor and therefore do not have to be disclosed in the Official Statement under Rule 69W-400.003, Rules of Government Securities, promulgated under Section 517.051(1), Florida Statutes. (m) 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 Bonds or the levy or collection of the ad valorem taxes pledged to the payment of the Bonds in the manner and to the extent provided in the Bond Resolution, or the application of the proceeds of the Bonds or in which an unfavorable decision, ruling or finding would materially adversely affect the financial position of the City or the validity or enforceability of the Bonds, the Bond Resolution or the Bond Documents; (iii)contesting in any way the completeness or accuracy of the Official Statement; or(iv)adversely affect the exclusion of interest on the Series 2023A Bonds from gross income for federal income tax purposes, nor,to the best knowledge of the City, is there any basis therefor. (n) When duly executed and delivered,the 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. (o) The City will furnish such information, execute such instruments and take such other action in cooperation with the Senior Managing Underwriter as the Senior 11 Page 1129 of 1808 Managing Underwriter may reasonably request to: (i) qualify the 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 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 Bonds; provided that, the City will not be required to qualify to do business or submit to service of process in,or subject itself to the jurisdiction of,any state other than the State of Florida. (p) 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. (q) The City shall apply the proceeds of the sale of the Bonds in the manner described in the Official Statement and the Tax Compliance Certificate and will not take or omit to take any action that will in any way cause or result in the proceeds of the sale of the Series 2023A Bonds to be applied in a manner other than as described in same. (r) 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. (s) The City will undertake,as described in the Official Statement,to provide or cause to be provided to the MSRB certain annual financial information and operating data and notices of certain listed events pursuant to the Continuing Disclosure Agreement. (t) The Financial Statements included in 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. (u) The City will provide to the rating agencies rating the Bonds appropriate periodic credit information necessary for maintaining the ratings on the Bonds. (v) 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. (w) 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, 12 Page 1130 of 1808 would constitute an event of default under the Bond Resolution will have occurred or be continuing. (x) 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 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. (y) 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. (z) 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. SECTION 4. , 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 5. At 10:00 a.m. (Eastern Time)on [CLOSING DATE],2023,or at such earlier or later time or date as the parties hereto mutually agree upon(the"Closing"),the City will cause to be 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 6(b) of this Purchase Agreement and shall release the Bonds, in the form of one typewritten,fully registered bond with a CUSIP identification number thereon for each interest rate of each maturity of the 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 Bonds and pay the purchase price of the Bonds as set forth in Section 1(a)of this Purchase Agreement. SECTION 6. The Underwriters have entered into this Purchase Agreement in reliance upon the representations 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: 13 Page 1131 of 1808 (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 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) executed copies of the Bond Documents and the Tax Compliance Certificate; (ii) one certified copy of the Bond Resolution; (iii) the opinion of Bond Counsel with respect to the 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 they may rely on said opinion as if it were addressed to them; (iv) 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,""PURPOSE OF THE ISSUE — General," "DESCRIPTION OF THE BONDS" (except for information under the subheading "Book-Entry Only System"), and "SECURITY AND SOURCES OF PAYMENT,"]and believe that,insofar as such statements purport to summarize certain provisions of the Bonds and the Bond Resolution,such statements present 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 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"); (v) 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 (other than permitted omissions)as of its date,and the Official Statement as of its date and as of the Closing date (except for the financial, statistical and demographic data and information in the Preliminary Official Statement 14 Page 1132 of 1808 and the 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) contained or 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) (vi) the opinion of Rafael A. Paz, Esq., Counsel to the City, 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 Bonds and for execution and delivery of 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 ad valorem taxes levied and collected for repayment of the Bonds; (D)the Commission has duly adopted the Bond Resolution and approved the form, distribution and delivery, and with respect to the Official Statement, execution, of the Preliminary Official 'Statement and the Official Statement, and the Official Statement has been duly executed and delivered by the City; (E) the 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 (other than permitted omissions) and the 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 (other than permitted omissions) as of its date, and the Official Statement as of its date and the date of Closing (excluding financial, statistical and demographic information (and information relating to DTC) contained 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 the Official Statement under the 15 Page 1133 of 1808 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 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 the right, power and authority to pledge, levy and collect ad valorem taxes to repay the 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 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; (vii) the opinion of Underwriters' Counsel addressed to the Underwriters,dated the date of the Closing, in form and substance satisfactory to the Senior Managing Underwriter; (viii) 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 that each of the representations of the City contained in Section 3 hereof was true and accurate in all material respects on the date when made, has been true and accurate in all material respects at all times since, and continues to be true and accurate in all material respects on the date of Closing as if made on such date; and stating that to the best of their knowledge, no event affecting the City, the Arts and Cultural Facilities Projects, or the Bonds has occurred since 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; (ix) a customary signature certificate, dated the date of Closing, signed on behalf of the City by the City Clerk of the City; (x) evidence satisfactory to the Senior Managing Underwriter that the requirements of Section 4 of the Bond Resolution have been satisfied; (xi) 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 Bonds have been 16 Page 1134 of 1808 assigned ratings of" " and " " with a " outlook", which ratings shall be in effect as of the Closing date; (xii) a customary authorization and incumbency certificate, dated the date of Closing, signed by authorized officers of the Bond Registrar; (xiii) copies of the Blue Sky Survey prepared by Counsel to the Underwriters, indicating the jurisdictions in which the Bonds may be sold in compliance with the"blue sky"or securities laws of such jurisdictions; (xiv) such additional documents as may be required by the Bond Resolution to be delivered as a condition precedent to the issuance of the Bonds; and (xv) 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 7. 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 8 hereof shall continue in full force and effect and, unless the Underwriters fail other than for a reason permitted under this Purchase Agreement to accept and pay for the Bonds upon their tender,the City shall return the Good Faith Deposit as provided in Section 1(b). SECTION 8. (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 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 Disclosure Counsel; fees and disbursements of the City's Financial Advisor; any accounting fees; the Bond Registrar and Paying Agent fees;fees of the rating agencies;and any other fees as described in Schedule A hereto. (b) The City has agreed to pay the Underwriters' compensation set forth in Section 1(a) of this Purchase Agreement, and inclusive in the expense component of the Underwriters'compensation are expenses incurred or paid for by the Underwriters 17 Page 1135 of 1808 on behalf of the City in connection with the marketing, issuance, and delivery of the Bonds, including, but not limited to, advertising expenses, fees and expenses of Underwriters' Counsel, the costs of any Blue Sky Survey, CUSIP fees, and transportation, lodging, and meals for the City's employees and representatives. (c) The City and the Senior Managing Underwriter acknowledge that expenses included in the expense component of the Underwriters' discount are based upon estimates. The City and the Senior Managing Underwriter agree that in the event the aggregate estimated expenses exceed the aggregate actual expenses incurred by the Senior Managing Underwriter in an amount equal to or greater than $1,000 (the "Reimbursement Threshold"), the Senior Managing Underwriter shall reimburse to the City the aggregate amount of expenses equal to or greater than the Reimbursement Threshold. For the avoidance of doubt,the City acknowledges and agrees that in the event the aggregate estimated expenses exceed the aggregate actual expenses incurred.by the Senior Managing Underwriter in an amount less than the Reimbursement Threshold,no reimbursement will be made by the Senior Managing Underwriter. The City acknowledges that it has had an opportunity, in consultation with such advisors as it may deem appropriate, if any,to evaluate and consider the fees and expenses being incurred as part of the issuance of the Bonds. SECTION 9. The City acknowledges and agrees that: (i)the transactions contemplated by this Purchase Agreement are arm's length, commercial transactions between the City and the Underwriters in which the Underwriters are acting solely as a principal and are not acting as a municipal advisor, financial advisor or fiduciary to the City; (ii)the Underwriters have not assumed any advisory or fiduciary responsibility to the City with respect to the transactions contemplated hereby and the discussions,undertakings and procedures leading thereto(irrespective of whether the Underwriters or their affiliates have provided other services or are currently providing other services to the City on other matters); (iii) the only obligations the Underwriters have to the City with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement; (iv) the City has consulted its own financial and/or municipal, legal, accounting, tax, and other advisors, as applicable, to the extent it has deemed appropriate and (v) the Underwriters have financial and other interests that differ from those of the City.The primary role of the Underwriters is to purchase the Bonds for resale to investors, in an arm's length commercial transaction between the City and the Underwriters. SECTION 10. The Underwriters shall have the right to cancel their obligations hereunder if the Senior Managing Underwriter notifies the City in writing of their 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 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 18 Page 1136 of 1808 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 income taxation, or any other event shall have occurred which results in or proposes the imposition of federal 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 Bonds which, in the Senior Managing Underwriter's reasonable opinion, materially and adversely affects the market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the 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 of the 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 Bonds, or the issuance, offering, or sale of the 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 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 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 19 Page 1137 of 1808 statement or information furnished to the Underwriters by the City for use in connection with the marketing of the 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 Bonds or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in 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 Bonds by the City or the purchase,offering,sale,or distribution of the 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 Bonds by the City or the purchase, offering, sale, or distribution of the 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 Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds. (k) Prior to Closing, any of the rating agencies which have rated the Bonds shall inform the City or the Underwriters that the 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. 20 Page 1138 of 1808 (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 Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds. SECTION 11. Any notice or other communication to be given under this Purchase Agreement may be given by delivering the same in writing as follows: To the City at: City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: Jason Greene, Chief Financial Officer To the Underwriters(as the Senior Managing Underwriter, the representative on behalf of the Underwriters) at: Wells Fargo Bank,N.A. 100 South Ashley Drive, Suite 820 Tampa, Florida 33602 Attention: John Generalli,Managing Director SECTION 12. 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 13. 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 Bonds hereunder regardless of any investigation made by or on behalf of the Underwriters. SECTION 14. This Purchase Agreement shall be governed by and construed in accordance with the laws of the State of Florida. SECTION 15. This Purchase Agreement may be executed in any number of counterparts, each of which 21 Page 1139 of 1808 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. [Signature Page to Follow] 22 Page 1140 of 1808 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. Very Truly Yours, WELLS FARGO BANK, N.A., on behalf of itself and GOLDMAN SACHS & CO., LLC AND ESTRADA HINOJOSA &COMPANY, INC. By: Name: John Generalli Title: Managing Director Accepted and confirmed as of the date first above written: CITY OF MIAMI BEACH, FLORIDA By: Name: Dan Gelber Title: Mayor APPROVED AS TO FORM&LANGUAGE &FOR EXECUTION • (lam — -. 5/8/2023 Cv Attorney Dore 23 Page 1141 of 1808 EXHIBIT A (Disclosure and Truth-in-Bonding Statement) $ $ CITY OF MIAMI BEACH, FLORIDA CITY OF MIAMI BEACH, FLORIDA General Obligation Bonds (Arts and General'Obligation Bonds(Arts and Cultural Facilities), Cultural Facilities), Series 2023A Taxable Series 2023B [SALE DATE],2023 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 General Obligation Bonds(Arts and Cultural Facilities), Series 2023A(the"Series 2023A Bonds") and $ City of Miami Beach, Florida General Obligation Bonds (Arts and Cultural Facilities), Taxable Series 2023B (the "Series 2023B Bonds" and, together with the Series 2023A Bonds, the "Bonds"), Wells Fargo Bank, N.A. (the "Senior Managing Underwriter"),acting on behalf of itself and Goldman Sachs&Co.,LLC and Estrada Hinojosa& Company, Inc. (collectively, with the Senior Managing Underwriter, the "Underwriters"), has agreed to underwrite a public offering of the Bonds.Arrangements for underwriting the Bonds will include a 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 Section 218.385, Florida Statutes, as amended, certain information in respect of the arrangements contemplated for the underwriting of the Bonds as follows: (a) The nature and estimated amounts of expenses to be incurred by the Underwriters in connection with the purchase and reoffering of the Bonds are set forth in Schedule A attached hereto. (b) 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 Bonds by the Underwriters. Exhibit A-1 Page 1142 of 1808 (c) The total underwriting compensation for the Series 2023A Bonds is$[ ($[ 1/$1,000 of Bonds). The total underwriting compensation for the Series 2023B Bonds is $1 1 ($[ 1/$1,000 of Bonds). (d) The Management Fee is $0.00 ($0.00/$1,000 of Bonds). (e) The Underwriters' Expenses are$[ ] ($1 1/$1,000 of Bonds)for the Series 2023A Bonds and $[ ] ($[ ]/$1,000 of Bonds) for the Series 2023B Bonds. (f) No other fee, bonus or other compensation has been or will be paid by the Underwriters in connection with the issuance of the Bonds to any person not regularly employed or retained by the Underwriters,except Underwriters'Counsel (Greenberg Traurig,P.A.),as shown on Schedule A hereto,including any"finder" as defined in Section 218.386(1)(a), Florida Statutes,as amended. (g) The names and addresses of the Underwriters are: Wells Fargo Bank,N.A. 100 South Ashley Drive, Suite 820 Tampa, Florida 33602 Attention: John Generalli, Managing Director Goldman Sachs& Co. LLC 200 West Street New York,New York 10282 Attention: Ben Herbst, Managing Director Estrada Hinojosa& Company, Inc. 55 Merrick Way, Suite 216 Miami, Florida 33134 Attention: Lourdes Abadin, Senior Managing Director (h) (i) The City is proposing to issue $ principal amount of the Series 2023A Bonds, as described in the Official Statement dated [SALE DATE], 2023 relating to the Bonds (the "Official Statement"). The Series 2023A Bonds 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 2023A Bonds will be $ . Proceeds of the Series 2023A Bonds will provide funds to finance the costs of a portion of the Arts and Cultural Facilities Projects. Costs of issuance of the Series 2023A Bonds, including Underwriters' compensation, will be paid by the City from other available moneys. (ii) The City is proposing to issue $ principal amount of the Series 2023B Bonds, as described in the Official Statement. The Series 2023B Bonds 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 2023B Bonds will be $ . Proceeds of the Series 2023B Bonds will provide Exhibit A-2 Page 1143 of 1808 funds,together with other available funds,to finance the costs of a portion of the Arts and Cultural Facilities Projects. Costs of issuance of the Series 2023B Bonds, including Underwriters' compensation, will be paid by the City from other available moneys. (i) The anticipated source of repayment or security for the Bonds is the ad valorem taxes Ievied and collected for payment of the Bonds. Authorizing these obligations will result in approximately $ (representing the average annual debt service on the Series 2023A Bonds) and $ (representing the average annual debt service on the Series 2023B Bonds)of such moneys being used to pay debt service on the Bonds each year for years and years with respect to the Series 2023A Bonds and the Series 2023B.Bonds, respectively. Exhibit A-3 Page 1144 of 1808 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, WELLS FARGO BANK, N.A., on behalf of itself and GOLDMAN SACHS & CO., LLC AND ESTRADA HINOJOSA &COMPANY, INC. By: Name: John Generalli Title: Managing Director • Exhibit A-4 Page 1145 of 1808 SCHEDULE A DETAILED BREAKDOWN OF UNDERWRITERS' DISCOUNT CITY OF MIAMI BEACH, FLORIDA General Obligation Bonds (Arts and Cultural Facilities), Series 2023A Underwriters' Compensation $/1000 Amount Average Takedown $ Underwriters' Counsel Dalcomp CUSIP Dayloan DTC Charge Travel/Out of Pockets CITY OF MIAMI BEACH, FLORIDA General Obligation Bonds (Arts and Cultural Facilities), Taxable Series 2023B Underwriters' Compensation $/1000 Amount Average Takedown $ Underwriters' Counsel Dalcomp CUSIP Dayloan DTC Charge Travel/Out of Pockets Schedule A-1 Page 1146 of 1808 EXHIBIT B CITY OF MIAMI BEACH,FLORIDA General Obligation Bonds (Arts and Cultural Facilities), Series 2023A MATURITIES,PRINCIPAL AMOUNTS,INTEREST RATES,YIELDS AND PRICES $ Serial Bonds Maturity Principal ( 1) Amount Interest Rate Yield Price 2024 $ 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 $ %Term Bond Due 1, 20 ; Yield %; Price $ %Term Bond Due 1, 20 ; Yield %; Price $ %Term Bond Due 1,20 ; Yield %; Price Exhibit B-1 Page 1147 of 1808 `Yield calculated to first call date of - 1,20_ Optional Redemption The Series 2023A Bonds maturing on or before 1, 20_ are not subject to redemption prior to maturity. The Series 2023A Bonds maturing on or after 1,20 are subject to redemption prior to their maturity, at the option of the City, on or after 1, 20 as a whole or in part at any time, and if in part as selected by the City among maturities and by lot within a maturity, at a redemption price of one hundred percent(100%)of the principal amount of the Series 2023A Bonds to be redeemed, plus with accrued interest to the redemption date. Mandatory Sinking Fund Redemption The Series 2023A Bonds maturing on 1, 20 are subject to mandatory sinking fund redemption prior to maturity, in part and selected by lot at a redemption price of one hundred percent(100%)of the principal amount thereof,on 1 of each year as set forth below in the following principal amounts: Date Principal ( 1) Amount * Final maturity. The Series 2023A Bonds maturing on 1, 20 are subject to mandatory sinking fund redemption prior to maturity, in part and selected by lot at a redemption price of one hundred percent(100%)of the principal amount thereof,on 1 of each year as set forth below in the following principal amounts: Date Principal ( 1) Amount * Final maturity. Exhibit B-2 Page 1148 of 1808 The Series 2023A Bonds maturing on 1, 20 are subject to mandatory sinking fund redemption prior to maturity, in part and selected by lot at a redemption price of one hundred percent(100%)of the principal amount thereof,on 1 of each year as set forth below in the following principal amounts: Date Principal ( 1) Amount Final maturity. Exhibit B-3 Page 1149 of 1808 CITY OF MIAMI BEACH,FLORIDA General Obligation Bonds(Arts and Cultural Facilities), Taxable Series 2023B MATURITIES,PRINCIPAL AMOUNTS,INTEREST RATES,YIELDS AND PRICES $ Serial Bonds Maturity Principal ( 1) Amount Interest Rate Yield Price 2024 $ 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 $ %Term Bond Due 1,20 ; Yield %; Price $ %Term Bond Due 1,20 ; Yield %; Price $ %Term Bond Due 1,20 ;Yield %; Price "Yield calculated to first call date of 1,20 j. Exhibit B-4 Page 1150 of 1808 _ Optional Redemption The Series 2023B Bonds maturing on or before 1, 20_ are not subject to redemption prior to maturity. The.Series 2023B Bonds maturing on or after 