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2017-30060 Resolution RESOLUTION NO. 2017-30060 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $130,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH, FLORIDA WATER AND SEWER REVENUE AND REVENUE REFUNDING BONDS, SERIES 2017, FOR THE PRINCIPAL PURPOSES OF PAYING A PART OF THE COST OF CERTAIN IMPROVEMENTS TO THE WATER AND SEWER UTILITY AND REFUNDING ALL OR A PORTION OF THE CITY'S OUTSTANDING WATER AND SEWER REVENUE BONDS, SERIES 2000, TAXABLE SERIES 2006B-2 AND TAXABLE SERIES 2006E, PURSUANT TO SECTIONS 209 AND 210 OF RESOLUTION NO. 95-21585 ADOPTED BY THE CITY ON MAY 17, 1995; PROVIDING THAT SAID SERIES 2017 BONDS AND INTEREST THEREON SHALL BE PAYABLE SOLELY AS PROVIDED IN SAID RESOLUTION NO. 95-21585 AND THIS RESOLUTION; PROVIDING CERTAIN DETAILS OF THE SERIES 2017 BONDS; DELEGATING OTHER DETAILS AND MATTERS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2017 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 2017 BONDS; APPOINTING UNDERWRITERS, A BOND REGISTRAR, AN ESCROW AGENT AND A DISCLOSURE DISSEMINATION AGENT; AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2017 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 2017 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 2017 BONDS AND CREATING CERTAIN FUNDS AND ACCOUNTS; AUTHORIZING THE REFUNDING, DEFEASANCE, REDEMPTION AND PREPAYMENT, AS APPLICABLE, OF THE BONDS TO BE REFUNDED AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF GULF BREEZE LOAN AMENDMENTS; AUTHORIZING A BOOK-ENTRY REGISTRATION SYSTEM WITH RESPECT TO THE SERIES 2017 BONDS; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 2017 BONDS AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT; AUTHORIZING OFFICERS AND 010-8501-8912/3/AMERICAS provisions of the Bond Resolution, including this Series Resolution, any failure by the City to comply with any provisions of the Series 2017 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 2017 Continuing Disclosure Agreement. The Chief Financial Officer is further authorized to establish procedures in order to ensure compliance by the City with the Series 2017 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 2017 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 2017 Bonds, the Bond Resolution, the Series 2017 Bond Purchase Agreement, the Escrow Deposit Agreement, the Gulf Breeze Loan Amendments, the Series 2017 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 2017 Bonds, the Bond Resolution, the Series 2017 Bond Purchase Agreement, the Escrow Deposit Agreement, the Gulf Breeze Loan Amendments, the Series 2017 Continuing Disclosure Agreement and this Series Resolution. SECTION 16. This Series Resolution shall become effective immediately upon its adoption. ) PASSED AND ADOPTED this /5? day of OC 12(( j,/2:0:1,3,//:// f� � i 1V1- . ,., / i (Seal) Attest: =' APPROVED AS TO I. >� o v � FORM&LANGUAGE City lerk • ;� &FOR EXECUTION '—I::7:' ;'-'''..:::; :' '_,-cC\-;*: 3.2\_qpid Ok' HO 1v` -0 v CC City vv?q ;�\ J s - moi::�,_'-'—' 010-8501-8912/3/AMERICAS EXHIBIT A SERIES 2017 PROJECT The Series 2017 Project includes the following: • Repair, replace or install water distribution systems (including but not limited to pipes, valves, fittings, hydrants, meters and hangers) • Repair, replace or install wastewater collection systems (including but not limited to pipes, manholes and clean outs) • Repair, replace or install water transmission systems (including but not limited to booster stations, tanks, pipes, valves, fittings, hangers and meters) • Repair, replace or install wastewater transmission systems (including but not limited to pump stations, lift stations, pipes, valves, fittings, hangers and meters) • Supervisory Control And Data Acquisition(SCADA) systems • Programmable Logic Control systems • Automatic Meter Reading systems • Reconstruct surface improvements incidental to work listed above (including but not limited to streets, sidewalks, curbs, landscape, and lighting). The Commission may approve by resolution other Improvements as part of the Series 2017 Project in addition to and/or in lieu of one or more of the above Improvements. A-1 010-8501-8912/3/AMERICAS Resolutions - R7 B MIAMI BEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Jimmy L. Morales, City Manager DATE: October 18, 2017 2:05 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 $130,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH, FLORIDA WATER AND SEWER REVENUE AND REVENUE REFUNDING BONDS, SERIES 2017, FOR THE PRINCIPAL PURPOSES OF PAYING A PART OF THE COST OF CERTAIN IMPROVEMENTS TO THE WATER AND SEWER UTILITY AND REFUNDING ALL OR A PORTION OF THE CITY'S OUTSTANDING WATER AND SEWER REVENUE BONDS, SERIES 2000, TAXABLE SERIES 2006B-2 AND TAXABLE SERIES 2006E, PURSUANT TO SECTIONS 209 AND 210 OF RESOLUTION NO. 95-21585 ADOPTED BY THE CITY ON MAY 17, 1995; PROVIDING THAT SAID SERIES 2017 BONDS AND INTEREST THEREON SHALL BE PAYABLE SOLELY AS PROVIDED IN SAID RESOLUTION NO. 95-21585 AND THIS RESOLUTION; PROVIDING CERTAIN DETAILS OF THE SERIES 2017 BONDS; DELEGATING OTHER DETAILS AND MATTERS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2017 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 2017 BONDS; APPOINTING UNDERWRITERS, A BOND REGISTRAR, AN ESCROW AGENT AND A DISCLOSURE DISSEMINATION AGENT; AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2017 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 2017 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 2017 BONDS AND CREATING CERTAIN FUNDS AND ACCOUNTS; AUTHORIZING THE REFUNDING, DEFEASANCE, REDEMPTION AND PREPAYMENT, AS APPLICABLE, OF THE BONDS TO BE REFUNDED AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF GULF BREEZE LOAN AMENDMENTS; AUTHORIZING A BOOK-ENTRY REGISTRATION SYSTEM WITH RESPECT TO THE SERIES 2017 BONDS; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 2017 BONDS AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT; AUTHORIZING Page 848 of 1633 OFFICERS AND EMPLOYEES OF THE CITY TO TAKE ALL NECESSARY RELATED ACTIONS; AND PROVIDING 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. At September 30, 2016, the City had approximately $105.9 million in outstanding Water and Sewer Enterprise fund that was issued in 2000, 2006 and 2009. The outstanding debt for each Series in the Water and Sewer Enterprise Fund are as follows: Series 2000 Revenue Bonds of $30.8 million, Series 2006 of$21.5 million and Series 2009 New Issue and Refunding Bonds of$53.6 million. The City Commission approved water and sewer rate increases effective October 1, 2015 for FY2016 in accordance with the final Water & Wastewater Rate Review Study (the "Study") dated September 30, 2015, at the September 30, 2015 City Commission Meeting. Public Resources Management Group, Inc. ("PRMG") was asked to evaluate the current rate structure and propose alternative (redesigned) rates as necessary to recover the costs of providing service given the target monthly user rate revenues for FY2017 which will incentivize conservation of valuable water resources, meet industry standards regarding cost recovery/rate application to its customers, and maintain rate reasonableness among customers. The City Commission approved additional water and sewer rate increases and rate restructure at its Page 849 of 1633 September 27, 2016 meeting effective October 1, 2016 for FY2017 in accordance with the Study and PRMG's recommended rate structure. Such rate increases provide the City with the ability to fund $85 million in new projects with a bond issue. The City's FY2016 and FY2017 Capital Improvement Program includes $50 million in proceeds from a Series 2017 Bond issue to fund water and sewer projects. On March 31, 2017, the FCWPC reviewed and approved a new money bond issue of$50 million. Subsequently the Administration was asked by the Budget Advisory Committee (the "BAC") to determine if existing water and sewer rates would provide sufficient capacity for an additional $35 million in new money water and sewer proceeds to be issued with the Series 2017 Water and Sewer Bonds; The $35 million is included in the FY2018 capital improvement plan. The Administration, the City's Financial Advisor, RBC Capital Markets, and Public Resources Management Group determined that due to low interest rates and the refunding/restructuring of the Series 2000 and Series 2006 Bonds described below this goal, of a new money bond issue of up to $85 million, could be achieved. Due to the favorable interest rate environment, the City has the opportunity to refinance approximately $31 million of its Series 2000 Water and Sewer Revenue Bonds for annual savings. A refinancing/restructuring of the City's Series 2006B-2 and Series 2006E Gulf Breeze Bonds, of approximately $17.4 million, which funded water and sewer projects, also provides savings and a more level overall debt service pattern for the City's aggregate Water and Sewer debt. The total proposed refunding of approximately $48.4 million provides approximately $7.4 million in net present value savings, which is 15.2% of bonds refunded, based on current market conditions. As stated above, the issuance of the $50 million in new money and refunding of all or a portion of the Series 2000 Bonds was recommended to the FCWPC on March 31, 2017. The additional $35 million in projects and refunding of the Series 2006 Bonds 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 funding plan for water and sewer capital projects were presented at the July 20, 2017 BAC meeting. The foregoing information is summarized in the table below: New Money $$50 million New Pro}ects- C g rtathi Approved New Money $.35 minion New Projects- Based on SAC's Recommendation Total 585 million / funding Bonds Series 20065-2&Series 2006E Refundable Amount $48.4 Prtil3ion Net Present Value Savings nn Refurtdinc $7.4 lvitltian Savings as a%o(Bonds Refunded t 5.2% Based on the above combination of new money, refunding and relate transaction costs, I recommend approval of this issuance, not to exceed $130 million 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 Water and Sewer Revenue Bond issue. Sec. 2-278 (a) 1 (a) -estimated cost of the projects: Page 850 of 1633 The water and sewer program will fund priority repair or replacement projects as well as the water and sewer portion of existing and future neighborhood projects, as identified by the Public Works Department. The upgrades include portions of multiple neighborhood improvement projects to upgrade or replace the aging water and sewer infrastructure. In addition it includes agreements with the Florida Department of Transportation to replace water mains under state roads, while they are already undergoing construction. Finally, this includes the final portion of the 54" redundant force main an American Society of Civil Engineers (ASCE) award winning project to make the sewer system more resilient. The estimated portion of the projects for which the bonds are to be issued is $85 million. The City to date has committed $39.7 million for future projects that are to be funded from the Series 2017 bond proceeds. 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 water and sewer system; the operation of such system is funded by water and sewer rates and charges. No additional fees are anticipated to be earned as a result of these projects. The City adopted water and sewer rate increases in FY2016 to pay the new debt service for the projects. Water and Sewer rates were adjusted effective October 1, 2015 from $4.43 per 1,000 gallons of water to $4.61 per 1,000 gallons and the sewer rate was adjusted from$7.55 per 1,000 gallons to $8.23 per 1,000 gallons. Sec. 2-278 (a) 1 (c) - estimated annual cost of maintaining, repairing and operating the projects: The City's utility rates for water and sewer services are structured to collect the necessary revenues to meet annual operating and maintenance costs of the infrastructure, to cover debt service for water and sewer bonds, to maintain adequate operating fund reserves, and, to pay Miami-Dade County for wholesale water purchased, the treatment of the City's sewage and other fees. RESOLUTION The City Commission may approve by resolution other improvements as part of the Series 2017 Project in addition to and/or in lieu of one or more of the above improvements. If approved by the City Commission today, in accordance with Sec. 2-278 (a) 3, a second public hearing will be held for this proposed Water and Sewer Bond issuance on October 18, 2017, and will be advertised at least fifteen (15) days prior to the public hearing date. Because of the character of the Series 2017 Water and Sewer Bonds, the prevailing market conditions, the complexity of a combined new money and refunding/restructuring issue and the recommendations of the Financial Advisor, it was further determined that the sale of the Series 2017 Water and Sewer 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 2017 Water and Sewer 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 2017 Bonds, including whether to secure one or more Credit Facilities and/or Reserve Account Insurance Policies with respect to the Series 2017 Bonds, the final award of the Series 2017 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 2017 Bonds. The Chief Financial Officer is further authorized to establish procedures in order to ensure compliance by the City with the Series 2017 Continuing Disclosure Agreement, including the timely Page 851 of 1633 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 2017 Continuing Disclosure Agreement"), with Digital Assurance Certification, L.L.C. ("DAC"), which is hereby appointed as the disclosure dissemination agent with respect to the Series 2017 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 2017 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 2017 Continuing Disclosure Agreement. U.S. Bank National Association is hereby appointed as Bond Registrar for the Series 2017 Bonds. The officers, agents and employees of the City, the Bond Registrar and DAC are hereby authorized and directed to do all acts and things and execute and deliver all documents, agreements and certificates required of them by the provisions of the Series 2017 Bonds, the Bond Resolution, the Series 2017 Bond Purchase Agreement, the Series 2017 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 2017 Bonds, the Bond Resolution, the Series 2017 Bond Purchase Agreement, the Series 2017 Continuing Disclosure Agreement and this Series Resolution. The proposed Resolution appoints the following underwriters for the Series 2017 Bonds: Senior Manager- Raymond James &Associates Co-Manager - Stifel Nicolaus Co-Manager - Loop Capital Markets The underwriters for the Series 2017 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 Water and Sewer System for the purpose of paying all or any part of the cost of any other improvements to the Water and Sewer 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 Water and Sewer System then outstanding. All such additional actions would require approval of the Mayor and City Commission. The proposed resolution also calls for refunding of certain City debt issued by the City of Gulf Breeze. Loan amendments are required to effect the prepayment of the Series 2006B-2 and Series 2006E Gulf Breeze bonds. Loan amendments are attached hereto. CONCLUSION The Water and Sewer Enterprise fund must issue tax-exempt debt to provide $85 million in new money proceeds, plus issuance costs, to fund water and sewer improvements or enhancements. A refunding of the outstanding Series 2000 Water and Sewer Bonds and Series 2006 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. Page 852 of 1633 FINANCIAL INFORMATION The security for the repayment of these amounts will be the net revenues generated from the Water and Sewer System. The City has adopted water and sewer rate increases in FY2016 to pay the new debt service for the projects. The City's utility rates for water and sewer services are structured to collect the necessary revenues to meet annual operating and maintenance costs of the infrastructure, to cover debt service for water and sewer bonds, to maintain adequate operating fund reserves, and, to pay Miami-Dade County for wholesale water purchased, the treatment of the City's sewage, and other fees. Legislative Tracking Finance ATTACHMENTS: Description o Resolution o Bond Purchase Agreement o Disclosure Dissemination Agreement ❑ Draft Preliminary Official Statement(FOS) ❑ Escrow Deposit Agreement ▪ Amendment to the 2006B-2 Gulf Breeze Loan o Amendment to the 2006E Gulf Breeze Loan Agreement Page 853 of 1633 CUY0PMIAMI 8[AOiFLORIDA \\ater and Sewer Revenue and Revenue Refunding Bonds, Series 2017 BOND PUR[|{,\SEAGREEMENT '20l7 Mayor and City Commission City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 Ladies and Gentlemen: kuymond/arncy & Associates, Inc. (the"Senior Managing Underwriter"), acting on behalf of ite1f and Stifel, Nicolas & Company, Inc. and Loop Capital Markets LLC (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 $ Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017 (the "Series 2017 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 ith its terms and will be binding on the City and the UnJerw/riiem, 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 218385' Florida Statutes, as amended, the Underwriters hereby deliver the Disclosure and Truth-in- Bonding Statement attached hereto asExhibit ''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 he 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 City, and the City hereby agrees to sell to the Underwriters all (but not less than all) of the Series 2017 Bonds for a purchase price equal to $ (which purchase price is the aggregate principal amount of the Series 2017 Bonds of $ ' [plus/less] a net original issue [premium/discount] of $ and less an Underwriters' } 25l l4/0l24I490DO[v4| Page 864 of 1633 discount of � _ . The purchase price for the Series 2017 Bonds shall he payable to the City inimmediately 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 corporate check payable to the order of the City in the aggregate an`oun| of Dollars (S _) (the"Good Faith Depuyiy')' which is being delivered to the City on account of the purchase price of the Series 2017 Bonds and as security for the performance by the Underwriters of their obligation to accept and to pay for the Series 2017 Bonds. If the City does not accept this oiler, such Good Faith Deposit shall be immediately returned 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 2017 Bonds pursuant to Section |(a). In the event of the City's failure to deliver the Series 2017 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 return the Good Faith Deposit to the Senior Managing Underwriter and such check 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 2017 Bonds upon their tender by the City at the Closing, the amount of the Good Faith Deposit shall be retained by the Cit\ 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 he difficult or impossible to compute; therefore, the funds represented by the Good Faith Deposit are a reasonable estimate of the liquidated damages in this type of situation. (c) The Series 2017 Bonds will be issued pursuant to Chapter 166, Florida Statutes, as amended, the City of Miami Beach Charter, and other applicable provisions of law (collectively, the ^/\c['), and pursuant and subject to the terms and conditions of Resolution No. 95'2I585 adopted by the Commission on May 17, 1995, as amended and supplemented from time to time, and as particularly supplemented by Resolution No. - adopted by the Commission on , 2017 (collectively, the "Bond Resolution"). The Series 2017 Bonds shall mature and have such other terms and provisions as are described on Exhibit 'D" hereto. Proceeds of the Series 2017 Bonds will provide funds, together with other available funds, to (i) pay the costs of certain improvements to the City's Water and Sewer Utility (as more particularly described in the hereinafter defined Official Statement) (the ^20I7 Project"), (ii) refund the City's outstanding Water and Sewer Revenue Bonds, Series 2000 (the "Series 2000 Bonds"), the Water and Sewer Revenue Bonds, Taxable Series 2006B'2 (the "Series 2006B-2 Bonds") and the Water and Sewer Revenue Bonds, Taxable Series 2006B (the "Series 20062 Bonda" and together with the Series 2000 Bonds and the Series 2006B'2 Bonds, the 25170/014/0I241490.DD[,42 Page 865 of 1633 "Refunded Bonds"), and (iii) paying the expenses incurred in connection with the issuance 01: the Series 2017 Bonds. It shall be a condition to the obligation of the City to sell and deliver the Series 2017 Bonds to the Underwriters, and to the obligation of the Underwriters to purchase and accept delivery of the Series 2017 Bonds, that the entire aggregate principal amount of the Series 2017 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 bone fide public offering of substantially all of the Series 2017 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 certain limitations in clause (iv) below) the Underwriterreserve 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 2017 Bonds. (ii) The Underwriters agree to assist the City in establishing the issue price of the Series 2017 Bonds and shall execute and deliver to the City at Closing an "issue price" or ainzi}a, certificate, together with reasonable supporting documentation for such certification, such as the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit C, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Senior Managing Underwriter, the City and Bond Counsel, to accurately reflect, as applicable, the initial offering price or prices to the public and the actual sales price or prices or of the Bonds. All actions to be taken by the City under this section to establish the issue price of the Bonds may be taken on behalf of the City by the City's municipal advisor identified in the Official Statement and any notice or report to be provided by the City may be provided by the City's municipal advisor. (iii) Except as otherwise set forth in Schedule I to Exhibit C in the form attached hereto, the City will treat the first price at which 10% of each maturity of the Series 2017 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). At or promptly after the execution of this Purchase Agreement, the Underwriters shall report to the City the price or prices at which it has sold to the public each maturity of Series 2017 Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series 2017 Bonds, the Underwriters agree to promptly report to the City the prices at which the unsold Series 2017 Bonds were sold of that maturity to the public. That reporting obligation shall continue, whether or not the Closing has occurred, until the 10% test has been satisfied as to the Series 2017 Bonds of that maturity or until all Series 2017 Bonds of that maturity have been sold to the public. (iv) The Underwriters confirm that they have offered the Series 2017 Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the"initial offering price"), or at the corresponding yield or yields, set forth in Schedule I to Exhibit C attached hereto, except as otherwise set forth therein. Schedule I to Exhibit C also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Series 2017 Bonds for which the 10% test has not been satisfied and for which the City ( 25170/014/01.241490.D0Cv43 ' Page 866 of 1633 RESOLUTION NO. 2017-30060 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $130,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH, FLORIDA WATER AND SEWER REVENUE AND REVENUE REFUNDING BONDS, SERIES 2017, FOR THE PRINCIPAL PURPOSES OF PAYING A PART OF THE COST OF CERTAIN IMPROVEMENTS TO THE WATER AND SEWER UTILITY AND REFUNDING ALL OR A PORTION OF THE CITY'S OUTSTANDING WATER AND SEWER REVENUE BONDS, SERIES 2000, TAXABLE SERIES 2006B-2 AND TAXABLE SERIES 2006E, PURSUANT TO SECTIONS 209 AND 210 OF RESOLUTION NO. 95-21585 ADOPTED BY THE CITY ON MAY 17, 1995; PROVIDING THAT SAID SERIES 2017 BONDS AND INTEREST THEREON SHALL BE PAYABLE SOLELY AS PROVIDED IN SAID RESOLUTION NO. 95-21585 AND THIS RESOLUTION; PROVIDING CERTAIN DETAILS OF THE SERIES 2017 BONDS; DELEGATING OTHER DETAILS AND MATTERS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2017 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 2017 BONDS; APPOINTING UNDERWRITERS, A BOND REGISTRAR, AN ESCROW AGENT AND A DISCLOSURE DISSEMINATION AGENT; AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2017 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 2017 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 2017 BONDS AND CREATING CERTAIN FUNDS AND ACCOUNTS; AUTHORIZING THE REFUNDING, DEFEASANCE, REDEMPTION AND PREPAYMENT, AS APPLICABLE, OF THE BONDS TO BE REFUNDED AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF GULF BREEZE LOAN AMENDMENTS; AUTHORIZING A BOOK-ENTRY REGISTRATION SYSTEM WITH RESPECT TO THE SERIES 2017 BONDS; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 2017 BONDS AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT; AUTHORIZING OFFICERS AND 010-8501-8912/3/AMERICAS EMPLOYEES OF THE CITY TO TAKE ALL NECESSARY RELATED ACTIONS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Miami Beach, Florida(the "City") currently owns, maintains and operates a Water and Sewer 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 (i) $54,310,000 original principal amount of City of Miami Beach, Florida Water and Sewer Revenue Bonds, Series 2000, currently Outstanding in the principal amount of$30,830,000 (the "Outstanding Series 2000 Bonds"), pursuant to Resolution No. 95-21585 adopted by the Commission on May 17, 1995 (the "Original Resolution" and as amended and supplemented from time to time, the "Bond Resolution"), and Resolution No. 2000-24041 adopted by the Commission on July 26, 2000, (ii) $18,300,000 original principal amount of City of Miami Beach, Florida Water and Sewer Revenue Bonds, Taxable Series 2006B-2, currently Outstanding in the principal amount of$11,895,000 (the "Outstanding Series 2006B-2 Bonds"), pursuant to the Original Resolution and Resolution No. 2006-26153 adopted by the Commission on March 8, 2006, as amended by Resolution No. 2006-26175 adopted by the Commission on April 11, 2006 (collectively, the "Series 2006 Resolution"), evidencing a loan from the City of Gulf Breeze, Florida ("Gulf Breeze") under its loan pool program, and (iii) $5,700,000 original principal amount of City of Miami Beach, Florida Water and Sewer Revenue Bonds, Taxable Series 2006E, all of which are currently Outstanding (the "Outstanding Series 2006E Bonds"), pursuant to the Original Resolution and the Series 2006 Resolution, evidencing a loan from Gulf Breeze under its loan pool program; and WHEREAS, the City has determined that certain capital improvements to the Water and Sewer Utility as more particularly described in Exhibit A attached hereto and made a part hereof (collectively, the "Series 2017 Project") are necessary and desirable for the furtherance of the health, safety and welfare of the users of the Water and Sewer 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 2017 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 2000 Bonds, the Outstanding Series 2006B-2 Bonds and the Outstanding Series 2006E Bonds as shall be determined by the City Manager in accordance with the provisions of this resolution (the Outstanding Series 2000 Bonds, the Outstanding Series 2006B- 2 Bonds and the Outstanding Series 2006E Bonds to be refunded hereinafter referred to as the "Bonds to be Refunded"); and 2 010-8501-8912/3/AMERICAS 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 Water and Sewer Utility as it will result in debt service savings which will lower the expenses of the Water and Sewer Utility and be financially beneficial to the City and the users of the Water and Sewer Utility; and WHEREAS, the City has determined that it is desirable to issue Additional Bonds and Refunding Bonds (collectively, the "Series 2017 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 2017 Bonds under the Bond Resolution, for the purpose of, together with any other available moneys of the City, (i) paying a part of the Cost of the Series 2017 Project, (ii) providing funds for refunding, defeasing, redeeming and prepaying, as applicable, the Bonds to be Refunded, and (iii) paying the expenses incurred in such issuance, refunding, defeasance, redemption and prepayment (collectively, the "Series 2017 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 2017 Bonds, whether to secure a Credit Facility with respect to the Series 2017 Bonds, the final award of the Series 2017 Bonds, the determination of the Outstanding Series 2000 Bonds, the Outstanding Series 2006B-2 Bonds and the Outstanding Series 2006E Bonds which will constitute the Bonds to be Refunded, and certain other actions in connection with the issuance of the Series 2017 Bonds and the refunding, defeasance, redemption and prepayment, as applicable, 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 2017 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 2017 Bonds; and WHEREAS, in connection with the issuance of the Series 2017 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. 3 010-8501-8912/3/AMERICAS SECTION 2. A Series of Additional Bonds and Refunding Bonds of the City in an aggregate principal amount not to exceed $130,000,000 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 2017 Funding Requirements. The Series 2017 Bonds shall be designated "City of Miami Beach, Florida Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017," 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. The Series 2017 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 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 2017 Bonds (the "Series 2017 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 2017 Bonds shall be payable in accordance with the provisions of the Bond Resolution. The execution of the Series 2017 Mayor's Certificate shall be conclusive evidence of the City's approval of the details of the Series 2017 Bonds. In any case where the maturity date of, or the date for the payment of the principal of or interest on the Series 2017 Bonds, or the date fixed for redemption of the Series 2017 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 or the 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. 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 2017 Bonds, the City Manager is authorized to secure a Credit Facility with respect to all or a portion of the Series 2017 Bonds. The City Manager is authorized to provide for the payment of the premium for such Credit Facility from the proceeds of the Series 2017 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 2017 Bonds shall be limited obligations of the City payable solely from the Net Revenues and, to the 4 010-8501-8912/3/AMERICAS 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 2017 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 2017 Bonds shall be $0.00. SECTION 4. In the case of an optional redemption of the Series 2017 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 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 2017 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 2017 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 2017 Bonds is in the best interest of the City. The negotiated sale of the Series 2017 Bonds to Raymond James & Associates, Inc. (the "Senior Managing Underwriter") on behalf of itself and Loop Capital Markets LLC and Stifel, Nicolaus & Company, Incorporated (collectively with the Senior Managing Underwriter, the "Underwriters") is hereby authorized at a purchase price (not including original issue premium or original issue discount) of not less than 99% of the aggregate principal amount of the Series 2017 Bonds (the "Minimum Purchase Price") and at a true interest cost rate ("TIC") not to exceed 4.75% (the "Maximum TIC"). The City Manager, after consultation with the Chief Financial Officer and the Financial Advisor, is hereby authorized to award the Series 2017 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 2017 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 2017 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 2017 Bonds (the "Series 2017 Bond Purchase 5 010-8501-8912/3/AMERICAS 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 2017 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 2017 Bond Purchase Agreement. SECTION 7. The Bond Registrar is hereby authorized and directed to authenticate the Series 2017 Bonds and to deliver the Series 2017 Bonds to or upon the order of the Underwriters upon payment of the purchase price, as shall be set forth in the Series 2017 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 2017 Preliminary Official Statement") and Official Statement (the "Series 2017 Official Statement") in connection with the issuance of the Series 2017 Bonds are hereby approved in substantially the form of the Series 2017 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 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 2017 Preliminary Official Statement and the Series 2017 Official Statement. The distribution of said Series 2017 Preliminary Official Statement and Series 2017 Official Statement in connection with the marketing of the Series 2017 Bonds and the execution and delivery of the Series 2017 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 2017 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, and other provisions 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 2017 Bonds, including, to the extent provided in such certificate, for the payment of interest accruing on the Series 2017 Bonds prior to, during and after construction of the Series 2017 Project. In accordance with the provisions of the Bond Resolution, there is hereby created within the Construction Fund a "Series 2017 Construction Account" for the deposit of proceeds of the Series 2017 Bonds to be applied to the payment of a part of the Cost of the Series 2017 Project, other than the portion of such part representing expenses incurred in the issuance of the Series 2017 Bonds. 6 010-8501-8912/3/AMERICAS In accordance with the provisions of the Bond Resolution, there is to be created pursuant to the Escrow Deposit Agreement (hereinafter defined) a "City of Miami Beach, Florida Water and Sewer Revenue Bonds, Series 2000 Escrow Deposit Trust Fund" (the "Escrow Deposit Trust Fund"), to be held by the Escrow Agent (hereinafter defined), for the deposit of proceeds of the Series 2017 Bonds and other available moneys to be applied as shall be provided in the Escrow Deposit Agreement. There is also hereby created a "Series 2017 Cost of Issuance Account" for the deposit of proceeds of the Series 2017 Bonds to be applied to the payment of expenses incurred in the issuance of the Series 2017 Bonds and the refunding, defeasance, redemption and prepayment, as applicable, of the Bonds to be Refunded. The proceeds of the Series 2017 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 2017 Bonds and other available moneys deposited in the Escrow Deposit Trust Fund may 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 2017 Bonds and for the purpose of complying with the covenants contained in Section 605 of the Original Resolution, there is hereby created a special fund designated "Series 2017 Arbitrage Rebate Fund," which shall be held by the City and constitute an Arbitrage Rebate Fund under the Bond Resolution. SECTION 11. The Series 2017 Bonds shall be executed in the form and manner provided in the Bond Resolution. The Series 2017 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 2017 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 2017 Bonds ceases to be in effect, the Series 2017 Bonds shall be issued in fully certificated form. SECTION 12. The refunding, defeasance, redemption and prepayment, as applicable, 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 2000 Bonds, the Outstanding Series 2006B-2 Bonds and the Outstanding Series 2006E Bonds which will constitute the Bonds to be Refunded and the dates of redemption or prepayment, as applicable, of the Bonds to be Refunded. In connection with the Outstanding Series 2000 Bonds constituting 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 redemption of such Bonds to be Refunded (the "Escrow Deposit Agreement") with U.S. Bank National Association, who is hereby appointed escrow agent with respect to such Bonds to be Refunded (the "Escrow Agent"), in 7 010-8501-8912/3/AMERICAS 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. To the extent so determined by the City Manager, after consultation with the Chief Financial Officer and the Financial Advisor, the purchase of Government Obligations from the proceeds of the Series 2017 Bonds and other available moneys in order to provide for the defeasance and redemption of the Outstanding Series 2000 Bonds constituting 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 2000 Bonds which will constitute Bonds to be Refunded, the date of redemption of the Outstanding Series 2000 Bonds constituting Bonds to be Refunded, the Escrow Deposit Agreement and the purchase of the Government Obligations. In connection with the Outstanding Series 2006B-2 Bonds and the Outstanding Series 2006E Bonds constituting Bonds to be Refunded, the Mayor and the City Clerk are hereby authorized and directed, in the name and on behalf of the City, to execute and deliver the Gulf Breeze Loan Amendments (hereinafter defined), in substantially the forms 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 Gulf Breeze Loan Amendments by the Mayor and the City Clerk, for and on behalf of the City, shall be conclusive evidence of the City's approval of the Gulf Breeze Loan Amendments. "Gulf Breeze Loan Amendments" means, collectively, (i) the First Supplemental Loan Agreement to be entered into among Gulf Breeze, U.S. Bank National Association, as Trustee, and the City, relating to the Outstanding Series 2006B-2 Bonds, and (ii) the First Supplemental Loan Agreement to be entered into among Gulf Breeze, U.S. Bank National Association, as Trustee, and the City, relating to the Outstanding Series 2006E Bonds. SECTION 13. For the benefit of the Holders and beneficial owners from time to time of the Series 2017 Bonds, the City agrees, in accordance with and as the only obligated person with respect to the Series 2017 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 2017 Continuing Disclosure Agreement"), with Digital Assurance Certification, L.L.C. ("DAC"), which is hereby appointed as disclosure dissemination agent with respect to the Series 2017 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 2017 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 2017 Continuing Disclosure Agreement. Notwithstanding any other 8 010-8501-8912/3/AMERICAS provisions of the Bond Resolution, including this Series Resolution, any failure by the City to comply with any provisions of the Series 2017 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 2017 Continuing Disclosure Agreement. The Chief Financial Officer is further authorized to establish procedures in order to ensure compliance by the City with the Series 2017 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 2017 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 2017 Bonds, the Bond Resolution, the Series 2017 Bond Purchase Agreement, the Escrow Deposit Agreement, the Gulf Breeze Loan Amendments, the Series 2017 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 2017 Bonds, the Bond Resolution, the Series 2017 Bond Purchase Agreement, the Escrow Deposit Agreement, the Gulf Breeze Loan Amendments, the Series 2017 Continuing Disclosure Agreement and this Series Resolution. SECTION 16. This Series Resolution shall become effective immediately upon its adoption. �1 PASSED AND ADOPTED this /D day of U C .