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2017-30059 Resolution RESOLUTION NO. 2017-30059 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $175,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH, FLORIDA STORMWATER REVENUE AND REVENUE REFUNDING BONDS, SERIES 2018, FOR THE PRINCIPAL PURPOSES OF PAYING A PART OF THE COST OF CERTAIN IMPROVEMENTS TO THE STORMWATER UTILITY AND REFUNDING ALL OR A PORTION OF THE CITY'S OUTSTANDING STORMWATER REVENUE BONDS, SERIES 2011A, AND STORMWATER REVENUE REFUNDING BONDS, SERIES 2011B, PURSUANT TO SECTIONS 209 AND 210 OF RESOLUTION NO. 2000-24127 ADOPTED BY THE CITY ON OCTOBER 18, 2000; PROVIDING THAT SAID SERIES 2018 BONDS AND INTEREST THEREON SHALL BE PAYABLE SOLELY AS PROVIDED IN SAID RESOLUTION NO. 2000-24127 AND THIS RESOLUTION; PROVIDING CERTAIN DETAILS OF THE SERIES 2018 BONDS; DELEGATING OTHER DETAILS AND MATTERS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2018 BONDS AND THE REFUNDING OF THE BONDS TO BE REFUNDED, INCLUDING WHETHER TO SECURE A CREDIT FACILITY, TO THE CITY MANAGER, WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN; PERMITTING CONDITIONAL OPTIONAL REDEMPTION OF THE SERIES 2018 BONDS; APPOINTING UNDERWRITERS, A BOND REGISTRAR, AN ESCROW AGENT AND A DISCLOSURE DISSEMINATION AGENT; AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2018 BONDS AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT; AUTHORIZING AND DIRECTING THE BOND REGISTRAR TO AUTHENTICATE AND DELIVER THE SERIES 2018 BONDS; APPROVING THE FORM OF AND DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION OF THE OFFICIAL STATEMENT; PROVIDING FOR THE APPLICATION OF THE PROCEEDS OF THE SERIES 2018 BONDS AND CREATING CERTAIN FUNDS AND ACCOUNTS; AUTHORIZING THE REFUNDING, DEFEASANCE AND, AS APPLICABLE, REDEMPTION OF THE BONDS TO BE REFUNDED AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT; AUTHORIZING A BOOK-ENTRY REGISTRATION SYSTEM WITH RESPECT TO THE SERIES 2018 BONDS; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 2018 BONDS AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT; AUTHORIZING OFFICERS AND EMPLOYEES OF THE CITY TO TAKE ALL NECESSARY RELATED ACTIONS; AND PROVIDING FOR AN EFFECTIVE DATE. 010-8511-2380/2/AMERICAS WHEREAS, the City of Miami Beach, Florida(the "City") currently owns, maintains and operates a Stormwater Utility (as such term and all other capitalized terms used in this resolution and not defined herein are defined in the hereinafter described Original Resolution); and WHEREAS, the City has heretofore issued multiple Series of Bonds, including its $52,130,000 original principal amount of City of Miami Beach, Florida Stormwater Revenue Bonds, Series 2011A, currently Outstanding in the principal amount of $49,055,000, and $26,575,000 original principal amount of City of Miami Beach, Florida Stormwater Revenue Refunding Bonds, Series 2011B, currently Outstanding in the principal amount of$25,855,000 (collectively, the "Outstanding Series 2011 Bonds"), pursuant to Resolution No. 2000-24127 adopted by the Commission on October 18, 2000 (the "Original Resolution" and as amended and supplemented from time to time, the "Bond Resolution"), and Resolution No. 2011-27782 adopted by the Commission on October 18, 2011; and WHEREAS, the City has determined that certain capital improvements to the Stormwater Utility as more particularly described in Exhibit A attached hereto and made a part hereof (collectively, the "Series 2018 Project") are necessary and desirable for the furtherance of the health, safety and welfare of the users of the Stormwater Utility and the residents of the City; and WHEREAS, Section 209 of the Original Resolution provides for the issuance of Additional Bonds under the Bond Resolution for the principal purpose of paying all or any part of the Cost of any Improvements, upon meeting certain conditions contained in said Section 209; and WHEREAS, the Series 2018 Project constitutes Improvements under the Bond Resolution; and WHEREAS, the City has further determined that as a result of the current low interest rate environment it is financially beneficial to authorize the refunding of all or a portion of the Outstanding Series 2011 Bonds as shall be determined by the City Manager in accordance with the provisions of this resolution (the Outstanding Series 2011 Bonds to be refunded hereinafter referred to as the "Bonds to be Refunded"); and WHEREAS, Section 210 of the Original Resolution provides for the issuance of Refunding Bonds for the principal purpose of providing funds for refunding all or any portion of the Outstanding Bonds of any one or more Series, upon meeting certain conditions contained in said Section 210; and WHEREAS, in accordance with the requirements of Section 210 of the Original Resolution, the Commission hereby determines that the refunding of the Bonds to be Refunded is in the best interests of the City and the users of the Stormwater Utility as it will result in debt service savings which will lower the expenses of the Stormwater Utility and be financially beneficial to the City and the users of the Stormwater Utility; and WHEREAS, the City has determined that it is desirable to issue Additional Bonds and Refunding Bonds (collectively, the "Series 2018 Bonds") pursuant to the provisions of Sections 209 and 210 of the Original Resolution and this resolution, which constitutes a Series Resolution for the Series 2018 Bonds under the Bond Resolution, for the purpose of, together with any other 2 010-8511-2380/2/AMERICAS available moneys of the City, (i) paying a part of the Cost of the Series 2018 Project, (ii) providing funds for refunding, defeasing and, as applicable, redeeming the Bonds to be Refunded, and (iii) paying the expenses incurred in such issuance, refunding, defeasance and redemption (collectively, the "Series 2018 Funding Requirements"); and WHEREAS, the Commission has determined that it is in the best interest of the City to delegate to the City Manager, who shall rely upon the recommendations of the Chief Financial Officer of the City (the "Chief Financial Officer"), who is the officer succeeding to the principal functions of the Finance Director, and RBC Capital Markets, LLC, the City's financial advisor (the "Financial Advisor"), the determination of various terms of the Series 2018 Bonds, whether to secure a Credit Facility with respect to the Series 2018 Bonds, the final award of the Series 2018 Bonds, the determination of the Outstanding Series 2011 Bonds, if any, which will constitute the Bonds to be Refunded, and certain other actions in connection with the issuance of the Series 2018 Bonds and the refunding, defeasance and, as applicable, redemption of the Bonds to be Refunded, all as provided and subject to the limitations contained herein; and WHEREAS, the City has determined that due to the character of the Series 2018 Bonds, current favorable market conditions, the uncertainty inherent in a competitive bidding process and the recommendations of the Financial Advisor, it is in the best interest of the City to authorize the negotiated sale of the Series 2018 Bonds; and WHEREAS, in connection with the issuance of the Series 2018 Bonds constituting Additional Bonds, the requirements of Ordinance No. 2007-3582, adopted by the Commission on November 21, 2007, including the holding of two public hearings, have been complied with prior to the adoption of this Series Resolution; NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA: SECTION 1. The above recitals are incorporated herein as findings. SECTION 2. A Series of Additional Bonds and Refunding Bonds of the City in an aggregate principal amount not to exceed $175,000,000 is authorized to be issued pursuant to, and subject to the conditions of, Sections 209 and 210 of the Original Resolution and the authority granted to the City by the Act, for the purpose of providing moneys, together with any other available moneys, to pay the Series 2018 Funding Requirements. The Series 2018 Bonds shall be designated "City of Miami Beach, Florida Stormwater Revenue and Revenue Refunding Bonds, Series 2018," shall be issued as Current Interest Bonds, shall be issued in fully registered form as provided in Section 202 of the Original Resolution, shall be in the denominations of $5,000 or any whole multiple thereof and shall be numbered R-1 upwards. Notwithstanding the foregoing, if the City Manager determines not to refund any of the Outstanding Series 2011 Bonds, the designation of the Series 2018 Bonds shall not include the words "and Revenue Refunding." The Series 2018 Bonds shall be issued in such aggregate principal amount, shall be dated and issued at such time or times, shall be in the form of Serial Bonds and/or Term Bonds, shall have such Interest Payment Dates, shall bear interest at such fixed rates, but not to exceed the 3 010-8511-2380/2/AMERICAS maximum rate permitted by law, shall be stated to mature on such dates, but not later than September 30, 2048, as to any Term Bonds, shall have Amortization Requirements payable in such amounts and on such dates, and shall be subject to redemption prior to maturity, all as shall be determined by the City Manager, after consultation with the Chief Financial Officer and the Financial Advisor, and specified in a certificate of the Mayor executed on or prior to the date of initial issuance of the Series 2018 Bonds (the "Series 2018 Mayor's Certificate"). Term Bonds, if any, will be subject to mandatory redemption at par, without premium, each year in amounts equal to the respective Amortization Requirements therefor. Principal of and interest and redemption premium, if any, on the Series 2018 Bonds shall be payable in accordance with the provisions of the Bond Resolution. The execution of the Series 2018 Mayor's Certificate shall be conclusive evidence of the City's approval of the details of the Series 2018 Bonds. If the City Manager determines, in reliance upon the recommendations of the Chief Financial Officer and the Financial Advisor, that there is an economic benefit to the City to secure and pay for a Credit Facility with respect to all or a portion of the Series 2018 Bonds, the City Manager is authorized to secure a Credit Facility with respect to all or a portion of the Series 2018 Bonds. The City Manager is authorized to provide for the payment of the premium for such Credit Facility from the proceeds of the Series 2018 Bonds. The Mayor is authorized, after consultation with the City Attorney, to enter into, execute and deliver such agreements as may be necessary to secure such Credit Facility, the execution and delivery by the Mayor of any such agreements for and on behalf of the City to be conclusive evidence of the City's approval of securing such Credit Facility and of such agreements. Any agreements with the provider of such Credit Facility shall supplement and be in addition to the provisions of the Bond Resolution. SECTION 3. In accordance with the provisions of the Bond Resolution, the Series 2018 Bonds shall be limited obligations of the City payable solely from the Net Revenues and, to the extent provided in the Bond Resolution, from certain Funds and Accounts which are pledged to the payment thereof in the manner provided in the Bond Resolution, and nothing shall be construed as obligating the City to pay the principal, interest and premium, if any, thereon except from the Net Revenues and, to the extent provided in the Bond Resolution, said Funds and Accounts or as pledging the full faith and credit of the City or any form of taxation whatever to such payments; provided, however, that notwithstanding anything to the contrary contained in the Bond Resolution, the Series 2018 Bonds shall not be secured by, nor payable from moneys, Reserve Account Insurance Policies or Reserve Account Letters of Credit on deposit in, the Reserve Account or any subaccount therein created under or pursuant to the Bond Resolution and the Reserve Account Requirement with respect to the Series 2018 Bonds shall be $0.00. SECTION 4. In the case of an optional redemption of the Series 2018 Bonds, the redemption notice may state that (a) it is conditioned upon the deposit of moneys with the Bond Registrar or with a bank, trust company or other appropriate fiduciary institution acting as escrow agent (the "escrow agent"), in amounts necessary to effect the redemption, no later than the redemption date, or (b) the City retains the right to rescind such notice on or prior to the scheduled redemption date (in either case, a "Conditional Redemption"), and such notice and optional redemption shall be of no effect if such moneys are not so deposited or if the notice is rescinded as described in this Section. Any such notice of Conditional Redemption shall be captioned "Conditional Notice of Redemption." Any Conditional Redemption may be rescinded at any time prior to the redemption date if the City delivers a written direction to the Bond 4 010-8511-2380/2/AMERICAS Registrar directing the Bond Registrar to rescind the redemption notice. The Bond Registrar shall give prompt notice of such rescission to the affected Bondholders. Any Series 2018 Bonds subject to Conditional Redemption where redemption has been rescinded shall remain Outstanding, and neither the rescission nor the failure by the City to make such moneys available shall constitute an Event of Default under the Bond Resolution. SECTION 5. It is hereby found and determined that due to the character of the Series 2018 Bonds, current favorable market conditions, the uncertainty inherent in a competitive bidding process and the recommendations of the Financial Advisor, the negotiated sale of the Series 2018 Bonds is in the best interest of the City. The negotiated sale of the Series 2018 Bonds to Citigroup Global Markets Inc. (the "Senior Managing Underwriter") on behalf of itself and Wells Fargo Bank, National Association, and Estrada Hinojosa & Company, Inc. (collectively with the Senior Managing Underwriter, the "Underwriters") is hereby authorized at a purchase price (not including original issue premium or original issue discount) of not less than 99% of the aggregate principal amount of the Series 2018 Bonds (the "Minimum Purchase Price") and at a true interest cost rate ("TIC") not to exceed 5.00% (the "Maximum TIC"). The City Manager, after consultation with the Chief Financial Officer and the Financial Advisor, is hereby authorized to award the Series 2018 Bonds to the Underwriters at a purchase price of not less than the Minimum Purchase Price and at a TIC not in excess of the Maximum TIC. The execution and delivery of the Series 2018 Bond Purchase Agreement (hereinafter defined) for and on behalf of the City by the Mayor shall be conclusive evidence of the City's acceptance of the Underwriters' proposal to purchase the Series 2018 Bonds. SECTION 6. Upon compliance with the requirements of Section 218.385, Florida Statutes, by the Underwriters, the Commission hereby authorizes the Mayor to execute and deliver a Bond Purchase Agreement for the Series 2018 Bonds (the "Series 2018 Bond Purchase Agreement") for and on behalf of the City, in substantially the form presented at the meeting at which this Series Resolution was considered, subject to such changes, modifications, insertions and omissions and such filling-in of blanks therein as may be determined and approved by the City Manager, after consultation with the Chief Financial Officer and the City Attorney. The execution of the Series 2018 Bond Purchase Agreement for and on behalf of the City by the Mayor shall be conclusive evidence of the City's approval of the Series 2018 Bond Purchase Agreement. SECTION 7. The Bond Registrar is hereby authorized and directed to authenticate the Series 2018 Bonds and to deliver the Series 2018 Bonds to or upon the order of the Underwriters upon payment of the purchase price, as shall be set forth in the Series 2018 Bond Purchase Agreement, and satisfaction of the conditions contained in Sections 209 and 210 of the Original Resolution. SECTION 8. The proposed Preliminary Official Statement (the "Series 2018 Preliminary Official Statement") and Official Statement (the "Series 2018 Official Statement") in connection with the issuance of the Series 2018 Bonds are hereby approved in substantially the form of the Series 2018 Preliminary Official Statement presented at the meeting at which this Series Resolution was considered, subject to such changes, modifications, insertions and omissions and such filling-in of blanks therein as may be determined and approved by the City Manager, after consultation with the Chief Financial Officer and the City Attorney. The 5 010-8511-2380/2/AMERICAS execution of the Official Statement, for and on behalf of the City by the Mayor and the City Manager shall be conclusive evidence of the City's approval of the Series 2018 Preliminary Official Statement and the Series 2018 Official Statement. The distribution of said Series 2018 Preliminary Official Statement and Series 2018 Official Statement in connection with the marketing of the Series 2018 Bonds and the execution and delivery of the Series 2018 Official Statement by the Mayor and the City Manager are hereby authorized. The Mayor or his designee, after consultation with the Chief Financial Officer and the City Attorney, is hereby authorized to make any necessary certifications to the Underwriters regarding a near final or deemed final official statement, if and to the extent required by Rule 15c2-12 of the United States Securities and Exchange Commission (the "Rule"). SECTION 9. The proceeds of the Series 2018 Bonds and, to the extent determined by the Chief Financial Officer, moneys on deposit in the Bond Service Account and the Reserve Account on account of the Bonds to be Refunded, shall be applied in accordance with the provisions of Section 209 and Section 210, as applicable, of the Original Resolution and this Series Resolution, all as specified in a certificate of the Chief Financial Officer delivered concurrently with the issuance of the Series 2018 Bonds, including, to the extent provided in such certificate, for the payment of interest accruing on the Series 2018 Bonds prior to, during and after construction of the Series 2018 Project. In accordance with the provisions of the Bond Resolution, there is hereby created within the Construction Fund a "Series 2018 Construction Account" for the deposit of proceeds of the Series 2018 Bonds to be applied to the payment of a part of the Cost of the Series 2018 Project, other than the portion of such part representing expenses incurred in the issuance of the Series 2018 Bonds. In accordance with the provisions of the Bond Resolution, there is to be created pursuant to the Escrow Deposit Agreement (hereinafter defined) an Escrow Deposit Trust Fund (as defined in the Escrow Deposit Agreement) to be held by the Escrow Agent (hereinafter defined), for the deposit of proceeds of the Series 2018 Bonds and other available moneys to be applied as shall be provided in the Escrow Deposit Agreement. There is also hereby created a "Series 2018 Cost of Issuance Account" for the deposit of proceeds of the Series 2018 Bonds to be applied to the payment of expenses incurred in the issuance of the Series 2018 Bonds and the refunding, defeasance and, as applicable, redemption of the Bonds to be Refunded. The proceeds of the Series 2018 Bonds shall be invested in accordance with the provisions of Section 602 of the Original Resolution in Investment Obligations as determined by the Chief Financial Officer; provided, however, that the portion of the proceeds of the Series 2018 Bonds and other available moneys deposited in the Escrow Deposit Trust Fund shall be invested as provided in Section 12 of this Series Resolution and in the Escrow Deposit Agreement. SECTION 10. In connection with the issuance of the Series 2018 Bonds and for the purpose of complying with the covenants contained in Section 605 of the Original Resolution, 6 010-8511-2380/2/AMERICAS there is hereby created a special fund designated "Series 2018 Arbitrage Rebate Fund," which shall be held by the City and constitute an Arbitrage Rebate Fund under the Bond Resolution. SECTION 11. The Series 2018 Bonds shall be executed in the form and manner provided in the Bond Resolution. The Series 2018 Bonds are hereby authorized to be issued initially in book-entry form and registered in the name of The Depository Trust Company, New York, New York ("DTC"), or its nominee which will act as securities depository for the Series 2018 Bonds. The Chief Financial Officer is hereby authorized and directed to execute any necessary letters of representations with DTC and, notwithstanding the provisions of the Bond Resolution, to do all other things, comply with all requirements and execute all other such documents as are incidental to such book-entry system. In the event a book-entry system for the Series 2018 Bonds ceases to be in effect, the Series 2018 Bonds shall be issued in fully certificated form. SECTION 12. The refunding, defeasance and, as applicable, redemption of the Bonds to be Refunded is hereby authorized and approved. The City Manager, after consultation with the Chief Financial Officer and the Financial Advisor, is hereby authorized to determine the Outstanding Series 2011 Bonds, if any, which will constitute the Bonds to be Refunded and the date of redemption of all or a portion of the Bonds to be Refunded. The Mayor and the City Clerk are hereby authorized to execute and deliver an Escrow Deposit Agreement to provide for the defeasance and, as applicable, redemption of the Bonds to be Refunded (the "Escrow Deposit Agreement") with U.S. Bank National Association, who is hereby appointed escrow agent with respect to the Bonds to be Refunded (the "Escrow Agent"), in substantially the form presented at the meeting at which this Series Resolution was considered, subject to such changes, modifications, insertions and omissions and such filling-in of blanks therein as may be determined and approved by the City Manager, after consultation with the Chief Financial Officer and the City Attorney. The purchase of Government Obligations from the proceeds of the Series 2018 Bonds and other available moneys in order to provide for the defeasance and, as applicable, redemption of the Bonds to be Refunded is hereby authorized and approved. The execution and delivery of the Escrow Deposit Agreement by the Mayor and City Clerk shall be conclusive evidence of the City's approval of the Outstanding Series 2011 Bonds which will constitute Bonds to be Refunded, the date of redemption, as applicable, of the Bonds to be Refunded, the Escrow Deposit Agreement and the purchase of the Government Obligations. SECTION 13. For the benefit of the Holders and beneficial owners from time to time of the Series 2018 Bonds, the City agrees, in accordance with and as the only obligated person with respect to the Series 2018 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 agreement, the Chief Financial Officer is hereby authorized and directed to enter into and deliver, in the name and on behalf of the City, a Disclosure Dissemination Agent Agreement (the "Series 2018 Continuing Disclosure Agreement"), with Digital Assurance Certification, L.L.C. ("DAC"), which is hereby appointed as disclosure dissemination agent with respect to the Series 2018 Bonds, in substantially the form presented at the meeting at which this Series Resolution was considered, subject to such changes, 7 010-8511-2380/2/AMERICAS modifications, insertions and omissions and such filling-in of blanks therein as may be determined and approved by the Chief Financial Officer, after consultation with the City Attorney. The execution of the Series 2018 Continuing Disclosure Agreement, for and on behalf of the City by the Chief Financial Officer, shall be deemed conclusive evidence of the City's approval of the Series 2018 Continuing Disclosure Agreement. Notwithstanding any other provisions of the Bond Resolution, including this Series Resolution, any failure by the City to comply with any provisions of the Series 2018 Continuing Disclosure Agreement shall not constitute an Event of Default under the Bond Resolution and the remedies therefor shall be solely as provided in the Series 2018 Continuing Disclosure Agreement. The Chief Financial Officer is further authorized to establish procedures in order to ensure compliance by the City with the Series 2018 Continuing Disclosure Agreement, including the timely provision of information and notices. Prior to making any filing in accordance with such agreement, the Chief Financial Officer may consult with, as appropriate, the City Attorney or Bond Counsel. The Chief Financial Officer, acting in the name and on behalf of the City, shall be entitled to rely upon any legal advice provided by the City Attorney or Bond Counsel in determining whether a filing should be made. SECTION 14. U.S. Bank National Association is hereby appointed as Bond Registrar for the Series 2018 Bonds. SECTION 15. The officers, agents and employees of the City, the Bond Registrar, the Escrow Agent and DAC are hereby authorized and directed to do all acts and things and execute and deliver all documents, agreements and certificates required of them by the provisions of the Series 2018 Bonds, the Bond Resolution, the Series 2018 Bond Purchase Agreement, the Escrow Deposit Agreement, the Series 2018 Continuing Disclosure Agreement and this Series Resolution, for the full, punctual and complete performance of all the terms, covenants, provisions and agreements of the Series 2018 Bonds, the Bond Resolution, the Series 2018 Bond Purchase Agreement, the Escrow Deposit Agreement, the Series 2018 Continuing Disclosure Agreement and this Series Resolution. SECTION 16. This Series Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this a day of a/o be 17-- , 2017. / f„ (Seal) .fi`� 7- Attest: ��... •.. _..... in,,, APFOM&LANGUAOVED AS GE f 7;/,:s nt ' &FOR EXECUTION i�` t fir' , City erk k,. I D .i, , o„ 5 1 ;i" ,I;VI�li2O, r� : =1 �t t City Attorney a_prio Date `I\ ,��)�'.,' fir; 1;;. 010-8511-2380/2/AMERICAS $ ''•-�/ EXHIBIT A SERIES 2018 PROJECT The Series 2018 Project includes the following: • Repair, replace and/or install curbs and gutters • Reconstruct and/or raise streets and sidewalks • Repair, replace and/or install collection systems (including, but not limited to, catch basins, manholes and storage facilities) • Construct pumping stations and water quality treatment devices • Repair and/or upgrade existing outfalls (including, but not limited to, tidal backflow prevention devices) The Commission may approve by resolution other Improvements as part of the Series 2018 Project in addition to and/or in lieu of one or more of the above Improvements. A-1 010-8511-2380/2/AMERICAS Resolutions - R7 A MIAMI B COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Jimmy L. Morales, City Manager DATE: October 18, 2017 2:00 p.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 $175,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH, FLORIDA STORMWATER REVENUE AND REVENUE REFUNDING BONDS, SERIES 2018, FOR THE PRINCIPAL PURPOSES OF PAYING A PART OF THE COST OF CERTAIN IMPROVEMENTS TO THE STORMWATER UTILITY AND REFUNDING ALL OR A PORTION OF THE CITY'S OUTSTANDING STORMWATER REVENUE BONDS, SERIES 2011A, AND STORMWATER REVENUE REFUNDING BONDS, SERIES 2011B, PURSUANT TO SECTIONS 209 AND 210 OF RESOLUTION NO. 2000-24127 ADOPTED BY THE CITY ON OCTOBER 18, 2000; PROVIDING THAT SAID SERIES 2018 BONDS AND INTEREST THEREON SHALL BE PAYABLE SOLELY AS PROVIDED IN SAID RESOLUTION NO. 2000-24127 AND THIS RESOLUTION; PROVIDING CERTAIN DETAILS OF THE SERIES 2018 BONDS; DELEGATING OTHER DETAILS AND MATTERS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2018 BONDS AND THE REFUNDING OF THE BONDS TO BE REFUNDED, INCLUDING WHETHER TO SECURE A CREDIT FACILITY, TO THE CITY MANAGER, WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN; PERMITTING CONDITIONAL OPTIONAL REDEMPTION OF THE SERIES 2018 BONDS; APPOINTING UNDERWRITERS, A BOND REGISTRAR, AN ESCROW AGENT AND A DISCLOSURE DISSEMINATION AGENT; AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2018 BONDS AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT; AUTHORIZING AND DIRECTING THE BOND REGISTRAR TO AUTHENTICATE AND DELIVER THE SERIES 2018 BONDS; APPROVING THE FORM OF AND DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION OF THE OFFICIAL STATEMENT; PROVIDING FOR THE APPLICATION OF THE PROCEEDS OF THE SERIES 2018 BONDS AND CREATING CERTAIN FUNDS AND ACCOUNTS; AUTHORIZING THE REFUNDING, DEFEASANCE AND, AS APPLICABLE, REDEMPTION OF THE BONDS TO BE REFUNDED AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT; AUTHORIZING A BOOK- ENTRY REGISTRATION SYSTEM WITH RESPECT TO THE SERIES 2018 BONDS; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 2018 BONDS AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT; AUTHORIZING OFFICERS AND EMPLOYEES OF THE CITY TO TAKE ALL NECESSARY RELATED ACTIONS; AND PROVIDING Page 671 of 1633 FOR AN EFFECTIVE DATE. RECOMMENDATION Approve the resolution on second reading. ANALYSIS BACKGROUND In November 2007, the Mayor and City Commission approved Ordinance 2007-3582 which amended the procedures that the City followed in connection with the approval of a bond issue and added the following Section to Chapter 2 of the Miami Beach City Code, entitled "Administration"; Article V entitled "Finance"; Sec. 2-278, entitled "Procedures governing the issuance of bonds." Sec. 2-278. Procedures governing the issuance of bonds. a. Prior to the adoption by the city commission of the final resolution approving the issuance of any bonds by the city, the following requirements shall be complied with: 1. In order for the city commission and the public to be fully informed on all matters relating to the proposed issuance of bonds, the city manager shall prepare, or cause to be prepared, a fiscal analysis of the economic impact of the proposed bond issuance using the following criteria: a. The estimated cost of the project or projects on account of which such bonds are to be issued; b. The estimated annual revenues, if any, to be generated by such project or projects;and c. The estimated annual cost of maintaining, repairing and operating such project or projects. 2. Upon completion of the fiscal analysis in subsection (a)(1), the proposed issuance of bonds shall be first considered and reviewed by the city's finance and citywide projects committee. 3. The city commission shall hold two public hearings, each advertised not less than 15 days prior to the hearing, in order to obtain citizen input into the proposed bond issuance. In November 2000, the City issued its first series of Stormwater Bonds in the amount of $52.17 million. In December 2011, the City issued an additional $52.13 million in Stormwater Bonds along with $26.6 million to refund the outstanding Stormwater Series 2000 Bonds. The Administration, in concert with the City's Financial Advisor, has determined that the City now has the need and the capacity to issue additional Stormwater Revenue Bonds for new capital projects. At the Special Finance and Citywide Projects Committee (FCWPC) meeting on May 20, 2014, the Administration presented the funding strategy for the Stormwater program recommending issuing three separate $100 million Stormwater bonds. The first issue would be in FY 2014/15 and the other issues would follow as funding was needed. On August 5, 2015, the City issued the first series of Stormwater Revenue Bonds which provided $100 million in proceeds for projects. In 2016, the City Commission increased the rates to support the issuance of the second series of Stormwater bonds. To defer issuing debt and to expedite the spenddown of existing Stormwater bond proceeds and to comply with state law requirements that funds be available at the time a contract is awarded, the City obtained a Line of Credit (LOC) for $60 million to award scheduled Stormwater projects in anticipation of the new bond issue. On July 29, 2016, the City Commission authorized the Page 672 of 1633 execution of the LOC agreement between the City and Wells Fargo Bank, National Associations. To date, the City has committed approximately$60 million from this line for Stormwater projects. At the Special FCWPC meeting on March 31, 2017, the Administration presented the Stormwater Capital Improvement Program for the second series of bonds to provide $100 million in proceeds. Since that time, market conditions have made a refunding of the City's Series 2011A&B Bonds economical. A refinancing of approximately $59 million of the Series 2011A&B Bonds currently provides approximately $3.5 million in net present value savings, which is 6.00% of bonds refunded. The Administration proposed including a refinancing of a portion of the City's Series 2011A&B Bonds with the second series of Stormwater Revenue Bonds. Although the City code does not require FCWPC review of refundings, this item was scheduled to be heard at the September 8, 2017 FCWPC meeting. This meeting was cancelled due to hurricane conditions. Subsequently this item was heard and approved at the September 20, 2017 FCWPC meeting. The foregoing information is summarized in the table below: New Money S10G million Refinancing Series 201 1A& 20=.18 Bonds S59 million Net Pres en Value Savirids on Refunding $3.5 million Savings as a°%o of Bonds Refunded 6% Based on the above combination of new issuance, refundings and related transactions costs, the Administration recommends approval of this issuance, not to exceed $175 million in aggregate principal amount of the bonds. PROCEDURES GOVERNING THE ISSUANCE OF BONDS In accordance with the provisions of Section 2-278 Procedures governing the issuance of bonds, the Administration prepared the required fiscal analysis which included the following breakdown of the proposed Stormwater Revenue Bond issue. Sec. 2-278 (a) 1 (a) -estimated cost of the projects: The Stormwater program, adopted in 2015 will design and implement the upgrade of the City's stormwater drainage system to meet the new design criteria set by the City Commission with a potential estimated cost of$500 million and with a target completion timeframe of approximately 8-10 years. The estimate includes the Stormwater portion of existing and future neighborhood projects, the retrofit of some previously constructed neighborhood Stormwater systems, and miscellaneous Stormwater upgrades that have been identified by the Public Works Department. The upgrades include the installation of approximately 60 new pump stations and the conversion of 21 injection pumps. The estimated portion of the projects, for which the bonds are to be issued, is$100 million. Sec. 2-278 (a) 1 (b) -estimated revenues to be generated by the projects: These projects will either replace or enhance portions of the existing Stormwater system; the operation of such system is funded entirely by user fees. No additional fees are anticipated to be earned as a result of these projects and no additional increase in the user fee is required at this time. Page 673 of 1633 Sec. 2-278 (a) 1 (c) - estimated annual cost of maintaining, repairing and operating the projects: Operating and maintenance costs for these enhancements were included in the cost model that resulted in the Stormwater rate increase from $9.06 per ERU to $16.67 per ERU which became effective October 1, 2014 and from $16.67 per ERU to $23.01 per ERU which became effective October 1, 2016. However, additional operating or maintenance costs will require future increases to user fees. RESOLUTION If approved by the City Commission, in accordance with Sec. 2-278 (a) 3, a second public hearing will be held for this proposed Stormwater Revenue Bond issue on October 18, 2017, and will be advertised at least fifteen (15) days prior to the public hearing date. The Commission may approve by resolution other improvements as part of the Series 2018 Project in addition to and/or in lieu of one or more of the above improvements. Because of the character of the Series 2018 Stormwater Bonds, the prevailing market conditions, the complexity of structuring a system-wide financing program for the Stormwater System and the recommendations of the Financial Advisor, it was further determined that the sale of the Series 2018 Stormwater Bonds on the basis of a negotiated sale rather than a public sale by competitive bid is in the best interest of the City. The Resolution for the issuance of the Series 2018 Stormwater Bonds will delegate to the Mayor, relying upon the recommendation of the Chief Financial Officer and RBC Capital Markets (the City's Financial Advisor), the determination of various terms of the Series 2018 Bonds, including whether to secure one or more Credit Facilities and/or Reserve Account Insurance Policies with respect to the Series 2018 Bonds, the final award of the Series 2018 Bonds, the dates of redemption of the Prior Bonds to be redeemed prior to maturity, the payment of all related costs and expenses in connection with the issuance of the Bonds and all other actions necessary or desirable in connection with the issuance of the Series 2018 Bonds. The Chief Financial Officer is further authorized to establish procedures in order to ensure compliance by the City with the Series 2018 Continuing Disclosure Agreement, including the timely provision of information and notices. Prior to making any filing in accordance with such agreement, the Chief Financial Officer may consult with, as appropriate, the City Attorney or Bond Counsel. The Chief Financial Officer, acting in the name and on behalf of the City, shall be entitled to rely upon any legal advice provided by the City Attorney or Bond Counsel in determining whether a filing should be made. In order to describe and specify the terms of the City's continuing disclosure agreement, the Chief Financial Officer is hereby authorized and directed to enter into and deliver, in the name and on behalf of the City, a Disclosure Dissemination Agent Agreement (the "Series 2018 Continuing Disclosure Agreement"), with Digital Assurance Certification, L.L.C. ("DAC"), which is hereby appointed as disclosure dissemination agent with respect to the Series 2018 Bonds, in substantially the form presented at the meeting at which this Series Resolution was considered, subject to such changes, modifications, insertions and omissions and such filling-in of blanks therein as may be determined and approved by the Chief Financial Officer, after consultation with the City Attorney. The execution of the Series 2018 Continuing Disclosure Agreement, for and on behalf of the City by the Chief Financial Officer, shall be deemed conclusive evidence of the City's approval of the Series 2018 Continuing Disclosure Agreement. U.S. Bank National Association is hereby appointed as Bond Registrar for the Series 2018 Stormwater Bonds. Page 674 of 1633 The officers, agents and employees of the City, the Bond Registrar and DAC are hereby authorized and directed to do all acts and things and execute and deliver all documents, agreements and certificates required of them by the provisions of the Series 2018 Bonds, the Bond Resolution, the Series 2018 Bond Purchase Agreement, the Series 2018 Continuing Disclosure Agreement and this Series Resolution, for the full, punctual and complete performance of all the terms, covenants, provisions and agreements. The proposed Resolution appoints the following underwriters for the Series 2018 Bonds: Senior Manager- Citigroup Co-Manager - Wells Fargo Securities, Inc. Co-Manager - Estrada Hinojosa & Co. The underwriters for the Series 2018 Bonds were also approved at the City Commission meeting on March 1, 2017. Additionally, the proposed Resolution provides the structure for the issuance of other bonds and other forms of indebtedness of the City payable from the Net Revenues of the Stormwater System for the purpose of paying all or any part of the cost of any other improvements to the Stormwater System or to refund or refinance all or a portion of the bonds or any other series or other indebtedness of the City incurred with respect to the Stormwater System then outstanding. All such additional actions would require approval of the Mayor and City Commission. CONCLUSION The Stormwater Enterprise Fund must issue tax-exempt debt to provide proceeds in the amount of $100 million, plus issuance costs, in the coming months to cover the costs of Stormwater improvement projects. The need for future bond issues may be reduced by the allocation of Miami- Dade County funding to mitigate sea level rise, and any grant funds for which the City may be eligible. A refunding of a portion of the Series 2011A&B Stormwater Bonds will be combined with this issue if market conditions make such a refunding economical. The Administration recommends that the Mayor and City Commission of the City of Miami Beach, Florida, approve the resolution on second reading. FINANCIAL INFORMATION The security for the repayment of these amounts will be the net revenues generated from the Stormwater System. In 2016, the City Commission increased the rates to support the issuance of the second series of the Stormwater bonds. The City's stormwater rates are structured to collect the necessary revenues to meet annual operating and maintenance costs of the infrastructure, to cover debt service for stormwater bonds, and to maintain adequate operating fund reserves. Legislative Tracking Finance ATTACHMENTS: Page 675 of 1633 Description o Resolution o Bond Purchase Agreement ❑ Disclosure Dissemination Agreement • Draft Preliminary Official Statement (POS) ❑ Escrow Deposit Page 676 of 1633 CITY OF MIAMI BEACH, FLORIDA Stormwater Revenue and Revenue Refunding Bonds, Series 2018 BOND PURCHASE AGREEMENT , 20 Mayor and City Commission City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 Ladies and Gentlemen: Citigroup Global Markets Inc. (the "Senior Managing Underwriter"), acting on behalf of itself and Wells Fargo Bank, National Association 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 $ Stormwater Revenue and Revenue Refunding Bonds, Series 2018 (the "Series 2018 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. 