1,20 are subject to redemption prior to their maturity, at the option of the City, on or after 1, 20 as a whole or in part at any time, and if in part as selected by the City among maturities and by lot within a maturity,at a redemption price of one hundred percent(100%) of the principal amount of the Series 2023B Bonds to be redeemed, plus with accrued interest to the redemption date. Mandatory Sinking Fund Redemption The Series 2023B Bonds maturing on 1, 20 are subject to mandatory sinking fund redemption prior to maturity, in part and selected by lot at a redemption price of one hundred percent(100%)of the principal amount thereof,on 1 of each year as set forth below in the following principal amounts: Date Principal ( 1) Amount * * Final maturity. The Series 2023B Bonds maturing on 1, 20 are subject to mandatory sinking fund redemption prior to maturity, in part and selected by lot at a redemption price of one hundred percent(100%)of the principal amount thereof,on 1 of each year as set forth below in the following principal amounts: Date Principal ( 1) Amount * Final maturity. The Series 2023B Bonds maturing on 1, 20 are subject to mandatory sinking fund redemption prior to maturity, in part and selected by lot at a redemption price of one hundred percent(100%)of the principal amount thereof,on 1 of each year as set forth below in the following principal amounts: Exhibit B-5 Page 1151 of 1808 Date Principal ( 1) Amount t * Final maturity. Exhibit B-6 Page 1152 of 1808 EXHIBIT C FORM OF ISSUE PRICE CERTIFICATE CITY OF MIAMI BEACH,FLORIDA General Obligation Bonds (Arts and Cultural Facilities), Series 2023A Wells Fargo Bank, N.A. (the "Senior Managing Underwriter"), for itself and as representative of Goldman Sachs & Co., LLC and Estrada Hinojosa & Company, Inc. (collectively, with the Senior Managing Underwriter, the "Underwriting Group") for the bonds identified above(the"Issue"), issued by 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 [SALE DATE], 2023, 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- 1(f)(2)(i))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 I 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 I (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 I as the "Hold-the-Offering-Price Maturities" to the Public for purchase at the respective initial offering prices listed in Schedule I (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 II. (C) As set forth in the Bond Purchase Agreement,dated[SALE DATE], 2023, between the Issuer and the members of the Underwriting Group, 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) any selling group agreement shall Exhibit C-1 Page 1153 of 1808 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 [SALE DATE], 2023, 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 I. The aggregate of the Initial Offering Prices of each Maturity is $ (the "Issue Price"). (B) As set forth in the Bond Purchase Agreement,dated[SALE DATE], 2023, between the Issuer and the members of the Underwriting Group, 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. [NOTE: 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 ([SALE DATE], 2023), 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.] "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. Exhibit C-2 Page 1154 of 1808 "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 [SALE DATE],2023.] "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 third- party distribution agreement participating in the initial sale of the Issue to the Public). All other 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 semi-annual 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(5) and(6)]. (3) Weighted Average Maturity. The weighted average maturity (defined below)of the Issue is 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. (4) Underwriter's Discount. The Underwriter's discount is $ being the amount by which the aggregate Issue Price (as set forth in paragraph (1)) exceeds the price paid by Underwriting Group to the Issuer for the Issue. [(5) 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 1%multiplied by the product of its stated redemption price at maturity and the number of years to its weighted average maturity date.] [Or] [(5) 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 [revise as appropriate], 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 Exhibit C-3 Page 1155 of 1808 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. No Maturity: • Is subject to optional redemption within five years of the Issuance Date of the Issue. • That is subject to optional redemption has an Initial Offering Price or Sale Price,as applicable, that exceeds its stated redemption price at maturity by more than one-fourth of 1% multiplied by the product of its stated redemption price at maturity and the number of complete years to its first optional redemption date.] [Or] [(6) Premium Maturities Subject to Optional Redemption. The Maturities that mature in the year[s] 20_ 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.] [Or] [(5) No Discount or Premium Maturities. No Maturity was sold at an original issue discount or premium.] [(6 or 7) No Stepped Coupon Maturities. No Maturity bears interest at an increasing interest rate.] Exhibit C-4 Page 1156 of 1808 The signer is an officer of the Senior Managing Underwriter and duly authorized to execute and deliver this Certificate 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 Dated: [CLOSING DATE],2023 WELLS FARGO BANK,N.A., for itself and as representative of GOLDMAN SACHS &CO., LLC and ESTRADA HINOJOSA&COMPANY, INC. By: Title: Exhibit C-5 Page 1157 of 1808 [NOTE: If the general rule is used for each Maturity (i.e., actual sales of at least 10% of each Maturity), there is no schedule to attach if the initial offering prices set forth in the Official Statement for the Issue are the first prices at which at least 10%of each Maturity is sold.Otherwise, attach a schedule that shows the first price at which at least 10% of each Maturity was sold.] [EITHER] [If the issue price is determined using a combination of the general rule(actual sales) and hold-the-offering-price rule: SCHEDULE I SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES (Attached) [NOTE: With respect to each General Rule Maturity of the Issue whose Sale Price is not the Initial Offering Price, Schedule I should include each such Maturity's (i) maturity date, (ii) principal amount, (iii) coupon, and (iv) sale price (either as a stated amount, a percentage of a par, or as based on the yield of the Maturity). With respect to each Hold-the-Offering-Price Maturity of the Issue, each such Maturity should be referred to in Schedule I with reference to the final official statement for the Issue. For example,"The Hold-the-Offering Price Maturities are those Maturities of the Issue set forth on the [inside] cover of the final Official Statement, dated [SALE DATE], 2023, for the Issue that mature in the year[s] [ , , and ]."] SCHEDULE II PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached)] [OR] [If the issue price is determined using only the hold-the-offering-price rule in Regulations§ 1.148-1(f)(2)(ii): SCHEDULE I PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached) Schedule I-1 Page 1158 of 1808 DISCLOSURE DISSEMINATION AGENT AGREEMENT This Disclosure Dissemination Agent Agreement (the "Disclosure Agreement"), dated as of , 2023, 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. 1095811256\2W MERICAS Page 1159 of 1808 "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 109561125612.AMERICAS Page 1160 of 1808 "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 Iater than two hundred forty (240) days after the end of each Fiscal Year, commencing with the Fiscal Year ending September 30, 2023. Such date and each anniversary thereof is the Annual Tiling 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: 3 10958112560AMERICAS Page 1161 of 1808 (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 10958112560W MERICAS Page 1162 of 1808 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 with respect to the Issuer for the prior Fiscal Year: the information in the Official Statement [under the tables captioned"City of Miami Beach, Florida Property Tax Levies and Collections," 5 109581125612W MERICAS Page 1163 of 1808 "City of Miami Beach, Florida Statement of Tax Levies and Rates" and "City of Miami Beach, Florida Computation of Direct and Overlapping Debt"1. (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 1095811256\2 AMERICAS Page 1164 of 1808 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 officer for an Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated Person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision 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(10th) 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 1095811256\2W MERI CAS Page 1165 of 1808 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 10b-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. 8 109581125612kAMERICAS Page 1166 of 1808 • 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 1095811256MAMERICAS Page 1167 of 1808 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. No Personal Liability. 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. SECTION 15. Governing Law. This Disclosure Agreement shall be governed by the laws of the State of Florida. 10 1095811256MWMERICAS Page 1168 of 1808 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. 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 By: Name: Title: CITY OF MIAMI BEACH, FLORIDA, as Issuer By: Jason D. Greene Chief Financial Officer APPROVED AS TO FORM&LANGUAGE &FOR EXECUTION Oar 5/8/2023 Attorney Dote lI 10958112560AMERICAS Page 1169 of 1808 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: General Obligation Bonds (Arts and Cultural Facilities), Series 2023A, and General Obligation Bonds(Arts and Cultural Facilities),Taxable Series 2023B Date of Issuance: , 2023 Date of Official Statement: , 2023 CUSIP Numbers: A-1 109 58112 56121 A M E R I CAS Page 1170 of 1808 EXHIBIT B NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Miami Beach, Florida Obligated Person: City of Miami Beach, Florida Name of Bond Issue: General Obligation Bonds(Arts and Cultural Facilities), Series 2023A, and General Obligation Bonds(Arts and Cultural Facilities), Taxable Series 2023B Date of Issuance: ,2023 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 ,2023,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 1095811256\2\AM E R I CAS Page 1171 of 1808 PRELIMINARY OFFICIAL STATEMENT DATED JULY ,2023 NEW ISSUE -Book-Entry Only Ratings: Moody's: " " S&P: " " (See"RATINGS"herein) In the opinion of Squire Patton Boggs (US)LLP, Bond Counsel, under existing law: (i) assuming continuing compliance with certain covenants and the accuracy of certain representations, interest on the Series 2023A Bonds 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 2023 Bonds and the income thereon are exempt from taxation under the laws of the State of Florida, except estate taxes imposed by Chapter 198, Florida Statutes, as amended, and net income and franchise taxes imposed by Chapter 220, Florida Statutes, as amended. Interest on the Series 2023A Bonds may be subject to certain federal taxes imposed only on certain corporations. INTEREST ON THE SERIES 2023B BONDS IS NOT EXCLUDED FROM GROSS INCOME FOR FEDERAL INCOME TAX PURPOSES. For. a more complete discussion of the tax aspects relating to the Series 2023 Bonds, see "TAX MATTERS" herein. CITY OF MIAMI BEACH, FLORIDA , ,; , I-. l' 1 General Obligation Bonds General Obligation Bonds (Arts and Cultural Facilities) (Arts and Cultural Facilities) Series 2023A Taxable Series 2023B Dated: Date of Delivery Due: May 1, as shown on inside cover page The City of Miami Beach,Florida General Obligation Bonds(Arts and Cultural Facilities), Series 2023A(the"Series 2023A Bonds")and City of Miami Beach,Florida General Obligation Bonds(Arts and Cultural Facilities), Taxable Series 2023B (the "Series 2023B Bonds" and, collectively with the Series 2023A Bonds, the "Series 2023 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 2023 Bonds will be registered in the name of Cede & Co., as nominee of The Depository Trust Company,New York,New York("DTC"),which will,act as securities depository for the Series 2023 Bonds. Purchasers will not receive certificates representing their ownership interests in the Series 2023 Bonds purchased. See"DESCRIPTION OF THE SERIES 2023 BONDS -Book-Entry Only System" herein. Interest on the Series 2023 Bonds will accrue from their date of delivery and will be payable on November 1, 2023 and semiannually on each May 1 and November 1 thereafter. U.S. Bank Trust Company, National Association, Jacksonville, Florida, will serve as the initial paying agent (the "Paying Agent")for the Series 2023 Bonds. While the Series 2023 Bonds are registered through the DTC book-entry only system,principal of and interest on the Series 2023 Bonds will be payable by the Paying Agent to DTC. The Series 2023 Bonds are being issued for the purpose of providing funds to finance a portion of the costs of the City's Arts and Cultural Facilities Projects(as described herein), including to the extent permissible under the Code (as hereinafter defined) reimbursement to the City of any moneys previously advanced by the City to pay any portion of the cost of such Arts and Cultural Facilities Projects. See "PURPOSE OF THE ISSUE - The Series 2023 Project" herein. Costs of issuance of the Series 2023 Bonds,including Underwriters' compensation,will be paid by the City from other legally available moneys of the City. Page 1172 of 1808 In each Fiscal Year in which any of the Series 2023 Bonds are Outstanding (as such terms are defined herein), there shall be assessed, levied and collected a tax, without limitation as to rate or amount, in addition to all other taxes, on all taxable property within the corporate limits of the City(excluding exemptions as provided by applicable law),sufficient in amount to pay the principal of and interest on the Series 2023 Bonds as the same shall become due and payable. The tax assessed,levied and collected for the security and payment of the Series 2023 Bonds shall be assessed, levied and collected in the same manner and at the same time as other taxes are assessed,Ievied and collected. THE FULL FAITH, CREDIT AND TAXING POWER OF THE CITY HAVE BEEN IRREVOCABLY PLEDGED TO THE PUNCTUAL PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE SERIES 2023 BONDS. The Series 2023 Bonds are subject to optional and mandatory sinking fund redemption prior to Maturity as described herein. See "DESCRIPTION OF THE SERIES 2023 BONDS - Redemption Provisions"herein. This cover page contains certain information for quick reference only. It is not a summary 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 2023 Bonds are offered when, as and if 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 Rafael A. Paz, Esquire, 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 Greenberg Traurig, P.A., Miami, Florida, as Counsel to the Underwriters. PFM Financial Advisors LLC, Coral Gables, Florida, is serving as Financial Advisor to the City in connection with the issuance of the Series 2023 Bonds. It is expected that settlement on the Series 2023 Bonds will occur through the facilities of DTC in New York, New York on or about July , 2023. Wells Fargo Securities Goldman Sachs & Co., LLC Estrada Hinojosa Bond Dated: July , 2023 * Preliminary,subject to change. Red herring: This Preliminary Official Statement and the infornmation contained herein are subject to amendment and completion without notice. The Series 2023 Bonds-may not be sold and offers to buy may 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 offer to sell or the solicitation of an offer to buy, nor shall there he any sale of the Series 2023 Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Page 1173 of 1808 MATURITIES,PRINCIPAL AMOUNTS,INTEREST RATES, PRICES,YIELDS AND INITIAL CUSIP NUMBERS*t $ Series 2023A Serial Bonds Due Interest Initial (May 1) Principal Amount Rate Price Yield .CUSIP Number 2024 $ % % 593201 2025 593201 2026 593201 2027 593201 2028 593201 2029 593201 2030 593201 2031 593201 2032 593201 2033 593201 2034 593201 2035 593201 2036 593201 2037 593201 2038 593201 2039 593201 2040 593201 2041 593201 2042 593201 2043 593201 2044 593201 2045 593201 2046 593201 2047 593201 2048 593201 2049 593201 2050 593201 2051 593201 2052 593201 2053 593201 Page 1174 of 1808 $ Series 2023A Term Bonds $ %Series 2023A Term Bond Due May 1,20 —Price: /Yield: % Initial CUSIP Number: 593201 $ %Series 2023A Term Bond Due May 1,20 —Price: /Yield: % Initial CUSIP Number: 593201 Page 1175 of 1808 $ Series 2023B Serial Bonds Due Interest Initial (May 1) Principal Amount Rate Price Yield CUSIP Number 2024 $ % % 593201 2025 593201 2026 593201 2027 593201 2028 593201 2029 593201 2030 593201 2031 593201 2032 593201 2033 593201 2034 593201 2035 593201 2036 593201 2037 593201 2038 593201 2039 593201 2040 593201 2041 593201 2042 593201 2043 593201 2044 593201 2045 593201 2046 593201 2047 593201 2048 593201 2049 593201 2050 593201 2051 593201 2052 593201 2053 593201 $ Series 2023B Term Bonds $ % Series 2023B Term Bond Due May 1,20 —Price: /Yield: % Initial CUSIP Number: 593201 Page 1176 of 1808 $ %Series 2023B Term Bond Due May 1,20 —Price: /Yield: Initial CUSIP Number: 593201 * Preliminary, subject to change. t CUSIP® 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 2023 Bonds. Neither the City nor the Underwriters is responsible for the selection or uses of the CUSIP numbers assigned to the Series 2023 Bonds, and no representation is made as to their correctness on the Series 2023 Bonds or as indicated above. The CUSIP number for a specific maturity is subject to change after issuance of the Series 2023 Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of the Series 2023 Bonds. • • Page 1177 of 1808 CITY OF MIAMI BEACH,FLORIDA MAYOR Dan Gelber VICE MAYOR Ricky Arriola CITY COMMISSION Laura Dominguez, Commissioner Alex J. Fernandez, Commissioner Kristen Rosen Gonzalez, Commissioner Steven Meiner, Commissioner David Richardson, Commissioner ADMINISTRATION City Manager Deputy City Manager City Attorney Alina T. Hudak Eric T.Carpenter,P.E. Rafael A.Paz,Esquire Chief Financial Officer City Clerk Jason D.Greene,CGFO,CFE Rafael E. Granado,Esquire CONSULTANTS Bond Counsel Financial Advisor Squire Patton Boggs(US)LLP PFM Financial Advisors LLC Miami,Florida Coral Gables,Florida Disclosure Counsel Independent Auditor Law Offices of Steve E. Bullock,P.A. RSM US LLP ' Miami,Florida Miami,Florida Page 1178 of 1808 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 2023 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information 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 statement in this Official Statement involving estimates, assumptions and 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 and opinions will be realized or fulfilled. Any information, estimates, assumptions and 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 respective 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 2023 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 2023 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,AS AMENDED,OR ANY STATE SECURITIES LAW,NOR HAS THE RESOLUTION BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939,AS AMENDED,IN RELIANCE UPON , EXEMPTIONS CONTAINED IN SUCH ACTS. THE EXEMPTION OF THE SERIES 2023 BONDS FROM REGISTRATION OR QUALIFICATION IN CERTAIN STATES CANNOT BE REGARDED AS Page 1179 of 1808 A RECOMMENDATION THEREOF. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE CITY AND THE TERMS OF THIS OFFERING,INCLUDING THE MERITS AND RISKS INVOLVED. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL,STATE OR GOVERNMENTAL ENTITY OR AGENCY WILL HAVE PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT OR APPROVED OR RECOMMENDED THE SERIES 2023 BONDS FOR SALE. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. IN CONNECTION WITH THIS OFFERING,THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2023 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET,AND SUCH STABILIZING,IF COMMENCED,MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITERS MAY OFFER AND SELL THE SERIES 2023 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 2023 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. 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 FINANCIAL INFORMATION PERMITTED TO BE OMITTED PURSUANT TO RULE 15C2-12(B)(1). Page 1180 of 1808 TABLE OF CONTENTS Page INTRODUCTION 1 PURPOSE OF THE ISSUE 3 General. 3 The Series 2023 Project 3 ESTIMATED SOURCES AND USES OF FUNDS 4 DESCRIPTION OF THE SERIES 2023 BONDS 4 General. 4 Redemption Provisions. 5 Book-Entry-Only System 7 Discontinuance of Book-Entry Only System 10 SECURITY AND SOURCES OF PAYMENT 10 DEBT SERVICE REQUIREMENTS. 11 THE CITY 13 General. 13 Fiscal Year 2023 Budget. 13 AD VALOREM TAXATION 16 General. 16 Property Assessment Procedures 16 Levy of Ad Valorem Taxes. 16 Recent Property Tax Reform 17 Proposed Amendments. 22 Voter Approved Debt. 22 Millage Rates t 24 Tax Collection. 24 FUTURE BOND ISSUES 31 PENSION AND OTHER POST EMPLOYMENT BENEFITS. 32 Defined Benefit Plans. 32 Other Retirement and Compensation Plans. 40 Other Post Employment Benefits. 42 INVESTMENT CONSIDERATIONS. 45 General. 45 Infectious Disease Outbreak. 45 Climate Change. 46 Cybersecurity 49 Inflation and Supply Chain Issues. 50 TAX MATTERS 51 Series 2023A Bonds. 51 Series 2023B Bonds. 54 FINANCIAL STATEMENTS 57 CONTINUING DISCLOSURE 57 LITIGATION. 58 LEGAL MATTERS. 59 ENFORCEABILITY OF REMEDIES. 60 RATINGS. 60 UNDERWRITING. 60 FINANCIAL ADVISOR 62 CONTINGENT FEES 62 111 Page 1181 of 1808 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS. 62 AUTHORIZATION CONCERNING OFFICIAL STATEMENT. 62 MISCELLANEOUS. 