&C( , 201,72/1" / / 7 / (Seal) Attest: ....v(f . APPROVED AS TO I. %1 3c1 1 l .' ' FORM&LANGUAGE City Jerk f/-:S. �4 '• .A` &FOR EXECUTION .id plk. b kl ,,,ci\ .l . . , tyAll '' 010-8501-8912/3/AMERICAS EXHIBIT A SERIES 2017 PROJECT The Series 2017 Project includes the following: • Repair, replace or install water distribution systems (including but not limited to pipes, valves, fittings, hydrants, meters and hangers) • Repair, replace or install wastewater collection systems (including but not limited to pipes, manholes and clean outs) • Repair, replace or install water transmission systems (including but not limited to booster stations, tanks, pipes, valves, fittings, hangers and meters) • Repair, replace or install wastewater transmission systems (including but not limited to pump stations, lift stations, pipes, valves, fittings, hangers and meters) • Supervisory Control And Data Acquisition(SCADA) systems • Programmable Logic Control systems • Automatic Meter Reading systems • Reconstruct surface improvements incidental to work listed above (including but not limited to streets, sidewalks, curbs, landscape, and lighting). The Commission may approve by resolution other Improvements as part of the Series 2017 Project in addition to and/or in lieu of one or more of the above Improvements. A-1 010-8501-8912/3/AMERICAS Resolutions - R7 B MAMI B COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Jimmy L. Morales, City Manager DATE: October 18, 2017 2:05 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 $130,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH, FLORIDA WATER AND SEWER REVENUE AND REVENUE REFUNDING BONDS, SERIES 2017, FOR THE PRINCIPAL PURPOSES OF PAYING A PART OF THE COST OF CERTAIN IMPROVEMENTS TO THE WATER AND SEWER UTILITY AND REFUNDING ALL OR A PORTION OF THE CITY'S OUTSTANDING WATER AND SEWER REVENUE BONDS, SERIES 2000, TAXABLE SERIES 2006B-2 AND TAXABLE SERIES 2006E, PURSUANT TO SECTIONS 209 AND 210 OF RESOLUTION NO. 95-21585 ADOPTED BY THE CITY ON MAY 17, 1995; PROVIDING THAT SAID SERIES 2017 BONDS AND INTEREST THEREON SHALL BE PAYABLE SOLELY AS PROVIDED IN SAID RESOLUTION NO. 95-21585 AND THIS RESOLUTION; PROVIDING CERTAIN DETAILS OF THE SERIES 2017 BONDS; DELEGATING OTHER DETAILS AND MATTERS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2017 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 2017 BONDS; APPOINTING UNDERWRITERS, A BOND REGISTRAR, AN ESCROW AGENT AND A DISCLOSURE DISSEMINATION AGENT; AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2017 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 2017 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 2017 BONDS AND CREATING CERTAIN FUNDS AND ACCOUNTS; AUTHORIZING THE REFUNDING, DEFEASANCE, REDEMPTION AND PREPAYMENT, AS APPLICABLE, OF THE BONDS TO BE REFUNDED AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF GULF BREEZE LOAN AMENDMENTS; AUTHORIZING A BOOK-ENTRY REGISTRATION SYSTEM WITH RESPECT TO THE SERIES 2017 BONDS; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 2017 BONDS AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT; AUTHORIZING Page 848 of 1633 OFFICERS AND EMPLOYEES OF THE CITY TO TAKE ALL NECESSARY RELATED ACTIONS; AND PROVIDING 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. At September 30, 2016, the City had approximately $105.9 million in outstanding Water and Sewer Enterprise fund that was issued in 2000, 2006 and 2009. The outstanding debt for each Series in the Water and Sewer Enterprise Fund are as follows: Series 2000 Revenue Bonds of$30.8 million, Series 2006 of$21.5 million and Series 2009 New Issue and Refunding Bonds of$53.6 million. The City Commission approved water and sewer rate increases effective October 1, 2015 for FY2016 in accordance with the final Water & Wastewater Rate Review Study (the "Study") dated September 30, 2015, at the September 30, 2015 City Commission Meeting. Public Resources Management Group, Inc. ("PRMG") was asked to evaluate the current rate structure and propose alternative (redesigned) rates as necessary to recover the costs of providing service given the target monthly user rate revenues for FY2017 which will incentivize conservation of valuable water resources, meet industry standards regarding cost recovery/rate application to its customers, and maintain rate reasonableness among customers. The City Commission approved additional water and sewer rate increases and rate restructure at its Page 849 of 1633 September 27, 2016 meeting effective October 1, 2016 for FY2017 in accordance with the Study and PRMG's recommended rate structure. Such rate increases provide the City with the ability to fund $85 million in new projects with a bond issue. The City's FY2016 and FY2017 Capital Improvement Program includes $50 million in proceeds from a Series 2017 Bond issue to fund water and sewer projects. On March 31, 2017, the FCWPC reviewed and approved a new money bond issue of$50 million. Subsequently the Administration was asked by the Budget Advisory Committee (the "BAC") to determine if existing water and sewer rates would provide sufficient capacity for an additional $35 million in new money water and sewer proceeds to be issued with the Series 2017 Water and Sewer Bonds; The $35 million is included in the FY2018 capital improvement plan. The Administration, the City's Financial Advisor, RBC Capital Markets, and Public Resources Management Group determined that due to low interest rates and the refunding/restructuring of the Series 2000 and Series 2006 Bonds described below this goal, of a new money bond issue of up to $85 million, could be achieved. Due to the favorable interest rate environment, the City has the opportunity to refinance approximately$31 million of its Series 2000 Water and Sewer Revenue Bonds for annual savings. A refinancing/restructuring of the City's Series 2006B-2 and Series 2006E Gulf Breeze Bonds, of approximately $17.4 million, which funded water and sewer projects, also provides savings and a more level overall debt service pattern for the City's aggregate Water and Sewer debt. The total proposed refunding of approximately $48.4 million provides approximately $7.4 million in net present value savings, which is 15.2% of bonds refunded, based on current market conditions. As stated above, the issuance of the $50 million in new money and refunding of all or a portion of the Series 2000 Bonds was recommended to the FCWPC on March 31, 2017. The additional $35 million in projects and refunding of the Series 2006 Bonds 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 funding plan for water and sewer capital projects were presented at the July 20, 2017 BAC meeting. The foregoing information is summarized in the table below: New Money 550 r d ion New Projects- 4ricirraily Approved New Money 535rndlion New Projects- Based on BAC's Recommendation Tctai 585 rndlion Refunding Bonds Series 20063-2&Series 2006E Refundabte Amount $43.4 MMMltior Net Present Value Savings rn Redurdinq57.4 MRon Savings ss a%of Bonds .... Refunded 15.2% Based on the above combination of new money, refunding and relate transaction costs, I recommend approval of this issuance, not to exceed $130 million 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 Water and Sewer Revenue Bond issue. Sec. 2-278 (a) 1 (a) -estimated cost of the projects: Page 850 of 1633 The water and sewer program will fund priority repair or replacement projects as well as the water and sewer portion of existing and future neighborhood projects, as identified by the Public Works Department. The upgrades include portions of multiple neighborhood improvement projects to upgrade or replace the aging water and sewer infrastructure. In addition it includes agreements with the Florida Department of Transportation to replace water mains under state roads, while they are already undergoing construction. Finally, this includes the final portion of the 54" redundant force main an American Society of Civil Engineers (ASCE) award winning project to make the sewer system more resilient. The estimated portion of the projects for which the bonds are to be issued is $85 million. The City to date has committed $39.7 million for future projects that are to be funded from the Series 2017 bond proceeds. 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 water and sewer system; the operation of such system is funded by water and sewer rates and charges. No additional fees are anticipated to be earned as a result of these projects. The City adopted water and sewer rate increases in FY2016 to pay the new debt service for the projects. Water and Sewer rates were adjusted effective October 1, 2015 from $4.43 per 1,000 gallons of water to $4.61 per 1,000 gallons and the sewer rate was adjusted from$7.55 per 1,000 gallons to $8.23 per 1,000 gallons. Sec. 2-278 (a) 1 (c) - estimated annual cost of maintaining, repairing and operating the projects: The City's utility rates for water and sewer services are structured to collect the necessary revenues to meet annual operating and maintenance costs of the infrastructure, to cover debt service for water and sewer bonds, to maintain adequate operating fund reserves, and, to pay Miami-Dade County for wholesale water purchased, the treatment of the City's sewage and other fees. RESOLUTION The City Commission may approve by resolution other improvements as part of the Series 2017 Project in addition to and/or in lieu of one or more of the above improvements. If approved by the City Commission today, in accordance with Sec. 2-278 (a) 3, a second public hearing will be held for this proposed Water and Sewer Bond issuance on October 18, 2017, and will be advertised at least fifteen (15) days prior to the public hearing date. Because of the character of the Series 2017 Water and Sewer Bonds, the prevailing market conditions, the complexity of a combined new money and refunding/restructuring issue and the recommendations of the Financial Advisor, it was further determined that the sale of the Series 2017 Water and Sewer 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 2017 Water and Sewer 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 2017 Bonds, including whether to secure one or more Credit Facilities and/or Reserve Account Insurance Policies with respect to the Series 2017 Bonds, the final award of the Series 2017 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 2017 Bonds. The Chief Financial Officer is further authorized to establish procedures in order to ensure compliance by the City with the Series 2017 Continuing Disclosure Agreement, including the timely Page 851 of 1633 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 2017 Continuing Disclosure Agreement"), with Digital Assurance Certification, L.L.C. ("DAC"), which is hereby appointed as the disclosure dissemination agent with respect to the Series 2017 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 2017 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 2017 Continuing Disclosure Agreement. U.S. Bank National Association is hereby appointed as Bond Registrar for the Series 2017 Bonds. The officers, agents and employees of the City, the Bond Registrar and DAC are hereby authorized and directed to do all acts and things and execute and deliver all documents, agreements and certificates required of them by the provisions of the Series 2017 Bonds, the Bond Resolution, the Series 2017 Bond Purchase Agreement, the Series 2017 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 2017 Bonds, the Bond Resolution, the Series 2017 Bond Purchase Agreement, the Series 2017 Continuing Disclosure Agreement and this Series Resolution. The proposed Resolution appoints the following underwriters for the Series 2017 Bonds: Senior Manager- Raymond James &Associates Co-Manager - Stifel Nicolaus Co-Manager - Loop Capital Markets The underwriters for the Series 2017 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 Water and Sewer System for the purpose of paying all or any part of the cost of any other improvements to the Water and Sewer 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 Water and Sewer System then outstanding. All such additional actions would require approval of the Mayor and City Commission. The proposed resolution also calls for refunding of certain City debt issued by the City of Gulf Breeze. Loan amendments are required to effect the prepayment of the Series 2006B-2 and Series 2006E Gulf Breeze bonds. Loan amendments are attached hereto. CONCLUSION The Water and Sewer Enterprise fund must issue tax-exempt debt to provide $85 million in new money proceeds, plus issuance costs, to fund water and sewer improvements or enhancements. A refunding of the outstanding Series 2000 Water and Sewer Bonds and Series 2006 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. Page 852 of 1633 FINANCIAL INFORMATION The security for the repayment of these amounts will be the net revenues generated from the Water and Sewer System. The City has adopted water and sewer rate increases in FY2016 to pay the new debt service for the projects. The City's utility rates for water and sewer services are structured to collect the necessary revenues to meet annual operating and maintenance costs of the infrastructure, to cover debt service for water and sewer bonds, to maintain adequate operating fund reserves, and, to pay Miami-Dade County for wholesale water purchased, the treatment of the City's sewage, and other fees. Legislative Tracking Finance ATTACHMENTS: Description o Resolution o Bond Purchase Agreement o Disclosure Dissemination Agreement o Draft Preliminary Official Statement(POS) o Escrow Deposit Agreement o Amendment to the 2006B-2 Gulf Breeze Loan o Amendment to the 2006E Gulf Breeze Loan Agreement Page 853 of 1633 S CITY OF MIAMI BEACH, FLORIDA Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017 BOND PURCHASE AGREEMENT ,2017 Mayor and City Commission City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 Ladies and Gentlemen: Raymond James & Associates, Inc. (the"Senior Managing Underwriter"), acting on behalf of itself and Stifel, Nicolas & Company, Inc. and Loop Capital Markets LLC (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 $, Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017 (the "Series 2017 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 I. (a) Upon the terms and conditions and upon the basis of the representations and warranties herein set forth, the Underwriters hereby agree to purchase from the City, and the City hereby agrees to sell to the Underwriters all (but not less than all) of the Series 2017 Bonds for a purchase price equal to (which purchase price is the aggregate principal amount of the Series 2017 Bonds of $ , [plus/lessI a net original issue [premium/discount] of 5 and less an Underwriters' 23170/014/0124149ftDOCv41 Page 864 of 1633 discount of �� � Thu purchase price for the Series 2017 Bonds shall be payable to the Cit) inimmediately 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 corporate check payable to the order of the City in the aggregate amount of Dollars (S ) (the"Good Faith Deposit^)' which is being delivered to the City on account of the purchase price of the Series 2017 Bonds and as security for the performance by the Underwriters of their obligation to accept and to pay for the Series 2017 Bonds. If the City does not accept this offer, such Good Faith Deposit shall he immediately returned 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 2017 Bonds pursuant to Section 1(a). In the event of the City's failure to deliver the Series 2017 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 return the Good Faith Deposit to the Senior Managing Underwriter and such check 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 2017 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 fosuch failure and for any and all such defaults. It is understood by both the City and the Underwriters that actual damages in the circumstances as described in the preceding sentence may be difficult or impossible to compute; therefore, the funds represented by the Good Faith Deposit are a reasonable estimate of the liquidated damages in this type of situation. (c) The Series 20I7 Bonds will be issued pursuant to Chapter 166, Florida Statutes, as amended, the City of Miami Beach Charter, and other applicable provisions of law (collectively, the ''/\c|''), and pursuant and subject to the terms and conditions of Resolution No. 95'21585 adopted by the Commission on May 17, 1995, as amended and supplemented from time to time, and as particularly supplemented by Resolution No.__' adopted by the Commission on , 2017 (collectively, the "Bond Resolution"). The Series 20I7 Bonds shall mature and have such other terms and provisions as are described on Exhibit ''B'' hereto. Proceeds of the Series 2017 Bonds will provide funds, together with other available funds, to (i) pay the costs of certain improvements to the City's Water and Sewer Utility (as more particularly described in the hereinafter defined Official Statement) (the ''2017 Project"), (ii) refund the City's outstanding Water and Sewer Revenue Bonds, Series 2000 (the "Series 200O8onds^), the Water and Sewer Revenue Bonds, Taxable Series 2006B-2 (the "Series 2006B-2 Bonds") and the Water and Sewer Revenue Bonds, Taxable Series 2006E (the "Series 2006E Bonds" and together with the Series 2000 Bonds and the Series 2006B-2 Bonds, the ° 251701014m1241490.D0[v42 Page 865 of 1633 "Refunded Bonds"), and (iii) paying the expenses incurred in connection with the issuance of the Series 2017 Bonds. It shall be a condition to the obligation of the City to sell and deliver the Series 2017 Bonds |n the Underwriters, and to the obligation of the Underwriters to purchase and accept delivery *t the Series 2017 Bonds, that the entire aggregate principal amount of the Series 2017 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 bone Jicle public offering of substantially all of the Series 2017 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 certain 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 2017 Bonds. (ii) The Underwriters agree to assist the City in establishing the issue price of the Series 2017 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 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 Bonds. All actions to be taken by the City under this section to establish the issue price of the Bonds may be taken on behalf of the City by the City's municipal advisor identified in the Official Statement and any notice or report to be provided by the City may be provided by the City's municipal advisor, (iii) Except as otherwise set forth in Schedule l to Exhibit C in the form attached hereto, the City will treat the first price at which 10% of each maturity of the Series 2017 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 18% test). At or promptly after the execution of this Purchase Agreement, the Underwriters shall report to the City the price or prices at which it has sold to the public each maturity of Series 2017 Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series 2017 Bonds, the Underwriters agree to promptly report to the City the prices at which the unsold Series 2017 Bonds were sold of that maturity to the public. That reporting obligation shall continue, whether or not the Closing has occurred, until the 10% test has been satisfied as to the Series 2017 Bonds of that maturity or until all Series 2017 Bonds of that maturity have been sold to the public. (iv) The Underwriters confirm that they have offered the Series 2017 Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the"initial offering price"), or at the corresponding yield or yields, set forth in Schedule I to Exhibit C attached hereto, except as otherwise set forth therein. Schedule I to Exhibit C also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Series 2017 Bonds for which the 10% test has not been satisfied and for which the City 25170/014/0241490.D0Cv43 � Page 866 of 1633 and the Underwriters agree that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold-the-offering- price rule"). So long as the hold-the-offering-price rule remains applicable to any maturity of the Series 2017 Bonds, the Underwriters will neither offer nor sell unsold Series 2017 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: (a) the close of the fifth (5'^) business day after the sale date;or (b) the date on which the Underwriters have sold at least 10% of that maturity of the Series 2017 Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriters shall promptly advise the City when 10"�> of that maturity of the Series 2017 Bonds has been sold to the public at a price that is 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. (v) `l'he City acknowledges that, in making the representation set forth in this subsection, the Representative 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 2017 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 2017 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 corresponding agreement regarding the hold-the-offering-price rule as applicable to the Series 2017 Bonds. 'The Representative confirms that: (a) any agreement among underwriters, any selling group agreement and each retail distribution agreement (to which the Representative is a party) relating to the initial sale of the Series 2017 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, to (A) report the prices at which it sells to the public the unsold Series 2017 Bonds of each maturity allotted to it until it is notified by 251.70/014/01241490.DOCv44 Page 867 of 1633 the Representative that either the 10"4, test has been satisfied as to the Series 2017 Bonds of that maturity or all Series 2017 Bonds of that maturity have been sold to the public and (B) complywith the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Representative and as set forth in the related pricing wires, and (b) any agreement among underwriters relating to the initial sale of the Series 2017 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 2017 Bonds to the public to require each broker-dealer that is a party to such retail distribution agreement to (A) report the prices at which it sells to the public the unsold Series 2017 Bonds of each maturity allotted to it until it is notified by the Representative or the Underwriter that either the 10"%, test has been satisfied as to the Series 2017 Bonds of that maturity or all Series 2017 Bonds of that maturity have been sold to the public and (13) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Representative or the Underwriter and as set forth in the related pricing wires, (vi) The Underwriters represent that they have not entered into any written contract with any person to form an underwriting syndicate or with any person to participate in the initial sate of the Series 201713ond to the public (including any member of any selling group or any party to a retail distribution agreement relating to the initial offering and sale of the Series 2017 Bonds to the public). (vii) The Underwriters acknowledge that sales of any Series 2017 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; (a) "public" means any person other than an underwriter or a related party; (b) "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 2017 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 2017 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 2017 Bonds to the public), (c) "related party" has the meaning ascribed thereto in Treasury Regulation 1.150-1(b), and includes, but is not limited to, a purchaser of any of the Series 2017 Bonds if the Underwriters and the purchasers 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 25170/014/01241490.DOCv45 Page 868 of 1633 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 (d) "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 Underwriterno later than the earlier of(i) seven (7) business days after the date hereof, or(ii)one (I) business day prior to the Closing date, in order to permit the Underwriters to comply with Rule I5c2'l2 (Hhe "Rule") of the Securities and Exchange Commission (''5EC'')' and the applicable rules of the Municipal Securities Rulemaking Board ("MSRB"), with respect to distribution of the Official Statemei The Senior Managing Underwriter agrees to file the Official Statement with the Electronic Municipal Market Access system ("[MMA") (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. (V 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 an 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 e\ists 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 2017 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 2017 Bonds for all purposes of the Rule and this Purchase Agreement is the date of Closing. In the byevent the written notice described inthe preceding sentence isgiven LheUnd�zvvri�co W the City, such written notice shall specify the date after which no participating 25I70/014/01241490.DOC,46 Page 869 of 1633 unJerx/hter, as such term is defined in the Rule, remains obligated to deliver Official Statements pursuant to paragraph (b)(4) of the Rule. (g) The City hereby approves and authorizes the delivery and distribution of the Preliminary Official Statement dated 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 201 7 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 the Net Revenuesfor thepaymentprincipal i t � Series 2017 Bonds and ep y andinterest on the ereynu sany additional Bonds hereinafter issued under the Bond Resolution (the"Parity Bonds"). (h) 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 onoteria! 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 2017 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 2017 Bonds (the "Continuing Disclosure Agreement") conform to the descriptions thereof set forth in the Official Statement. (c) The City is not in breach of or default under any applicable constitutional provision, law or administrative regulation of the State of Florida or the United States, or any agency or department of either, or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a 25170/014/0124]490.D0[,47 Page 870 of 1633 party or to which the Cit or an of its properties or other is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the gi ing 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 Water and Sewer 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 2017 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 lnstrLiment, and compliance with the provisions on the City's part contained in each, will not conflict with nrconstitute 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 2017 Bonds and the Bond Dcoo|uhmo. (d) As of its date, the Preliminary Official Statement was deemed "final" (except for permitted omksions) b ' the Cit for purposes of paragraph (b)(1) of the Rule. (e) On the date hereof, the Commission is the goserning 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 2017 Bonds to the Underwriters as described herein; to provide funds to finance the 2017 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 Water and Sewer Utility (collectively, the "Rate Instrument"); to enter into this Purchase Agreement, the Escrow Deposit Agreement and the Continuing Disclosure Agreement (collectively, the "Bond Documents"), to issue and deliver the Series 2017 Bonds as provided in this Purchase Agreement and the Bond Resolution, to apply the proceeds of the sale of the Series 2017 Bonds for the purposes described herein and in the Official Statement, to execute and deliver the Bond Documents, and to carry out and cnnsumn,at, 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 2017 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 2017 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 25170/014/01241490.DOC,48 Page 871 of 1633 Resolution relating to the issuance of the Series 2017 Bonds have been comp|ied with or fulfilled, or will be complied with or fulfilled on the date of Closing. (h) Since September 30, 12016[ there has been no material adverse change in the financial position, results of operations or condition, financial or otherwise, of the City or its Water and Sewer Utility other than as disclosed in the Official Statement and the Cit ' 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 2017 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. (1) 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 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 2017 Bonds or the collection of the Net Revenues, pledged to pay the principal of and interest on the Series 2017 Bonds in the manner and to the extent provided in the Bond Resolution, or the application of the proceeds of the Series 2017 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 Water and Sewer Utility or the validity or enforceability of the Series 2017 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 2017 Bonds from gross income for federal income tax purposes; or (v) challenging the City's ownership or operation of the Water and Sewer Utility, nor, to the best knowledge of the City, is there any basis therefor. (I) When duly executed and delivered, the Series 2017 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 25170/014/81241490.DO[v49 Page 872 of 1633 Underwriter may reasonably request to: (i) qualify the Series 2017 Bonds for offer and sale under the "blue skv" 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 2017 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 2017 Bonds; provided that (be [ity will not he 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 iheC]ty 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 information and operating data of the Water and Sewer 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 Water and Sewer Utility at the dates and for the periods indicated. (r) The City will provide to the rating agencies rating the Series 2017 Bonds appropriate periodic credit information necessary for maintaining the ratings on the Series 2017 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 2017 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. 25170014/01241490D0C,410 Page 873 of 1633 (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. 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 , 20I7' 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) [LP ("Bond Counsa['), 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 2017 Bonds, in the form of one typewritten, fully registered bond with a CUSIP identification number thereon for each maturity of the Series 2017 Bonds, duly executed and authenticated and registered in the name of Cede 8z 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 2017 Bonds and pay the purchase price of the Series 2017 Bonds as set forth in Section 1(a) of this Purchase Agreement. SECTION S. 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 max' have been agreed to in writing by the Senior Managing Underwriter; (ii) the proceeds of the sale of the Series 2017 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: I5l7UNI4*lZ4l490.D0C,4l| Page 874 of 1633 0) the opinion of Bond Counsel with respect to the Series 2017 Bonds, dated the date of Closing, substantially in the form attached to the Official Statement as Appendix 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; (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 2017 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 summari7e certain provisions of the Series 2017 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; and (C)the Series 2017 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, LL[ and verified by Integrity Public Finance Consulting PLC, the Refunded Bonds shall not be deemed to be Outstanding. (iii) the opinion of the law Offices o( Steve E. Bullock, P./\, 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 tbut 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, approvals and authorizations necessary for execution and delivery of the Bond Documents, for issuance of the Series 2017 Bonds and 25170/ l4/024l490.D(«Cv4l2 Page 875 of 1633 for execution and delivery of the Official Statement and consummation of the transactions contemplated thereby and hereby; (C) the City has 6/|| legal right, power and authority to pledge and grant a lien on the Net Revenues for the security of the Series 20I7 Bonds on parity and equal status with the Parity Bonds; (D) the Commission has duly adopted the Bond Resolution and duly enacted and/oradopteJ the Rate Instrument and approved the form, execution, distribution and delivery of the Official Statement; (2) the Series 20}7 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 Official Statement with respect to the City (excluding financial, statistical and demographic information and information relating to u]T[' 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 Official Statement (excluding financial, statistical and demographic information (and information relating to DTC) contained as of its date or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (C) except as disclosed in the Official Statement under the caption ". ITIGATION," there iaoo 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 2017 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 Water and Sewer Utility or the pledge of the Net Revenues for the payment of the Series 2017 Bonds in the manner and to the extent provided in the Bond Resolution, nor is there any basis therefor; (H) the execution and delivery of the Bond Documents and the isSuance of the Series 2017 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) 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 25170014/01241490.nOCv413 Page 876 of 1633 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 2017 Project, the refunding of the Refunded Bonds, the Water and Sewer Utility or the Series 2017 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; (vi) a customar signature certificate, dated the date of Closing, signed on behalf of the City by|hc[ityOerk of the City; (vii) evidence satisfactory to the Senior Managing Underwriter that the requirements of Sections 209 and 210 of the Bond Resolution have been satisfied; (viii) letters from [Moody's Investors Service, Inc. (''Moody's^), Fitch Ratings, Inc. ("Fitch") and S&P Global Ratings (^S@,P'') addressed to the Cit ' to the effect that the Series 2017 Bonds have been assigned ratings of ^ ''' '' " and '' ^' respectively, which ratings shall be in effer t as of the Closing date; (ix) a customary authorization and incumbency certificate, dated the date of Closing, signed by authorized officers of the Bond Registrar; (x) 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 2017 Bonds may be sold in compliance with the "blue sky" or securities laws of such jurisdictions; (xi) an executed cops'of the Escrow Deposit Agreement; (xii) an executed copy of the Continuing Disclosure Agreement; (xiii) such additional documents as may be required by the Bond Resolution to be delivered as a condition precedent to the issuance of the Series 2017 Bonds; (xiv) 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; (xv) 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 asAppendixtotheDffido|8txhement; (xvi) 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 25]70/014/01241490.DOC"4]4 Page 877 of 1633 to state a material fact necesar, in order to make the statements made therein, in light of the ci rcu msta ices unde,which thee were made, not misleading; (xvii) the Verification Report of Integrity Public Finance Consulting PLC verifying the mathematical accuracy of the computations contained in the schedu]es prepared b RBC Capital Markets, Inc. with respect to the deteasance of the Series 2000 Bonds and the yield on the Series 2017 Bonds and the securities held under the Escrow Deposit Agreement; and (xviii) 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 he in compliance with the provisions of this Purchase Agreement if, but only if, in the reasonable judgment of the Senior Managing Underwriter and Underwriters' Counsel, they are satisfactory in form and substance. SECTION 6. If the City shall be unable to satisfy the conditions to the Underwriters' obligations contained in this Purchase Agreement or if the Underwriters' obligations are terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and the Underwriters and the City shall have no further obligation hereunder, except that the respective oh)igations 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 inSection I(6). 