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 25311/024/01247044.DOCv6 1 Page 686 of 1633 City, and the City hereby agrees to sell to the Underwriters all (but not less than all) of the Series 2018 Bonds for a purchase price equal to $ (which purchase price is the aggregate principal amount of the Series 2018 Bonds of $ , [plus/less] a net original issue [premium/discount] of $ and less an Underwriters' discount of $ ). The purchase price for the Series 2018 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 Series 2018 Bonds and as security for the performance by the Underwriters of their obligation to accept and to pay for the Series 2018 Bonds. If the City does not accept this offer, the Good Faith Deposit shall be immediately returned to the Senior Managing Underwriter by wire transfer credited to the order of the Senior Managing Underwriter in the amount of the Good Faith Deposit, in federal funds to the Senior Managing Underwriter. In the event the hereinafter defined Closing takes place, the amount of the Good Faith Deposit shall be credited against the purchase price of the Series 2018 Bonds pursuant to Section 1(a). In the event of the City's failure to deliver the Series 2018 Bonds at the Closing, or if the City shall be unable at or prior to the Closing to satisfy the conditions to the obligations of the Underwriters contained in this Purchase Agreement (unless such conditions are waived by the Senior Managing Underwriter), or if the obligations of the Underwriters shall be terminated for any reason permitted by this Purchase Agreement, the City shall immediately wire to the Senior Managing Underwriter in federal funds the Good Faith Deposit without interest, and such wire shall constitute a full release and discharge of all claims by the Underwriters against the City arising out of the transactions contemplated by this Purchase Agreement. In the event that the Underwriters fail other than for a reason permitted under this Purchase Agreement to accept and pay for the Series 2018 Bonds upon their tender by the City at the Closing, the amount of the Good Faith Deposit shall be retained by the City and such retention shall represent full liquidated damages and not a penalty, for such failure and for any and all defaults on the part of the Underwriters and the retention of such funds shall constitute a full release and discharge of all claims, rights and damages for such failure and for any and all such defaults. It is understood by both the City and the Underwriters that actual damages in the circumstances as described in the preceding sentence may be difficult or impossible to compute and may be greater or may be less than the Good Faith Deposit; therefore, the funds represented by the Good Faith Deposit are a reasonable estimate of the liquidated damages in 25311/024/01247044.DOCv6 2 Page 687 of 1633 this type of situation. Accordingly, the Underwriters hereby waive any right to claim that the actual damages of the City are less than such sum, and the acceptance of this offer by the City shall constitute a waiver of any right the City may have to additional damages from the Underwriters. (c) The Series 2018 Bonds will be issued pursuant to Chapter 166, Florida Statutes, as amended, the City of Miami Beach Charter and Section 403.0893(1), Florida Statutes, and other applicable provisions of law (collectively, the "Act"), and pursuant and subject to the terms and conditions of Resolution No. 2000-24127 adopted by the Mayor and City Commission of the City of Miami Beach, Florida (the "Commission") on October 18, 2000, as amended and supplemented from time to time, and as particularly supplemented by Resolution No. 2017- adopted by the Commission on , 2017 (collectively, the "Bond Resolution"). The Series 2018 Bonds will be secured as provided in the Bond Resolution. The Series 2018 Bonds shall mature and have such other terms and provisions as are described on Exhibit "B"hereto. Proceeds of the Series 2018 Bonds will provide funds, together with other available funds, to (i) pay the costs of certain capital improvements to the Stormwater Utility as described in the Bond Resolution (the "Series 2018 Project"), (ii) refund [all or a portion] of the City's outstanding Stormwater Revenue Bonds, Series 2011A (the "Series 2011A Bonds") and the Stormwater Revenue Refunding Bonds, Series 2011B (the "Series 2011B Bonds" and together with the Series 2011A Bonds, the "Refunded Bonds"), and (iii) pay costs of issuance of the Series 2018 Bonds. It shall be a condition to the obligation of the City to sell and deliver the Series 2018 Bonds to the Underwriters, and to the obligation of the Underwriters to purchase and accept delivery of the Series 2018 Bonds, that the entire aggregate principal amount of the Series 2018 Bonds shall be sold and delivered by the City and accepted and paid for by the Underwriters at the Closing. (d) (i) The Underwriters agree to make a bona fide public offering of substantially all of the Series 2018 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 [subject to the limitations in clause (iv) below] the Underwriters reserve the right to make concessions to certain dealers, certain dealer banks and banks acting as agents and to change such initial public offering prices as the Underwriters shall deem necessary in connection with the marketing of the Series 2018 Bonds. (ii) The Senior Managing Underwriter, on behalf of the Underwriters, agrees to assist the City in establishing the issue price of the Series 2018 Bonds and shall execute and deliver to the City at Closing an "issue price" or similar certificate, together with reasonable supporting documentation for such certification, such as the supporting pricing wires or equivalent communications, substantially in 25311/024/01247044.DOCv6 3 Page 688 of 1633 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 initial offering price or prices to the public and the actual sales price or prices or of the Series 2018 Bonds. (iii) [Except as otherwise set forth in Schedule A to Exhibit "C" in the form attached hereto,] the City will treat the first price at which 10% of each maturity of the Series 2018 Bonds (the "10% test") is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). [Schedule A to Exhibit "C" and subsection (iv) should only apply when the Senior Managing Underwriter agrees to apply the hold-the-offering-price rule, as described below.] (iv) The Senior Managing Underwriter confirms that the Underwriters have offered the Series 2018 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 A to Exhibit "C" attached hereto, except as otherwise set forth therein. Schedule A to Exhibit "C" also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Series 2018 Bonds for which the 10% test has not been satisfied and for which the City and the Underwriters agree that (i) the Senior Managing Underwriter will retain all of the unsold Series 2018 Bonds for each maturity for which the 10% test has not been satisfied and not allocate any such Series 2018 Bonds to any other Underwriter and (ii) 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 2018 Bonds, the Senior Managing Underwriter will neither offer nor sell unsold Series 2018 Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: (1) the close of the fifth(5th)business day after the sale date;or (2) the date on which the Underwriters have sold at least 10% of that maturity of the Series 2018 Bonds to the public at a price that is no higher than the initial offering price to the public. The Senior Managing Underwriter shall promptly advise the City when 10% of that maturity of the Series 2018 Bonds has been sold to the public at a price that is 25311/024/01247044.DOCv6 4 Page 689 of 1633 no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th)business day after the sale date. The City acknowledges that, in making the representation set forth in this subsection, the Senior Managing Underwriter will rely on (i) the agreement of each Underwriter to comply with the hold-the-offering-price rule, 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 2018 Bonds to the public, the agreement of,each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an Underwriter is a party to a retail distribution agreement that was employed in connection with the initial sale of the Series 2018 Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, as set forth in the retail 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 hold the offering price rule 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 retail distribution agreement to comply with its agreement regarding the hold-the-offering-price rule as applicable to the Series 2018 Bonds. (v) The Senior Managing Underwriter confirms that: (1) any agreement among underwriters, any selling group agreement and each retail distribution agreement (to which the Underwriters are a party) relating to the initial sale of the Series 2018 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 retail distribution agreement, as applicable (i) report the prices at which it sells to the public unsold Series 2018 Bonds of each maturity allotted to it until it is notified by the Senior Managing Underwriter that either the 10% test has been satisfied as the Series 2018 Bonds of that maturity or all Series 2018 Bonds of that maturity have been sold to the public (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Senior Managing Underwriter and as set forth in the related pricing wires, and (2) any agreement among underwriters relating to the initial sale of the Series 2018 Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter that is a party to a retail distribution agreement to be employed in connection with the initial sale of the Series 2018 Bonds to the public to require each broker-dealer that is a party to 25311/024/01247044.DOCv6 5 Page 690 of 1633 such retail distribution agreement to (A) report the prices at which it sells to the public the unsold Series 2018 Bonds of each maturity allotted to it until it is notified by the Senior Managing Underwriter or the Underwriters that either the 10% test has been satisfied as to the Series 2018 Bonds of that maturity or all Series 2018 Bonds of that maturity have been sold to the public and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Senior Managing Underwriter or the Underwriters and as set forth in the related pricing wires. (vi) The Underwriters acknowledge that sales of any Series 2018 Bonds to any person that is a related party to the Underwriters shall not constitute sales to the public for purposes of this section. Further, for purposes of this section: (1) "public" means any person other than an underwriter or a related party; (2) "underwriter" means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Series 2018 Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Series 2018 Bonds to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Series 2018 Bonds to the public); (3) a purchaser of any of the Series 2018 is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) 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), (ii) 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 (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and (4) "sale date" means the date of execution of this Purchase Agreement by all parties. (e) The Official Statement shall be provided for distribution, at the expense of the City, in such quantity as may be requested by the Underwriters no later than the earlier of (i) seven (7) business days after the date hereof, or (ii) one (1) business 25311/024/01247044.DOCv6 6 Page 691 of 1633 day prior to the Closing date, in order to permit the Underwriters to comply with Rule 15c2-12 (the "Rule") of the Securities and Exchange Commission ("SEC"), and the applicable rules of the Municipal Securities Rulemaking Board ("MSRB"), with respect to distribution of the Official Statement. The Senior Managing Underwriter agrees to file the Official Statement with the Electronic Municipal Market Access system ("EMMA") (accompanied by a completed Form G-32)by the date of Closing. The filing of the Official Statement with EMMA shall be in accordance with the terms and conditions applicable to EMMA. (f) From the date hereof until the earlier of (i) ninety days from the "end of the underwriting period" (as defined in the Rule), or (ii) the time when the Official Statement is available to any person from the MSRB (but in no case less than twenty-five (25) days following the end of the underwriting period), if any event occurs or a condition or circumstance exists which may make it necessary to amend or supplement the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party discovering such event, condition or occurrence shall notify the other party and if, in the reasonable opinion of the City or the reasonable opinion of the Senior Managing Underwriter, such event requires the preparation and publication of an amendment or supplement to the Official Statement, the City, at its expense, will promptly prepare an appropriate amendment or supplement thereto, in a form and in a manner reasonably approved by the Senior Managing Underwriter (and file, or cause to be filed, the same with the MSRB, and mail such amendment or supplement to each record owner of the Series 2018 Bonds) so that the statements in the Official Statement, as so amended or supplemented, will not, in light of the circumstances under which they were made,be misleading. Each party will promptly notify the other parties of the occurrence of any event of which it has knowledge or the discovery of such conditions or circumstance, which, in its reasonable opinion, is an event described in the preceding sentence. Notwithstanding the foregoing, if prior to the Closing either the City or the Underwriters hereto does not in good faith approve the form and manner of such supplement or amendment, the other may terminate this Purchase Agreement. The parties agree to cooperate in good faith with regard to the form and manner of the supplement or amendment to the Official Statement. Unless the City is otherwise notified by the Underwriters in writing on or prior to the date of Closing, the end of the underwriting period for the Series 2018 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. 25311/024/01247044.DOCv6 7 Page 692 of 1633 (g) The City hereby approves and authorizes the delivery and distribution of the Preliminary Official Statement dated as of , 2017 (the "Preliminary Official Statement") and the execution, delivery and distribution of the Official Statement in substantially the form of the Preliminary Official Statement, together with such other changes, amendments or supplements as shall be made and approved in writing by the Senior Managing Underwriter and the City prior to the Closing in connection with the public offering and sale of the Series 2018 Bonds. SECTION 2. The City represents and warrants to and agrees with the Underwriters as follows: (a) The Bond Resolution and the Rate Instrument (as hereinafter defined) were adopted and/or enacted by the Commission at meetings duly called and held in open session upon requisite prior public notice pursuant to the laws of the State of Florida and the standing resolutions and rules of procedure of the Commission. The City has full right, power and authority to adopt and/or enact the Bond Resolution and the Rate Instrument. On the date hereof, the Bond Resolution and the Rate Instrument are, 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 and Rate Instrument constitute the legal, valid and binding obligations of the City, enforceable in accordance with their terms. The Bond Resolution creates a lien upon and pledge of Net Revenues, for the payment of principal and interest on the Series 2018 Bonds and any additional Bonds hereinafter issued under the Bond Resolution (the "Additional Bonds"). (b) As of their respective dates and,with respect to the Official Statement, at the time of Closing, the statements and information contained in the Preliminary Official Statement and the Official Statement are and will be accurate in all material respects for the purposes for which their use is authorized, and do not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, any amendments to the Preliminary Official Statement and the Official Statement prepared and furnished by the City pursuant hereto will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Series 2018 Bonds, the Bond Resolution, the Rate Instrument, the Escrow Deposit Agreement (the "Escrow Deposit Agreement") between the City and U.S. Bank National Association (the "Escrow Agent") and the Disclosure Dissemination Agent Agreement relating to the Series 2018 Bonds (the 25311/024/01247044.DOCv6 8 Page 693 of 1633 "Continuing Disclosure Agreement") conform to the descriptions thereof set forth in the Official Statement. (c) The City is not in breach of or default under any applicable constitutional provision, law or administrative regulation of the State of Florida or the United States, or any agency or department of either, or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or to which the City or any of its properties or other assets is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument, in any such case to the extent that the same would have a material and adverse effect upon the business or properties or financial condition of the City or the Stormwater Utility, including the City's receipts of Net Revenues in the amount contemplated by the Official Statement; and the execution and delivery of the Series 2018 Bonds, the Continuing Disclosure Agreement, the Escrow Deposit Agreement and this Purchase Agreement and the adoption of the Bond Resolution, the adoption and/or enactment of the Rate Instrument, and compliance with the provisions on the City's part contained in each, will not conflict with or constitute a breach of or default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or to which the City or any of its properties or other assets is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or the assets of the City under the terms of any such law, regulation or instrument, except as provided or permitted by the Series 2018 Bonds and the Bond Resolution. (d) As of its date, the Preliminary Official Statement was deemed "final" (except for permitted omissions)by the City for purposes of paragraph (b)(1) of the Rule. (e) On the date hereof, the Commission is the governing body of the City and the City is, and will be on the date of the Closing, duly organized and validly existing as a municipality under the Act, with the power and authority set forth therein. (f) The City has full right, power and authority to issue, sell and deliver the Series 2018 Bonds to the Underwriters as described herein; to provide funds to finance the Series 2018 Project and to refund the Refunded Bonds;to have enacted and/or adopted the ordinances and/or resolutions which established the rates, fees, rentals, charges and other income which comprise Revenues of the Stormwater Utility, (collectively, the "Rate Instrument"); to enter into this Purchase Agreement, the Escrow Deposit Agreement and the Continuing Disclosure 25311/024/01247044.DOCv6 9 Page 694 of 1633 Agreement (collectively, the "Bond Documents"), to issue and deliver the Series 2018 Bonds as provided in this Purchase Agreement and the Bond Resolution, to apply the proceeds of the sale of the Series 2018 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. (g) At meetings of the Commission that were duly called and at which a quorum was present and acting throughout, the Commission approved the execution and delivery of the Series 2018 Bonds and the Bond Documents; authorized the execution and delivery of the Official Statement; and authorized the use of the Official Statement in connection with the public offering of the Series 2018 Bonds. The City represents that it will have no bonds or other indebtedness outstanding that are secured by the Net Revenues, other than as described in the Official Statement. All conditions and requirements of the Bond Resolution relating to the issuance of the Series 2018 Bonds have been complied with or fulfilled, or will be complied with or fulfilled on the date of Closing. (h) Since September 30, [2016], there has been no material adverse change in the financial position, results of operations or condition, financial or otherwise, of the City or its Stormwater Utility other than as disclosed in the Official Statement and the City has not incurred liabilities that would materially adversely affect its ability to discharge its obligations under the Bond Resolution or the Bond Documents, direct or contingent, other than as disclosed in the Official Statement. (i) No authorization, approval, consent or license of any governmental body or authority, not already obtained, is required for the valid and lawful execution and delivery by the City of the Series 2018 Bonds, the Bond Documents, the Official Statement, the adoption of the Bond Resolution and the adoption and/or enactment of the Rate Instrument, 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. (j) The City is not and has not been in default on any bond issued since December 31, 1975 that would be considered material by a reasonable investor, and the City has not served as a conduit issuer of bonds since such date. (k) 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 25311/024/01247044.DOCv6 10 Page 695 of 1633 Commission, or the titles of the officers of the Commission to their respective offices; (ii) seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Series 2018 Bonds or the collection of the Net Revenues, pledged to pay the principal of and interest on the Series 2018 Bonds in the manner and to the extent provided in the Bond Resolution, or the application of the proceeds of the Series 2018 Bonds or in which an unfavorable decision, ruling or finding would materially adversely affect the financial position of the City or the operations of its Stormwater Utility or the validity or enforceability of the Series 2018 Bonds, the Bond Resolution, the Rate Instrument or the Bond Documents; (iii) contesting in any way the completeness or accuracy of the Official Statement; (iv) adversely affect the exclusion of interest on the Series 2018 Bonds from gross income for federal income tax purposes; or (v) challenging the City's ownership or operation of the Stormwater Utility, nor, to the best knowledge of the City, is there any basis therefor. (1) When duly executed and delivered, the Series 2018 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. (m) The City will furnish such information, execute such instruments and take such other action in cooperation with the Senior Managing Underwriter as the Senior Managing Underwriter may reasonably request to: (i) qualify the Series 2018 Bonds for offer and sale under the "blue sky" or other securities laws and regulations of such states and other jurisdictions of the United States of America as the Senior Managing Underwriter may designate; (ii) determine the eligibility of the Series 2018 Bonds for investment under the laws of such states and other jurisdictions; and (iii) continue such qualifications in effect so long as required for the distribution of the Series 2018 Bonds; provided that the City will not be required to qualify to do business or submit to service of process in any such jurisdiction. (n) 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. (o) 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. (p) The City will undertake, pursuant to the Continuing Disclosure Agreement, to provide or cause to be provided to the MSRB certain annual financial 25311/024/01247044.DOCv6 11 Page 696 of 1633 information and operating data of the Stormwater Utility, and certain notices of material events, as more fully set forth in the Continuing Disclosure Agreement. A description of the undertaking will be set forth in the Official Statement. (q) 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 and the Stormwater Utility at the dates and for the periods indicated. (r) The City will provide to the rating agencies rating the Series 2018 Bonds appropriate periodic credit information necessary for maintaining the ratings on the Series 2018 Bonds. (s) 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. (t) At the time of Closing, the City will be in compliance in all respects with the covenants and agreements contained in the Bond Resolution and no Event of Default, nor an event which, with the lapse of time or giving of notice, or both, would constitute an Event of Default under the Bond Resolution will have occurred or be continuing. (u) The City will not take or omit to take any action which action or omission will in any way cause the proceeds from the sale of the Series 2018 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. (v) 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. (w) 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. 25311/024/01247044.DOCv6 12 Page 697 of 1633 SECTION 3. On or before the acceptance by the City of this Purchase Agreement, the Underwriters shall receive from the City certified copies of the Bond Resolution and the Rate Instrument. SECTION 4. At 10:00 a.m. (Eastern Time) on , 2018, 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 5(b) of this Purchase Agreement and shall release the Series 2018 Bonds, in the form of one typewritten, fully registered bond with a CUSIP identification number thereon for each maturity of the Series 2018 Bonds, duly executed and authenticated and registered in the name of Cede & Co., as nominee for DTC, through the DTC FAST System to the Underwriters. At the Closing, the Underwriters shall evidence their acceptance of delivery of the Series 2018 Bonds and pay the purchase price of the Series 2018 Bonds as set forth in Section 1(a) of this Purchase Agreement. SECTION 5. The Underwriters have entered into this Purchase Agreement in reliance upon the representations and agreements of the City herein and the performance by the City of its obligations hereunder, both as of the date hereof and as of the date of Closing. The City's and the Underwriters' obligations under this Purchase Agreement are and will be subject to the following further conditions: (a) at the time of Closing: (i) the Bond Resolution, the Rate Instrument and the Bond Documents will be in full force and effect and will not have been amended, modified or supplemented, except as may have been agreed to in writing by the Senior Managing Underwriter; (ii) the proceeds of the sale of the Series 2018 Bonds shall be applied as described in the Official Statement; and (iii) the Commission shall have duly adopted and there shall be in full force and effect, resolutions as, in the opinion of Bond Counsel, shall be necessary in connection with the transactions contemplated hereby; (b) at or prior to the Closing, the Underwriters shall receive the following documents: (i) the opinion of Bond Counsel with respect to the Series 2018 Bonds, dated the date of Closing, substantially in the form attached to the Official Statement as Appendix E, either addressed to the Underwriters and the City or accompanied by a letter addressed to the Underwriters indicating that it may rely on said opinion as if it were addressed to them; 25311/024/01247044.DOCv6 13 Page 698 of 1633 (ii) 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 Official Statement under the captions "INTRODUCTION", "PURPOSE OF THE ISSUE", 'DESCRIPTION OF THE SERIES 2018 BONDS" (except for information under the subheading "Book-Entry Only System" and "Discontinuance of Book-Entry Only System"), and "SECURITY AND SOURCES OF PAYMENT", and believe that, insofar as such statements purport to summarize certain provisions of the Series 2018 Bonds and the Bond Resolution, such statements present an accurate summary of such provisions; (B) they have reviewed the statements in the Official Statement under the caption "TAX MATTERS" and believe that such statements are accurate; (C) the Series 2018 Bonds are exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act") and the Bond Resolution is exempt from qualification under the Trust Indenture Act of 1939, as amended (the "1939 Act"); and (D) to the effect that, in reliance upon the schedules prepared by RBC Capital Markets, LLC and verified by Integrity Public Finance Consulting LLC, the Refunded Bonds shall not be deemed to be Outstanding; (iii) 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 it 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 Official Statement (except for the financial, statistical and demographic data and information in 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) contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Continuing Disclosure Agreement complies, in all material respects, with the requirements of Rule 15(c)2-12(b)(5); (iv) the opinion of Raul Aguila, 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, 25311/024/01247044.DOCv6 14 Page 699 of 1633 approvals and authorizations necessary for execution and delivery of the Bond Documents, for issuance of the Series 2018 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 Net Revenues, for the security of the Series 2018 Bonds; (D) the Commission has duly adopted the Bond Resolution and duly enacted and/or adopted the Rate Instrument and approved the form, execution, distribution and delivery of the Official Statement; (E) the Series 2018 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, as of its date, and the Official Statement, as of its date and the date of Closing, 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, 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 Official Statement under the caption "LITIGATION," there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body pending or, to the best of knowledge of such counsel, threatened, against or affecting the Commission or the City challenging the validity of the Series 2018 Bonds, the Bond Resolution, the Rate Instrument, the Bond Documents, or any of the transactions contemplated thereby or by the Official Statement, or challenging the existence of the City or the respective powers of the several offices of the officials of the City or the titles of the officials holding their respective offices, or challenging the City's ownership or operation of the Stormwater Utility or the pledge of the Net Revenues for the payment of the Series 2018 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 25311/024/01247044.DOCv6 15 Page 700 of 1633 Series 2018 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; (v) an opinion of counsel for the Underwriters covering such matters and in form reasonably satisfactory to the Senior Managing Underwriter; (vi) a certificate, dated the date of Closing, signed on behalf of the City by the Mayor and the City Manager of the City, setting forth such matters as the Senior Managing Underwriter may reasonably require, including that each of the representations of the City contained in Section 2 hereof were true and accurate in all material respects on the date when made, has been true and accurate in all material respects at all times since, and continues to be true and accurate in all material respects on the date of Closing as if made on such date; and stating that to the best of their knowledge, no event affecting the City, the Series 2018 Project, the refunding of the Refunded Bonds, the Stormwater Utility or the Series 2018 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; (vii) a customary signature certificate, dated the date of Closing, signed on behalf of the City by the City Clerk of the City; (viii) an executed copy of the Continuing Disclosure Agreement; (ix) evidence satisfactory to the Senior Managing Underwriter that the requirements of Sections 209 and 210 of the Bond Resolution have been satisfied; (x) letters from Moody's Investors Service, Inc. ("Moody's") Fitch Ratings, Inc. ("Fitch") and S&P Global Ratings ("S&P") addressed to the City, to the effect that the Series 2018 Bonds have been assigned ratings of " ," " " and " " (stable outlook), respectively, which ratings shall be in effect as of the Closing date; 25311/024/01247044.DOCv6 16 Page 701 of 1633 (xi) a customary authorization and incumbency certificate, dated the date of Closing, signed by authorized officers of the Bond Registrar; (xii) copies of the Blue Sky Survey and Legal Investment Survey, if any, prepared by Counsel to the Underwriters, indicating the jurisdictions in which the Series 2018 Bonds may be sold in compliance with the "blue sky" or securities laws of such jurisdictions; (xiii) an executed copy of the Escrow Deposit Agreement; (xiv) such additional documents as may be required by the Bond Resolution to be delivered as a condition precedent to the issuance of the Series 2018 Bonds; (xv) an executed copy of a letter from the Financial Feasibility Consultant consenting to the references to them in the Official Statement and inclusion of its Financial Feasibility Report attached as Appendix to the Official Statement; (xvi) an executed copy of a letter from the Consulting Engineers consenting to the references to them in the Official Statement and inclusion of its Report of Consulting Engineer attached as Appendix B to the Official Statement; (xvii) an executed copy of certificates of each of the Public Works Director, the Financial Feasibility Consultant and the Consulting Engineers to the effect that the information contained in the Official Statement is accurate and does not omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made,not misleading; (xviii) the Verification Report of Integrity Public Finance Consulting LLC verifying the mathematical accuracy of the computations contained in the schedules prepared by RBC Capital Markets, Inc. with respect to the defeasance of the Refunded Bonds and the yield on the Series 2018 Bonds and the securities held under the Escrow Deposit Agreement; and (xix) 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. 25311/024/01247044.DOCv6 17 Page 702 of 1633 SECTION 6. If the City shall be unable to satisfy the conditions to the Underwriters' obligations contained in this Purchase Agreement or if the Underwriters' obligations are terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and the Underwriters and the City shall have no further obligation hereunder, except that the respective obligations of the parties hereto provided in Section 7 hereof shall continue in full force and effect and the City shall return the Good Faith Deposit as provided in Section 1(b). SECTION 7. (a) The following costs and expenses relating to the transaction contemplated or described in this Purchase Agreement shall be borne and paid by the City regardless of whether the transaction contemplated herein shall close: printing of Series 2018 Bonds; printing or copying of closing documents (including the Preliminary Official Statement and the Official Statement) in such reasonable quantities as the Underwriters may request; fees and disbursements of Bond Counsel; fees and disbursements of the City's Financial Advisor; any accounting fees; the Bond Registrar fees; fees of the rating agencies; the cost of preparing the verification report, if any, and any other fees as described in Schedule A-1 hereto. The City shall pay any expenses incurred by the Underwriters on behalf of the City and its staff in connection with the marketing, issuance and delivery of the Series 2018 Bonds, including, but not limited to, meals, transportation and lodging of the City's employees and representatives; the City's obligations in regard to these expenses survive even if the underlying transaction fails to close or consummate. The Underwriters' expenses will be paid or reimbursed through the expense component of the Underwriter's discount, including the fees and expenses of Underwriters' counsel. (b) The Underwriters will pay (from the expense component of the Underwriter's discount): (i) the fees and disbursements of Underwriters' Counsel; (ii) all advertising expenses in connection with the public offering of the Series 2018 Bonds; and (iii) the cost of preparing, printing and distributing the Blue Sky and Legal Investment Surveys, if any, and the filing fees required by the "blue sky" laws of various jurisdictions. SECTION 8. The City acknowledges and agrees that (i) the purchase and sale of the Series 2018 Bonds pursuant to this Purchase Agreement is an arm's-length commercial transaction between the City and the Underwriters, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriters are and have been acting solely as a principal and is not acting as the agent or fiduciary of the City, (iii) the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the City 25311/024/01247044.DOCv6 18 Page 703 of 1633 with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriters have provided other services or are currently providing other services to the City on other matters) and the Underwriters have no obligation to the City with respect to the offering contemplated hereby except the obligations expressly set forth in this Purchase Agreement and (iv) the City has consulted its own legal, financial and other advisors to the extent it has deemed appropriate. SECTION 9. The Underwriters shall have the right to cancel their obligations hereunder by 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 or the legislature of the State of Florida shall have pending before it legislation, or a tentative decision with respect to legislation shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States of America, or legislation shall be favorably reported by such a committee or be introduced, by amendment or otherwise, in, or be passed by, the House of Representatives or the Senate, or recommended to the Congress of the United States of America for passage by the President of the United States of America, or be enacted by the Congress of the United States of America, or an announcement or a proposal for any such legislation shall be made by a member of the House of Representatives or the Senate of the Congress of the United States, or a decision by a court established under Article III of the Constitution of the United States of America or the Tax Court of the United States of America shall be rendered, or a ruling, regulation, or order of the Treasury Department of the United States of America or the Internal Revenue Service shall be made or proposed having the purpose or effect of imposing federal or state income taxation, or any other event shall have occurred which results in or proposes the imposition of federal or state income taxation, upon revenues or other income of the general character to be derived by the City, any of its affiliates, state and local governmental units or by any similar body or upon interest received on obligations of the general character of the Series 2018 Bonds which, in the Senior Managing Underwriter's opinion, materially and adversely affects the market price of the Series 2018 Bonds. (b) Any legislation, ordinance, rule, or regulation shall be introduced in or be enacted by any governmental body, department, or agency of the United States or of any state, or a decision by any court of competent jurisdiction within the United States or any state shall be rendered which, in the Senior Managing Underwriter's reasonable opinion, materially adversely affects the market price or marketability of the Series 2018 Bonds or the ability of the Underwriters to enforce contracts for the sale of the Series 2018 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 25311/024/01247044.DOCv6 19 Page 704 of 1633 made to the effect that the issuance, offering, or sale of obligations of the general character of the Series 2018 Bonds, or the issuance, offering, or sale of the Series 2018 Bonds, including all the underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of any provisions of the federal securities laws as amended and then in effect, including without limitation the registration provisions of the 1933 Act, or the registration provisions of the Securities Exchange Act of 1934 (the "1934 Act"), or the qualification provisions of the 1939 Act. (d) Legislation shall be introduced by amendment or otherwise in, or be enacted by, the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered to the effect that obligations of the general character of the Series 2018 Bonds, including all the underlying obligations, are not exempt from registration under or from other requirements of the 1933 Act or the 1934 Act, or with the purpose or effect of otherwise prohibiting the issuance, offering, or sale of obligations of the general character of the Series 2018 Bonds, as contemplated hereby or by the Official Statement. (e) Any event shall have occurred, or information shall have become known, which, in the Senior Managing Underwriter's reasonable opinion, makes untrue in any material respect any representation by or certificate of the City hereunder, or any statement or information furnished to the Underwriters by the City for use in connection with the marketing of the Series 2018 Bonds or any material statement or information contained in the Official Statement as originally circulated contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; provided, however, that the City shall be granted a reasonable amount of time in which to cure any such untrue or misleading statement or information. (f) Additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange. (g) The New York Stock Exchange or any other national securities exchange, or any governmental authority, shall impose, a general suspension of trading or, as to Series 2018 Bonds or obligations of the general character of the Series 2018 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. 25311/024/01247044.DOCv6 20 Page 705 of 1633 (i) Any proceeding shall be pending, or to the knowledge of the Underwriters, threatened, to restrain, enjoin, or otherwise prohibit the issuance, sale, or delivery of the Series 2018 Bonds by the City or the purchase, offering, sale, or distribution of the Series 2018 Bonds by the Underwriters, or for any investigatory or other proceedings under any federal or state securities laws or the rules and regulations of Financial Industry Regulatory Authority relating to the issuance, sale, or delivery of the Series 2018 Bonds by the City or the purchase, offering, sale, or distribution of the Series 2018 Bonds by the Underwriters. (j) There shall have occurred any new outbreak or escalation of hostilities, any declaration by the United States of war or any national or international calamity or crisis, the effect of such outbreak, escalation, declaration, calamity or crisis being such as would cause a major disruption in the municipal bonds market and as, in the reasonable judgment of the Senior Managing Underwriter, would materially adversely affect the market price or marketability of the Series 2018 Bonds or the ability of the Underwriters to enforce contracts for the sale of the Series 2018 Bonds. (k) Prior to Closing, any of the rating agencies which have rated the Series 2018 Bonds shall inform the City or the Underwriters that the Series 2018 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. (1) There shall have occurred, after the signing hereof, either a financial crisis with respect to the City or any agency or political subdivision thereof or proceedings under the bankruptcy laws of the United States or the State of Florida shall have been instituted by the City, in either case the effect of which, in the reasonable judgment of the Senior Managing Underwriter, is such as to materially and adversely affect the market price or the marketability of the Series 2018 Bonds or the ability of the Underwriters to enforce contracts of the sale of the Series 2018 Bonds. SECTION 10. Any notice or other communication to be given under this Purchase Agreement may be given by delivering the same in writing as follows: 25311/024/01247044.DOCv6 21 Page 706 of 1633 To the City at: City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 Attention:John Woodruff, Chief Financial Officer To the Underwriters (as the Senior Managing Underwriter, the representative on behalf of the Underwriters) at: Citigroup Global Markets Inc. 100 North Tampa Street, Suite 3750 Tampa, Florida 33602 Attention: Kevin Dempsey SECTION 11. This Purchase Agreement is made solely for the benefit of the City and the Underwriters (including the successors or assigns of the Underwriters), and no other person, partnership, association or corporation shall acquire or have any right hereunder or by virtue hereof. SECTION 12. All the representations, warranties and agreements of the Underwriters and the City in this Purchase Agreement shall remain operative and in full force and effect and shall survive delivery of and payment for the Series 2018 Bonds hereunder regardless of any investigation made by or on behalf of the Underwriters. SECTION 13. This Purchase Agreement shall be governed by and construed in accordance with the laws of the State of Florida. SECTION 14. This Purchase Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement; such counterparts may be delivered by facsimile transmission. 25311/024/01247044.DOCv6 22 Page 707 of 1633 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, CITIGROUP GLOBAL MARKETS INC., on behalf of itself and, WELLS FARGO BANK, NATIONAL ASSOCIATION and ESTRADA HINOJOSA & COMPANY, INC. By: Name: Kevin Dempsey Title: Director Accepted and confirmed as of the date first above written: CITY OF MIAMI BEACH, FLORIDA By: Name: Philip Levine Title: Mayor 25311/024/01247044.DOCv6 23 Page 708 of 1633 EXHIBIT A (Disclosure and Truth-in-Bonding Statement) $ CITY OF MIAMI BEACH, FLORIDA Stormwater Revenue and Revenue Refunding Bonds, Series 2018 , 2017 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 Stormwater Revenue and Revenue Refunding Bonds, Series 2018 (the "Series 2018 Bonds"), Citigroup Global Markets Inc. (the "Senior Managing Underwriter"), acting on behalf of itself, Wells Fargo Bank, National Association and Estrada Hinojosa & Company, Inc. (collectively, with the Senior Managing Underwriter, the "Underwriters"), has agreed to underwrite a public offering of the Series 2018 Bonds. Arrangements for underwriting the Series 2018 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 Series 2018 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 Series 2018 Bonds are set forth in schedule A-1 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 Series 2018 Bonds by the Underwriters. 