62 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 Annual Comprehensive Financial Report of the City of Miami Beach,Florida for the Fiscal Year Ended September 30,2022 B-1 APPENDIX C - The 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 • iv Page 1182 of 1808 OFFICIAL STATEMENT relating to $ * CITY OF MIAMI BEACH,FLORIDA $ * $ * General Obligation Bonds General Obligation Bonds (Arts and Cultural Facilities) (Arts and Cultural Facilities) Series 2023A Taxable Series 2023B INTRODUCTION The purpose of this Official Statement, which includes the cover page and the appendices, is to furnish information with respect to the issuance and sale by the City of Miami Beach, Florida(the"City") of its $ * in aggregate principal amount of General Obligation Bonds (Arts and Cultural Facilities), Series 2023A (the "Series 2023A Bonds") and its $ * in aggregate principal amount of General Obligation Bonds (Arts and Cultural Facilities), Taxable Series 2023B (the "Series 2023B Bonds"and,collectively with the Series 2023A Bonds,the"Series 2023 Bonds"),including the use of proceeds and sources of funds pledged or available for the payment thereof. The Series 2023 Bonds are being issued pursuant to and under the authority of the Constitution and laws of the State of Florida (the"State"),including,without limitation,Article VII,Section 12 of the Florida Constitution,Chapter 166, Part II, Florida Statutes, as amended, the City of Miami Beach Charter (the "City Charter") and other applicable provisions of law,and pursuant and subject to the terms and conditions of Resolution No.2023- adopted by the Mayor and City Commission of the City (collectively, the "City Commission") on June , 2023 (the "Resolution"). For a more detailed description of certain terms and conditions of the Series 2023 Bonds, and the provisions of the Resolution, see "APPENDIX C - The Resolution." On July 20, 2022, the City Commission adopted Resolution No. 2022-32261 calling for a special election on November 8,2022 to submit to the electorate of the City a bond referendum to decide whether the City should be authorized to issue not exceeding $159,000,000 in principal amount of general obligation bonds (the "Arts and Cultural Facilities General Obligation Bonds") to improve facilities for resiliency of arts and cultural institutions throughout the City, including museums, performance venues, artistic playgrounds, senior/cultural centers, botanical garden, aquatic sculpture park, and related artist/workforce housing(collectively,the"Arts and Cultural Facilities Projects"). At such special election on November 8, 2022, the issuance of the Arts and Cultural Facilities General Obligation Bonds was approved by the electorate of the City in accordance with the applicable laws of the State. On November 21, 2022, the City Commission adopted Resolution No. 2022-32416 adopting the certification by the Supervisor of Elections of Miami-Dade County, Florida(the "County"), of the results of the special election approving the issuance of the Arts and Cultural Facilities General Obligation Bonds. Delivery of the Series 2023 Bonds shall constitute the issuance of a portion of the Arts and Cultural Facilities General Obligation Bonds for the purpose of financing certain Arts and Cultural Facilities Projects. See "PURPOSE OF THE ISSUE - The Series 2023 Project" herein. The Series 2023 Bonds collectively shall constitute the first series of Arts and Cultural Facilities General Obligation Bonds to be issued. * Preliminary; subject to change. Page 1183 of 1808 On December 1,2011,the City issued its General Obligation Refunding Bonds, Series 2011 in the aggregate principal amount of$34,840,000(the"Series 2011 General Obligation Bonds")to refund certain of the City's then outstanding general obligation bonds. The Series 2011 General Obligation Bonds are currently outstanding in the aggregate principal amount of$2,175,000,with a final maturity on September 1, 2023. On May 2, 2019, the City issued its General Obligation and Refunding Bonds, Series 20I9 in the aggregate principal amount of$162,225,000 (the "Series 2019 General Obligation Bonds"). The Series 2019 General Obligation Bonds(i)refunded certain of the City's then outstanding general obligation bonds and(ii)fmanced a portion of the cost of Public Safety Projects,Neighborhoods and Infrastructure Projects, and Parks and Recreational and Cultural Facilities Projects (as such terms are defined in the resolutions of the City authorizing the issuance of the Series 2019 General Obligation Bonds)pursuant to the approval for the issuance of general obligation bonds to finance such projects provided by the electorate of the City in its special election on November 6, 2018. The Series 2019 General Obligation Bonds are currently outstanding in the aggregate principal amount of $155,045,000. Except for the Series 2011 General Obligation Bonds which shall be paid in full on September 1, 2023, upon issuance of the Series 2023 Bonds, the Series 2019 General Obligation Bonds shall constitute the only other general obligation bonds issued by the City that will be outstanding. However, see"FUTURE BOND SALES" herein. The Series 2023 Bonds will be issued in book-entry only form and purchasers of the Series 2023 Bonds will not receive certificates representing their interest in the Series 2023 Bonds purchased. The Series 2023 Bonds will contain such other terms and provisions,including provisions regarding redemption, as described in"DESCRIPTION OF THE SERIES 2023 BONDS"herein. The Series 2023 Bonds will be payable from ad valorem taxes assessed, levied and collected, without limitation as to rate or amount, on all taxable property within the corporate limits of the City- (excluding exemptions as provided by applicable law). Such taxes shall be in addition to all other taxes collected and shall be in an amount sufficient to pay the principal of and interest on the Series 2023 Bonds as the same shall become due and payable. The full faith, credit and taxing power'of the City have been irrevocably pledged to the punctual payment of the principal of and interest on the Series 2023 Bonds. See"SECURITY AND SOURCES OF PAYMENT" 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 2023 Bonds,the documents authorizing and securing the same,including,without limitation,the 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,Miami Beach,Florida 33139, Telephone number: I (305) 673-7466, Facsimile number: (305) 673-7795, Email address: www.miamibcachfl.gov/finance. Capitalized terms used but not defined in this Official Statement shall have the meaning ascribed to such terms in the Resolution. See"APPENDIX C -The Resolution." [Remainder of page intentionally left blank] 2 Page 1184 of 1808 PURPOSE OF THE ISSUE General The Series 2023 Bonds are being issued for the purpose of providing funds to fmance the costs of the portion of the Arts and Cultural Facilities Projects more particularly described below under the subcaption, "The Series 2023 Project" Costs of issuance of the Series 2023 Bonds, including compensation to the Underwriters in connection with the public offering of the Series 2023 Bonds, will be paid by the City from other legally available moneys. See"ESTIMATED SOURCES AND USES OF FUNDS"herein. The Series 2023 Project The enhancements and upgrades authorized to be included in the Series 2023 Project consist of the acquisition,construction or installation of the portions of the Arts and Cultural Facilities Projects generally described as follows: Proceeds of the Series 2023A Bonds will be used to finance the costs of the'following Arts and Cultural Facilities Projects (collectively, the "Series 2023A Project"): [INSERT TAX-EXEMPT PROJECTS APPROVED BY CITY COMMISSION] Proceeds of the Series 2023B Bonds will be used to finance the costs of the following Arts and Cultural Facilities Projects (collectively, the "Series 2023B Project" and, together with the Series 2023A Project, the "Series 2023 Project"): [INSERT TAXABLE PROJECTS APPROVED BY CITY COMMISSION.] The Series 2023 Project described above may be revised and amended from time to time by the City Commission's adoption of one or more resolutions describing a new or substitute improvement from the Arts and Cultural Facilities Projects which the City Commission has determined should be financed with a portion of the proceeds of the Series 2023 Bonds; provided, however, that such new or substitute improvement to the Series 2023A Project is eligible to be financed with the proceeds of obligations, the interest on which is excluded from gross income for federal income tax purposes. Any such resolution to add or substitute improvements within the Series 2003 Project shall not be considered an amendment of the Resolution that is required to comply with the amendment provisions set forth in Section 15 of the Resolution. See"APPENDIX C -The Resolution." • The portion of the proceeds of the Series 2023 Bonds consisting of(i) the Series 2023A Bonds shall be deposited in the City of Miami Beach Series 2023A Arts and Cultural Facilities General Obligation Bonds Construction Account established in accordance with the terms of the Resolution(the"Series 2023A Construction Account") and disbursed to pay costs of the Series 2023A Project; and(ii) the Series 2023B Bonds shall be deposited in the City of Miami Beach Taxable Series 2023B Arts and Cultural Facilities General Obligation Bonds Construction Account established in accordance with the terms of the Resolution (the "Series 2023B Construction Account") and disbursed to pay costs of the Series 2023B Project. The payment of the costs described in this paragraph shall include reimbursement to the City of funds advanced for such costs; provided, however, that if such reimbursement is for any portion of the Series 2023A Project, the reimbursement shall be in accordance with the provisions therefor in the Code. 3 Page 1185 of 1808 Any balance remaining in the Series 2023A Construction Account after payment or provision for payment of the costs of the Series 2023A Project shall be transferred to the Paying Agent for deposit in the City of Miami Beach Series 2023A General Obligation Bond Principal and Interest Account established in accordance with the terms of the Resolution (the "Series 2023A Principal and Interest Account") and used solely to pay principal of and interest on the Series 2023A Bonds. Any balance remaining in the Series 2023B Construction Account after payment or provision for payment of the costs of the Series 2023B Project shall be transferred to the Paying Agent for deposit in the City of Miami Beach Taxable Series 2023B General Obligation Bond Principal and Interest Account established in accordance with the terms of the Resolution (the "Series 2023B Principal and Interest Account") and used solely to pay principal of and interest on the Series 2023B Bonds. 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 2023 Bonds: Sources of Funds Series 2023A Series 2023B Bonds Bonds Total Par Amount of Series 2023 Bonds $ $ $ Net Original Issue Discount/Premium Other Legally Available Moneys" Total Estimated Sources of Funds $ $ $ Uses of Funds Deposit to Series 2023A Construction Accoune $ $ $ Deposit to Series 2023B Construction Account9 Cost of Issuance) Total Estimated Uses of Funds $ $ $ (1) Represents the amount to be contributed by the City to pay certain costs of issuance of the Series 2023 Bonds. (2) See"PURPOSE OF THE ISSUE-The Series 2023 Project"herein. (3) To pay certain costs of issuance of the Series 2023 Bonds, including, without limitation, printing costs, fees of bond counsel, disclosure counsel, the financial advisor and the rating agencies, miscellaneous costs of issuance and compensation to be paid to the Underwriters in connection with the public offering of the Series 2023 Bonds. See "UNDERWRITING"herein. DESCRIPTION OF THE SERIES 2023 BONDS General The Series 2023 Bonds will be dated their date of original issuance and delivery. The Series 2023 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 2023 Bonds is payable semiannually commencing on November 1, 2023 and on each May 1 and November 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 4 Page 1186 of 1808 Series 2023 Bonds (the "Paying Agent") and as the bond registrar for the Series 2023 Bonds (the "Bond Registrar"). • If the date for payment of the principal of or interest on the Series 2023 Bonds shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the city where the corporate trust office of the Paying Agent is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such day shall have the same force and effect as if made on the nominal date of payment. The Series 2023 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, New York, New York ("DTC"). Purchases of beneficial interests in the Series 2023 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 2023 Bonds shall be in book-entry-only form, the principal of and interest on the Series 2023 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"DESCRIPTION OF THE SERIES 2023 BONDS -Book-Entry Only System"herein. Redemption Provisions Optional Redemption The Series 2023 Bonds maturing on or before May 1, 20_ are not subject to redemption prior to maturity. The Series 2023 Bonds maturing on or after May 1,20 shall be subject to redemption prior to their maturity, at the option of the City, on or after , 20_, as a whole or in part at any time, and if in part as selected by the City among maturities and by lot within a maturity, at a redemption price of one hundred percent(100%)of the principal amount thereof plus accrued interest from the most recent interest payment date to the redemption date. Mandatory Sinking Fund Redemption The Series 2023A Bonds maturing May 1, 20 are subject to mandatory redemption prior to maturity, in part and selected by lot, at a redemption price of one hundred percent(100%)of the principal amount thereof on May 1, 20_and on each May 1 thereafter set forth below in the following principal amounts: Due Principal (May 1) Amount * *Final maturity. The Series 2023A Bonds maturing May 1, 20 are subject to mandatory redemption prior to maturity, in part and selected by lot, at a redemption price of one hundred percent(100%)of the principal amount thereof on May 1, 20_and on each May 1 thereafter set forth below in the following principal amounts: 5 Page 1187 of 1808 Due Principal (May 1) Amount * * Final maturity. The Series 2023B Bonds maturing May 1, 20 are subject to mandatory redemption prior to maturity, in part and selected by lot, at a redemption price of one hundred percent(100%)of the principal amount thereof on May 1, 20 and on each May 1 thereafter set forth below in the following principal amounts: Due Principal (May 1) Amount * * Final maturity. The Series 2023B Bonds maturing May 1, 20_ are subject to mandatory redemption prior to maturity, in part and selected by lot, at a redemption price of one hundred percent(100%) of the principal amount thereof on May 1, 20 and on each May 1 thereafter set forth below in the following principal amounts: Due Principal (May 1) Amount * * Final maturity. Notice of Redemption Mailing of Notice of Redemption. Notice of redemption shall be given by the Bond Registrar by deposit in the U.S. mails of a copy of a redemption notice, postage prepaid, at least thirty (30) and not more than sixty(60) days before the redemption date to all registered owners of the Series 2023 Bonds or portions of the Series 2023 Bonds to be redeemed at their addresses as they appear on the registration books to be maintained in accordance with the provisions of the Resolution. Failure to mail any such notice to a registered owner of a Series 2023 Bond, or any defect therein, shall not affect the validity of the proceedings for redemption of any Series 2023 Bond or portion thereof with respect to which no failure or defect occurred. Such notice of redemption shall set forth the date fixed for redemption, the rate of interest borne by each Series 2023 Bond being redeemed, the name and address of the Paying Agent and the Bond Registrar, the redemption price to be paid and, if less than all of the Series 2023 Bonds then Outstanding shall be called for redemption, the distinctive numbers and letters, including CUSIP numbers, if any, of such Series 2023 Bonds to be redeemed and, in the case of Series 2023 Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. If any Series 2023 Bond is to be redeemed 6 Page 1188 of 1808 in part only, the notice of redemption which relates to such Series 2023 Bond shall also state that on or after the redemption date, upon surrender of such Series 2023 Bond, a new Series 2023 Bond or Series 2023 Bonds in a principal amount equal to the unredeemed portion of such Series 2023 Bond will be issued. If the optional redemption of any of the Series 2023 Bonds is conditioned upon the receipt of sufficient moneys, the notice of redemption which relates to such Series 2023 Bonds shall also state that the redemption is so conditioned. Any notice mailed as described above shall be conclusively presumed to have been duly given, whether or not the owner of such Series 2023 Bond receives such notice. The Bond Registrar shall not be required to transfer or exchange any Series 2023 Bond after the mailing of a notice of redemption nor during the period of fifteen (15) days next preceding mailing of a notice of redemption. Effect of Calling for Redemption. Notice having been given in the manner and under the conditions provided above, the Series 2023 Bonds or portions of Series 2023 Bonds so called for redemption shall, on the redemption date designated in such notice,become and be due and payable at the redemption price provided for redemption of such Series 2023 Bonds or portions of Series 2023 Bonds on such date; provided,however,that Series 2023 Bonds or portions of Series 2023 Bonds called for optional redemption and which redemption is conditioned upon the receipt of sufficient moneys, shall not become due and payable on the redemption date if sufficient moneys to pay the redemption price of such Series 2023 Bonds or portions of such Series 2023 Bonds have not been received by the Paying Agent on or prior to the redemption date. On the date so designated for redemption,moneys for payment of the redemption price being held in separate accounts by the Paying Agent or other Authorized Depository in trust for the registered owners of the Series 2023 Bonds or portions thereof to be redeemed, all as provided in the Resolution, interest on the Series 2023 Bonds or portions of Series 2023 Bonds so called for redemption shall cease to accrue, such Series 2023 Bonds and portions of Series 2023 Bonds shall cease to be entitled to any lien, benefit or security under the Resolution and shall be deemed paid thereunder, and the registered owners of such Series 2023 Bonds or portions of Series 2023 Bonds shall have no right in respect thereof except to receive payment of the redemption price thereof and,to the extent provided in the next paragraph,to receive Series 2023 Bonds for any unredeemed portions of the Series 2023 Bonds. In case part but not all of an Outstanding fully registered Series 2023 Bond shall be selected for redemption,the registered owners thereof shall present and surrender such Series 2023 Bond to the Paying Agent for payment of the principal amount thereof so called for redemption,and the City shall execute and deliver to or upon the order of such registered owner,without charge therefor, for the unredeemed balance of the principal amount of the Series 2023 ponds so surrendered,a Series 2023 Bond or Series 2023 Bonds fully registered as to principal and interest. Book-Entry Only System The following description of the procedures and record keeping with respect to beneficial ownership interests in the Series 2023 Bonds,payment of the principal of and interest on the Series 2023 Bonds to DTC Participants or Beneficial Owners(as such terms are hereinafter defined)of the Series 2023 Bonds, confirmation and transfer of beneficial ownership interest in the Series 2023 Bonds and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners of the Series 2023 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. 7 Page 1189 of 1808 DTC will act as securities depository for the Series 2023 Bonds. The Series 2023 Bonds will be issued as fully-registered securities registered in the name of Cede&Co., as DTC's partnership nominee, or such other name as may be requested by an authorized representative of DTC. One fully-registered Series 2023 Bond certificate will be issued for each maturity of each series of the Series 2023 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 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 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 2023 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2023 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2023 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 2023 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 2023 Bonds, except in the event that use of the book-entry system for the Series 2023 Bonds is discontinued. To facilitate subsequent transfers,all Series 2023 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 2023 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 2023 Bonds. DTC has no knowledge of the actual Beneficial Owners of the Series 2023 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2023 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. 