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 2017 Bonds; printing or copying of closing documents (including the Preliminary Official Statement and the Official Statement) in such reasonable quantities as the Underwriters may request; fees and disbursements of Bond Counsel; fees and disbursements of the City's Financial Advisor;any accounting fees; the Bond Registrar fees; fees of the rating agencies; and 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 2017 Bonds, including, but not limited to, meals, transportation and lodging of the City's employees and representatives; the City's obligations in regard to ,kese expenses survive even if the underlying transaction fails to close or consummate. (b) The Underwriters will pay: (i) the fees and disbursements of Underwriters' Counsel; (ii) all advertising expenses in connection with the public offering of the Series 2017 Bonds; and (iii) the cost of preparing, printing and distributing the Blue Sky and Legal Investment Surveys, if anyand the filing fees required by the "blue sky" laws of various jurisdictions. 25I70/ !4/Dl24l490.DOCv4l5 Page 878 of 1633 SECTION 8. The City acknowledges and agrees that (i) the purchase and sale o/ U`e Series 2017 Bonds pursuant to this Purchase Agreement is an arm's-length commcrrial transaction between the Cite arid the Underwriters; (ii) in connection with such transaction, including the process leading thereto, the Underwriters are acting solely as a principal and not as an agent or a fiduciary of the City; (iii) the Underwriters have neither assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering of the Series 2017 Bonds or the process leading thereto (whether or not the Underwriters, or any affiliate of the Underwriters, have advised or is currently advising the City on other matters) nor has it assumed any other obligation to the City except the obligations expressly set forth in this Purchase Agreement, (iv) the Underwriters have financial and other interests that differ from those of the City; and (v) the City has consulted with its own legal and financial advisors to the extent it deemed appropriate in connection with the offering of the Series 2017 Bonds. 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 U1 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 2017 Bonds which, in the Senior Managing Underwriter's opinion, materially and adversely affects the market price of the Series 2017 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 25170/014/0124/490D0[v416 Page 879 of 1633 price or marketability of the Series 2017 Bonds or the ability of the Underwriters to enforce contracts for the sale of the Series 2017 Bonds. (c) A stop order, ruling, regulation, or official statement by, or on behalf of, the SEC or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering, or sale of obligations of the general character of the Series 2017 Bonds, or the issuance, offering, or sale of the Series 2017 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 2017 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 2017. Bonds, as contemplated hereby or by the Official Statement. (c) 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 2017. 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. (0 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 2017 Bonds or obligations of the general character of the Series 2017 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 25170/014/01241490.DOCv41.7 Page 880 of 1633 disruption in commercial banking or securities settlement or clearance services shall have occurred. (i) Any proceeding shall be pending, or to the knowledge of the Underwriters, threatened, to restrain, enjoin, or otherwise prohibit the issuance, sale, or delivery of the Series 2017 Bonds by the City or the purchase, offering, sale, or distribution of the Series 2017 Bonds by the Underwriters, or for any investigatory or other proceedings under any federal or state securities laws or the rules and regulations of FINRA relating to the issuance, sale, or delivery of the Series 2017 Bonds by the City or the purchase, offering, sale, or distribution of the Series 2017 Bonds by the Underwriters, (j) here 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 2017 Bonds or the ability of the Underwriters to enforce contracts for the sale of the Series 2017 Bonds. ) Prior to Closing, any of the rating agencies which have rated the Series 2017 Bonds shall inform the City or the Underwriters that the Series 2017 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 2017 Bonds or the ability of the Underwriters to enforce contracts of the sale of the Series 2017 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: 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: 25170/014/01241490.D00/418 Page 881 of 1633 Raymond James & Associates, Inc. 880 Carillon Parkway St.Petersburg, Florida 33716 Attention: 8dsyHedJen'9ha&r, &1anagingUirec|or 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 2017 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. [Signature Page to Follow] 25170/014/0I241490.DO[v419 Page 882 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, RAYMOND JAMES & ASSOCIATES, INC., on behalf of itself and STIFEL, NICOLAS & COMPANY, INC. AND LOOP CAPITAL MARKETS LLC By: Name: Betsy Hedden-Shafer Title: Managing Director Accepted and confirmed as of the date first above written: CITY OF MIAMI BEACH,FLORIDA By: Name: Philip Levine Title: Mayor APPROVED AS TO ,FORM LANfu:TtoAGNE ,,,E 9 (1 v,A -'3.---tii-Z7--"f"----rneril_pe Date 25170/014/01241490.DOCv420 Page 883 of 1633 EXHIBIT A (Disclosure and Truth-in-Bonding Statement) S CITY OF MIAMI BEACH, FLORIDA Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017 , 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 Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017 (the "Series 2017 Bonds"), Raymond James & Associates, Inc. (the "Senior Managing Underwriter"), acting on behalf of itself Stifel, Nicolas & Company, Inc. and Loop Capital Markets LLC (collectively, with the Senior Managing Underwriter, the "Underwriters"), has agreed to underwrite a public offering of the Series 2017 Bonds. Arrangements for underwriting the Series 2017 Bonds will include a Bond Purchase Agreement between the City of Miami Beach, Florida (the"City") and the Underwriters which will embody the negotiations in respect thereof(the"Purchase Agreement"). The purpose of this letter is to furnish, pursuant to the provisions of Section 218.385, Florida Statutes, as amended, certain information in respect of the arrangements contemplated for the underwriting of the Series 2017 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 2017 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 2017 Bonds by the Underwriters. (c) The total underwriting spread is 5 (5 /$1,000 of Bonds). (d) The Management Fee is$ ($ /$1,000 of Bonds). (e) The Underwriters'Expenses are$ ($ /51,000 of Bonds). 251.70/014/01241490.DOCv4Exhibit A-1 Page 884 of 1633 <h No other fee, bonus or other compensation has been or will be paid by the Underwriters in connection with the issuance of the Series 2017 Bonds to an ' person not regularly employed or retained by the Underwciters, except Underwriters' Counsel, Bryant Miller Olive P.A., as shown on Schedule A-1 hereto, including any "finder" as defined in Section 218386(I)(a)' Honda Statutes, as amended. (g) l'he names and addresses of the Underwriters are: Raymond James 62.- Associates, Inc, 880 Carillon Parkway St. Petersburg, Florida 337/6 Attention: BeisyHcdden-Sbaf,r Stile), Nicolas & Company, Inc. llINorth Magnolia Avenue, Suite ll75 Orlando, Florida 32801 Attention: Margaret Lezcano Loop Capital Markets I,LC Wall Street Plaia 88 Pine Street, 25th Floor New York, NY |005 Attention: Car|oyDeynoaras (h) The Cit\ is proposing to issue 5 principal amount of the Series 2017 Bonds, as described in the Official Statement dated 2017 relating to the Series 2017 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 2017 Bonds will be $ . Proceeds of the Series 2017 Bonds will provide funds, together with other available funds, to (i) pay the costs of certain improvements to the City's Water and Sewer Utility, (ii) refund the City's outstanding Water and Sewer Revenue Bonds, Series 2000, Water and Sewer Revenue Bonds, 'Taxable Series 200613-2 and Water and Sewer Revenue Bonds, Taxable Series 20064and (iii) pay costs ofissuance c6the Series 20I7Bonds. (i) The anticipated ,source of repayment or security for the Series 2017 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 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 2017 Bonds. [Kennaindernfpageiu\endona|ly|ebblank] 25170/ l4/0 24l490DDCv4Bxhihh A-2 Page 885 of 1633 We understand that you do not require any further disclosure from the Underwriters pursuant to Section 218.385, HoridaStaLoces, as amended. Very Truly Yours, RAYMOND JAMES & ASSOCIATES, INC., on behalf of itself and STIFEL, NICOLAS & COMPANY, INC. AND Loop CAPITAL MARKETS LLc By: Name: SeisyUeJdon-6ha6r Title: Managing Director 25I70014/0 Z4149V.DOC,48shibit&'3 Page 886 of 1633 SCHEDULE"A-1" DETAILED BREAKDOWN OF UNDERWRITERS'DISCOUNT $ CITY OF MIAMI BEACH, FLORIDA Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017 25170/014/01241490.DOCv4Schedule A-1 Page 887 of 1633 EXHIBIT B $ CITY OF MIAMI BEACH, FLORIDA Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017 MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS AND PRICES Serial Bonds Maturity Principal (September 1) Amount Interest Rate Yield Price ?4, %Term Bond Due September 1, ;Yield (/0; Price 25170/014/01241490.DOCv4Exhibit B-1 Page 888 of 1633 Redemption Provisions Optional Redemption [TO COME] Mandatory Sinking Fund Redemption [TO COME] 25170/014/01241490.DOCv4Exhibit B-2 Page 889 of 1633 EXHIBIT C S CITY OF MIAMI BEACH, FLORIDA Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017 ISSUE PRICE CERTIFICATE Raymond James & Associates, Inc. ("Raymond James"), 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 1 1, 2017, for the Issue (the "Sale Price" as applicable to respective Maturities). The aggregate of the Sale Prices of each Maturity is $L I (the "Issue Price").1 [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 I I, 2017, 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) for each Maturity of the Hold-the-Offering-Price Maturities, they would neither offer nor sell any portion of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold-the-offering-price rule"), and (ii) any selling group agreement shall 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, no Underwriter has offered or sold any 25170/014/01241490.DOCv4 B-3 Page 890 of 1633 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 Generl Rule Maturities and the Initial Offering Prices of the Hold-the-Offenng-Price Maturities i»$i (the "Issue Price")] [If the issue price is determined using only the hold-the-offering-price rule in Regulations § 1.148- I(8(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 [_ [ 2017, 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$1 } (the"Issue Price"). (B) As set forth in the Bond Purchase Agreement, the members of the Underwriting Group have agreed in writing that, (i) for each Maturity of the Issue, they would neither offer nor sell any portion of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold-the-offering-price rule"), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any 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, no Underwriter has offered or sold any Maturity of the Issue at a price that is higher than the respective Initial Offering Price for that Maturity of the Issue during the Holding Period.] |(K),(8), oz(C.)1 Definitions. NOTE: If issue price is determined using only the general rule(actual sales of 10%), delete the definimeof"Uo|Jing Period" and "Sale Date,"] |"Ho\ding 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 Datc ([D/\TRD, 20I7, 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. ["SaleDate" 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],20171 "Underwriter" means (i) any person that agrees pursuant to a written contract with the 25170/01401241490.n0Cv4 B-4 Page 891 of 1633 Issuer (orwith 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. Using a methodology acceptable to Bond Counsel, we have calculated the Yield on the Issue to be __________ We understand "Yield" as 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)1. (3) Weighted Average Maturity. Using a methodology acceptable to Bond Counsel, we have calculated the weighted average maturity (defined below) of the Issue to be years, and the remaining weighted average maturity of the Advance Refunded Bonds to be years. We understand the "weighted average maturity" of an issue to be equal to the sum of the products of the issue price of each maturity of the issue and the number of years to the maturity date of the respective maturity (taking into account mandatory but not optional redemptions), divided by the issue price of the entire Issue. (4) Underwriter's Discount. The Underwriter's discount is$ , being the amount by which the aggregate Issue Price (as set forth in paragraph (1)) exceeds the price paid by Raymond James 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.) 25170/014/01241490.DOCv4 B-5 Page 892 of 1633 [(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 Uheyear[s] 2Q_ 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 I% multiplied by the product of their stated redemption price at maturity and the number of complete years to their first optional redemption date. Accordingly, in computing the Yield on the Issue stated in paragraph (2), each such Maturity was treated as retired on its optional redemption date or at maturity to result in the,lowest yield on that Maturity. No Maturity is subject to optional redemption within five years of the Issuance Date of the Issue.] [Or] [(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. 25I70/0I4/01241490.DOa4 B-6 Page 893 of 1633 The signer is an officer of Raymond James and duly authorized to execute and deliver this Certificate of Raymond James for itself and as representative of the Underwriting Group. The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Raymond |acnes's interpretation of any laws, including specifically Sections I03 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) [LP, 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'C' and other federal income tax advice that it may give to the Issuer from time to time relating to the Issue. Except as expressly set forth above, the certifications set forth herein may not be relied upon or used by any third party or for any other purpose. Dated: , 2017 RAYMOND JAMES & ASSOCIATES, INC., ACTING ON BEHALF OF ITSELF AND STIFEL, 0|CUL/\B & COMPANY, INC. AND LOOP CAPITAL MARKETS LLC By: Title: ___-_- ------ 25170/014/0I241490DOCv4 B-7 Page 894 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 yearls1 , and 1."1 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)] 25170/014/01241490.DOCv4Schedule A-1 Page 895 of 1633 DISCLOSURE DISSEMINATION AGENT AGREEMENT This Disclosure Dissemination Agent Agreement (the "Disclosure Agreement"), dated as of . 2017. is executed and delivered by the City of Miami Beach, Florida (the "Issuer") and Digital Assurance Certification, L.L.C., as exclusive Disclosure Dissemination Agent (the "Disclosure Dissemination Agent" or "DAC") for the benefit of the Holders (hereinafter defined) of the Bonds (hereinafter defined) and in order to provide certain continuing disclosure with respect to the Bonds in accordance with Rule 15c2-12 of the United States Securities and Exchange Commission under the Securities Exchange Act of 1934. as the same may be amended from time to time (the "Rule"). The services provided under this Disclosure Agreement solely relate to the execution of instructions received from the Issuer through use of the DAC system and do not constitute "advice" within the meaning of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Act"). DAC will not provide any advice or recommendation to the Issuer or anyone on the Issuer's behalf regarding the "issuance of municipal securities" or any "municipal financial product" as defined in the Act and nothing in this Disclosure Agreement shall be interpreted to the contrary. SECTION 1 . Definitions. Capitalized terms not otherwise defined in this Disclosure Agreement shall have the meaning assigned in the Rule or, to the extent not in conflict with the Rule, in the Official Statement (hereinafter defined). The capitalized terms shall have the following meanings: "Annual Filing Date" means the date, set in Sections 2(a) and 2(f), by which the Annual Report is to he 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 CUSIP numbers relating thereto. "Certification" means a written certification of compliance signed by the Disclosure Representative stating that the Annual Report, Audited Financial Statements, Voluntary Report, Notice Event notice or Failure to File Event notice delivered to the Disclosure Dissemination Agent is the Annual Report, Audited Financial Statements, Voluntary Report, Notice Event notice or Failure to File Event notice required to be submitted to the MSRB under this Disclosure Agreement. A Certification shall accompany each such document submitted to the Disclosure 010-8499-9051/2/AMERICAS Page 896 of 1633 Dissemination Agent by the Issuer and include the full name of the Bonds and the 9-digit CUSIP numbers for all Bonds to which the document applies. "Disclosure Dissemination Agent" means Digital Assurance Certification, 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 (h) 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. 010-8499-9051/2/AMERICAS Page 897 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, 2017. Such date and each anniversary thereof is the Annual Filing Date. The Annual Report may he submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 3 of this Disclosure Agreement. (b) If on the fifteenth (15th) day prior to the Annual Filing Date, the Disclosure Dissemination Agent has not received a copy of the Annual Report and Certification, the Disclosure Dissemination Agent shall contact the Disclosure Representative by telephone and in writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the Annual Report pursuant to Section 2(a). Upon such reminder, the Disclosure Representative shall either (i) provide the Disclosure Dissemination Agent with an electronic copy of the Annual Report and the Certification no later than two (2) business days prior to the Annual Filing Date. or (ii) instruct the Disclosure Dissemination Agent in writing that the Issuer will not be able to file the Annual Report within the time required under this Disclosure Agreement, state the date by which the Annual Report for such year will be provided and instruct the Disclosure Dissemination Agent that a Failure to File Event has occurred and to immediately send a notice to the MSRB in substantially the form attached as Exhibit B. (c) If the Disclosure Dissemination Agent has not received an Annual Report and Certification by 10:00 a.m. Eastern time on the Annual Filing Date (or, if such Annual Filing Date falls on a Saturday', Sunday or holiday, then the first business day thereafter) for the Annual Report, a Failure to File Event shall have occurred and the Issuer irrevocably directs the Disclosure Dissemination Agent to immediately send a 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. 3 010-8499-9051/2/AMERICAS Page 898 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 tile each Annual Report received under Sections 2(a) and 2(b) with the MSRB; (iii) upon receipt, promptly file each of the unaudited financial statements and each of the Audited Financial Statements received under Section 2(d) with the MSRB; (iv) upon receipt, promptly file the text of each Notice Event received under Sections 4(a) and 4(b)(ii) with the MSRB, identifying the Notice Event as instructed by the Issuer pursuant to Section 4(a) or 4(b)(ii) (being any of the categories set forth below) when filing pursuant to the Section of this Disclosure Agreement indicated: . "Principal and interest payment delinquencies," pursuant to Sections 4(c) and 4(a)(1); "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)(I 0); 4 010-8499-9051/2/AMERICAS Page 899 of 1633 I I. "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(012); 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(a)(14). (v) upon receipt (or irrevocable direction pursuant to Section 2(c) of this Disclosure Agreement, as applicable), promptly file a completed copy of Exhibit B to this Disclosure Agreement with the MSRB, identifying the tiling as "Failure to provide annual information as required" when filing pursuant to Section 2(b)(ii) or Section 2(c) of this Disclosure Agreement; (vi) upon receipt, promptly file the text of each Voluntary Report received under Section 7 with the MSRB; and (vii) provide the Issuer evidence of the filings of each of the above when made, which shall be by means of the DAC system, for so long as DA.0 is the Disclosure Dissemination Agent under this Disclosure Agreement. The Issuer may adjust the Annual Filing Date upon change of its Fiscal Year by providing written notice of such change and the new Annual Filing Date to the Disclosure Dissemination Agent and the MSRB, provided that the period between the existing Annual Filing Date and new Annual Filing Date shall not exceed one year. (g) Any Information received by the Disclosure Dissemination Agent before 6:00 p.m. Eastern time on any business day that it is required to file with the MSRB pursuant to the terms of this Disclosure Agreement and that is accompanied by a Certification and all other information required by the terms of this Disclosure Agreement will be filed by the Disclosure Dissemination Agent with the MSRB no later than 11:59 p.m. Eastern time on the same business day; provided, however, the Disclosure Dissemination Agent shall have no liability for any delay in filing with the MSRB if such delay is caused by a Force Majeure Event, provided that the Disclosure Dissemination Agent uses reasonable efforts to make any such filing as soon as possible. SECTION 3. Content of Annual Reports. (a) Each Annual Report shall contain the following Annual Financial Information with respect to the Water and Sewer Utility for the prior Fiscal Year: the information in the Official Statement under the captions 010-8499-9051/2/AMERICAS Page 900 of 1633 Audited Financial Statements prepared in accordance with generally accepted accounting principles ("GAAP") will be included in the Annual Report, but may be provided in accordance with Section 2(d). Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues with respect to which the Issuer is an Obligated Person, which have been previously filed with the Securities and Exchange Commission or available to the public on the MSRB Internet Website. If the document incorporated by reference is a final official statement, it must be available from the MSRI3. The Issuer will clearly identify each such document so incorporated by reference. Any Annual Financial Information containing modified operating data or financial information is required to explain, in narrative form, the reasons for the modification and the impact of the change in the type of operating data or financial information being provided. SECTION 4. .Reportinc of Notice Events. (a) The occurrence of any of the following events with respect to the Bonds constitutes a Notice Event: I. 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. I3ond calls, if material, and tender offers; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Bonds, if material; 6 010-8499-9051/2/AMER[CAS Page 901 of 1633 11. Rating changes on the Bonds; 12. Bankruptcy, insolvency, receivership or similar event of the Obligated Person; Note: Jar the purposes of the event identified in this subsection-1taff I 2), the event is considered to occur when any of the,fitllowing occur: the appointment of a receiver,fiscal agent or Sandalofficer for an Obligated Person in a proceeding under the CIS. Bankruptcy Code or in ally other proceeding under state or federal law in which a court or governmental(minority has as.smmedjurisdiction over substantially all of the assets or business of the Obligated Per.VOn, oi ifSlid] l'71rLycliction has been assumed by leaving the existing governmental bode and officials or officers in possession but subject to the supervision and orders of a cowl or gos ernmental. authority, or the en/ii of all Order COOrillaig a phial of reorganization, arrangement Or liquidation by a court or governmeinalauthority having supetTision or jurjsdiction 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 Bent Such notice shall instruct the Disclosure Dissemination Agent to report the occurrence pursuant to subsection (c) of this Section 4 and shall be accompanied by a Certification. Such notice or Certification shall identify the Notice Event that has occurred (which shall be any of the categories set forth in Section 2(e)(iv) of this Disclosure Agreement), include the text of the disclosure that the Issuer desires to make, contain the written authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such information, and identify the date the Issuer desires for the Disclosure Dissemination Agent to disseminate the information (provided that such date is not later than the tenth (10th) business day after the occurrence of the Notice Event). (b) The Disclosure Dissemination Agent is under no obligation to notify the Issuer or the Disclosure Representative of an event that may constitute a Notice Event. In the event the Disclosure :Dissemination Agent so notifies the Disclosure Representative, the Disclosure Representative will within two business days of receipt of such notice (but in any event not later than the tenth (10th) business day after the occurrence of the Notice Event, if the Issuer determines that a Notice Event has occurred), instruct the Disclosure Dissemination Agent that (i) a Notice Event has not occurred and no filing is to be made or (ii) a Notice Event has occurred and the Disclosure Dissemination Agent is to report the occurrence pursuant to Section 4(c), 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 7 010-8499-9051/2/AMERICAS Page 902 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 file a notice of such occurrence with the MSRB in accordance with Section 2(e)(iv) hereof. SECTION 5. CUSH' Numbers. Whenever providing information to the Disclosure Dissemination Agent. including but not limited to Annual Reports, documents incorporated by reference to the Annual Reports, Audited Financial Statements, notices of Notice Events, Failure to File Events and Voluntary Reports filed pursuant to Section 7(a). the Issuer shall indicate the full name of the Bonds and the 9-digit CUSH' numbers for the Bonds as to which the provided information relates. SECTION 6. Additional Disclosure Obligations. The Issuer acknowledges and understands that other state and federal laws, including but not limited to the Securities Act of 1933 and Rule lOb-5 promulgated under the Securities Exchange Act of 1934, may apply to the issuer, and that the failure of the Disclosure Dissemination Agent to so advise the Issuer shall not constitute a breach by the Disclosure Dissemination Agent of any of its duties and responsibilities under this Disclosure Agreement. The Issuer acknowledges and understands that the duties of the Disclosure Dissemination Agent relate exclusively to execution of the mechanical tasks of disseminating information as described in this Disclosure Agreement. SECTION 7. Voluntary Reports. (a) The Issuer may instruct the Disclosure Dissemination Agent to .file information with the MSRB, from time to time pursuant to a Certification of the Disclosure Representative accompanying such information (a "Voluntary Report"). (b) Nothing in this Disclosure Agreement shall he 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 n.o 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 8 010-8499-9051/2/AmERKAs Page 903 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 or 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 be 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 verify any Information or any other information, disclosures or notices provided to it by the Issuer and shall not be deemed to be acting in any fiduciary capacity for the Issuer, the Holders of the Bonds or any other party. The Disclosure Dissemination Agent shall have no responsibility for the Issuer's failure to report to the Disclosure Dissemination Agent a Notice Event or a duty to determine the materiality thereof. The Disclosure Dissemination Agent shall have no duty to determine, or liability for failing to determine, whether the issuer has complied with this Disclosure Agreement. The Disclosure Dissemination Agent may conclusively rely upon certifications of the Issuer at all times. 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. 9 010-8499-9051/2/AMERICAS Page 904 of 1633 (b) Ihe 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 he payable by the Issuer. (c) All documents, reports, notices, statements, information and other materials provided to the MSRB under this Disclosure Agreement shall be provided in an electronic format and accompanied by identifying information as prescribed by the MSRB. SECTION 12. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Issuer and the Disclosure Dissemination Agent may amend this Disclosure Agreement and any provision of this Disclosure Agreement may be waived, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws acceptable to both the Issuer and the Disclosure Dissemination Agent to the effect that such amendment or waiver does not materially impair the interests of hfolders 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 he 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. 10 010-8499-9051/2/AMERICAS Page 905 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 APPROVED AS TO FORM &LANGUAGE &FOR EXECUTION r , •,\ o\-/ 615\q, City A ornry /me 11 010-8499-9051/2/AMERICAS Page 906 of 1633 EXHIBIT A NAME AND CUSIP NUMBERS OF BONDS Name of Issuer: City of Miami Beach. Honda Obligated Person: City of Miami Beach. Florida Name of Bond Issue: Water and Sewer Revenue and Revenue Refunding Bonds. Series 2017 Date of Issuance: 2017 Date of Official Statement: , 2017 CUSIP Numbers: A-1 010-84999051/2/AMERICAS Page 907 of 1633 EXHIBIT B NOTICE TO NISRB OF FAILURE TO FILE ANNUAL REPORT Issuer: City of Miami Beach, Honda Obligated Person: City of Miami Beach, Florida Name of Bond Issue: Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017 Date of Issuance: , 2017 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 , 2017, between the Issuer and Digital Assurance Certification, LL.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-1 010-8499-9051/2IAMERICAS Page 908 of 1633 AGENDA DRAFT II PRELIMINARY 0111C! 1. S I VrEVIEN'1 DATED , /017 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 2017 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 2017 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 2017 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 2017 Bonds, see the discussion under the heading "TAX MATTERS" herein. $112,040,000* CITY OF MIAMI BEACH, FLORIDA WATER AND SEWER REVENUE AND REVENUE REFUNDING BONDS, SERIES 2017 Dated: Date of Delivery Due: September 1, as shown on inside cover page The City of Miami Beach, Florida Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017 (the "Series 2017 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 2017 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 2017 Bonds. Purchasers will not receive certificates representing their ownership interests in the Series 2017 Bonds purchased. See "DESCRIPTION OF THE SERIES 2017 BONDS - Book-Entry Only System" herein. Interest on the Series 2017 Bonds will accrue from their date of delivery and will be payable on March 1, 2018 and semiannually on each September 1 and March 1 thereafter. U.S. Bank National Association, Jacksonville, Florida, will serve as the initial bond registrar and paying agent (collectively, the "Bond Registrar") for the Series 2017 Bonds. While the Series 2017 Bonds are registered through the DTC book-entry only system, principal of and interest on the Series 2017 Bonds will be payable by the Bond Registrar to DTC. The Series 2017 Bonds are being issued for the purpose of providing funds to (i) finance the Cost of acquiring, constructing and equipping Improvements to the Water and Sewer Utility constituting the Series 2017 Project, including permissible reimbursement to the City of any moneys previously advanced by the City to pay Costs of the Series 2017 Project (as described herein); (ii) together with other legally available moneys of the City, provide for (a) the current refunding and defeasance of all* of the City of Miami Beach, Florida Water and Sewer Revenue Bonds, Series 2000 (the "Series 2000 Bonds"), which will be outstanding immediately prior to issuance of the Series 2017 Bonds in the aggregate principal amount of$30,830,000, (b) the prepayment and defeasance of all* of the City of Miami Beach, Florida Water and Sewer Revenue Bonds, Taxable Series 2006B-2, which will be outstanding immediately prior to issuance of the Series 2017 Bonds in the aggregate principal amount of $11,895,000, and (c) the prepayment and defeasance of all* of the City of Miami Beach, Florida Water and Sewer Revenue Bonds, Taxable Series 2006E, which will be outstanding immediately prior to issuance of the Series 2017 Bonds in the aggregate principal amount of$5,700,000 (collectively, the "Refunded Bonds"); and (iii) pay costs Page 909 of 1633 related to the issuance of the Series 2017 Bonds and the defeasance, refunding, prepayment and redemption, as applicable, of the Refunded Bonds. See "INTRODUCTION" and "PURPOSE OF THE ISSUE" herein. The Series 2017 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 Water and Sewer Utility and certain other 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 Series 2009 Bonds and any other Bonds which shall remain Outstanding subsequent to issuance of the Series 2017 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 2017 Bonds and the Series 2017 Bonds shall not be secured by, or entitled to any benefit from, amounts, Reserve Account Insurance Policies or Reserve Account Letters of Credit that may be held in the Reserve Account or any subaccount therein for the benefit of other Bonds that may be issued and Outstanding under the Bond Resolution (as such terms are defined herein). Assuming all of the Refunded Bonds are refunded or prepaid and defeased, as applicable, upon issuance of the Series 2017 Bonds, no amounts will be held in the Reserve Account for the benefit of Bonds Outstanding under the Bond Resolution. See "INTRODUCTION" and "SECURITY AND SOURCES OF PAYMENT" herein. The Series 2017 Bonds are subject to optional and mandatory sinking fund redemption prior to maturity as described herein. See "DESCRIPTION OF THE SERIES 2017 BONDS - Redemption Provisions" herein. THE CITY IS OBLIGATED TO PAY THE PRINCIPAL OF AND INTEREST ON THE SERIES 2017 BONDS SOLELY FROM THE PLEDGED REVENUES. THE SERIES 2017 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 2017 BONDS. ISSUANCE OF THE SERIES 2017 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 2017 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, including the Appendices, to obtain information essential to the making of an informed investment decision. The Series 2017 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 2017 Bonds. It is expected that Page 910 of 1633 the Series 2017 Bonds will be available for delivery through DTC in New York, New York on or about 2017. Raymond James Loop Capital Markets Stifel, Nicolaus & Company, Incorporated Dated: , 2017 * Preliminary, subject to change. Red herring: This' Preliminary Official Statement !117(1 111C irrlor'rruutior7 c0r7taiucvl 11e1C117 aa•e .Subt'ec1 to (1111 nchncnt and completion without notice. The Series 2017 Bondy may not be sold and offers to bur may not be accepted prior 10 the time the Official Statement is clelirered in final form. ('rrcaar circunlstanc'es shall Preiminary 011icial Statement constitute an oiler ro sell or the ()fan o/jc'y to htn', nor shall there be ant'.5'a/c of the Series 2017 Bonds in ani'jurisdic1icu7 in it'l71e'l1 such o/Jer, solrc'itcrtion or,ralc> would he unlawi liil prior'lo regist'ratuart or qualification under the securities laws °lour such jurisdiction. Page 911 of 1633 MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, PRICES,YIELDS AND INITIAL CUSIP NUMBERS*t $ Series 2017 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 912 of 1633 $ Series 2017 Term Bonds $ % Series 2017 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 913 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. Hazen and Sawyer,P.C. Miami,Florida Hollywood, Florida Feasibility Consultant Independent Auditor Public Resources Management Group, Inc. Crowe Horwath LLP Maitland, Florida Fort Lauderdale,Florida Page 914 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 2017 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 2017 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 2017 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 2017 BONDS FROM REGISTRATION OR QUALIFICATION IN CERTAIN STATES CANNOT BE REGARDED AS Page 915 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 2017 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 2017 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 2017 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 2017 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 916 of 1633 TABLE OF CONTENTS Page INTRODUCTION 1 PURPOSE OF THE ISSUE. 