25311/024/01247044.DOCv6Exhibit A-1 Page 709 of 1633 (c) The total underwriting spread is$ ($ /$1,000 of Bonds). (d) The Management Fee is$0 ($0/$1,000 of Bonds). (e) The Underwriters' Expenses are$ ($ /$1,000 of 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 Series 2018 Bonds to any person not regularly employed or retained by the Underwriters, except Underwriters' Counsel, Bryant Miller Olive P.A., as shown on Schedule A-1 hereto, including any "finder" as defined in Section 218.386(1)(a), Florida Statutes, as amended. (g) The names and addresses of the Underwriters are: Citigroup Global Markets Inc. 100 North Tampa Street, Suite 3750 Tampa, Florida 33602 Attn: Kevin Dempsey Wells Fargo Bank, National Association 2363 Gulf-to-Bay Blvd, Suite 200 Clearwater, Florida 33765 Attn: J. Michael 011iff Estrada Hinojosa& Company, Inc. 2937 S.W. 27th Avenue, Suite 200B Miami, Florida 33133 Attn: L. Reyes Abadin (h) The City is proposing to issue $ principal amount of the Series 2018 Bonds, as described in the Official Statement dated , 2017 relating to the Series 2018 Bonds (the "Official Statement"). These obligations are expected to be repaid over a period of approximately years. At a true interest cost rate of %, total interest paid over the life of the Series 2018 Bonds will be $ . Proceeds of the Series 2018 Bonds will provide funds, together with other available funds, to (i) pay the costs of certain improvements to the City's Stormwater Utility, (ii) refund the City's outstanding Stormwater Revenue Bonds, Series 2011A and Stormwater Revenue Refunding Bonds, Series 2011B and (iii) pay costs of issuance of the Series 2018 Bonds. (i) The anticipated source of repayment or security for the Series 2018 Bonds is the Net Revenues (as defined in the Bond Resolution, which in turn is defined in the Purchase Agreement). Authorizing these obligations will result in an average 25311/024/01247044.DOCv6Exhibit A-2 Page 710 of 1633 annual amount of approximately $ (total debt service divided by years) of the aforementioned funds not being available each year to finance the other services of the City over a period of approximately years, with respect to the Series 2018 Bonds. [Remainder of page intentionally left blank] 25311/024/01247044.DOCv6Exhibit A-3 Page 711 of 1633 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, CITIGROUP GLOBAL MARKETS INC., on behalf of itself and, WELLS FARGO BANK, NATIONAL ASSOCIATION and ESTRADA HINOJOSA & COMPANY, INC. By: Name: Kevin Dempsey Title: Director 25311/024/01247044.DOCv6Exhibit A-4 Page 712 of 1633 SCHEDULE "A-1" DETAILED BREAKDOWN OF UNDERWRITERS' DISCOUNT $ CITY OF MIAMI BEACH, FLORIDA Stormwater Revenue and Revenue Refunding Bonds, Series 2018 Spread Breakdown $/$1,000 Amount Average Takedown $ $ Expenses Total $ $ Expense Breakdown $/$1,000 Amount $ $ Total $ $ 25311/024/01247044.DOCv6Schedule A-1 Page 713 of 1633 EXHIBIT B $ CITY OF MIAMI BEACH,FLORIDA Stormwater Revenue and Revenue Refunding Bonds, Series 2018 MATURITIES, PRINCIPAL AMOUNTS,INTEREST RATES,YIELDS AND PRICES $ Serial Bonds Maturity Principal (September 1) Amount Interest Rate Yield Price $ % Term Bond Due September 1, ;Yield °/a;Price Redemption Provisions Optional Redemption [TO COME] Mandatory Sinking Fund Redemption [TO COME] 25311/024/01247044.DOCv6Exhibit B-1 Page 714 of 1633 EXHIBIT C $ CITY OF MIAMI BEACH, FLORIDA Stormwater Revenue and Revenue Refunding Bonds, Series 2018 ISSUE PRICE CERTIFICATE Citigroup Global Markets Inc. ("Citigroup"), for itself and as representative of the Underwriters (collectively, the "Underwriting Group") for the bonds identified above (the "Issue"), issued by the City of Miami Beach, Florida (the "Issuer"), based on its knowledge regarding the sale of the Issue, certifies as of this date as follows: (1) Issue Price. [If the issue price is determined using only the general rule (actual sales of at least 10%) in Regulations § 1.148-1(f)(2)(i): (A) As of the date of this certificate, for each Maturity of the Issue, the first price at which at least 10% of such Maturity of the Issue was sold to the Public is the respective price listed in the final Official Statement, dated [ ], 2018, for the Issue (the "Sale Price" as applicable to respective Maturities). The aggregate of the Sale Prices of each Maturity is$[ I (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 A as the "General Rule Maturities," the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A (the "Sale Price" as applicable to each Maturity of the General Rule Maturities). (B) On or before the Sale Date, the Underwriting Group offered the Maturities listed on Schedule A as the "Hold-the-Offering-Price Maturities" to the Public for purchase at the respective initial offering prices listed in the final Official Statement, dated [ ], 2018, for the Issue (the "Initial Offering Prices" as applicable to each Maturity of the Hold-the-Offering-Price Maturities). A copy of the pricing wire or equivalent communication for the Issue is attached to this certificate as Schedule B. (C) As set forth in the Bond Purchase Agreement, the members of the Underwriting Group have agreed in writing that, (i) Citigroup would retain all of the unsold bonds for each Maturity of the Hold-the-Offering-Price Maturities and not allocate any such bonds to any other Underwriter, (ii) for each Maturity of the Hold-the-Offering-Price 25311/024/01247044.DOCv6 B-2 Page 715 of 1633 Maturities, Citigroup would neither offer nor sell any unsold 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 (iii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, Citigroup (i) has retained all of the unsold bonds for each Maturity of the Hold-the-Offering-Price Maturities and not allocated any such bonds to any other Underwriter, and (ii) has not offered or sold any unsold bonds of 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 [ ], 2018, for the Issue (the "Initial Offering Prices"). A copy of the pricing wire or equivalent communication for the Issue is attached to this certificate as Schedule A. The aggregate of the Initial Offering Prices of each Maturity is $[ ] (the "Issue Price"). (B) As set forth in the Bond Purchase Agreement, the members of the Underwriting Group have agreed in writing that, (i) Citigroup would retain all of the unsold bonds for each Maturity of the Hold-the-Offering-Price Maturities and not allocate any such bonds to any other Underwriter, (ii) for each Maturity of the Issue, Citigroup would neither offer nor sell any unsold 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 (iii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, Citigroup (i) has retained all of the unsold bonds for each Maturity of the Hold-the-Offering-Price Maturities and not allocated any such bonds to any other Underwriter, and (ii) has not offered or sold any unsold Bonds of 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.] 25311/024/01247044.DOCv6 B-3 Page 716 of 1633 [(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 ([DATE]), 2018, or (ii) the date on which the Underwriters have 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. "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 [DATE],2018.] "Underwriter" means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Issue to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Issue to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Issue to the Public). All capitalized terms not defined in this Certificate have the meaning set forth in the Issuer's Tax Compliance Certificate or in Attachment A to it. (2) Yield. The Yield on the Issue is %, being the discount rate that, when used in computing the present worth of all payments of principal and interest to be paid on the Issue, computed on the basis of a 360-day year and semi-annual compounding, produces an amount equal to the Issue Price of the Issue as stated in paragraph (1) [computed with the adjustments stated in paragraphs (8) and (9)]. (3) Weighted Average Maturity. The weighted average maturity (defined below) of the Issue is years, and the remaining weighted average maturity of the Advance Refunded Bonds 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 25311/024/01247044.DOCv6 B-4 Page 717 of 1633 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 Citigroup to the Issuer for the Issue. [additional paragraphs to be inserted for Reserve Fund and Bond Insurance, if applicable] [(7) 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] [(7) 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 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.] [(8) 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] [(8) 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 25311/024/01247044.DOCv6 B-5 Page 718 of 1633 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] [(7) No Discount or Premium Maturities. No Maturity was sold at an original issue discount or premium.] (8 or 9) No Stepped Coupon Maturities. No Maturity bears interest at an increasing interest rate. 25311/024/01247044.DOCv6 B-6 Page 719 of 1633 The signer is an officer of Citigroup and duly authorized to execute and deliver this Certificate of Citigroup for itself and as representative of the Underwriting Group. Citigroup has relied on certifications made by the other members of the Underwriting Group in making certain of the representations contained herein. Although such certifications cannot be independently verified by us, we have no reason to believe them to be untrue in any material respect. The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Citigroup'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. Dated: , 2018 CITIGROUP GLOBAL MARKETS INC., ACTING ON BEHALF OF ITSELF AND WELLS FARGO BANK, NATIONAL ASSOCIATION AND ESTRADA HINOJOSA & COMPANY, INC. By: Title: 25311/024/01247044.DOCv6 B-7 Page 720 of 1633 [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 A 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 A 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 A 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 [ ], for the Issue that mature in the year[s] [ , , and ]."] SCHEDULE B 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 A PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached)] 25311/024/01247044.DOCv6Schedule A-1 Page 721 of 1633 DISCLOSURE DISSEMINATION AGENT AGREEMENT This Disclosure Dissemination Agent Agreement (the " )isclosure Agreement"), dated as of , 2018, is executed and delivered by the City of Miami Beach, Florida (the "Issuer") and Digital Assurance Certification, 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 he 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 tiled 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 CUSH° 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 010-8504800a/AmERicAs Page 722 of 1633 Dissemination Agent by the Issuer and include the full name of the Bonds and the 9-digit CUSLP numbers for all Bonds to which the document applies. "Disclosure Dissemination Agent" means Digital Assurance Certification, L.L.C, 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. "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). "Official Statement" means that Official Statement prepared by the Issuer in connection with the Bonds. 010-8510-1800/1/AMERICAS Page 723 of 1633 "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 30 days prior to the Annual Filing Date. Promptly upon receipt of an electronic copy of the Annual Report and the Certification, the Disclosure Dissemination Agent shall provide an Annual Report to the MSRB not later than two hundred forty (240) days after the end of each Fiscal Year, commencing with the Fiscal Year ending September 30, 201 . Such date and each anniversary thereof is the Annual Filing Date. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 3 of this Disclosure Agreement. (b) If on the fifteenth (15th) day prior to the Annual Filing Date, the Disclosure Dissemination Agent has not received a copy of the Annual Report and Certification, the Disclosure Dissemination Agent shall contact the Disclosure Representative by telephone and in writing (which may he 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 vill 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 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. 3 010-8510-1800/1/AMERICAS Page 724 of 1633 (e) The Disclosure Dissemination Agent shall: (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(h) 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 tiling pursuant to the Section of this Disclosure Agreement indicated: 'Principal and interest payment delinquencies.- pursuant to Sections 4(c) and 4(a)(1); 2. "Non-Payment related defaults. if material," pursuant to Sections 4(c) and 4(a)(2): 3. "Unscheduled draws on debt service reserves reflecting financial difficulties.- pursuant to Sections 4(c) and 4(a)(3): 4. "Unscheduled draws on credit enhancements reflecting financial difficulties,- pursuant to Sections 4(c) and 4(a)(4); 5. "Substitution of credit or liquidity providers, or their failure to perform.- pursuant to Sections 4(c) and 4(a)(5); 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," pursuant to Sections 4(c) and 4(a)(6); 7. "Modifications to rights of securities holders, if material," pursuant to Sections 4(c) and 4(a)(7); 8. "Bond calls, if material, and tender offers" pursuant to Sections 4(c) and 4(a)(8); 9. "Defeasances," pursuant to Sections 4(c) and 4(a)(9); 10. "Release, substitution, or sale of property securing repayment of the securities, if material,"pursuant to Sections 4(c) and 4(a)(10): 4 010-8510-1800/1/AMERICAS Page 725 of 1633 11. "Rating changes," pursuant to Sections 4(c) and 4(a)(11); 12. "Bankruptcy, insolvency, receivership or similar event of the obligated person," pursuant to Sections 4(c) and 4(a)(12); 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," pursuant to Sections 4(c) and.4(a)(13); and 14. "Appointment of a successor or additional trustee or the change of name of a trustee, if material." pursuant to Sections 4(c) and 4(014 . . (v) upon receipt (or irrevocable direction pursuant to Section 2(c) of this Disclosure Agreement, as applicable), promptly tile 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 tile 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 he by means of the DAC system, for so long as DAC is the Disclosure Dissemination Agent under this Disclosure Agreement. (0 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 tile 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 Stormwater Utility for the prior Fiscal Year: the information in the Official Statement under the captions "THE STORMWATER UTILITY - Rates, Fees and Charges" and 5 010-85104800/1/AMERICAS Page 726 of 1633 "ElISTORICAL AND FORECASTED SCI-IIJAJLE OF NEI REVENUES, DEBT SERVICE ANI) DEBT SERVICE COVERAGE", (b) Audited Financial Statements prepared in accordance with generally accepted accounting principles ("GAAP") vi1l 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 kvill 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: 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 security, 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: 6 0108510-1800/1/AmERKAs Page 727 of 1633 11. Rating changes on the Bonds: 12. Bankruptcy. insolvency, receivership or similar event of the Obligated Person; Note: for the purposes of the event identified in this subsCC1 017-1(a)(1 2), the event is considered to oc cur when any of the JOIlowing Occur: the appointment of a receiver. fiscal agent or similar officerfOr an Obligated Person ill 0 proceeding under the ('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 juri,sdic lion 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 hi a court or governMelnal (1111170110, having supoYision 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; and 14. Appointment of a successor or additional trustee or the change of name of a trustee, if material. 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 identity 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), 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 7 o1Oas104800,1/AmERIcAs Page 728 of 1633 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 tile 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 tiled pursuant to Section 7(a), the Issuer shall indicate the full name of the Bonds and the 9-digit CUSHnumbers 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. 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 8 010-8510-1800/1/AMERICAS Page 729 of 1633 of nationally recognized bond counsel to the effect that continuing disclosure is no longer requ i red. SECTION 9. Disclosure Dissemination Agent, The Issuer has appointed Digital Assurance Certification. L.L.C. as exclusive Disclosure Dissemination Agent under this Disclosure Agreement. The Issuer may, upon thirty (30) days 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) daysprior 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, the Holders' rights to enforce the provisions of this Disclosure Agreement shall he limited solely to a right, by action in mandamus or for specific performance, to compel performance of the parties' obligation 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 Bond 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 verity 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. 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. 9 010-85104800/1/AMERICAS Page 730 of 1633 (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 he 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 or 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 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 10 days following the giving of such notice, send a notice to the Disclosure Dissemination Agent in writing that it objects to such amendment. SECTION 13. Sources of Payments; No Personal Liability. Notwithstanding anything to the contrary contained in this Disclosure Agreement, the Issuer shall be required to use only Revenues to pay any costs and expenses to be incurred in the performance of this Disclosure Agreement by it, and the performance of its obligations hereunder shall be subject to the availability, of Revenues for that purpose; provided, that any such costs and expenses shall constitute Current Expenses under the Bond Resolution. This Disclosure Agreement does not and shall not constitute a general obligation of the Issuer. No covenant, stipulation, obligation or agreement of the Issuer contained in this Disclosure Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future officer, agent or employee of the Issuer in other than that person's official capacity. SECTION 14. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Disclosure Dissemination Agent, the Underwriters, and the holders from time to time of the Bonds, and shall create no rights in any other person or entity. 10 010-8510-1800/1/AMERICAS Page 731 of 1633 SECTION 15. Governing Law. This Disclosure Agreement shall be governed by the laws of the State of Florida. SECTION 16. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 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, L.L.C.,as Disclosure Dissemination Agent By: Name: Title: CITY OF MIAMI BEACH, FLORIDA, as Issuer By: John Woodruff Chief Financial Officer AfrPt1t.)8,,,_ FORM&LANGUAGE &FOR EXECUTION V GVick r t trt Ill A I i City Attol no 114 AA-to 'ate 11 010-8510-1800NAMERICAS Page 732 of 1633 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: Stormwater Revenue and Revenue Refunding Bonds, Series 2018 Date of Issuance: , 2018 Date of Official Statement: . 2018 CUSIP Numbers: A-1 010-8510-1800/1/AMERICAS Page 733 of 1633 EXHIBIT B NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT Issuer: City of Miami Beach, Florida Obligated Person: City of Miami Beach, Florida Name of Bond Issue: Stormwater Revenue and Revenue Refunding Bonds, Series 2018 Date of issuance: , 2018 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 , 2018, between the Issuer and Digital Assurance Certification, L.L.C., as Disclosure Dissemination Agent. The issuer has notified the Disclosure Dissemination Agent that it anticipates that the Annual Report will he filed by Dated: Digital Assurance Certification, L.L.C., as Disclosure Dissemination Agent, on behalf of the Issuer cc: City of Miami Beach, Florida B-1 010-8510-1800/1/AMERICAS Page 734 of 1633 AGENDA DRAFT II PRELIMINARY OFFICIAL STATEMENT DATE ,2018 NEW ISSUE - Book-Entry-Only Ratings: See"RATINGS"herein In the opinion of Squire Patton Boggs (US) LLP, Bond Counsel, under existing law (i) assuming continuing compliance with certain covenants and the accuracy of certain representations, interest on the Series 2018 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 corporations and(ii) the Series 2018 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 2018 Bonds may be subject to certain federal taxes imposed only on certain corporations, including the corporate alternative minimum tax on a portion of that interest. For a more complete discussion of the tax aspects relating to the Series 2018 Bonds, see "TAX MATTERS" herein. CITY OF MIAMI BEACH, FLORIDA STORMWATER REVENUE AND REVENUE REFUNDING BONDS SERIES 2018 Dated: Date of Delivery Due: September 1, as shown on inside cover page The City of Miami Beach, Florida Stormwater Revenue and Revenue Refunding Bonds, Series 2018 (the "Series 2018 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 whole multiple thereof. When issued, the Series 2018 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 2018 Bonds. Purchasers will not receive certificates representing their ownership interests in the Series 2018 Bonds purchased. See "DESCRIPTION OF THE SERIES 2018 BONDS - Book-Entry Only System" herein. Interest on the Series 2018 Bonds will accrue from their date of delivery and will be payable on September 1, 2018 and semiannually on each March 1 and September 1 thereafter. U.S. Bank National Association, Miami, Florida, will serve as the initial bond registrar and paying agent (collectively, the "Bond Registrar") for the Series 2018 Bonds. While the Series 2018 Bonds are registered through the DTC book-entry only system, principal of and interest on the Series 2018 Bonds will be payable by the Bond Registrar to DTC. The Series 2018 Bonds are being issued for the purpose of providing funds to (i) finance a portion of the costs of improving and upgrading the City's Stormwater Utility; (ii) together with other legally available moneys of the City,provide for the advance refunding and defeasance of(a) a portion of the City of Miami Beach, Florida Stormwater Revenue Bonds, Series 2011A (the "Series 2011A Bonds"), which will be outstanding immediately prior to issuance of the Series 2018 Bonds in the aggregate principal amount of $49,055,000, and (b) a portion of the City of Miami Beach, Florida Stormwater Revenue Refunding Bonds, Series 2011B (the "Series 2011B Bonds" and, together with the Series 2011A Bonds, the "Series 2011 Bonds"), which will be outstanding immediately prior to issuance of the Series 2018 Bonds in the aggregate principal amount of$25,855,000; and (iii)pay the costs related to the issuance of the Series 2018 Bonds and the advance refunding of the Series 2011 Bonds to be refunded. See "INTRODUCTION" and "PURPOSE OF THE ISSUE" herein. The Series 2018 Bonds are payable from and secured by a lien on and a pledge of the Net Revenues derived from the City's ownership or operation of the Stormwater Utility and certain other Page 735 of 1633 moneys held under the Resolution (as such terms are defined herein). Such lien on and pledge of Net Revenues and certain other moneys held under the Resolution, as described herein (the "Pledged Revenues"), shall be on a parity with the lien on and pledge of the Pledged Revenues (i) granted in favor of the City of Miami Beach, Florida Stormwater Revenue Refunding Bonds, Taxable Series 2009J-2 and the Series 2011 Bonds that will remain outstanding following issuance of the Series 2018 Bonds; and (ii) that may be granted by the City in favor of Additional Bonds, Refunding Bonds, Alternative Parity Debt and parity Short-Term Indebtedness; provided, however, that no deposit to the Reserve Account shall be made in connection with the issuance of the Series 2018 Bonds and the Series 2018 Bonds shall not be secured by, or entitled to any benefit from, amounts, Reserve Account Insurance Policies or Reserve Account Letters of Credit held in the Reserve Account or any subaccount therein for the benefit of the Series 2011 Bonds remaining Outstanding upon issuance of the Series 2018 Bonds, or any other Bonds that may be hereinafter issued under the Bond Resolution (as such terms are defined herein). See "SECURITY AND SOURCES OF PAYMENT" herein. The Series 2018 Bonds are subject to optional and mandatory sinking fund redemption prior to maturity as described herein. See "DESCRIPTION OF THE SERIES 2018 BONDS - Redemption Provisions" herein. THE CITY IS OBLIGATED TO PAY THE PRINCIPAL OF AND INTEREST ON THE SERIES 2018 BONDS SOLELY FROM THE PLEDGED REVENUES. THE SERIES 2018 BONDS SHALL NOT CONSTITUTE AN INDEBTEDNESS OF THE CITY, MIAMI-DADE COUNTY, FLORIDA, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION AND THE FAITH AND CREDIT OF THE CITY, MIAMI-DADE COUNTY, FLORIDA, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF IS NOT PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2018 BONDS. ISSUANCE OF THE SERIES 2018 BONDS SHALL NOT DIRECTLY,INDIRECTLY OR CONTINGENTLY OBLIGATE THE CITY,MIAMI-DADE COUNTY, FLORIDA, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF TO LEVY OR TO PLEDGE ANY TAXES WHATEVER THEREFOR, OR TO MAKE ANY APPROPRIATION FOR THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2018 BONDS, EXCEPT AS PROVIDED IN THE RESOLUTION. 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 to obtain information essential to the making of an informed investment decision. The Series 2018 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 Raul J. Aguila, 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. Bryant Miller Olive P.A., Miami, Florida, is serving as Counsel to the Underwriters. RBC Capital Markets, LLC, St. Petersburg, Florida, is serving as Financial Advisor to the City in connection with the issuance of the Series 2018 Bonds. It is expected that the Series 2018 Bonds will be available for delivery through DTC in New York, New York on or about , 2018. Citigroup Wells Fargo Securities Estrada Hinojosa & Company, Inc. Page 736 of 1633 Dated: , 2018 * Preliminary, subject to change. Ked herring: This Preliminary Official Statement and the injOrmaiion contained herein are subject to amendment and completion without notice. The .Series 2018 Bonds may not be sold and o/f<'rs to bay may not he<rcec jrtol prior to the time the O1licial Statement is clelircrred in final firm. 1,;der no circumstances shall this Statement coratitute an otter to,yell or the solicitation of an 017'0'10 hrrl nor shall there he any sine of the Series 2018 Bonds in any jurisdiction in it'hielt,srrch offer, soliritatiorr or sale would be nnlu1041 prior 10 reOistratlon or cluulllic'ation tinder the sec'r.rr-ities laws of(my such jurisdiction. Page 737 of 1633 MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, PRICES, YIELDS AND INITIAL CUSIP NUMBERS*t $ Series 2018 Serial Bonds Due Principal Interest Initial (September 1) Amount Rate Price Yield CUSIP Number 2018 $ % % 59324 2019 59324 2020 59324 2021 59324 2022 59324 2023 59324 2024 59324 2025 59324 2026 59324 2027 59324 2028 59324 2029 59324 2030 59324 2031 59324 2032 59324 2033 59324 2034 59324 2035 59324 2036 59324 2037 59324 2038 59324 2039 59324 2040 59324 2041 59324 2042 59324 2043 59324 2044 59324 2045 59324 2046 59324 2047 59324 Page 738 of 1633 $ Series 2018 Term Bonds $ % Series 2018 Term Bonds Due September 1, 20 —Price: /Yield: Initial CUSIP Number: 59324 * Preliminary, subject to change. t Neither the City nor the Underwriters is responsible for the use of CUSIP Numbers,nor is a representation made as to their correctness. The CUSIP Numbers are included solely for the convenience of the readers of this Official Statement. Page 739 of 1633 CITY OF MIAMI BEACH,FLORIDA MAYOR Philip Levine VICE MAYOR Ricky Arriola CITY COMMISSION John Elizabeth Aleman, Commissioner Kristen Rosen Gonzalez, Commissioner Michael Grieco, Commissioner Joy Malakoff, Commissioner Micky Steinberg, Commissioner ADMINISTRATION City Manager City Attorney Jimmy L. Morales, Esquire Raul J. Aguila, Esquire Chief Financial Officer City Clerk John Woodruff Rafael E. Granado, Esquire Assistant City Manager/Public Works Director Eric T. Carpenter,P.E. CONSULTANTS Bond Counsel Financial Advisor Squire Patton Boggs (US) LLP RBC Capital Markets, LLC Miami,Florida St. Petersburg, Florida Disclosure Counsel Consulting Engineer Law Offices of Steve E. Bullock,P.A. AECOM Miami,Florida Coral Gables,Florida Feasibility Consultant Independent Auditor Public Resources Management Group, Inc. Crowe Horwath LLP Maitland,Florida Fort Lauderdale,Florida Page 740 of 1633 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 2018 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 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 2018 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 2018 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 2018 BONDS FROM REGISTRATION OR QUALIFICATION IN CERTAIN STATES CANNOT BE REGARDED AS Page 741 of 1633 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 2018 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 2018 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 2018 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 2018 BONDS. THIS OFFICIAL STATEMENT IS BEING PROVIDED TO PROSPECTIVE PURCHASERS EITHER IN BOUND PRINTED FORM ("ORIGINAL BOUND FORMAT") OR IN ELECTRONIC FORMAT ON THE WEBSITE: WWW.MUNIOS.COM. 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 SUCH WEBSITE. 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). ii Page 742 of 1633 TABLE OF CONTENTS Page INTRODUCTION 1 PURPOSE OF THE ISSUE 2 General. 2 Series 2018 Project. 2 Plan of Refunding. 3 ESTIMATED SOURCES AND USES OF FUNDS 5 DESCRIPTION OF THE SERIES 2018 BONDS 5 General. 5 Redemption Provisions. 6 Book-Entry-Only System 7 Discontinuance of Book-Entry Only System 10 SECURITY AND SOURCES OF PAYMENT 10 General. 10 Flow of Funds. 11 Reserve Account. 12 Rate Covenant. 13 Additional Bonds 14 Refunding Bonds 16 Limited Liability. 17 Other Parity Indebtedness. 17 Subordinated Indebtedness. 17 Modifications or Supplements to Resolution 18 THE STORMWATER UTILITY. 19 General. 19 Public Works Department. 20 Infrastructure. 23 Capital Improvement Program 24 Government Regulations. 29 Rates,Fees and Charges. 32 Billing and Collection. 33 DEBT SERVICE SCHEDULE 35 HISTORICAL AND FORECASTED SCHEDULE OF NET REVENUES, DEBT SERVICE AND DEBT SERVICE COVERAGE. 36 FINDINGS AND CONCLUSIONS OF THE ENGINEER'S REPORT AND THE FEASIBILITY REPORT. 38 Opinions of the Series 2018 Consulting Engineer 39 Opinions of the Feasibility Consultant 40 TAX MATTERS 40 General. 40 Risk of Future Legislative Changes and/or Court Decisions. 42 Original Issue Discount and Original Issue Premium. 42 PENSION AND OTHER POST EMPLOYMENT BENEFITS. 43 Defined Benefit Plans. 43 Other Retirement and Compensation Plans. 51 Other Post Employment Benefits 52 FINANCIAL STATEMENTS 55 CONTINUING DISCLOSURE 55 hi Page 743 of 1633 LITIGATION. 56 LEGAL MATTERS. 56 ENFORCEABILITY OF REMEDIES. 57 RATINGS. 57 UNDERWRITING. 58 VERIFICATION OF MATHEMATICAL COMPUTATIONS. 59 EXPERTS. 59 FINANCIAL ADVISOR 59 CONTINGENT FEES 59 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY LAWS. 59 AUTHORIZATION CONCERNING OFFICIAL STATEMENT. 60 MISCELLANEOUS. 60 APPENDICES APPENDIX A - General Information and Economic Data Regarding the City of Miami Beach,Florida and Miami-Dade County,Florida. A-1 APPENDIX B - City of Miami Beach, Florida Engineer's Report for the Stormwater Revenue and Revenue Refunding Bonds, Series 2018. B-1 APPENDIX C - City of Miami Beach,Florida Financial Feasibility Report for the Issuance of Stormwater Revenue and Revenue Refunding Bonds, Series 2018. C-1 APPENDIX D - Excerpts from Comprehensive Annual Financial Report of the City of Miami Beach, Florida for the Fiscal Year Ended September 30, 2016 D-1 APPENDIX E - The Resolution. E-1 APPENDIX F - Proposed Form of Opinion of Bond Counsel. F-1 APPENDIX G - Proposed Form of Opinion of Disclosure Counsel. G-1 APPENDIX H - Form of Disclosure Dissemination Agent Agreement H-1 iv Page 744 of 1633 OFFICIAL STATEMENT relating to CITY OF MIAMI BEACH,FLORIDA STORMWATER REVENUE AND REVENUE REFUNDING BONDS SERIES 2018 INTRODUCTION The purpose of this Official Statement, including the cover page and all appendices, is to set forth certain information relating to the City of Miami Beach, Florida (the "City"), its stormwater management utility system, which is owned and operated by the City(the "Stormwater Utility") and the sale by the City of its $ * aggregate principal amount of Stormwater Revenue and Revenue Refunding Bonds, Series 2018 (the "Series 2018 Bonds"). The Series 2018 Bonds are being issued pursuant to the Constitution and Laws of the State of Florida, including Chapter 166 and Section 403.0893(1), Florida Statutes, as amended, and the City of Miami Beach Charter (collectively, the "Act") and other applicable provisions of law and pursuant and subject to the terms and conditions of Resolution No. 2000-24127 adopted by the Mayor and City Commission of the City (collectively, the "City Commission") on October 18, 2000 (the "Bond Resolution"), and Resolution No. 2017- adopted by the City Commission on October , 2017 (the "Series 2018 Resolution" and, collectively with the Bond Resolution, the "Resolution"). For a complete description of the terms and conditions of the Series 2018 Bonds, and the provisions of the Resolution, see "APPENDIX E - The Resolution." The Series 2018 Bonds will be issued in book-entry only form and purchasers of the Series 2018 Bonds will not receive certificates representing their interest in the Series 2018 Bonds purchased. The Series 2018 Bonds will contain such other terms and provisions,including provisions regarding redemption, as described in "DESCRIPTION OF THE SERIES 2018 BONDS" herein. The City has previously issued pursuant to the Bond Resolution its (i) $16,185,000 original principal amount of City of Miami Beach, Florida Stormwater Revenue Refunding Bonds, Taxable Series 2009J-2 (the "Series 2009 Bonds"), $5,505,000 of which are currently Outstanding; (ii) $52,130,000 original principal amount of City of Miami Beach, Florida Stormwater Revenue Bonds, Series 2011A (the "Series 2011A Bonds"), $49,055,000 of which are currently Outstanding and $44,270,000* of which (constituting the Series 2011A Bonds maturing on and after September 1, 2022) are expected to be advance refunded and defeased upon issuance of the Series 2018 Bonds (the"Refunded Series 2011A Bonds"); (iii) $26,575,000 original principal amount of City of Miami Beach, Florida Stormwater Revenue Refunding Bonds, Series 2011B (the "Series 2011B Bonds" and, together with the Series 2011A Bonds, the "Series 2011 Bonds"), $25,855,000 of which are currently Outstanding and $25,265,000* of which (constituting the Series 2011B Bonds maturing on and after September 1, 2022) are expected to be advance refunded and defeased upon issuance of the Series 2018 Bonds (the "Refunded Series 2011B Bonds" and, together with the Refunded Series 2011A Bonds, the "Refunded Bonds"); and (iv) $99,590,000 original principal amount of City of Miami Beach, Florida Stormwater Revenue Bonds, Series 2015 (the "Series 2015 Bonds"), $99,155,000 of which are currently Outstanding. The Series 2009 Bonds, the portion of the Series 2011A Bonds expected to remain Outstanding in the aggregate principal amount of$4,785,000* after issuance of the Series 2018 Bonds, the portion of the Series 2011B Bonds expected to remain Outstanding * Preliminary, subject to change. Page 745 of 1633 in the aggregate principal amount of$590,000* after issuance of the Series 2018 Bonds, and the Series 2015 Bonds, are collectively referred to herein as the "Outstanding Bonds." The Series 2018 Bonds, the Outstanding Bonds and any Additional Bonds and Refunding Bonds hereafter issued are collectively referred to herein as the "Bonds." The principal of and interest on the Series 2018 Bonds will be secured by a lien on and pledge of the Pledged Revenues as described herein, on a parity with the Outstanding Bonds and any other Bonds, Alternative Parity Debt or parity Short-Term Indebtedness that may be issued from time to time under the Bond Resolution; provided, however, that no deposit to the Reserve Account shall be made in connection with the issuance of the Series 2018 Bonds and the Series 2018 Bonds shall not be secured by, or entitled to any benefit from, amounts,Reserve Account Insurance Policies or Reserve Account Letters of Credit held in the Reserve Account or any subaccount therein for the benefit of the Series 2011 Bonds remaining Outstanding upon issuance of the Series 2018 Bonds,or any other Bonds that may be hereinafter issued under the Bond Resolution. See "SECURITY AND SOURCES OF PAYMENT - General and - Reserve Account" 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 2018 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: (305) 673-7466, Facsimile number: (305) 673-7795, Email address: www.miamibeachfl.gov/finance. Capitalized terms used but not defined in this Official Statement shall have the meanings ascribed to such terms in the Resolution. See "APPENDIX E - The Resolution." PURPOSE OF THE ISSUE General The Series 2018 Bonds are being issued by the City for the purpose of providing funds to (i) finance a portion of the costs of certain capital improvements currently contemplated as part of the City's multi-year program to improve and enhance the effectiveness and reliability of the Stormwater Utility (the "Series 2018 Project"), as more particularly described below in"PURPOSE OF THE ISSUE - Series 2018 Project;" (ii) together with other legally available moneys of the City, provide for the advance refunding and defeasance of the Refunded Bonds, as more particularly described below in "PURPOSE OF THE ISSUE - Plan of Refunding;" and (iii) pay costs related to the issuance of the Series 2018 Bonds and the advance refunding of the Refunded Bonds. See "ESTIMATED SOURCES AND USES OF FUNDS" herein. Series 2018 Project The improvements constituting the Series 2018 Project are part of the additions and upgrades recommended in the master plans for the Stormwater Utility. The master plans were prepared by * Preliminary, subject to change. 2 Page 746 of 1633 engineering consultants retained for such purpose by the City. See "THE STORMWATER UTILITY - Capital Improvement Program"herein. The improvements comprising the Series 2018 Project include the following: (i) Repair, replacement and/or installation of curbs and gutters; (ii) Reconstruction and/or raising of streets and sidewalks; (iii) Repair, replacement and/or installation of collection systems (including,but not limited to, catch basins, manholes and storage facilities); (iv) Construction of pumping stations and water quality treatment devices; (v) Repair and/or upgrade of existing outfalls (including, but not limited to, tidal backflow prevention devices); and (vi) Any additional improvements to the Stormwater Utility the City Commission may approve by resolution as part of the Series 2018 Project in addition to and/or in lieu of one or more of the foregoing improvements. For a more detailed discussion of the specific improvements expected to be implemented as part of the Series 2018 Project and the estimated Cost of such improvements, see "THE STORMWATER UTILITY - Capital Improvement Program" herein and "APPENDIX B - City of Miami Beach, Florida Engineer's Report for the Stormwater Revenue and Revenue Refunding Bonds, Series 2018," including, in particular, "Capital Improvements" in the Engineer's Report. The portion of the proceeds of the Series 2018 Bonds that is to be used to pay the Costs of the Series 2018 Project will be deposited into the Series 2018 Construction Account established under the Series 2018 Resolution. Until withdrawn to pay Costs of the Series 2018 Project in accordance with the Resolution, the proceeds of the Series 2018 Bonds deposited into the Series 2018 Construction Account will be held in trust and subject to the lien and pledge of the Resolution created for the benefit of the holders of the Series 2018 Bonds. Plan of Refunding A portion of the proceeds of the Series 2018 Bonds, together with other legally available moneys of the City,will be used to provide for the advance refunding and defeasance of the Refunded Bonds. The City will provide for the Refunded Bonds to be redeemed on September 1, 2021 at a redemption price equal to one hundred percent (100%) of the principal amount of the Refunded Bonds, without premium. To effect the advance refunding of the Refunded Bonds,the City will enter into an Escrow Deposit Agreement (the "Escrow Deposit Agreement") on or prior to the delivery of the Series 2018 Bonds with U.S. Bank, National Association (the "Escrow Agent"). Pursuant to the terms of the Escrow Deposit Agreement, on the date of issuance of the Series 2018 Bonds, the City will deposit a portion of the proceeds of the Series 2018 Bonds,together with other legally available moneys of the City, into an escrow deposit trust fund to be maintained by the Escrow Agent (the "Escrow Deposit Trust Fund"). A portion of such proceeds and other legally available moneys will be applied on the date of delivery of the Series 2018 Bonds to the purchase of non-callable direct obligations of the United States of America (the "Government Obligations"), maturing at such times and in such amounts so that the maturing principal, together with the interest income thereon and cash held uninvested in the Escrow Deposit Trust Fund, will 3 Page 747 of 1633 be sufficient to pay the principal of and interest due on the Refunded Bonds to and including September 1, 2021, on which date the Refunded Bonds will be redeemed. Subsequent to the deposit of moneys into the Escrow Deposit Trust Fund and the investment of such moneys as described in the preceding paragraph, in the opinion of Bond Counsel, rendered in reliance upon schedules verified as to accuracy by Integrity Public Finance Consulting LLC (the "Verification Agent"), the Refunded Bonds will no longer be Outstanding under the provisions of the Bond Resolution. See "VERIFICATION OF MATHEMATICAL COMPUTATIONS" herein. The maturing principal of and interest on the Government Obligations and cash held uninvested in the Escrow Deposit Trust Fund will not be available to pay principal of and interest on any of the Series 2018 Bonds. The Refunded Bonds shall consist of the following: Refunded Series 2011A Bonds Maturity Principal Maturity Principal (September 1) Amount (September 1) Amount 2022 $1,350,000 2029 $ 1,905,000 2023 1,415,000 2030 1,990,000 2024 1,490,000 2031 2,095,000 2025 1,570,000 20360X2) 7,470,000 2026 1,650,000 2036("(3) 4,565,000 2027 1,740,000 2041(1X3) 2,000,000 2028 1,810,000 2041(1)(4) 13,220,000 (1) Term Bonds. (2) Bearing interest at the rate of 4.700%per annum. (3) Bearing interest at the rate of 5.000%per annum. (4) Bearing interest at the rate of 4.750% per annum. Refunded Series 2011B Bonds Maturity Principal Maturity Principal (September 1) Amount (September 1) Amount 2022 $2,295,000 2025 $ 2,670,000 2023 2,410,000 2030(1) 15,350,000 2024 2,540,000 (1) Term Bonds. 