8 Page 1190 of 1808 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 2023 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2023 Bonds, such as redemptions, defaults and proposed amendments to the documents securing the Series 2023 Bonds. For example, Beneficial Owners of the Series 2023 Bonds may wish to ascertain that the nominee holding the Series 2023 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Bond Registrar and request that copies of notices are provided directly to them. Redemption notices shall be sent by the Bond Registrar to DTC. If less than all of the Series 2023 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 2023 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 2023 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the Series 2023 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 BOND REGISTRAR, NOR THE PAYING AGENT WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO ANY DIRECT OR INDIRECT PARTICIPANT OR THE PERSONS FOR WHOM THEY ACT AS NOMINEES WITH RESPECT TO THE SERIES 2023 BONDS IN RESPECT OF THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DIRECT OR INDIRECT PARTICIPANT,THE PAYMENT BY DTC OR ANY DIRECT OR INDIRECT PARTICIPANT OF ANY AMOUNT IN RESPECT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2023 BONDS,ANY NOTICE WHICH IS PERMITTED OR REQUIRED TO BE GIVEN TO BONDHOLDERS UNDER THE RESOLUTION, THE SELECTION BY DTC OR ANY DIRECT OR INDIRECT PARTICIPANT OR ANY PERSON TO RECEIVE PAYMENT IN THE EVENT OF A PARTIAL REDEMPTION OF THE SERIES 2023 BONDS, OR ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS 9 • Page 1191 of 1808 BONDHOLDER. SO LONG AS CEDE&CO. IS THE REGISTERED OWNER OF THE SERIES 2023 BONDS, AS NOMINEE OF DTC,'REFERENCES IN THIS OFFICIAL STATEMENT TO THE BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2023 BONDS SHALL MEAN CEDE &CO.,AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2023 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 2023 Bond certificates, the City may notify DTC and the Bond Registrar, whereupon DTC will notify the DTC Participants, of the availability through DTC of Series 2023 Bond certificates. In such event,the City shall prepare and execute,and the Bond Registrar shall authenticate,transfer and exchange, Series 2023 Bond certificates as requested by DTC in appropriate amounts and within the guidelines set forth in the Resolution. DTC may also determine to discontinue providing its services with respect to the Series 2023 Bonds at any time by giving written notice to the City and the Bond 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 Bond Registrar shall be obligated to deliver Series 2023 Bond certificates as described herein. In the event Series 2023 Bond certificates are issued, the provisions of the Resolution shall apply to, among other things, the transfer and exchange of such certificate and the method of payment of principal of and interest on such certificates. Whenever DTC requests the City and the Bond Registrar to do so, the City will direct the Bond Registrar to cooperate with DTC in taking appropriate action after reasonable notice(i)to make available one or more separate certificates evidencing the Series 2023 Bonds to any DTC Participant having Series 2023 Bonds credited to its DTC account;or(ii)to arrange for another securities depository to maintain custody of certificates evidencing the Series 2023 Bonds. SECURITY AND SOURCES OF PAYMENT The Series 2023 Bonds constitute general obligations of the City. In each Fiscal Year while any of the Series 2023 Bonds are Outstanding, there shall be assessed, levied and collected a tax, without limitation as to rate or amount, on all taxable property within the corporate limits of the City (excluding exemptions as provided by applicable law), in addition to all other taxes, sufficient in amount to pay the principal of and interest on the Series 2023 Bonds as the same shall become due and payable. The tax assessed, levied and collected for the security and payment of the Series 2023 Bonds shall be assessed, levied and collected, in the same manner and at the same time as other ad valorem taxes are assessed, levied and collected, and the proceeds of said tax shall be applied solely to the payment of the principal of and interest on the Series 2023 Bonds. On or before each interest or principal payment date for the Series 2023 Bonds, the City shall transfer to the Paying Agent for deposit in the (i) Series 2023A Principal and Interest Account an amount sufficient to pay the principal of and interest on the Series 2023A Bonds then due and payable and(ii) Series 2023B Principal and Interest Account an amount sufficient to pay the principal of and interest on the Series 2023B Bonds then due and payable. The full faith, credit and taxing power of the City are irrevocably pledged to the punctual payment of the principal of and interest on the Series 2023 Bonds. See"AD VALOREM TAXATION"herein. [Remainder of page intentionally left blank] 10 Page 1192 of 1808 DEBT SERVICE REQUIREMENTS Set forth below are the debt service requirements of the Series 2023 Bonds. Fiscal Year Total Ending Series 2023A Bonds Series 2023B Bonds Series 2023 September 30 Principal Interest Total Principal Interest Total Bonds 2024 $ $ $ $ $ $ $ 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 Total $ $ $ $ $ $ $ 11 Page 1193 of 1808 Set forth below are the total debt service requirements of the Series 2023 Bonds, all other general obligation bonds of the City that are outstanding upon issuance of the Series 2023 Bonds and the total combined debt service on all outstanding general obligation bonds of the City, including the Series 2023 Bonds, immediately following issuance of the Series 2023 Bonds. Total Series Fiscal Year 2023 Bonds and Ending Total Outstanding General Outstanding General September 30 Series 2023 Bonds Obligation Bonds* Obligation Bonds 2023 $ $ 10,431,550.00 $ 2024 11,863,800.00 2025 9,865,550.00 2026 9,229,300.00 2027 10,556,300.00' 2028 9,874,550.00 2029 9,200,800.00 2030 10,225,800.00 2031 10,280,800.00 2032 9,681,300.00 2033 9,677,100.00' 2034 9,678,850.00 2035 9,677,850.00 2036 9,679,600.00 2037 9,678,350.00 2038 9,678,600.00 2039 9,679,600.00 2040 9,680,600.00 2041 9,676,800.00 2042 9,677,600.00 2043 9,677,400.00 2044 9,680,800.00 2045 9,677,200.00 2046 9,680,012.50 2047 9,681,062.50 2048 9,680,025.00 2049 9,681,537.50 2050 —0— 2051 —0- 2052 —0- 2053 —0— Total $ $265,752,737.50 $ * Represents the outstanding Series 2011 General Obligation Bonds,which have a final maturity of September 1, 2023, and the outstanding Series 2019 General Obligation Bonds. See"INTRODUCTION"herein. 12 Page 1194 of 1808 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 is governed by an elected mayor and six (6) member commission. The City operates under a Commission-Manager form of government. 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. 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-to-day 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." Fiscal Year 2023 Budget Pursuant to the City Charter, the City Manager makes public annually a budget summary setting forth the proposed cost of the various departments of the City and reflecting the personnel for each department. The annual budget serves as the foundation for the City's financial planning and control. Prior to the first public hearing required by State law,the City Commission is presented with the proposed budget. The proposed budget includes anticipated expenditures and the means for funding them. After City Commission review and two (2) public hearings, the budget is required to be adopted prior to the beginning of each Fiscal Year. Budget components are approved by fund and department and authorized at the department level. Management of the City may transfer amounts between line items within a department as long as the transfer does not result in an increase in the department's budget. Increases to funds or department budgets and transfers between departments require City Commission approval. Set forth below is a summary of the City's General Fund operating budget for the Fiscal Year ending September 30, 2023. The City's budget was approved on September 28, 2022 and is presented below in two(2)separate tables,one summarizing the approved budget for revenues and one summarizing the approved budget for expenditure appropriations. [Remainder of page intentionally left blank] 13 Page 1195 of 1808 Adopted Budget for Fiscal Year 2023 General Fund Revenues General Operating Revenues General Fund Ad Valorem Taxes $220,605,000 Ad Valorem- Capital Renewal and Replacement 1,944,000 Ad Valorem - Pay-As-You-Go Capital 3,974,000 Ad Valorem-Normandy Shores 282,000 Other Taxes 25,010,000 Licenses and Permits 18,040,000 Intergovernmental 14,175,000 Charges for Services 14,489,000 Fines and Forfeits 1,264,000 Interest Earnings 5,577,000 Rents and Leases 6,967,000 Miscellaneous 15,566,000 Resort Tax Contribution 39,227,000 Other Non-Operating Revenue 13,905,000 Use of General Fund Reserves/Prior Year Surplus 1,593,000 Total General Fund Operating Revenues $382,618.000 Source: City of Miami Beach,Florida Adopted Fiscal Year 2023 Work Plan and Operating Budget. [Remainder of page intentionally left blank] • 14 Page 1196 of 1808 Adopted Budget for Fiscal Year 2023 General Fund Appropriations General Expenditure Appropriations General Fund Mayor and City Commission $ 2,809,000 Administrative Support City Attorney 7,010,000 City Clerk 1,914,000 City Manager 4,290,000 Finance 7,768,000 Human Resources/Labor Relations 3,124,000 Marketing and Communications 2,913,000 Office of Management and Budget 1,678,000 Procurement 3,015,000 Economic Development and Cultural Arts Code Compliance 6,872,000 Economic Development 2,571,000 Environment and Sustainability 2,139,000 Housing and Community Services 4,291,000 Organizational Development and Performance Initiatives 1,944,000 Planning 5,790,000 Tourism and Cultural Development 3,566,000 Operations Capital Improvement Projects 5,838,000 Facilities and Fleet Management 3,698,000 Parks and Recreation 42,998,000 Public Works 16,086,000 Public Safety Police 130,195,000 Fire 100,220,000 Citywide Citywide Accounts 8,378,000 Citywide Accounts -Normandy Shores 282,000 Citywide Accounts -Operating Contingency 7,011,000 Subtotal 376,400,000 Transfers Capital Renewal and Replacement 1,944,000 Pay-As-You-Go Capital 3,974,000 Information and Communication Technology Fund 300,000 Subtotal 6,218,000 Total General Fund Expenditure Appropriation $382,618,000 Source: City of Miami Beach,Florida Adopted Fiscal Year 2023 Work Plan and Operating Budget. 15 Page 1197 of 1808 AD VALOREM TAXATION General Under Florida law, the assessment of all properties and the collection of all county, school board, special taxing district, and municipal property taxes are consolidated in the offices of the county property appraiser and county tax collector. The Florida Constitution limits the aggregate rate of ad valorem taxes that may be levied on real and personal property. The limitation, except as noted below, is ten (10) mills each for all county and municipal purposes. A mill is equal to one-tenth of one cent of one dollar or$1.00 for every $1,000 of assessed value. Notwithstanding the foregoing, no limitation exists as to the rate or amount of ad valorem taxes that may be levied for the payment of indebtedness approved by referendum. Consequently,limitations otherwise applicable to the amount of ad valorem taxes that can be levied do not apply to taxes required to be levied to pay debt service on the City's general obligation bonds, including the Series 2023 Bonds. The millage rate of each taxing authority, except as limited by law, is established on the basis of estimates of revenue needs and total taxable property valuations within each taxing authority's jurisdiction. Ad valorem taxes are not levied in excess of actual budget requirements. In setting millage rates, the applicable governmental unit is required by State law to assume not less than ninety-five percent (95%) of the taxable value of the property within its jurisdiction, as certified by the county property appraiser. In 1973, the State enacted legislation to encourage,public awareness of spending and taxing decisions made by local elected officials. That legislation was amended in 1980 by the Truth in Millage or"TRIM BILL,"now codified as Section 200.065, Florida Statutes. The legislation provides that, if the tax rate established by the governing board exceeds the rolled-back tax rate, the taxing authority shall publish notice of the proposed tax increase prior to the public hearing required to be held for the adoption of the fmal budget and millage rate. Under Section 200.065, a "rolled back tax rate" is defined as the millage rate that would produce the same amount of ad valorem taxes in each current year as were levied in the prior year, exclusive of any increase in assessments resulting from new construction and geographic boundary changes. Property Assessment Procedures Real and personal property valuations in the County are determined each year as of January 1 by the County Property Appraiser's Office. The assessment roll is prepared between each January 1 and July 1,with each taxpayer given notice of the proposed assessed value of his or her property in August. The property owner has the right to file an appeal with the County's Value Adjustment Board, which considers petitions relating to assessments and exemptions. The County's Value Adjustment Board consists of members of the Board of County Commissioners of the County,the Miami-Dade County School Board and citizen representatives. The Value Adjustment Board certifies the assessment roll upon completion of the hearing of all property assessment appeals. Millage rates are then computed by the various taxing authorities and certified to the County Property Appraiser,who applies the millage rates to the final assessment roll. This procedure creates the tax roll that is then annually delivered to the County Tax Collector on or about the first Monday in October of each year. Levy of Ad Valorem Taxes In October, a notice is mailed to each property owner on the tax roll for the taxes levied by counties, school boards, municipalities and other taxing authorities. Taxes may be paid upon receipt of such notice,with discounts at the rate of four percent(4%)if paid in the month of November,three percent 16 Page 1198 of 1808 (3%) if paid in the month of December, two percent(2%)if paid in the-month of January, and one percent (1%) if paid in the month of February. Taxes paid during the month of March are without discount. All taxes are due and payable on November 1 of each year or as soon thereafter as the certified tax roll is received by the county tax collector. Taxes become delinquent on April 1 following the year in which they are assessed or sixty (60) days after mailing of the original tax notice, whichever is later. If the delinquency date for ad valorem taxes is later than April 1 of the year following the year in which taxes are assessed, all dates or time periods specified in the Florida Statutes relative to the collection of, or administrative procedures regarding, delinquent taxes shall be extended a like number of days. The county tax collector may accept partial payments on current taxes and assessments on real property or tangible personal property pursuant to Section 197.374, Florida Statutes, as amended. At the discretion of the county tax collector, one or more partial payments of any amount per parcel will be accepted for payment of current taxes and assessments as long as payment in full is made prior to the date of delinquency(April 1 following the year of assessment). State law requires that all non-exempt property be assessed at one hundred percent(100%) of fair market value, with certain exceptions, including, without limitation, agricultural land, noncommercial recreational land, inventory and livestock. Except as noted below under the subheading"Recent Property Tax Reform," exemptions from the ad valorem tax include (i) the first $25,000 of assessed value for a permanent residence (the "homestead property"); (ii) property owned by certain permanently and totally disabled persons; (iii) renewable energy source improvements; (iv) inventory; (v) property used by hospitals, nursing homes, homes for special services, and property used by nonprofit homes for the aged; (vi) education property; (vii) property owned by certain charitable, literary, religious or scientific organizations; (viii) property owned by not-for-profit sewer and water companies; and (ix) the first $500 of property of every widow, blind person or disabled person. An additional homestead exemption of up to$50,000 of assessed value may be granted by a city or county for persons 65 or older, subject to certain income limitations. Recent Property Tax Reform Over the years, amendments have been adopted to the provisions of the Florida- Constitution affecting the assessment of property or the collection of ad valorem tax revenues. Several of such amendments are summarized below. Save Our Homes Constitutional Amendment By voter referendum held on November 3, 1992,Article VII, Section 4 of the Florida Constitution was amended to add a subsection which, in effect, limits the increases in assessed just value of homestead property to the lesser of(a) three percent(3%) of the assessment for the prior year or(b) the percentage change in the Consumer Price Index, as further defined therein. The Amendment is commonly referred to as the"Save Our Homes Amendment." Further, the Save Our Homes Amendment provides that (i)no assessment shall exceed just value; (ii) after any change of ownership of homestead property or upon termination of homestead status, such property shall be reassessed at just value as of January 1 of the year following the year of sale or change of status; (iii)new homestead property shall be assessed at just value as of January 1 of the year following the establishment of the homestead; and (iv) changes, additions, reductions or improvements to homestead property shall initially be assessed as provided for by general law, and thereafter as provided in the amendment. 17 • Page 1199 of 1808 2006 Constitutional Amendments In the November 7, 2006 general election, Florida voters approved an amendment to the State Constitution to provide an increase in the homestead exemption, from$25,000 to$50,000, for certain low- income seniors, effective January 1, 2007. An amendment to the State Constitution was also approved in the November 7, 2006 election to provide a discount for certain permanently disabled veterans from the amount of ad valorem taxes collected from such veterans. The disabled veterans amendment became effective on December 7, 2006. Rollback Law In June 2007, the Florida legislature enacted Chapter 2007-321, Laws of Florida (2007) (the "Rollback Law"). The Rollback Law took effect immediately and affected governmental budgets prepared for fiscal year 2007-2008 and subsequent fiscal years. The Rollback Law required all counties, cities and special districts to "roll back"their fiscal year 2008 tax rates so that such governmental entities collected the same revenue in fiscal year 2008 that they collected in fiscal year 2007, plus a further zero percent (0%) to nine percent (9%) tax cut from fiscal year 2007 figures, depending on tax increases adopted by the individual county, city or special district since fiscal year 2002. Using the formula set forth in the Rollback Law,the City reduced its ad valorem tax rate for the collection of general fund operating revenues in Fiscal Year 2008 by 23.29% from its Fiscal Year 2007 collections. The Rollback Law further provides that, after fiscal year 2009,property tax rate growth in cities, counties and special districts cannot exceed the growth of new construction and per capita personal income. The City can exceed the new statutory cap on property tax rate growth (i) by up to ten percent (10%) following a two-thirds (2/3) majority vote of the City Commission or(ii)by an unlimited amount following a three-fourths(3/4)majority vote of the City Commission or approval by the electors of the City via referendum. January 2008 Constitutional Amendments In the January 29, 2008 special election, Florida voters approved amendments to the State Constitution to exempt certain portions of a property's assessed value from taxation, and in certain cases limit increases in assessed value of non-homestead property. Certain provisions from such amendments are summarized below. Generally, the amendments approved January 29, 2008: 1. Provide for an additional$25,000 exemption for the assessed value of homestead property to increase the homestead exemption, for property owners using the standard homestead exemption, to $50,000 (thus doubling the existing homestead exemption for property with an assessed value equal to $50,000 or greater and increasing the homestead exemption to$75,000 for property owners eligible to use one of the special homestead exemptions and having property with an assessed value equal to or greater than $75,000). The additional $25,000 exemption, however, does not apply to school district taxes. 2. Permit owners of homestead property to transfer their "Save Our Homes" benefit (up to $500,000) to a new homestead property purchased within two (2) years of the sale of their previous homestead property to which such benefit applied if the just value of the new homestead is greater than or is equal to the just value of the prior homestead property. If the just value of the new homestead property is less than the just value of the prior homestead property,then owners of homestead property may transfer a proportional amount of their"Save Our Homes"benefit, such proportional amount being equal to the just value of the new homestead property divided by the just value of the prior homestead property, multiplied by the assessed value of the prior homestead property. 3. Exempt from ad valorem taxation $25,000 of the assessed value of property subject to tangible personal property tax. 18 Page 1200 of 1808 4. Limit increases in the assessed value of non-homestead property to ten percent(10%)per year, subject to certain adjustments. The cap on annual increases is effective for a ten (10) year period, subject to extension by an affirmative vote of the Florida electorate. The limitation on increases in assessed value of non-homestead property, however, does not apply to school district taxes. The amendments approved in January 2008 became effective for the 2008 tax year (2008-2009 fiscal year for local governments). November 2008 Constitutional Amendments In the November 4, 2008 general election, Florida voters approved amendments to the State Constitution to provide the Florida legislature with the authority to create exemptions or protections from special assessment for certain types of property subject to ad valorem taxation, including (i) exemptions for conservation lands and residential wind damage resistance and renewable energy source improvements and (ii) restrictions on the assessment of working waterfront properties. November 2010 Constitutional Amendment In the November 2, 2010 general election, Florida voters approved an amendment to Article VII, Section 4 of the State Constitution to provide an additional homestead exemption to members of the military deployed on active duty outside the United States during the preceding year. The exemption equals the percentage portion of the year that the member of the military was deployed outside the United States. The deployed military amendment became effective on January 1, 2011. 2012 Legislative Amendments In 2012, the Florida Legislature enacted Chapter 2012-193,Laws of Florida(HB 7097). Section 17 of HB 7097 provides that the base$25,000 homestead exemption and the additional$25,000 non-school levy homestead exemption apply before all other homestead exemptions, which are then to be applied in a manner that results in the lowest taxable value. Section 25 of HB 7097 provides that land,buildings and other improvements to real property used exclusively for educational purposes shall be deemed owned by an educational institution for the purpose of an ad valorem exemption if the entity owning one hundred percent (100%) of the land is (i) a nonprofit entity and the land is used, under a ground lease or other contractual arrangement,by an educational institution that owns the buildings and other improvements to the real property; (ii) a nonprofit entity under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended(the"Code"); and (iii)provides education limited to students in pre-kindergarten through eighth grade. Section 26 of HB 7097 grants an exemption to all property of municipalities if used as an essential ancillary function of a facility constructed with fmancing obtained in part by pledging proceeds from the convention development tax, which facility is upon exempt or immune federal, state, or county property. November 2012 Constitutional Amendment In the November 6, 2012 general election, three (3) legislatively-referred Constitutional amendments were approved by the requisite percentage of Florida voters. The amendments were the Florida Veterans Property Tax, Amendment 2 (2012), the Florida Property Tax Exemption for Surviving Spouses,Amendment 9(2012)and the Florida Senior Homestead Tax Exemption,Amendment 11 (2012). The Florida Veterans Property Tax, Amendment 2 (2012), allows for property tax discounts for disabled veterans that were honorably discharged and explicitly extends the rights to ad valorem tax discounts made available in 2012 to all veterans who were residents of Florida prior to their service, and to all combat-disabled veterans currently living in Florida,regardless of whether the veterans were residents 19 Page 1201 of 1808 of Florida prior to their service. A disabled veteran who qualifies for this homestead property tax discount receives a discount equal to the veteran's percentage of disability, as determined by the United States Department of Veterans Affairs. The Florida Property Tax Exemption for Surviving Spouses,Amendment 9 (2012), authorizes the Florida Legislature to totally or partially exempt surviving spouses of military veterans or first responders who died in the line of duty from paying property taxes. The Florida Senior Homestead Tax Exemption, Amendment 11 (2012), enables the Florida Legislature to authorize counties and municipalities to offer additional tax exemptions on the homes of low-income seniors. On January 23, 2013, the Board County Commissioners of the County enacted Ordinance 13-01, which created Section 29- 9 of the Code of Miami-Dade County, Florida(the "County Code"). Section 29-9 provides an additional exemption for persons sixty-five(65)years old and older who (i) have legal or equitable title to real estate located in the County with a just value of less than$250,000; (ii)have maintained such property as their permanent residence for at least twenty-five(25)years;and(iii) have household income that does not exceed the income limitations set forth in State law from time to time. This exemption is in addition to and does not replace the additional senior citizen homestead exemption of$50,000 adopted pursuant to County Ordinance No.07-70 and contained in Section 29-8 of the County Code. 2013 Legislative Amendments Senate Bill 1830. In 2013,the Florida Legislature enacted Senate Bill 1830("SB 1830"), which creates a list of changes to laws affecting ad valorem taxation. Such changes became effective as of July 1, 2013. Some of the changes clarified drafting errors to make laws previously enacted consistent with the intent when enacted. Changes created by SB 1830 were, among others, the following: 1. Long-term lessees were provided the ability to retain the homestead exemption on the property leased, and related assessment limitations and exemptions, in certain instances. 