2 General. 2 Series 2017 Project. 2 Plan of Refunding. 3 ESTIMATED SOURCES AND USES OF FUNDS 5 DESCRIPTION OF THE SERIES 2017 BONDS 6 General. 6 Redemption Provisions. 6 Book-Entry-Only System 8 Discontinuance of Book-Entry Only System 10 SECURITY AND SOURCES OF PAYMENT 10 General. 10 Flow of Funds. 12 Reserve Account. 13 Rate Covenant. 14 Additional Bonds 15 Refunding Bonds 17 Limited Liability. 17 Other Parity Indebtedness. 17 Subordinated Indebtedness. 18 Modifications or Supplements to Resolution 18 DEBT SERVICE SCHEDULE 19 WATER AND SEWER UTILITY. 20 General. 20 Public Works Department. 20 Water System 23 Sewer System. 31 Capital Improvement Plan. 36 Customers. 39 Rates,Fees and Charges. 46 Historical and Projected Operating Results. 50 FINDINGS AND CONCLUSIONS OF THE ENGINEERING REPORT AND THE FEASIBILITY REPORT. 53 Opinions of the Series 2017 Consulting Engineer 53 Opinions of the Feasibility Consultant 54 TAX MATTERS 55 General. 55 Risk of Future Legislative Changes and/or Court Decisions. 57 Original Issue Discount and Original Issue Premium. 57 PENSION AND OTHER POST EMPLOYMENT BENEFITS. 58 Defined Benefit Plans. 58 Other Retirement and Compensation Plans. 66 Other Post Employment Benefits 67 FINANCIAL STATEMENTS 70 CONTINUING DISCLOSURE 70 LITIGATION. 71 Page 917 of 1633 LEGAL MATTERS. 71 ENFORCEABILITY OF REMEDIES. 72 RATINGS. 72 UNDERWRITING. 73 VERIFICATION OF MATHEMATICAL COMPUTATIONS. 73 EXPERTS. 73 FINANCIAL ADVISOR 74 CONTINGENT FEES 74 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY LAWS. 74 AUTHORIZATION CONCERNING OFFICIAL STATEMENT. 74 MISCELLANEOUS. 75 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 Engineering Report for the Issuance of Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017 B-1 APPENDIX C - City of Miami Beach,Florida Financial Feasibility Report for the Issuance of Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017. 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 918 of 1633 OFFICIAL STATEMENT relating to $112,040,000* CITY OF MIAMI BEACH,FLORIDA WATER AND SEWER REVENUE AND REVENUE REFUNDING BONDS, SERIES 2017 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 water transmission and distribution system and sewage collection and transmission system, each of which is owned and operated by the City (collectively, the "Water and Sewer Utility"), and the sale by the City of its $112,040,000* aggregate principal amount of Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017 (the "Series 2017 Bonds"). The Series 2017 Bonds are being issued pursuant to the Constitution and laws of the State of Florida, including Chapter 166, 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. 95-21585 adopted by the Mayor and City Commission of the City (collectively,the"City Commission") on May 17, 1995 (the"Bond Resolution") and Resolution No. 2017- adopted by the City Commission on October , 2017 (the "Series 2017 Resolution" and, collectively with the Bond Resolution, the "Resolution"). For a complete description of the terms and conditions of the Series 2017 Bonds, and the provisions of the Resolution, see "APPENDIX E - The Resolution." The Series 2017 Bonds will be issued in book-entry only form and purchasers of the Series 2017 Bonds will not receive certificates representing their interest in the Series 2017 Bonds purchased. The Series 2017 Bonds will contain such other terms and provisions,including provisions regarding redemption, as described in "DESCRIPTION OF THE SERIES 2017 BONDS" herein. The City has previously issued pursuant to the Bond Resolution its (i) $54,310,000 original principal amount of City of Miami Beach, Florida Water and Sewer Revenue Bonds, Series 2000 (the "Series 2000 Bonds"), $30,830,000 of which are currently Outstanding; (ii) $18,300,000 original principal amount of City of Miami Beach, Florida Water and Sewer Revenue Bonds, Taxable Series 2006B-2 (the "Series 2006B-2 Bonds"), $11,895,000 of which are currently Outstanding; (iii) $5,700,000 original principal amount of City of Miami Beach, Florida Water and Sewer Revenue Bonds, Taxable Series 2006E (the "Series 2006E Bonds"), all of which are currently Outstanding; (iv) $13,590,000 original principal amount of City of Miami Beach, Florida Water and Sewer Revenue Refunding Bonds, Taxable Series 2009J-1A(the"Series 2009J-1A Bonds"),$11,095,000 of which are currently Outstanding;(v)$10,000,000 original principal amount of City of Miami Beach, Florida Water and Sewer Revenue Refunding Bonds, Taxable Series 2009J-1B (the "Series 2009J-1B Bonds"), all of which are currently Outstanding; and ; (vi) $30,000,000 original principal amount of City of Miami Beach, Florida Water and Sewer Revenue Bonds, Taxable Series 2009J-1C (the "Series 2009J-1C Bonds"), all of which are currently Outstanding. The Series 2009J-1A Bonds, Series 2009J-1B Bonds and the Series 2009J-1C Bonds are collectively referred to herein as the "Outstanding Bonds." The Series 2017 Bonds, the Outstanding Bonds and any Additional Bonds and Refunding Bonds hereafter issued are collectively referred to herein as the "Bonds." * Preliminary, subject to change. Page 919 of 1633 The principal of and interest on the Series 2017 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 2017 Bonds and the Series 2017 Bonds shall not be secured by, or entitled to any benefit from,amounts,Reserve Account Insurance Policies or Reserve Account Letters of Credit that may be held in the Reserve Account or any subaccount therein for the benefit of other Bonds that may be issued and Outstanding under the Bond Resolution. Assuming all of the Refunded Bonds are refunded or prepaid and defeased, as applicable, upon issuance of the Series 2017 Bonds, no amounts will be held in the Reserve Account for the benefit of Bonds Outstanding under the Bond Resolution. See "PURPOSE OF THE ISSUE - Plan of Refunding" and "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 2017 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 meaning ascribed to such terms in the Resolution. See "APPENDIX E - The Resolution." PURPOSE OF THE ISSUE General The Series 2017 Bonds are being issued for the purpose of providing funds to (i) finance the Cost of certain capital improvements currently contemplated as part of the City's five-year program to upgrade the facilities and enhance the effectiveness and reliability of the Water and Sewer Utility(the "Series 2017 Project"), including permissible reimbursement to the City of any moneys previously advanced by the City to pay such Costs, as more particularly described below in "PURPOSE OF THE ISSUE - Series 2017 Project;" (ii) together with other legally available moneys of the City, provide for(a) the current refunding and defeasance of all* of the Outstanding Series 2000 Bonds, (b) the prepayment and defeasance of all* of the Outstanding Series 2006B-2 Bonds, and (c) the prepayment and defeasance of all* of the Outstanding Series 2006E Bonds (collectively, 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 2017 Bonds and the defeasance, refunding, prepayment and redemption, as applicable, of the Refunded Bonds. See "ESTIMATED SOURCES AND USES OF FUNDS" herein. Series 2017 Project The improvements constituting the Series 2017 Project are part of the additions, repairs and upgrades included in the City's current five year capital improvement plan for the Water and Sewer Utility. * Preliminary, subject to change. 2 Page 920 of 1633 • Such capital improvement plan includes improvements needed to repair or replace aging equipment and infrastructure as well as upgrades expected to be required to satisfy the City's obligations under a County Consent Decree, as described in the Engineering Report (as hereinafter defined). See "WATER AND SEWER UTILITY- Sewer System - Government Regulations - Local Regulatory Requirements" herein. The improvements comprising the Series 2017 Project generally include the following: (i) Repair, replace or install: (a) water distribution systems (including but not limited to pipes, valves, fittings, hydrants, meters and hangers); (b) wastewater collection systems (including but not limited to pipes, manholes and clean outs); (c) water transmission systems (including but not limited to booster stations, tanks, pipes, valves, fittings, hangers and meters); and (d) wastewater transmission systems (including but not limited to pump stations, lift stations, pipes, valves, fittings, hangers and meters); (ii) Acquire or upgrade: (a) Supervisory Control And Data Acquisition (SCADA) systems; (b) Programmable Logic Control systems; and (c) Automatic Meter Reading systems; (iii) Reconstruct surface improvements incidental to work listed above (including but not limited to streets, sidewalks, curbs, landscape and lighting); and (vi) Any additional improvements to the Water and Sewer Utility that the City Commission may approve by resolution as part of the Series 2017 Project in addition to and/or in lieu of one or more of the Improvements described above. For a more detailed discussion of the specific improvements expected to be implemented as part of the Series 2017 Project and the estimated Cost of such improvements, see "WATER AND SEWER UTILITY - Capital Improvement Plan" herein and "APPENDIX B - City of Miami Beach, Florida Engineering Report for the Issuance of Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017," including, in particular, "Capital Improvement Plan" in the Engineering Report. The portion of the proceeds of the Series 2017 Bonds that is to be used to pay the Costs of the Series 2017 Project will be deposited into the Series 2017 Construction Account established under the Series 2017 Resolution. Until withdrawn to pay Costs of the Series 2017 Project in accordance with the Resolution, the proceeds of the Series 2017 Bonds deposited into the Series 2017 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 2017 Bonds. Plan of Refunding A portion of the proceeds of the Series 2017 Bonds, together with other legally available moneys of the City, will be used to provide for (i) the current refunding and defeasance of the Outstanding Series 2000 Bonds and (ii) the prepayment and defeasance of the Outstanding Series 2006B-2 Bonds and the Outstanding Series 2006E Bonds (collectively, the "Series 2006 Bonds"). The City will provide for the Series 2000 Bonds to be redeemed on , 20 and for the Series 2006 Bonds to be 3 Page 921 of 1633 prepaid on , 20 , each at a redemption price equal to one hundred percent (100%) of the principal amount of the Refunded Bonds to be redeemed or prepaid, as applicable, without premium, plus any unpaid interest due on the Refunded Bonds on such redemption date. To effect the current refunding of the Series 2000 Bonds, the City will enter into an Escrow Deposit Agreement(the"Escrow Deposit Agreement") on or prior to the delivery of the Series 2017 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 2017 Bonds, the City will deposit a portion of the proceeds of the Series 2017 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 2017 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 be sufficient to pay the principal of and interest due on the Series 2000 Bonds to and including , 20 , on which date the Series 2000 Bonds will be redeemed. To effect the prepayment of the Series 2006 Bonds, the City will enter into a First Supplemental Loan Agreement among the City,the City of Gulf Breeze,Florida("Gulf Breeze")and U.S. Bank,National Association (the "Trustee") relating to the Outstanding Series 2006B-2 Bonds and a First Supplemental Loan Agreement among the City, Gulf Breeze and the Trustee relating to the Outstanding Series 2006E Bonds, each First Supplemental Loan Agreement (collectively, the "Gulf Breeze Loan Amendments") to be executed and delivered on or prior to the delivery of the Series 2017 Bonds. Pursuant to the terms of the Gulf Breeze Loan Amendments, on the date of issuance of the Series 2017 Bonds, the City will deposit a portion of the proceeds of the Series 2017 Bonds, together with other legally available moneys of the City, with the Trustee to provide for payment of the principal of and interest due on the Series 2006B-2 Bonds and the Series 2006E Bonds,respectively, to and including , 20 , on which date the Series 2006 Bonds will be prepaid. Subsequent to the deposit of moneys into the Escrow Deposit Trust Fund, the investment of such moneys in accordance with the Escrow Deposit Agreement, and the deposit of moneys with the Trustee, each as described above, in the opinion of Bond Counsel, rendered (with respect to the Series 2000 Bonds) 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 2017 Bonds. The Refunded Bonds shall consist of the following: Series 2000 Bonds* Maturity Principal Maturity Principal (September 1) Amount (September 1) Amount 2025 $7,660,000 2030 $14,610,000 2027 8,560,000 * Term Bonds. 4 Page 922 of 1633 Series 2006B-2 Bonds Maturity Principal Maturity Principal (December 1) Amount (December 1) Amount 2017 $,4,095,000 2019 $3,515,000 2018 4,285,000 Series 2006E Bonds Maturity Principal Maturity Principal (December 1) Amount (December 1) Amount 2019 $ 995,000 2020 $4,705,000 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 2017 Bonds: Sources of Funds Par Amount of Series 2017 Bonds $ Net Original Issue Premium/Discount Other Legally Available Moneys(') Total Estimated Sources of Funds $ Uses of Funds Deposit to Series 2017 Construction Account(2)$ Deposit to Escrow Deposit Trust Fund(3) Deposit to Prepay Series 2006 Bonds(3) Deposit to Series 2017 Cost of Issuance Accountm 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 2017 Project" herein. (3) See "PURPOSE OF THE ISSUE - Plan of Refunding" herein. (4) To pay certain costs of issuance of the Series 2017 Bonds and the defeasance, refunding, prepayment and redemption,as applicable,of the Refunded Bonds,including,without limitation,printing costs and fees of bond counsel,disclosure counsel,the financial advisor,the rating agencies,the Series 2017 Consulting Engineer and the Feasibility Consultant. [Remainder of page intentionally left blank] 5 Page 923 of 1633 • DESCRIPTION OF THE SERIES 2017 BONDS General The Series 2017 Bonds will be dated their date of delivery. The Series 2017 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 2017 Bonds is payable semiannually commencing on March 1, 2018 and on each September 1 and March 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, Jacksonville,Florida,to serve as the paying agent and as the bond registrar for the Series 2017 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 2017 Bonds, or the date fixed for redemption of the Series 2017 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 or the 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 2017 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"). Purchases of beneficial interests in the Series 2017 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 2017 Bonds shall be in book-entry-only form, the principal of and interest on the Series 2017 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 2017 BONDS - Book-Entry Only System" herein. Redemption Provisions Optional Redemption The Series 2017 Bonds maturing on or before September 1, 20 are not subject to redemption prior to maturity. The Series 2017 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 2017 Bonds to be redeemed, together with accrued interest to the date fixed for redemption and without premium. Mandatory Sinking Fund Redemption The Series 2017 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: 6 Page 924 of 1633 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 signed by the Chief Financial Officer (a) shall be filed with the Bond Registrar and (b) shall be mailed by the Bond Registrar, first class mail, postage prepaid, to all registered owners of Series 2017 Bonds (which, so long as DTC shall act as securities depository for the Series 2017 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 2017 Bonds are to be redeemed, the numbers or other distinguishing marks of such Series 2017 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 and payable upon each of the Series 2017 Bonds to be redeemed the redemption price or the specified portions thereof in the case of Series 2017 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 2017 Bonds or portions thereof so redeemed. In the case of an optional redemption of the Series 2017 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 2017 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 2017 Bonds so called for redemption shall become and be due and payable at the redemption price provided for redemption of such Series 2017 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 2017 Bonds to be redeemed, all as provided in the Resolution, interest on the Series 2017 Bonds so called for redemption shall cease to accrue, such Series 2017 Bonds shall cease to be entitled to any lien, benefit or security under the Resolution, and the Holders or registered owners of such Series 2017 Bonds 7 Page 925 of 1633 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 2017 Bonds,payment of the principal of and interest on the Series 2017 Bonds to DTC Participants or Beneficial Owners (as such terms are hereinafter defined) of the Series 2017 Bonds, confirmation and transfer of beneficial ownership interest in the Series 2017 Bonds and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners of the Series 2017 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 2017 Bonds. The Series 2017 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 2017 Bond certificate will be issued for each maturity of the Series 2017 Bonds, each in the aggregate principal amount of such maturity, as set forth on the inside cover page of this Official Statement, and will be deposited with DTC. DTC, the world's largest depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over one hundred(100) countries that its participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers,banks,trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly("Indirect Participants" and, together with Direct Participants, "DTC Participants"). DTC has a S&P Global Ratings, a division of Standard&Poor's Financial Services LLC, rating of AA+. The DTC rules applicable to the DTC Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of Series 2017 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2017 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2017 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 2017 Bonds 8 Page 926 of 1633 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 2017 Bonds, except in the event that use of the book-entry system for the Series 2017 Bonds is discontinued. To facilitate subsequent transfers, all Series 2017 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 2017 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 2017 Bonds. DTC has no knowledge of the actual Beneficial Owners of the Series 2017 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2017 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 2017 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2017 Bonds, such as redemptions, defaults and proposed amendments to the documents securing the Series 2017 Bonds. For example, Beneficial Owners of the Series 2017 Bonds may wish to ascertain that the nominee holding the Series 2017 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Bond Registrar and request that copies of notices are provided directly to them. Redemption notices shall be sent by the Bond Registrar to DTC. If less than all of the Series 2017 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 2017 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 2017 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the Series 2017 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. 9 Page 927 of 1633 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 2017 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 2017 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 2017 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 2017 BONDS,AS NOMINEE OF DTC, REFERENCES IN THIS OFFICIAL STATEMENT TO THE BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2017 BONDS SHALL MEAN CEDE & CO., AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2017 BONDS. Discontinuance of Book-Entry Only System In the event the City determines that it is in the best interest of the Beneficial Owners to obtain Series 2017 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 2017 Bond certificates. In such event, the City shall prepare and execute, and the Bond Registrar shall authenticate, transfer and exchange, Series 2017 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 2017 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 2017 Bond certificates as described herein. In the event Series 2017 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 2017 Bonds to any DTC Participant having Series 2017 Bonds credited to its DTC account; or(ii)to arrange for another securities depository to maintain custody of certificates evidencing the Series 2017 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 10 Page 928 of 1633 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 2017 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 2017 Bonds and the Series 2017 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 aubaccount therein for the benefit of any other Bonds that may be issued and Outstanding under the Bond Resolution. With respect to the Series 2017 Bonds, there will be no Special Assessments or Impact Fees available to pay principal of or interest on the Series 2017 Bonds. Therefore, as applied to the Series 2017 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 Water and Sewer Utility, including the income derived by the City from the from the sale of water produced, treated or distributed by, or the collection, transmission, treatment or disposal of wastewater by the Water and Sewer Utility, any proceeds of use and occupancy insurance on the Water and Sewer 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 Water and Sewer 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 Water and Sewer 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, all payments due to the County for the services WASD provides to the City in connection with the Water and Sewer Utility, any reasonable payments to pension or retirement funds properly chargeable to the Water and Sewer 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 Water and Sewer Utility, any taxes which may be lawfully imposed on the Water and Sewer 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 Water and Sewer Utility under the provisions of the Bond Resolution or by law, including any amounts required from time to time to pay arbitrage rebate under the Code to the United States of America directly or to fund the Arbitrage Rebate Fund, but shall not include any reserves for extraordinary maintenance or repair, or any 11 Page 929 of 1633 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 "Water and Sewer Enterprise 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 Water and Sewer Utility into the Enterprise Fund. Not later than the twentieth (20`h) 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 (1/6) of the amount 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 (beginning with the month following the month in which such delivery takes place) 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 (in addition to 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; 12 Page 930 of 1633 (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 2017 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 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. No Deposit for Series 2017 Bonds The Series 2017 Resolution provides that, notwithstanding anything to the contrary contained in the Bond Resolution (i) the Series 2017 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 2017 Bonds shall be $0.00. As a result, the Series 2017 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 other Bonds issued and Outstanding under the Bond Resolution. The only Bonds currently secured by the Reserve Account are the Outstanding Series 2000 Bonds and the Outstanding Series 2006 Bonds. Assuming all of the Refunded Bonds are refunded or prepaid and defeased, as 13 Page 931 of 1633 applicable, upon issuance of the Series 2017 Bonds, no amounts will be held in the Reserve Account for the benefit of Bonds Outstanding under the Bond Resolution. 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 Water and Sewer 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 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 an amount equal to eighty percent (80%) of 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, 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 Water and Sewer 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 Water and Sewer Utility and the methods of operation of the Water and Sewer 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, if such recommendations were prepared by the Rate Consultant, the 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 14 Page 932 of 1633 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 Water and Sewer 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 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 (12) 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: 15 Page 933 of 1633 (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 Water and Sewer Utility, the Net Revenues for the Measurement Period shall be adjusted to show the Net Revenues which would have been derived from the Water and Sewer Utility in such Measurement Period as if such increased rates, fees, rentals or other charges for the services of the Water and Sewer 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 water system or sewer system, then the Net Revenues derived from the Water and Sewer 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 water system or sewer system as if such existing water system or sewer system had been a part of the Water and Sewer Utility during the Measurement Period. For the purposes of this paragraph, the Net Revenues derived from said existing water system or sewer system during the Measurement Period shall be adjusted by deducting the cost of operation and maintenance of said existing water system or sewer system from the gross revenues of said existing water system or sewer 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 water system or sewer system, then the Net Revenues of the Water and Sewer 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 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 Water and Sewer Utility and pledged for the Bonds in the same manner as other Net Revenues of the Water and Sewer 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 an amount equal to eighty percent (80%) of 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 2017 Bonds is being issued as Additional Bonds. See"INTRODUCTION" and "PURPOSE OF THE ISSUE - Series 2017 Project" herein. The rates for services of the Water and Sewer 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 "WATER AND SEWER UTILITY - Rates, Fees and Charges" herein. In the future, the City intends to issue Additional Bonds in accordance with its current five year capital improvement plan. See "WATER AND SEWER UTILITY - Capital Improvement Plan" herein. For a more detailed description of the conditions required to be satisfied in connection with the issuance 16 Page 934 of 1633 of Additional Bonds and the effect of issuing such Bonds, see "APPENDIX E - The Resolution" and, in particular, Section 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 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 2017 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, Section 210 of the Bond Resolution. Limited Liability The City is not obligated to pay the Series 2017 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 2017 Bonds. The issuance of the Series 2017 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 or any political subdivision thereof is pledged to the payment of the Series 2017 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 2017 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 17 Page 935 of 1633 all Short-Term Indebtedness does not exceed ten per cent (10%) of the Net Revenues of the Water and Sewer 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 2017 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 2017 Bonds and any other Bonds or Alternative Parity Debt issued under the Bond Resolution. Modifications or Supplements to Resolution Except as set forth in the third (3`d) 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 18 Page 936 of 1633 authorized reasons set forth in Sections 1001(a) through (k) of the Bond Resolution. See"APPENDIX E - The Resolution." DEBT SERVICE SCHEDULE Set forth below are the debt service requirements of the Series 2017 Bonds, all other Bonds Outstanding upon issuance of the Series 2017 Bonds and the total combined debt service on all Bonds Outstanding immediately following issuance of the Series 2017 Bonds. Total Series Fiscal Year 2017 Bonds Ending Series 2017 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 $ $ $ $ $ 19 Page 937 of 1633 WATER AND SEWER UTILITY The following is intended to provide only a summary description of the Water and Sewer Utility. For a more detailed description of the Water and Sewer Utility, see the City of Miami Beach, Florida Engineering Report for the Issuance of Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017 (the "Engineering Report") prepared by Hazen and Sawyer, P.C., as the City's consulting engineer in connection with the issuance of the Series 2017 Bonds (the "Series 2017 Consulting Engineer") and the City of Miami Beach, Florida Financial Feasibility Report for the Issuance of Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017 (the "Feasibility Report") prepared by Public Resources Management Group, Inc., as the City's feasibility consultant in connection with the issuance of the Series 2017 Bonds (the "Feasibility Consultant"). The Engineering Report and the Feasibility Report were prepared to address issues and provide information relevant to the Water and Sewer Utility and the issuance of the Series 2017 Bonds for the Fiscal Years ended September 30, 2012 through September 30, 2016 (the "Historical Period") and for the Fiscal Years ended September 30, 2017 and ending September 30, 2018 through September 30, 2022 (the "Forecast Period"). The Engineering Report and the Feasibility Report are included in this Official Statement as Appendix B and Appendix C, respectively. General The Water and Sewer Utility is operated on a consolidated basis. The water transmission and distribution portion of the Water and Sewer Utility (the "Water System") provides the system for distributing water to the residents of the City. The Water System does not have any water treatment facilities. The City purchases potable water at wholesale prices from the County. Similarly, the sewage collection and transmission portion of the Water and Sewer Utility (the "Sewer System") comprises the facilities and equipment that collect the wastewater of the residents of the City and delivers it to appropriate sewage treatment facilities. Like the Water System, the Sewer System does not have any sewage treatment facilities. All of the wastewater from the Sewer System is treated at one of the County's sewage treatment plants. For such service, the City pays the County a monthly fee directly proportional to the amount of potable water consumed and the amount of wastewater generated. The City exercises exclusive jurisdiction, control and supervision over the Water and Sewer 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 Water and Sewer 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 "WATER AND SEWER 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 depar lnient 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 20 Page 938 of 1633 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 water and sewer facilities, roadways and greenways. 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 Department, is responsible for, among other duties, the daily operations of the Water and Sewer 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, 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 Depai tment, advertising and awarding all construction contracts and facilitating purchases of equipment. The Office of Budget and Performance Improvement approves all 21 Page 939 of 1633 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 Water and Sewer 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, 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. 22 Page 940 of 1633 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. For a more detailed discussion of the Public Works Department, including the various training and certification programs provided for operators and other personnel of the Water and Sewer Utility, see "APPENDIX B - City of Miami Beach, Florida Engineering Report for the Issuance of Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017,"including,in particular,"Public Works Department" in the Engineering Report. Water System General The City owns, operates and maintains the potable water system serving customers within the corporate limits of the City. The Water System includes water storage, pumping, transmission and distribution facilities. The City's water storage and conveyance system consists of approximately 177 miles of transmission and distribution lines, two 4.0 million gallons ("MG") and two 3.0 MG above ground reinforced concrete storage tanks and six water booster pump stations that serve specific areas throughout the City. Also included in the Water System are 23,000 water valves, 717 fire mains, 1,009 fire hydrants and 12,460 water meters. The Water System provided potable water service to approximately 10,484 domestic and 3,001 irrigation retail accounts during the Fiscal Year 2016. 