4 Page 748 of 1633 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 2018 Bonds: Sources of Funds Par Amount of Series 2018 Bonds $ Net Original Issue Premium/Discount Other Legally Available Moneysw Total Estimated Sources of Funds $ Uses of Funds Deposit to Series 2018 Construction Account« $ Deposit to Escrow Deposit Trust Fund(3) Deposit to Series 2018 Cost of Issuance Account(4) Underwriters' Discount Total Estimated Uses of Funds $ (1) Constitutes amount held under the Bond Resolution to pay principal of and interest due on the Refunded Bonds. (2) See "PURPOSE OF THE ISSUE - Series 2018 Project" herein. (3) See "PURPOSE OF THE ISSUE - Plan of Refunding" herein. (4) To pay certain costs of issuance of the Series 2018 Bonds and the advance refunding of the Refunded Bonds, including,without limitation,printing costs and fees of bond counsel,disclosure counsel,the financial advisor, the rating agencies, the Series 2018 Consulting Engineer and the Feasibility Consultant. DESCRIPTION OF THE SERIES 2018 BONDS General The Series 2018 Bonds will be dated their date of delivery. The Series 2018 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 2018 Bonds is payable semiannually commencing on September 1, 2018 and on each March 1 and September 1 thereafter. Such interest shall be calculated on the basis of a 360 day year consisting of twelve 30-day months. The City has appointed U.S. Bank National Association, Miami, Florida, to serve as the paying agent and as the bond registrar for the Series 2018 Bonds (collectively, the "Bond Registrar"). In any case where the maturity date of, or the date for the payment of the principal of or interest on the Series 2018 Bonds, or the date fixed for redemption of the Series 2018 Bonds shall not be a business day,then payment of such interest or principal or redemption price need not be made by the Bond Registrar on such date but may be made on the next succeeding business day with the same force and effect as if made on the Interest Payment Date, date of maturity or the date fixed for redemption, and no interest shall accrue for the period after such Interest Payment Date, date of maturity or date fixed for redemption. The Series 2018 Bonds will be issued as fully registered bonds, without coupons, in denominations of$5,000 or any whole 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"). 5 Page 749 of 1633 Purchases of beneficial interests in the Series 2018 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 2018 Bonds shall be in book-entry-only form, the principal of and interest on the Series 2018 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 2018 BONDS - Book-Entry Only System" herein. Redemption Provisions Optional Redemption The Series 2018 Bonds maturing on or before September 1, 20 are not subject to redemption prior to maturity. The Series 2018 Bonds maturing on or after September 1, 20 are subject to redemption prior to maturity, at the option of the City, on or after September 1, 20 , in whole or in part at any time, in any order of maturity selected by the City and by lot or by such other manner as the Bond Registrar shall deem appropriate within a maturity, at a redemption price equal to one hundred percent (100%) of the principal amount of the Series 2018 Bonds to be redeemed, together with accrued interest to the date fixed for redemption and without premium. Mandatory Sinking Fund Redemption The Series 2018 Bonds maturing on September 1, 20 are subject to mandatory sinking fund redemption prior to maturity, in part, by lot or by such other manner as the Bond Registrar shall deem appropriate, through the application of Amortization Requirements, at a redemption price equal to one hundred percent (100%) of the principal amount thereof, on September 1 of each year in the following amounts and in the years specified: Due Amortization (September 1) Requirement * * Final maturity. Notice of Redemption Mailing of Notice of Redemption. At least thirty (30) days, but not more than sixty (60) days, before the redemption date, a notice of redemption (a) shall be filed by the City with the Bond Registrar and (b) shall be mailed by the Bond Registrar, first class mail, postage prepaid, to all registered owners of Series 2018 Bonds (which, so long as DTC shall act as securities depository for the Series 2018 Bonds, shall be Cede & Co.) to be redeemed at their addresses as they appear on the registration books of the Bond Registrar, but failure so to mail any such notice to any registered owner shall not affect the validity of the proceedings for such redemption. Each such notice shall specify the redemption date and the place or places where amounts due upon such redemption will be payable and, if less than all of the Series 2018 Bonds are to be redeemed, the numbers or other distinguishing marks of such Series 2018 Bonds to be redeemed in part and the respective portions thereof to be redeemed. Such notice shall further state that on such date there shall become due 6 Page 750 of 1633 and payable upon each of the Series 2018 Bonds to be redeemed the redemption price or the specified portions thereof in the case of Series 2018 Bonds to be redeemed in part only, together with interest accrued to the redemption date, and that from and after such date interest thereon shall cease to accrue and be payable on such Series 2018 Bonds or portions thereof so redeemed. In the case of an optional redemption of the Series 2018 Bonds, the redemption notice may state that(a) it is conditioned upon the deposit of moneys with the Bond Registrar or with a bank, trust company or other appropriate fiduciary institution acting as escrow agent(the "escrow agent"), in amounts necessary to effect the redemption, no later than the redemption date, or (b) the City retains the right to rescind such notice on or prior to the scheduled redemption date (in either case, a"Conditional Redemption"), and such notice and optional redemption shall be of no effect if such moneys are not so deposited or if the notice is rescinded as described in this paragraph. Any such notice of Conditional Redemption shall be captioned "Conditional Notice of Redemption." Any Conditional Redemption may be rescinded at any time prior to the redemption date if the City delivers a written direction to the Bond Registrar directing the Bond Registrar to rescind the redemption notice. The Bond Registrar shall give prompt notice of such rescission to the affected Bondholders. Any Series 2018 Bonds subject to Conditional Redemption where redemption has been rescinded shall remain Outstanding, and neither the rescission nor the failure by the City to make such moneys available shall constitute an Event of Default under the Bond Resolution. Effect of Calling for Redemption. On the date so designated for redemption, notice having been filed and mailed in the manner and under the conditions described above, the Series 2018 Bonds so called for redemption shall become and be due and payable at the redemption price provided for redemption of such Series 2018 Bonds on such date, and, moneys for payment of the redemption price being held in separate accounts by the Chief Financial Officer or by the Bond Registrar in trust for the Holders of the Series 2018 Bonds to be redeemed, all as provided in the Resolution, interest on the Series 2018 Bonds so called for redemption shall cease to accrue, such Series 2018 Bonds shall cease to be entitled to any lien, benefit or security under the Resolution, and the Holders or registered owners of such Series 2018 Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof and accrued interest thereon. Book-Entry Only System The following description of the procedures and record keeping with respect to beneficial ownership interests in the Series 2018 Bonds, payment of the principal of and interest on the Series 2018 Bonds to DTC Participants or Beneficial Owners (as such terms are hereinafter defined) of the Series 2018 Bonds, confirmation and transfer of beneficial ownership interest in the Series 2018 Bonds and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners of the Series 2018 Bonds is based solely on information furnished by DTC on its website for inclusion in this Official Statement. Accordingly, neither the City nor the Underwriters can make any representation concerning these matters or take any responsibility for the accuracy or completeness of such information. DTC will act as securities depository for the Series 2018 Bonds. The Series 2018 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 2018 Bond certificate will be issued for each maturity of the Series 2018 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 7 Page 751 of 1633 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 2018 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2018 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2018 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 2018 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 2018 Bonds, except in the event that use of the book-entry system for the Series 2018 Bonds is discontinued. To facilitate subsequent transfers, all Series 2018 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 2018 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 2018 Bonds. DTC has no knowledge of the actual Beneficial Owners of the Series 2018 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2018 Bonds are credited, which may or may not be the Beneficial Owners. The DTC Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by DTC Participants to Beneficial Owners, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2018 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2018 Bonds, such as redemptions, defaults and proposed amendments to the documents securing the Series 2018 Bonds. For example, Beneficial Owners of the Series 2018 Bonds may wish to ascertain that the nominee holding the Series 2018 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the 8 Page 752 of 1633 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 2018 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 2018 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 2018 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the Series 2018 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 Bond Registrar 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 Bond Registrar 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 Bond Registrar, 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 NOR THE BOND REGISTRAR 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 2018 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 2018 BONDS, ANY NOTICE WHICH IS PERMITTED OR REQUIRED TO BE GIVEN TO BONDHOLDERS UNDER THE BOND 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 2018 BONDS,OR ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS BONDHOLDER. SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2018 BONDS,AS NOMINEE OF DTC, REFERENCES IN THIS OFFICIAL STATEMENT TO THE BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2018 BONDS SHALL MEAN CEDE & CO., AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2018 BONDS. 9 Page 753 of 1633 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 2018 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 2018 Bond certificates. In such event, the City shall prepare and execute, and the Bond Registrar shall authenticate, transfer and exchange, Series 2018 Bond certificates as requested by DTC in appropriate amounts and within the guidelines set forth in the Bond Resolution. DTC may also determine to discontinue providing its services with respect to the Series 2018 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 2018 Bond certificates as described herein. In the event Series 2018 Bond certificates are issued, the provisions of the Bond 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 2018 Bonds to any DTC Participant having Series 2018 Bonds credited to its DTC account; or(ii)to arrange for another securities depository to maintain custody of certificates evidencing the Series 2018 Bonds. SECURITY AND SOURCES OF PAYMENT General The Bonds issued under the Bond Resolution are limited obligations of the City, payable solely from and secured by a lien upon and pledge of Net Revenues and, to the extent provided in the Bond Resolution, from Impact Fees and Special Assessments, and all moneys held in the respective Funds and Accounts established under the Bond Resolution other than the Subordinated Indebtedness Account and the Arbitrage Rebate Fund (collectively, the "Pledged Revenues"). See APPENDIX E - The Resolution for a further description of the sources of funds pledged as security for the Bonds and referred to herein as the Pledged Revenues. The Series 2018 Bonds are payable from and secured by the Pledged Revenues on a parity with the Outstanding Bonds and any other Bonds, Alternative Parity Debt or parity Short-Term Indebtedness that may be issued from time to time under the Bond Resolution; provided, however, that no deposit to the Reserve Account shall be made in connection with the issuance of the Series 2018 Bonds and the Series 2018 Bonds shall not be secured by, or entitled to any benefit from, amounts, Reserve Account Insurance Policies or Reserve Account Letters of Credit held in the Reserve Account or any subaccount therein for the benefit of the Series 2011 Bonds remaining Outstanding upon issuance of the Series 2018 Bonds, or any other Bonds that may be hereinafter issued under the Bond Resolution. With respect to the Series 2018 Bonds, there will be no Special Assessments or Impact Fees available to pay principal of or interest on the Series 2018 Bonds. Therefore, as applied to the Series 2018 Bonds, "Pledged Revenues" shall not be deemed to include Special Assessments or Impact Fees. "Net Revenues" is defined in the Bond Resolution as being, for any particular period, the amount of Revenues for such period less Current Expenses for such period. "Revenues" is defined in the Bond Resolution as all moneys received by the City in connection with or as a result of its ownership or operation of the Stormwater Utility, including the income derived 10 Page 754 of 1633 by the City from the provision of stonnwater management utility services, any proceeds of use and occupancy insurance on the Stormwater Utility or any part thereof, payments made to the City under Interest Rate Swap arrangements, income from investments made under the Bond Resolution and, except for certain purposes related to the issuance of Additional Bonds under the Bond Resolution, amounts transferred or to be transferred from the Rate Stabilization Account; provided, however, Revenues shall not include grants, contributions or donations, investment income from investments of moneys on deposit in the Construction Fund, the Subordinated Indebtedness Account,the Impact Fee Account and the Special Assessment Account, proceeds of insurance (except use and occupancy insurance) and condemnation awards, moneys held in the Subordinated Indebtedness Account and in any Arbitrage Rebate Fund created pursuant to the Bond Resolution,proceeds of sales of property constituting a part of the Stormwater Utility, Special Assessments, the proceeds of Bonds or other Utility Debt and Impact Fees. "Current Expenses" is defined in the Bond Resolution as the City's reasonable and necessary current expenses of maintenance, repair and operation of the Stormwater Utility and shall include, without limiting the generality of the foregoing, all ordinary and usual expenses of maintenance and repair, which may include expenses not annually recurring, any reasonable payments to pension or retirement funds properly chargeable to the Stormwater Utility, insurance premiums, engineering expenses relating to maintenance,repair and operation, fees and expenses of the Bond Registrar, legal and accounting expenses, any fees, fines, or penalties lawfully imposed on the Stormwater Utility, any taxes which may be lawfully imposed on the Stormwater Utility or its income or operations and reserves for such taxes, annual fees for the maintenance of Credit Facilities, Liquidity Facilities, Reserve Account Insurance Policies, Reserve Account Letters of Credit or Interest Rate Swaps (other than payments due under an Interest Rate Swap on a parity with interest due on the Bonds and termination payments thereunder), and any other expenses required to be paid by the City in connection with the Stormwater Utility under the provisions of the Bond Resolution or by law, including any amounts required from time to time to pay arbitrage rebate to the United States of America or to fund the Arbitrage Rebate Fund, but shall not include any reserves for extraordinary maintenance or repair, or any allowance for depreciation, or any administrative expenses payable to the City's General Fund, or any deposits or transfers to the credit of the Debt Service Account, the Reserve Account, the Rate Stabilization Account, the Subordinated Indebtedness Account, the Impact Fee Account or the Special Assessment Account. Flow of Funds The City maintains a special fund designated the "Stormwater Utility Fund" (the "Enterprise Fund"). The Bond Resolution establishes within the Enterprise Fund the Debt Service Account(and within the Debt Service Account, the Bond Service Subaccount and Redemption Subaccount), Reserve Account, Rate Stabilization Account, Subordinated Indebtedness Account, Impact Fee Account and Special Assessment Account. The Bond Resolution also establishes the Construction Fund. All such funds and accounts will be held by the City, and no independent trustee has been appointed to hold the moneys in such funds for the benefit of the Bondholders. The City deposits all Revenues collected from the operation of the Stormwater Utility into the Enterprise Fund. Not later than the twentieth (20te) day of each month, the City will withdraw from the Enterprise Fund (except for an amount equal to the next two (2) month's Current Expenses under the Annual Budget, which amount shall be held for the payment of Current Expenses) and deposit the funds withdrawn in the following order: (a) To the Bond Service Subaccount of the Debt Service Account, an amount which, together with amounts concurrently deposited therein from Impact Fees pursuant to the Bond Resolution and from Special Assessments pursuant to the Bond Resolution, will equal one-sixth 11 Page 755 of 1633 (1/6) of interest payable on the Bonds of each Series on the next Interest Payment Date, and one- twelfth (1/12) or, if principal is payable semiannually, one-sixth (1/6), of the next maturing installment of principal on all Serial Bonds then Outstanding; provided, however, that in each month intervening between the date of delivery of Bonds and the next succeeding Interest Payment Date or principal payment date, respectively, the amount specified in this subparagraph shall be the amount which when multiplied by the number of deposits to the credit of the Bond Service Subaccount required to be made during such respective periods as provided above will equal the amounts required (taking any amounts received as accrued interest or capitalized interest from the proceeds of the Bonds) for such next succeeding interest payment and next maturing installment of principal, respectively; (b) To the Redemption Subaccount of the Debt Service Account, an amount which, together with amounts concurrently deposited therein from Impact Fees pursuant to the Bond Resolution and from Special Assessments pursuant to the Bond Resolution, will equal one-twelfth (1/12) or, if any Bonds are required to be retired semiannually in satisfaction of the Amortization Requirements therefor, one-sixth (1/6), of the principal amount of Term Bonds of each Series required to be retired in satisfaction of the Amortization Requirements, if any, for such Fiscal Year; (c) To the Reserve Account, the amount, if any, as may be required to make the amount deposited to the credit of the Reserve Account in such month equal to the Reserve Account Deposit Requirement for such month; provided, however, that if the Reserve Account Deposit Requirement is being satisfied by the restoration of any amounts drawn or paid under a Reserve Account Insurance Policy or a Reserve Account Letter of Credit, there shall be paid to the provider thereof such amount, if any, of any balance remaining after the deposits under clauses (a) and (b) above, as may be required to cause the Reserve Account Deposit Requirement to be satisfied; (d) To the Rate Stabilization Account, amounts determined from time to time by the City Commission; and (e) To the Subordinated Indebtedness Account, an amount, if any, equal to the sum of one-twelfth (1/12) of the principal, redemption premium, if any, and interest coming due on any Subordinated Indebtedness during the succeeding twelve(12)month period and the amount, if any, required to be deposited in any special reserve subaccount established within the Subordinated Indebtedness Account. Impact Fees are required to be deposited to the Impact Fee Account, and Special Assessments are required to be deposited to the Special Assessment Account, and the amounts in such accounts are required to be used for the specific purposes for which such Impact Fees or Special Assessments have been levied. No Special Assessments or Impact Fees shall be available to pay principal of or interest on the Series 2018 Bonds. For a further description of such Accounts, see APPENDIX E - The Resolution. Reserve Account General Under the Bond Resolution, the City has established the Reserve Account within the Enterprise Fund. The Reserve Account is held for the benefit of all Bonds Outstanding; provided, however, that pursuant to a Series Resolution for one or more particular Series of Bonds, the City may establish a separate subaccount within the Reserve Account for such particular Series of Bonds. In such event, such Series of Bonds shall be secured only by the moneys held for the credit of such separate subaccount and 12 Page 756 of 1633 by no other amounts held for the credit of the Reserve Account or any other subaccount therein, and the Bonds Outstanding of any other Series will have no claim whatsoever on the moneys held for the credit of such separate subaccount in the Reserve Account. The Reserve Account Requirement under the Bond Resolution is an amount equal to the lesser of (i) the Maximum Principal and Interest Requirements for all Bonds Outstanding secured by the Reserve Account in the current or any subsequent Fiscal Year, or (ii) the maximum amount allowed to be funded from Bond proceeds under the Code; provided that if the Series Resolution corresponding to a Series of Bonds provides for the establishment of a separate subaccount in the Reserve Account to secure only such Series of Bonds (with such Series of Bonds having no claim on the other moneys deposited to the credit of the Reserve Account), the Reserve Account Requirement for such Series of Bonds shall be calculated as set forth in the corresponding Series Resolution. Notwithstanding anything to the contrary contained in the Bond Resolution, (i) the Series 2009 Bonds are not secured by the Reserve Account or any separate subaccount therein, and (ii) the Reserve Account Requirement is computed without regard to the Series 2009 Bonds. No Deposit for Series 2018 Bonds The Series 2018 Resolution provides that, notwithstanding anything to the contrary contained in the Bond Resolution (i) the Series 2018 Bonds shall not be secured by, nor payable from moneys, Reserve Account Insurance Policies or Reserve Account Letters of Credit on deposit in,the Reserve Account or any subaccount therein created under or pursuant to the Bond Resolution and (ii) the Reserve Account Requirement with respect to the Series 2018 Bonds shall be $0.00. As a result, the Series 2018 Bonds shall not be entitled to any benefit from amounts, Reserve Account Insurance Policies or Reserve Account Letters of Credit that may be held in the Reserve Account or any subaccount therein for the benefit of the Series 2011 Bonds remaining Outstanding upon issuance of the Series 2018 Bonds, or any other Bonds that may be hereinafter issued under the Bond Resolution. Amounts on deposit in the Reserve Account upon issuance of the Series 2018 Bonds shall be held solely for the benefit of the holders of the Outstanding Series 2011 Bonds and not for the benefit of the holders of the Series 2009 Bonds or the Series 2018 Bonds. Rate Covenant The City has covenanted in the Bond Resolution that it will fix, charge and collect reasonable rates and charges for the use of the services and facilities furnished by the Stormwater Utility and that from time to time, and as often as it shall appear necessary, it will adjust such rates and charges by increasing or decreasing the same or any selected categories of rates and charges so that the Net Revenues (excluding from the computation of Current Expenses for any Fiscal Year any amount received from any source other than Revenues and applied to the payment of Current Expenses in such Fiscal Year) will be sufficient to provide an amount in each Fiscal Year at least equal to one hundred ten percent (110%) of the Principal and Interest Requirements on all Bonds for such Fiscal Year and one hundred percent (100%) of all amounts required to be deposited to the Reserve Account (or paid to the provider of a Reserve Account Insurance Policy or Reserve Account Letter of Credit), Rate Stabilization Account and Subordinated Indebtedness Account for such Fiscal Year. If the City has covenanted to levy Special Assessments or Impact Fees against property to be benefitted by any Improvements (which levy is done in accordance with State law), and if, in the case of Special Assessments, the City has pledged such Special Assessments to the payment of Bonds or portions thereof and if, in the case of Impact Fees, such Impact Fees are legally available for application with 13 Page 757 of 1633 respect to the payment of Bonds or portions thereof, then the Net Revenues in any Fiscal Year for purposes of the rate covenant shall be increased by the amount which the Consulting Engineers estimate will be received from the levy of said Special Assessments or Impact Fees, as the case may be, during such Fiscal Year, said amount to be the installment payments on the Special Assessments or Impact Fees, as the case may be, plus, in the case of Special Assessments, any interest payable on the unpaid portion of the Special Assessments during such Fiscal Year. If in any Fiscal Year the Net Revenues are less than the amount required under the preceding paragraphs, within thirty (30) days of the receipt of the audit report for such Fiscal Year (which may be the City's Consolidated Audited Financial Report relating to the Stormwater Utility), the City is required to either cause the Chief Financial Officer, or employ a Rate Consultant, to review and analyze the financial status and operations of the Stormwater Utility, and to submit, within sixty (60) days thereafter, a written report to the City recommending revisions of the rates, fees and charges of the Stormwater Utility and the methods of operation of the Stormwater Utility that will result in producing the amount so required in the following Fiscal Year. Promptly upon its receipt of such recommendations, the City is required to transmit copies thereof to the City Manager and Chief Financial Officer and to revise its rates, fees and charges, or alter its methods of operation and take such other action as will conform with such recommendations. If the City fails to comply with the recommendations of the Chief Financial Officer or Rate Consultant, as applicable, the registered owners of not less than ten percent (10%) in principal amount of all Bonds then Outstanding may institute and prosecute an action or proceeding in any court or before any board or commission having jurisdiction to compel the City to comply with the recommendations and the requirements of the preceding paragraph. If the City complies with all recommendations of the Chief Financial Officer or Rate Consultant, as applicable, in respect to its rates, fees, charges and methods of operation, the failure of Net Revenues to meet the rate covenant described above will not constitute an Event of Default so long as the Revenues, together with available moneys in the Funds and Accounts created under the Bond Resolution, other than the Construction Fund and the Arbitrage Rebate Fund, are sufficient to pay in cash the Current Expenses and to pay the Principal and Interest Requirements on all Bonds Outstanding under the Bond Resolution and other Utility Debt for such Fiscal Year. Additional Bonds Additional Bonds of the City may be issued from time to time under and secured by the Bond Resolution, on a parity as to the pledge of the Net Revenues with the Bonds and any Alternative Parity Debt and parity Short-Term Indebtedness that may be issued under the Bond Resolution, subject to the conditions described below, for the purpose of paying all or any part of the Cost of any Improvements and the funding of the Reserve Account and/or the Rate Stabilization Account. Before any Additional Bonds are permitted to be issued under the Bond Resolution, the City Commission shall adopt a Series Resolution authorizing the issuance of such Additional Bonds and there shall be filed with the City, among other things, the following: (a) a certificate of the Chief Financial Officer, an Accountant or the Rate Consultant, demonstrating that either(i)the percentage derived by dividing the Net Revenues projected for the Stormwater Utility for the Fiscal Year following the Fiscal Year in which the Completion Date of the Improvements to be financed by the Additional Bonds then to be delivered is expected to occur, as certified by the Rate Consultant, adjusted as permitted below, by the Maximum Principal 14 Page 758 of 1633 and Interest Requirements, including the Principal and Interest Requirements with respect to the Additional Bonds then to be delivered, for any future Fiscal Year is not less then one hundred ten percent (110%); or (ii) the percentage derived by dividing the Net Revenues for any period of twelve (12) consecutive months selected by the City out of the eighteen (18)months preceding the delivery of such certificate, by the Maximum Principal and Interest Requirements, including the Principal and Interest Requirements with respect to the Additional Bonds then to be delivered, for any future Fiscal Year is not less than one hundred ten percent (110%) (the period during which Net Revenues are determined being referred to hereinafter as the "Measurement Period"); and (b) if the certificate described in (a)(i) above is being delivered, a certificate of the Rate Consultant setting forth the projected Net Revenues for the Fiscal Year following the Fiscal Year in which the Completion Date of the Improvements to be financed by the Additional Bonds then to be delivered is expected to occur; (c) a certificate of the Chief Financial Officer to the effect that no event of default under the Bond Resolution and no event which with the passage of time, the giving of notice or both would become an event of default, has occurred within the twelve consecutive calendar months prior to the date of such certificate and is continuing, or, if any such event or events has occurred and is continuing, that the issuance of such Series of Additional Bonds will cure the same; and (d) an opinion of the City Attorney or Bond Counsel that the issuance of such Additional Bonds has been duly authorized and that all conditions precedent to the delivery of such Additional Bonds have been fulfilled. In determining whether to execute and deliver the certificate mentioned in paragraph(a)above, the following adjustments to Net Revenues may be made: (1) If the City, prior to the issuance of the proposed Additional Bonds, shall have increased the rates, fees, rentals or other charges for the services of the Stormwater Utility, the Net Revenues for the Measurement Period shall be adjusted to show the Net Revenues which would have been derived from the Stormwater Utility in such Measurement Period as if such increased rates, fees, rentals or other charges for the services of the Stormwater Utility had been in effect during all of such Measurement Period. (2) If the City shall have acquired or has contracted to acquire any privately or publicly owned existing stormwater management utility system, then the Net Revenues derived from the Stormwater Utility during the Measurement Period shall be increased by addition to the Net Revenues for the Measurement Period of the Net Revenues which would have been derived from said existing stormwater management utility system as if such existing stormwater management utility system had been a part of the Stormwater Utility during the Measurement Period. For the purposes of this paragraph,the Net Revenues derived from said existing stormwater management utility system during the Measurement Period shall be adjusted by deducting the cost of operation and maintenance of said existing stormwater management utility system from the gross revenues of said existing stormwater management utility system in the same manner provided in the Bond Resolution for the determination of Net Revenues. (3) If the City, in connection with the issuance of Additional Bonds, shall enter into a contract (with a duration not less than the final maturity of such Additional Bonds)with any public or private entity whereby the City agrees to furnish services in connection with any stormwater management utility system then the Net Revenues of the Stormwater Utility during the Measurement Period shall be increased by the least amount which said public or private entity shall guarantee to pay in any one (1) year for the 15 Page 759 of 1633 furnishing of said services by the City, after deducting therefrom the proportion of operating expenses and repair, renewal and replacement cost attributable in such year to such services. Such payments shall be deemed to be Net Revenues of the Stormwater Utility and pledged for the Bonds in the same manner as other Net Revenues of the Stormwater Utility. (4) If the City has covenanted to levy Special Assessments or Impact Fees against property to be benefited by any Improvements (which levy must be done in accordance with State law), and if, in the case of Special Assessments, the City has pledged or pledges such Special Assessments to the payment of Bonds or portions thereof and if, in the case of Impact Fees, such Impact Fees are legally available for application with respect to Bonds or portions thereof, then solely for purposes of clauses (a) and (b) above the Net Revenues during the Measurement Period shall be increased by the amount which the Consulting Engineers estimate will be received from the levy of said Special Assessments or Impact Fees, as the case may be, during any Fiscal Year occurring within three (3) years of the date of the sale of such Additional Bonds, said amount to be the installment payments on the Special Assessments or Impact Fees, as the case may be, plus, in the case of Special Assessments, any interest payable on the unpaid portion of the Special Assessments during such Fiscal Year. A portion of the Series 2018 Bonds is being issued as Additional Bonds. See"INTRODUCTION" and "PURPOSE OF THE ISSUE - Series 2018 Project" herein. The rates for services of the Stormwater Utility which became effective on October 1, 2016 were used to calculate the Net Revenues available to satisfy the requirements set forth in subparagraph (a) above, as permitted by the Bond Resolution and described in subparagraph (1) above. For a description of the rate increase that became effective on October 1, 2016, see "THE STORMWATER UTILITY - Rates, Fees and Charges" herein. In the future, the City intends to issue Additional Bonds in accordance with its Capital Improvement Program. See "THE STORMWATER UTILITY - Capital Improvement Program" herein. For a more detailed description of the conditions required to be satisfied in connection with the issuance of Additional Bonds and the effect of issuing such Bonds, see "APPENDIX E - The Resolution" and, in particular, Sections 209 of the Bond Resolution. Refunding Bonds Under the provisions of the Bond Resolution, Refunding Bonds of the City may be issued under and secured by the Bond Resolution, on a parity as to the pledge of the Net Revenues with the Bonds and any Alternative Parity Debt and parity Short-Term Indebtedness that may be issued under the Bond Resolution, for the purpose of refunding all or a portion of any Bonds Outstanding of any one or more Series, funding the Reserve Account and/or the Rate Stabilization Account and paying any expenses in connection with such refunding. Before any Refunding Bonds are permitted to be issued under the Bond Resolution, the City Commission shall adopt a Series Resolution authorizing the issuance of such Refunding Bonds and there shall be filed with the City, among other things, (A) either: (i) a certificate of the Chief Financial Officer that the issuance of the Refunding Bonds will result in a decrease in total Principal and Interest Requirements for all Bonds Outstanding, or (ii) the certificates required by (a), (b) and (c) under the caption"Additional Bonds"above;provided,however,that with respect to the certificates required by(a)(i) and (b), the projected Net Revenues shall be computed for the Fiscal Year immediately following the issuance of the Refunding Bonds; (B) an opinion relating to the Refunding Bonds required by (d) under the caption "Additional Bonds" above and (C) an opinion of Bond Counsel to the effect that upon the issuance of such Refunding Bonds and the application of the proceeds thereof, the Bonds to be refunded 16 Page 760 of 1633 will no longer be deemed to be Outstanding under the Bond Resolution and that the issuance of the Refunding Bonds will not adversely affect the exclusion of interest on any Bonds then Outstanding from gross income for federal income tax purposes. A portion of the Series 2018 Bonds is being issued as Refunding Bonds. See"INTRODUCTION" and "PURPOSE OF THE ISSUE - Plan of Refunding" herein. For a more detailed description of the conditions required to be satisfied in connection with the issuance of Refunding Bonds and the effect of issuing such Bonds, see "APPENDIX E - The Resolution" and, in particular, Sections 210 of the Bond Resolution. Limited Liability The City is not obligated to pay the Series 2018 Bonds or the interest thereon except from the Pledged Revenues and neither the faith and credit nor any physical properties of the City are pledged to the payment of the Series 2018 Bonds. The issuance of the Series 2018 Bonds does not directly or indirectly or contingently obligate the City to levy any form of taxation whatever therefor or to make any appropriation for their payment except from the Pledged Revenues. Neither the full faith and credit nor the taxing power of the City, Miami-Dade County, Florida (the "County"), the State of Florida or any political subdivision thereof is pledged to the payment of the Series 2018 Bonds. Other Parity Indebtedness In addition to the issuance of Additional Bonds and Refunding Bonds, the City may issue other obligations on a parity with the Series 2018 Bonds and other Bonds Outstanding under the Bond Resolution as long as such obligations are issued in accordance with the provisions of the Bond Resolution authorizing their issuance as parity indebtedness. Such obligations include the issuance of Short-Term Indebtedness without the delivery of the certificates described under the caption "Additional Bonds" above as long as immediately following the issuance of such Short-Term Indebtedness, the outstanding principal amount of all Short-Term Indebtedness does not exceed ten per cent (10%) of the Net Revenues of the Stormwater Utility, as shown on the Annual Budget for the current Fiscal Year. For a more detailed description of the other types of indebtedness that may be issued from time to time on a parity with the Series 2018 Bonds and other Bonds Outstanding under the Bond Resolution, in addition to Additional Bonds and Refunding Bonds, and the tests applicable to the issuance of such other types of indebtedness, see "APPENDIX E - The Resolution" and, in particular, Sections 211 and 212 of the Bond Resolution. Subordinated Indebtedness The City may issue obligations under the Bond Resolution that are secured by the Net Revenues without satisfying the conditions for the issuance of Additional Bonds, Refunding Bonds or Alternative Parity Debt so long as such obligations are issued as Subordinated Indebtedness. Subordinated Indebtedness is payable solely from amounts on deposit in the Subordinated Indebtedness Account. Net Revenues may be deposited in the Subordinated Indebtedness Account only after the deposit of amounts required to be made to the accounts securing the Bonds or Alternative Parity Debt, including the Rate Stabilization Account. As a result, the lien on Net Revenues in favor of Subordinated Indebtedness is junior and subordinate to the pledge of and lien on Net Revenues in favor of the Outstanding Bonds, the Series 2018 Bonds and any other Bonds or Alternative Parity Debt issued under the Bond Resolution. 17 Page 761 of 1633 In addition to the Outstanding Bonds, in connection with the implementation of the Capital Improvement Program for the Stormwater Utility, on November 12, 2014 the City entered into a loan agreement to borrow $7,500,000 in aggregate principal amount of funds from the State of Florida, Department of Environmental Protection Clean Water Revolving Loan Fund (the "SRF"). The City's current total SRF loan repayment obligation (which consist of principal amount, accrued interest and loan service fees) is [$7,797,500]. The City anticipates that it will apply for additional loans from the SRF to finance future Stormwater Utility capital projects and that the aggregate principal amount of SRF loans for the current capital improvement program for the Stormwater Utility will total approximately $30 million. See "THE STORMWATER UTILITY - Capital Improvement Program - Planned Improvements" herein. Under the City's current loan agreement with the SRF (the "SRF Loan Agreement"), the City's repayment obligation is treated as Subordinated Indebtedness. The repayment obligations for future loans contemplated to be requested from the SRF to finance Stormwater Utility capital projects are also expected to be treated as Subordinated Indebtedness. However, the SRF Loan Agreement requires, and the loan agreements for future loans from the SRF are expected to require, the consent of the SRF prior to the issuance of any Additional Bonds or Refunding Bonds. The consent of the SRF has been obtained for the issuance of the Series 2018 Bonds. Modifications or Supplements to Resolution Except as set forth in the third (3rd) succeeding paragraph below, no supplemental resolution may be adopted by the City Commission for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions of the Bond Resolution or of any resolution supplemental thereto without the consent in writing of the Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding; provided, however, that no such supplemental resolution shall (i)permit an extension of the maturity of the principal of or the interest on any Bond, (ii) reduce the principal amount of any Bond or the redemption premium or the rate of interest thereon, (iii) create a superior or parity lien upon or a pledge of Revenues other than the lien and pledge created by the Bond Resolution, or a preference or priority of any Bond or Bonds over any other Bond or Bonds, or(iv) reduce the aggregate principal amount of the Bonds required for consent to such supplemental resolution without, in each case, the consent of the Holders of all the Bonds Outstanding. The consent of the Holders of any Additional Bonds or Refunding Bonds issued under the Bond Resolution shall be deemed given if the underwriters or initial purchasers for resale consent in writing to such supplemental resolution and the nature of the amendment effected by such supplemental resolution is disclosed in the official statement or other offering document pursuant to which such Additional Bonds or Refunding Bonds are offered and sold to the public. In addition, for purposes of providing the written consent of the Holders of any Series of Bonds to any supplemental resolution modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions of the Bond Resolution or of any resolution supplemental thereto, to the extent any Series of Bonds is secured by a Credit Facility, so long as the issuer of such Credit Facility shall not be in default in its obligations under such Credit Facility, the consent of the Credit Facility Issuer for such Series of Bonds shall constitute the consent of the Holders of such Bonds. Notwithstanding the foregoing,the City may, from time to time,without the consent of the Holders of any Series of Bonds, amend, change, modify or alter the Bond Resolution for any of the specifically authorized reasons set forth in Sections 1001(a) through (j) of the Bond Resolution. See "APPENDIX E - The Resolution." 