2. The time for property owners to appeal value adjustment board decisions on transfers of assessment limitations was extended to conform with general court filing time frames. 3. An automatic renewal for assessment reductions related to certain additions to homestead properties used as living quarters, for a parent or grandparent was created, with an alignment of related appeal and penalty provisions to those for other homestead exemptions. 4. A statutory requirement that the owner of Florida real property permanently reside upon such property in order to qualify for a homestead exemption was deleted. This change conformed the statute at issue with the Florida Constitution by allowing non-resident owners of property to claim a homestead exemption if a person legally or naturally dependent upon the owner permanently resides on the homestead property. 5. A residency requirement that a senior disabled veteran must have been a Florida resident at the time such veteran entered the service to qualify for certain property tax exemptions was removed. 6. The ability was repealed for a limited liability partnership with a general partner that is a charitable 501(c)(3) organization to qualify for the affordable housing property tax exemption. 20 Page 1202 of 1808 7. An exemption from property taxes was created for property used exclusively for educational purposes when the entities that own the property and the educational facility are owned by the same natural persons. House Bill 277. In 2013, the Florida Legislature enacted House Bill 277 ("HB 277"), which provides that certain renewable energy devices are exempt from being considered when calculating the assessed value of residential property. HB 277 only applies to devices installed on or after January 1, 2013. The exemption created by HB 277 took effect on July 1, 2013. House Bill 1193. In 2013, the Florida Legislature enacted House Bill 1193 ("HB 1193"), which eliminated three(3)ways in which the property appraiser had authority to reclassify agricultural land as non-agricultural land. Additionally, HB 1193 relieved the value adjustment board of the authority to review applications for exemptions on its own motion. The changes in HB 1193 were retroactive to January 1, 2013. Senate Bill 342. In 2013, the Florida Legislature enacted Senate Bill 342 ("SB 342"), which provides for the rental of homestead property for up to thirty (30) days per calendar year without the property being considered abandoned as a homestead. If the homestead property is rented for more than thirty (30) days for two (2) consecutive years, it is considered abandoned as a homestead, and homestead-related ad valorem tax benefits will be lost. SB 342 became effective on July 1, 2013. 2015 Legislative Amendment In 2015, the Florida Legislature enacted HB 361 ("HB 361"), granting certain leasehold interests and improvements to land owned by the United States or an agency thereof, a branch of the U.S. Armed Forces, or a quasi-governmental agency, an exemption from ad valorem taxation. HB 361 exempts such leasehold interests and improvements without the need to apply for the exemption or for the property appraiser to approve the exemption. HB 361 was signed into law on May 21, 2015 and applies retroactively to January 1, 2007. November 2016 Constitutional Amendments In the November 8, 2016 general election, Florida voters approved an amendment to the State Constitution to specify the calculation method a county or municipality may use in determining just value for purposes of the homestead exemption for persons sixty-five (65) years old or older whose household income falls within statutory limitations. The amendment allows a 16w-income,,long-time resident age sixty-five(65)or older to continue receiving an additional$25,000 exemption if the value of the homestead property rises $250,000, either due to changes in the market or because of additions or improvements to the property. In addition,individuals who were granted the exemption in prior years but became ineligible because their homestead property value rose above$250,000, may regain the exemption if they otherwise still qualify. The amendment operates retroactively to January 1, 2013 for any person that received an exemption prior to January 1, 2017. Also in the November 8,2016 general election,Florida voters approved an amendment to the State Constitution to authorize a first responder who is totally and permanently disabled as a result of an injury sustained in the line of duty to receive relief from ad valorem taxes assessed on homestead property. The amendment took effect on January 1, 2017. 21 Page 1203 of 1808 November 2018 Constitutional Amendments In the November 6, 2018 general election, Florida voters approved an amendment to the State Constitution to limit increases in the assessed value of non-homestead property to ten percent (10%) per year, subject to certain adjustments. The cap on annual increases was originally approved for a ten (10) year period as part of the January 2008 Constitutional amendments. The approval on November 6, 2018 made the ten percent(10%)limitation permanent. The limitation on annual increases in the assessed value of non-homestead property became effective on January 1, 2019. The amendments to the Florida Constitution and Florida Statutes described above affect the assessed value of real property subject to ad valorem taxation and the rates that may be used to tax such assessed value. However, such amendments and laws do not affect the City's ability to levy ad valorem taxes(without limitation as to rate or amount)to make all required payments of debt service on its general obligation bonds, including the Series 2023 Bonds. Proposed Amendments There have been numerous amendments to the Constitution of the State affecting ad valorem property taxes in Florida. See "AD VALOREM TAXATION - Recent Property Tax Reform" herein. In addition, Constitutional amendments and legislative measures to expand exemptions from taxation or further restrict ad valorem tax payment requirements have been proposed during most of the recent election cycles and sessions of the Florida legislature. To become effective,amendments to the Constitution of the State, which are required to modify, or to provide the authority to modify, existing ad valorem tax requirements, must be approved by at least sixty percent (60%) of the voters of the State in a general election. There is no way to predict, with any reasonable degree of certainty, if any of the amendments to the Florida Constitution affecting ad valorem taxation that may be presented actually will be presented to and passed by the Florida Legislature, signed by the Governor or approved by sixty percent (60%) of the voters of the State when presented in the next general election. There is also no way to predict, with any reasonable degree of certainty, the actual impact on available ad valorem tax revenues if any of the amendments to the Florida Constitution that may be presented becomes a ballot question that is approved by sixty percent(60%)of the voters of Florida. However,the City is not aware of any planned legislative measure or amendment to the Florida Constitution that would have a material, adverse impact on its collection of ad valorem tax revenues. Moreover, passage of any proposed amendment would not legally prevent the City from levying ad valorem taxes (without limitation as to amount) to make alI required payments of debt service on its general obligation bonds, including the Series 2023 Bonds. Voter Approved Debt The City has the authority to increase its millage levy for debt supported by unlimited ad valorem taxes, which includes the Series 2023 Bonds. Any limitations, exemptions or adjustments pertaining to millage rates otherwise provided in State law do not affect the ability of the City to levy and collect ad valorem taxes in amounts sufficient to pay principal of, and interest on, the Series 2023 Bonds. In addition the City may present referenda to its electors in the future to authorize the issuance of general obligation bonds to finance the costs of acquiring,constructing or implementing the capital projects described in such referenda. The general obligation bonds approved by referendum, when issued,will be secured by the City's separate irrevocable pledge of its full faith, credit and taxing power to the punctual payment of the principal of and interest on such bonds, in the same manner as the Series 2023 Bonds. See "SECURITY AND SOURCES OF PAYMENT"herein. 22 Page 1204 of 1808 The following schedule reflects the total assessed value and total taxable value for operating millage of the City's taxable property in each of the past ten (10) Fiscal Years. City of Miami Beach,Florida Assessed Value And Actual Value of Taxable Propertym (in thousands of dollars) Real Property Exemptions Save Our Fiscal Homes Less Other Total Total Year Value of Amendment Tax Adjustments Taxable Direct Ended Residential Commercial Industrial Other Taxable Excluded Exempt to Assessed Tax September 30 Property Property Property Property Property Value '=' Property Just Value Value Rate"' 2013 $20,334,542 S 6,246,840 $38,810 $2,713,143 $29,333,335 $2,311,720 $2,615,045 $1,334,248 $23,072,322 6.3477 2014 22,262,896 6,870,554 34,051 2,776,696 31,944,197 2,787,123 2,507,009 1,993,488 24,656,577 6.1163 2015 26,372,550 7,457,822 31,671 3,004,039 36,866,082 3,888,518 2,478,873 3,394,820 27,103,871 6.0237 2016 31,699,064 9,389,064 43,114 3,516,886 44,648,127 5,649,696 2,504,591 5,795,949 30,697,891 5.9123 2017 36,227,540 10,081,176 55,583 4,012,695 50,376,994 6,835,074 2,601,055 6,243,108 34,697,757 5.8888 2018 36,319,906 11,028,601 54,118 3,956,081 51,358,706 6,236,526 2,642,773 5,082,345 37,397,062 5.8888 2019 35,233,234 11,631,382 52,018 4,360,443 51,277,077 5,033,773 2,756,878 3,387,534 40,098,892 5.8888 2020 34,930,988 12,108,591 53,204 4,453,591 51,546,374 4,425,609 3,061,436 2,316,331 41,742,998 6.0221 2021 35,505,640 11,165,123 59,878 4,378,893 51,109,534 4,467,511 3,069,788 1,705,561 41,866,674 6.0515 2022 45,685,550 9,720,774 66,570 4,738,337 60,211,231 6,781,434 3,191,341 3,693,792 46,544,694 6.0515 Source: City of Miami Beach,Florida Annual Comprehensive Financial Report for the Fiscal Year ended September 30, 2022. (1) Increases in assessed value for homestead property are limited to three percent (3%) per year or the percentage change in the Consumer Price Index,whichever is less. For non-homestead property,increases in assessed value are limited to ten percent(10%) annually. See"- Levy of Ad Valorem Taxes" and "- Recent Property Tax Reform" in this Section for a description of various limitations on the assessed value of property imposed by Florida law. (2) See"-Recent Property Tax Reform"in this Section for a description of the Save Our Homes Amendment. (3) See"-Millage Rates"in this Section for the components of the total direct tax rate and the amount levied for each component. [Remainder of page intentionally left blank] 23 Page 1205 of 1808 Millage Rates The County assesses and collects all ad valorem taxes within the County. While only one(1)tax bill per property owner emanates from the County, the bill represents ad valorem taxes levied by the County and other taxing authorities within or coterminous with the County, which includes the City. The following table shows the tax millage rates for the Fiscal Years 2013 - 2022 within the City. City of Miami Beach,Florida Direct and Overlapping Property Tax Rates ($1 per$1,000 of Assessed Value) City of Miami Beach Direct Rates Overlapping Rates* Tax Roll Fiscal Year Debt Total School Year as of Ended Operating Service Direct District County State January 1 September 30 MilIage Millage Millage Millage Millage Millage Total 2012 2013 6.0909 0.2568 6.3477 7.9980 5.6610 0.4634 20.4701 2013 2014 5.8634 0.2529 6.1163 7.9770 5.7980 0.4455 20.3368 2014 2015 5.7942 0.2295 6.0237 7.9740 5.9009 0.4187 20.3173 2015 2016 5.7092 0.2031 5.9123 7.6120 5.9009 0.387I 19.8123 2016 2017 5.7092 0.1796 5.8888 7.3220 5.8509 0.3627 19.4244 2017 2018 5.7224 0.1664 5.8888 6.9940 5.8182 0.3420 19.0430 2018 2019 5.7288 0.1600 5.8888 6.7330 5.8568 0.3256 18.8042 2019 2020 5.7288 0.2933 6.0221 7.1480 5.8969 0.3115 19.3785 2020 2021 5.7288 0.3227 6.0515 7.1290 5.8796 0.2995 I9.3596 2021 2022 5.7626 0.2889 6.0515 7.0090 5.9584 0.2892 19.3081 Source: City of Miami Beach, Florida Annual Comprehensive Financial Report for the Fiscal Year ended September 30, 2022 and Miami-Dade County Property Appraiser's Millage Tables. * Overlapping rates are those of local and county governments that apply to property owners within the City. Not all overlapping rates apply to all City property owners. Tax Collection Except as otherwise described under"AD VALOREM TAXATION-Levy of Ad Valorem Taxes" herein, all ad valorem taxes become due and payable on November 1 and become delinquent on the following April 1. Once delinquent, ad valorem tax payments bear interest at not more than eighteen percent (18%) per annum until a tax certificate is sold, with respect to real property taxes, or until paid, with respect to personal property taxes. All taxes collected are distributed by the County Tax Collector to the applicable taxing units. 24 Page 1206 of 1808 It is the County Tax Collector's duty on or before June 1 of each year to advertise and sell tax certificates on real property tax delinquencies extending from the previous April 1. Delinquent taxes may be paid by property owners prior to the sale of tax certificates upon payment of all costs, delinquent taxes and interest at the rate of not more than eighteen percent(18%) per annum. A tax certificate must be for an amount not less than the taxes due on the applicable property,plus interest from the date of delinquency to the date of sale of the certificate, together with the cost of advertising and expense of the sale. Each tax certificate is awarded to the bidder paying the above amounts and who accepts the lowest interest to be borne by the tax certificate after its sale. If there are no bidders,the County must hold,but not pay for, such tax certificates. Thereafter, the County may sell such tax certificates to the public at any time at the principal amount thereof plus interest at not more than eighteen percent(18%)per annum and a fee. With respect to personal property tax delinquencies, such delinquent taxes must be advertised within forty-five (45) days after delinquency. After May 1, personal property for which taxes are delinquent is subject to warrant, levy, seizure and sale. Tax certificates held by persons other than the County may be redeemed and cancelled by any person prior to the time a tax deed is issued upon payment of the face amount of the tax certificate, plus interest, costs and other charges. Holders of tax certificates, other than the County, which have not been redeemed may, at any time after two (2)years but prior to seven (7) years from the date'of issue, file an application for a tax deed with the County Tax Collector upon payment of all other outstanding tax certificates on such property,plus interest,any omitted taxes plus interest,and delinquent taxes plus interest covering the real property. Thereafter, the property is advertised for public sale at auction to the highest bidder, subject to certain minimum bids. If there are no other bidders, the holder of the tax certificate receives title to the property. If the tax certificate is held by the County and the County has not succeeded in selling it within two(2)years,the County may apply for a tax deed upon payment of all applicable costs and fees but not any amount to redeem the tax certificate. Such property is then also advertised for public sale to the highest bidder, subject to certain minimum bids. If there are no other bidders,the County may purchase the property for the minimum bid. In the case of unsold properties, after seven (7) years the County will take title to such properties. [Remainder of page intentionally left blank] 25 Page 1207 of 1808 The following table summarizes the City's tax levies and collections for the past ten (10) years. City of Miami Beach,Florida Property Tax Levies and Collections Collected within Total Fiscal Year of Levy Collections to Date* Collections Tax Roll Fiscal Year Taxes in Year as of Ended Levied for Percentage Subsequent Percentage January 1 September 30 Fiscal Year Amount of Levy Years Amount of Levy 2012 2013 $139,133,369 $ 130,317,166 93.66% $:2,619,987 $ 132,937,153 95.55% 2013 2014 143,266,670 139,729,175 97.53 3,566,751 143,295,926 100.02 2014 2015 155,102,311 151,761,695 97.85 4,951,431 156,713,126 101.04 2015 2016 172,420,383 168,150,832 97.52 7,115,159 175,265,991 101.65 2016 2017 194,111,744 187,054,786 96.36 7,693,819 194,748,605 100.33 2017 2018 209,212,631 195,128,303 93.27 7,533,136 202,661,439 96.87 2018 2019 217,551,576 201,846,093 92.78 12,966,522 214,812,615 98.74 2019 2020 238,811,488 217,016,119 90.87 8,445,549 225,461,668 94.41 2020 2021 236,515,128 230,229,805 97.34 7,624,865 237,854,670 100.57 2021 2022 267,581,955 233,086,755 87.11 N/A 233,086,755 87.11 Source: City of Miami Beach, Florida Annual Comprehensive Financial Report for the Fiscal Year ended September 30, 2022. * Amounts represent total collections in each year, which may include amounts levied but not collected in prior years. [Remainder of page intentionally left blank] 26 Page 1208 of 1808 The following table summarizes the City's ad valorem tax rates and levies for the past ten (10) Fiscal Years. City of Miami Beach,Florida Statement of Property Tax Levies and Rates Fiscal Year Ended General Fund Debt Service Fund Total September 30 Tax Levy Millage Tax Levy Millage Tax Levy Millage 2013 $133,504,645 6.0909 $ 5,628,724 0.2568 $139,133,369 6.3477 2014 137,342,804 5.8634 5,923,866 0.2529 143,266,670 6.1163 2015 149,192,989 5.7942 5,909,322 0.2295 155,102,311 6.0237 2016 166,497,378 5.7092 5,923,005 0.2031 172,420,383 5.9123 2017 188,191,613 5.7092 5,920,131 0.1796 194,111,744 5.8888 2018 203,300,903 5.7224 5,911,728 0.1664 209,212,631 5.8888 2019 211,640,651 5.7288 5,910,924 0.1600 217,551,575 5.8888 2020 218,232,608 5.7288 11,172,955 0.2933 229,405,563 6.0221 2021 227,180,428 5.7288 12,796,942 0.3227 239,977,370 6.0515 2022 229,197,855 5.7626 11,490,518 0.2889 240,688,373 6.0515 2023 257,146,635 5.8155 10,435,320 0.2360 267,581,955 6.0515 Source: City of Miami Beach, Florida Finance Department. The table on the following page sets forth the computation of direct and overlapping debt of the City for the Fiscal Year ended September 30, 2022. [Remainder of page intentionally left blank] 27 Page 1209 of 1808 City of Miami Beach,Florida Computation of Direct and Overlapping Debt Direct Debt General Obligation Indebtedness Public Improvement Bonds $ 158,600,000 Public Improvement Bonds Premium 15,530,554 Total General Obligation Indebtedness $ 174,130,554 Non-Self Supporting Indebtedness`) Bonds Tax Increment Revenue Bonds $ 299,415,307 Resort Tax Bonds 184,927,279 Loans and Leases 2020 Parking Refunding Loan(Series 2010 Bonds) 30,146,542 2020 Energy Savings Loan 4,433,716 'Equipment Loan 10,310,356 Clean Water State Revolving Loan 5,906,888 GASB 87 -Lease Obligation 18,474,605 Total Non-Self-Supporting Indebtedness 553,614,693 Total Direct Indebtedness $ 727,745,247 Overlapping Debt° Miami-Dade County Total General Obligation Indebtedness $2,338,333,078 Percent Applicable to the City(3) 12.317% 288,012,485 Total School District General Obligation Indebtedness 836,862,000 Percent Applicable to the City° 12.317% 103,076,293 Total Net Non-Self Supporting Indebtedness 3,175,195,078 Percent Applicable to the City(3) 12.317% 391,088,778 Total Overlapping Debt 782,177,556 Total Direct and Overlapping Debt $1.509,922,803 Source: City of Miami Beach,Florida Annual Comprehensive Financial Report for the Fiscal Year ended September 30,2022. (1) Net of any premium and discount. (2) All debt listed as overlapping debt is secured either solely by a tax source or by a combination of self- supporting revenues and a tax source. (3) Based on 2022 assessed valuation amounts for the City and the County. [Remainder of page intentionally left blank] 28 Page 1210 of 1808 The following table summarizes the direct and overlapping debt of the City for the Fiscal Year ended September 30, 2022. City of Miami Beach,Florida Summary of Direct and Overlapping Debt Financial Parameters Population(2021). 