23 Page 941 of 1633 Because the City is a coastal barrier island surrounded by salt water, it was never practical for the City to develop its own water supply system. The least costly and highest quality water comes from the Biscayne Aquifer water supply wells located on the mainland, which are owned and operated by the County. As a result, the most economical water supply approach was to purchase water from the County for distribution to the City's residents and businesses. The City's potable water is supplied exclusively by the Miami-Dade Water and Sewer Department (the "MDWASD"), the department of the County that oversees operation of the County's water and sewer system. Set forth below is a summary of the water purchased for the Water System from the County during Fiscal Year 2016. Fiscal Year Ended Water System-Water Use Summary September 30, 2016 Average Annual Accounts Served') 13,485 Average Annual ERUs Served')(2) 37,866 Total Finished Water Purchased 13,485 Total Gallons (000s) 8,429,053 MGD - Annual Average Daily Flow(3) 23,030 Total Finished Water Sold to Retail Customers 13,485 Total Gallons (000s) 7,231,382 MGD - Annual Average Daily Flow(3) 19,758 Non-Revenue Water Percentage (% of Purchases) 14.21% Source: The Feasibility Report. See"APPENDIX C-City of Miami Beach, Florida Financial Feasibility Report for the Issuance of Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017," including, in particular, "GENERAL -THE SYSTEM - Water System" in the Feasibility Report. (1) Reflects all classes of customers served and includes 10,484 domestic accounts and 3,001 irrigation accounts. (2) ERUs = Equivalent Residential Units. (3) MGD = Millions Gallons Per Day. Represents 366 days of purchases and sales, since 2016 was a leap year. Non-Revenue Water. The International Water Association (the "IWA") and the American Water Works Association (the "AWWA") use the term"non-revenue water"to describe the volume of water lost through leakage, meter inaccuracies, flushing and other authorized usage. Non-revenue water represents finished water that is not billed to water system customers. In 2013, the AWWA assembled validated water audit data from twenty-six (26) utilities across the United States of America and Canada that ranged in size from 850 to over 500,000 water service connections. These water audit data were averaged to develop the percentages of finished water produced and billed on an annual average day flow ("AADF") basis. Such water audit data revealed that 80.0% of finished water was billed to customers, with approximately 14.6% constituting real, unaccounted for water losses, approximately 2.8%constituting apparent lost water and approximately 2.6% constituting lost water from authorized uses, like flushing of water lines, fire hydrant testing and lift station wash downs for maintenance purposes. Real water losses are the result of leakage in the distribution system piping and apparent water losses are the result of faulty meters, data collection errors and theft. As noted in the Water System - Water Use Summary table above, the percentage of water purchased for the Water System in Fiscal Year 2016 that constituted non-revenue water was 14.21%. The 24 Page 942 of 1633 non-revenue water in the 2013 AWWA Water Audit data averaged approximately 20%. Hence, the purchase of water for the Water System that constituted non-revenue water for Fiscal Year 2016 was less than the national average. For more additional information relating to non-revenue water, see "WATER AND SEWER UTILITY - Customers - Water System" herein. To address the problem of leaks that may be in the Water System's distribution network, older pipes are scheduled to be replaced as part of the City's five year capital improvement plan. See "WATER AND SEWER UTILITY - Capital Improvement Plan" herein. Water Supply Agreement. On June 24, 1957, the City entered into an agreement with the Department of Water and Sewers of the City of Miami to obtain potable water. That agreement expired on June 18, 1989. The County subsequently became the legal successor in interest to the Department of Water and Sewers of the City of Miami and assumed all rights, duties, and obligations of such department. Thereafter, the City executed five year service term agreements with the MDWASD for the purchase of potable water. On May 20, 2006, the County and the South Florida Water Management District (the "SFWMD") entered into a contract under which the County was required to secure twenty (20) year water service agreements with its volume (wholesale) water customers (including the City) to coincide with the request of the County for twenty (20) year water consumptive use permits issued by the SFWMD. On July 29, 2008,the City entered into a twenty(20)year"Contract Providing for the Rendition of Water Service"with the MDWASD (the "Water Supply Agreement"). The Water Supply Agreement addresses a number of issues,including,without limitation,the basis for charges,points of delivery,meter reading,water pressures and maximum hourly demand rates. The agreement provides that if the County ever has an insufficient supply of water to fulfill the requirements of all its customers, it shall furnish to the City the City's pro-rata share of the available supply. Under the Water Supply Agreement, the City's flow of potable water is metered at the four interconnections that serve as the points of delivery of potable water from the County to the City. The City maintains four large diameter metered supply interconnections with the County's water distribution system consisting of one 20 inch diameter main located in the southernmost section of the City, one 30 inch diameter main and one 36 inch diameter main located in the middle portions of the City, and one 30 inch diameter main located in the northernmost section of the City. Cost of Water Purchased. The City is charged a uniform rate (applicable to all volume customers) for the delivered potable water metered at each point of delivery that is based on prior fiscal year costs, reflecting the sum of the following for the County's regional water system: - Budgeted operating expenses, including taxes assessed (if any); - Budgeted annual renewal and replacement expenses; - Budgeted annual interest obligations of outstanding notes and bonds; - Budgeted annual charge for the amortization of the outstanding notes and bonds; - Budgeted annual charge for customer accounting and service; - Projected annual administration and general expenses; and - Charge for debt service coverage requirement for bond issues for the County's regional water system. The uniform rate is the sum of the above expenditure items divided by the total projected amount of metered water sales used to bill all the County's water customers over the same time period. As of October 1, 2016, the uniform rate charged by the County to the City for the purchase of wholesale potable 25 Page 943 of 1633 water was $1.7341 per 1,000 gallons. Effective October 1, 2017, the uniform rate charged by the County to the City increased to $1.8341 per 1,000 gallons. Since the City is a large volume user of the County's water and sewer system, cost increases incurred with respect to the County's system, which are passed through to the County's customers, have a direct impact on the rates charged by the City to its retail customers. The City anticipates that rate increases for the services received from the County by the Water System will be imposed by the County over the next several years as a result of, among other factors, recent and anticipated debt issuances of the County to fund improvements to its water and sewer system, a portion of the cost of which can be included in the rates charged to the City. Water Storage and Distribution System The City's water distribution system provides water service to all areas of the City. The system is operated and maintained by the Public Works Department. The tables below provide information as to the specific size, amount and age of piping comprising the City's water distribution system. As evidenced in the tables below, the vast majority of the piping that comprises the Water System is estimated to be forty (40) years old or older. See "WATER AND SEWER UTILITY - Capital Improvement Plan" herein. Water Main Piping Diameter Length (miles)(') Length (miles)(2) Total Length (miles) 2-4 inches 2.91 15.17 18.08 6-8 inches 23.43 72.31 95.74 10-12 inches 7.59 17.66 25.25 14-24 inches 8.24 24.20 32.44 26-36 inches 0.16 2.89 3.05 Above 36 inches 0.08 2.63 2.71 Total 42.41 134.86 177.27 Source: The Engineering Report. See "APPENDIX B - City of Miami Beach, Florida Engineering Report for the Issuance of Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017," including, in particular, "Water System - Water Distribution" in the Engineering Report. (1) Pipe age is estimated to be less than forty (40) years. (2) Pipe age is estimated to be forty(40) years or older. Potable water purchased for the Water System is stored in four (4) reinforced concrete above ground water storage tanks, two (2) of which are located in the northern portion of the City and, two (2) of which are located in the southern portion of the City. In total the ground storage tanks of the Water System have a capacity of approximately [17.0 MG.] Stored water is used to supplement the water supply during periods of high demand and for fire suppression storage. The water storage tanks are refilled by system pressure during periods of low demand, which generally occurs at night. In the opinion of the Series 2017 Consulting Engineer, the ground storage tanks of the Water System are in overall good condition. 26 Page 944 of 1633 Accounts The City estimates that during Fiscal Year 2016, the Water and Sewer Utility provided potable water and sanitary sewer service to an average of 10,484 retail domestic accounts. Set forth below is a summary of the domestic water accounts and equivalent residential units ("ERUs") by customer class for Fiscal Year 2016. An ERU is representative of the average daily capacity of a single family residential unit, generally represents the lowest level and the most common level of use and is used to evaluate the size and capacity needs of a utility system. The estimate of the ERUs served provides a more accurate representation of the service provided, since it attempts to place all customers on an equivalent basis as to capacity needs. For the purpose of calculating the ERUs for the Water and Sewer Utility, (i) all individually-metered single family residential accounts were considered as being one (1) ERU (which is consistent with the City's pricing structure for the application of rates for service from the Water System) and (ii) all master-metered multifamily residential and non-residential ERUs were based on the meter size serving the respective customer premise and information published by the AWWA regarding meter capacities, which were used to develop meter equivalent factors (by meter size, the larger the meter, the more ERUs allocated to the account). This approach is also used by the Florida Public Service Commission and many other public utilities in the development of rates for water and sanitary sewer service. For the determination of the estimated number of retail ERUs served, such estimate was based on the use of meter equivalent factors applied to the meters in service for all customers, except the individually-metered residential customer class. The meter equivalent factors were based on information published by the AWWA that documents the capacities of the various meters that are used by several Florida utilities in the establishment of rates for service, including the Florida Public Service Commission. For a more detailed discussion of ERUs and the number of ERUs assigned for each meter size, see "APPENDIX C - City of Miami Beach, Florida Financial Feasibility Report for the Issuance of Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017," including, in particular, WATER AND SANITARY SEWER CUSTOMER STATISTICS -Average Monthly Accounts Served-Fiscal Year 2016" in the Feasibility Report. Also see"WATER AND SEWER UTILITY-Customers"herein for information relating to the sales and growth of customer accounts of the Water System. [Remainder of page intentionally left blank] 27 Page 945 of 1633 Water System Annual Average Accounts By Class-Domestic (Fiscal Year 2016) Master-Metered Multifamily Residential Non-Residential Individually- Metered Public Description Residential Apartment Condominium Duplex Commercial Hotel (City) Total Accounts 5,788 1,233 1,221 17 1,859 264 112 10,484 Percent 55.21% 11.67% 11.65% 0.16% 17,73% 2.52% 1.07% 100.00% Total ERUs 5,788 4,093 8,658 33 7,588 2,282 863 29,305 Percent 19.75% 13.97% 29.54% 0.11% 25.89% 7.79% 2.94% 100.00% Source: The Feasibility Report. See "APPENDIX C - City of Miami Beach, Florida Financial Feasibility Report for the Issuance of Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017," including, in particular, WATER AND SANITARY SEWER CUSTOMER STATISTICS-Average Monthly Accounts Served-Fiscal Year 2016"in the Feasibility Report. A summary of the irrigation customers and ERUs by customer class of the Water System for Fiscal Year 2016 is as follows: Water System Annual Average Accounts By Class-Irrigation (Water Only) (Fiscal Year 2016) Master-Metered Multifamily Residential Non-Residential Individually- Metered Public Description Residential Apartment Condominium Duplex Commercial Hotel (City) Total Accounts 1,898 52 203 0 258 65 525 3,001 Percent 63.25% 1.73% 6.76% 0.00% 8,60% 2.17% 17.49% 100.00% Total ERUs 1,898 183 1,231 0 1,422 442 3,385 8,561 Percent 22.17% 2.14% 14.38% 0.00% 16.61% 5.16% 39.54% 100.00% Source: The Feasibility Report. See "APPENDIX C - City of Miami Beach, Florida Financial Feasibility Report for the Issuance of Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017," including, in particular, WATER AND SANITARY SEWER CUSTOMER STATISTICS-Average Monthly Accounts Served-Fiscal Year 2016"in the Feasibility Report. A summary of the water meters and ERUs by customer class of the Water System on a combined basis (domestic and irrigation) for Fiscal Year 2016 is as follows: 28 Page 946 of 1633 Water System Annual Average Accounts By Class-Domestic and Irrigation (Fiscal Year 2016) Master-Metered Multifamily Residential Non-Residential Individually- Metered Public Description Residential Apartment Condominium Duplex Commercial Hotel (City) Total Accounts 7,686 1,275 1,424 17 2,117 329 637 13,485 Percent 57.00% 9.45% 10.56% 0.13% 15,70% 2.44% 4.72% 100.00% Total ERUs 7,686 4,276 9,889 33 9,010 2,724 4,248 37,866 Percent 20.30% 11.29% 26.12% 0.09% 23.79% 7.19% 11.22% 100.00% Source: The Feasibility Report. See "APPENDIX C - City of Miami Beach, Florida Financial Feasibility Report for the Issuance of Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017," including, in particular, WATER AND SANITARY SEWER CUSTOMER STATISTICS-Average Monthly Accounts Served-Fiscal Year 2016"in the Feasibility Report. As reflected in the tables above, the residential classes (i.e., individually metered residential and master metered multifamily residential) are the primary classes served by the Water System. Such classes represented approximately 77% of the total accounts served by the Water System during the Fiscal Year 2016. In addition, the residential classes accounted for approximately 58% of the estimated ERUs served by the Water System during Fiscal Year 2016. Government Regulations General. Federal regulatory jurisdiction of the Water System is vested in the United States Environmental Protection Agency(the "USEPA"). The Water System must comply with the federal Safe Drinking Water Act (the "SDWA"). However, the USEPA has delegated the primary responsibility for enforcement of drinking water standards to the State of Florida. The State, acting through the Florida Depaitment of Environmental Protection (the "FDEP"), has its own system of operational permits which govern the MDWASD's use and treatment of water. On a regional level, the SFWMD controls groundwater withdrawals through consumptive use permits, which stipulate the maximum annual and daily withdrawals allowed by the County, with permit durations from five (5) to twenty(20) years. Locally, the County's Department of Environmental Resource Management ("DERM") has jurisdiction delegated by the FDEP over the quality of treated potable water. Drinking water is subject to federal, state, and regional regulations that are intended to protect public health and ensure aesthetic quality. The National Primary Drinking Water Regulations are legally enforceable standards that apply to public water systems. Primary standards protect public health by limiting the levels of undesirable constituents present in drinking water. The federal government has given the FDEP primacy over the majority of drinking water regulations. DERM has been given jurisdiction over water systems located within the County by the FDEP. The City samples, tests, and reports different drinking water parameters as required by the federal, State and County guidelines and regulations for potable water. Review of the City's most recent water quality testing results (based on information available to the Series 2017 Consulting Engineer) indicated that the water quality of the Water System has consistently achieved compliance with applicable primary drinking water standards. 29 Page 947 of 1633 Federal Regulatory Requirements. The SDWA was passed in 1974 to protect public drinking water supplies throughout the nation. The SDWA provides jurisdiction to the USEPA to assess and regulate all contaminants that may have an adverse effect on public health. Since 1974, the SDWA has been amended to include a wide range of contaminants and specific rules concentrating on particular areas. Because the City operates and maintains its water distribution system, the two (2) rules of the SDWA that impact the City are the (i) Total Coliform Rule and (ii) Lead and Copper Rule. Total Coliform Rule. The total coliform rule sets the maximum contaminant level (the "MCL") for total coliforms for water distribution systems. In 1989 the USEPA established a MCL for total coliforms based on the presence or absence of total coliforms. A monitoring program is required for water distribution systems, which includes a minimum number of samples to be taken each month, based upon system size. The MCL for water distribution systems is the presence of coliforms in not more than one (1) sample or five percent (5%) of the samples taken per month, whichever is greater. The City tests for the presence of total coliform at each of their above ground water storage facilities every Monday and Wednesday. The City also tests sixteen(16) separate sample points throughout the City on every Monday of the month and sixteen(16) different separate sample points every Wednesday of the month. Based on the information available to the Series 2017 Consulting Engineer, the potable water of the Water System is consistently absent of any detectable total coliform. Lead and Copper Rule. In 1986 a federal initiative was instituted to eliminate the use of lead-based products in the construction of water systems. In 1991, the USEPA published a regulation to control lead and copper in drinking water. Action levels for lead and copper were established and an annual sampling program of high risk areas was implemented. When ten percent (10%) of the lead or copper levels of the first draw samples from the high-risk locations of a water system exceed the action levels, remediation is required, which includes corrosion control, public education, and lead service line removal. Based on the information available to the Series 2017 Consulting Engineer, the Water System is in conformance with the lead and copper rule and no detection of lead or copper that would require remediation has occurred. State Regulatory Requirements Total Chlorine Residual. Rule 62-555.350(6) of the Florida Administrative Code("FAC") requires that the total chlorine residual in drinking water be a minimum of 0.6 mg/L. The City tests chlorine residual at each of its above ground water storage facilities every workday (Monday through Friday). The City also tests sixteen (16) separate sample points every Monday of the month and sixteen (16) different separate sample points every Wednesday of the month. Based on the information available to the Series 2017 Consulting Engineer, the water of the Water System meets the chlorine residual requirement. pH Levels. pH is a measure of the hydrogen ion content of water. It indicates whether the water is acidic (i.e., has a pH that is less than 7), basic (i.e., has a pH that is greater than 7 and up to 14), or neutral(i.e.,has a pH of 7). There is no health based standard range for pH. However, the USEPA has established a Secondary Drinking Water Regulation for pH of 6.5 to 8.5. Per FAC 62-550.520(1), a lime softening plant is allowed to produce finished water with a pH as high as 9.0 without having to gain FDEP approval. The majority of the water of the Water System is obtained from the MDWASD Hialeah and Preston Water Treatment Plants, with a small portion being obtained from the MDWASD Alexander 30 Page 948 of 1633 Orr Water Treatment Plant. The three (3) treatment plants that provide water to the City are lime softening plants. The City samples water and tests for pH and temperature at several locations throughout the City. Based on the information available to the Series 2017 Consulting Engineer, the water of the Water System tests average, between a pH of 9.3 - 9.4. This range is acceptable, not uncommon for a typical distribution system in South Florida, [and has been approved by the FDEP]. Local Regulatory Requirements. Under the Home Rule Amendment and Charter of Miami-Dade County,Florida, as amended, the County is vested with the authority to set service standards and to operate and regulate water systems in incorporated and unincorporated areas of the County. The County's water supply facilities produce the overwhelming majority of all potable water consumed within the County and such facilities are the sole supplier of water to the Water System. The County's ability to satisfy the long term potable water requirements of its population depends heavily on effective management of its natural water resources. In this regard, as the designated countywide water and sewer utility, the MDWASD has been given extensive responsibility and authority to promulgate rules and regulations governing utilization of the County's water system. Sewer System General The City owns, operates and maintains a sanitary sewer collection and transmission system serving customers within its corporate boundaries. All land development within the City is required to connect to the Sewer System in accordance with City policy. As a result, all customers of the Water System also receive service from the Sewer System. There are no septic tanks in operation in the City. The Sewer System is comprised of a gravity collection network, pump stations and force mains. The Sewer System's gravity sewer network directs wastewater to pump stations which in turn pump wastewater flow through a manifolded force main network. The Sewer System also transmits wastewater from three (3) smaller "satellite" cities: the Town of Bay Harbor Islands, the Village of Bal Harbor and the Town of Surfside (collectively, the "Satellite Cities"). Previously constituting one of the Satellite Cities, the City of North Bay Village currently connects to the County's sewer system directly and, as a result, no longer utilizes the facilities of the Sewer System. Each of the Satellite Cities has entered into a service agreement with the City for the conveyance of wastewater for disposal that has an initial term of five (5) years, with the option to renew for successive five (5) year terms. The service agreements between the City and the Satellite Cities are dated July 5, 2016, with respect to the Town of Bay Harbor Islands, July 9, 2015, with respect to the Town of Surfside, and February 8, 2017, with respect to the Village of Bal Harbor. Wastewater received from the Satellite Cities is metered at the connection to the Sewer System's force main network. All wastewater collected by the Sewer System is directed southward through the force main network and exits the City at South Pointe Park through a subaqueous 54-inch diameter force main under the shipping channel known as Government Cut. Wastewater flow is received for treatment and disposal at the MDWASD's Central District Wastewater Treatment Plant("CDWWTP") located at Virginia Key. The County's wastewater collection, transmission and treatment system is divided into three (3) districts,referred to as the North, Central and South Districts. Each district is served by its own wastewater treatment plant. In addition to the City, the CDWWTP treats wastewater from the City of Miami as well as other communities and unincorporated areas within the Central District. The County's wastewater transmission system has the capability to transfer limited quantities of wastewater flows between districts. 31 Page 949 of 1633 The Sewer System's wastewater conveyance network consists of 152 miles of transmission and collection pipelines, [23 lift or pumping stations, 2,750 sewer manholes] and 2 booster stations that provided sanitary sewer service to approximately 10,484 retail accounts and 4 wholesale wastewater accounts during Fiscal Year 2016. Operation and maintenance activities performed for the Sewer System by the Public Works Department include cleaning and flushing sewer pipes and mains, repairing and replacing damaged sewer lines,pump station repair and maintenance, and repairing the many valves of the system. Set forth in the table below is a summary of the wastewater disposal services purchased for the Sewer System from the County during Fiscal Year 2016. Fiscal Year Ended Sewer System-Wastewater Disposal Summary September 30, 2016 Average Annual Retail Accounts ServedW 10,484 Average Annual ERUs Served(1)(2) 29,305 Total Wastewater Treatment by Contract (Satellite Cites) Total Gallons Purchased (000s) 8,796,945 MGD - Annual Average Daily Flow(3) 24,035 Total Wastewater Flow Billed to Customers Total Gallons Billed - Retail Customers (000s)(4) Amount of Gallons Billed 5,644,986 MGD - Annual Average Daily Flow(3) 15,424 Total Gallons Billed - Wholesale Customers (000s)(5) Amount of Gallons Billed 775,615 MGD - Annual Average Daily Flow(3) 2,119 Total Wastewater Billed to Both Retail and Wholesale Customers Total Gallons Billed (000s) 6,420,601 MGD - Annual Average Daily Flow(3) 17,543 Source: The Feasibility Report. See"APPENDIX C-City of Miami Beach,Florida Financial Feasibility Report for the Issuance of Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017," including, in particular, "GENERAL - THE SYSTEM - Sanitary Sewer System" in the Feasibility Report. (1) Reflects all classes of retail customers served and does not include "pass-through" wholesale service to the Satellite Cities. (2) ERUs =Equivalent Residential Units. (3) MGD =Millions Gallons Per Day. Represents 366 days of purchases and sales, since 2016 was a leap year. (4) Billed flows for sanitary sewer retail customers based on metered water use, as measured at the customer's premise. As is standard in the industry, wastewater flows received from a retail property is not individually metered for sewer collection purposes. (5) Billed flows for sanitary sewer wholesale customers (i.e., the Satellite Cities) are billed based on metered wastewater collected from each respective local government. 32 Page 950 of 1633 Sanitary Sewer Service Agreement. On May 17, 1972, the City entered into agreements with the Department of Water and Sewers of the City of Miami to obtain sewage disposal services from the City of Miami. The County subsequently became the legal successor in interest to the Department of Water and Sewers of the City of Miami and assumed all rights, duties, and obligations of such department. Thereafter, the City contracted with the MDWASD to receive sewage disposal services from the County. On December 17, 2014, the City and the County entered into the "Interlocal Contract Providing Sewage Disposal Service"(the "Sanitary Sewer Service Agreement"), which represented a twenty(20)year sewage disposal service agreement with the County. The Sanitary Sewer Service Agreement may be terminated at any time by mutual consent and agreement of the parties. Cost of Sanitary Sewer Service Purchased. Under the Sanitary Sewer Service Agreement, the wastewater flow from the Sewer System is metered at the CDWWTP and the City is charged a uniform rate (applicable to all volume customers of the County's water and sewer system) for the Sewer System's wastewater flow that is delivered to the County for treatment and disposal. The uniform rate is initially based on projections from the prior fiscal year reflecting the sum of the following for the County's regional sewer system: - Budgeted annual operating and maintenance expenses, including taxes assessed (if any), in connection with the County's regional (i) force main and regional gravity interceptor sewage system; (ii) regional sewage pumping stations; and (iii) sewage treatment plants, and reclamation facilities and disposal, including sewage effluent outfalls, deep disposal wells and/or any other effluent disposal process; - Budgeted annual renewal and replacement expenses for all the County's regional capital wastewater facilities, according to the County's policy in effect at the time for determining a rate consistent with good municipal utility accounting practices and the budgeted renewal and replacement projects for the ensuing fiscal year; - Budgeted annual interest obligations of outstanding loans, lines of credit, notes, and bonds for its regional sewage system; - Budgeted annual charge for the amortization of the County's outstanding loans, lines of credit, notes and bonds for its regional sewage system; - Budgeted annual administration and general expenses for the County's regional sewage system that are not covered by the minimum charge; and - Charge for the County's debt service coverage requirement for loans, lines of credit, notes and bonds for its regional sewer system. No costs associated with the County's stormwater system or local collection systems are included in the rate for wholesale wastewater treatment service provided to the City. The uniform rate is the sum of the above expenditure items divided by the total projected amount of flow at the County wastewater treatment facilities that is used to bill all of the County's sewage disposal customers over the same period. As of October 1, 2016,the uniform rate was $2.5793 per 1,000 gallons during dry season months(typically November through April) and$3.3162 per 1,000 gallons during wet season months (typically May through October). Effective October 1, 2017, the dry season rate charged by the County to the City increased to $2.7070 per 1,000 gallons and the wet season rate increased to $3.4804 per 1,000 gallons. 33 Page 951 of 1633 Following the close of each fiscal year, a year-end adjustment is calculated to reconcile actual costs with collections during the year and determine whether the City owes additional charges or is due a refund (a "true-up," which allows the City to annually pay the actual cost of wastewater treatment and disposal service). Since the City is a large volume user of the County's water and sewer system, cost increases incurred with respect to the County's system, which are passed through to the County's customers, have a direct impact on the rates charged by the City to its retail customers. The City anticipates that rate increases for the services received from the County by the Sewer System will be imposed by the County over the next several years as a result of, among other factors, recent and anticipated debt issuances of the County to fund improvements to its water and sewer system, a portion of the cost of which can be included in the rates charged to the City. Sanitary Sewer Collection and Transmission System The gravity collection network of the Sewer System carries wastewater from homes and businesses and transmits it to pump stations through a series of gravity pipelines and manholes. Manholes located at regular intervals allow access to the pipe for inspection and cleaning. Due to the City's high ground water table and relatively flat topography, deep gravity sewers are not practical. Therefore, multiple pumps stations are utilized in the Sewer System to transmit wastewater flows. Normal electric utility service for all pump stations is supplied by the Florida Power and Light Company ("FPL"). When FPL utility power is not available, emergency power from a generator must be used so the station can continue to pump wastewater and avoid an overflow at the pump station. The City owns six (6) portable generators for use at the pump stations of the Sewer System. Pump stations considered critical to the Sewer System are equipped with permanent onsite generators. In addition, each pump station utilizes a Supervisory Control and Data Acquisition ("SCADA") system to monitor pump station operating conditions and alarms. The SCADA system monitors, transmits, and records all data on the various pump station parameters. The SCADA system transmits an alarm signal to Public Works Department facilities. The SCADA system is monitored 24 hours per day for alarm notifications. When an alarm is received, staff of the Public Works Department are dispatched to investigate the alarm and perform the necessary corrective actions. Accounts The City estimates that during Fiscal Year 2016, the Water and Sewer Utility provided potable water and sanitary sewer service to an average of 10,484 retail domestic accounts. The domestic accounts and ERUs by customer class for the Sewer System for Fiscal Year 2016 are identical to the service provided by class for the domestic accounts of the Water System. For a summary of such accounts served , by class, see the table captioned "Water System Annual Average Accounts By Class - Domestic (Fiscal Year 2016)"in"WATER AND SEWER UTILITY-Water System-Accounts"herein. Also see"WATER AND SEWER UTILITY - Customers" herein for information relating to the sales and growth of customer accounts of the Sewer System. Government Regulations General. Wastewater collection, treatment and disposal is regulated at the national level by the USEPA, at the state level by the FDEP, and at the local level by DERM. The City owns, operates and maintains a wastewater collection and transmission system comprised of a gravity collection network,pump 34 Page 952 of 1633 stations, and force mains. The City is therefore responsible to operate and maintain the Sewer System in accordance with all applicable federal, State and County regulations. The City transmits all of its wastewater to the MDWASD for treatment and disposal, making the City a volume sewer customer ("VSC") of the MDWASD. Being a VSC, the City is required to comply with all of the requirements of Chapter 24-42.2 of the Code of Miami-Dade County, Florida, known as the Volume Sewer Customer Ordinance (the "VSC Ordinance"). Federal Regulatory Requirements. Federal regulatory requirements have been imposed in response to the enactment of several federal laws, including, without limitation, the federal Water Pollution Control Act of 1972, the Marine Protection, Research and Sanctuaries Act of 1972 and the federal Clean Water Act of 1977. Regulations promulgated pursuant to the federal statutory framework are mainly designed to address compliance with requirements and restrictions imposed on (i) wastewater treatment plant construction, operation, maintenance, upgrading and rehabilitation, (ii)the introduction of toxins and other pollutants into wastewater treatment facilities, and (iii) pollutant discharges from treatment facilities or sources of collection or conveyance. Enforcement of all federal requirements is entrusted to the USEPA. The USEPA has delegated permitting and enforcement authority to the FDEP. State Regulatory Requirements. State regulations set forth various permitting requirements applicable to sanitary sewer systems. Construction of new wastewater facilities or the modification of existing facilities requires a construction permit issued by the FDEP. Prior approval of the FDEP is required to place new collection and transmission systems into operation. State regulations also set forth, among other requirements, criteria and standards for treating wastewater prior to discharge, including, without limitation, discharge into disposal systems. In addition, operation of all wastewater treatment and disposal facilities requires acquisition by the County of an operating permit from FDEP. With respect to obtaining permits required by the FDEP to complete the improvements to the Sewer System contained in the City's five year capital improvement plan, including the improvements to the Sewer System which constitute a portion of the Series 2017 Project, the City believes that it will be able obtain such permits in a timely manner. Local Regulatory Requirements. Wastewater collection, transmission, treatment and disposal is regulated locally by DERM. Within the County, DERM serves as the permitting agency for the FDEP. NAPOT. As part of the VSC requirements, the City must maintain records for the run time of each pump station in the Sewer System. These runtimes must be reported to DERM on a monthly basis and DERM maintains a database to determine a nominal average pump operating time("NAPOT"). Pump stations must operate at a NAPOT value at or below ten (10) hours. Once ten (10) hours is exceeded, corrective actions must be taken to bring the pump station into compliance. Of the [23] pump stations in the Sewer System, two (2) are currently under moratorium, with corrective action required, one (1) which was cited as having a NAPOT exceeding ten (10) hours is incomplete and subject to further review, and two (2) that were cited as having a NAPOT exceeding ten (10) hours have received approval of the corrective action taken. In addition, five (5)pump stations in the Sewer System have been identified as approaching the ten (10) hour NAPOT limit and, as a result, should be assessed and rehabilitated in order to prevent a moratorium status from being issued. All of the pump stations identified as approaching the ten (10) hour NAPOT limit are located in the northern portion of the Sewer System service area. No sewer allocations are permitted while a pump station is in a moratorium status or when its information is incomplete and subject to further review. 