18 Page 762 of 1633 THE STORMWATER UTILITY The following is intended to provide only a summary description of the Stormwater Utility. For a more detailed description of the Stormwater Utility, see the City of Miami Beach, Florida Engineer's Report for the Stormwater Revenue and Revenue Refunding Bonds, Series 2018 (the "Engineer's Report") prepared by AECOM, as the City's consulting engineer in connection with the issuance of the Series 2018 Bonds (the "Series 2018 Consulting Engineer") and the City of Miami Beach, Florida Financial Feasibility Report for the Issuance of Stormwater Revenue and Revenue Refunding Bonds, Series 2018 (the "Feasibility Report") prepared by Public Resources Management Group, Inc., as the City's feasibility consultant in connection with the issuance of the Series 2018 Bonds (the "Feasibility Consultant"). The Engineer's Report and the Feasibility Report were prepared to address issues and provide information relevant to the Stormwater Utility and the issuance of the Series 2018 Bonds for the Fiscal Years ended September 30, 2013 through September 30, 2017 (the "Historical Period") and for the Fiscal Years ending September 30, 2018 through September 30, 2023 (the "Forecast Period"). The Engineer's Report and the Feasibility Report are included in this Official Statement as Appendix B and Appendix C, respectively. General The City is a highly urbanized coastal community located in southeast Florida and a major economic resource to the region. Bounded by the Atlantic Ocean and the environmentally sensitive Biscayne Bay Aquatic Preserve, which is also one of the Outstanding Florida Waters, the Stormwater Utility covers an area of approximately 4,200 acres. See "THE STORMWATER UTILITY - Government Regulations - Florida Department of Environmental Protection" herein. The area has relatively low-lying topography that is intersected by intracoastal waterways. The area has a subtropical climate with high intensity rainfall, significant tidal influence, limited soil storage for infiltration,high amounts of impervious area, and limited available surface storage. Such factors historically have caused, and have the potential in the future to cause, tidal events. Tidal events can produce flooding and erosion. The City is composed of a group of islands and the City has a perimeter of seawalls around its island system. Topographic elevations range from approximately 10 feet referenced to North American Vertical Datum of 1988 ("feet-NAVD") to 0.0 feet-NAVD. Much of the City's stormwater system infrastructure and roads lie at or below 6 feet-NAVD. Low street gutter elevations range as low as 0.5 feet- NAVD. On June 18, 1991, through the adoption of Ordinance 91-66, the Board of County Commissioners of Miami-Dade County, Florida established a county-wide stormwater utility. On September 2, 1992, the City Commission adopted Resolution No. 92-20579, which authorized the execution of an Interlocal Agreement with the County (the "Stormwater Interlocal Agreement"). The Stormwater Interlocal Agreement formalized the relationship between the County and the City relating to stormwater management and established responsibilities for the planning, control, operation, construction, maintenance, repair, and enhancement of stormwater systems within the City limits. In March 1996, the City Commission adopted Resolution 96-21923, which notified the County that the City desired to be excluded from the County stormwater utility and, through enactment of Ordinance No. 96-3051, on September 11, 1996, the City established the Stormwater Utility. Currently, the City owns the Stormwater Utility, which exist within the geographical boundaries of the City and also includes a number of discrete islands located in Biscyane Bay. The City's stormwater management system consists of City maintained outfalls served by swales, inlets, storm drains, culverts, bridges, gravity and pumped recharge wells, exfiltration systems, channels, canals, pump stations, and retention/detention storage systems. 19 Page 763 of 1633 The City exercises exclusive jurisdiction, control and supervision over the Stormwater Utility. The City Commission has the legal authority to fix, charge and collect from its customers, rates, fees, and charges, and to acquire, construct, finance and operate the Stormwater Utility, without supervision or regulation by any other commission, board, bureau, agency or other political subdivision of the County or the State; provided, however, that environmental impacts are regulated by various governmental entities. See "THE STORMWATER UTILITY - Government Regulations" herein. Public Works Department The City's Public Works Department (the "Public Works Department") is a large, full service organization providing planning, design, construction, maintenance, repairs and operation services for City infrastructure, including utility systems and City buildings and facilities. The department oversees City cleanliness and manages the Solid Waste Collection and Disposal Program. The department is represented by professional, semi-professional and licensed disciplines working in the following divisions and sections: Administration, Engineering, Transportation Management, Streets and Streetlights, Environmental Resources Management, Property Management, Water Distribution, Sewer Collection, Stormwater Management, and Sanitation. The Public Works Department was designated as an Accredited Public Works Agency by the American Public Works Association in May 2007 and re-accredited in June 2011. The American Public Works Association notes that such accreditation provides formal recognition of acceptance by the Public Works Department of concepts of continuous improvement and official verification of the department's compliance with recommended policies, procedures and practices established in the Public Works Management Practices Manual. The Public Works Department is responsible for the management, planning, design, construction, maintenance, repair and operation of the City's infrastructure. Such responsibilities include operation and maintenance of the City's roadways, greenways and the facilities of the Stormwater Utility. The Public Works Department is also responsible for solid waste and recycling collection in the City. The Public Works Department consists of four (4) divisions: Engineering, Greenspace, Sanitation and Infrastructure. Eric T. Carpenter, P.E. is the Assistant City Manager in charge of the Public Works Department. Mr Carpenter also serves as the Director of the department. Roy Coley, the Director of the City's Infrastructure Division of the Public Works Depat tinent, is responsible for, among other duties, the daily operations of the Stormwater Utility. The Infrastructure Director oversees the Operation and Maintenance Sections within the Public Works Department, warehouse operations for the department and minor construction of the following: • Sewer collection system, • Water distribution system, • Stormwater collection and disposal system, • Pump stations and • Water metering. Other divisions within the Public Works Department are overseen by Jay J. Fink,P.E.,the Assistant Public Works Director. Mr. Fink reports directly to the Public Works Director. Bruce A. Mowry, Ph.D., P.E., the City Engineer, is responsible for the daily operations of the divisions overseen by Mr. Fink. Such divisions provide the following services: • Planning and Engineering of the following: Sewer collection system, 20 Page 764 of 1633 Water distribution system, Stormwater collection and disposal system, Pump stations and Water metering, and • Management of the following: Right-of-Way permitting and enforcement, - Transportation, - Environmental resources, - Property, - Sanitation and - Geographic Information Systems. The Public Works Department is also supported by other departments within the City and the City Manager's office provides managerial and administrative guidance. The Finance Department performs the utility billing functions. The Procurement Department performs several functions, including, among others, handling all requests for proposals for engineering consultant contracts and requests for payment of invoices received by the Public Works Department, advertising and awarding all construction contracts and facilitating purchases of equipment. The Office of Budget and Performance Improvement approves all spending requests and allocates funding for all water, wastewater and stormwater operations. The Parks Department handles green space restoration. The Fleet Maintenance and Property Management Department performs vehicle fleet maintenance and building maintenance, respectively. The Human Resources Department handles all personnel functions. The Capital Improvement Project Office provides planning, design review, fiscal and construction management services of all City capital projects. Set forth below is a brief summary of the background, qualifications and experience of those management officials of the City who are responsible for the operation of the Stormwater Utility: Jimmy L. Morales, Esq., City Manager. Mr. Morales was appointed City Manager for the City in April 2013. Prior to accepting his position as City Manager, Mr. Morales was a shareholder and member of the Board of Directors of the law firm, Stearns Weaver Miller Weissler Alhadeff& Sitterson, P.A. from 2000-2013. Mr. Morales also served as City Attorney for the City of Doral, Florida from 2009- 2013 and as City Attorney for the City of Marathon, Florida from 2005-2009. In addition, Mr. Morales served as a member of the Board of County Commissioners of Miami-Dade County, Florida from 1996- 2004. He has received numerous professional awards, honors and recognitions, including the Greater Miami Chamber of Commerce Bill Colson Leadership Award for Outstanding Leadership and Superior Ability in 2000,the SAVE Dade Champion of Equality award in 2006, and induction into the Miami Beach High School Hall of Fame in 2004. He was selected as one of the Top Lawyers in South Florida by the South Florida Legal Guide in 2008-2009 and 2011 and as one of the Florida Super Lawyers in 2006-2010. Mr. Morales received his Bachelor of Arts, Magna Cum Laude, from Harvard University and his Juris Doctorate, Magna Cum Laude, from Harvard Law School. John Woodruff, Chief Financial Officer. Mr. Woodruff was appointed Chief Financial Officer for the City in February 2017. Mr. Woodruff previously served as Interim Chief Financial Officer for the City from September 2015 through January 2016. Mr. Woodruff also served as the Director of the Office of Budget and Performance Improvement for the City from 2013 through March 2016, prior to leaving the City to become the Director of the Office of Management and Budget for the City of San Antonio, Texas. Prior to joining the City, Mr. Woodruff served as co-owner of Panama Realtor Property Management Services from August 2012 to June 2013. He also served in various capacities for Pinellas County,Florida, 21 Page 765 of 1633 including serving as Director of the Pinellas County Office of Management and Budget from April 2007 to July 2012 and as a Manager in such office from April 2002 to April 2007. Prior to employment in Florida, Mr. Woodruff served in various positions for the City of San Antonio, Texas, including serving as a Senior Budget and Management Analyst in the Office of Management and Budget for the City of San Antonio from February 2000 to April 2002 and as a Budget and Management Analyst in such office from January 1998 to February 2000. He also interned with the U.S. Department of Commerce, the International Affairs Department for the City of San Antonio and the Mayor's Office for the City of San Antonio. Mr. Woodruff received a Master of Business Administration, in International Business, from the University of Texas at San Antonio and a Bachelor of Arts in History from the University of Texas at Austin. Eric T. Carpenter, P.E.,Assistant City Manager/Public Works Director. Mr. Carpenter was appointed Assistant City Manager for the City in 201_ and Director of the Public Works for the City in May 2013. Prior to his employment with the City, Mr. Carpenter served as the Director of Public Works for the City of Doral, Florida from 2006 to 2013 and as Project Manager for Cherokee Enterprises, Inc. from 2002 to 2006. Additionally, he served as a Project Manager for PMK Group from 1997 to 2002. Mr. Carpenter is the current Vice Chair of the South Florida Branch of the American Public Works Association and was the 2010 Government Engineer of the Year for the Miami-Dade County Chapter of the American Society of Civil Engineers. He received his Bachelor of Science in Civil Engineering, with a minor in Chemical Engineering, from the University of Maryland, College Park and received his license as a Professional Engineer in Florida in 2004. Roy Coley, Director, Infrastructure Division. Mr. Coley was appointed Director of the Infrastructure Division of the Public Works Department for the City in August, 2015. Prior to such appointment, he served as the Director of Operations for the Florida Keys Aqueduct Authority from 2005 to 2015. Mr. Coley received his Bachelor of Arts in Organizational Leadership from St. Thomas University and his Master of Business Administration from Saint Leo University. [ADDITIONAL INFORMATION MAY BE PROVIDED] Jay J. Fink, P.E.,Assistant Public Works Director. Mr. Fink was appointed Assistant Director of Public Works for the City in April, 2012. Prior to his employment with the City, Mr. Fink served as a Commissioner of Public Works for the City of Lynn, Massachusetts, from 2004 to 2012, as a Commissioner of Public Works for the City of Quincy, Massachusetts, from 2002 to 2004, as the Utilities Director for the City of Newton, Massachusetts, from 1998 to 2002, and as a member of the Massachusetts Water Resources Authority Advisory Board, from 1998 to 2012. Mr. Fink was certified as a Professional Engineer in the Commonwealth of Massachusetts in 1992 and as a Professional Engineer in the State of Florida in 2004. He received his Bachelor of Science in Civil Engineering, Cum Laude, from Northeastern University and his Master of Science in Environmental Engineering from Tufts University. Bruce A. Mowry, Ph.D., P.E.., City Engineer. Mr. Mowry was appointed City Engineer for the City in October, 2013. Prior to his employment with the City, Mr. Mowry served as the General Manager of Cachuma Operation and Maintenance Board, from 2010 to 2013, as the Program Manager in Trinidad & Tobago for AECOM, from 2007 to 2010, as the Executive Director of the Water Authority of Volusia, from 2004 to 2007, as the General Manager of the Water Replenishment District of Southern California, from 2001 to 2004, as a Manager for CH2M Hill, Inc., from 1988 to 2001, and as a Manager of Design, Water and Wastewater Systems, for N-Y Associates, from 1981-1988. Mr. Mowry also served as a Professor for the Department of Engineering, University of New Orleans, from 1980 to 1983, and as an Engineer for the Department of Natural Resources, Mississippi State University, from 1977 to 1980. He received his Bachelor of Science in Biological Engineering, and his Master of Science and Ph.D in Civil Engineering, from Mississippi State University. Mr. Mowry received his license as a Professional Engineer in Florida in 2004. 22 Page 766 of 1633 Infrastructure In 1903, the United States Army Corps of Engineers dredged the first opening to the Atlantic Ocean in South Florida, cutting through mangrove swamps at the shipping channel known as Government Cut. The dredging project allowed for a safer, more direct access to the Port of Miami. Through the 1900s, Miami Beach was dredged and built. The beach, on the east side, is the highest part of the City. The west side, along West Avenue, is the lowest. The majority of the storm drainage for the City was constructed between the 1930s and 1960s during the City's initial population booms. Generally, the drainage system flows by gravity from east to west, where water drains into Biscayne Bay or one of its tributary waterways. Under present day conditions, when Biscayne Bay is at high tide or groundwater conditions are high, the City experiences flooding. During storm events, flooding occurs due to excess runoff as well as the inundation of the stormwater network by tidal backflow, elevated groundwater and heavy rainfall. The City installed the current stormwater collection and disposal system beginning in the early 1940s. The infrastructure consist of a network of catch basins, conveyance piping and positive outfalls that discharge stormwater into the surrounding waterways. The installation of the Stormwater Utility paralleled development of the City and was focused initially in the South Beach and Mid-Beach areas. In addition to the City's drainage network, the Florida Department of Transportation has installed several independent drainage systems within the City. The Stormwater Utility is responsible for protecting the waterways in and around the City from pollution, for flood protection within the City and for the removal of stormwater from the City's roadways. The City meets its flood protection objectives through three (3) methods: (i) filling land and constructing new buildings and improvements at elevations above the anticipated flood elevation; (ii)lowering the water table through the construction of canals; and(iii)constructing storm sewers and other stormwater collection and conveyance systems to remove stormwater from land surfaces and discharge it into the surrounding waterways or into the groundwater. The filling or elevating of land prior to the improvement of property is accomplished by maintaining building codes that require all new construction to be completed with a finished floor elevation above the 100-year flood stage elevation. A canal network is also utilized as part of the City's stormwater management program. The canals are constructed along natural drainage features and connect salt water bodies at the same elevation. Continuous concrete bulkheads (seawalls) are used in the construction process to reduce erosion of soil of the adjacent filled lands. Water movement through these canals is accomplished by tidal flushing action only. The Collins Canal connects the southern end of Indian Creek Waterway with Biscayne Bay at Belle Island. Stormwater runoff enters this canal from Dade Boulevard to the north and from the end of various streets to the south. The canals are designed in conjunction with the storm sewer system and are stated to have been sized to handle a 25-year storm having a 24-hour duration. The third method of stormwater management is through the use of storm sewers and other stormwater collection and conveyance devices. Storm sewers serve to collect and dispose of excess water after a rainfall event through containment and/or rapid disposal by positive gravity-driven outlets. Storm sewers comprise a complex system of collection devices (typically catch basins), pipes, and outfalls that collect, convey and discharge stormwater runoff directly into surface water bodies. The Stormwater Utility currently operates under the Florida Department of Environmental Protection (the "FDEP") Municipal Separate Storm Sewer System ("MS4") Permit No. FLS000003-003, 23 Page 767 of 1633 which adheres to the National Pollutant Discharge Elimination System ("NPDES") requirements of the United States Clean Water Act (the "Clean Water Act"). The Stormwater Utility includes approximately 4,852 stormwater inlets, 8,398 conduits (gravity pipes and force mains), 2,675 manholes, 35 pumping stations and 341 stormwater outfalls. The City also has 11 pump stations under construction and scheduled to be placed in operation in 2017, and an additional 3 in final design or currently under contract to be constructed. Four of the new pump stations are being constructed by the Florida Department of Transportation but are operated and maintained by the City. In addition, several private County and State owned pump stations and outfalls exist within the City limits. Capital Improvement Program General The existing facilities of the Stormwater Utility are inadequate in many areas of the City. In most areas of the City, the existing stormwater system is based on the development patterns, groundwater and coastal conditions of the 1930s and 1960s, and has localized improvements to address flooding issues. Those systems, constructed between the 1930s through 1960s, have served their design life. Due to age, development, and updated regulatory requirements, the City's overall stormwater system has been determined to require upgrades to improve stormwater quality and conveyance. Improvements to the Stormwater Utility are implemented in accordance with the City's adopted stormwater master plan. The City's stormwater master plan is reviewed and evaluated approximately every five (5) years, with portions of the plan updated as determined to be necessary during such review and evaluation. In addition, the City conducts a comprehensive analysis and update of its stormwater master plan approximately every ten (10) to fifteen (15) years to address any remaining deficiencies within the system and any changes that have occurred, or are expected to occur, in permitting and regulatory requirements. The City retained the engineering firm CH2M Hill to provide the 1997 City of Miami Beach Comprehensive Stormwater Management Program Master Plan (the "1997 SWMP") for the Stormwater Utility. The 1997 SWMP identified thirty-four (34) drainage basins as high priority basins. The City's Capital Improvement Program for the Stormwater Utility, as originally presented in the 1997 SWMP, identified proposed projects by stormwater basin number. In 2000 the City issued its Stormwater Revenue Bonds, Series 2000 in the aggregate principal amount of$52,170,000 (the "Series 2000 Bonds") to provide financing for implementation of the highest priority projects identified in the 1997 SWMP. The Series 2000 Bonds are no longer Outstanding and were refunded in part by the issuance of the Series 2009 Bonds. The completion of capital improvements from the 1997 SWMP, facilitated by the issuance of the Series 2000 Bonds, has improved the performance and operation of the stormwater system in several areas of the City. On June 9, 2010, the City authorized the retention of CDM Smith Inc. ("CDM Smith") to conduct a review and update of the 1997 SWMP and evaluate the City's stormwater management practices, infrastructure, funding and policies relating to regulatory requirements. The goal was to develop a guide for improving the facilities, policies, practices and performance of the Stomwater Utility for a twenty (20) year period, with consideration provided for rises in sea levels forecast to be experienced worldwide ("Sea Level Rise") during such time period. The study and analysis conducted by CDM Smith resulted in the preparation of the 2011 City of Miami Beach Citywide Comprehensive Stormwater Master Plan(the"2011 SWMP")for the Stormwater Utility. The 2011 SWMP was adopted by the City Commission on November 14, 2012. 24 Page 768 of 1633 Among other things, the 2011 SWMP redefined the capital improvement program for the Stormwater Utility to provide for projects to be grouped together and reclassified as neighborhood projects or by general community. The improvements recommended in the 2011 SWMP were intended to satisfy the goals articulated and to provide a higher level of service for the Stormwater Utility, as defined by flood protection and control of pollutant loading (sometimes referred to as "Level of Service"). Subsequent to adoption of the 2011 SWMP, the City implemented policy changes related to flood mitigation and drainage and roadway Level of Service to maintain flood protection and be more responsive to Sea Level Rise, the highest tide events experienced in the City each year ("King Tide") and forecasts of increased rainfall depth, intensity and distribution. As a result, the drainage designs contained in the 2011 SWMP were determined to be inadequate to serve the City's current needs. In addition, as a result of the predicted increase in groundwater levels resulting from Sea Level Rise, the City has implemented a working policy to reduce and/or eliminate the use of exfiltration trenches, gravity drainage wells and stormwater injection wells due to concerns over reliability and decreasing capacity. Such reduction and/or elimination will occur over the course of several years, in conjunction with other improvements and upgrades currently planned as part of the City's multi-year capital improvement program for the Stormwater Utility(the"CIP"). Consequently,the drainage component of the neighborhood improvements contemplated in the 2011 SWMP has been re-evaluated based on Sea Level Rise and higher groundwater conditions. The vast majority of the areas of the City lie below an elevation of 2.2 feet-NAVD. In addition to the significant flooding problems resulting from King Tide, these areas will be inundated during normal high tide with the adopted 50-Year Sea Level Rise of 1.50 feet. With a projected mean high water level for the City at 1.50 feet-NAVD and a normal high tide cycle of 0.70 feet, the water level in Biscayne Bay would be at 2.20 feet-NAVD. At such elevated Bay and groundwater levels, current gravity drainage systems and conventional best management practices for the Stormwater Utility will not be effective. Planned Improvements The CIP projects listed below are a combination of active projects pre-defined by the 1997 SWMP, project-specific Basis of Design Reports, and projects identified as part of the 2011 SWMP. In addition, in connection with the preparation of an update to the 2011 SWMP, the Series 2018 Consulting Engineer has evaluated over thirty (30) neighborhoods in the City to determine the number and size of required pumping systems and drainage improvements. At present, from the projects identified as part of the 2011 SWMP, fifty-seven (57) additional pumping stations, including one (1) additional redundant pump and power unit, are proposed. In most instances, efforts have been made to coordinate the stormwater improvements with components of the City's Neighborhood Right-of-Way projects, which include improvements to other neighborhood utilities such as water, sewer, streetscape and street lighting. Emphasis was given to avoid re-entering a neighborhood which had recently completed neighborhood improvements. The purpose of these improvements is to provide a higher Level of Service for the Stormwater Utility. In addition to the proceeds of Bonds previously issued,the cost of implementing the improvements is expected to be financed from a portion of the proceeds of the Series 2018 Bonds, Additional Bonds currently contemplated to be issued in Fiscal Year 2020 in the approximate aggregate principal amount of $100,000,000, funds provided under the current SRF Loan Agreement and future loans from the SRF, Net Revenues available for CIP projects, as reflected in the City's adopted budgets, other amounts that may become available to fund CIP projects and, as needed, funds available for CIP projects under lines of credit obtained by the City. The improvements consist of one or a combination of the various categories of 25 Page 769 of 1633 projects which constitute the Series 2018 Project. See "PURPOSE OF THE ISSUE - Series 2018 Project" herein. Set forth below is a summary of the neighborhood projects currently included in the CIP and expected to be financed in part from proceeds of Bonds, including the Series 2018 Bonds. The listed projects are expected to provide comprehensive solutions for improving the Stormwater Utility's performance for the next fifty (50) years. During development of the CIP, consideration was given to the water quality of the Biscayne Bay and the operation and maintenance of an expanded stormwater system. The capital improvements listed below are expected to allow the Stormwater Utility to meet the increasing performance, permitting and regulatory demands of the system, while modernizing the Stormwater Utility to meet the flood control Level of Service established by the City. The estimated project cost set forth in the following table totaling $500,882,768, represents amounts expected to be financed to pay the total costs of the projects currently included in the CIP, including the portion of the proceeds from the Series 2018 Bonds deposited into the Series 2018 Construction Account(see"ESTIMATED SOURCES AND USES OF FUNDS"herein), and amounts that, if not paid from a future financing or future financings, are expected to be paid from other sources of revenue available to the City for such purpose. Of such amounts, a total of$395,208,994 is currently expected to be paid during the Forecast Period and $100,673,774 is currently expected to be financed with proceeds or paid from sources of funds to be provided after the Fiscal Year ending September 30, 2023. In addition to the $500,882,768 currently required to pay costs of the projects in the CIP, $86,264,152 has been spent or appropriated already by the City to pay the costs of the projects listed in the following table. As a result, amounts expected to be paid from a portion of the proceeds of the Series 2018 Bonds and future financings, or other sources of revenue, together with amounts already spent or appropriated, provide for a total to be spent on the projects in the CIP of $481,473,146 during the Forecast Period and $587,146,920 overall, taking into account amounts currently expected to be spent after the Fiscal Year ending September 30, 2023. For a more detailed discussion of the projects comprising the CIP, the funding expected to be required for such projects and the sources of such funding, as currently contemplated, see "APPENDIX B - City of Miami Beach, Florida Engineer's Report for the Stormwater Revenue and Revenue Refunding Bonds, Series 2018," including, in particular, "Capital Improvements" in the Engineer's Report. [Remainder of page intentionally left blank] 26 Page 770 of 1633 • City of Miami Beach, Florida Stormwater Utility Capital Improvement Program') Estimated Estimated Funds to be Estimated Funds Funds Needed Provided Total Spent or for Project After Forecast Location Project Costs Appropriated Costs Period Allison Island North« $ 6,154,321 $ -0 - $ 6,154,321 $ 6,154,321 Belle Islandm 4,550,621 - 0 - 4,550,621 -0 - Biscayne Beach`) 20,445,421 -0 - 20,445,421 20,445,421 Biscayne Point(2) 13,266,321 - 0 - 13,266,321 13,266,321 Central Bayshorem 8,213,400 250,000 7,963,400 7,963,400 Central Bayshore South 11,439,456 11,439,456 -0 - -0 - City Centerm 42,527,421 2,300,000 40,227,421 -0 - Middle North Bay(4) 13,227,421 -0 - 13,227,421 -0 - Nautilusm 29,236,421 -0 - 29,236,421 -0 - Flamingo Park(3) 119,208,242 7,500,000 111,708,242 -0- Indian Creek Parkway(2) 14,717,121 5,500,000 9,217,121 9,217,121 La Gorce (Upper North Bay)(4) 40,627,421 -0 - 40,627,421 - 0 - La Gorce Island') 9,104,921 -0 - 9,104,921 - 0 - Orchard ParkW2X4' 13,688,421 -0 - 13,688,421 8,688,421 Normandy Isle South(3) 42,009,721 -0 - 42,009,721 -0- Normandy Shores(2) 29,147,027 -0 - 29,147,027 29,147,027 . North Shore) 40,627,421 -0 - 40,627,421 -0 - Park View Island(2) 4,759,121 -0 - 4,759,121 4,759,121 South Pointe (1s` & 5th Streetr 25,249,121 473,200 24,775,921 -0 - Star Island(2) 6,032,621 -0- 6,032,621 6,032,621 Sunset Harbour 16,783,824 16,783,824 -0 - -0- Sunset Islands No. 1(3) 5,319,421 - 0 - 5,319,421 -0 - Sunset Islands No. 2(3) 7,446,121 -0 - 7,446,121 -0 - Town Center(4) 20,110,421 -0 - 20,110,421 -0 - West Avenue and Bay Road 42,017,672 42,017,672 -0- -0 - SCADA and PLC(4)(5) 1,237,500 - 0 - 1,237,500 0- Total $587,146,920 $86,264,152 $500,882,726 $105,673,774 Source: The Engineer's Report. See "APPENDIX B - City of Miami Beach, Florida Engineer's Report for the Stormater Revenue and Revenue Refunding Bonds, Series 2018,"including, in particular, Figure 5 of the Engineer's Report. Footnotes for the immediately preceding table are provided on the next page. 27 Page 771 of 1633 (1) Each of the projects listed are categorized as neighborhood improvements and include one or a combination of the category of improvements described for the Series 2018 Project. See "PURPOSE OF THE ISSUE - Series 2018 Project" herein. The Series 2018 Project constitutes a portion of the improvements described herein. The final list of projects which shall constitute the Series 2018 Project shall be determined by the Public Works Department in accordance with applicable laws,the Resolution and the requirements of the Code. (2) Funds to be provided after the Forecast Period are expected to be derived from the proceeds of a future financing(not including the Series 2018 Bonds or the Series 2020 Bonds hereinafter defined)or other sources of revenue made available for such purpose. (3) Proceeds from the Series 2020 Bonds are expected to be used to pay a portion such costs. Amounts listed also may be paid by the City from future financings or other sources of revenue made available for such purpose. (4) Proceeds from the Series 2018 Bonds deposited into the Series 2018 Construction Account are expected to be used to pay a portion of such costs. See "ESTIMATED SOURCES AND USES OF FUNDS" herein. Amounts listed also maybe paid by the City from future financings or other sources of revenue made available for such purpose. (5) Project provides for the installation of Supervisory Control And Data Acquisition (SCADA) systems and Programmable Logic Control (PLC) systems. City of Miami Beach,Florida Stormwater Utility Capital Improvement Program Estimated Sources of Funding Estimated Project Costs Total Estimated Funding Source during Forecast Period Project Costs Stormwater Revenue Bonds, Series 2015 $100,000,000 $100,000,000 Series 2018 Bonds 100,000,000 100,000,000 Stormwater Revenue Bonds, Series 2020(1) 100,000,000 100,000,000 SRF Loans(2) 30,000,000 30,000,000 Stormwater Utility Lines of Credit(2)(') 60,000,000 60,000,000 Current Revenues(2X4) 91,473,146 197,146,920 Total $481,473,146 $587,146,920 Source: City of Miami Beach, Florida Finance Department. (1) Constitutes a portion of the proceeds of Additional Bonds expected to be issued by the City in Fiscal Year 2020 (the "Series 2020 Bonds"). (2) Constitutes amount expected to be available to pay for projects included in the CIP. Such amount, however, is also expected to change depending upon availability of other sources of funds which may become available to finance such projects. (3) Represents two(2)lines of credit,with a principal amount available to be borrowed,collectively,not to exceed $60,000,000. The principal of any amount borrowed,plus interest accrued on such amount, shall be payable solely from legally available non-ad valorem revenues of the City. (4) Funds are currently available or have been spent in the amount of$86,264,152 to pay a portion of the costs of CIP projects to be acquired, constructed or installed during the Forecast Period. [Remainder of page intentionally left blank] 28 Page 772 of 1633 Government Regulations The Stormwater Utility is subject to federal, State and local rules and regulations. Federal U.S. Environmental Protection Agency. The United States Environmental Protection Agency(the "USEPA") was mandated by the U.S. Congress through Section 405 of the Water Quality Act of 1987 to promulgate a NPDES permitting program for municipal stormwater discharge. Pursuant to the Stormwater Interlocal Agreement, the City is a co-permitee with the County and coordinates with the County for compliance purposes. As it has done with environmental protection agencies and departments in many states, the USEPA has delegated the NPDES permitting authority to the FDEP. During development of the 2011 SWMP, the USEPA was in the process of updating the MS4 permit program. The new rule developed as a result of such updating contained additional requirements for the best management practices to be followed by permitees and the documentation of their performance. The recommendations provided in the 2011 SWMP accounted for the requirements of the proposed new rule, including the requirements of the new numeric nutrient criteria ("NNC") for all discharges. Since its initial proposal of new rules for the MS4 permit program, the FDEP has provided additional updates and has implemented the new rules to be followed and the new requirements to be met as each MS4 permit is updated. See "THE STORMWATER UTILITY - Government Regulations - State - Florida Department of Environmental Protection" herein. For a detailed discussion of the new NNC requirements and the consent decrees and settlement agreements (which are not specific to the City)related to such requirements, see "APPENDIX B - City of Miami Beach, Florida Engineer's Report for the Stormwater Revenue and Revenue Refunding Bonds, Series 2018" and, in particular, Section 3.2.4.2, "US EPA Numeric Nutrient Criteria," in the Engineer's Report. Federal Emergency Management Agency. The mission of the Federal Emergency Management Agency ("FEMA") is to support citizens and first responders to natural disasters to ensure that the United States, as a nation, works together to build, sustain and improve its capability to prepare for, protect against, respond to, recover from and mitigate all hazards. The Robert T. Stafford Disaster Relief and Emergency Assistance Act, PL 100-707, signed into law November 23, 1988, amended the Disaster Relief Act of 1974, PL 93-288. This act constitutes the statutory authority for most federal disaster response activities. FEMA regulates riverine (stormwater) and coastal (tidal) floodplains and floodways under the National Flood Insurance Program. When preparing the 2011 SWMP, CDM Smith used tools developed by FEMA to identify and quantify flood risks, including Flood Insurance Studies, Flood Insurance Rate Maps, and the HAZUS Program (a nationally applicable standardized methodology that contains models for estimating potential losses from earthquakes, floods and hurricanes), coupled with the models of the City's Primary Stormwater Management System, to estimate structural and economic damage costs from the 2-through 100-year design storm events. Coordination with FEMA allows for its support of flood map revisions and communication of economic impacts in a manner recognized by the federal government for cost-benefit comparisons. The improvements identified in the CIP and timing for their implementation are in accordance with (or are more comprehensive or aggressive than) what is currently required, or expected to be required under FEMA regulations. United States Army Corps of Engineers. The United States Army Corps of Engineers ("USACE") is the primary federal agency that develops guidance parameters for civil infrastructure design consideration for projects impacting environmentally sensitive water and Outstanding Florida Waters, like Biscayne Bay. 29 Page 773 of 1633 See "THE STORMWATER UTILITY - Government Regulations - Florida Department of Environmental Protection" herein. A nationwide permit from the USACE is required when up to one-half acre of waters of the United States (e.g. Biscayne Bay or its tributary canals) are impacted, with the understanding that original grades will be restored to the site after completion of construction. Under the USACE's nationwide permit program a pre-construction notification submittal is required. The Regional Conditions and General Condition for the nationwide permit program require that the pre-construction notification include the following information: • A map of the entire corridor, including a delineation of all wetlands and waters of the United States within the corridor; • An alternative analysis which addresses the selection of an alternative which avoids and minimizes wetland impacts to the maximum extent practicable; • For all submerged utility lines across navigable waters of the United States, a location map and cross-sectional view showing the utility line crossing from bank to bank is required. In addition, the location and depth of the Federal Project Channel must be shown in relation to the proposed utility line. In general, all utility lines shall be buried at least six (6) feet below the authorized bottom depth of the federal project channel and at least three (3) feet below the bottom depth in all subaqueous areas; and • A delineation of affected special aquatic sites,including wetlands,vegetated shallows(e.g., submerged aquatic vegetation and seagrass beds). This work must be conducted between April 1 through September 30 due to the growth season of aquatic vegetation. In general, permitting coordination with the USACE is required when modifications to stormwater outfalls or seawalls result in impacts to Outstanding Florida Waters. See"THE STORMWATER UTILITY - Government Regulations - Florida Department of Environmental Protection" herein. More localized impacts are permitted at the State and local level. These permits are typically obtained during the detailed design process for each project. State The following is a summary of the State agencies with which coordination is required to develop and implement an effective stormwater management program. Florida Department of Environmental Protection. The Florida Department of Environmental Protection ("FDEP") regulates environmental programs in the State and has been delegated NPDES MS4 permit authority. As a result, the FDEP is responsible for implementing the stormwater element of the federal municipal NPDES program as part of the FDEP's Wastewater Facility and Activities Permitting program. The stormwater element of the NPDES program is mandated by the Clean Water Act. Authorized by Section 403.0885, Florida Statutes, as amended, the FDEP's federally approved NPDES stormwater program is included in various provisions within Chapters 62-4, 62-620, 62-621 and 62-624 of the Florida Administrative Code. Chapter 62-624, of the Florida Administrative Code specifically addresses MS4's permit requirements. The City is one of the thirty-three (33) entities authorized for stormwater discharge under the comprehensive Miami-Dade County NPDES MS4 permit (Permit Number FLS000003-003). The City is 30 Page 774 of 1633 authorized to discharge to waters of the State per the approved stormwater management program, effluent limitations, monitoring requirements, and other provisions set forth in the comprehensive County MS4 permit. The City has actively fulfilled the requirements of the permit related to its existing outfalls. The measures utilized by the City to fulfill such requirements are documented in annual reports submitted by the City to the FDEP. The City is currently in compliance with requirements imposed under the NPDES MS4 permit relating to the Stormwater Utility. The NPDES permit under which the City is a co-permittee was scheduled to expire on June 20, 2016. An application to renew the permit was timely filed and the current permit remains in effect until the new permit is issued. The FDEP also regulates underground injection control permits for wells (gravity recharge wells and pumped injection wells). In addition, the FDEP designates Outstanding Florida Waters pursuant to Section 403.061(27), Florida Statutes, as amended, and Rule 62-302.700(9) of the Florida Administrative Code. Outstanding Florida Waters are bodies of water within the State designated by the FDEP as worthy of special protection because of their natural attributes. The special protection afforded Outstanding Florida Waters generally prohibits direct discharges into such waters and imposes stringent limitations on activities that may cause an indirect discharge into any Outstanding Florida Waters. South Florida Water Management District. The South Florida Water Management District (the "SFWMD") has responsibilities for stormwater management under Florida Administrative Code Chapters 40E-4,40E-40 and 40E-400 through the issuance of an Environmental Resource Permit("ERP"). In 2013, the Statewide ERP Rule (Chapter 62-330, Florida Administrative Code) was adopted, unifying the ERP rules for the State. The SFWMD also regulates surface water management under Florida Administrative Code Chapters 40E-40 and 40E-41. In addition, its responsibilities include regulation of dredge and fill activities. Since the SFWMD has jurisdiction, its criteria and standards will be used as guidelines for conceptual planning of both water quality and quantity improvements. These guidelines are provided in the South Florida Water Management District Environmental Resource Permit Information Manual 2014. Local The Miami-Dade County Department of Regulatory and Economic Resources ("DRER") oversees various environmental permitting requirements for the construction or modification of stormwater-related infrastructure in the County. Specifically for stormwater management, DRER requires a Class II permit for related stormwater improvement projects and outfalls. The City obtained the required permits for the CIP projects that are under construction or already completed and expects the timely acquisition of additional permits required for the Series 2018 Project. [All required stormwater permits have been secured for projects representing approximately forty percent (40%) of the Series 2018 Project value. Projects with stormwater permits in the process of being secured represent approximately ten percent (10%) of Series 2018 Project value, for a combined total of fifty percent (50%) of Series 2018 Project value having secured, or being in the process of securing, the permits required to implement the contemplated improvements. The balance of the Series 2018 Projects are primarily in the design phase and, upon completion of design, applications for stormwater permits will be submitted. Such permits are expected to be received in the ordinary course of business.] Pending Federal and State Regulations The Stormwater Utility is currently is compliance with federal, State and local regulatory requirements. During the past few years, several significant regulations related to water quality and 31 Page 775 of 1633 ' stormwater management have been adopted or proposed for adoption by various federal, State and local regulatory agencies. Such regulations, when finalized and fully implemented, are expected to impact the City, its operation of the Stormwater Utility generally and its completion of projects in the CIP. However, the 2011 SWMP and the projects currently included in the CIP include conditions,requirements and Levels of Service to comply with the newly adopted and proposed regulatory requirements of federal, State and local government agencies. For a detailed discussion of the proposed changes to regulatory requirements and the various challenges to the imposition of such requirements, see Section 3.2, "Permitting Requirements" in "APPENDIX B - City of Miami Beach, Florida Engineer's Report for the Stormwater Revenue and Revenue Refunding Bonds, Series 2018." Rates, Fees and Charges General Pursuant to Ordinance No. 2016-4040 enacted by the City Commission on September 27,2016 (the "Rate Ordinance"), the City approved an increase in the service charge for the Stormwater Utility from $16.67 per month per Equivalent Residential Unit("ERU")to $22.67 per ERU. The ERU is the estimated average horizontal impervious area 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, multi-family and condominium) by the estimated total number of dwelling units. For the City, one ERU is equal to 791 square feet. For the purpose of the Stormwater Utility, the minimum number of ERUs per dwelling unit is one. The service charge for the Stormwater Utility is structured as a flat rate for all residential customers. The new rate per ERU approved by the City pursuant to the Rate Ordinance became effective on October 1, 2016. The City had maintained a steady ERU rate from 2003 to 2008 of$5.80 per month. In recent years the City has faced significant increases in expenditures for construction of projects, as well as operation and maintenance of the current infrastructure. As a result, in 2008 the Consulting Engineers provided recommendations to support proper funding and debt service to expand, operate and maintain the Stormwater Utility through a series of utility rate adjustments, which resulted in an ERU rate increase to $9.06 per month, effective October 1, 2009. To accommodate the cost of implementing the CIP, including issuance of the Series 2015 Bonds, an ERU rate increase to $16.67 per month was implemented on October 1, 2014. Such increase represented an eighty-four percent (84%) increase in the service charge for the Stormwater Utility. The 2014 rate increase was in response to the findings in the 2011 SWMP and the recommendations of the Mayor's Blue Ribbon Panel on Flooding and Sea Rise and of the City's Flooding Mitigation Committee to upgrade the existing storm drainage system in the City and implement enhancements to the Stormwater Utility within three (3) to five (5) years. The cost of such upgrades and enhancements was estimated to be $300 million, with three(3) series of$100,000,000 stormwater revenue bonds proposed to finance such cost. In accordance with the CIP, the 2011 SWMP and the Blue Ribbon Panel recommendations, an additional rate increase of $22.67 per month, was implemented on October 1, 2016 to accommodate issuance of the Series 2018 Bonds. Such increase represented a thirty-six percent (36%) increase in the service charge for the Stormwater Utility. A further rate increase of approximately nineteen percent(19%) in Fiscal Year 2020 is currently forecasted to be required to accommodate issuance of the third series of stormwater revenue bonds to finance the CIP. No action has been taken by the City Commission,however, and no current determination has been made concerning such future rate increase. 