80,671 Total Assessed Value of Property $60,211,231,198 Total Taxable Value of Property(Excluding Exemptions). $46,544,694,070 Financial Ratios Percent of Percent of Assessed Taxable Amount Value Value Per Capita Direct Debt Ad Valorem $ 174,130,554 0.29% 0.37% $ 2,158 Non-self supporting 553,614,693 0.92 1.19 6,863 Total Direct Debt 727,745,247 1.21 1.56 9,021 Total Overlapping Debt 782,177,556 1.30 1.68 9,696 Total Direct and Overlapping Debt $1,509,922,803 2.51% 3.24% $18.717 Valuation Total Assessed Value of Property $60,211,231,198 — 129.36% $746,380 Total Taxable Value of Property (Excluding Exemptions). $46,544,694,070 77.30% — $576,969 Source: City of Miami Beach,Florida Finance Department. [Remainder of page intentionally left blank] 29 Page 1211 of 1808 The following tables summarize the ten (10) largest taxpayers in the City, the assessed value of such property, and such property's percentage of the assessed value of all taxable property in the City for the Fiscal Year ended September 30, 2022 and, for comparison, for the Fiscal Year ended September 30, 2013. City of Miami Beach Ten Largest Taxpayers Fiscal Year 2022 Percentage of Taxable City's Certified Assessed Taxable Taxpayer Value Assessed Value Fontainebleau Florida Hotel LLC $ 308,168,121 0.66% Florida Power&Light Company 274,231,223 0.59 MB Redevelopment Inc. 221,000,000 0.47 SB Hotel Owner LP 192,473,995 0.41 2201 Collins Fee LLC 170,945,363 0.37 PDS Development LLC 143,394,878 0.31 Playa Retail Investments LLC 134,111,102 0.29 1111 Lincoln LLC 125,100,407 0.27 3201 Hotel LLC 119,861,157 0.26 Southgate Towers Hotel and Apartments 109,110,251 0.23 TOTAL $1,798,396,497 3.86% Source: City of Miami Beach, Florida Annual Comprehensive Financial Report for the Fiscal Year ended September 30,2022. [Remainder of page intentionally left blank] 30 Page 1212 of 1808 City of Miami Beach Ten Largest Taxpayers Fiscal Year 2013 Percentage of Taxable City's Certified Assessed Taxable Taxpayer Value Assessed Value Fontainebleau Florida Hotel LLC $ 254,563,110 1.10% 2201 Collins Fee LLC 209,000,000 0.91 MB Redevelopment Inc. /Loews Hotel 193,993,016 0.84 Sandy Lane Residential LLC 179,758,780 0.78 Florida Power&Light Company 110,660,000 0.48 Di Lido Beach Hotel Corp. 88,572,000 0.38 MCZ/Centrum Flamingo II LLC 86,900,000 0.38 Eden Roc LLP 72,600,000 0.31 MCZ/Centrum Flamingo III LLC 68,000,000 0.29 RP Hotel Holdings LLC 63,500,000 0.28 TOTAL $1,327,546,906 5.75% Source: City of Miami Beach, Florida Annual Comprehensive Financial Report for the Fiscal Year ended September 30,2022. FUTURE BOND ISSUES The Series 2023 Bonds constitute the first issuance of the Arts and Cultural Facilities General Obligation Bonds. The remaining amount of Arts and Cultural Facilities General Obligation Bonds authorized to be issued after issuance of the Series 2023 Bonds is expected to be utilized by the City to issue one or more additional series of Arts and Cultural Facilities General Obligation Bonds to finance additional Arts and Cultural Facilities Projects. In addition, each of the projects financed with a portion of the proceeds of the Series 2019 General Obligation Bonds have authorization remaining for additional general obligation bonds to be issued to finance such projects. See"INTRODUCTION"herein. The City has not determined when its next issuance of general obligation bonds will occur, how many series will be issued, or the aggregate principal amount expected to be issued in each series. In addition to the authorization remaining after issuance of the Series 2023 Bonds to issue additional Arts and Cultural Facilities General Obligation Bonds,after issuance of the Series 2019 General Obligation Bonds, approximately $300,000,000 in the aggregate remained in authorization to issue additional general obligation bonds to fmance the categories of projects financed with a portion of the proceeds of the'Series 2019 General Obligation Bonds. All of the general obligation bonds to be issued by the City, including the Series 2023 Bonds, shall be secured by the City's irrevocable pledge of its full faith, credit and taxing power to the punctual payment of the principal of and interest on such general obligation bonds. See"SECURITY AND SOURCES OF PAYMENT" herein. 31 Page 1213 of 1808 In addition to the general obligation bonds to be issued by the City in the future, the City has a multi-year capital improvement plan to upgrade the facilities of its water and sewer utility and, similarly, a multi-year capital improvement plan to upgrade the facilities of its stormwater utility. The City also has plans to upgrade the facilities of its parking system. Among other sources expected to be used to finance such upgrades,the_City expects to issue revenue bonds to finance water and sewer utility,stormwater utility and parking facility improvements. The City has not determined when its next issuance of revenue bonds will occur,how many series will be issued,or the aggregate principal amount expected to be issued in each series. However, when issued, the City's revenue bonds will be solely secured by and payable from revenues and other monies of the City's enterprise for which improvements shall be financed with the issuance of such revenue bonds. For example,revenue bonds issued for improvements to the City's water and sewer utility will be payable from and secured solely by revenues (or to the extent legally available, impact fees) and income generated by the City's water and sewer system. PENSION AND OTHER POST EMPLOYMENT BENEFITS 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, are 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 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: [Remainder of page intentionally left blank] 32 Page 1214 of 1808 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 1,185 Total members 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 fmal 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. 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%) 33 Page 1215 of 1808 of their fmal 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 fmal 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 fmal average monthly earnings. Any Employee Plan First 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. _ 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 first 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. 34 Page 1216 of 1808 Net Pension Liability. 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 — — — Difference between Actual and Expected Experience (1,635,336) (3,398,414) 1,117,690 18,961 Assumption Changesm — (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 $ 31,892,485 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 $ 88,446,616 $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 next page. 35 Page 1217 of 1808 (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.miamibcachfl.gov/financc. 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 36 Page 1218 of 1808 member's average monthly salary, as defined in the Police and Firefighters' Plan ordinance, for each of 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' Man 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 37 Page 1219 of 1808 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. 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 I.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 Firefighters'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. • 38 Page 1220 of 1808 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. 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) $1.184,024375 $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. 39 Page 1221 of 1808 (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.miamibcachfl.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 40 Page 1222 of 1808 longer offered to new employees of the City. Employees participating in the Section 401(a) Defined 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 - Defmed 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 Defmed 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 Year ended September 30, 2022. 41 Page 1223 of 1808 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 fmancial 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 fmancial 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. 42 Page 1224 of 1808 Funding 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] 43 Page 1225 of 1808 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 Changesm (104,580,036) 11,341,135 70,563,191 212,252,691 Benefit Payments (15,684,233) (14,439,769) (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 $487.686,998 $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) (88,918) 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 $ 40,398,372 $ 35,700,869 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 PayrolF) $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: www.miamibcachfl.gov/financc. (2) Employees do not contribute to OPEB. [Remainder of page intentionally left blank] 44 Page 1226 of 1808 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 fmancial 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. INVESTMENT CONSIDERATIONS General The City's ability to receive revenues in amounts sufficient to pay all of its outstanding obligations, including, without limitation, the Series 2023 Bonds depends upon many factors, a substantial number of which are not within the control of the City. The following discussion provides information relating to certain factors that could negatively impact the City or its ability to satisfy existing or future financial obligations. 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 2023 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 2023 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 complete documents referenced or summarized herein), for a more complete description of the investment considerations relevant to purchasing the Series 2023 Bonds. Copies of any documents referenced or summarized in this Official Statement are available from the City. See"INTRODUCTION" herein. Notwithstanding the foregoing, the impact to the City from any of the investment considerations described herein will not affect the City's ability to levy ad valorem taxes(without limitation as to rate or amount)to make all required payments of debt service on its general obligation bonds,including the Series 2023 Bonds. Infectious Disease Outbreak In December,2019 a respiratory disease caused by a novel strain of coronavirus was first reported in China. The disease was declared a Public Health Emergency of International Concern on January 30, 2020, named "COVID-19" on February 11, 2020, and declared a pandemic on March 10, 2020, each by the World Health Organization. During the month of March, 2020, emergency declarations were issued by the federal government,the State,the County and municipalities within the County, including the City. Following such declarations, state and local governments implemented unprecedented, formal restrictions to limit human contact. Such restrictions have since been lifted throughout the State and within the City, although certain federal restrictions remain in effect and some businesses maintain limited restrictions. The outbreak of COVID-19 affected travel, commerce and fmancial markets globally. As a result of the City's heavy dependence on the tourism and hospitality industries, the COVID-19 pandemic had a significant adverse impact on the City's resort tax, convention center,parking, and general fund revenues. In response, the City revised its revenue projections and implemented various budget balancing plans. Such measures enabled the City to balance its Fiscal Year 2020 General Fund by using only approximately $300,000 of General Fund reserves and its Resort Tax Fund by using only approximately$5.0 million of 45 Page 1227 of 1808 Resort Tax Fund reserves. 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 which has been received by the City. ARPA funds were used to cover revenue shortfalls caused by the impacts of COVID-19 and COVID-19 related shortfalls through the Fiscal Year ended September 30, 2022. While the budget balancing measures,CARES Act and ARPA funding described above helped the City address certain negative impacts of COVID-19 on the financial and operating condition of the City that were experienced or projected,the total or long-term negative impact on the City of COVID-19 cannot be predicted with any reasonable degree of certainty. Although many of the effects of COVID-19 were temporary, the COVID-19 pandemic altered the behavior of businesses and people in a manner that continues to affect global and local economies, including, without limitation, the supply of certain goods and services, labor issues and inflation. In addition, while the foregoing describes certain effects related to the COVID-19 pandemic,similar 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, if the negative impact continued, would not materially adversely affect real estate values in the City or the ability of the City to collect ad valorem tax revenues as currently contemplated. In addition, no assurance can be given that an outbreak of some other contagious disease, epidemic or pandemic would not have a similar or even greater negative impact. However, see "SECURITY AND SOURCES OF PAYMENT"herein. 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, as are officials at the County. 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 to climate change, the City developed three(3) areas of concentration: (i) accessing the best available science and engineering; (ii) addressing critical public 46 Page 1228 of 1808 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 is a Steering Committee member of 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 network 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 is currently being implemented. The City continues to work closely with the 100 Resilient Cities - network to'plan measures designed to alleviate the shocks and stresses generated by the effects of climate change. i 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"USACE") is currently conducting an estimated $40,468,000 renourishment project with the County to address certain high erosion areas in the County. The entire project is anticipated to be completed in phases during the next few years. The USACE is also working with the County and the City to evaluate alternatives for its Miami-Dade County Back Bay Coastal Storm Risk Management Feasibility Study to reauthorize the next fifty(50) years of beach management. Such alternatives are intended to incorporate protections to combat storm surge and sea level rise. The protections are expected to include beach renourishment and non-structural alternatives, such as elevation increases and coastline floodproofmg, including reinforcing the dune system, road elevation, off-shore protections,and storm surge barrier gates. 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 grant to help maintain the dune system and has allocated additional funding for dune management. In July 2020, the first of the current beach renourishment projects for the County was completed. Such project brought approximately 305,000 cubic yards of sand to the most heavily eroded sections of the beach. Completion of the next large-scale beach renourishment project in the County, which is 47 Page 1229 of 1808 currently underway, is slated to bring approximately 806,000 cubic yards of sand to the most heavily eroded sections of the beach. For the past five (5) years the City has operated in an aggressive manner to address the critical infrastructure needs of some of the more vulnerable areas on the west side of the City. Having addressed those most vulnerable areas, the City is currently developing and implementing 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 integrating nature based shorelines with seawalls, further fortifying resilience and improving environmental resources. In addition, the City is updating 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 update is expected to be completed in 2024 and continue to inform the City's climate change and resiliency investments. The current stormwater program for the City includes a total of eighty-three (83) pump stations, of which forty-eight (48) have been constructed and are in operation. The City also continues to use twenty-two(22)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. In 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 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 Agency ("FEMA")requirement;(ii)a minimum FEMA freeboard requirement for new construction and significant 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. 48 Page 1230 of 1808 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 floodproofmg 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 various scientific studies that forecast climate change and its adverse effects,including severe storms, sea level rise and flooding risks,are based on assumptions contained in such studies. Actual events, however, may vary materially from such forecasts. In addition, the scientific understanding of climate change and its effects continues to evolve. The City is able to utilize regional projections of the Compact that incorporate National Oceanic and Atmospheric Administration(NOAA)projections to plan infrastructure improvements for 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 fmancial condition of the City and the local economy during the term of the Series 2023 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. 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 49 Page 1231 of 1808 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 intemet 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. Inflation and Supply Chain Issues The United States is currently experiencing high levels of inflation,which is having an impact on the cost of goods and services,including,without limitation,the acquisition and installation of construction materials and products. Such impact could affect the assessed value of property within the City and the revenue such property is able to generate,as inflationary pressures reduce business and consumer appetites to engage in new construction projects and upgrade existing properties. In addition, the City may be adversely impacted by the current supply chain challenges related to the delivery of goods, services (including labor availability and cost) and construction materials. Deliveries may be delayed, which has a potential to impact the completion of projects generally, including the Series 2023 Project. How long such inflationary pressures and supply chain issues will exist and what adverse impact they will have on construction projects, fmances and economic growth within the City, if any, cannot be predicted with any reasonable degree of certainty at this time. However,see"SECURITY AND SOURCES OF PAYMENT" herein. 50 Page 1232 of 1808 TAX MATTERS Series 2023A Bonds General In the opinion of Squire Patton Boggs(US)LLP, Bond Counsel,under existing law(i)interest on the Series 2023A 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 2023A 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 2023A 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 2023A 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 2023A 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 2023A Bonds being included in gross income for federal income tax purposes retroactively to the date of issuance of the Series 2023A Bonds. The City has covenanted to take the actions required of it for the interest on the Series 2023A 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 2023A 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 2023A Bonds or the market value of the Series 2023A Bonds. Interest on the Series 2023A 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 51 Page 1233 of 1808 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 2023A Bonds. Bond Counsel will express no opinion regarding those consequences. Payments of interest on tax-exempt obligations, including the Series 2023A Bonds, are generally subject to IRS Form 1099-INT information reporting requirements. If a Series 2023A 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 2023A Bonds ends with the issuance of the Series 2023A Bonds, and,unless separately engaged, Bond Counsel is not obligated to defend the City or the owners of the Series 2023A 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 2023A Bonds, under current IRS procedures, the IRS will treat the City as the taxpayer and the beneficial owners of the Series 2023A 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 2023A 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 2023A Bonds. Prospective purchasers of the Series 2023A Bonds upon their original issuance at prices other than the respective prices indicated on the inside cover of this Official Statement, and prospective purchasers of the Series 2023A 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 2023A Bonds. There can be no assurance that legislation enacted or proposed, or actions by a court,after the date of issuance of the Series 2023A Bonds will not have an adverse effect on the tax status of interest or other income on the Series 2023A Bonds or the market value or marketability of the Series 2023A 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 2023A Bonds from gross income for federal or state income tax purposes for all or certain taxpayers. For example, federal tax legislation that was enacted on December 22,2017 reduced corporate tax rates, modified individual tax rates, eliminated many deductions, repealed the corporate alternative minimum tax that was in effect at that time, and eliminated the tax-exempt advance refunding of tax-exempt bonds and tax-advantaged bonds, among other things. Additionally, investors in the Series 2023A 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 2023A Bonds for federal income tax purposes for all or certain taxpayers. In all such events, the market value of the Series 2023A Bonds may be affected and the ability of holders to sell their Series 2023A Bonds in the secondary market may be reduced. 