35 Page 953 of 1633 For more complete information relating to NAPOT for the pump stations of the Sewer System, see, "APPENDIX B - City of Miami Beach, Florida Engineering Report for the Issuance of Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017," including, in particular, "Regulatory Compliance - Wastewater System - NAPOT" in the Engineering Report. Consent Decree. The County has entered into consent decrees with federal and State authorities previously to address issues in the operation or maintenance of certain facilities of the County's water and sewer system. The terms of such consent decrees sometimes impose requirements on the government entities that receive service from the County's water and sewer system. The County is currently operating under a new consent decree with the FDEP, the USEPA, and the United States Department of Justice. Such consent decree obligates the County to make changes to its sanitary sewer operating practices to ensure compliance with State and federal requirements for the operation of sanitary sewer collection systems. The new consent decree was formally approved by the USEPA and the County's Board of County Commissioners with an effective date of December 6, 2013 (the"2013 Consent Decree"). As a result of the 2013 Consent Decree, all wastewater VSCs in the County were required to provide a Plan of Compliance documenting how they will comply with the new requirements of the 2013 Consent Decree. DERM also prepared proposed amendments to the VSC Ordinance and submitted them for USEPA review on April 4, 2014. The USEPA approved the proposed changes to the VSC Ordinance, with an effective date of March 17, 2015. As required by the 2013 Consent Decree, the County's Board of County Commissioners implemented the approved changes to the VSC Ordinance on September 11, 2015. The new VSC Ordinance, as amended,required all utilities to develop a Plan of Compliance within six (6) months of the September 11, 2015 enactment. In response to the requirements of the new VSC Ordinance, the City develop its Plan of Compliance for the Sewer System, which included implementation of: (i) a Sewer Overflow Response Plan; (ii) a new Information Management System; (iii) a Sewer System Asset Management Program; (iv) a Gravity Sewer System Operation and Maintenance Program; (v) a Pump Station Operations and Preventative Maintenance Program; and (vi) a Force Main Operations, Preventative Maintenance and Assessment/Rehabilitation Program. The City's Plan of Compliance for the Sewer System was submitted to DERM on March 11, 2016 for review and comment. The City is currently awaiting a formal response to its Plan of Compliance from DERM. Capital Improvement Plan General The City has planned capital improvements associated with providing renewals, replacements and additions of existing facilities of the Water and Sewer Utility during the next five (5) Fiscal Years (the "CIP"). The CIP includes the rehabilitation of aged infrastructure, the replacement of assets at the end of their useful life, and the upgrade of existing facilities. The total projected cost of the CIP, inclusive of construction management fees and administrative costs, and excluding those projects initiated during or prior to Fiscal Year 2016 that are still underway, is anticipated to be approximately $161.4 million. The total projected cost of the portion of the CIP which constitutes the Series 2017 Project is anticipated to be approximately $85.0 million. Set forth below is the list of improvements which comprise the Series 2017 Project and the cost projected to acquire, construct or install each improvement. [Remainder of page intentionally left blank] 36 Page 954 of 1633 Summary of Series 2017 Project') Estimated Total Name of Project Project Costs Alton Road Utilities Relocation $ 677,529 Venetian Neighborhood Improvements 597,022 Sunset Harbour Pump Station 1,552,647 La Gorce Neighborhood Improvements 45,000,000 North Shore Neighborhood Improvements 138,427 54-inch Diameter Redundant Force Main 6,367,722 Flamingo Neighborhood (11th Street) Improvements 2,495,457 West Avenue Phase I Improvements 486,706 West Avenue Phase II Improvements 18,333,671 Palm and Hibiscus Island Neighborhood Improvements 3,963,099 Central Bayshore South Neighborhood Improvements 3,616,516 Water Meter Replacement Program 258,704 SCADA and PLC Replacement at Pumping Stations(2) 1,512,500 Total $85,000,000 Source: City of Miami Beach, Florida Public Works Department. (1) A general description of the capital improvements to be made for each of the projects listed is provided in the Engineering Report. See"APPENDIX B -City of Miami Beach,Florida Water and Sewer System Engineering Report,"including,in particular,"Capital Improvement Plan-Immediate Capital Project Descriptions Summary" in the Engineering Report. (2) Project provides for the installation of Supervisory Control And Data Acquisition(SCADA)systems and Programmable Logic Control (PLC) systems. The City has identified several funding sources it currently intends to use to fund the improvements identified in the CIP, including Impact Fees, other Water and Sewer Utility revenues available after payments required by the terms of the Bond Resolution and other required transfers have been made and proceeds from the issuance of Bonds. Set forth below are the sources currently projected to fund the CIP. City of Miami Beach,Florida Water and Sewer Utility Capital Improvement Plan Estimated Sources of Funding Estimated CIP Funding Percent of Total Funding Source during Forecast Period(1) CIP Funding Series 2017 Bonds $ 85,000,000 52.7% Additional Bonds(2) 50,200,000 31.1 Currently Available Revenues(3) 20,400,000 12.6 Annual Revenues(4) 5,800,000 3.6 Total $161,400,000 100.0% Source: City of Miami Beach, Florida Public Works Department. Page 99$of 1633 Footnotes set forth below are for immediately preceding table on the immediately preceding page. (1) Constitutes amount expected to be available to pay for projects included in the CIP. Such amount, however, may change if other sources of funds are made available to finance projects in the CIP. (2) Represents Additional Bonds currently projected to be issued during Fiscal Year 2021. (3) Represents revenues generated by the Water and Sewer Utility from prior Fiscal Years that are unencumbered and currently available to fund CIP projects. (4) Represents revenues projected to be generated by the Water and Sewer Utility and available to fund CIP projects after payments required under the Bond Resolution and all other required transfers have been made. Approximately 16.2% of the total cost of the projects in the CIP are currently projected to be funded from available revenues of the Water and Sewer Utility. The City is not required to maintain a renewal and replacement fund or similar account under the Bond Resolution as a reserve to provide funding for Water and Sewer Utility renewals, replacements, additions or repairs. However, as part of the ongoing operations of the Water and Sewer Utility, the City has historically accrued funds for capital reinvestment. Funds accrued for Water and Sewer Utility capital reinvestment have averaged approximately 11.8% of total revenues collected by the Water and Sewer Utility annually during the Historical Period. The City expects to continue to accrue funds for Water and Sewer Utility capital reinvestment during the Forecast Period, as noted above in the sources expected to be available to fund the CIP. No assurance can be given, however, that such accrual of funds will occur or that accruals will be in the amounts historically made or projected for the Forecast Period. For a more detailed description of the funds historically available and projected to be available for Water and Sewer Utility capital reinvestment, see "WATER AND SEWER UTILITY - Historical and Projected Operating Results - Summary of Historical Operating Results" and "APPENDIX C - City of Miami Beach, Florida Financial Feasibility Report for the Issuance of Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017," including, in particular, CAPITAL IMPROVEMENT PROGRAM -Annual Capital Reinvestment from Operations" and"FUND BALANCE FINANCIAL POLICIES" in the Feasibility Report. Selection of Projects The projects in the CIP were selected by the City based on a series of non-cost parameters used to establish the most immediate capital improvement needs of the Water and Sewer Utility. The parameters used were described as (i) state of the system, (ii) concurrence with other projects, and (iii) regulatory compliance. Such parameters are briefly summarized as follows: State of System. The state of the system criteria involved an analysis of(i) the age of the asset (giving preference among planned projects to deteriorated assets that are older), (ii) the condition of the asset (giving preference to assets that, based on visual observation, seemed in danger of failure or malfunction in the short-term), and (iii) the stage of development (giving preference to projects that were ready to be implemented) Concurrence with other projects. The concurrence with other projects criteria involved an analysis of(i) the impact on the public created by implementation of the required improvements (giving preference among planned projects to those located in areas of the City where stormwater improvements or similar projects were already scheduled to be implemented), (ii) cost savings (giving preference among planned projects to those that could be implemented at the same time other improvements at the same site or in the same area are planned to be implemented), and(iii) cost of inaction (giving preference to projects that will be more expensive to implement at a later date if they are not included in the CIP). 38 Page 956 of 1633 Regulatory compliance. The regulatory compliance criteria involved an analysis of(i) the 2013 Consent Decree (giving preference among planned projects to those included in or which would support the City's Plan of Compliance for the Sewer System that was submitted to DERM on March 11, 2016), (ii) environmental impacts (giving preference among planned projects to those that will adversely impact the environment if not included in the CIP), and (iii) local ordinances (giving preference to projects that will enable or facilitate continued compliance with local regulatory requirements). The improvements comprising the Series 2017 Project constitute the renewals,repairs and upgrades considered the most critical of all of the projects included in the CIP, using the parameters and criteria described above to make that determination. No assurance can be provided, however, that improvements proposed by the City in its Plan of Compliance for the Sewer System that was submitted to DERM on March 11, 2016 will be consistent with the improvements required by DERM when it responds to such Plan of Compliance or that other regulatory requirements or developments relating to the Water and Sewer Utility will render other projects in the CIP more critical than the improvements which currently comprise the Series 2017 Project, or will render other projects not currently in the CIP more critical than certain projects currently included therein. The City plans to make changes to the Series 2017 Project, in accordance with the terms of the Resolution, or to the CIP, as needed to address the need to fund improvements determined in the future to constitute projects in need of implementation in the short-term. No assurance can be given, however, that adequate funding will be available to implement such new or substitute projects or that the City will be able to provide such funding in the time period required for such projects to be implemented. Customers Water System The service area of the Water System is essentially built-out (with respect to land available for development) but potential exist for future redevelopment, including vertical construction. As a result, there has been minimal growth in the Water System during the Historical Period. Forecasts for Water System customer growth during the Forecast Period assume the continuation of minimal growth. Set forth below is information relating to customer accounts and sales for the Water System for the Historical Period and the Forecast Period. [Remainder of page intentionally left blank] 39 Page 957 of 1633 Water System Customer Growth Average Billed Average Billed Total Total Fiscal Year Annual Water Annual Water Average Billed Ended Water Sales Water Sales Annual Water September 30, Accounts (Domestic) Accounts (Irrigation) Water Sales (Historical) (Domestic) (kgal)(11 (Irrigation) (kgal)(1) Accounts (kgal) (11 2012 10,384 5,638,548 2,933 1,510,861 13,317 7,149,409 2013 10,424 5,552,920 2,914 1,469,209 13,338 7,022,129 2014 10,480 5,599,390 2,972 1,493,129 13,452 7,092,519 2015 10,415 5,537,881 2,956 1,570,522 13,371 7,108,403 2016 10,484 5,644,986 3,001 1,586,396 13,485 7,231,382 Annual Average 0.24% 0.03% 0.57% 1.23% 0.31% 0.29% Historical Growth Rate Average Billed Average Billed Total Total Fiscal Year Annual Water Annual Water Average Billed Ending Water Sales Water Sales Annual Water September 30, Accounts (Domestic) Accounts (Irrigation) Water Sales (Projected) (Domestic) (kgal)(1) (Irrigation) (kgal)(1) Accounts (kgal)(1) 2017 10,498 5,275,584 3,005 1,608,178 13,503 6,883,762 2018 10,508 5,276,526 3,005 1,608,178 13,513 6,884,704 2019 10,518 5,277,468 3,005 1,608,178 13,523 6,885,646 2020 10,528 5,278,410 3,005 1,608,178 13,533 6,886,588 2021 10,538 5,279,352 3,005 1,608,178 13,543 6,887,530 2022 10,548 5,280,294 3,005 1,608,178 13,553 6,888,472 Annual Average 0.10% 0.11% 0.02% 0.23% 0.08% 0.81% Projected Growth Rate«' Source: The Feasibility Report. See"APPENDIX C -City of Miami Beach, Florida Financial Feasibility Report for the Issuance of Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017," including, in particular,"WATER AND SANITARY SEWER CUSTOMER STATISTICS-Customer and Sales Forecast" in the Feasibility Report. (1) kgal = 1,000 gallons. (2) Compound growth rate calculated from Fiscal Year 2016 actual results. For the determination of projected revenues from rates of the Water System, water sales were assumed to be lower during the Forecast Period than was reported for Fiscal Year 2016. In Fiscal Year 2017 the City implemented a more stringent water conservation rate structure, which is anticipated to have a dampening effect on water sales (especially in the last water consumption block, which is the highest priced usage rate for service of the Water System). See "APPENDIX C - City of Miami Beach, Florida 40 Page 958 of 1633 Financial Feasibility Report for the Issuance of Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017," including, in particular, "RATES, FEES, AND CHARGES" in the Feasibility Report. With respect to the remainder of the Forecast Period for the projection of water sales, the assumption was made that the recent average use (billed sales) per ERU estimated for the the Water System would generally be continued. Therefore, no increase in average water use per ERU was projected for the Forecast Period. Recent historical trends in water use per ERU also support such a projection. The water customer and sales projections summarized above serve as the basis for the projection of rate revenues from the Water System described in this Official Statement. See "HISTORICAL AND FORECASTED SCHEDULE OF NET REVENUES, DEBT SERVICE AND DEBT SERVICE COVERAGE" herein. Set forth below is a summary of actual water purchases from the County and sales of the Water System for the Historical Period and projections of such purchases and sales for the Forecast Period. Water System Purchases and Sales(') Non-Revenue Water Fiscal Year Ended Water September 30, Purchases Water Sales Amount Percent of (Historical) (kgal)(2)(3) (kgal)(3) (kgal)(3) Water Purchases 2012 7,918,075 7,149,409 768,666 9.71% 2013 8,188,381 7,022,129 1,166,252 14.24 2014 7,635,175 7,092,519 542,656 7.11 2015 8,345,820 7,108,403 1,237,417 14.83 2016 8,429,053 7,231,382 1,197,671 14.21 Non-Revenue Water Fiscal Year Ending Water September 30, Purchases Water Sales Amount Percent of (Projected) (kgal) (2)(3) (kgal) (3) (kgal)(3) Water Purchases 2017(4) 8,490,207 6,883,762 1,606,445 18.92% 2018 8,099,652 6,884,704 1,214,948 15.00 2019 8,100,760 6,885,646 1,215,114 15.00 2020 8,101,868 6,886,588 1,215,280 15.00 2021 8,102,976 6,887,530 1,215,446 15.00 2022 8,104,085 6,888,472 1,215,613 15.00 Source: The Feasibility Report. See"APPENDIX C-City of Miami Beach,Florida Financial Feasibility Report for the Issuance of Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017," including, in particular,"WATER AND SANITARY SEWER CUSTOMER STATISTICS-Customer and Sales Forecast" in the Feasibility Report. Footnotes for the immediately preceding table are continued on the following page. (1) Amounts shown are expressed on an average annual daily flow basis. 41 Page 959 of 1633 (2) The City purchases all of its potable water from the MDWASD. See WATER AND SEWER UTILITY - Water System - General herein. (3) kgal = 1,000 gallons. (4) Amounts shown are based on eight(8) months of actual information(representing the period from October 1, 2016 through May 31, 2017). As reflected in the table above, the Water System experienced an approximately 12.2% level of non- revenue water for the past five (5) Fiscal Years. For the two (2) most recent Fiscal Years the Water System averaged approximately 14.5% of non-revenue water. In addition to being below the average non- revenue water average in the 2013 AWWA Water Audit data (see "WATER AND SEWER UTILITY - Water System - General" herein), the City's non-revenue water level is within the acceptable range of the industry. The national non-revenue water average, as reported by the USEPA in 2013, is approximately 16%. The forecast in this Official Statement of total finished water sales for the Water System is based on an annual projection of water to be purchased, as adjusted for non-revenue water, assuming a 15% factor to recognize that a certain percentage of the finished water purchased from the County will not be billed. Sewer System Similar to the Water System, the Sewer System service area is essentially built out and, as such, there has been minimal growth during the Historical Period. In addition, the sanitary sewer flow from the wholesale customers has decreased significantly as a direct result of the City of North Bay Village now transmitting all of its sewage flow to the County directly. The City expects the remaining Satellite Cities will continue to receive wholesale sanitary sewer service from the Sewer System during the Forecast Period. Set forth below is information relating to customer accounts and billed sanitary sewer flow for the Sewer System for the Historical Period and the Forecast Period. As was assumed for the Water System, minimal Sewer System growth is expected during the Forecast Period. [Remainder of page intentionally left blank] 42 Page 960 of 1633 Sewer System Customer Growth Average Billed Average Billed Total Total Fiscal Year Annual Sewer Annual Sewer Average Billed Ended Sewer Flow Sewer Flow Annual Sewer September 30, Accounts (Retail) Accounts (Wholesale) Sewer Flow (Historical) (Retail) (kgal) (')(2) (Wholesale)(3) (kgal)(1)(3) Accounts (kgal)(') 2012 10,384 5,638,548 4 1,021,653 10,388 6,660,201 2013 10,424 5,552,920 4 1,046,061 10,428 6,598,981 2014 10,480 5,599,390 3 869,646 10,484 6,469,036 2015 10,415 5,537,881 3 773,683 10,419 6,137,000 2016 10,484 5,644,986 3 775,615 10,488 6,420,601 Annual Average 0.24% 0.03% -6.94% -6.66% 0.24% -0.91% Historical Growth Rate Average Billed Average Billed Total Total Fiscal Year Annual Sewer Annual Sewer Average Billed Ending Sewer Flow Sewer Flow Annual Sewer September 30, Accounts (Retail) Accounts (Wholesale) Sewer Flow (Projected) (Retail) (kgal) (1) (Wholesale)(3) (kgal)('X3) Accounts (kgal)(1) 2017 10,498 5,275,584 3 775,165 10,501 6,051,199 2018 10,508 5,276,526 3 775,165 10,511 6,052,141 2019 10,518 5,277,468 3 775,165 10,521 6,053,083 2020 10,528 5,278,410 3 775,165 10,531 6,054,025 2021 10,538 5,279,352 3 775,165 13,541 6,054,967 2022 10,548 5,280,294 3 775,165 13,551 6,055,909 Annual Average 0.10% -1.11% 0.00% 0.00% 0.10% -0.97% Projected Growth Rate Source: The Feasibility Report. See"APPENDIX C-City of Miami Beach,Florida Financial Feasibility Report for the Issuance of Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017," including, in particular,"WATER AND SANITARY SEWER CUSTOMER STATISTICS-Customer and Sales Forecast" in the Feasibility Report. (1) kgal= 1,000 gallons. (2) Amounts shown represent billed sanitary sewer flow based on metered water use and not the amount billed to the City by the County for wholesale sanitary sewer purchases. (3) Wholesale amounts represent amounts attributable to the Satellite Cities. See "WATER AND SEWER UTILITY -Sewer System - General" herein. (4) Compound growth rate calculated from Fiscal Year 2016 actual results. 43 Page 961 of 1633 The sewer customer and billed sewer flow projections summarized above serve as the basis for the projection of rate revenues from the Sewer System described in this Official Statement. See "HISTORICAL AND FORECASTED SCHEDULE OF NET REVENUES,DEBT SERVICE AND DEBT SERVICE COVERAGE" herein. Set forth below is a summary of actual sanitary sewer purchases from the County for the Historical Period and projections of such purchases for the Forecast Period. Sewer System Purchasesw City Requirements Fiscal Year Average Annual Satellite Ended Sewer Wastewater City Total Sewer September 30, Purchases Estimated Treated per ERU Requirements Purchases (Historical) (kgal)(2"3) ERUs (kgal)(2)(3) (kgal)(3)(4) (kgal)(2)(3) 2012 6,430,501 28,595 224.9 1,021,653 7,452,154 2013 7,095,760 28,816 246.2 1,046,061 8,141,821 2014 7,442,123 28,964 256.9 869,646 8,311,770 2015 7,625,118 29,010 262.8 773,683 8,398,801 2016 8,021,330 29,305 273.7 775,615 8,796,945 City Requirements Fiscal Year Average Annual Satellite Ending Sewer Wastewater City Total Sewer September 30, Purchases Estimated Treated per ERU Requirements Purchases (Projected) (kgal)(2)(3) ERUs (kgal)(2)(3) (kgal)(3)(4) (kgal)(2)(3) 2017 8,078,811 29,515 273.7 775,165 8,854,426 2018 7,516,498 29,525 254.6 775,165 8,292,113 2019 7,517,789 29,535 254.5 775,165 8,293,404 2020 7,519,080 29,545 254.5 775,165 8,294,695 2021 7,520,370 29,555 254.5 775,165 8,295,985 2022(5) 7,521,661 29,565 254.4 775,165 8,297,276 Source: The Feasibility Report. See"APPENDIX C-City of Miami Beach,Florida Financial Feasibility Report for the Issuance of Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017," including, in particular,"WATER AND SANITARY SEWER CUSTOMER STATISTICS-Customer and Sales Forecast" in the Feasibility Report. (1) Amounts shown represent billed sanitary sewer flow based on the amount billed to the City by the County for wholesale sanitary sewer purchases. (2) The City transfers all of its wastewater to the MDWASD for disposal and pays a fee to the County for such service related to the amount of wastewater generated by the Sewer System. See "WATER AND SEWER UTILITY - Sewer System - General" herein. (3) kgal= 1,000 gallons. (4) See WATER AND SEWER UTILITY-Sewer System-General"herein for a description of the sanitary sewer service provided for the Satellite Cities. (5) Amounts shown are based on eight(8)months of actual information(representing the period from October 1, 2016 through May 31, 2017). 44 Page 962 of 1633 Largest Customers Set forth below is a summary of certain statistical information for the ten (10) largest retail customers of the Water and Sewer Utility in Fiscal Year 2016. Such customers, on a combined basis, accounted for approximately 10% of the retail water and sanitary sewer user rate revenue for the Water and Sewer Utility in Fiscal Year 2016. Top Ten Water and Sewer Utility Customers (Based on Rate Revenue)° Percent Total Percent Annual of Total Water of Total Customer Rate Rate Consumption Water Customer Name Class Revenue') Revenue (kgal)(3) Consumption Mount Sinai Hospital Commercial $ 1,537,368 1.97% 120,493 1.65% Morton Towers Apartments Apartment 1,045,830 1.34 87,885 1.22 Crescent Heights Condominium 823,187 1.06 64,111 0.89 Fontainebleau Florida Hotel 756,684 0.97 151,926 2.10 Miami Beach Redevelopment Commercial 710,765 0.91 64,270 0.89 Deauville Hotel Condominiums Condominium 630,991 0.81 49,252 0.68 2201 Collins Fee LLC Commercial 592,934 0.76 46,993 0.65 Carillon South Joint Condominium 532,059 0.68 50,626 0.70 Triton Tower Condominiums Condominium 507,834 0.65 39,551 0.55 Decoplage Condominiums Condominium 507,674 0.65 39,521 0.55 Total of Ten Largest Users 7,645,326 9.80 714,628 9.88 All Other System Retail Users 70,358,886 90.20 6,516,754 90.12 Total System Retail Users $78,004,212 100.00% 7,231,382 100.00% Source: The Feasibility Report. See"APPENDIX C -City of Miami Beach,Florida Financial Feasibility Report for the Issuance of Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017," including, in particular, "WATER AND SANITARY SEWER CUSTOMER STATISTICS - Ten Largest Customers of System" in the Feasibility Report. (1) Amounts shown are for the Fiscal Year ended September 30, 2016. Amounts may not add due to rounding. (2) Amounts shown reflect only revenue derived from the monthly rates for water and sanitary sewer service (i.e., amounts shown do not include miscellaneous revenue such as fire line charges, meter connection fees, late payment fees, etc.). (3) kgal = 1,000 gallons. [Remainder of page intentionally left blank] 45 Page 963 of 1633 Rates, Fees and Charges General The rates for monthly service from the Water and Sewer Utility are set by the City Commission and are not subject to regulation by the Florida Public Service Commission or the County. On September 27, 2016, the City Commission enacted Ordinance No. 2016-4039 to establish the water and sanitary sewer monthly user rates for the Water and Sewer Utility (the "Rate Ordinance"). The monthly rates established in the Rate Ordinance include: (a) a flat or constant base facility charge for services of the Water System and of the Sewer System that is predicated on the size of the meter; (b) for the Water System: (i) a consumption charge consisting of inclining blocked rates to promote water conservation, and (ii) a purchased water pass-through rate to recover the costs of wholesale water service purchased from the County, including any increase in DERM Fees (hereinafter defined); and (c) for the Sewer System: (i) a constant volumetric flow charge based on one hundred percent (100%) of the metered water consumption to such account (domestic use; would not include separately metered water-only use), and (ii) a purchased sanitary sewer pass-through rate to recover the costs of wholesale wastewater service from the County, including any increase in DERM Fees. The revenues derived from the application of the rates for monthly retail water service and retail and wholesale wastewater service accounted for approximately 99% of reported Revenues during Fiscal Year 2016. See "SECURITY AND SOURCES OF PAYMENT - General" herein. DERM Fees Pursuant to Section 24-34 of the Code of Miami-Dade County, Florida, the City (as well as other utilities located within the County) is required to collect from its customers and pay to the County a service fee equal to eight percent (8.0%) of the revenues derived from its water and sanitary sewer utility operations conducted within the County(the "DERM Fee"). The purpose of the DERM Fee is to fund the operations costs of DERM associated with providing certain environmental services to and certain environmental regulation of the utilities located within the County. See"WATER AND SEWER UTILITY - Water System - Government Regulations" and "- Sewer System - Government Regulations"herein The DERM Fee is based on revenues derived from service rendered to retail customers. Therefore, receipts from wholesale water and sanitary sewer service to other water or sewer utilities (e.g., revenues collected by the City from the wholesale sewer service provided to the Satellite Cities) are excluded from the imposition of the DERM Fee. 46 Page 964 of 1633 The DERM Fee is due and payable to the County annually and must be paid no later than the first day of December of each year for the Fiscal Year that ended on September 30 of that year. Failure to pay the DERM Fee to the County on or before each December 1 obligates the respective utility to pay a late charge of 1.5% of the unpaid balance for each month or part of each month that the fee remains unpaid. Payment of the DERM Fee to the County must be accompanied by a statement verified by the utility showing its receipts upon which such fee is computed and may be subject to audit by the County. Automatic Adjustments to Monthly User Rates The Rate Ordinance includes certain provisions that provide for automatic rate adjustments, either annually to recover an allowance for inflation and its impact on the cost of operations or immediately upon certain events that would result in a change in costs, such as an increase in wholesale water and sanitary sewer rates billed by the County or an increase in the DERM Fee. Although generally presented to the City Commission for review and consideration, the Rate Ordinance provides that the automatic rate adjustments are not required to be presented to the City Commission to be implemented. Following is a brief summary of the automatic rate adjustment provisions contained in the Rate Ordinance: Pass-Through of Wholesale Rate Adjustments. The Rate Ordinance provides that the purchased water pass-through rate and the purchased sanitary sewer pass-through rate will be adjusted without a public hearing whenever the County implements changes to its wholesale service rates charged to the City. During Fiscal Year 2016, the purchased water costs and purchased wastewater costs accounted for approximately 65% of the total Current Expenses of the Water and Sewer Utility. The pass-through adjustment formulas established in the Rate Ordinance consider the change in the wholesale service rates, adjusted to account for the amount of the DERM Fee. Automatic Rate Indexing. The Rate Ordinance allows for automatic rate indexing of the monthly user rates to account for general increases in operating expenses other than increased costs for wholesale service (which are passed-through separately) due to inflationary impacts on the ongoing cost of providing service. The index applied by the City is the Consumer Price Index - All Urban Consumers, Miami-Fort Lauderdale, as published by the United States Bureau of Labor Statistics. The rate indexing formula contained in the Rate Ordinance also is required to be adjusted to account for the amount of the DERM Fee. Impact Fees In addition to the monthly rates for water and sanitary sewer service, the City currently charges Impact Fees based on the equitable and proportionate share of the cost for the water and sanitary sewer transmission capacity of the Water and Sewer Utility. The purpose of the Impact Fees is to pay or reimburse the City for a customer's equitable share of the capital costs of the construction, expansion or equipping of excess or unused transmission or conveyance capacity of the Water and Sewer Utility in order to serve new users. If an existing customer requests an increase in water or wastewater capacity due to increased development, an additional Impact Fee will be collected prior to development in an amount that is consistent with the net increase in demand. Fire Protection Fees The City charges a monthly base facility charge to all privately-owned fire protection systems connected to the Water System. The fire protection systems are individual customer specific connections and are unmetered. The fire protection fees are charged based on the size of the service line connecting the private system to the Water System. 47 Page 965 of 1633 Miscellaneous Service Charges In addition to the rates, fees and charges summarized above, the City has adopted a schedule of rates, fees and charges that are applicable to miscellaneous or customer-requested services and are customary utility service charges. Following is a brief summary of the primary miscellaneous service charges for the Water and Sewer Utility imposed by the City. Water Tapping Fees. The City charges its water customers a fee to connect to the water distribution system. The tapping fee is designed to recover the cost of physically connecting a customer to the Water System, including the cost of the water tap, the service line, and the meter installation. The current water tapping fees are set forth in the Rate Ordinance and are charged by meter size. Guarantee of Payment Deposit. The City currently charges a security deposit to all new customers to limit the risk of nonpayment of a utility bill. The amount of the security deposit is set forth in the Rate Ordinance and varies based on meter size. Other Miscellaneous Service Charges. In addition to the miscellaneous service charges described above, the City has several other charges that are applicable to miscellaneous or customer-requested services. A list of such charges is set forth in the Rate Ordinance and includes, among others, disconnect charges, meter test fees, meter repair or replacement fees and fees for unauthorized usage. For a detailed listing of the current rates and fees charged for services of the Water and Sewer Utility and specific information relating to such charges, see "APPENDIX C - City of Miami Beach, Florida Financial Feasibility Report for the Issuance of Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017,"including, in particular, "RATES, FEES,AND CHARGES"in the Feasibility Report. Rate Comparisons The following is a comparison of the monthly cost of providing water and sanitary sewer services for a typical single family residential customer of the City. Monthly costs are calculated reflecting a 5/8 and 3/4 inch or smaller rate meter at a usage level of 7,000 gallons (which is approximately the average monthly consumption of a 3/4 inch meter, single family residential customer of the Water and Sewer Utility). Also included on the following rate comparisons are bills calculated under the rates of other neighboring Florida utilities as of the billing month of July 2017. The monthly bills for the various Florida utilities used for the comparisons are exclusive of local taxes and water use restriction surcharges, if any. Additionally, municipal-owned utility systems may charge customers located outside the corporate limits of such municipality a surcharge up to 50% of the rates charged to customers located within the corporate limits of such municipality. The following rate comparison reflects inside-the-city rates only and not any surcharge that may be assessed customers located outside the corporate limits of a municipality. The 5/8 and 3/4 inch meter or smaller comparisons were prepared since such meter sizes represent the majority of the residential customers of the Water and Sewer Utility and the majority of the customers for the other utilities reflected in the comparison. As can be seen in the following comparison, the current rates charged by the City produce bills that are generally higher than charges for similar service provided by other neighboring utilities. Although the City's existing rates are higher, such rates are (i) not so high as to make the service of the Water and Sewer Utility uncompetitive; and (ii) expected to become more comparable to similar neighboring utility systems, since a majority of other Southeast Florida utilities are anticipating increasing rates in the near future. 48 Page 966 of 1633 Comparison of Typical Monthly Charges for Water and Sewer Service (5/8" or 3/4" Meter @ 7,000 Gallons)(') Utility Water Sewer Total City of Miami Beach - Existing Rates (FY 2017) $27.63 $71.59 $ 99.22 Other Utilities Surveyed in Miami-Dade County City of Homestead(2)(3) $14.89 $37.92 $52.81 Miami-Dade County(4) 19.83 38.67 58.50 City of Opa-locka(2) 22.90 36.36 59.26 City of Coral Gables(5) 19.83 43.19 63.02 City of Hialeah(2)(3) 20.97 43.60 64.57 City of North Miami Beach(3) 32.52 61.86 94.38 Other Neighboring Utilities Surveyed City of Boynton Beach(4) $23.90 $33.75 $57.65 City of Delray Beach 20.72 41.78 62.50 City of Margate) 36.12 28.94 65.06 City of Riviera Beach Utilities District(4) 36.08 30.58 65.66 City of Hallandale Beach(4) 27.22 42.46 69.48 City of Pembroke Pines(4) 34.69 38.37 73.06 City of Coral Springs(4) 26.13 48.43 74.56 City of Plantation(4) 27.66 48.75 76.41 City of Tamarae) 27.72 52.35 80.07 Cooper City(4) 33.59 46.49 80.08 City of Miramar(4) 37.22 46.35 83.57 City of Lake Worth(4) 46.01 37.61 83.62 City of Fort Lauderdale) 31.76 54.07 85.83 City of West Palm Beach(4) 45.49 46.02 91.52 City of Sunrise) 46.25 54.97 101.22 City of Oakland Park 59.05 53.81 112.86 City of Hollywood(4) 39.82 73.39 113.21 City of Dania Beach(4) 48.08 73.74 121.82 Town of Davie) 47.41 82.82 130.23 Average of Other Utilities in Miami-Dade County 21.82 43.60 65.42 Average of Other Neighboring Utilities 36.52 49.18 85.71 Average of Other Miami-Dade County and Neighboring Utilities $32.99 $47.84 $ 80.84 Source: The Feasibility Report. See "APPENDIX C -City of Miami Beach, Florida Financial Feasibility Report for the Issuance of Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017,"including,in particular, "RATES, FEES, AND CHARGES - Rate Comparisons" therein. 