32 Page 776 of 1633 Based on current estimates of Revenues and the cost of improvements currently contemplated in the CIP, if the rate increase currently expected to be necessary to finance such improvements is not approved by the City Commission, the City would have to delay or forego certain improvements or find alternative sources of funding to implement such improvements. The City has explored alternative sources of funding to support financing the cost of CIP and may continue to explore alternative sources of funding to finance the improvements contemplated during and after Fiscal Year 2020. In addition, alternative rate structures for the services provided by the Stormwater Utility that would increase Revenues without the percentage increase in rates currently forecast for Fiscal Year 2020 have been, and may continue to be, considered by the City. No assurance can be given, however, that either alternative sources of funding for future projects will become available or that a new rate methodology for the Stormwater Utility will ever be presented to the City Commission or, if presented, will ever be adopted. The City has a policy of operating the Rate Stabilization Account to transfer into operations annually sufficient amounts to generate debt service coverage of at least one hundred twenty percent (120%), and to subsequently transfer out from operations to such account any excess amounts not required to meet annual cash needs. Comparative Rates Based on monthly stormwater utility fees for Florida local governments, as compiled in 2017 by the Florida Stormwater Association, the current and projected fees for services of the Stormwater Utility are higher than the fees charged for such services by other cities and counties in Florida. The average ERU rate for Florida cities and counties in the 2017 Florida Stormwater Association Report is [$5.68]. Not including the City's current ERU rate of$22.67, the Florida Stormwater Association Report provides a range in monthly rates per ERU from [$0.75 to $13.77]. [For a list of the Florida local governments included in the 2017 Florida Stormwater Association Report and the stormwater utility fees charged by each governmental entity, see "APPENDIX B - City of Miami Beach, Florida Engineer's Report for the Stormwater Revenue and Revenue Refunding Bonds, Series 2018" and, in particular, Table 5.8 of the Engineer's Report.] Billing and Collection A Stormwater Utility fee is assessed against each property in the City based on existing City utility accounts, application for service and County Tax Appraiser property information or other ownership records. Each account is assigned a number of ERUs that are used to determine the Stormwater Utility fee. To receive water, sewer and stormwater services from the City, property owners fill out an Application for Water Service at the City's Finance Department and pay a deposit according to an established schedule. The Finance Department is responsible for preparing and issuing one itemized bill for water, sewer, stormwater and garbage disposal (except for commercial accounts) services provided by the City. All of such services are billed on a monthly basis. The prioritization of applying payments is first to stormwater, second to sanitation, third to sewer, and last to water. Bills are due within fifteen (15) days from the date of the bill. A ten percent (10%) penalty is added to all current charges on the bills if not paid within the fifteen (15) days. Customers for whom a check has been returned by the bank are notified to replace their check with either cash, cashier's check or money order within five(5)days. The customer's account will be charged a minimum of$20.00 or five percent (5%) of the amount of the check, whichever is greater. 33 Page 777 of 1633 Stormwater Utility fees for properties within the City that meet one of the following criteria may be reduced by fifty percent (50%): 1. The property is subject to a valid NPDES permit. 2. The property is served by a private disposal system meeting State, County, and City criteria. 3. A portion of the property is served by a private disposal system meeting State, County, and City criteria. The fee reduction only applies to that portion of the property. To date, no Stormwater Utility customer has requested or been granted the fifty percent (50%) reduction. The fees collected by the City with respect to the Stormwater Utility, including investment earnings, are deposited in the Enterprise Fund and used for planning, constructing, financing, operating and maintaining the Stormwater Utility and the infrastructure of the stormwater management system. The Enterprise Fund tracks the operations, capital expenditures, and revenues of the Stormwater Utility. The City has streamlined and improved the system that was in place to capture ERU changes in the review and approval of construction plans. The resulting method enhances communication and coordination of the several departments included in the process, such as the Public Works Department, the City's Office of Budget and Performance Improvement and the City's Finance Department. Pursuant to the City Code, the charges for utilities services constitute a lien against the premises where the services are provided and become effective and binding as such from the date the account becomes due, unpaid and in arrears. The liens established by City Code are of the same dignity as liens acquired by virtue of the City Charter; an interest rate of ten percent (10%) accrues to such delinquent accounts. Based on recent historical performance,utility collections are approximately ninety-eight percent (98%) of billings. [For detailed information relating to the customers of the Stormwater Utility, current and projected billings, see"APPENDIX B -City of Miami Beach,Florida Engineer's Report for the Stormwater Revenue and Revenue Refunding Bonds, Series 2018"and, in particular, Section 3.4 and Table 5.1 of the Engineer's Report.] [Remainder of page intentionally left blank] 34 Page 778 of 1633 DEBT SERVICE SCHEDULE Set forth below are the debt service requirements of the Series 2018 Bonds, all other Bonds Outstanding upon issuance of the Series 2018 Bonds and the total combined debt service on all Bonds Outstanding immediately following issuance of the Series 2018 Bonds. Total Series Fiscal Year 2018 Bonds Ending Series 2018 Bonds Outstanding and Outstanding September 30 Principal Interest Total Bonds Bonds 2018 $ $ $ $ $ 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 Total $ $ $ $ $ 35 Page 779 of 1633 HISTORICAL AND FORECASTED SCHEDULE OF NET REVENUES, DEBT SERVICE AND DEBT SERVICE COVERAGE The following table sets forth the historical Revenues, Current Expenses and coverage of Principal and Interest Requirements for the Stormwater Utility for the past five (5) Fiscal Years, the budgeted amounts for Fiscal Year 2018 and the amounts projected for Fiscal Years 2019 through 2023. The following tables should be read in conjunction with the Engineer's Report. See "APPENDIX B - City of Miami Beach, Florida Engineer's Report for the Stormwater Revenue and Revenue Refunding Bonds, Series 2018." For the Fiscal Year Ended September 30, Budgeted 2013 2014 2015 2016 2017 2018 Revenues Operating $11,671,714 $11,715,299 Investment Earnings(1) 106,865 142,033 Rate Stabilization -0- 1,847,255 Less 5% Allowance) -0- -0- Total Revenues 11,778,579 13,704,587 Expenses Operating Expenses° 3,011,708 4,000,558 5% Contingency Allowance) -0- -0- Total Expenses 3,011,708 4,000,558 Net Revenues 8,766,871 9,704,029 Principal and Interest Requiremente) 5,847,595 5,848,873 Debt Service Coverage 1.50x 1.66x Funds Available for Subordinated Indebtedness/Administrative Fees/Transfers 2,919,276 3,855,157 Administration Fees 433,000 435,000 Depreciation Reserve and Renewal and Replacement(6) 585,450 2,115,910 Capital(6) -0- 148,000 Funds Available After Payments and Transfers $ 1,900,826 $ 1,156,247 Source: City of Miami Beach, Florida Finance Department. (1) Includes only interest allowed to be considered within the definition of Revenues for debt service coverage purposes. See "SECURITY AND SOURCES OF PAYMENT - General" herein. (2) Allowance for uncollectible revenues of the Stormwater Utility. (3) Excludes amortization, depreciation and administration fees. (4) Allowance for potential future cost increases beyond inflation factor increases. (5) Represents Principal and Interest Requirements on senior lien Bonds Outstanding under the Bond Resolution. (6) Represents amount needed to fund certain capital improvements of the Stormwater Utility on a pay-as-you-go basis. 36 Page 780 of 1633 Projections of Revenues, Current Expenses, Debt Service and Debt Service Coverage For the Fiscal Year Ending September 30, 2019 2020 2021 2022 2023 Revenues OperatingW Investment Earnings(2) Rate Stabilization Less 5% Allowance(3) Total Revenues Expenses Operating Expenses(4) 5% Contingency Allowance(5) Total Expenses Net Revenues Principal and Interest Requirements(6) Debt Service Coverage Funds Available for Subordinated Indebtedness/Administrative Fees/Transfers Administration Fees Depreciation Reserve and Renewal and Replacement(?(8) Capital(8) Funds Available After Payments and Transfers Source: The Engineer's Report. (1) Amounts projected for Fiscal Years 2020 through 2023 assume an increase of nineteen percent (19%) in Fiscal Year 2020. Such increase has been recommended to pay the Principal and Interest Requirements for Bonds proposed to be issued during Fiscal Year 2020. However, such increase has not been approved by the City Commission. See "THE STORMWATER UTILITY - Rates, Fees and Charges"herein. (2) Includes only interest allowed to be considered within the definition of Revenues for debt service coverage purposes. See "SECURITY AND SOURCES OF PAYMENT - General" herein. (3) Allowance for uncollectible revenues of the Stormwater Utility. (4) Excludes amortization, depreciation and administration fees. (5) Allowance for potential future cost increases beyond inflation factor increases. (6) Assumes issuance of the Series 2018 Bonds and the Series 2020 Bonds in their respective Fiscal Years, each (i) in a principal amount which will, in addition to any other purpose,provide $100,000,000 of proceeds to finance projects of the Stormwater Utility, (ii) maturing approximately thirty (30) years from their date of issuance, and (iii) amortizing annually. Also assumes a true interest cost of % for the Series 2018 Bonds, based on interest rates as of , 2018, plus 0.25%, and an interest rate of %per annum for the Series 2020 Bonds. (7) Depreciation projected to grow at an approximate rate of three percent (3%) per annum. (8) Represents amount needed to fund certain capital improvements of the Stormwater Utility on a pay-as-you-go basis. 37 Page 781 of 1633 The following table shows the debt service coverage of the Stormwater Utility, based on the results for the twelve (12) month period ended , 201 , and the Maximum Principal and Interest Requirements for all Bonds Outstanding upon issuance of the Series 2018 Bonds, each calculated in accordance with the requirements of the Bond Resolution for the issuance of Additional Bonds. Revenues, Expenses,Debt Service, and Debt Service Coverage Twelve Month Period Ended , 201_ (Unaudited) Total Operating Revenues Total Operating Expenses Net Revenues Adjustment to Revenues Adjusted Net Revenues Maximum Principal and Interest Requirementsw Adjusted Net Revenues Coverage of Maximum Principal and Interest Requirements (Additional Bonds Test)(2) Source: City of Miami Beach, Florida Finance Department. (1) Represents Maximum Principal and Interest Requirements for the Series 2009 Bonds, the Series 2011 Bonds which will remain Outstanding upon issuance of the Series 2018 Bonds,and the Series 2018 Bonds. The Maximum Principal and Interest Requirement for such Bonds will occur in Fiscal Year 20 . For assumptions made in the computation of debt service for the Series 2018 Bonds, see"APPENDIX B -City of Miami Beach,Florida Engineer's Report for the Stormwater Revenue and Revenue Refunding Bonds,Series 2018"and,in particular,Table of the Engineer's Report. (2) The debt service coverage requirement in the Bond Resolution for purposes of determining whether Additional Bonds may be issued is one hundred ten percent(110%) of the Maximum Principal and Interest Requirements. See "SECURITY AND SOURCES OF PAYMENT - Additional Bonds" herein. FINDINGS AND CONCLUSIONS OF THE ENGINEER'S REPORT AND THE FEASIBILITY REPORT AECOM has been engaged by the City to serve as the Series 2018 Consulting Engineer and Public Resources Management Group, Inc. has been engaged by the City to serve as the Feasibility Consultant, each in connection with the issuance of the Series 2018 Bonds. In such capacity, the Series 2018 Consulting Engineer and the Feasibility Consultant have prepared the Engineer's Report and the Feasibility Report, respectively, to provide a summary of the overall physical condition and financial status of the Stormwater Utility to support the issuance of the Series 2018 Bonds. The information contained in the Engineer's Report and the Feasibility Report includes, among other things, a presentation of facts and data obtained by the Series 2018 Consulting Engineer and the Feasibility Consultant from its recent investigations and discussions with management and operations personnel of the Stormwater Utility and includes a review of, among other sources, the CIP, the 1997 SWMP, the 2011 SWMP,the comprehensive 38 Page 782 of 1633 annual financial reports of the City for the Fiscal Years ended September 30, 2013 through 2016, the City's annual operating budgets for the Fiscal Years ended September 30, 2017 and ending September 30, 2018, the MS4 permit issued by the FDEP relating to the Stormwater Utility, the financial, billing and operating data of the City relating to the Stormwater Utility, the Rate Ordinance, any notices of regulatory authorities relating to the Stormwater Utility issued or in effect during the Historical Period, and other files of the City and of the Stormwater Utility maintained by or provided to the Series 2018 Consulting Engineer and the Feasibility Consultant. Set forth below is a summary of certain findings and conclusions reached by the Series 2018 Consulting Engineer in the Engineer's Report and by the Feasibility Consultant in the Feasibility Report. Reference is made to the complete copy of the Engineer's Report and the Feasibility Report for a more detailed description of the information relied upon by the Series 2018 Consulting Engineer or by the Feasibility Consultant to make the following findings or reach the following conclusions and the assumptions upon which such findings and conclusions are based. See "APPENDIX B - City of Miami Beach,Florida Engineer's Report for the Stormwater Revenue and Revenue Refunding Bonds, Series 2018" and "APPENDIX C - City of Miami Beach, Florida Financial Feasibility Report for the Issuance of Stormwater Revenue and Revenue Refunding Bonds, Series 2018." The Engineer's Report and the Feasibility Report should be read in their entirety in conjunction with the following findings and conclusions. In the opinion of the Series 2018 Consulting Engineer and of the Feasibility Consultant, the assumptions upon which the following findings and conclusions are based, as described in the Engineer's Report and the Feasibility Report, respectively, are reasonable. Opinions of the Series 2018 Consulting Engineer Based on the principal considerations, assumptions and results of the studies and analyses of the Series 2018 Consulting Engineer summarized in the Engineer's Report, information prepared and provided by the City, discussions with staff and consultants of the City, and other industry sources, the Series 2018 Consulting Engineer is of the opinion that: 1. The Stormwater Utility is well maintained, well managed and in good operating condition. Effective planning policies provide for the necessary inspection, repair, improvement and replacement of the facilities of the Stormwater Utility and have enabled the City to comply with applicable federal, State and County rules and regulations. 2. The Stormwater Utility has the physical capacity to meet existing demands. Implementation of the projects included in the CIP will enable the Stormwater Utility, in the areas served by those projects, to meet projected demands and comply with applicable federal, State and County rules and regulations expected to be in effect during the Forecast Period. 3. Key staff of the City in charge of the operations and maintenance of the the Stormwater Utility and implementation of the CIP are well qualified and capable of effectively managing the responsibilities of such operations, maintenance and implementation. 4. The CIP is necessary to improve the flood protection Level of Service and water quality of the Stormwater Utility. 5. The methodology used to develop the CIP,the timing of the implementation of the program and the cost of its improvements was an appropriate methodology for such purposes. 39 Page 783 of 1633 6. Improvements to be made to the Stormwater Utility as part of the CIP have been or are expected to be designed in accordance with usual and customary engineering practices and involve proven technology and proven configurations of that technology. 7. The projected cost and time periods for implementing the improvements to the Stormwater Utility to be financed with proceeds of the Series 2018 Bonds are reasonable. 8. Continuation of the CIP will require significant additional funding, as described in the Engineer's Report. The financial plan described in the Engineer's Report for the CIP includes adequate funding for the improvements to be constructed and installed in the manner and time periods currently contemplated. 9. In the event the City elects to issue additional Stormwater Revenue Bonds in Fiscal Year 2020 in the amount currently contemplated, as described in the Engineer's Report,rate increases applicable to the customers of the Stormwater Utility are projected to be necessary prior to the issuance of such Bonds. 10. In the opinion of the Series 2018 Consulting Engineer, the City's issuance of the Series 2018 Bonds in the aggregate principal amount set forth in this Official Statement, at the time and for the purposes described herein, is an advisable undertaking. Opinions of the Feasibility Consultant 1. Subject to the rate increases recommended in the Feasibility Report if Stormwater Revenue Bonds are issued in the principal amount and time period currently projected, Revenues of the Stormwater Utility will be sufficient to (i) meet all operating and other expenses of the Stormwater Utility during the Forecast Period and (ii) satisfy all of the requirements of the rate covenant set forth in the Bond Resolution. Such Revenues will also provide sufficient funds for planned capital improvement expenditures of the Stormwater Utility that are expected to be funded from current Revenues. 2. The amounts projected in the Feasibility Report for Revenues and Current Expenses of the the Stormwater Utility and the sources of funds projected to be available to fund scheduled or anticipated improvements throughout the Forecast Period are reasonable. TAX MATTERS General In the opinion of Squire Patton Boggs (US) LLP, Bond Counsel, under existing law: (i) interest on the Series 2018 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 corporations; and (ii) the Series 2018 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 2018 Bonds. The opinion on 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 2018 40 Page 784 of 1633 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 2018 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("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 2018 Bonds being included in gross income for federal income tax purposes retroactively to the date of issuance of the Series 2018 Bonds. The City has covenanted to take the actions required of it for the interest on the Series 2018 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 2018 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 2018 Bonds or the market value of the Series 2018 Bonds. A portion of the interest on the Series 2018 Bonds earned by certain corporations may be subject to a federal corporate alternative minimum tax. In addition, interest on the Series 2018 Bonds may be subject to a federal branch profits tax imposed on certain foreign corporations doing business in the United States and to a federal tax imposed on excess net passive income of certain S corporations. Under the Code, the exclusion of interest from gross income for federal income tax purposes may have certain adverse federal income tax consequences on items of income, deduction or credit for certain taxpayers, including financial institutions, certain insurance companies, recipients of Social Security and Railroad Retirement benefits,those that are deemed to incur or continue indebtedness to acquire or carry tax-exempt obligations, and individuals otherwise eligible for the earned income tax credit. The applicability and extent of these and other tax consequences will depend upon the particular tax status or other tax items of the owner of the Series 2018 Bonds. Bond Counsel will express no opinion regarding those consequences. Payments of interest on tax-exempt obligations, including the Series 2018 Bonds, are generally subject to IRS Form 1099-INT information reporting requirements. If a Series 2018 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 2018 Bonds ends with the issuance of the Series 2018 Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the City or the owners of the Series 2018 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 2018 Bonds, under current IRS procedures, the IRS will treat the City as the taxpayer and the beneficial owners of the Series 2018 Bonds will have only limited rights, if any, to obtain and participate 41 Page 785 of 1633 in judicial review of such audit. Any action of the IRS, including but not limited to selection of the Series 2018 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 2018 Bonds. Prospective purchasers of the Series 2018 Bonds upon their original issuance at prices other than the respective prices indicated on the inside cover page of this Official Statement, and prospective purchasers of the Series 2018 Bonds at other than their original issuance, should consult their own tax advisers 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 2018 Bonds. There can be no assurance that legislation enacted or proposed, or actions by a court, after the date of issuance of the Series 2018 Bonds will not have an adverse effect on the tax status of interest on the Series 2018 Bonds or the market value or marketability of the Series 2018 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 2018 Bonds from gross income for federal or state income tax purposes for all or certain taxpayers. For example,recent presidential and legislative proposals would eliminate,reduce or otherwise alter the tax benefits currently provided to certain owners of state and local government bonds, including proposals that would result in additional federal income tax on taxpayers that own tax-exempt obligations if their incomes exceed certain thresholds. Investors in the Series 2018 Bonds should be aware that any such future legislative actions (including federal income tax reform)may retroactively change the treatment of all or a portion of the interest on the Series 2018 Bonds for federal income tax purposes for all or certain taxpayers. In such event, the market value of the Series 2018 Bonds may be adversely affected and the ability of holders to sell their Series 2018 Bonds in the secondary market may be reduced. The Series 2018 Bonds are not subject to special mandatory redemption, and the interest rates on the Series 2018 Bonds are not subject to adjustment in the event of any such change in the tax treatment of interest on the Series 2018 Bonds. Investors should consult their own financial and tax advisers to analyze the importance of these risks. Original Issue Discount and Original Issue Premium Certain of the Series 2018 Bonds ("Discount Bonds") as indicated on the inside cover page of this Official Statement were offered and sold to the public at an original issue discount ("OID"). OID is the excess of the stated redemption price at maturity(the principal amount)over the"issue price"of a Discount Bond. The issue price of a Discount Bond is the initial offering price to the public (other than to bond houses, brokers or similar persons acting in the capacity of underwriters or wholesalers) at which a substantial amount of the Discount Bonds of the same maturity is sold pursuant to that offering. For federal income tax purposes, OID accrues to the owner of a Discount Bond over the period to maturity based on the constant yield method, compounded semiannually (or over a shorter permitted compounding interval selected by the owner). The portion of OID that accrues during the period of ownership of a Discount Bond (i) is interest excluded from the owner's gross income for federal income tax purposes to 42 Page 786 of 1633 the same extent, and subject to the same considerations discussed above, as other interest on the Series 2018 Bonds, and (ii) is added to the owner's tax basis for purposes of determining gain or loss on the maturity, redemption, prior sale or other disposition of that Discount Bond. The amount of OID that accrues each year to a corporate owner of a Discount Bond is taken into account in computing the corporation's liability for federal alternative minimum tax. A purchaser of a Discount Bond in the initial public offering at the price for that Discount Bond stated on the inside cover page of this Official Statement who holds that Discount Bond to maturity will realize no gain or loss upon the retirement of that Discount Bond. Certain of the Series 2018 Bonds ("Premium Bonds") as indicated on the inside cover page of this Official Statement were offered and sold to the public at a price in excess of their stated redemption price at maturity (the principal amount). That excess constitutes bond premium. For federal income tax purposes, bond premium is amortized over the period to maturity of a Premium Bond, based on the yield to maturity of that Premium Bond (or, in the case of a Premium Bond callable prior to its stated maturity, the amortization period and yield may be required to be determined on the basis of an earlier call date that results in the lowest yield on that Premium Bond), compounded semiannually. No portion of that bond premium is deductible by the owner of a Premium Bond. For purposes of determining the owner's gain or loss on the sale, redemption (including redemption at maturity) or other disposition of a Premium Bond, the owner's tax basis in the Premium Bond is reduced by the amount of bond premium that is amortized during the period of ownership. As a result, an owner may realize taxable gain for federal income tax purposes from the sale or other disposition of a Premium Bond for an amount equal to or less than the amount paid by the owner for that Premium Bond. A purchaser of a Premium Bond in the initial public offering at the price for that Premium Bond stated on the inside cover page of this Official Statement who holds that Premium Bond to maturity (or, in the case of a callable Premium Bond, to its earlier call date that results in the lowest yield on that Premium Bond) will realize no gain or loss upon the retirement of that Premium Bond. Owners of Discount Bonds and Premium Bonds should consult their own tax advisers as to 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 Bonds or Premium Bonds and as to other federal tax consequences and the treatment of OID and bond premium for purposes of state and local taxes on, or based on, income. 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 policemen and firemen 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 43 Page 787 of 1633 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, 2013, the date of the latest accrual valuation: Employee Plan Membership Inactive plan members and beneficiaries currently receiving benefits 1,055 Inactive plan members entitled to benefits but not yet receiving them 125* Active plan members 1,014 Total members 2,194 Source: City of Miami Beach, Florida Comprehensive Annual Financial Report for Fiscal Year Ended September 30, 2014. * Includes members of the Employee Plan who are enrolled in DROP (as hereinafter defined). Plan Benefits. The Employee Plan provides retirement benefits as well as death and disability benefits at three (3) different tiers, depending on (i)whether an employee is a member of one of the unions representing employees of the City, (ii) which union the employee is a member of and (iii) when the employee entered the Employee Plan. The first tier membership of the Employee Plan (the "Employee Plan First Tier") includes any employee who became a member of the Employee Plan prior to the dates which constitute the Employee Plan Second Tier. The second tier membership of the Employee Plan (the "Employee Plan Second Tier") includes any employee who became a member of the Employee Plan on or after (i) April 30, 1993 (but prior to September 30, 2010) for members of the American Federation of State, County and Municipal Employees ("AFSCME") bargaining unit; (ii) August 1, 1993 (but prior to September 30, 2010) for members of the Government Supervisors Association of Florida ("GSAF") bargaining unit and members of the Employee Plan who are not included in any collective bargaining unit; and (iii) February 21, 1994 (but prior to October 27, 2010) for members of the Communications Workers of America ("CWA") bargaining unit. The third tier membership of the Employee Plan (the "Employee Plan Third Tier") includes any employee who became a member of the Employee Plan on or after (i) September 30, 2010 for members of AFSCME, GSAF and members of the Employee Plan who are not included in any collective bargaining unit; and (ii) October 27, 2010 for members of CWA. Classified members under the Employee Plan First Tier are eligible for normal retirement at age fifty (50) and five (5) years of creditable service and are entitled to benefits of three percent (3%) of their final average monthly earnings, multiplied by the first fifteen (15) years of creditable service, plus four percent(4%) of their final average monthly earnings,multiplied by the years of creditable service in excess of fifteen (15) years, with the total not to exceed ninety percent (90%) of the employee's final average monthly earnings. Employee Plan First Tier unclassified members accrued four percent(4%) of their final average monthly earnings for creditable service before October 18, 1992 and three percent (3%) per year 44 Page 788 of 1633 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%) of their final average monthly earnings multiplied by the employee's number of years of creditable service, subject to a maximum of eighty percent (80%) of such employee's final average monthly earnings. For elected officials of the City, the City Manager or the City Attorney, the benefit is four percent(4%) of their final average monthly earnings for each year of creditable service as an elected official, city manager or city attorney,plus the retirement benefit as defined above for any other period of City employment, subject to a maximum eighty percent (80%) of such employee's final average monthly earnings. Any Employee Plan 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, 2014, there were ninety-four (94) members of the Employee Plan in the DROP and the value of the DROP investment was$7,434,014, which 45 Page 789 of 1633 is included in the Plan's net position. The DROP also allows for member loans. Approximately$165,000 of DROP loans for the Employee Plan were outstanding as of September 30, 2014. 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, 2014, the City was required to make contributions of $25,602,030 or 40.3% of covered payroll to the Employee Plan in accordance with actuarially determined requirements computed through an actuarial valuation performed as of October 1, 2013. For the Fiscal Year ended September 30, 2014, the employees contributed $7,373,407 and buybacks were $1,143,866. Net Pension Liability. The components of the City's net pension liability for the Employee Plan as of September 30, 2014 were as follows: Employee Plan Net Pension Liability Total Employee Plan liability $679,514,531 Employee Plan's fiduciary net position (516,387,785) City net Employee Plan liability $163,126,744 Source: City of Miami Beach, Florida Comprehensive Annual Financial Report for Fiscal Year Ended September 30, 2014. Set forth below is the progress made by the City accumulating sufficient assets to pay benefits of the Employee Plan, when due. Employee Plan Schedule of Employer Contributions Fiscal Year Annual Percentage of Ended Required Annual Annual Pension Cost September 30 Contribution Pension Cost Contributed 2012 $16,243,133 $16,312,068 100% 2013 21,222,051 21,222,051 100 2014 25,602,030 25,602,030 100 Source: City of Miami Beach, Florida Comprehensive Annual Financial Report for Fiscal Year Ended September 30, 2014. The funding status for the Employee Plan, as of the three (3) most recent valuation dates, is as follows: 46 Page 790 of 1633 Employee Plan Funding Status Unfunded UAAL Actuarial as a Actuarial Actuarial Accrued Annual Percent of Valuation Value of Accrued Liability Funded Covered Covered Date Plan Assets Liability (UAAL) Ratio Payroll Payroll 10/1/11 $425,781,050 $602,577,503 $176,796,453 70.7% $66,346,904 266.5% 10/1/12 421,376,041 637,363,774 215,987,733 66.1 65,053,945 332.0 10/1/13 440,912,751 649,797,221 208,884,470 67.9 63,526,903 328.8 Source: City of Miami Beach,Florida Comprehensive Annual Financial Report for Fiscal Year Ended September 30,2014, City of Miami Beach Employees' Retirement Plan Actuarial Valuation Report as of October 1, 2013 and City of Miami Beach Employees' Retirement Plan Actuarial Valuation Report as of October 1, 2012. Police and Firefighters' Retirement Plan Plan Description. The pension fund for police officers and fire fighters 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 three (3) 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") or on or after September 30, 2013 ("Police and Firefighters' Plan Tier Three"). Membership in the Police and Firefighters' Plan consisted of the following as of October 1, 2013, the date of the latest accrual valuation: Police and Firefighters' Plan Membership Active members 458 Deferred vested members 15 Retired members a. Service 540* b. Disabled 58 c. Beneficiaries 98 696 696 Total members 1,169 Source: City of Miami Beach, Florida Comprehensive Annual Financial Report for Fiscal Year Ended September 30, 2014. * 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, 47 Page 791 of 1633 if earlier, the date when age and length of creditable service equals to at least seventy (70) years. Police and Firefighters' Plan Tier One members eligible to retire on or after September 30, 2013 may retire on a service retirement pension upon the attainment of age fifty (50) or, if earlier, the date when the member attains the age of forty-seven (47) and the length of creditable service equals to at least seventy(70) years. Upon retirement, Police and Firefighters' Plan Tier One members who were eligible to retire prior to September 30, 2013 will receive a monthly pension, payable for life, equal to three percent (3%) of the member's average monthly salary, as defined in the Police and Firefighters' Plan ordinance, for each of 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 that 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. Any member of the Police and Firefighters' Plan who becomes totally and permanently disabled at any time as a result of illness or injury suffered in the line of duty may be retired on an accidental disability pension. For a service connected disability, the minimum pension payable is eighty-five percent (85%) of the member's monthly salary at the time of disability retirement, less any offset for worker's compensation. Any Police and Firefighters' Plan member who becomes totally or permanently disabled after five (5) years of creditable service as a result of illness or injury not suffered in the line of duty may be retired on an ordinary disability retirement pension. Upon disability retirement, a Police and 48 Page 792 of 1633 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' Plan Tier One member may enter into a DROP on the first day of any month after becoming eligible to retire. Upon becoming eligible to participate in the DROP, a Police and Firefighters' Plan Tier One member may elect to enter that program for a period not to exceed thirty-six (36) months. Police and Firefighters' Plan Tier One members who enter the DROP on or after September 1, 2012 shall be eligible to participate for a period not to exceed sixty(60) months. All Police and Firefighters' Plan Tier One members shall receive a 2.5% cost of living adjustment increase in benefits annually on the anniversary date of the member's retirement. The exception is for Police and Firefighters' Plan Tier One members who entered the DROP on or after September 1, 2012 and before September 30, 2013. Those members shall receive a zero percent (0%) cost of living adjustment for the third and fourth annual adjustment dates, regardless of whether the member remains in the DROP for the maximum sixty (60) month period. Further, any member who exits the DROP within six (6) months following the date of DROP entry shall be eligible to receive the 2.5% cost of living adjustment. An active Police and Firefighters' Plan Tier Two member or Police and Firefighters' Plan Tier Three member may enter into the DROP on the first day of any month after attainment of age fifty (50) or, if earlier, the date when the member attains age forty-eight (48) and the age and length of creditable service equals to at least seventy(70)years. Upon becoming eligible to participate in the DROP, a Police and Firefighters' Plan Tier Two member or Police and Firefighters' Plan Tier Three member may elect to enter that program for a period not to exceed sixty(60)months. All of such members shall receive a 1.5% cost of living adjustment increase in benefits annually on the anniversary date of the member's retirement. At September 30,2014, $15,135,801,the total amount of the DROP payable,represents the balance of the self-directed participants as all of 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 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 of Florida for active employees for the Fiscal Year ended September 30, 2014, was $35,960,326 and covered payroll, excluding DROP 49 Page 793 of 1633 members, was approximately $50,750,000. The contribution required from the City and the State of Florida for the Fiscal Year ended September 30, 2014 was actuarially determined by the October 1, 2012 valuation to be $35,960,326. The actuarially computed annual covered payroll used in the October 1, 2012 valuation was$46,313,650. The annual pension cost was$35,960,326 for the Fiscal Year ended September 30, 2014. Police and Firefighters' Plan Net Pension Liability Total Police and Firefighters' Plan liability $991,506,019 Police and Firefighters' Plan's fiduciary net position (769,298,572) City net Police and Firefighters' Plan liability $222,207,447 Source: City of Miami Beach, Florida Comprehensive Annual Financial Report for Fiscal Year Ended September 30, 2014. Set forth below is the progress made by the City accumulating sufficient assets to pay benefits of the Police and Firefighters' Plan, when due. Police and Firefighters' Plan Schedule of Employer Contributions Fiscal Year Annual Percentage of Ended Required Annual Annual Pension Cost September 30 Contribution Pension Cost Contributed 2012 $36,297,459 $36,297,459 100% 2013 39,492,050 39,492,050 100 2014 35,960,326 35,960,326 100 Source: City of Miami Beach, Florida Comprehensive Annual Financial Report for Fiscal Year Ended September 30, 2014. The funding status for the Police and Firefighters' Plan, as of the three (3) most recent valuation dates, is as follows: [Remainder of page intentionally left blank] 50 Page 794 of 1633 Police and Firefighters' Plan Funding Status Unfunded UAAL Actuarial as a Actuarial Actuarial Accrued Annual Percent of Valuation Value of Accrued Liability Funded Covered Covered Date Plan Assets Liability (UAAL) Ratio Payroll Payroll 10/1/11 $531,821,181 $871,118,629 $339,297,448 61.1% $49,186,724 689.8% 10/1/12 545,067,653 902,778,465 357,710,812 60.4 46,313,650 772.4 10/1/13 663,233,454 955,238,606 292,005,152 69.4 47,164,032 619.1 Source: City of Miami Beach,Florida Comprehensive Annual Financial Report for Fiscal Year Ended September 30,2014, September 30, 2013 and September 30, 2012. Other Retirement and Compensation Plans Firemen's 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 of Florida, 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 of Florida and remitted to the plans for the year ended September 30,2014 was$1,704,136 for firefighters and$759,678 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 - 401(a) The City has a defined contribution retirement plan (the "Defined Contribution Plan") that was created in accordance with Section 401(a)of the Internal Revenue Code of 1986, as amended(the"Code"). The Defined Contribution Plan provides retirement and other related benefits for eligible employees as an option to the other retirement systems sponsored by the City. However, effective March 19, 2006, the Defined Contribution Plan was no longer offered to new employees of the City. Current employees are still participating in the Defined Contribution Plan. The Defined Contribution Plan is administrated by a Board of Trustees, which has the general responsibility for the Plan's proper operation and management. The 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 Defined Contribution Plan. Consequently, amounts accrued for benefits are not recorded in the fiduciary fund. 51 Page 795 of 1633 Employees in the 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 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, 2014, is as follows: Defined Contribution Plan Information Members in Defined Contribution Plan 32 City's contribution $149,422 Percentage of covered payroll 8.20% Employees' contribution 149,109 Percentage of covered payroll 8.18 Source: City of Miami Beach, Florida Comprehensive Annual Financial Report for Fiscal Year Ended September 30, 2014. 