52 Page 1234 of 1808 Investors should consult their own fmancial and tax advisors to analyze the importance of these risks. Original Issue Discount and Original Issue Premium Certain of the Series 2023A Bonds("Discount Series 2023A Bonds") may be offered and sold to the public at an original issue discount ("OID"). OID is the excess of the stated redemption price at maturity(the principal amount)over the "issue price" of a Discount Series 2023A Bond. The issue price of a Discount Series 2023A 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 2023A 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 2023A 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 2023A 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 2023A 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 2023A Bond. A purchaser of a Discount Series 2023A Bond in the initial public offering at the issue price (described above) for that Discount Series 2023A Bond who holds that Discount Series 2023A Bond to maturity will realize no gain or loss upon the retirement of that Discount Series 2023A Bond. Certain of the Series 2023A Bonds("Premium Series 2023A 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 2023A Bond,based on the yield to maturity of that Premium Series 2023A Bond (or, in the case of a Premium Series 2023A 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 2023A Bond), compounded semiannually. No portion of that bond premium is deductible by the owner of a Premium Series 2023A 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 2023A Bond, the owner's tax'basis in the Premium Series 2023A 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 2023A Bond for an amount equal to or less than the amount paid by the owner for that Premium Series 2023A Bond. A purchaser of a Premium Series 2023A Bond in the initial public offering who holds that Premium Series 2023A Bond to maturity (or, in the case of a callable Premium Series 2023A Bond, to its earlier call date that results in the lowest yield on that Premium Series 2023A Bond) will realize no gain or loss upon the retirement of that Premium Series 2023A Bond. Owners of Discount Series 2023A Bonds and Premium Series 2023A Bonds should consult their own tax advisors as to the determination for federal income tax purposes of the existence of OID or bond premium, the determination for federal income tax purposes of the amount of OID or bond premium properly accruable or amortizable in any period with respect to the Discount Series 2023A Bonds or Premium Series 2023A 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. [Remainder of page intentionally left blank] 53 Page 1235 of 1808 Series 2023B Bonds General In the opinion of Squire Patton Boggs (US) LLP, Bond Counsel, under existing law: (i) interest on the Series 2023B Bonds is not excluded from gross income for federal income tax purposes; and (ii) the Series 2023B Bonds and the income thereon are exempt from taxation under the laws of the State of Florida, except estate taxes imposed by Chapter 198, Florida Statutes, as amended, and net income and franchise taxes imposed by Chapter 220,Florida Statutes,as amended. Bond Counsel expresses no opinion as to any other tax consequences regarding the Series 2023B Bonds. The legal defeasance of the Series 2023B Bonds might result in a deemed sale or exchange of the Series 2023B Bonds under certain circumstances;owners of the Series 2023B Bonds should consult their tax advisors as to the federal income tax consequences of such an event. Prospective purchasers of the Series 2023B Bonds should consult their tax advisors as to the federal, state and local, and foreign tax consequences of their acquisition, ownership and disposition of the Series 2023B Bonds. The following discussion is generally limited to "U.S. owners," meaning beneficial owners of Series 2023B Bonds that for United States federal income tax purposes are either individual citizens or residents of the United States or corporations or other entities taxable as corporations created or organized in or under the laws of the United States or any state thereof (including the District of Columbia). Partnerships (including entities treated as partnerships for United States federal income tax purposes) holding Series 2023B Bonds, and partners in such partnerships, and estates or trusts holding Series 2023E Bonds,and beneficiaries of such estates or trusts,should consult their tax advisors regarding the. tax consequences of an investment in the Series 2023B Bonds (including their status as U.S. owners). Prospective purchasers of the Series 2023B Bonds upon their original issuance at prices other than the respective prices indicated on the inside cover of this Official Statement, and prospective purchasers of the Series 2023B 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. Payment of Interest In general, interest paid or accrued on the Series 2023B Bonds, including qualified stated interest on Discount Series 2023B Bonds (as defined below), if any, will be treated as ordinary income to U.S. owners. A U.S. owner using the accrual method of accounting for U.S. federal income tax purposes must include interest paid or accrued on the Series 2023B Bonds in ordinary income as the interest accrues, while a U.S. owner using the cash receipts and disbursements method of accounting for U.S. federal income tax purposes must include interest in ordinary income when payments are received or constructively received by the owner, except as described below under the subsection captioned "Series 2023B Bonds Original Issue Discount and Original Issue Premium." Series 2023B Bonds Original Issue Discount and Original Issue Premium Certain of the Series 2023B Bonds("Discount Series 2023B Bonds")may be offered and sold to the public at an OID. OLD is the excess of the stated redemption price at maturity(the principal amount) over the"issue price"of a Discount Series 2023B Bond,provided that excess equals or exceeds a statutory de minimis amount (one-quarter of one percent of the Discount Series 2023B Bond's stated redemption price at maturity multiplied by the number of complete years to its maturity(or, if required by applicable Treasury Regulations, to an earlier call date)). The issue price of a Discount Series 2023B Bond is the initial offering price to the public (other than to bond houses, brokers or similar persons acting in the 54 Page 1236 of 1808 capacity of underwriters or wholesalers)at which a substantial amount of the Discount Series 2023B 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 2023B 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 time a U.S. owner owns a Discount Series 2023B Bond (i) is interest includable in the U.S. owner's gross income for federal income tax purposes, and (ii) is added to the U.S. owner's tax basis for purposes of determining gain or loss on the maturity,redemption, sale, or other disposition of the Discount Series 2023B Bond. The effect of OID is to accelerate the recognition of taxable income for a U.S. owner who uses the cash method of accounting during the term of the Discount Series 2023B Bond. Certain of the Series 2023B Bonds ("Premium Series 2023B Bonds")may be offered and sold to the public at a price in excess'of their stated redemption price at maturity(the principal amount). If a U.S. owner purchases a Premium Series 2023B Bond, that owner will be considered to have purchased such Premium Series 2023B Bond with"amortizable bond premium"equal in amount to such excess. The U.S. owner may elect(which election shall apply to all securities purchased at a premium by such U.S. owner), in accordance with the applicable provisions of Section 171 of the Code, to amortize that premium as an offset to the interest payments on the Premium Series 2023B Bond using a constant yield to maturity method over the remaining term of the Premium Series 2023B Bond(or,if required by applicable Treasury Regulations, to an earlier call date). Pursuant to Section 67(b)(11) of the Code, the amortization of that premium is not considered a miscellaneous itemized deduction. Any amortization of bond premium will reduce the basis of the Premium Series 2023B Bond pursuant to Section 1016(a)(5) of the Code. Owners of Discount Series 2023B Bonds and Premium Series 2023E Bonds should consult their own tax advisors as to the determination for federal income tax purposes of the existence of OID or bond premium, the determination for federal income tax purposes of the amount of OID or bond premium properly accruable or amortizable in any period with respect to the Discount Series 2023B Bonds or Premium Series 2023B 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. Sale, Exchange,Retirement or Other Taxable Disposition of Series 2023B Bonds Upon the sale, exchange, retirement or other taxable disposition of a Series 2023B Bond, a U.S. owner will recognize gain or loss equal to the difference between the amount realized from the sale, exchange, retirement or other disposition and the owner's adjusted basis in the Series 2023B Bond or applicable portion of the adjusted basis. The owner's adjusted basis generally will equal the cost of the Series 2023B Bond to the owner,increased by any Off) includible in the owner's ordinary income for the Series 2023B Bond and reduced by any principal payments on the Series 2023B Bond previously received by the owner(including any other payments on the Series 2023B Bond that are not qualified stated interest payments) and by any amortizable bond premium allowed as a deduction as described above under the subsection captioned"Series 2023B Bonds Original Issue Discount and Original Issue Premium." Any gain or loss recognized upon a sale, exchange, retirement or other disposition of a Series 2023B Bond (excluding amounts attributable to accrued interest or OID) will generally be capital gain or loss and will be long-term capital gain or loss if the U.S. owner's holding period in the Series 2023B Bond exceeds one year. Long-term capital gains of individuals are currently eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. 55 Page 1237 of 1808 Information Reporting and Backup Withholding General information reporting requirements will apply to payments of principal and interest made on the Series 2023B Bonds and the proceeds of the sale of Series 2023B Bonds to non-corporate holders of the Series 2023B Bonds, and "backup withholding," currently at a rate of 24%, will apply to such payments if the owner fails to provide an accurate taxpayer identification number in the manner required or fails to report all interest required to be shown on its federal income tax returns. A beneficial owner of Series 2023B Bonds that is a U.S. owner generally can obtain complete exemption from backup withholding by providing a properly completed IRS Form W-9 (Request for Taxpayer Identification Number and Certification). Medicare Tax Affecting U.S. Owners A U.S. owner that is an individual is subject to a 3.8% Medicare tax on the lesser of(1) the U.S. owner's "net investment income" for the taxable year and (2) the excess of the U.S. owner's modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals is between $125,000 and $250,000, depending on the individual's circumstances). A U.S. owner's net investment income generally includes interest income on, and net gains from the disposition of, Series 2023B Bonds, unless such interest income or net gains are derived in the ordinary course of a trade or business(other than a trade or business that consists of certain passive or trading activities). A U.S. owner that is an individual should consult its tax advisor regarding the applicability of the Medicare tax. Non-U.S. Owners Under the Code,interest and OID on any Series 2023B Bond whose beneficial owner is not a U.S. owner is generally not subject to United States income tax or withholding tax (including backup withholding) if the non-U.S. owner provides the payor of interest on the Series 2023B Bonds with an appropriate statement as to its status as a non-U.S. owner. This statement can be made on IRS Form W-8BEN or a successor form. If,however,the non-U.S. owner conducts a trade or business in the United States and the interest or OlD on the Series 2023B Bonds held by the non-U.S. owner is effectively connected with such trade or business,that interest or OlD will be subject to United States income tax but will generally not be subject to United States withholding tax (including backup withholding). The foregoing is a brief summary of certain federal income tax consequences to a non-U.S. owner. Non-U.S. owners should consult their tax advisors regarding the tax consequences of an investment in the Series 2023E Bonds. Foreign Account Tax Compliance Act The Foreign Account Tax Compliance Act("FATCA") generally imposes a 30% withholding tax on interest payments to (i) certain foreign fmancial institutions (including certain investment funds) that fail to certify their FATCA status and(ii)non-financial foreign entities if certain disclosure requirements related to direct and indirect United States shareholders are not satisfied. Proposed Treasury Regulations, which may be relied upon until fmal Treasury Regulations are promulgated, suspend the requirement to apply the 30%withholding tax to gross proceeds from the sale or other disposition of Series 2023B Bonds. This requirement otherwise would have applied to a sale or other disposition of Series 2023B Bonds made on or after January 1,(2019. In the case of payments made to a"foreign financial institution"(generally including an investment fund), as a beneficial owner or as an intermediary,the FATCA withholding tax generally will be imposed, subject to certain exceptions,unless such institution(i)enters into(or is otherwise subject to)and complies with an agreement with the U.S. government(a"FATCA Agreement")or(ii) is required by and complies 56 Page 1238 of 1808 • with applicable foreign law enacted in connection with an intergovernmental agreement between the United States and a foreign jurisdiction (an"IGA"), in either case to, among other things, collect and provide to the U.S. or other relevant tax authorities certain information regarding U.S. account holders of such institution. In the case of payments made to a foreign entity that is not a financial institution (as a beneficial owner), the FATCA withholding tax generally will be imposed, subject to certain exceptions, unless such entity either provides the withholding agent with a certification that it does not have any "substantial"U.S. owner(generally, any specified U.S. person that directly or indirectly owns more than a specified percentage of such entity) or identifies its "substantial" U.S. owners. If Series 2023B Bonds are held through a foreign financial institution that enters into (or is otherwise subject to)a FATCA Agreement, such foreign financial institution(or,in certain cases, a person paying amounts to such foreign financial institution) generally will be required, subject to certain exceptions, to withhold the 30% FATCA tax on payments of interest as described above made to (i) a person (including an individual) that fails to comply with certain information requests or (ii) a foreign financial institution that has not entered into (and is not otherwise subject to) a FATCA Agreement and that is not required to comply with FATCA pursuant to applicable foreign law enacted in connection with an IGA. Coordinating rules may limit duplicative withholding in cases where the withholding described above in"Non-U.S. Owners" or"Information Reporting and Backup Withholding" also applies. If any amount of, or in respect of, U.S. withholding tax were to be deducted or withheld from payments on Series 2023B Bonds as a result of a failure by an investor(or by an institution through which an investor holds the Series 2023B Bonds) to comply with FATCA, none of the City, any paying agent or any other person would,pursuant to the terms of the Series 2023B Bonds,be required to pay additional amounts with respect to any Series 2023B Bond as a result of the deduction or withholding of such tax. Non-U.S.owners should consult their tax advisors regarding the application of FATCA to the ownership and disposition of Series 2023E Bonds. FINANCIAL STATEMENTS Excerpts from the Annual Comprehensive Financial Report of the City of Miami Beach, Florida for the Fiscal Year ended September 30,2022(the"ACFR")and the report of RSM US LLP,independent certified public accountants, in connection therewith, dated April 14, 2023, are included in APPENDIX B to this Official Statement as part of the public records of the City. Such financial statements and report contain information relating to the City and its financial position. The entire ACFR may be viewed on the • City's website at: https://www.miamibcachfl.gov/wp-content/uploads/2023/04/FY2022ACFRFINAL.pdf. The consent of RSM US LLP 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 2023 Bonds. CONTINUING DISCLOSURE The City will covenant for the benefit of the holders of the Series 2023 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, 2023 (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 57 Page 1239 of 1808 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 2023 Bonds shall not constitute a default under the 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 2023 Bonds and other outstanding bonds of the City may be found at the DAC internet site, "http//www.dacbond.com." 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 2023 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 levy and collection of the ad valorem taxes pledged to pay the principal of and interest on the Series 2023 Bonds. In July, 2019 twenty-six (26) property owners, consisting of the Setai Miami Beach Hotel, condominium associations, multifamily property owners and commercial establishments, filed a lawsuit against the City alleging that the method the City uses to calculate stormwater fees is "unreasonable, arbitrary and discriminatory" and therefore, violates Florida law (the "Stormwater Fee Litigation"). The City charges for the services of its stormwater utility system on a per equivalent residential unit("ERU") basis. The ERU is the estimated average horizontal impervious area(i.e.,the area covered by impenetrable materials, like buildings, cement or asphalt) of residential developed property per dwelling unit. This estimated average is calculated by dividing the total estimated impervious area of four (4) residential categories (single family, mobile home, multifamily and condominium) by the estimated total number of dwelling units. The plaintiffs allege that such a methodology unfairly and improperly establishes a stormwater fee for their property, as compared to the fee charged for a residential, single family property. In the Stormwater Fee Litigation, the plaintiffs are requesting reimbursement of stormwater fees paid by them from 2015 through resolution of the litigation. The City has vigorously defended the methodology it uses to charge stormwater fees and expects to continue its vigorous defense. Among other defenses, there are strong procedural and substantive arguments that support the validity of the fee methodology challenged in the Stormwater Fee Litigation. Substantially similar methodologies are used by numerous cities and counties throughout the State, in accordance with justifications and recommendations for their use provided by independent rate consultants. Moreover,the City's stormwater fee methodology has been used by the City for more than twenty(20)years prior to the challenge presented by the plaintiffs in the Stormwater Fee Litigation. The City reasonably believes that its grounds for prevailing in the Stormwater Fee Litigation are based on sound rationale and applicable legal precedent and that, in the event it does not prevail, revenues from the stormwater utility system will be sufficient to pay any judgment against the City that may result, without any materially adverse impact on the financial condition of the City. However, no assurance can be given that(i)the City will prevail in the Stormwater Fee Litigation,(ii)if the City does not prevail, that 58 Page 1240 of 1808 the amount of the judgment in the Stormwater Fee Litigation will not be more significant and adverse to the City than is currently considered possible, (iii) other claims will not be filed against the City challenging the validity of its stormwater fee methodology or the methodology for the collection of fees for similar services provided by the City, or (iv) if other claims are filed, that such claims will not be successful and, if successful, will not have a material adverse impact on the financial affairs of the City. In addition to the foregoing, the City experiences routine litigation and claims incidental to the conduct of its municipal affairs. Except as may be otherwise described in this Official Statement, in the opinion of the City Attorney, there are no Iawsuits 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 Resolution. Also, see "SECURITY AND SOURCES OF PAYMENT"herein. LEGAL MATTERS Certain legal matters incident to the issuance of the Series 2023 Bonds and with regard to the exclusion from gross income for federal income tax purposes of interest on the Series 2023A Bonds (see "TAX MATTERS" herein) are subject to the legal opinion of Squire Patton Boggs (US) LLP, 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 2023 Bonds, will be delivered on the date of issuance of the Series 2023 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 2023 Bonds that may be prepared or made available by the City, the Underwriters or others to the holders of the Series 2023 Bonds or other parties. Certain legal matters incident to the issuance of the Series 2023 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 2023 Bonds, will be delivered to the City by Disclosure Counsel at the time of original delivery of the Series 2023 Bonds. The proposed text of the form 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 Rafael A. Paz, Esquire, Miami Beach, Florida,City Attorney. Greenberg Traurig,P.A.,Miami,Florida,is serving as counsel to the Underwriters. The legal opinions and other letters of counsel to be delivered concurrently with the delivery of the Series 2023 Bonds express the professional judgment of the attorneys rendering the opinions or advice 59 Page 1241 of 1808 1 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 2023 Bonds upon the occurrence of a default under the Resolution are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, such remedies may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2023 Bonds(including Bond Counsel's approving opinion)will be qualified, as to the enforceability of the 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 Moody's Investors Service, Inc. ("Moody's") has assigned to the Series 2023 Bonds a rating of ,"with a" outlook,"and S&P Global Ratings, a division of Standard&Poor's Financial Services LLC ("S&P") has assigned a rating of" ," with a " outlook." Such ratings and outlooks reflect the view of such organizations. An explanation of the significance of such ratings and outlooks 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,23`d Floor,New York,New York 10007,(212) 553-0300. An explanation of the rating and outlook assigned by S&P may be obtained from S&P at 55 Water Street, 38th 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 provided by Moody's and 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 outlooks may have an adverse effect on the market price of the Series 2023 Bonds. UNDERWRITING The Series 2023 Bonds are being purchased by Wells Fargo Bank, N.A., Goldman Sachs & Co. LLC and Estrada Hinojosa&Company,Inc.(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 2023 Bonds by Bond Counsel and the existence of no material adverse change in the condition of the City from that set forth in this Official Statement. The Series 2023A Bonds are being purchased at a purchase price of$ (which represents the $ principal amount of the Series 2023A Bonds, [plus / minus a net original issue premium/ discount of$ ,)) and the Series 2023B Bonds are being purchased at a purchase price of$ (which represents the aggregate principal amount of the Series 2023B Bonds. The Underwriters' compensation in connection with the public offering of the Series 2023A Bonds 60 Page 1242 of 1808 and the Series 2023B Bonds in the amounts of$ and $ , respectively, will be paid by the City from other legally available moneys of the City. The Series 2023 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 2023 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. Wells Fargo Corporate & Investment Banking (which may be referred to elsewhere as "CIB," "Wells Fargo Securities"or"WFS")is the trade name used for the corporate banking, capital markets and investment banking services of Wells Fargo&Company and its subsidiaries, including Wells Fargo Bank, National Association ("WFBNA"), a member of the National Futures Association, which conducts its municipal securities sales, trading and underwriting operations through the Wells Fargo Bank, N.A. Municipal Finance Group, a separately identifiable department of WFBNA, registered with the U.S. Securities and Exchange Commission as a municipal securities dealer pursuant to Section 15B(a) of the Securities Exchange Act of 1934. WFBNA, acting through its Municipal Finance Group, the senior underwriter of the Series 2023 Bonds, has entered into an agreement(the"WFA Distribution Agreement")with its affiliate,Wells Fargo Clearing Services,LLC(which uses the trade name"Wells Fargo Advisors")("WFA"), for the distribution of certain municipal securities offerings, including the Series 2023 Bonds. Pursuant to the WFA Distribution Agreement,WFBNA will share a portion of its underwriting, with respect to the Series 2023 Bonds with WF A. WFBNA has also entered into an agreement(the"WFSLLC Distribution Agreement") with its affiliate Wells Fargo Securities, LLC ("WFSLLC"), for the distribution of municipal securities offerings, including the Series 2023 Bonds. Pursuant to the WFSLLC Distribution Agreement, WFBNA pays a portion of WFSLLC's expenses based on its municipal securities transactions. WFBNA,WFSLLC, and WFA are each wholly-owned subsidiaries of Wells Fargo & Company. 