49 Page 967 of 1633 Footnotes set forth below are for the table on the immediately preceding page. (1) Amounts shown: (a) reflect rates in effect as of July 2017 for service inside the boundaries of each governmental entity listed and(b) do not include any utility taxes, franchise fees, surcharges or drought rates that may apply. All rates are as reported by the respective utility. The information provided in this table is intended to show comparable charges for similar utility service for comparison purposes only and is not intended to be a complete listing of all rates, fees and charges of each utility listed. (2) Utility purchases sanitary sewer service on a wholesale basis from the MDWASD. (3) Utility purchases potable water on a wholesale basis from the MDWASD. For the City of Homestead, the purchase of potable water is limited to an as needed basis and water usage by Homestead is not consistent with that of wholesale customers of the MDWASD. (4) Utility is currently involved in a rate study, is planning to conduct a rate study or expects to implement a rate revision within the next twelve (12) months. (5) The MDWASD currently provides water on a retail basis for the City of Coral Gables. Coral Gables provides retail sanitary sewer service to its customers. Rates for water and wastewater utility service greater than 2.0% - 4.0% of the median household income in a service area may present an affordability concern, as determined by utility industry standards (including the USEPA's affordability criteria set forth in its Guidances for Water Quality Standards and Financial Capability Assessment), and may be considered a financial burden to certain utility customers. Based on the median household income in the City (expressed in 2015 dollars) of$44,342, as reported by the US Census Bureau, and the average utility use of 7,000 gallons per month, the City's average water and sewer bill (based on October 1, 2016 rates) currently approximates 2.69% of the median household income in the City. As a result, the average water and sewer bill for services of the Water and Sewer Utility is considered to be within the affordability levels generally recognized in the utility industry. Historical and Projected Operating Results General The historical and projected operating results presented in the tables below for the Water and Sewer Utility were prepared based on financial information compiled and provided by the City and information included in the Comprehensive Annual Financial Report of the City for the Fiscal Years indicated. In general, the historical and projected operating results have been prepared in a manner consistent with the requirements of the Bond Resolution relative to the determination of Net Revenues. Therefore,the amounts shown reflect certain differences in the presentation of the financial results when compared to the Comprehensive Annual Financial Reports of the City. Specifically, the major differences are that the historical and projected results of operations reflected in the tables below do not include: (a) as part of Current Expenses: (i) depreciation and amortization expenses; or (ii) internal administrative charges; (b) in interest income, any earnings derived from moneys on deposit in: (i) the Construction Fund, (ii) the Subordinated Indebtedness Account, (iii) the Impact Fee Account, or(iv)the Special Assessment Account; and (c) in Revenues (i) amounts excluded from the definition of Revenues in the Bond Resolution, such as proceeds derived from the sale of property of the Water and Sewer Utility, and (ii) net changes in Revenues due to transfers to or from the Rate Stabilization Account. Summary of Historical Operating Results The historical operating results for the Water and Sewer Utility for the Fiscal Years ended September 30, 2012 through 2016 are summarized below. For a more detailed description of the historical operating results for the Water and Sewer Utility, including a more detailed explanation of the numbers presented in the following summary, see "APPENDIX C - City of Miami Beach, Florida Financial 50 Page 968 of 1633 • Feasibility Report for the Issuance of Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017," including, in particular, Table 4 in the Feasibility Report. Water and Sewer Utility Historical Operating Results and Debt Service Coverage') Fiscal Year Ended September 30, 2012 2013 2014 2015 2016 Total Revenues(2) $68,622,998 $68,384,565 $70,249,148 $76,118,870 $80,863,817 Current Expenses (46,769,683) (49,737,831) (49,242,030) (53,527,238) (57,124,877) Net Revenues 21,853,315 18,646,734 21,007,118 22,591,632 23,738,940 As a Percent of Total Revenues 31.85% 29.27% 29.90% 29.68% 29.36% Debt Service Coverage: Net Revenues 21,853,315 18,646,734 21,007,118 22,591,632 23,738,940 Debt Service on Bonds° (9,901,136) (9,918,436) (8,661,074) (10,234,542) (8,881,733) Coverage 221% 188% 243% 221% 267% Bond Resolution Required Coverage 110% 110% 110% 110% 110% Required Transfers(4) (3,010,229) (3,291,990) (3,233,001) (3,524,519) (3,840,888) Amount Available for Other Purposes° $ 8,941,950 $5,436,308 $9,113,053 $ 8,832,571 $11,016,319 Source: The Feasibility Report. See"APPENDIX C-City of Miami Beach,Florida Financial Feasibility Report for the Issuance of Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017," including, in particular, "HISTORICAL OPERATING RESULTS - Summary of Historical Operating Results" in the Feasibility Report. (1) Numbers may not add due to rounding. (2) Amounts shown include increased Revenues resulting from the application of a rate increase for services of (i) the Sewer System of 5.00%, 19.00% and 8.90% for Fiscal Years 2014, 2015 and 2016, respectively, and (ii) the Water System of 1.60% and 4.90% for Fiscal Years 2015 and 2016, respectively. (3) Includes actual Principal and Interest Requirements on all Bonds Outstanding during the Fiscal Years indicated. (4) Represents transfers made in accordance with the provisions of the Bond Resolution, including any required transfers to the Reserve Account, the Rate Stabilization Account and the Subordinated Indebtedness Account. The administrative fees that are not included as Current Expenses, in accordance with the provisions of the Bond Resolution,were classified and included as a required transfer,since such fees were paid from Revenues. The required transfers also include payments assigned to the Water and Sewer Utility from a master equipment lease between the City and SunTrust Equipment Finance and Leasing Corporation. This master equipment lease financed several vehicles for the City that are used for Water and Sewer Utility operations. (5) Represents amounts available for other utility purposes, such as future capital expenditures of the Water and Sewer Utility. Summary of Projected Operating Results The projected operating results for the Water and Sewer Utility for the Fiscal Years ended September 30, 2017 and ending September 30, 2018 through 2022 are summarized below. For a more 51 Page 969 of 1633 detailed description of the projected operating results for the Water and Sewer Utility, including a more detailed explanation of the numbers presented in the following summary, see "APPENDIX C - City of Miami Beach, Florida Financial Feasibility Report for the Issuance of Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017," including, in particular, Table 6 in the Feasibility Report. Water and Sewer Utility Projected Operating Results and Debt Service Coverage' Fiscal Year Ending September 30, 2017 2018 2019 2020 2021 2022 Total Revenues2) $87,421,265 $89,644,902 $91,966,636 $95,325,230 $98,878,137 $102,475,701 Current Expenses (60,946,541) (63,122,924) (66,044,396) (69,175,765) (72,463,128) (75,714,797) Net Revenues 26,474,724 26,521,978 25,922,240 26,149,465 26,415,009 26,760,904 As a Percent of Total Revenues 30.28% 29.59% 28.19% 27.43% 26.71% 26.11% Debt Service Coverage: Net Revenues 26,474,724 26,521,978 25,922,240 26,149,465 26,415,009 26,760,904 Debt Service on Bonds(3) (11,304,445) (9,973,285) (11,791,381) (11,778,788) (13,777,237) (14,834,413) Coverage 234% 266% 220% 222% 192% 180% Bond Resolution Required Coverage 110% 110% 110% 110% 110% 110% Required Transfers(4) (4,035,682) (4,149,554) (4,281,758) (4,426,795) (4,580,933) (4,734,169) Amount Available for Other Purposes(5) $11,134,597 $12,399,139 $9,849,101 $9,943,882 $ 8,056,839 $7,192,322 Source: The Feasibility Report. See "APPENDIX C - City of Miami Beach, Florida Financial Feasibility Report for the Issuance of Water and Sewer Revenue and Revenue Refunding Bonds,Series 2017,"including,in particular,"PROJECTED OPERATING RESULTS - Summary of Projected Operating Results" in the Feasibility Report. (1) Numbers may not add due to rounding. (2) Amounts shown include increased Revenues resulting from the application of adopted and projected rate increases for services of the Water and Sewer Utility. See"WATER AND SEWER UTILITY-Rates,Fees and Charges herein. The percentage rate increase for service of the Water and Sewer Utility is projected to increase an average of 3.56% annually for service from the Water System and an average of 2.94% annually for service from the Sewer System during the Forecast Period. (3) Includes Principal and Interest Requirements on all Bonds anticipated to be Outstanding during the Fiscal Years indicated, including, in addition to the Outstanding Bonds, a Series of Additional Bonds expected to be issued during Fiscal Year 2021 in the aggregate principal amount of approximately $50,000,000. (4) Represents transfers made in accordance with the provisions of the Bond Resolution, including any required transfers to the Reserve Account, the Rate Stabilization Account and the Subordinated Indebtedness Account. The administrative fees that are not included as Current Expenses, in accordance with the provisions of the Bond Resolution, were classified and included as a required transfer,since such fees will be paid from Revenues. The required transfers also include payments assigned to the Water and Sewer Utility from a master equipment lease between the City and SunTrust Equipment Finance and Leasing Corporation. This master equipment lease financed several vehicles for the City that are used for Water and Sewer Utility operations. (5) Represents amounts projected to be available for other utility purposes,such as future capital expenditures of the Water and Sewer Utility. 52 Page 970 of 1633 FINDINGS AND CONCLUSIONS OF THE ENGINEERING REPORT AND THE FEASIBILITY REPORT Hazen & Sawyer, P.C. has been engaged by the City to serve as the Series 2017 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 2017 Bonds. In such capacity, the Series 2017 Consulting Engineer and the Feasibility Consultant have prepared the Engineering Report and the Feasibility Report, respectively, to provide a summary of the overall physical condition and financial status of the Water and Sewer Utility to support the issuance of the Series 2017 Bonds. The information contained in the Engineering Report and the Feasibility Report includes, among other things, a presentation of facts and data obtained by the Series 2017 Consulting Engineer and the Feasibility Consultant from its recent investigations and discussions with management and operations personnel of the Water and Sewer Utility and includes a review of, among other sources, the City's five year capital improvement plan, the comprehensive annual financial reports of the City for the Fiscal Years ended September 30, 2012 through 2016, the financial reports and work papers of the City for the Fiscal Years ended September 30, 2012 through 2016, the City's annual operating budgets for the Fiscal Years ended September 30,2012 through 2017 and for the Fiscal Year ending September 30, 2018, the financial,billing and operating data of the City relating to the Water and Sewer Utility, the Rate Ordinance, the 2013 Consent Decree and other notices of regulatory authorities relating to the Water and Sewer Utility issued or in effect during the Historical Period, and other files maintained by or provided to the Series 2017 Consulting Engineer or the Feasibility Consultant relating to the Water and Sewer Utility. Set forth below is a summary of certain findings and conclusions reached by the Series 2017 Consulting Engineer in the Engineering Report and by the Feasibility Consultant in the Feasibility Report. Reference is made to the complete copy of the Engineering Report and the Feasibility Report for a more detailed description of the information relied upon by the Series 2017 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 Engineering Report for the Issuance of Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017" and "APPENDIX C - City of Miami Beach, Florida Financial Feasibility Report for the Issuance of Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017." The Engineering 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 2017 Consulting Engineer and of the Feasibility Consultant, the assumptions upon which the following findings and conclusions are based, as described in the Engineering Report and the Feasibility Report, respectively, are reasonable. Opinions of the Series 2017 Consulting Engineer Based on the principal considerations, assumptions and results of the studies and analyses of the Series 2017 Consulting Engineer summarized in the Engineering Report,information prepared and provided by the City, discussions with staff and consultants of the City, and other industry sources, the Series 2017 Consulting Engineer is of the opinion that: 1. The Water and Sewer 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 Water and Sewer Utility and have enabled the City to comply with applicable federal, State and County rules and regulations. 53 Page 971 of 1633 2. Key staff of the City in charge of the operations and maintenance of the Water and Sewer Utility and implementation of the CIP are well qualified and capable of effectively managing the responsibilities of such operations, maintenance and implementation. 3. The major components of the Water and Sewer Utility, together with planned renewals, replacements, upgrades, and additions, as specifically identified in the Engineering Report, can reasonably be expected to meet the projected operating requirements of the Water and Sewer Utility through the Forecast Period. 4. Based on its agreement with the County for the purchase of potable water from the MDWASD, the City's water supply is sufficient to meet the service area needs of the Water System through the Forecast Period. 5. The City's water distribution system has sufficient capacity to meet the projected demands on the Water System through the Forecast Period, including, without limitation, adequate water flow capacity for firefighting. 6. The City's water storage facilities provide adequate storage to meet the projected demands on the Water System through the Forecast Period, including, without limitation, requirements for water storage to provide reserves for firefighting. 7. The Sewer System is adequately maintained, suitable for its intended purposes and has sufficient capacity to meet the needs of the service area of the Sewer System through the Forecast Period. 8. The Water and Sewer Utility are in compliance with current regulatory requirements and, with planned renewals, replacements, upgrades, and additions, as specifically identified in the Engineering Report, are reasonably expected to remain in compliance with all regulatory requirements throughout the Forecast Period. 9. The methodology used to develop the CIP, its timing, implementation and the cost of its improvements was an appropriate methodology for such purposes. 10. The improvements which constitute the Series 2017 Project 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. 11. The projected cost and time periods for implementing the improvements which constitute the Series 2017 Project are reasonable. 12. Issuance of the Series 2017 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 of the City. Opinions of the Feasibility Consultant Based on the principal considerations, assumptions and results of the studies and analyses of the Feasibility Consultant summarized in the Feasibility Report,information prepared and provided by the City, discussions with staff and consultants of the City, and other industry sources, the Feasibility Consultant is of the opinion that: 54 Page 972 of 1633 1. The projected growth in customers and usage of the Water and Sewer Utility represents reasonable and attainable projections for the purposes of the Feasibility Report 2. The projections of Current Expenses represent reasonable projections for the purposes of the Feasibility Report. 3. Revenues for the Forecast Period under the approved rates for the Water and Sewer Utility contained in the Rate Ordinance should be sufficient to (i)pay the projected Current Expenses, (ii)pay the estimated Principal and Interest Requirements on the Outstanding Bonds, anticipated Series 2017 Bonds and projected Additional Bonds coming due in such years, and(iii)make the projected deposits to the other accounts established by the Bond Resolution for the Water and Sewer Utility. The projected Revenues assume the annual application of a price index (inflationary) rate adjustment, as contained in the Rate Ordinance, and the annual application of the Purchased-Water Pass-Through Consumption Charges and the Purchased-Wastewater Pass-Through Consumption Charges, as contained in the Rate Ordinance. As described in the Feasibility Report, the Feasibility Consultant has recognized additional rate adjustments above the estimated pass-through consumption charges and indexing adjustments to provide additional Net Revenues for the renewal and replacement of Water and Sewer Utility infrastructure. 4. Net Revenues have been, throughout the Historical Period, and are projected to be, throughout the Forecast Period, in compliance with the rate covenant contained in the Bond Resolution. 5. The existing rates for water and sanitary sewer service of the Water and Sewer Utility are generally higher when compared to charges for similar service provided by other neighboring and coastal utilities located in Southeast Florida. Additional rate increases associated with the application of the approved annual price index (inflationary) rate adjustment, as contained in the Rate Ordinance, and the annual application of the Purchased-Water Pass-Through Consumption Charges and the Purchased-Wastewater Pass-Through Consumption Charges,as contained in the Rate Ordinance, have been assumed for each year of the Forecast Period subsequent to Fiscal Year 2017 to meet the annual expenditure requirements of the Water and Sewer Utility. Application of the annual price index (inflationary) rate adjustment and annual application of the Purchased-Water Pass-Through Consumption Charges and the Purchased-Wastewater Pass-Through Consumption Charges, as assumed in the Feasibility Report, are not expected by the City to negatively affect the customer growth or sales (billed water and wastewater use or flow) assumed for the Forecast Period. 6. The existing Impact Fees for the Water and Sewer Utility are generally lower when compared to the fees charged by neighboring utilities located in Southeast Florida. Application of the Impact Fees is not expected to negatively affect growth planned by the City for the Water and Sewer Utility service area. TAX MATTERS General In the opinion of Squire Patton Boggs (US) LLP, Bond Counsel, under existing law(i) interest on the Series 2017 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 2017 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 55 Page 973 of 1633 taxes imposed by Chapter 220, Florida Statutes, as amended. Bond Counsel expresses no opinion as to any other tax consequences regarding the Series 2017 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 2017 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 2017 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 2017 Bonds being included in gross income for federal income tax purposes retroactively to the date of issuance of the Series 2017 Bonds. The City has covenanted to take the actions required of it for the interest on the Series 2017 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 2017 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 2017 Bonds or the market value of the Series 2017 Bonds. A portion of the interest on the Series 2017 Bonds earned by certain corporations may be subject to a federal corporate alternative minimum tax. In addition, interest on the Series 2017 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 2017 Bonds. Bond Counsel will express no opinion regarding those consequences. Payments of interest on tax-exempt obligations, including the Series 2017 Bonds, are generally subject to IRS Form 1099-INT information reporting requirements. If a Series 2017 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. 56 Page 974 of 1633 Bond Counsel's engagement with respect to the Series 2017 Bonds ends with the issuance of the Series 2017 Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the City or the owners of the Series 2017 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 2017 Bonds, under current IRS procedures, the IRS will treat the City as the taxpayer and the beneficial owners of the Series 2017 Bonds will have only limited rights, if any, to obtain and participate in judicial review of such audit. Any action of the IRS, including but not limited to selection of the Series 2017 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 2017 Bonds. Prospective purchasers of the Series 2017 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 2017 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 2017 Bonds. There can be no assurance that legislation enacted or proposed, or actions by a court, after the date of issuance of the Series 2017 Bonds will not have an adverse effect on the tax status of interest on the Series 2017 Bonds or the market value or marketability of the Series 2017 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 2017 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 2017 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 2017 Bonds for federal income tax purposes for all or certain taxpayers. In such event, the market value of the Series 2017 Bonds may be adversely affected and the ability of holders to sell their Series 2017 Bonds in the secondary market may be reduced. The Series 2017 Bonds are not subject to special mandatory redemption, and the interest rates on the Series 2017 Bonds are not subject to adjustment in the event of any such change in the tax treatment of interest on the Series 2017 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 2017 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 57 Page 975 of 1633 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 the same extent, and subject to the same considerations discussed above, as other interest on the Series 2017 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 2017 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. 58 Page 976 of 1633 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 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) 59 Page 977 of 1633 September 30, 2010 for members of AFSCME, GSAF and members of the Employee Plan who are not included in any collective bargaining unit; and (ii) October 27, 2010 for members of CWA. Classified members under the Employee Plan First Tier are eligible for normal retirement at age fifty (50) and five (5) years of creditable service and are entitled to benefits of three percent (3%) of their final average monthly earnings, multiplied by the first fifteen (15) years of creditable service, plus four percent(4%) of their final average monthly earnings, multiplied by the years of creditable service in excess of fifteen (15) years, with the total not to exceed ninety percent (90%) of the employee's final average monthly earnings. Employee Plan First Tier unclassified members accrued four percent(4%) of their final average monthly earnings for creditable service before October 18, 1992 and three percent (3%) per year of creditable service after October 18, 1992, with the total not to exceed eighty percent(80%) of their final average monthly earnings. 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 60 Page 978 of 1633 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 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. [Remainder of page intentionally left blank] 61 Page 979 of 1633 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: 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: 62 Page 980 of 1633 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, 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 63 Page 981 of 1633 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 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. 64 Page 982 of 1633 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 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. [Remainder of page intentionally left blank] 65 Page 983 of 1633 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: 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 66 Page 984 of 1633 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. 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 67 Page 985 of 1633 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. (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. 68 Page 986 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] 69 Page 987 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 Water and Sewer Utility. No separate financial statements for the Water and Sewer 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 2017 Bonds. CONTINUING DISCLOSURE The City will covenant for the benefit of the holders of the Series 2017 Bonds to provide certain financial information and operating data relating to the Water and Sewer 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. 70 Page 988 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 2017 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 2017 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 Water and Sewer Utility to generate sufficient Net Revenues to pay debt service on the Series 2017 Bonds. LEGAL MATTERS Certain legal matters incident to the issuance of the Series 2017 Bonds and with regard to the tax- exempt status of the interest on the Series 2017 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 2017 Bonds, will be delivered on the date of issuance of the Series 2017 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 71 Page 989 of 1633 • pertaining to the City or the Series 2017 Bonds that may be prepared or made available by the City, the Underwriters or others to the Holders of the Series 2017 Bonds or other parties. Certain legal matters incident to the issuance of the Series 2017 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 2017 Bonds, will be delivered to the City by Disclosure Counsel at the time of original delivery of the Series 2017 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 2017 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 2017 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 2017 Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2017 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 2017 Bonds a rating of " ," with a " outlook," and S&P Global Ratings, a division of Standard & Poor's Financial Services LLC ("S&P") has assigned a rating of" ," with a " outlook." Such ratings and outlooks reflect the view of such organizations. An explanation of the significance of such ratings and outlooks may be obtained only from Moody's and S&P, respectively. An explanation of the rating and outlook assigned by Moody's may be obtained from Moody's at 7 World Trade Center, 250 Greenwich Street, 23`d Floor, New York, New York 10007, (212) 553-0300. An explanation of the rating and outlook assigned by S&P may be obtained from S&P at 55 Water Street, 38th Floor, New York, New York 10041, (212) 438-2124. 72 Page 990 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 2017 Bonds. UNDERWRITING The Series 2017 Bonds are being purchased by Raymond James & Associates, Inc. Loop Capital Markets LLC and Stifel, Nicolaus & Company, Incorporated (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 2017 Bonds by Bond Counsel and the existence of no material adverse change in the condition of the City or the Water and Sewer Utility from that set forth in the Official Statement. The Series 2017 Bonds are being purchased at a purchase price of$ (which represents the $ principal amount of the Series 2017 Bonds, [plus / minus a net original issue premium / discount of $ ,] minus an Underwriters' discount of $ ). The Series 2017 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 2017 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. The Underwriters may have entered into distribution agreements with other broker-dealers (that have not been designated by the City as an underwriter) for the distribution of the Series 2016 Bonds at the original issue prices. Such agreements generally provide that the relevant underwriter will share a portion of its underwriting compensation or selling concession with such broker-dealers. 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 Series 2000 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 Hazen and Sawyer, P.C., as the Series 2017 Consulting Engineer, and Public Resources Management Group, Inc., as the Feasibility Consultant, in connection with the issuance of the Series 2017 Bonds have been approved by such firms. The Engineering Report 73 Page 991 of 1633 prepared by the Series 2017 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 Engineering Report and the Feasibility Report do not purport to be adequate summaries of such reports or complete in all respects. References to the Engineering Report and the Feasibility Report in this Official Statement are an integral part of this Official Statement. The Engineering 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 2017 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 2017 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 2017 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 2017 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 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 2017 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 2017 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. 74 Page 992 of 1633 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 75 Page 993 of 1633 APPENDIX A General Information and Economic Data Regarding the City of Miami Beach, Florida and Miami-Dade County,Florida Page 994 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 2017 Bonds are payable only from the Net Revenues of the City's Water and Sewer Utility, and other amounts constituting Pledged Revenues, as defined in this Official Statement. The Series 2017 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 995 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 Cenus. * 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 996 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 997 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 998 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 999 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 1000 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 1001 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 1002 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 1003 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 1004 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 6.25% 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 1005 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 $731,563,485 520% 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 1006 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 1007 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 1008 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 1009 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 (25`h) 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 1010 of 1633 nation and eleventh (11') 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 I-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 1011 of 1633 APPENDIX B City of Miami Beach,Florida Engineering Report for the Issuance of Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017 Page 1012 of 1633 APPENDIX C City of Miami Beach,Florida Financial Feasibility Report for the Issuance of Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017 Page 1013 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 1014 of 1633 APPENDIX E The Resolution Page 1015 of 1633 APPENDIX F Proposed Form of Opinion of Bond Counsel Page 1016 of 1633 APPENDIX G Proposed Form of Opinion of Disclosure Counsel Page 1017 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 WATER AND SEWER REVENUE AND REVENUE REFUNDING BONDS, SERIES 2017 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 Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017 (the "Series 2017 Bonds"). The Series 2017 Bonds are being issued with the terms, for the purposes and subject to the conditions set forth in Resolution No. 95-21585 adopted by the Mayor and City Commission of the City (collectively, the "City Commission") on May 17, 1995 (the "Bond Resolution"), and Resolution No. 2017- adopted by the City Commission on October , 2017 (the "Series 2017 Resolution" and, collectively with the Bond Resolution, the "Resolution"), as described in the Official Statement dated , 2017 relating to the Series 2017 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 2017 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 2017 Bonds are lawful and valid under the laws of the State of Florida, or that the Series 2017 Bonds are valid and binding obligations of the City enforceable in accordance with their terms, or that interest on the Series 2017 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 2017 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 2017 Bonds, the Financial Advisor for the City, the Underwriters for the issuance of the Series 2017 Bonds and Bryant Miller Olive P.A., Counsel to the Underwriters, in which the contents of the Official Statement and related matters were discussed. G-1 Page 1018 of 1633 City Commission of the City of Miami Beach, Florida Date of Delivery Page 2 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 2017 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 2017 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 2017 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 1019 of 1633 APPENDIX H Form of Disclosure Dissemination Agent Agreement Page 1020 of 1633 CITY OF MIAMI BEACH, FLORIDA and U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent ESCROW DEPOSIT AGREEMENT Relating to WATER ANI) SEWER REVENUE BONDS, SERIES 2000 DATED AS OF , 2017 Page 1021 of 1633 010-8499-9190/3/AMERICAS ESCROW DEposit' AGREEMENT TEETS 117SCROW DEPOSIT AGREEMENT (the "Agreement") made and entered into as of 2017, 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 $54,310,000 aggregate principal amount City of Miami Beach, Florida Water and Sewer Revenue Bonds, Series 2000, dated as of August 15, 2000, presently outstanding in the principal amount of$30,830,000 (the "Outstanding Series 2000 Bonds"), pursuant to the provisions of Resolution No. 95-21585, adopted by the Mayor and City Commission of the City (the "Commission") on May 17, 1995 (the "Bond Resolution"), and Resolution No. 2000-24041, adopted by the Commission on July 26, 2000; and WHEREAS, the City desires to refund, defease and redeem the Outstanding Series 2000 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 Water and Sewer Revenue and Revenue Refunding Bonds, Series 2017 (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 he 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 be sufficient, together with certain moneys remaining uninvested, to pay upon the redemption thereof, 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 1022 of 1633 010-8499-9190/3/AMERICAS ARTICLE CREATION AND 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) $ 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 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 B 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 upon the redemption thereof, in accordance with the terms thereof', 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 1023 of 1633 010-8499-9190/3/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, III 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 III 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 Water and Sewer Revenue Bonds, Series 2000 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, upon the redemption thereof, 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 redeemed all principal of and 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 3 Page 1024 of 1633 010-8499-9190/3/AMERICAS into the Escrow Deposit -Frust 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 H 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 Trust 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 Obligations listed in Schedule B may be effected only upon compliance with Section 3.05(b)(l) and (2) below. 4 Page 1025 of 1633 010-8499-9 7.90/3/AMERICAS (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 oil 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 will 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 therefor of other Government Obligations not required to be 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 he 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 , 201_ 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 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 is hereby directed to mail a copy of such notice of redemption 5 Page 1026 of 1633 0.10-8499-9190/3/AMERICAS to Ambac Assurance Corporation (the "Series 2000 Bond Insurer"). The Refunded Bonds Bond Registrar shall file, 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 required under 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 Trust Fund until such time as they, are needed. Such moneys shall be 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 be included in gross income for federal 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 Deposit 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 Rinds 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 be liable for the accuracy of the calculations as to the sufficiency of moneys and of the principal amount 6 Page 1027 of 1633 010-8499-9190/3/AMERICAS 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 be 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 be 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 fees 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 1028 of 1633 010-8499-9190/3/AMERICAS (b) to grant to or confer upon the Escrow Agent 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, 23° 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 he deemed and construed to he 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 bind 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 1029 of 1633 010-8499-9190/3/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 he 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 he 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 and the Series 2000 Bond Insurer. 