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. As with all governmental entities providing similar plans, the City is required to comply with the Governmental Accounting Standard's Board Statement No. 45 - Accounting and Financial Reporting by Employers for Postemployment Benefits Other than Pensions("GASB 45"). GASB 45 applies accounting methodology similar to that used for pension liabilities to other post employment benefits ("OPEB") and attempts to more fully reveal the costs of employment by requiring governmental units to include future OPEB costs in their financial statements. While GASB 45 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. 52 Page 796 of 1633 (b) Life Insurance - Employees of the City are eligible to receive a life insurance benefit of$1,000 towards the cost of such insurance. As of September 30, 2008, the City established an OPEB Trust (the "OPEB Trust") and began funding its OPEB obligation. Stand alone financial statements for the OPEB Trust are not prepared. As of October 1, 2012, the date of the most recent actuarial valuation, OPEB Plan participation consisted of the following: OPEB Plan Participation OPEB Plan Participants 1,941 Retirees receiving benefits 1,175 Source: City of Miami Beach, Florida Comprehensive Annual Financial Report for Fiscal Year Ended September 30, 2014. 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, 2014, the City paid $7.9 million in OPEB benefits on a pay-as-go basis and $915,000 to the OPEB Trust. The City's net OPEB obligation as of September 30, 2014 was $47.2 million. The City intends to base future OPEB Trust contributions on the annual required contribution in subsequent annual actuarial reports. 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 45. 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 following table shows the components of the City's annual OPEB cost for the year, the amount actually contributed and the change in the net OPEB obligation. [Remainder of page intentionally left blank] 53 Page 797 of 1633 OPEB Annual Costs and Net Obligation for Fiscal Year 2014 Annual Required Contribution $16,490,000 Interest on Net OPEB Obligation 3,099,000 Adjustment to Annual Required Contribution (2,238,000) Annual OPEB Cost (expense) 17,351,000 Contributions Made 8,882,000 Net OPEB Obligation 8,469,000 Net OPEB Obligation - Beginning of Year 38,733,000 Net OPEB Obligation - End of Year $47,202,000 Source: City of Miami Beach, Florida Comprehensive Annual Financial Report for Fiscal Year Ended September 30, 2014. Set forth below is a description of the progress made by the City in accumulating sufficient assets to pay OPEB benefits, when due. OPEB Annual Costs and Contributions Fiscal Year Percent of Ended Annual Annual OPEB Net OPEB September 30 OPEB Cost Contribution Cost Contributed Obligation 2012 $19,064,000 $11,104,000 58% $30,835,000 2013 16,212,000 8,314,000 51 38,733,000 2014 17,351,000 8,882,000 51 47,202,000 Source: City of Miami Beach,Florida Comprehensive Annual Financial Report for Fiscal Year Ended September 30, 2014. [Remainder of page intentionally left blank] 54 Page 798 of 1633 OPEB Funding Status UAAL Unfunded as a Actuarial Percent of Actuarial Actuarial Accrued Participants Participants Valuation Value of Accrued Liability Funded Covered Covered Date Plan Assets Liability (UAAL) Ratio Payroll Payroll 10/1/11 $14,136,000 $208,959,000 $194,823,000 6.8% $107,418,169 55.1% 10/1/12 19,015,000 191,353,000 172,338,000 9.9 108,263,028 159.2 10/1/13 22,167,000 203,809,000 181,642,000 10.9 107,951,095 168.3 Source: City of Miami Beach,Florida Comprehensive Annual Financial Report for Fiscal Year Ended September 30,2014, September 30, 2013 and September 30, 2012. FINANCIAL STATEMENTS Excerpts from the Comprehensive Annual Financial Report of the City of Miami Beach, Florida for the Fiscal Year ended September 30, 2016 and the report of Crowe Horwath LLP, independent certified public accountants, in connection therewith, dated April 28, 2017, are included in APPENDIX D 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 the Stormwater Utility. No separate financial statements for the Stormwater Utility have been prepared. The consent of Crowe Horwath 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 2018 Bonds. CONTINUING DISCLOSURE The City will covenant for the benefit of the holders of the Series 2018 Bonds to provide certain financial information and operating data relating to the Stormwater Utility not later than two hundred forty (240) days following the end of each Fiscal Year, commencing with the Fiscal Year ended September 30, 2017 (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, L.L.C. ("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 H - Form of Disclosure Dissemination Agent Agreement." These covenants have been made in order to assist the Underwriters in complying with Rule 15c2-12 of the Securities and Exchange Commission (the "SEC"). On July 28,2014 Standard&Poor's Ratings Services("Standard&Poor's")announced that it had raised its rating on the City's general obligation debt two (2) notches to "AA+" from "AA-." The disclosure agreements entered into by the City in connection with the issuance of various series of bonds (the "Disclosure Agreements") require the City to provide, among other things, notice of rating changes affecting such series of bonds. Notice of the ratings increase announced by Standard &Poor's on July 28, 2014 was not provided by the City within the time periods established in the Disclosure Agreements. Such notice was filed by DAC, on behalf of the City, with the MSRB on April 29, 2015. 55 Page 799 of 1633 In addition to Disclosure Agreements relating to bonds issued by the City,the City has entered into Disclosure Agreements for bonds issued by the Miami Beach Redevelopment Agency (the "Agency"). Such Disclosure Agreements require the City to file its audited financial statements and certain financial information and operating data (collectively, the "City Annual Information") each year with nationally recognized municipal securities information repositories, as designated by the SEC. On July 1, 2009 the SEC designated the Electronic Municipal Market Access System("EMMA")of the MSRB as the repository for filing information in satisfaction of continuing disclosure requirements. Following such designation, the City has submitted the City Annual Information for filing electronically with EMMA each year. For Fiscal Years 2010 through 2014 the City Annual Information submitted for filing with EMMA was not linked to the CUSIP number for the Agency's Tax Increment Revenue Bonds, Taxable Series 1998A (City Center/Historic Convention Village) (the "Series 1998A Bonds") when such information was posted on EMMA. Access to such information was updated in October 2015 so that the CUSIP number for the Series 1998A Bonds was included among the CUSIP numbers linked to the City Annual Information for Fiscal Years 2010 through 2014. All of the Series 1998A Bonds were advance refunded and defeased upon issuance by the Agency of its Tax Increment Revenue Refunding Bonds, Taxable Series 2015B (City Center/Historic Convention Village) on December 15, 2015. Documents required to be filed pursuant to the Disclosure Agreements are currently on file and available electronically from the MSRB at http://emma.msrb.org/. Information regarding the Series 2018 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 2018 Bonds or contesting the proceedings or authority under which they are to be issued or the creation, organization or existence of the City or, if determined adversely to the City, would have a material adverse impact on the ability of the Stormwater Utility to generate sufficient Net Revenues to pay debt service on the Series 2018 Bonds. LEGAL MATTERS Certain legal matters incident to the issuance of the Series 2018 Bonds and with regard to the tax- exempt status of the interest on the Series 2018 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 F, dated and premised on law in effect as of the date of issuance of the Series 2018 Bonds, will be delivered on the date of issuance of the Series 2018 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 56 Page 800 of 1633 pertaining to the City or the Series 2018 Bonds that may be prepared or made available by the City, the Underwriters or others to the Holders of the Series 2018 Bonds or other parties. Certain legal matters incident to the issuance of the Series 2018 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 2018 Bonds, will be delivered to the City by Disclosure Counsel at the time of original delivery of the Series 2018 Bonds. The proposed text of the form of the legal opinion of Disclosure Counsel is set forth as APPENDIX G 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 Raul J. Aguila, Esquire, Miami Beach, Florida, City Attorney. Bryant Miller Olive 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 2018 Bonds express the professional judgment of the attorneys rendering the opinions or advice regarding the legal issues and other matters expressly addressed therein. By rendering a legal opinion or advice, the giver of such opinion or advice does not become an insurer or guarantor of the result indicated by that opinion, or the transaction on which the opinion or advice is rendered, or of the future performance of parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction. ENFORCEABILITY OF REMEDIES The remedies available to the owners of the Series 2018 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, the remedies specified by the Resolution and the Series 2018 Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2018 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 2018 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, 23rd 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, 381h Floor, New York, New York 10041, (212) 438-2124. 57 Page 801 of 1633 Generally, a rating agency bases its rating and outlook 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 any such ratings or outlooks may have an adverse effect on the market price of the Series 2018 Bonds. UNDERWRITING The Series 2018 Bonds are being purchased by Citigroup Global Markets Inc., Wells Fargo Bank, National Association, and Estrada Hinojosa & Company, Inc. (collectively, the "Underwriters"), subject to certain terms and conditions set forth in the purchase contract between the City and the Underwriters, including the delivery of opinions on certain legal matters relating to the issuance of the Series 2018 Bonds by Bond Counsel and the existence of no material adverse change in the condition of the City or the Stormwater Utility from that set forth in the Official Statement. The Series 2018 Bonds are being purchased at a purchase price of$ (which represents the $ principal amount of the Series 2018 Bonds, [plus / minus a net original issue premium / discount of $ ,] minus an Underwriters' discount of $ ). The Series 2018 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 2018 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. Citigroup Global Markets Inc., the senior managing underwriter of the Series 2018 Bonds, has entered into a retail distribution agreement with UBS Financial Services Inc. ("UBSFS"). Under this distribution agreement, Citigroup Global Markets Inc. may distribute municipal securities to retail investors through the financial advisor network of UBSFS. As part of this arrangement, Citigroup Global Markets Inc. may compensate UBSFS for its selling efforts with respect to the Series 2018 Bonds. Wells Fargo Securities is the trade name for certain securities-related capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including Wells Fargo Bank, National Association. Wells Fargo Bank, National Association ("WFBNA"), one of the Underwriters, has entered into an agreement (the "Distribution Agreement") with its affiliate, Wells Fargo Advisors, LLC ("WFA"), for the distribution of certain municipal securities offerings, including the Series 2018 Bonds. Pursuant to the Distribution Agreement, WFBNA will share a portion of its underwriting or remarketing agent compensation,as applicable,with respect to the Series 2018 Bonds with WFA. WFBNA also utilizes the distribution capabilities of its affiliate, Wells Fargo Securities, LLC ("WFSLLC"), for the distribution of municipal securities offerings, including the Series 2018 Bonds. In connection with utilizing the distribution capabilities of WFSLLC, 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. Certain subsidiaries of Wells Fargo & Company (parent company of Wells Fargo Bank, National Association), have provided, from time to time, investment banking services, commercial banking services or advisory services to the City, for which they have received customary compensation. Wells Fargo & Company or its subsidiaries may, from time to time, engage in transactions with and perform services for the City in the ordinary course of their respective businesses. 58 Page 802 of 1633 VERIFICATION OF MATHEMATICAL COMPUTATIONS The arithmetical accuracy of certain computations included in the schedules provided by the Financial Advisor relating to the computation of forecasted receipts of principal and interest on the Government Obligations and uninvested cash to pay and redeem the Refunded Bonds was verified by Integrity Public Finance Consulting LLC, as the Verification Agent. Such computations were based solely upon assumptions and information supplied by the Financial Advisor. The Verification Agent has restricted its procedures to examining the arithmetical accuracy of certain computations included in the schedules provided by the Financial Advisor. The Verification Agent has not made any study or evaluation of the assumptions and information upon which the computations are based and, accordingly, has not expressed an opinion on the data used, the reasonableness of the assumptions, or the achievability of the forecasted results. EXPERTS The references in this Official Statement to AECOM, as the Series 2018 Consulting Engineer, and Public Resources Management Group, Inc., as the Feasibility Consultant, in connection with the issuance of the Series 2018 Bonds have been approved by such firms. The Engineer's Report prepared by the Series 2018 Consulting Engineer and the Feasibility Report prepared by the Feasibility Consultant have been included as Appendix B and Appendix C, respectively, to this Official Statement and referred to herein in reliance upon such reports and upon such firms as experts in engineering, planning and financial analysis, as applicable. References in this Official Statement to, and excerpts from, the Engineer's Report and the Feasibility Report do not purport to be adequate summaries of such reports or complete in all respects. References to the Engineer's Report and the Feasibility Report in this Official Statement are an integral part of this Official Statement. The Engineer's Report and the Feasibility Report should be read in their entirety, respectively, for complete information with respect to the subjects discussed therein. FINANCIAL ADVISOR RBC Capital Markets, LLC, St. Petersburg,Florida,is serving as Financial Advisor to the City and has acted in such capacity with respect to the sale and issuance of the Series 2018 Bonds. The Financial Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or to assume responsibility for the accuracy, completeness or fairness of the information in this Official Statement. RBC Capital Markets, LLC did not engage in any underwriting activities with regard to the issuance and sale of the Series 2018 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 2018 Bonds. Payment of the fees of such professionals and an underwriting discount to the Underwriters (including the fees of Underwriters' Counsel) are each contingent upon the issuance of the Series 2018 Bonds. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY LAWS Section 517.051, Florida Statutes, as amended, and Rule 3E400.003, 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 3E400.003 further provides, however, that if the City in good faith believes that such disclosure would not be considered material by 59 Page 803 of 1633 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 2018 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 2018 Bonds, contains an untrue statement of a material fact or omits to state a material fact which should be included therein for the purpose for which this Official Statement is intended to be used, or which is necessary to make the statements contained herein, in the light of the circumstances under which they were made, not misleading. A limited number of copies of the final Official Statement will be provided, at the City's expense, on a timely basis. MISCELLANEOUS All information included in this Official Statement has been provided by the City, except where attributed to other sources. The summaries of and references to all documents, statutes, reports, and other instruments referred to herein do not purport to be complete, comprehensive or definitive, and each such reference or summary is qualified in its entirety by reference to each such document, statute,report or other instrument. The information in this Official Statement has been compiled from official and other sources and, while not guaranteed by the City, is believed to be correct. To the extent that any statements made in this Official Statement and the appendices attached hereto involve matters of opinion or of estimates, whether or not expressly stated, they are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. 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 PHILIP LEVINE, Mayor JIMMY L. MORALES, City Manager 60 Page 804 of 1633 APPENDIX A General Information and Economic Data Regarding the City of Miami Beach,Florida and Miami-Dade County,Florida Page 805 of 1633 GENERAL INFORMATION REGARDING THE CITY OF MIAMI BEACH,FLORIDA AND MIAMI-DADE COUNTY, FLORIDA The following information pertaining to the City of Miami Beach, Florida(the "City") and Miami- Dade County, Florida (the "County") is set forth for purposes of providing background information only. The Series 2018 Bonds are payable only from the Net Revenues of the City's Stormwater Utility, and other amounts constituting Pledged Revenues, as defined in this Official Statement. The Series 2018 Bonds do not constitute a debt, liability or obligation or a pledge of the faith, credit or taxing power of the City, the County, the State of Florida, or any political subdivision thereof. INTRODUCTION The City The City is located on a barrier island surrounded by the Atlantic Ocean to the east and Biscayne Bay to the west. The City comprises seven (7) square miles of land area and ten (10) square miles of Biscayne Bay. The City is connected to the mainland by four (4) causeways. The climate of the City is tropical, with an average annual temperature of 75 degrees Fahrenheit, 24 degrees Celsius. The City is the home of the Art Deco Historic District, consisting of one of the greatest concentrations of Art Deco architecture in the United States. Within the Art Deco Historic District is the world famous Ocean Drive,which has been called the"Riviera"of Florida. The economy of the area is based on tourism. For Fiscal Year 2014, hotel, food and beverage sales accounted for an estimated $2.2 billion in sales within the City. The demographics of the City have drastically changed over the last thirty-five (35) years. In the 1980 Census, the average age of the City's population was 65.3 years old. That average declined to 43.7 years of age by the 2000 Census and to 40.3 years of age by the 2010 Census. After the significant changes between 1980 and 2010, the City's demographics are beginning to stabilize with a younger, more affluent population. Based on information provided by the U.S. Census Bureau for 2013 (the most recent year for which City estimates are currently available from the U.S. Census Bureau), the median age in the City was estimated to be 39.3 years of age and the median family income was estimated to be $52,576. The County The County is the largest county in the southeastern United States in terms of population and one of the largest in terms of land area. The County consists of 2,209 square miles of land area. The population of the County is clustered mainly along the coastal, eastern areas, with the western area of the County comprising a part of the Florida Everglades. The County was created on January 18, 1836 under the Territorial Act of the United States. It included the land area now forming Palm Beach and Broward Counties, together with the land area of the present Miami-Dade County. In 1909, Palm Beach County was established from the northern portion of what was then Dade County. In 1915, Palm Beach County and then Dade County contributed nearly equal portions of land to create what is now Broward County. There have been no significant boundary changes to the County since 1915. There are thirty-five (35) incorporated municipalities in the County and the County serves as a municipal government for its unincorporated areas. In addition to the City, the municipalities in the County include the cities of Miami, Hialeah and Coral Gables. A-1 Page 806 of 1633 POPULATION The U.S. Census Bureau estimated the population of the City and of the County to be 91,721 and 2,662,874, respectively, in 2014. Projections by the Nielsen Company, a leading provider of demographic and economic data, provide for the City's population to grow to 96,484 by the year 2020. Set forth below are general population statistics for the City and the County and age data relating to the City's population growth. Population, City of Miami Beach and Miami-Dade County 1980-2014 City of Miami-Dade Calendar Year Miami Beach Percent Change County Percent Change 1980 96,298 10.6% 1,625,598 28.2% 1990 92,639 (3.8) 1,937,094 19.2 2000* 87,933 (5.3) 2,260,000 16.7 2010 87,779 (0.1) 2,496,435 10.5 2013* 91,019 0.4 2,617,176 4.6 2014 91,721 0.8 2,662,874 1.7 Source: U.S. Department of Commerce, Bureau of Census. * Amounts for 2000 and 2013 for the County and for 2013 for the City are revised from estimates previously provided for such years,reflecting more recent estimates provided by the U.S. Department of Commerce,Bureau of Census. Population Breakdown City of Miami Beach, 1990-2013 Age Group 1990 2000 2010 2013* Under 18 14.2% 13.4% 12.8% 15.6% 18 and over 85.8 86.6 87.2 84.4 21 and over 83.1 84.1 84.9 82.1 65 and over 23.4 19.2 16.2 16.0 Median Age: 44.5 39.0 40.3 39.3 Source: U.S. Department of Commerce, Bureau of Census. * 2013 is the most recent year for which information is available. A-2 Page 807 of 1633 GOVERNMENT The City was incorporated as a municipal corporation on March 26, 1915. The City operates under a Commission/City Manager form of government. The City Commission consists of the Mayor and six (6) Commissioners who serve as the policy-making body of the City. Authority is vested in the City Commission to enact ordinances, hold public hearings, approve contracts, establish the City's budget and tax assessments, and authorize construction of all public improvements. The Mayor and City Commission are elected on a citywide, nonpartisan basis. Elections are held in odd numbered years,with the Mayor elected to serve two-year terms with a limit of three(3) consecutive terms. Commissioners are elected to serve four-year terms with a limit of two (2) consecutive terms. City Commission terms are staggered so that not all Commissioners are up for re-election at the same time. On a rotating basis, the City Commission selects one (1) of its members to serve as Vice Mayor for a three- month term. The Mayor, who is the presiding officer at City Commission meetings, may vote on all matters that come before the City Commission, but has no power of veto. The City Commission appoints the City Manager, the City Attorney and the City Clerk. All other department heads are appointed by the City Manager, with the consent of the City Commission. The City Manager is vested with the responsibility to ensure that policies, directives, resolutions, and ordinances adopted by the City Commission are enforced and implemented. As the City's Chief Executive Officer, the City Manager is responsible for providing executive level leadership, vision and guidance to the organization,providing recommendations to the City Commission and implementing policy directives in an efficient and effective manner. In addition, the City Manager is responsible for the daily operations of the City, preparing and administering the budget, planning the development of the City, supervising City employees, interacting with citizen groups and other units of government, and is otherwise responsible for the health, safety, and welfare of the residents of and visitors to the City. With the exception of the City Attorney's Office and the City Clerk's Office, the City Manager has the power to appoint or remove all heads of the various departments of the City. SCOPE OF SERVICES The City provides a full range of municipal services, including police and fire protection, recreational activities, parks, cultural events, sanitation services, water, sewer and storm water services, neighborhood and community services, and the construction and maintenance of streets and infrastructure. ECONOMIC AND DEMOGRAPHIC DATA Family Income The estimated median family income for the City has been consistently higher than the median family income for the County. During the last five years, the median family income for the City has ranged from being as small as 9.6%higher than the median family income for the County in 2010 to being as much as 20.7% higher in 2011. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] A-3 Page 808 of 1633 Estimated Median Family Incomes,2010- 2014* City of Miami-Dade Calendar Year Miami Beach Percent Change County Percent Change 2010 $50,758 (7.1)% $46,126 (3.3)% 2011 57,318 12.9 46,577 1.0 2012 56,457 (1.5) 47,382 1.7 2013 52,576 (6.9) 46,904 (1.0) 2014 60,710 15.5 50,187 7.0 Source: U.S. Department of Commerce, Bureau of Census. * Amounts are presented in dollars, adjusted for inflation. Per Capita Personal Income Between 2009 and 2013,the estimated per capita personal income for the County increased by 12.9 percent, from $35,329 in 2009 to $39,880 in 2013. Such increase is slightly higher than the rate of growth in the State of Florida, which experienced a per capita personal income growth rate of approximately 10.2 percent during the same period, and identical to the rate of growth in the United States, which also experienced a per capita personal income growth rate of approximately 12.9 percent during the same period. Per Capita Personal Income,2009-2014(1) Miami-Dade State of Year(2) County(3) %of U.S. Florida %of U.S. United States 2009 $35,329 89.7% $37,479 95.2% $39,376 2010 36,592 91.2 38,718 96.1 40,277 2011 38,242 90.3 40,538 95.5 42,453 2012 39,467 89.3 41,249 93.2 44,266 2013 39,880 89.1 41,309 93.0 44,438 2014 N/A N/A 42,737 92.8 46,049 Source: U.S. Department of Commerce, Bureau of Economic Analysis/Regional Economic Information System. (1) Information is provided as of the last available update, dated September 30, 2015. (2) Except as described in footnote 3 of this table for the County,amounts for 2009 through 2014 are revised from estimates previously provided by the U.S. Department of Commerce for such years. (3) Estimates for 2013 are new estimates. Amounts for 2009 through 2012 are revised from estimates previously provided for such years. Information is provided as of the last available update, dated November 20, 2014. 2013 is the most recent year for which information is available. A-4 Page 809 of 1633 EMPLOYMENT The following tables provide information relating to the City's labor force and the principal employers in the County for the fiscal year ended September 30, 2014 and comparative data for the fiscal year ended September 30, 2005. City of Miami Beach Employment 2009- 2014* Labor Force 2009 2010 2011 2012 2013 2014 Labor Force Employed 42,447 44,129 46,295 46,992 47,630 49,191 Labor Force Unemployed 4,315 4,088 3,237 3,042 2,477 2,344 Total Labor Force 46,762 48,217 49,532 50,034 50,107 51,535 Unemployment Rate 9.2% 8.5% 6.5% 6.1% 4.9% 4.5% Source: U.S. Department of Labor, Bureau of Labor Statistics. * Data provided for December of each year. Data for years 2010 to 2014 represents provisional data, which is subject to change. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] A-5 Page 810 of 1633 Miami-Dade County Ten Largest Public Employers 2014 2005 Percentage of Total County Employers Employees Rank Employment Employees Rank Miami-Dade County Public Schools 33,477 1 2.74% 54,387 1 Miami-Dade County 25,502 2 2.08 32,265 2 Federal Government 19,200 3 1.57 20,100 3 Florida State Government 17,100 4 1.40 18,900 4 Jackson Health System 9,797 5 0.80 11,700 5 City of Miami 3,997 6 0.33 3,954 8 Florida International University 3,534 7 0.29 5,000 7 Homestead Air Force Base 3,250 8 0.27 —Miami VA Medical Center 2,500 9 0.20 2,018 9 Miami-Dade College 2,390 10 0.20 7,500 6 City of Miami Beach 1,839 10 TOTAL 120,747 9.88% 157,633 Source: City of Miami Beach Comprehensive Annual Financial Report for the Fiscal Year ended September 30,2014. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] A-6 Page 811 of 1633 Miami-Dade County Ten Largest Private Employers 2014 2005 Percentage of Total County Employers Employees Rank Employment Employees Rank University of Miami 12,818 1 1.05% 9,079 2 Baptist Health South Florida 11,353 2 0.93 10,300 1 American Airlines 11,031 3 0.90 9,000 3 Carnival Cruise Lines 3,500 4 0.29 Miami Children's Hospital 3,500 5 0.29 Mount Sinai Medical Center 3,321 6 0.27 Florida Power & Light Co. 3,011 7 0.25 3,665 9 Royal Caribbean International 2,989 8 0.24 Wells Fargo Bank 2,050 9 0.17 Bank of America Merrill Lynch 2,000 10 0.16 United Parcel Service 5,000 4 Bellsouth — — 4,800 5 Winn-Dixie Stores — — — 4,616 6 Precision Response Corporation 4,196 7 Publix Super Markets 4,000 8 Burdines-Macy's — — = 3,368 10 TOTAL 55,573 4.55% 58,024 Source: City of Miami Beach Comprehensive Annual Financial Report for the Fiscal Year ended September 30,2014. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] A-7 Page 812 of 1633 BUILDING PERMITS The following is a calculation of the total value of the Building Permits issued by the City during the past ten (10) years. City of Miami Beach,Florida Value of Building Permits Issued Fiscal Years 2006-2015 Fiscal Year Ended September 30, Number of Permits* Total Value* 2006 11,999 $ 955,157,495 2007 12,644 1,178,424,679 2008 10,994 1,155,544,658 2009 10,281 577,461,927 2010 10,148 298,475,913 2011 11,088 371,534,297 2012 12,530 417,893,703 2013 13,790 497,902,181 2014 13,900 804,401,614 2015 14,396 742,450,180 Source: City of Miami Beach Building Department. * Amounts have been revised from numbers provided previously to reflect the most recent determination of actual number of permits issued and final valuations and improved calculation and reporting of such amounts from upgraded accounting software. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] A-8 Page 813 of 1633 PROPERTY TAXES The following table summarizes the direct and overlapping tax (millage) rates for the past ten (10) years. The table reflects the fact that, except during the years when millage rates needed to increase in response to the significant reduction in assessed values experienced throughout Florida and the United States during the economic downturn, millage rates in the City have generally decreased during the past ten (10) years. City of Miami Beach,Florida Direct and Overlapping Tax Rates ($1 per$1,000 of Assessed Value) Fiscal Years 2006- 2015 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 Millage Millage Millage Millage Millage Millage Total 2005 2006 7.4810 0.5920 8.0730 8.4380 7.0348 0.7355 24.2813 2006 2007 7.3740 0.2990 7.6730 8.1050 6.8083 0.7355 23.3218 2007 2008 5.6555 0.2415 5.8970 7.9480 5.6711 0.6585 20.1746 2008 2009 5.6555 0.2375 5.8930 7.7970 5.9263 0.6585 20.2748 2009 2010 5.6555 0.2568 5.9123 7.9950 6.0051 0.6585 20.5709 2010 2011 6.2155 0.2870 6.5025 8.2490 6.6565 0.6585 22.0665 2011 2012 6.1655 0.2884 6.4539 8.0050 5.7695 0.4708 20.6992 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 Source: City of Miami Beach Comprehensive Annual Financial Report for the Fiscal Year ended September 30, 2014 and Miami-Dade County Property Appraiser's Millage Tables. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] A-9 Page 814 of 1633 The following table summarizes the tax levies and collections in the City for the past ten (10) years. City of Miami Beach,Florida Property Tax Levies and Collections Fiscal Years 2005- 2014 Collected within Fiscal Year of Levy Total 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 2004 2005 $110,739,153 $ 97,731,071 88.25% $1,086,183 $ 98,817,254 89.23% 2005 2006 135,910,285 132,487,342 97.48 1,814,064 134,301,406 98.82 2006 2007 165,759,439 163,120,484 98.41 2,145,835 165,266,319 99.70 2007 2008 150,418,073 145,433,238 96.69 4,646,716 150,079,954 99.78 2008 2009 150,588,328 144,321,499 95.84 4,633,049 148,954,548 98.92 2009 2010 138,703,567 131,355,903 94.70 3,550,990 134,906,893 97.26 2010 2011 136,549,286 128,719,932 94.27 290,254 129,010,186 94.48 2011 2012 134,753,401 129,572,373 96.16 125,152 129,697,525 96.25 2012 2013 139,133,369 134,848,787 95.62 3,403,910 138,252,697 99.37 2013 2014 143,266,670 141,551,552 97.53 N/A 141,551,552 98.80 Source: City of Miami Beach Comprehensive Annual Financial Report for the Fiscal Year ended September 30, 2014 and Miami-Dade County Property Appraiser's Office. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] A-10 Page 815 of 1633 The following tables summarize the ten (10) largest taxpayers in the City, the type of property owned by such taxpayers and the assessed value of such property for the Fiscal Year ended September 30, 2014 and, for comparison, for the Fiscal Year ended September 30, 2005. City of Miami Beach Ten Largest Taxpayers Fiscal Year 2014 Percentage of Taxable City's Certified Assessed Taxable Taxpayer Type of Property Value Assessed Value Fountainbleau Florida Hotel LLC Hotel $ 327,513,062 1.33% MB Redevelopment Inc. / Loews Hotel Hotel 229,900,000 0.93 2201 Collins Fee LLC Apartments 200,811,436 0.81 Florida Power & Light Company Industrial 186,802,731 0.76 Di Lido Beach Hotel Corp. Hotel 112,860,000 0.46 2377 Collins Resort LP Hotel 110,925,385 0.45 VCP Lincoln Road LLC Retail 98,000,000 0.40 Eden Roc LLP Hotel 97,429,200 0.40 MCZ / Centrum Flamingo II LLC Apartments 95,590,000 0.39 MCZ / Centrum Flamingo III LLC Apartments 79,860,000 0.32 TOTAL $1,539,691,814 625% Source: 2013 Miami-Dade County, Florida Ad Valorem Assessment Roll for the City of Miami Beach and City of Miami Beach, Florida Comprehensive Annual Financial Report for the Fiscal Year Ended September 30, 2014. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] A-11 Page 816 of 1633 City of Miami Beach Ten Largest Taxpayers Fiscal Year 2005 Percentage of Taxable City's Certified Assessed Taxable Taxpayer Type of Property Value Assessed Value Loews Miami Beach Hotel Hotel $143,400,000 1.02% Morton Towers Apartments 110,675,000 0.79 Fountainbleau Hotel Hotel 104,449,118 0.74 Sandy Lane Residential LLC Hotel 72,230,700 0.51 Di Lido Beach Hotel Corp. Hotel 61,900,000 0.44 Eden Roc Acquisition LP Hotel 49,500,000 0.35 Shore Club Hotel 48,500,000 0.35 Morton Towers Expansion Apartments 48,325,000 0.34 South Gate Apartments Apartments 48,000,000 0.34 2201 Collins Fee LLC Apartments 44,583,667 0.32 TOTAL $731,563,485 5.20% Source: 2004 Miami-Dade County, Florida Ad Valorem Assessment Roll for the City of Miami Beach and City of Miami Beach, Florida Comprehensive Annual Financial Report for the Fiscal Year Ended September 30, 2014. LOCAL ECONOMY Tourism is the largest sector of the City's economy,with over$4.0 billion in direct tourist spending on hotel, food and beverage, and constitutes a large portion of the City's multi-billion dollar retail marketplace. In Fiscal Year 2014, the City's hotels hosted approximately 7 million overnight visitors, and approximately 11 million tourists visited South Beach and the Art Deco Historic District. Results reported thus far for Fiscal Year 2015 evidence a continued upward trend. Hotel room sales in the City for Fiscal Year 2014 increased by 7% from Fiscal Year 2013, following a 9% increase a year earlier, demonstrating the continued strength of the City's lodging market and its major role in the robust tourist economy of South Florida. The City's hotel room occupancy rates remained stable in Fiscal Year 2014 at 77%, as was the case in Fiscal Year 2013, reflecting continued absorption of an inventory of hotel rooms that has increased significantly in recent years, from 13,506 rooms at the beginning of 2008 to 17,751 in 2014. This additional inventory has provided the City with additional hotel room resources and product that is expected to continue to attract future visitors to and investment in the City. Evidence of the strength of the local economy is the fact that, with the exception of a de minimis 1% decline in the first quarter of 2008, hotel room demand has increased every quarter from the third quarter of 2007 through the fourth quarter of 2014. A-12 Page 817 of 1633 The City is also a regional destination, with approximately 7 to 9 million day trips annually by residents of the surrounding area, making it one of the most popular destinations in Florida. However, in recent years, the City has diversified beyond its traditional tourism based economy to become a leading multi-industry business center,with entertainment,health care, culture, and professional services industries. The City serves as host for several major television shows, including Burn Notice (USA), Magic City (Starz)and Ballers (HBO), and has been the host for several recent feature productions, including Iron Man 3, Step Up Revolution, Pain & Gain and Ride Along 2. In addition, the City hosted the inaugural eMerge Americas Conference,showcasing the best and brightest technology innovators and entrepreneurs, including Rokk3rlabs, a tech hub that is based in the City. In December 2014, the world's most prestigious art fair, Art Basel, based in Switzerland, celebrated the thirteenth anniversary of its Miami Beach exhibition. Over 250 of the world's leading art galleries participate in Art Basel Miami Beach and an estimated 73,000 international visitors attended the 2014 event. Art Basel Miami Beach has increased in attendance and sales every year since inception. Although there are factors beyond the City's control that have impacted the production of entertainment projects, the entertainment industry continues as an important part of the City's economy. The City remains a key location for the production of movies, fashion campaigns and television series. Many international talent and model agencies have established and continue operations in the City and the City continues to grow as an international destination for major events. In addition to Art Basel Miami Beach, Design Miami, the South Beach Food and Wine Festival, the Miami International Auto Show, the South Beach Comedy Festival,the Miami Beach International Boat Show and the Winter Music Conference continue to provide a strong base for the special events, meeting and trade show segment of the City's economy. Retail tenants continue to open locations and expand in the City, joining established operations, such as Armani Exchange, Kenneth Cole, Urban Outfitters, Diesel, Nicole Miller, Forever 21, H&M and Gap, which recently opened its new two story location in the City. New retailers that joined the Miami Beach market in 2014 included Athleta & Intermix, with Lululemon, Zadiq and Voltaire, Tumi and Kiko Milano joining in 2015. As of September 30 2014, Class A office space in prime locations continues to generate interest, with a vacancy rate at the low level of approximately 9.9%. Such office space is anchored by corporate tenants, such as LNR Property Corporation, Terranova, and Benetton. The City also remains a leader in the real estate industry, as the median price of homes and condominiums continued to stabilize through 2014. Development in the City continues to grow, specifically in North Beach, an area historically overlooked for significant projects by developers. Growth management initiatives in the late 1990's resulted in more limited supply, somewhat reducing the exposure of excess new residential inventory that was experienced in some other cities. Since the end of 2008, as recessionary pressures eased on the economy, the City has experienced quarterly increases of units sold, and a decline in the number of condominium units for sale, from over 4,000 in early 2008, to 1,470 in December 2013. In 2014 however, due to rising prices and a strengthening dollar, the sales velocity of the market has eased, with the condo listing inventory increasing to 3,409 in 2014 from record lows in 2013. MIAMI BEACH VISITOR AND CONVENTION ACTIVITY Miami-Dade County and the Miami Beach Convention Center host a large number of conventions and the City welcomes a large number of overnight visitors each year. Set forth below is information relating to Convention Center attendance and overnight visitor activity. A-13 Page 818 of 1633 City of Miami Beach,Florida Convention Center Attendance and Overnight Visitors Fiscal Years 2005-2014 Convention Center Overnight Total Overnight Fiscal Year Attendance Visitors Visitor Spending 2005 N/A 5,300,000 $ 7,200,000,000 2006 649,671 5,143,740 7,889,608,756 2007 707,133 4,894,053 7,344,719,992 2008 889,695 4,863,569 7,468,633,814 2009 632,700 5,383,091 7,524,151,558 2010 708,875 5,558,408 8,104,378,579 2011 661,625 5,539,010 8,088,739,484 2012 661,327 5,841,612 9,201,340,602 2013 589,663 5,697,053 10,614,159,967 2014 737,954 6,961,200 10,500,000,000 Source: City of Miami Beach Finance Department. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] A-14 Page 819 of 1633 Tourism and Visitor Activity Domestic and International Overnight Visitors Miami-Dade County Fiscal Years 2010-2014 (in 000) Fiscal Year Ended September 30, Origin 2010 2011 2012 2013 2014 Domestic Regions Northeast 3,196.0 3,362.1 3,423.2 3,401.4 3,520.1 Southern 1,568.5 1,700.1 1,750.6 1,781.0 1,833.1 Midwest 1,220.6 1,291.2 1,300.9 1,263.6 1,270.8 Western 558.9 595.1 600.2 641.2 679.2 Total Domestic Visitors 6,948.5 6,948.5 7,074.9 7,087.2 7,303.2 International Regions South America 2,836.8 3,182.9 3,435.6 3,737.1 3,659.0 Caribbean 688.5 702.8 718.8 719.2 755.0 Central America 525.1 537.6 550.1 561.5 595.3 Europe 1,306.5 1,324.7 1,364.4 1,332.4 1,430.2 Canada 587.4 627.9 640.5 660.6 689.7 Other International Regions 115.8 119.8 120.3 120.9 130.7 Total International Visitors 6,060.1 6,495.7 6,833.7 7,131.7 7,260.0 Total Overnight Visitors 12,604.1 13,444.2 13,908.6 14,218.9 14,563.2 Expenditures* Domestic Overnight Visitors $ 6,484.7 $ 7,088.7 $ 7,482.3 $ 7,839.9 $ 8,206.3 International Overnight Visitors 12,428.6 14,528.6 15,183.0 15,954.1 16,528.2 Total Expenditures $18,913.3 $21,617.3 $22,665.3 $23,794.0 $24,734.5 Source: Greater Miami Convention and Visitors Bureau. * Average Daily Expenditures. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] A-15 Page 820 of 1633 Overnight Visitors by Region Fiscal Years 2010-2014* Fiscal Year Ended September 30, Region 2010 2011 2012 2013 2014 Miami Beach 44.1% 41.2% 42.0% 43.2% 47.8% Downtown Miami 18.7 21.7 17.6 18.1 19.2 Airport Area 13.8 13.0 17.2 16.5 12.8 North Miami-Dade/Sunny Isle 9.5 9.8 10.0 10.8 8.8 South Miami-Dade 5.8 5.8 5.0 4.7 3.9 Coral Gables 5.4 5.7 4.9 4.2 3.9 Key Biscayne 2.5 2.4 2.7 1.3 1.5 Coconut Grove 1.3 0.8 0.9 0.5 1.5 Doral N/A 0.7 0.7 0.9 3.3 Total 100% 100% 100% 100% 100% Source: Greater Miami Convention and Visitors Bureau. * Numbers may not add, due to rounding. TRANSPORTATION Surface Transportation The County has a comprehensive transportation network designed to meet the needs of residents, travelers and area businesses. The County's internal transportation system includes (i) Metrorail, a 24.8 mile above-ground, electric rail system connecting South Miami-Dade and the City of Hialeah with the downtown Miami and civic center areas; (ii) Metromover, a fully automated, 4.4 mile above-ground, electric rail, double-loop people mover system that carries passengers around downtown Miami's central business center, south to the Brickell Avenue business and international banking centers and north to the Andrienne Arsht Performing Arts Center and Omni shopping center areas; and (iii) the County's Metrobus system, which operates over approximately 29.3 million revenue miles per year and provides over 76.8 million passenger trips annually. The County also provides para-transit services to qualified elderly and handicapped riders. The County's para-transit services supply over 1.68 million passenger trips annually. In addition, cargo rail service is available from both Miami International Airport and the Port of Miami, and Amtrak has a passenger station in the City of Miami. Tri-Rail, a 72-mile train system, links the City of West Palm Beach, the City of Boca Raton, the City of Fort Lauderdale, the City of Hollywood and Miami International Airport. Miami International Airport Miami International Airport is one of the busiest airports in the world for both passenger and cargo traffic. It ranks twelfth (12`h) in the nation and twenty-fifth (25th) in the world in passenger traffic and has the second highest international passenger traffic in the United States. The airport ranks third (3`d) in the A-16 Page 821 of 1633 nation and eleventh (11th) in the world in tonnage of domestic and international cargo movement. During Fiscal Year 2014 Miami International Airport handled 40,844,964 passengers and 2,187,943 tons of air freight. More than 88 airlines serve Miami International Airport, flying passengers to more than 150 destinations around the globe. Port of Miami The Port of Miami, known as the "cruise capital of the world," is an island port that encompasses 649 acres of land. It is the world's largest multi-day cruise port and is operated by the Seaport Department of Miami-Dade County. Embarkations and debarkations on cruise ships totaled over 4.7 million passengers at the Port of Miami during Fiscal Year 2014. The Port of Miami is currently home to twenty-eight (28) cruise ships that operate throughout the year. Such ships, owned by eight (8) separate cruise ship companies, include some of the largest cruise ships in the world. The Port of Miami is also a hub for Caribbean and Latin American commerce. These countries accounted for over one-half of the 7.6 million tons of cargo transferred through the Port of Miami during Fiscal Year 2014. The Port of Miami has also expanded its relationships in the global community. As a result, trade with the Far East, Asia and the Pacific coast accounted for almost 39% of the total cargo handled at the Port of Miami during Fiscal Year 2014. In August 2014, access to the Port of Miami was increased by the opening of the PortMiami Tunnel. The PortMiami Tunnel consists of two (2) parallel tunnels (one in each direction) that travel underneath Biscayne Bay connecting MacArthur Causeway on Watson Island with the Port of Miami on Dodge Island. The PortMiami Tunnel provides direct access from highways I-95 and 1-395, creating a highly desired additional entrance to the Port of Miami and a major improvement in traffic flow in downtown Miami. The PortMiami Tunnel is expected to be a significant catalyst for future development at the Port of Miami and in the downtown Miami area. RECREATION There are numerous parks and playgrounds in the City. Each park provides different amenities, from tennis and bocce courts to swimming pools and tot lots, to Vita courses and barbecue pits. There are four (4) Vita courses, two (2) public swimming pools, and numerous tennis courts, including the Holtz Tennis Stadium, which hosts championship, professional and amateur tournaments. Offshore,the Gulf Stream provides a variety of game fish,while the Miami Beach Marina provides an abundance of space to house boats as well as direct access to the Atlantic Ocean and the Gulf Stream. The Marina is a private development on City owned, bay front land in the South Pointe area of the City. Renovation has increased the number of boat slips to 388, making the Marina a first class facility and the largest marina in the area. In the north part of the City, the public can enjoy a leisurely sail in the quiet waters of Biscayne Bay from the Miami Beach Sailport. The facility, though open to all ages, was specially designed to teach young adults the basic art of sailing on small prams. The City owns two (2) championship golf courses that are open to the public. The two (2) championship courses, Miami Beach Golf Course and Normandy, offer a clubhouse complete with a restaurant, lounge and pro shop. A-17 Page 822 of 1633 APPENDIX B City of Miami Beach,Florida Engineer's Report for the Stormwater Revenue and Revenue Refunding Bonds, Series 2018 Page 823 of 1633 APPENDIX C City of Miami Beach,Florida Financial Feasibility Report for the Issuance of Stormwater Revenue and Revenue Refunding Bonds, Series 2018 Page 824 of 1633 APPENDIX D Excerpts from the Comprehensive Annual Financial Report of the City of Miami Beach,Florida for the Fiscal Year Ended September 30,2016 Page 825 of 1633 APPENDIX E The Resolution Page 826 of 1633 APPENDIX F Proposed Form of Opinion of Bond Counsel Page 827 of 1633 APPENDIX G Proposed Form of Opinion of Disclosure Counsel Page 828 of 1633 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 STORMWATER REVENUE AND REVENUE REFUNDING BONDS SERIES 2018 Ladies and Gentlemen: We have served as Disclosure Counsel in connection with the issuance by the City of Miami Beach, Florida(the"City") of its $ in aggregate principal amount of Stonnwater Revenue and Revenue Refunding Bonds, Series 2018 (the "Series 2018 Bonds"). The Series 2018 Bonds are being issued with the terms, for the purposes and subject to the conditions set forth in Resolution No. 2000-24127 adopted by the Mayor and City Commission of the City(collectively, the "City Commission") on October 18, 2000 (the "Bond Resolution"), and Resolution No. 2017- adopted by the City Commission on October , 2017 (the "Series 2018 Resolution" and, collectively with the Bond Resolution, the "Resolution"), as described in the Official Statement dated , 2018 relating to the Series 2018 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 2018 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 2018 Bonds are lawful and valid under the laws of the State of Florida, or that the Series 2018 Bonds are valid and binding obligations of the City enforceable in accordance with their terms, or that interest on the Series 2018 Bonds is excluded from the gross income of the owners thereof for federal income tax purposes, we understand that you are relying upon the opinions delivered on the date hereof of Squire Patton Boggs (US) LLP and no opinion is expressed herein as to such matters. The scope of our engagement with respect to the issuance of the Series 2018 Bonds was not to establish factual matters and, because of the wholly or partially non-legal character of many of the determinations involved in the preparation of the Official Statement, we are not passing on and do not assume any responsibility for, except as set forth in the following paragraph, the accuracy or completeness of the contents of the Official Statement (including, without limitation, its appendices) and we make no representation that we have independently verified the accuracy, completeness or fairness of such contents. As your counsel, we have participated in the preparation of the Official Statement and in discussions and conferences with officials of the City, Bond Counsel for the City, the Consulting Engineer and Feasibility Consultant for the City in connection with the issuance of the Series 2018 Bonds, the Financial Advisor for the City, the Underwriters for the issuance of the Series 2018 Bonds and Bryant Miller Olive P.A., Counsel to the Underwriters, in which the contents of the Official Statement and related matters were discussed. Solely on the basis of our participation in the preparation of the Official Statement,our examination of certificates, documents, instruments and records relating to the City and the issuance of the Series 2018 G-1 Page 829 of 1633 City Commission of the City of Miami Beach, Florida Date of Delivery Page 2 Bonds and the above-mentioned discussions, nothing has come to our attention which would lead us to believe that the Official Statement (except for the financial, statistical and demographic data and information in the Official Statement, including, without limitation, the appendices thereto, and the information relating to DTC, its operations and the book-entry only system, 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. We are also of the opinion that the continuing disclosure undertaking set forth in the Resolution and in the Disclosure Dissemination Agent Agreement of the City, dated as of the date of and delivered at the closing for the Series 2018 Bonds, satisfies the requirements set forth in Rule 15c2-12(b)(5) of the United States Securities and Exchange Commission, as such requirements apply to the issuance of the Series 2018 Bonds. 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 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. G-2 Page 830 of 1633 APPENDIX H Form of Disclosure Dissemination Agent Agreement Page 831 of 1633 CITY OF MIAMI BEACH, FLORIDA and U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent ESCROW DEPOSIT AGREEMENT Relating to STORMWATER REVENUE BONDS, SERIES 20114, and STORMWATER REVENUE REFUNDING BONDS, SERIES 201113 DATED AS OF ,2018 --- - - -—---------- ------ --------------------- ----- Page 832 of 1633 010-8510-2487/3/AMERICAS ESCROW DEPOSIT AGREEMENT ESCROW DEPOSIT AGREEMENT (the "Agreement") made and entered into as of , 2018, by and between the CITY OF MIAMI BEACH, FLORIDA (the "City") and U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent (the "Escrow Agent"). WITNESSETH: WHEREAS, the City has heretofore issued its $52,130,000 aggregate principal amount City of Miami Beach, Florida Stormwater Revenue Bonds, Series 2011A, dated December 7, 2011, presently outstanding in the principal amount of $49,055,000, and its $26,575,000 aggregate principal amount City of Miami Beach, Florida Stormwater Revenue Refunding Bonds, Series 2011B, dated December 7, 2011, presently outstanding in the principal amount of $25,855,000 (collectively, the "Outstanding Series 2011 Bonds"), pursuant to the provisions of Resolution No. 2000-24127, adopted by the Mayor and City Commission of the City (the "Commission") on October 18, 2000 (the "Bond Resolution"), and Resolution No. 2011-27782 adopted by the Commission on October 19, 2011; and WHEREAS, the City desires to refund, defease and redeem a portion of the Outstanding Series 2011 Bonds as more particularly described in Schedule A attached hereto and made a part hereof(hereinafter referred to as the "Refunded Bonds"): and WHEREAS, the City has issued its $ aggregate principal amount City of Miami Beach, Florida Stormwater Revenue and Revenue Refunding Bonds, Series 2018 (the "Bonds"), pursuant to the provisions of the Bond Resolution and Resolution No. 2017- adopted by the Commission on , 2017, a portion of the proceeds of which Bonds is to be deposited with the Escrow Agent to provide, with investment earnings thereon and certain other available moneys, for the defeasance and redemption of the Refunded Bonds; and WHEREAS, a portion of the proceeds derived from the sale of the Bonds, together with the other available moneys, will be applied to the purchase of Government Obligations (as such term is hereinafter defined), which will mature and produce investment income and earnings at such time and in such amount as will he sufficient, together with certain moneys remaining uninvested, to pay when due, until and including their redemption date, the principal of and interest on the Refunded Bonds as more specifically set forth herein; and WHEREAS, in order to provide for the proper and timely application of the moneys deposited hereunder, the maturing principal amount of the Government Obligations purchased therewith, and investment income and earnings derived therefrom to the payment of the Refunded Bonds, it is necessary for the City to enter into this Agreement with the Escrow Agent; NOW, THEREFORE, the City.and the Escrow Agent, in consideration of the foregoing and the mutual covenants herein set forth and in order to secure the payment of the principal of and interest on all of the Refunded Bonds according to their tenor and effect, do hereby agree as follows: Page 833 of 1633 010-8510-2487/3/AMERICAS ARTICLE I CREATION ANI) CONVEYANCE OF TRUST ESTATE Section 1.01. Creation and Conveyance of Trust Estate. The City hereby grants, warrants, remises, releases, conveys, assigns, transfers, aliens, pledges, sets over and confirms unto the Escrow Agent and to its successors in the trust hereby created, and to it and its assigns forever, all and singular the property hereinafter described, to wit: DIVISION I All right, title and interest in and to (i) S in moneys deposited directly with the Escrow Agent and derived from the proceeds of the Bonds upon issuance and delivery of the Bonds and execution of and delivery of this Agreement, and (ii) $ in moneys derived from the Bond Service Subaccount and $ in moneys derived from the Reserve Account, each created under the Bond Resolution (such moneys described in (ii), the "Other Moneys"). DIVISION II All right, title and interest in and to the Government Obligations described in Schedule 13 attached hereto and made a part hereof, together with the income and earnings thereon. DIVISION III Any and all other property of every kind and nature from time to time hereafter, by delivery or by writing of any kind, conveyed, pledged, assigned or transferred as and for additional security hereunder by the City, or by anyone on behalf of the City to the Escrow Agent for the benefit of the Refunded Bonds. DIVISION IV All property which is by the express provisions of this Agreement required to be subject to the pledge hereof and any additional property that may, from time to time hereafter, by delivery or by writing of any kind, by the City, or by anyone in its behalf, be subject to the pledge hereof. TO HAVE AND TO HOLD, all and singular, the Trust Estate (as such term is hereinafter defined), including all additional property which by the terms hereof has or may become subject to the encumbrances of this Agreement, unto the Escrow Agent, and its successors and assigns, forever in trust, however, for the sole benefit and security of the holders from time to time of the Refunded Bonds, but if the principal of and interest on all of the Refunded Bonds shall be fully and promptly paid when due, in accordance with the terms thereof and of this Agreement, then this Agreement shall be and become void and of no further force and effect except as otherwise provided herein; otherwise the same shall remain in full force and effect, and upon the trusts and subject to the covenants and conditions hereinafter set forth. 2 Page 834 of 1633 010-8510-'2487/3/AMERICAS ARTICLE II DEFINITIONS Section 2.01 . Definitions. In addition to words and terms elsewhere defined in this Agreement, the following words and terms as used in this Agreement shall have the following meanings, unless some other meaning is plainly intended. "Government Obligations" shall mean direct general non-callable obligations of the United States of America. "Trust Estate", "trust estate" or "pledged property" shall mean the property, rights and interests described or referred to under Divisions I, ii. Ill and IV in Article I above. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Words importing the singular number shall include the plural number and vice versa unless the context shall otherwise indicate. The word "person" shall include corporations, associations, natural persons and public bodies unless the context shall otherwise indicate. Reference to a person other than a natural person shall include its successors. ARTICLE HI ESTABLISHMENT OF ESCROW DEPOSIT TRUST FUND; FLOW OF FUNDS Section 3.01. Creation of Escrow Deposit Trust Fund and Deposit of Moneys. There is hereby created and established with the Escrow Agent a special and irrevocable trust fund designated "City of Miami Beach, Florida Stormwater Revenue Bonds, Series 2011A, and Stormwater Revenue Refunding Bonds, Series 2011B Escrow Deposit Trust Fund" (the "Escrow Deposit Trust Fund"), to be held by the Escrow Agent for the sole benefit of the holders of the Refunded Bonds and accounted for separate and apart from the other funds of the City and, to the extent required by law, of the Escrow Agent. Concurrently with the delivery of this Agreement, the City herewith causes to be deposited with the Escrow Agent and the Escrow Agent acknowledges receipt of immediately available moneys for deposit in the Escrow Deposit Trust Fund in the amount of , consisting of $ from the proceeds of the Bonds and in Other Moneys, all of which, when invested in Government Obligations (other than $ from the Other Moneys to be held uninvested), will provide moneys sufficient to pay the principal of and interest on the Refunded Bonds when due, until and including their redemption date, as more particularly described in Schedule C attached hereto and made a part hereof. Section 3.02. Payment of Refunded Bonds. The Bond proceeds and Other Moneys received by the Escrow Agent will be sufficient to purchase $ par amount of Government Obligations, all as listed in Schedule B attached hereto and made a part hereof, which will mature in principal amounts and earn income at such times so that sufficient moneys will be available to pay when due, until and including their redemption date, all principal of and a Page 835 of 1633 010-8510-2487/3/AMERICAS interest on the Refunded Bonds, Notwithstanding the foregoing, if the amounts deposited in the Escrow Deposit Trust Fund are insufficient to make said payments of principal and interest, the City shall cause to be deposited into the Escrow Deposit Trust Fund the amount of any deficiency immediately upon notice from the Escrow Agent. Section 3.03, Irrevocable Trust Created. The deposit of moneys and Government Obligations or other property hereunder in the Escrow Deposit Trust Fund shall constitute an irrevocable deposit of said moneys and Government Obligations and other property hereunder for the sole benefit of the holders of the Refunded Bonds, subject to the provisions of this Agreement. The holders of the Refunded Bonds, subject to the provisions of this Agreement, shall have an express lien on all moneys and principal of and earnings on the Government Obligations and other property in the Escrow Deposit Trust Fund. -the moneys deposited in the Escrow Deposit Trust Fund and the matured principal of the Government Obligations and other property hereunder and the interest thereon shall be held in trust by the Escrow Agent, and shall be applied for the payment of Refunded Bonds, as more specifically set forth in Schedule C hereto. Section 3.04. Purchase of Government Obligations. The Escrow Agent is hereby directed immediately to purchase the Government Obligations listed in Schedule B from the proceeds of the Bonds and the Other Moneys as described in Sections 3.01 and 3.02 hereof. The Escrow Agent shall purchase the Government Obligations solely from the moneys deposited in the Escrow Deposit Trust Fund as provided in this Agreement, The Escrow Agent shall apply the moneys deposited in the Escrow Deposit 'frust Fund and the Government Obligations purchased therewith, together with all income or earnings thereon, in accordance with the provisions hereof. The Escrow Agent shall have no power or duty to invest any moneys held hereunder or to make substitutions of the Government Obligations held hereunder or to sell, transfer or otherwise dispose of the Government Obligations held hereunder except as provided in this Agreement. The Escrow Agent is hereby directed not to invest $ from the Other Moneys deposited in the Escrow Deposit Trust Fund simultaneously with the delivery of this Agreement. The City covenants to take no action in the investment, reinvestment or security of the Escrow Deposit Trust Fund in violation of this Agreement and recognizes that any such action in contravention of this Agreement might cause the Refunded Bonds or the Bonds to be classified as "arbitrage bonds" under the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the "Code"). Section 3.05. Substitution of Certain Government Obligations. (a) If so directed in writing by the City on the date of delivery of this Agreement, the Escrow Agent shall accept in substitution for all or a portion of the Government Obligations listed in Schedule B, Government Obligations (the "Substituted Securities"), the principal of and interest on which, together with any Government Obligations listed in Schedule B for which no substitution is made and moneys held uninvested by the Escrow Agent, will be sufficient to pay all principal of and interest of the Refunded Bonds as set forth in Schedule C hereof. The foregoing notwithstanding, the substitution of Substituted Securities for any of the Government 4 Page 836 of 1633 010-8510-2487/3/AMERICAS Obligations listed in Schedule B may be effected only upon compliance with Section 3.05(b)(1) and (2) below. (b) If so directed in writing by the City at any time during the term of this Agreement, the Escrow Agent shall sell, transfer, exchange or otherwise dispose of, or request the redemption of, all or a portion of the Government Obligations then held in the Escrow Deposit Trust Fund and shall substitute for such Government Obligations other Government Obligations, designated by the City, and acquired by the Escrow Agent with the proceeds derived from the sale, transfer, disposition or redemption of or by the exchange of such Government Obligations held in the Escrow Deposit Trust Fund, but only upon the receipt by the Escrow Agent of: (1) an opinion of nationally recognized counsel in the field of law relating to municipal bonds stating that such substitution kVill not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Refunded Bonds and the Bonds and is not inconsistent with the statutes and regulations applicable to the Refunded Bonds and the Bonds; and (2) verification by a firm of independent certified public accountants stating that the principal of and interest on the substituted Government Obligations, together with any Government Obligations and any uninvested moneys remaining in the Escrow Deposit Trust Fund, will be sufficient, without reinvestment, to pay the principal of and interest on the Refunded Bonds as set- forth in Schedule C hereof. Any moneys resulting from the sale, transfer, disposition or redemption of the Government Obligations held hereunder and the substitution theretbr of other Government Obligations not required to he applied for the payment of such principal of and interest on the Refunded Bonds (as shown in the verification report described in Section 3.05(b)(2) hereof delivered in connection with such substitution), shall be transferred to the City for deposit in the Enterprise Fund described in the Bond Resolution. Upon any such substitution of Government Obligations pursuant to Section 3.05, Schedule B hereto shall be appropriately amended to reflect such substitution. The Escrow Agent shall be under no duty to inquire whether the Government Obligations as deposited in the Escrow Deposit Trust Fund are properly invested under the Code. The Escrow Agent may rely on all specific directions in this Agreement providing for the investment or reinvestment of the Escrow Deposit Trust Fund. Section 3.06. Transfers from Escrow Deposit Trust Fund. As the principal of the Government Obligations set forth in Schedule B shall mature and be paid, and the investment income and earnings thereon are paid, the Escrow Agent, in its capacity of Bond Registrar (as defined in the Bond Resolution) with respect to the Refunded Bonds (the "Refunded Bonds Bond Registrar"), no later than the payment date for the Refunded Bonds, as specified in Schedule C hereof, shall pay from such moneys the principal of and interest on the Refunded Bonds, as specified in Schedule C hereof. The City hereby irrevocably determines, and irrevocably instructs the Refunded Bonds Bond Registrar, to call the Refunded Bonds for redemption on September 1, 2021 at a redemption price of 100% of the principal amount thereof plus accrued interest to the redemption date in accordance with the Bond Resolution. The City shall perform, and shall cause the Refunded Bonds Bond Registrar to perform, as applicable, the 5 Page 837 of 1633 010-8510-2487/3/AMERICAS responsibilities, described in the Bond Resolution, in connection with the redemption of the Refunded Bonds, including the giving of notice of redemption as required therein. The Refunded Bonds Bond Registrar shall tile, on behalf of the City, a copy of such notice of redemption with the Municipal Securities Rulemaking Board (the "MSRB") within 10 days of the giving of notice of redemption as provided in the Bond Resolution. Section 3.07. Investment of Certain Moneys Remaining in Escrow Deposit Trust Fund. Subject to the provisions of Section 3.04, the Escrow Agent shall invest and reinvest, at the written direction of the City, in Government Obligations any moneys remaining from time to time in the Escrow Deposit 'Frost Fund until such time as they are needed. Such moneys shall he reinvested in such Government Obligations for such periods and at such interest rates as the Escrow Agent shall be directed to invest by the City, which periods and interest rates shall be set forth in an opinion from nationally recognized counsel in the field of law relating to municipal bonds to the City and to the Escrow Agent, which opinion shall also be to the effect that such reinvestment of such moneys in such Government Obligations for such period and at such interest rates will not, under the statutes and regulations applicable to the Refunded Bonds and the Bonds, cause the interest on the Refunded Bonds or the Bonds to he included in gross income for li.ederal income tax purposes and that such investment is not inconsistent with the statutes and regulations applicable to the Refunded Bonds and the Bonds. Concurrently with the delivery of such opinion, there shall be delivered to the City and to the Escrow Agent a verification by a firm of independent certified public accountants to the effect set forth in Section 3.05(b)(2) with respect to the reinvestment of such moneys in such Government Obligations. Any interest income resulting from reinvestment of moneys pursuant to this Section 3.07 not required to be applied for the payment of the principal of and interest on the Refunded Bonds shall be transferred to the City for deposit in the Enterprise Fund. Section 3.08. Escrow De•osit Trust Fund Constitutes Trust Fund. The Escrow Deposit Trust Fund created and established pursuant to this Agreement shall be and constitute a trust fund for the purposes provided in this Agreement and shall be kept separate and distinct from all other funds of the City and, to the extent required by law, of the Escrow Agent and used only for the purposes and in the manner provided in this Agreement. Section 3.09. Transfer of Funds After All Payments Required by this Agreement are Made. After all of the transfers by the Escrow Agent to the payment of the principal of and interest on the Refunded Bonds provided in Schedule C have been made, all remaining moneys and securities, together with any income and interest thereon, in the Escrow Deposit Trust Fund shall be transferred to the City for deposit in the Enterprise Fund; provided, however, that no such transfers (except transfers made in accordance with Sections 3.05 and 3.07 hereof) shall be made until all of the principal of and interest on the Refunded Bonds have been paid. ARTICLE IV CONCERNING THE ESCROW AGENT Section 4.01. Liability of Escrow Agent. The Escrow Agent shall not be liable in connection with the performance of its duties hereunder except for its own negligence, misconduct or default. The Escrow Agent shall not be liable for any loss resulting from any investments made pursuant to the terms of this Agreement. The Escrow Agent shall not he liable 6 Page 838 of 1633 010-8510-2487/3/AMERICAS for the accuracy of the calculations as to the sufficiency of moneys and of the principal amount of the Government Obligations and the earnings thereon to pay the Refunded Bonds. So long as the Escrow Agent applies any moneys, Government Obligations and interest earnings therefrom to pay the Refunded Bonds as provided herein, and complies fully with the terms of this Agreement, the Escrow Agent shall not be liable for any deficiencies in the amounts necessary to pay the Refunded Bonds caused by such calculations. The duties and obligations of the Escrow Agent shall he determined by the express provisions of this Agreement. The Escrow Agent may consult with counsel with respect to any matter relevant to this Agreement, who may or may not be counsel to the City, and be entitled to receive from the City reimbursement of the reasonable fees and expenses of such counsel, and in reliance upon the opinion of such counsel have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter he proved or established prior to taking, suffering or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the City and the Escrow Agent may in good faith conclusively rely upon such certificate. The Escrow Agent shall have no lien, security interest or right of set-off whatsoever upon any of the moneys or investments in the Escrow Deposit Trust Fund for the payment of lees or expenses for the services rendered by the Escrow Agent under this Agreement. Section 4.02. Permitted Acts. The Escrow Agent and its affiliates may become the owner of all or may deal in the Refunded Bonds as fully and with the same rights as if it were not the Escrow Agent. Section 4.03, Payment to Escrow Agent. The City shall pay to the Escrow Agent reasonable compensation for all services rendered by it hereunder and also its reasonable expenses, charges and other disbursements and those of its attorneys, agents and employees incurred in and about the administration and execution of the trusts hereby created, and the performance of its powers and duties hereunder, including, without limitation, all advances, counsel fees and other expenses reasonably made or incurred by the Escrow Agent in connection with such services, all as provided in Schedule D hereto. ARTICLE V MISCELLANEOUS Section 5.01. Amendments to this Agreement. This Agreement is made for the benefit of the holders from time to time of the Refunded Bonds and shall not be repealed, revoked, altered or amended without the written consent of all such holders of the Refunded Bonds, the Escrow Agent and the City; provided, however, that the City and the Escrow Agent may, without the consent of, or notice to, such holders, enter into such agreements supplemental to this Agreement which shall not adversely affect the rights of such holders and shall not be inconsistent with the terms and provisions of this Agreement for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Agreement; or 7 Page 839 of 1633 010-8510-2487/3/AMERICAS (b) to grant to or confer upon the Escrow Anent for the benefit of the holders of the Refunded Bonds any additional rights, remedies, powers or authority that may lawfully he granted to or conferred upon the Escrow Agent. The Escrow Agent shall be entitled to rely upon an unqualified opinion of a nationally recognized counsel in the field of law relating to municipal bonds with respect to compliance with this Section. Prior to any repeal, revocation, alteration or amendment of this Agreement, the City shall provide written notice of such proposed repeal, revocation, alteration or amendment to S&P Global Ratings, Moody's Investors Service, Inc. and Fitch Ratings at their addresses set forth below: S&P Global Ratings 55 Water Street New York, New York 10041 Attn: Municipal Ratings Desk/Refunded Bonds Moody's Investors Service. Inc, 7 World Trade Center 250 Greenwich Street, 23rd Floor New York, New York 10007 Fitch Ratings 33 Whitehall Street New York, New York 10004 Section 5.02. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the City or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. Section 5.03. Agreement Binding. All the covenants, proposals and agreements in this Agreement contained by or on behalf of the City or by or on behalf of the Escrow Agent shall hind and inure to the benefit of their respective successors and assigns, whether so expressed or not. Section 5.04. Notices to Escrow Agent and City. Any notice, demand, direction, request or other instrument authorized or required by this Agreement to be given to or filed with the Escrow Agent or the City, shall be deemed to have been sufficiently given or filed for all purposes of this Agreement if personally delivered and receipted for, or if sent by registered or certified United States mail, return receipt requested, addressed as follows: 8 Page 840 of 1633 010-8510-2487/3/AMERICAS (a) As to the City - City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: Chief Financial Officer (b) As to the Escrow Agent - U.S. Bank National Association 225 Water Street Suite 700 Jacksonville, Florida 32202 Attention: Corporate Trust Services Any party hereto may, by notice sent to the other parties hereto, designate a different or additional address to which notices under this Agreement are to be sent. Section 5.05. Termination. This Agreement shall terminate when all transfers and payments required to be made by the Escrow Agent under the provisions hereof shall have been made. Section 5.06. Execution by Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. Section 5.07. Notice of Defeasance, Upon deposit of the moneys with the Escrow Agent and investment thereof as provided in this Agreement, the Escrow Agent is hereby directed to mail to the registered owners of the Refunded Bonds, a notice of defeasance of the Refunded Bonds, substantially in the form attached hereto as Schedule E. The Escrow Agent shall also file, on behalf of the City, a copy of such notice of defeasance with the MSRB within 10 days of the deposit of such moneys with the Escrow Agent and the investment thereof [Remainder of Page Intentionally Left Blank] 9 Page 841 of 1633 010-8510-2487/3/AMERICAS IN WITNESS WHEREOF. each of the parties hereto has caused this Agreement to be executed by its duly authorized officers and, with respect to the City, its official seal to be hereunto affixed and attested as of the date first above written. CITY OF MIAMI BEACH, FLORIDA (SEAL) Mayor ATTEST: City Clerk U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent By: Assistant Vice President U.S. Bank National Association, as Refunded Bonds Bond Registrar, hereby agrees to the provisions of this Agreement applicable to the Refunded Bonds Bond Registrar. U.S. BANK NATIONAL ASSOCIATION, as Refunded Bonds Bond Registrar By: Assistant Vice President APPROVED AS TO FORM &LANGUAGE &FOR EXECUTION City Attorney ailf Date 10 Page 842 of 1633 010-8510-2487/3/AMERICAS SCHEDULE A REFUNDED BONDS Series 2011A Bonds Maturity Date Principal Amount Interest Rate Series 2011B Bonds Maturity Date Principal Amount Interest Rate $ A-1. Page 843 of 1633 010-8510-2487/3/AMERICAS SCHEDULE B INVESTMENT OF BOND PROCEEDS AND OTHER MONEYS Type of Security Maturity Date Principal Amount Interest Rate $ % B-1 Page 844 of 1633 010-8510-2487/3/AMERICAS SCHEDULE C SCHEDULE OF PAYMENTS ON REFUNDED BONDS Date Principal Interest Total $ $ $ C-1 Page 845 of 1633 010-8510-2487/3/AMERICAS SCHEDULE D ESCROW AGENT FEES AND EXPENSES In consideration of the services to be rendered by the Escrow Agent under the Agreement. the City upon execution hereof agrees to pay the Escrow Agent a one-time fee of$ to be paid at closing for all services to be incurred as Escrow Agent in connection with such services, plus agrees to pay as incurred reimbursement at cost for ordinary out-of-pocket expenses. The term "ordinary out-of-pocket expenses" means expenses of holding, investing and disbursing the Escrow Deposit Trust Fund as provided herein and includes, but is not limited to publication costs, postage and legal fees as incurred. (ii) The City shall also reimburse the Escrow Agent for any extraordinary expenses incurred by it in connection herewith. The term "extraordinary expenses" includes (a) expenses arising out of the assertion of any third party to any interest in the Escrow Deposit Trust Fund or any challenge to the validity hereof, including reasonable attorneys' fees, (b) expenses relating to any reinvestment under Section 3.07 or substitution under Section 3.05 hereof, and (c) expenses (other than ordinary expenses) not occasioned by the Escrow Agent's misconduct or negligence. (iii) The fees and expenses payable by the City under clause (i) or (ii) above shall not be paid from the Escrow Deposit Trust Fund, but shall be paid by the City from legally available funds of the City. D-1 Page 846 of 1633 010-8510-2487/3/AMERICAS SCHEDULE F NOTICE OF DEFEASANCE City of Miami Beach, Florida Stormwater Revenue Bonds, Series 2011A, and Stormwater Revenue Refunding Bonds, Series 201 113 Dated: December 7. 2011 Series 2011A Bonds Maturity Date (September 1,.:1 1.2j. pr a I Amount Interest Rate CUSIP Numbers* Series 201 113 Bonds Maturity Date f September I,) Principal Amount Interest Rate CUSIP Numbers* NOTICE IS HEREBY GIVEN that monies have been deposited with U.S. Bank National Association, as Escrow Agent, for the payment of the principal and interest on the above bonds (the "Bonds"), and such monies, except to the extent maintained in cash, have been invested in direct obligations of the United States of America. U.S. Bank National Association, as Bond Registrar for the Bonds, has been irrevocably instructed to call the Bonds for redemption on September 1, 2021 (the "Redemption Date") at a redemption price of 100% of the principal amount thereof plus accrued interest to the Redemption Date. The moneys so deposited and invested as aforesaid has been calculated to be adequate to pay, when due, the principal of and interest on the Bonds to and including the Redemption Date. In accordance with Section 307 of Resolution No. 2000-24127 adopted by the Mayor and City Commission of the City of Miami Beach, Florida on October 18, 2000 (the "Bond Resolution"), the Bonds are no longer deemed to be outstanding under the provisions of the Bond Resolution and have ceased to be entitled to any benefit or security under the Bond Resolution other than to receive payment of principal and interest from such moneys. -U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent Dated: , 2018 * No representation is made as to the correctness of these CUSIP numbers either as printed on the Bonds or contained in this Notice. E-1 Page 847 of 1633 010-8510-2487/3/ANIERiCAS