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 2023 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 fmancial 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 fmancial 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 traded 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 2023 Bonds. 61 Page 1243 of 1808 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 2023 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 2023 Bonds. The Financial Advisor is not obligated 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 2023 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 2023 Bonds. The Financial Advisor may also receive a fee for conducting a competitive bidding process regarding the investment of certain proceeds of the Series 2023 Bonds. Payment of the fees of such professionals and the compensation to the Underwriters in connection with the public offering of the Series 2023 Bonds (including the fees of Underwriters' Counsel) are each contingent upon the issuance of the Series 2023 Bonds. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS 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 69W-400.003 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 2023 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 2023 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 62 Page 1244 of 1808 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. 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 DAN GELBER, Mayor ALINA T. HUDAK, City Manager 63 Page 1245 of 1808 APPENDIX A General Information and Economic Data Regarding the City of Miami Beach,Florida and Miami-Dade County,Florida Page 1246 of 1808 APPENDIX B Excerpts from the Annual Comprehensive Financial Report of the City of Miami Beach,Florida for the Fiscal Year Ended September 30,2022 Page 1247 of 1808 APPENDIX C The Resolution Page 1248 of 1808 APPENDIX D Proposed Form of Opinion of Bond Counsel Page 1249 of 1808 APPENDIX E Proposed Form of Opinion of Disclosure Counsel Page 1250 of 1808 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 $ $ General Obligation Bonds General Obligation Bonds (Arts and Cultural Facilities) (Arts and Cultural Facilities) Series 2023A Taxable Series 2023B Ladies and Gentlemen: We have served as Disclosure Counsel to the City of Miami Beach, Florida (the "City") in connection with the issuance by the City of its$ in aggregate principal amount of General Obligation Bonds (Arts and Cultural Facilities), Series 2023A (the "Series 2023A Bonds") and its $ in aggregate principal amount of General Obligation Bonds (Arts and Cultural Facilities), Taxable Series 2023B (the "Series 2023B Bonds" and, collectively with the Series 2023A Bonds,the"Series 2023 Bonds"). The Series 2023 Bonds are being issued with the terms,for the purposes and subject to the conditions set forth in Resolution No. 2023- adopted by the Mayor and City Commission of the City on June _, 2023 (the "Resolution"), as described in the Preliminary Official Statement dated July , 2023 relating to the Series 2023 Bonds (the "Preliminary Official Statement") and the Official Statement dated July _, 2023 relating to the Series 2023 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 2023 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 2023 Bonds are lawful and valid under the laws of the State of Florida, or that the Series 2023 Bonds are valid and binding obligations of the City enforceable in accordance with their terms, or that interest on the Series 2023A Bonds is excluded from the gross income of the owners thereof for federal income tax purposes,or that the Series 2023 Bonds and the interest thereon are exempt from taxation under the laws of the State of Florida,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 2023 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 Preliminary Official Statement and the Official Statement, we are not passing on and do not assume any responsibility for, except as set forth in the immediately E-1 Page 1251 of 1808 City Commission of the City of Miami Beach, Florida Date of Delivery Page 2 succeeding paragraph, the accuracy or completeness of the contents of the Preliminary Official Statement and 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 Disclosure Counsel to the City, we have participated in the preparation of the Preliminary Official Statement and the Official Statement and in discussions and conferences with officials of the City,Bond Counsel for the City, the Financial Advisor for the City, the Underwriters and Greenberg Traurig, P.A., Counsel to the Underwriters, in which the contents of the Preliminary Official Statement and the Official Statement and related matters were discussed. Solely on the basis of ourparticipation in the preparation of the Preliminary Official Statement and the Official Statement, our examination of certificates, documents, instruments and records relating to the City and the issuance of the Series 2023 Bonds and the above-mentioned discussions, nothing has come to our attention which would lead us to believe that the Preliminary Official Statement (other than permitted omissions,as described in Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended), as of its date, and 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 Preliminary Official Statement and the Official Statement, including, without limitation, the appendices thereto, the information relating to DTC, its operations and the book-entry only system, 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, and solely for the use of the addressee named above. Such opinions shall not extend to, and may not be E-2 Page 1252 of 1808 City Commission of the City of Miami Beach, Florida Date of Delivery Page 3 relied upon by, any other persons, firms, or corporations 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-3 Page 1253 of 1808 APPENDIX F Form of Disclosure Dissemination Agent Agreement Page 1254 of 1808 ONE I NEIGHBORS I I SUMS APRIL SO On CITY OF MIAMI BEACH CITY OF MIAMI BEACH . NOTICCOMMISSION BUDGET WORKSHOP RESOLUTION OF AUTHORIZING HEARINGS THE ISSUANCE OF . GENERAL OBLIGATION BONDS MAY 11, 2023 AT 8:30 A.M. (ARTS AND CULTURAL FACILITIES) MAY2023 NOTICE IS HEREBY given that the Mayor and cr 17,OM202 SSIAN NJ ME TI GS CRY COMMISSION MEETINGS Commissioners of the City of Miami Beach will host a NOTICE IS HERESY GIVEN that on Nay 17,2023,as I:30 a.m.,or as soon Iheruahat as the matter Commission Budget Workshop at the W South Beach, c on an heard,rho proposed Resolution leslonera of the Clly of Miami will hold•FeelFeelReeding/Public Hearing the Itllwi 2201 Collins Ave,Great Room 1,Miami Beach,FL 33139, Y OF MIAMI BEACH.FLORIDA, AUTHORIZING I T E ISSUANCE OF NOT TO EXCEED 9ON OF TIE MAYOR AND CITY 11101p000D IN AGOF THE GREGATE PRINCIPAL AMOUNT OF on May11, 2023, at 8:30 a.m. CITY OF MIAMI BEACH,FLORIDA GENERAL OBLIGATION BONDS(ARTS AND CULTURAL FACILITIES),IN ONE OR MORE SERIES.TO PAY COSTS OF A PORTION OF ARTS AND CULTURAL FACILITIES PROJECTS: PROVIDING THAT SUCH GENERAL OBLIGATION BONDS SHALL CONSTITUTE GENERAL OBUOATIONS OF INTERESTED PARTIES are invited to appear at this THE CITY AND THAT THE FULL FAITH.CREDIT AND TAXING POWER OF THE CITY SHALL BE IRREVOCABLY PLEDGED FOR TIE PAYMENT OF THE PRINCIPAL OF AND THE INTEREST ON SUCH GENERAL OBLIGATION Workshop or be represented by an agent. The public BONDS;MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH,PROVIDING CERTAIN DETAILS OF THE BONDS:DELEGATING CERTAIN MATTERS IN CONNECTION WITH THE ISSUANCE may also submit written comments by sending an email OF THE BONDS TO THE CITY MANAGER AUTHORIZING THE NEGOTIATED SALE OF THE BONDS TO THE UNDERWRITERS:APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A to: CitvClerk@miamibeachfl.gov by 5:00 p.m. the day BOND PURCHASE AGREEMENT;APPOINTING A PAYING AGENT AND A BOND REGISTRAR;PROVIDING FOR A PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN before the Workshop. Please identify the Agenda Item OFFICIAL STATEMENT:COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE BONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION RULE 15s2 12 AND APPROVING Number in the email subject line. Emails received will be THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A DISCLOSURE DISSEMINATION AGENT AGREEMENT WITH RESPECT THERETO AND APPOINTING A DISCLOSURE DISSEMINATION AGENT forwarded to the Mayor and Commissioners and will be THEREUNDER;AUTHORIZING A BOOK'ENTRY REGISTRATION SYSTEM FOR THE BONDS.AUTHORIZING CERTAIN OFFICIALS AND included as a part of the Workshop record. PROVIDING AN EFFECTIVE EGATE OF THE CITY TO TAKE ALL NECESSARY RELATED ACTIONS.AND Ras Resolution is being head pursuant to Sateen 166.041 F.S.and Section 2.276 o/hot CM Code.Thames may be directed to the Rnance Oepuhn,et e1305.673.7a20. Copies of Commission Budget Workshop Agenda i(Ms proposed Resolution is approved en First Reading.the Mayor and City Commissioners of the Items are available for public inspection at: sty al Miami Beach we hold a second Reading/Public Nearing on June 29,2023,al 9:30 a.m.or a.loon thereafter as the matter can be heard. httos://www.miamibeac hfl.gov/citv-hall/city-clerk/ Daring the May 17,2023 and the June 28,2023 Commission Meetings,Ihs CM Cpmmyaon ell S.present In the Commission Chamber.Miami Beach City Hall.1700 Commotion Center Oliva.3ra Floor, aaenda-archive-main-oaae-2/ or during normal business MiYm Beech,FL 33130.APpllcaw and Wa public are encouraged to ancnd IRA meetings virtually b•wawded bakes).However,member.at the pu0bc who wish le attend the meeting.or provde public comment in person hours in the Office of the City Clerk,1700 Convention Center may appear at die Commission Chamber. Drive, 1 3'Floor,City Hall, Miami Beach, Florida 33139. To particle.%oe provide comment eIrwaIy daemg the Commission Meetings,the public may tale IRA webieer at:lne.ir/mimaa.a to •a/'m1n626c7A71 or V4 telephone at 1.301.715.0502(U S.)or 666475.4419(Toll-Freed.Webnar ID:813928571371 a.Members oI the MOM wanting to speak virtually on an This Workshop, or anyitem therein, maybe continued Item during the meetings mull click the'raise hand'Icon II using the Zoom sop or press'9 on the telephone P to rain Mel,hand. and under such circumstances, additional legal notice INTERESTED PARTIES are Invited to lake put n these meetings or be represeeled by an agent.The pueoc may submit written comments by sending an email to:GIl CleJkwrmani0raenh asi by 5.00 pm the day need not be provided. before the Cdy Commtaaen Meeting.Please Identity the Agenda Item Number in the enall subject nee Emalle received wit be forwarded totem Mayor and ComenauaMn and WI be included as a part of the meaeres'record. coo.of Agend.II.,.arc Nan.ble Ion public inspec0en at:bg5rflwwe.earplboarhli eavieit0• To request this material in an alternate format, sign n.l tgibmi These meetings,or any Mena therein,may be contnued and language interpreter (five-day notice required), under such circumstance'.additional legal notice need not be provided. Pursuant to Section 288.0105,.Fa.Slat.,the City hereby advises the Public Mal II■person decides information on access for persons with disabilities, to appeal any decben mode by the OW Commission coneeming any manor considered at Its meetings or Its hearings,such person mull ensure that a verbatim record of IRA Ptoo oting@ is made.which record includes and/or any accommodation to review any document the testimony and evidence upon Much the appeal Is a be based.This notice does not constitute cona.el by the City Iry Me introduction or.dnia.ion of oilier tee nedmiesible or Irrelevant evidence,nor dons IT aulhorue or participate in any City-sponsored proceedings, call chdengasmppeals not oiherwaeslwad by law. 305.604.2489 and select 6;optionTTY users may call To request Qua material in en alternate formal•sign language interpreter give-day Mike reeuiredl. Inlernallcn on access for persons vein disab0ities.and/or any accommodation to review arty document or via 711 (Florida Relay paniapste in any Oly.ponaomd proceedings,call 305.604 2e69 and select 1 for English or 2 for Spanish, Service). men option 6.TTY users may call via 711 IFloride Raley Service) Rafael E. Granado, CityClerk Thbroadcasty Commission Meetings will be broadcast lee on Miami Beach TV IMBTY).viewable on the Cry'.webers at b lend e,laedeoaeb oaa/d a,ea,lnl/mbtrl,as well as on Breemhne Cable channel ENS. 1 of Miami Beach AT&T Unnree channel 09.Holw m ire Comunieehoos channel 395,and ROKU device on PEG.TN channel,and 1'list I A.f 11i�l I B E AC H City on octal moda al bus llww arahonv OnID/reenlmanehe et CitvClerk@miamibeachfLaov Rafael E Granada,COy Clad. 305.673.7411 AA A! I A Coy of Muni Beach ITVGlerewmwmibpaehl tech 305.873.7411 Ad 05112023-01 A01 05172023/06282023-01 GO BOND • Page 1255 of 1808 • SUNDAY TUNE.WI) I I NEIGHBORS 1 UNE CITY OF MIAMI BEACH CITY OF MIAMI BEACH MEETING NOTICES NOTICE OF PUBLIC HEARING June 12- 16,2023 RESOLUTION AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION BONDS MONDAY,June 12 P (ARTS AND CULTURAL FACILITIES) r000at SSpeTeIAyM.tet•arop Iiii/it4i. w•Am%u3llid sNSGlso 504 JUNE 2Ei,2023 •mom 0sntanMantsContr.nee a CITY COMMISSION MEETING zeim mere. 130512.MJY or lFi3J11A60 MidLIIMEECIIMMUM Avow 1er3afo1v7f. P0w401.11t130 NOTICE IS HEREBY GIVEN that on June 23,2023.al 8:30 am.,or as soon(hereafter as the mailer a m p en Neinh Ap,itan eoontnle 1211Aarideth Motown teams?AVM a+•••ke a 763071700le pwod•aae.my can be heard,the Mayor and CM Cemmagioners of the City of Miami will bold a Second Reading/Public 176.60 1410 Aar.1D 3000 5670 Hearing on the following proposed Resolution: COO p m li1pa,n.Mlairi Committee• Canm.Para w„arne of keep marer kW lino Called Avenue A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH,FLORIDA. TUESDAY,June 13 AUTHORIZING THE ISSUANCE OF NOT TO EXCEED 5101.700.000 IN AGGREGATE PRINCIPAL AMOUNT too aen 11.40.•.esenaro.good• Ire.'J/ndeente•aIIl+w.win.+/du/u0iI*I OF CITY OF MIAMI BEACH,FLORIDA GENERAL OBLIGATION BONDS(ARTS ANO CULTURAL FACILITIES), ilyttndMeel.rg L11717aarrla:OMB a75.wsf 0m•m.1011110347020 Li17 NJI tnn IN ONE OR MORE SERIES.TO PAY COSTS OF A PORTION OF ARTS AND CULTURAL FACILITIES o Itm ewm.nron rb�►.0 Mlle..Q e.1,df1• PROJECTS;PROVIDING THAT SUCH GENERAL OBLIGATION BONDS SHALL CONSTITUTE GENERAL 1.00 gain :enne andwatcrnont mu7/p_WebronmuJda1e03C719511oed.eiluanalbUVW14e OBLIGATIONS OF THE CITY AND THAT THE FULL FAITH,CREDIT AND TAXING POWER OF THE CITY wwi.nietroree SIlfas 1%us fl 209 Thant Me•nne 1.101 ns or I m.ua 099 SHALL BE IRREVOCABLY PLEDGED FOR THE PAYMENT OF THE PRINCIPAL OF AND THE INTEREST Am.ID 111 s16u67Nffe Palmed.77114160 ON SUCH GENERAL OBLIGATION BONDS;MAKING CERTAIN COVENANTS AND AGREEMENTS IN 9.00a re 1peEIal MatmtraIeteat.g. hyelf/n1am4•.tePony.Oom++idllll0.7441! Zoom Meet., 111219.er19 or 177 10 S151 CONNECTION THEREWITH;PROVIDING CERTAIN DETAILS OF THE BONDS,DELEGATING CERTAIN Area.ID a4A104247DSl MATTERS IN CONNECTION WITH THE ISSUANCE OF THE BONDS TO THE CITY MANAGER;AUTHORIZING 110a.m cammtmncm«AewwnBoard NEC Ma,nnohCer0et goon, THE NEGOTIATED SALE OF THE BONDS TO THE UNDERWRITERS;APPROVING THE FORM OF AND IfE eo a.,011 ese4rone moo.m Wan.leach*Mot ant D..,4 moenw.r 422111 mvicener.V AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT,APPOINTING eamennon Aetna.. 1101 Mendanmenoe.tune 401 A PAYING AGENT AND A BOND REGISTRAR;PROVIDING FOR A PRELIMINARY OFFICIAL STATEMENT 10 00 a an Want,M.oelmpin.ert Towne. Plan*.en ewe 1700 Can enron UMW On.e 1'rt AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT;COVENANTING ampm OAMAM;nConn.lu. Mt•r�»391111�3>0>' hwe•4 a.nsN TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE BONDS IN ACCORDANCE 171a1s.14fma7 A.reo.IOI077a52W WITH SECURITIES AND EXCHANGE COMMISSION RULE 15e2.12 AND APPROVING THE FORM OF ...ermtarerusmm AND AUTHORIZING THE EXECUTION AND DELIVERY OF A DISCLOSURE DISSEMINATION AGENT Ii000.rnnlon maim.d,..,441. AGREEMENT WITH RESPECT THFRETO AND APPOINTING A DISCLOSURE DISSEMINATION AGENT Oiler. Zoom MeeMy laWIGI a THEREUNDER,AUTHORIZING A BOOK-ENTRY REGISTRATION SYSTEM FOR THEBONDS;ALRHORIZING 1.305224.1AYw 1.6.69311150 CERTAIN OFFICIALS AND EMPLOYEES OF THE CITY TO TAKE ALL NECESSARY RELATED ACTIONS; Avow ID 1334110476W Po.w4.011110 AND PROVIDING AN EFFECTIVE DATE. 4.10 pm Ad Nw YMnream CNA manaanzale•G.a admen creamer 24p1lawn 02.e That Resolution is being heard pursuant to Secoon 166.041 F.S.and Section 2-278 of the City Code. 5.200en Chemo Sect.good h0m//mrrt•e•dtn4w40.2.54...du11571122 Inquiries maybe directed fo the Finance Department of305.673.7120. Wend Meeting 2105224 IM O a Late.Jill Me•w ID131237 U2a quIp pieeal[nmMmlm Chambers Dunng the June 28,2023 Commission Meeting,the City Commission will be present in the Commission 1700Convenron Center oboe..1'•et 4mpm eoln/ee,wm.eun•m eommnee b0.+rtb:r b2��lp2a Chamber,Miami Beach GN Hall.1700 Conventen Center Onve,Tool Ffoar,Mom Beach,FL 33138. ihbid Mcelrr tams err IIM 1r/17D4WM,1�a3.i MNtT APPlican4 goal the public art encoursged fo e8end the fleeting vkluelly(As provided below).However, . -' 140e1 Smth[en4,40nr am., members of the public who wish to attend pie meeln0 or provide public comment in person may appear Ilmwnmgwn Ave. At the Comm133ion Chamber. 6:ID ore sadn.AdmonCenwr tie M.o1/biilstlerd.6 To participate or provide comment virtually donna the Commission Mewling,the public may loin the Mrm,ok Team agrees M Mina ID 2312 a.71 ► m.d•DSO*272606 140 Awn.06766220011 webinar at tilptsy/mlamih.anMlgov room us/1/81392357671 or via telephone al:1301.715.3592 IU S.)or WEDNESDAY,June 14 8611.475 4499(Toe-Free).Weimar ID:01392357671 e.Members of the public wanting to speak virtual, no Scheduled M..Mls on an Item during the meeting must click the'rawe hand'icon II using the Zoom app or press'9 on the THURSDAY June 1S • telephone to raise(heir hand. 1:10 on. dry Pentbn Fundro.6v.0410e,e 1 Ppke bgs../6aa1,0eb room.n/J4141296�sg 0mka.n tm.ono.Mop.. ,s01i�`n 114212 nt.77111112A e...IDa1472M23301 INTERESTED PARTIES ere smiled to lake pail In this mentutg or be represented by an agent.The IIb.a/AefIY% public m0 submit written comments sendingan email to:CBvClerkcemlamibe.chtLooe by 5,00 p.m. 1611 M2etan n,000 y 9 Jpa m Croon load.0 Gweme bees/rmpre,.e/dna454103575rwad0�netrmu SMmgkvtlwlys21 the day before the City Commission Mewing Please identity the Agenda Item Number in the email subject mm M rs Com .e rdeenne 1 301?IS nee ..tins ID 44347033a11.4avr•.1 MOM line.Ems.'recewed will be forwarded In the Mayor and Commissioners end will be included as•part al Down Wen.. 2mo m Swnat[Penn Comnunk4 the meetings record. Mode* M•wk. 10313 03114 P014:0d•Aw1%H Mvlown roam.MeenM I 786 626 1410 MwwlD3taal A0li Copies o Agenda enda Items are available for public Inspection at TzlIga 11vww.miamibeachll.00vicife hall/ FRIDAY,June 16 g1Bt<lnrk/aaenda-erchne-main-om.o-27.Th12 meeting,or any Item Therem,may be continued,and under 2m p.m .1022.2622hores tool C.02.262524 Im1'8b.kilt11(! such Circumstances.addl1onal legal notice need not be provided. N•tht.roodknpwm pe'leoa•dM M torero, nweA i ib 1.4.60731623 Pam.nA Vi1N0 Malaga/I Teams Matnre 1 ill 3141110 Amore.ID 3309675311 Pursuant to Section 286.0105.Fla Stat,the Clly hereby advisee the public that if•person decides For any and/sr all of the Dove meetings,one sr more members of the Miami leech City Commission, to appeal any decision made by Inc City Commission concerning any matter considered at its meeting or e nd ar City boorsUcenunittoe members may be in.tlendsnte end participate in discussions. no hearings,such person must ensure that•verboten record of the proceedings is made,which record •110.127.01.10e 1121/710e 640 Aral u....1g Komar CMMM.+ilmm 10•AOAM d,w nnwliry includes the testimony and endenbe upon which the appeal to to be based.This notice does not constitute ••Com,wsonCprn e,eeeneed inc.Wry consent by the City far the inlroduclion or admission of otherwise inadmissible or irrelevant evidence,nor AD No.06042023.1M does it authorize challenges or appeals not otherwise allowed by law. AYa41NJ/wnd.wMaY...dsMW.dWMayrW4.Tall►JNthl.l.•WYkhe 1elpsdwwww60.17244d12 ToregweRhlsmaterellnanal tern ate Iormat,sgnlanguege inlerprslerllhe-dWn2lleerequrred),Inlermalbn p1J.11yA.1177..w.wNJoly.a/.da/.T.sago.p Vrmai u.. ve.dam.•ae.d W Ibe 07.r.re.dw.wy On sctess for persons with dioabilibes,and/or any acCOmmodatOn t0 review any document Of partk:ipA a in d id,...Yard 1.•1.m.dow.110.*WO*y.t ae7.Meta.MOm/go•lWn.4•nJri2222M•.eP*Mowl* Any City-sponsored proceedings.cal 305.304.2489 and select 1for Engyah or 2 for Spanish,then oPhon6; erase ma berms'.eng gores wwMCdWoraa1dherem•a.Na.•dlII•e/dSM4IMneweee F dwlda/, TTY user,may call via 711(Florida Relay Service). MIAMIBEACH The City Commission Meeting will be broadcast five en Miami Beach TV(MSTV),viewable on the Ciy's .w....,,_.w.n,.r..n..a,..,,a...•+....1..,,..u....44.,..1.0r0y.,«............. nebulae at bligeY/www miamihcarhh aortnovernminVmbly/.as well as on Breezellne Cable channel 660, r.,d.,,.r+rn..•..M;,...'IAA now1..I •.wr,CyC.--..+.•Yin.,nr u. 1 2t.........w...,-.,.4 ♦o,e.•.•a........................4 a 1a en .la.,«,.hoc..•. -w a.•. a.ray-••.A+w... AT&T U-verse channel 99.Hplwee Communications channel 395.and ROKU device on PEG TV channel. aA,.„..ffww.. .... ,.r wag...•.+.. r...«.rdda,r...•w,.ras.4..•r...a and on social media at htL'// 1 cab dk ae l I be+eh. .,:7r.>ti+i � •.. ..t..�•••a,.rw•-.t..a.am.r.a.,M.h65..ive.a...I+w...,a pa,rt.r..•«,.... 0.•.t. , . 6,.ta.ya/onea.lyeteC,1 _ e.r.1.n,,..1.ulPCn..•..a..040,J4r...L.gC.wn,..c.'.,.4r..da,wall C.......C.,+p....n.ry.ga. n 4„/ d 1 l Rafael E.Grenada.City Clerk .orrd.,.,6.n..,r,..,440.w k m,.a..MW/sin i.0,2.,M ..,.dt.o9•rn.4p4 0 n 4.un..+.n...A p a� J\a Cityof M4mi Beach „`n4,.a.....Aoo , v....... ....... ,r ... r:24 M..e.rdt•nm law rl I IJ 1t i r"�J \r 1:!B E �, w..r./`i.�:�n•n ..a.at••ni uriid.r1.... .... ....•hmery:.h...w.0,4006414.»«.avers.. fitellrrk4miamibeach(Legy red•ettSecul 7.rC 0.'.•••'dr,wM•..,•.OY1.+M.raldhra.b.aw.e...11+V4bM...ea w e...•.fare.14.Oip)aor4w.wCanr.e,.4..nnn.1y4✓J.e.•,....4v .m i..ve"r..s.n4.Ma•d M.h.'•.-'m..S•.n•w 305.673 7411 dr..r-.-y.g...Iw.w..a.,r..,.,.dJtae.. �.,...ire•a•,.Ara..6.v,....7 mdn...,.h,a.vM+,e•d AD:062/2023-01 GO BOND �A.•d.d,•,o.a4..4A,mfdnAM t, '...r..4.n,e•.a..4.p.i.sMr.M Page 1256 of 1808