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 1030 of 1633 010-8499-9190/3/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 OW 1 10 City Attorney Rpe Date Page 1031 of 1633 010-8499-9190/3/AM E RICAS SCHEDULE A REFUNDED BONDS Maturity Date Principal Amount Interest Rate 09/01/2025 $ 7,660,000 5.75% 09/01/2027 8,560,000 5.50 09/01/2030 14,610,000 5.00 A-1 Page 1032 of 1633 010-8499-9190/3/AMERICAS SCHEDULE B INVESTMENT OF BOND PROCEEDS AND OTHER MONEYS Type of Security Maturity Date Principal Amount Interest Rate $ % B-1 Page 1033 of 1633 010-8499-9190/3/AMERICAS SCHEDULE C SCHEDULE OF PAYMENTS ON REFUNDED BONDS Date Principal Interest Total $30,830,000.00 $ $ C-1 Page 1034 of 1633 010-8499-9190/3/AMERICAS SCHEDULE D ESCROW AGENT FEES ANI) EXPENSES (i) 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 1035 of 1633 010-8499-9190/3/AMERICAS SCHEDULE F NOTICE OF DEFEASANCE City of Miami Beach, Florida Water and Sewer Revenue Bonds, Series 2000 Dated: August 15, 2000 Maturity Date (September 1.) Principal Amount Interest Rate CUSIP Numbers* 2025 5 L660,000 5.75% 593241BA9 2027 8.560,000 5.50 593241AX0 2030 14.610,000 5.00 593241A Y8 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 , 201 (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. 95-21585 adopted by the Mayor and City Commission of the City of Miami Beach, Florida on May 17, 1995 (the "Bond Resolution"), the Bonds are no longer deemed to be outstanding under the provisions of the Bond Resolution and have ceased to he 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: , 2017 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 1036 of 1633 010-8499-9190/3/AMERICAS FIRST SUPPLEMENTAL LoAN AGREEMENT DATED AS OF , 2017 Among CITY OF GULF BREEZE, FLORIDA as Sponsor and US. BANK NATIONAL ASSOCIATION As Trustee • And CITY OF MIAMI BEACH, FLORIDA As Governmental Unit RELATING TO THE LOANAGREEMENT DATED AS OF MAY 1, 2006 EXECUTED IN CONNECTION WITH W4 TER AND SEWER REVENUE BONDS, TAXABLE SERIES 2006B-2 (CITY OF MIAMI BEACH, FLORIDA) $18,300,000 LOAN FROM THE CITY OF GULF BREEZE, FLORIDA, LOCAL GOVERNMENT LOAN PROGRAMFLOATING RATE DEMAND REVENUE BONDS, SERIES 1985B This Document prepared by and return to: JoLinda Herring Bryant Miller Olive P.A. I SE 3rd Avenue, Suite 2200 Miami, Florida 33131 Page 1037 of 1633 TABLE OF CONTENTS SECTION 1. DEFINITIONS. 1 SECTION 2. AMENDMENTS 1 SECTION 3. PRIOR AGREEMENT TO REMAIN IN EFFECT. 4 SECTION 4. LIMITATION OF LIABILITY 4 SECTION 5. NO PERSONAL RECOURSE 4 SECTION 6. ILLEGAL OR INVALID PROVISIONS DISREGARDED. 4 SECTION 7. APPLICABLE LAW. 4 SECTION 8. ASSIGNMENTS............................................................................... .. SECTION 9. AMENDMENTS. ........................................................................................ 5 SECTION 10. TERM OF AGREEMENT. 5 SECTION 11 NOTICES 5 SECTION 12. HF_ADINGS6 SECTION 13. AMENDMENT TO INTERLOCAL AGREEMENT. 6 SECTION 14. COUNTERPARTS 6 Page 1038 of 1633 FIRST SUPPLEMENTAL LOAN AGREEMENT This FIRST SUPPLEMENTAL LOAN AGREEMENT. dated as of . 2017, is entered into by and between U.S. BANK NATIONAL ASSOCIATION, as successor Trustee for the holders of the Program Bonds (as defined in the Original Loan Agreement), MATT DANNHEISSER, Mayor. as Administrator (the "Administrator") acting on behalf of the CITY OF GULF BREEZE, FLORIDA (the "Sponsor") and the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation organized and duly existing under the laws of the State of Florida (the "Governmental Unit-). for and in consideration of the mutual benefits and obligations herein conferred and undertaken and for other good and valuable consideration, receipt of which is hereby acknowledged. WITNESSETH AS FOLLOWS: Section 1. DEFINITIONS. All capitalized terms used herein which are defined in the Loan Agreement dated as of May 1, 2006 (the "Original Loan Agreement') between the Trustee, the Administrator and the Governmental Unit. shall have the meanings set forth in the Original Loan Agreement. Section 2. AMENDMENTS. Pursuant to Section 6.7 of the Original Loan Agreement, the undersigned hereby agree to the following amendments to the Original Loan Agreement: (A) Section 3.4 of the Original Loan Agreement is hereby amended to read as follows: (a) The Governmental Unit shall be entitled to prepay the Series 2006E-2 Loan in whole or in part on any date upon which the Program Bonds converted to a Long Fixed Rate in connection with the Series 2006B-2 Loan may be redeemed or converted to another Mode at the option of the Sponsor or may be called for mandatory tender by the Sponsor, upon not less than one hundred twenty 4 four ( 124) days prior written notice to the Sponsors A4mi", strater--and the Trustee. urogram Be &may redeemed or converted as and-to-t *, m -`. en- sale=i4t (b) Any such prepayment in whole shall be made with the effect provided in Section 4.04 of the Indenture, it being understood that all prepayment:,, unless such deposit already constitutes Eligible Funds for Tender, the principal portion of any prepayment permitted pursuant to this section must be made not less than one hundred twenty-ninefour (2-29124) days in advance of any application thereof, unless the Indenture shall otherwise permit. The prepayment shall be in an amount equal to the sum of(A) accrued and unpaid interest on the Series 2006E-2 Loan as of the date on which redemption or tender of the Program Bonds can occur following processing of such 1 Page 1039 of 1633 notice and (B) the product obtained by multiplying (i) the outstanding principal amount of the Series 2006B-2 Loan to be prepaid by (ii) the quotient obtained by dividing (y) the principal amount of the Program Bonds then Outstanding by (x) the amount of Program Assets (as defined in the Indenture) held by the Trustee, provided that the quotient shall not be less than 1.0. In no event, however, shall the prepayment amount for such prepayment in whole be less than the principal amount of the Series 2006B-2 Loan then Outstanding plus accrued interest and any unpaid Reserve Payment amount due in respect of the Series 2006B-2 Loan. In the case of a partial prepayment of the Series 2006B-2 Loan, the amount of any such prepayment which shall be applied to the reduction of the outstanding principal balance of the Series 2006B-2 Loan shall be reduced by an amount equal to the sum of (A) the amount of interest which accrues on the Series 2006B-2 Loan from the date of its deposit with the Trustee until the first Business Day which is not earlier than one hundred twenty-"efour (+29i24) days thereafter (the 7Prepayment Effective Date::") and (B) the difference between (1) the product obtained by multiplying (i) the outstanding principal amount of the Series 2006B-2 Loan to be prepaid (as reduced by the amount described in clause (A) of this sentence) by (ii) the quotient obtained by dividing (y) the principal amount of the Program Bonds then Outstanding by (x) the amount of Program Assets on the Prepayment Effective Date, provided that the quotient shall not be less than 1.0 and (2) the outstanding principal amount of the Series 2006B-2 Loan to be prepaid (as reduced by the amount described in clause (A) of this sentence). Notwithstanding anything herein to the contrary, the one hundred twenty-ninefour (429124) day periods mentioned in paragraphs (a) and (b) hereof may run concurrently. The Governmental Unit shall receive credit for any income from investment of the amount of any such prepayment. Any computation of the prepayment amount under this Section 3.4(b) shall be made assuming all payments are made by Participating Governmental Units, as provided in Section 3.3(d) hereof With respect to payments from other than Eligible Funds for Tender, *dor to such Prepayment Effective Date, the Governmental Unit shall continue to pay monthly interest and Pro!ram Ex.enses with res sect to the sresa ment amoun less credit for an interest earnin_s actual! realized on the investment of such .re.a merit amount. No .re.a ment hereunder shall take effect prior to the Prepayment Effective Date unless such prepayment is made from funds otherwise constituting Eligible Funds for Tender. (c) The amount of any prepayment shall also include any amounts necessary to pay prepayment premiums, if any, to the holders of the Converted Bonds in connection with a redemption thereof from the proceeds of the prepayment. (d) In determining the amount and effect of any prepayments under this Section 3.4, Program Assets shall include any unpaid Loans, including any unpaid Loans that may have been discharged in bankruptcy or declared void or unenforceable. 2 Page 1040 of 1633 ((e) The__Governmental__unitmay_make_provision for _prepayment_of,the scheduled principal and Fixed Rate_interestof the Series 2006B-2 Loan in._whole b_y deposit of Government Obligations (or other_investments acceptable to the Credit Facility Issuer) in irrevocable escrow prior_to the Prepa rn�.ent Effective Date. Upon making such deposit in escrow in accordance with the provisions_hereof or at anv time thereafter,the Governmental Unit may, with the consent of the Administrator and the Credit Facility Issuer, deposit with the Trustee an amount to be applied to the reduction of any Non- Asset Bonds, including, among_ other things, (i) Non-Asset Bonds related to the deficiency between the amount of Bonds Outstandin T and the amount of Program Assets, and (ii) Non-Asset _Bonds related to accrued and unpaid Program Expenses. On the Prepayment Effective Date the Governmental Unit shall receive credit in the amount of such deposit toward the Prepayment Requirement,_as defined in the Indenture (the "Pr ment Requirement"), due to the Trustee on such date. provided however, that in co cutin_ the Pre•a ment Re uirement on such date the fi_ure for Pro_ram Assets held by the Trustee shall be reduced by the amount of such credit. In no event, however, shall the Pre ment Re uirement for such ire•a ment in whole be less than the irincipal amount of the Series 2006B-2 Loan then Outstanding plus accrued interest and premium. (B) Section 4.1(b) of the Original Loan Agreement is hereby amended to read as follows: (b) The Governmental Unit shall deliver to the Sponsor, the Credit Facility Issuer and the Trustee, not later than the 135th but not earlier than the 13125th day following (i) in the case of a Loan secured by a Local Letter of Credit, the date of each Loan Payment pursuant to the terms of this Agreement (whether by prepayment or regularly scheduled payment) or (ii) as to Loans not so secured, within 1-3 --days fo **-'--and olel with resect to .a ments from other than Eli•ible Funds for Tender upon the final payment upon the Series 2006B-2 Loan. a certificate of the Governmental Unit, or other evidence in form and substance satisfactory to the Trustee, to the effect that, during the period ending t=one hundred twenty-four (124) days following such payment: no bankruptcy, insolvency or similar proceeding has been commenced by or against the Governmental Unit and that no other event has occurred which would have constituted an Event of Default under Section 5.1(f) of this Agreement (except such as has been vacated, dismissed or discharged by an order which is not subject to further appeal). Notwithstanding the payment in full of the Series 2006B-2 Loan. the Governmental Unit shall pay any -. e charges incurred by the Sponsor or the Trustee in connection with any payment under the Credit Facility by reason of the Governmental Unit's failure to deliver such certificate or evidence on a timely basis. In addition, notwithstanding the payment in full of the Series 2006B-2 Loan, the Governmental Unit shall pay to any Substitute Credit Facility Issuer an amount, if any, equal to the Credit Facility Issuer Rate per annum on the amount which was disbursed under the Credit Facility by reason of any payment of the Governmental Unit's Series 2006B-2 Loan payment to the holders of the Program Bonds being deemed a Preference Payment (as defined in the Indenture). for the period between the disbursement of such 3 Page 1041 of 1633 amount under the Credit Facility and the repayment of such amount by the Governmental Unit. Section 3. PRIOR AGREEMENT TO REMAIN IN EFFECT. As amended and supplemented hereby, the Original Loan Agreement shall remain in full force and effect and the same is in all respects hereby ratified and confirmed, and the Original Loan Agreement as so amended and supplemented hereby shall be read, taken and construed as one and the same instrument. Section 4. LIMITATION OF LIABILITY. In the event of any default by the Sponsor under the Original Loan Agreement, the liability of the Sponsor or the Credit Facility Issuer to the Governmental Unit shall be enforceable only out of its interest under the Original Loan Agreement and there shall be no other recourse for damages by the Governmental Unit against the Sponsor, the Credit Facility Issuer, its officers, members, agents and employees, or against any of the property now or hereafter owned by it or them. In the event of any default by the Governmental Unit under the Original Loan Agreement, the liability of the Governmental Unit shall be enforceable only out of the Pledged Revenues, and there shall be no other recourse for damages by the Sponsor or the Credit Facility Issuer against the Governmental Unit, its officers, members, agents and employees. Section 5. NO PERSONAL RECOURSE. Neither any member nor any officer, employee or agent of the Governmental Unit nor any person executing this First Supplemental Loan Agreement shall be personally liable on the Series 2006B-2 Loan or the Program Bonds or this First Supplemental Loan Agreement by reason of the issuance thereof Section 6. ILLEGAL OR INVALID PROVISIONS DISREGARDED. In case any provision of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, this Agreement shall be construed as if such provision had never been contained herein. Section 7. APPLICABLE LAW. This Agreement shall be deemed to be a contract made in Florida and governed by Florida law. 4 Page 1042 of 1633 Section 8. ASSIGNMENTS. The Governmental Unit shall not assign this Agreement or any interest of the Governmental Unit herein, either in whole or in part. The Administrator on behalf of the Sponsor and the Trustee may assign this Agreement as provided in Section 3.9 of the Original Loan Agreement. Except as provided in Section 3.9 of the Original Loan Agreement this Agreement shall be binding upon shall inure to the benefit of the successors and assigns of the parties hereto. Section 9. AMENDMENTS. This Agreement may not be amended except in accordance with amendments to the Original Loan Agreement. Section 10. TERM OF AGREEMENT. This Agreement and the respective obligations of the parties hereto shall be in full force and effect from the date hereof until the expiration of the term of the Original Loan Agreement. Section 11 NOTICES. The provisions for notices set forth in Section 6.3 of the Original Loan Agreement shall be amended to read as follows: Notice hereunder shall be effective upon receipt by the contact set forth below and shall be given by certified mail, return receipt requested, to: As to the Sponsor: City Manager City of Gulf Breeze, Florida P.O. Box 640 Gulf Breeze, Florida 32561 As to the Trustee: U.S. Bank National Association 225 Water Street, Suite 700 Jacksonville, Florida 32202 Attn.: Sheryl Lear 5 Page 1043 of 1633 As to the Governmental Unit: City' of Miami Beach, Florida 1700 Convention Center Drive Miami Beach. FL 33139 Attn: Chief Financial Officer CC: City Attorney Section 12. HEADINGS. The captions or headings in this Agreement are t'or convenience of reference only and shall not control or affect the meaning or construction of any provision hereof. Section 13. AMENDMENT TO INTERLOCAL AGREEMENT. This Supplemental Loan Agreement shall be deemed to be an amendment to the interlocal agreement established by the execution and delivery of the Original Loan Agreement and recorded in the public records of Dade and Santa Rosa Counties in the same manner as the Original Loan Agreement. Section 14. COUNTERPARTS. This Agreement may he executed in several counterparts, all or any of which shall be regarded for all purposes as duplicate originals and shall constitute and be but one and the same instrument. 6 Page 1044 of 1633 IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have caused this First Supplemental Loan Agreement to be executed and delivered as of the date first written above. MATT DANNHEISSER, Mayor Administrator By: WITNESS: 7 Page 1045 of 1633 CITY OF MIAMI BEACH, FLORIDA Governmental Unit By: Mayor (SEAL) ATTEST: By: City Clerk Approved as to form and sufficiency: APPROVED AS TO By: FORM &LANGUAGE City Attorney &FOR EXECUTION 441/4\ Attorney Dat Page i3046 of 1633 U.S. BANK NATIONAL ASSOCIATION, Trustee By: 9 Page 1047 of 1633 STATE OF FLORIDA COUNTY OF SANTA ROSA a Notary Public in and for the said County in the State aforesaid, do hereby certify that Matt Dannheisser, personally known to me to be the same person whose is Mayor of the City of Gulf Breeze. Florida, and Administrator of the City's , Local Government Loan Program Floating Rate Demand Revenue Bonds, Series 198513 subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that he, being thereunto duly authorized, signed in the presence of two subscribing witnesses and delivered the said instrument as the free and voluntary act of said City and as his own free and voluntary act, for the uses and purposes therein set forth and took an oath. Given under my hand and notarial seal this day of , 2017. Notary Public (SEAL) My Commission Ends: Name: Personally Known or Produced Identification Address: Type of Identification Produced 10 Page 1048 of 1633 STATE OF 'FLORIDA COUNTY OF MIAMI-DADE I. a -Notary Public in and for the said County in the State aforesaid, do hereby certify that Philip Levine and Rafael E. Granath), personally known to me to be the Mayor and City Clerk, respectively, of the City of Miami Beach, Florida, subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they, being thereunto duly authorized, signed, sealed with the seal of said City, and delivered the said instrument as the free and voluntary act of said City and as their own free and voluntary act, for the uses and purposes therein set forth and took an oath. Notary Public (SEAL) My Commission Ends: Name: Personally Known or Produced Identification. Address: Type of Identification Produced 11 Page 1049 of 1633 STATE OF FLORIDA COUNTY OF DUVAL a Notary Public in and for the said County in the State aforesaid, do hereby certify that Sheryl Lear, personally known to me to he the Vice President of U.S. Bank National Association, subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they, being thereunto duly authorized, signed, sealed with the seal of said Bank, and delivered the said instrument as the free and voluntary act of said Bank and as their own free and voluntary act, for the uses and purposes therein set forth and took an oath. Notary Public (SEAL) My Commission Ends: Name: Personally Known or Produced Identification Address: Type of Identification Produced 12 Page 1050 of 1633 FIRST SUPPLEMENTAL LOA NA GREEMENT DA TED AS OF , 2017 Among CITY OF GULF BREEZE, FLORIDA as Sponsor and U.S. BANK NA TIONAL ASSOCIATION zls Truslee And CITY OF MIAMI BEACH, FLORIDA is Governmental Unit RELATING TO THE LOAN AGREEMENT DATED AS OF MAY 1, 2006 EXECUTED IN CONNECTION WITH WATER AND SEWER REVENUE BONDS, TAXABLE SERIES 2006E (CITY OF ML4MI BEACH, FLORIDA) $5,700,000 LOAN FROM THE CITY OF GULF BREEZE, FLORIDA, LOCAL GOVERNMENT LOAN PROGRAM FLOATING RATE DEMAND REVENUE BONDS, SERIES 1985E This Document prepared by and return to: JoLinda Herring Bryant Miller Olive P.A. rd I SE 3 Avenue. Suite 2200 Miami, Florida 33131 Page 1051 of 1633 TABLE OF CONTENTS SECTION 1. DEFINITIONS. 1 SECTION 2. AMENDMENTS 1 SECTION 3. PRIOR AGREEMENT TO REMAIN IN EFFECT. 4 SECTION 4. LIMITATION OF LIABILITY. 4 SECTION 5. NO PERSONAL RECOURSE. 4 SECTION 6. ILLEGAL OR INVALID PROVISIONS DISREGARDED. 4 SECTION 7. APPLICABLE LAW. 4 SECTION 8. ASSIGNMENTS 5 SECTION9. AMENDMENTS................................................................................................ 5 SECTION 10. TERM OF AGREEMENT....... ............................................................ 5 SECTION 11 NOTICES 5 SECTION 12. HEADINGS 6 SECTION 13. AMENDMENT TO INTERLOCAL AGREEMENT. 6 SECTION 14. COUNTERPARTS......................................................................... ............. Page 1052 of 1633 FIRST SUPPLEMENTAL LOAN AGREEMENT This FIRST SUPPLEMENTAL LOAN AGREEMENT, dated as of , 2017, is entered into by and between U.S. BANK NATIONAL ASSOCIATION, as successor Trustee for the holders of the Program Bonds (as defined in the Original Loan Agreement), MATT DANNHEISSER, Mayor, as Administrator (the -Administrator-) acting on behalf of the CITY OF GULF BREEZE, FLORIDA (the "Sponsor") and the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation organized and duly existing under the laws of the State of Florida (the "Governmental Unit"), for and in consideration of the mutual benefits and obligations herein conferred and undertaken and for other good and valuable consideration, receipt of which is hereby acknowledged. WITNESSETH AS FOLLOWS: Section 1. DEFINITIONS. All capitalized terms used herein which are defined in the Loan Agreement dated as of May 1, 2006 (the "Original Loan Agreement") between the Trustee, the Administrator and the Governmental Unit, shall have the meanings set forth in the Original Loan Agreement. Section 2. AMENDMENTS. Pursuant to Section 6.7 of the Original Loan Agreement. the undersigned hereby agree to the following amendments to the Original Loan Agreement: (A) Section 3.4 of the Original Loan Agreement is hereby amended to read as follows: (a) The Governmental Unit shall be entitled to prepay the Series 2006E Loan in whole or in part on any date upon which the Program Bonds converted to a Long Fixed Rate in connection with the Series 2006E Loan may be redeemed or converted to another Mode at the option of the Sponsor or may be called for mandatory tender by the Sponsor, upon not less than one hundred twenty- -efour (129124) days prior written notice to the Sponsor,-411- * sr and the Trustee. - : acy14.3on4s-maybe - - -d or oo .6,and t - provided on-Sehedule 11-12; (b) Any such prepayment in whole shall be made with the effect provided in Section 4.04 of the Indenture, it being understood that all prepayments, unless such de•osit alread con titutes Eli_ible Funds for Tender the orinci.al sortion of an prepayment permitted pursuant to this section must be made not less than one hundred twenty-ainefour (129124) days in advance of any application thereof, unless the Indenture shall otherwise permit. The prepayment shall be in an amount equal to the sum of (A) accrued and unpaid interest on the Series 2006E Loan as of the date on which redemption or tender of the Program Bonds can occur following processing of such 1 Page 1053 of 1633 notice and (B) the product obtained by multiplying (i) the outstanding principal amount of the Series 2006E Loan to be prepaid by (ii) the quotient obtained by dividing (y) the principal amount of the Program Bonds then Outstanding by (x) the amount of Program Assets (as defined in the Indenture) held by the Trustee, provided that the quotient shall not be less than 1.0. In no event, however, shall the prepayment amount for such prepayment in whole be less than the principal amount of the Series 200613 Loan then Outstanding plus accrued interest and any unpaid Reserve Payment amount due in respect of the Series 2006E Loan. In the case of a partial prepayment of the Series 2006E Loan, the amount of any such prepayment which shall be applied to the reduction of the outstanding principal balance of the Series 2006E Loan shall be reduced by an amount equal to the sum of(A) the amount of interest which accrues on the Series 2006E Loan from the date of its deposit with the Trustee until the first Business Day which is not earlier than one hundred twenty-rtinefour (::-- 124) days thereafter (the L"Prepayment Effective Date-!") and (B) the difference between (1) the product obtained by multiplying (i) the outstanding principal amount of the Series 2006E Loan to be prepaid (as reduced by the amount described in clause (A) of this sentence) by (ii) the quotient obtained by dividing (y) the principal amount of the Program Bonds then Outstanding by (x) the amount of Program Assets on the Prepayment Effective Date, provided that the quotient shall not be less than 1.0 and (2) the outstanding principal amount of the Series 2006E Loan to be prepaid (as reduced by the amount described in clause (A) of this sentence). Notwithstanding anything herein to the contrary, the one hundred twenty-nine 1429four— (124) day periods mentioned in paragraphs (a) and (b) hereof may run concurrently. The Governmental Unit shall receive credit for any income from investment of the amount of any such prepayment. Any computation of the prepayment amount under this Section 3.4(b) shall be made assuming all payments are made by Participating Governmental Units, as provided in Section 3.3(d) hereof. With res•ect to sa ments from other than Eli ible Funds for Tenderrior to such Prepayment Effective Date, the Governmental Unit shall continue to pay monthly interest and Program Expenses with respect to the prepaamount, less for any interest earnin.s actual! realized on the inve tment of such ere sa ment amount. No .re.a ment hereunder shall take effect prior to the Prepayment Effective Date unless such prepayment is made from funds otherwise constituting Eligible Funds for Tender. (c) The amount of any prepayment shall also include any amounts necessary to pay prepayment premiums, if any, to the holders of the Converted Bonds in connection with a redemption thereof from the proceeds of the prepayment. (d) In determining the amount and effect of any prepayments under this Section 3.4, Program Assets shall include any unpaid Loans, including any unpaid Loans that may have been discharged in bankruptcy or declared void or unenforceable. 2 Page 1054 of 1633 (e) The Governmental Unit may_inake provision__for_ .re.a ment of_the scheduled principal and Fixed Rate interest of the Series 2006E.Loan in whole by_deposit of Government Obligations (or_otherInvestments acceptable to the Credit Facility Issuer) in irrevocable escrow.prior to the Prepayment Effective Date. Upon making such deposit in escrow in accordance with the provisions hereof or at an ty irne thereafter _the Governmental Unit_mayj, with the_consent of the Administrator and the Credit Facility Issuer, deposit with the Trustee an amount to be applied to the reduction of any Non_ Asset Bonds, including, among other things, (i)_Non-Asset Bonds related to the deficiency between the amount of Bonds Outstanding;and the amount of Program Assets, and (ii) Non-Asset Bonds related to accrued and unpaid Program Expenses. On the Prepayment Effective Date, the Governmental Unit shall receive credit in the amount of such_deposit toward the Prepayment Requirement, as defined in the Indenture (the 'yrepayment Requirement"), due to the Trustee on such date; provided, however, that n corn.utin. the Pre.a ment Ree uirement on such date the fi!ure for Pro a ram Assets held by the Trustee shall be reduced by the amount of such credit. In no event however shall the Prepayment Requirement for such prepayment in whole be less than the principal amount of the Series 2006E Loan then Outstanding plus accrued interest and premium. (B) Section 4.1(b) of the Original Loan Agreement is hereby amended to read as follows: (b) The Governmental Unit shall deliver to the Sponsor, the Credit Facility Issuer and the Trustee, not later than the 135th but not earlier than the 48125th day following (i) in the case of a Loan secured by a Local Letter of Credit, the date of each Loan Payment pursuant to the terms of this Agreement (whether by prepayment or regularly scheduled payment) or (ii) as to Loans not so secured, within 135 days ft . ,,. :and solely with respect to payments from other than Eli•ible Funds for Tender, upon the final payment upon the Series 2006E Loan, a certificate of the Governmental Unit, or other evidence in form and substance satisfactory to the Trustee, to the effect that, during the period ending =done hundred twenty-four (124) days following such payment, no bankruptcy, insolvency or similar proceeding has been commenced by or against the Governmental Unit and that no other event has occurred which would have constituted an Event of Default under Section 5.1(f) of this Agreement (except such as has been vacated, dismissed or discharged by an order which is not subject to further appeal). Notwithstanding the payment in full of the Series 2006E Loan, the Governmental Unit shall pay any reasonable charges incurred by the Sponsor or the Trustee in connection with any payment under the Credit Facility by reason of the Governmental Unit's failure to deliver such certificate or evidence on a timely basis. In addition, notwithstanding the payment in full of the Series 2006E Loan, the Governmental Unit shall pay to any Substitute Credit Facility Issuer an amount, if any., equal to the Credit Facility Issuer Rate per annum on the amount which was disbursed under the Credit Facility by reason of any payment of the Governmental Unit's Series 2006E Loan payment to the holders of the Program Bonds being deemed a Preference Payment (as defined in the Indenture), for the period between the disbursement of such 3 Page 1055 of 1633 • amount under the Credit Facility and the repayment of such amount by the Governmental firth. Section 3. PRIOR AGREEMENT TO REMAIN IN EFFECT. As amended and supplemented hereby, the Original Loan Agreement shall remain in full force and effect and the same is in all respects hereby ratified and confirmed, and the Original Loan Agreement as so amended and supplemented hereby shall he read, taken and construed as one and the same instrument. Section 4. LIMITATION OF LIABILITY. In the event of any default by the Sponsor under the Original Loan Agreement, the liability of the Sponsor or the Credit Facility Issuer to the Governmental Unit shall be enforceable only out, of its interest under the Original Loan Agreement and there shall be no other recourse for damages by the Governmental Unit against the Sponsor, the Credit Facility Issuer, its officers, members, agents and employees, or against any of the property now or hereafter owned by it or them. In the event of any default by the Governmental Unit under the Original Loan Agreement, the liability of the Governmental Unit shall be enforceable only out of the Pledged Revenues, and there shall be no other recourse for damages by the Sponsor or the Credit Facility Issuer against the Governmental Unit, its officers, members, agents and employees. Section 5. NO PERSONAL RECOURSE. Neither any member nor any officer, employee or agent of the Governmental Unit nor any person executing this First Supplemental Loan Agreement shall be personally liable on the Series 2006E Loan or the Program Bonds or this First Supplemental Loan Agreement by reason of the issuance thereof. Section 6. ILLEGAL OR INVALID PROVISIONS DISREGARDED. In case any provision of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, this Agreement shall be construed as if such provision had never been contained herein. Section 7. APPLICABLE LAW. This Agreement shall be deemed to be a contract made in Florida and governed by Florida law. 4 Page 1056 of 1633 Section 8. ASSIGNMENTS. The Governmental Unit shall not assign this Agreement or any interest of the Governmental Unit herein, either in whole or in part. The Administrator on behalf of the Sponsor and the Trustee may assign this Agreement as provided in Section 3.9 of the Original Loan Agreement. Except as provided in Section 3.9 of the Original Loan Agreement this Agreement shall be binding upon shall inure to the benefit of the successors and assigns of the parties hereto. Section 9. AMENDMENTS. This Agreement may not be amended except in accordance with amendments to the Original Loan Agreement, Section 10. TERM OF AGREEMENT. This Agreement and the respective obligations of the parties hereto shall he in full force and effect from the date hereof until the expiration of the term of the Original Loan Agreement, Section 11 NOTICES. The provisions for notices set forth in Section 6.3 of the Original Loan Agreement shall be amended to read as follows: Notice hereunder shall he effective upon receipt by the contact set forth below and shall be given by certified mail, return receipt requested. to: As to the Sponsor: City Manager City of Gulf Breeze, Florida P.O. Box 640 Gulf Breeze, Florida 32561 As to the Trustee: U.S. Bank National Association 225 Water Street, Suite 700 Jacksonville. Florida 32202 Attn: Sheryl Lear 5 Page 1057 of 1633 As to the Governmental Unit: City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, FL 33139 Atm: Chief Financial Officer CC: City Attorney Section 12. HEADINGS. The captions or headings in this Agreement are for convenience of reference only and shall not control or affect the meaning or construction of any provision hereof. Section 13. AMENDMENT TO INTERLOCAL AGREEMENT. This Supplemental Loan Agreement shall be deemed to be an amendment to the interlocal agreement established by the execution and delivery of the Original Loan Agreement and recorded in the public records of Dade and Santa Rosa Counties in the same manner as the Original Loan Agreement. Section 14. COUNTERPARTS. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as duplicate originals and shall constitute and be but one and the same instrument. 6 Page 1058 of 1633 IN WITNESS WHEREOF, the parties hereto, intending to he legally bound, have caused this First Supplemental Loan Agreement to be executed and delivered as of the date first written above. MATT DANNHEISSER, Mayor Administrator By: WITNESS: • 7 Page 1059 of 1633 CITY OF MIAMI BEACH, FLORIDA Governmental Unit By: Mayor (SEAL) ATTEST: By: City Clerk Approved as to form and sufficiency: APPROVED AS TO By: FORM&LANGUAGE City Attorney &FOR EXECUTION 1JVI\ City Attorney 12-Aid D te 8 Page 1060 of 1633 U.S. BANK NATIONAL ASSOCIATION, Trustee By: 9 Page 1061 of 1633 STATE OF FLORIDA COUNTY OF SANTA ROSA 1. , a Notary Public in and .for the said County in the State aforesaid, do hereby certify that Matt Dannheisser, personally known to me to be the same person whose is Mayor of the City of Gulf Breeze, Florida, and Administrator of the City's Local Government Loan Program Floating Rate Demand Revenue Bonds, Series 1985IH subscribed to the fOregoing, instrument, appeared before me this day in person and severally acknowledged that he, being thereunto duly authorized, signed in the presence of two subscribing witnesses and delivered the said instrument as the free and voluntary act of said City and as his own free and voluntary act, for the uses and purposes therein set forth and took an oath. Given under my hand and notarial seal this day of . 201 7. Notary Public (SEAL) My Commission Ends: Name: Personally Known or Produced Identification Address: Type of Identification Produced 10 Page 1062 of 1633 STATE OF FLORIDA COUNTY OF MIAMI-DADE I. , a Notary Public in and for the said County in the State aforesaid, do hereby certify that Philip Levine and Rafael E. Granado, personally known to me to be the Mayor and City Clerk, respectively, of the City of Miami Beach. Florida, subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they, being thereunto duly authorized, signed, sealed with the seal of said City, and delivered the said instrument as the free and voluntary act of said City and as their own free and voluntary act, for the uses and purposes therein set forth and took an oath. Notary Public (SEAL) My Commission Ends: Name: Personally Known or Produced Identification Address: Type of Identification Produced 11 Page 1063 of 1633 STATE OF' FLORIDA COUNTY OF DQVAL [ a Notary Public in and for the said County in the State aforesaid, do hereby certify that Sheryl Learpersonally known to me to be the Vice President of U.S. Bank National Association, subscribed to the [oncgoioAiushumcot, appeared before me this day in person and severally acknowledged that they, being thereunto duly authorized. signed. sealed with the seal of said Bank, and delivered the said instrument as the free and voluntary act of said Bank and as their own free and voluntary act, for the uses and purposes therein set forth and took an oath. Notary Public (SEAL) My Commission Ends: Name: Personally Known _ _ or — ------- — pnoduccdIdentification Address: Type of Identification Produced )� Page 1064 of 1633