The URL can be used to link to this page

Commission Memorandum and Redevelopment Agency Memorandum Item R7D RDA- 1A r 3 ® MIAMI BEACH City of Miami Beach, 1700 Convention Center Drive,Miami Beach, Florida 33139,www.miamibeachfl.gov COMMISSION MEMORANDUM AND REDEVELOPMENT AGENCY MEMORANDUM TO: Mayor Philip Levine and Members of the City Commission and Chairperson and Members of the Miami Beach Redevelopment Agency +' FROM: Jimmy L. Morales, Executive Director of Redevelopment Agency and j __ .._____ City Manager Mana g SECOND READING DATE: October 14, 2015 PUBLIC HEARING SUBJECT: ITEM R7D: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA AUTHORIZING THE ISSUANCE BY THE MIAMI BEACH REDEVELOPMENT AGENCY OF NOT TO EXCEED $430,000,000 IN AGGREGATE PRINCIPAL OF TAX INCREMENT REVENUE BONDS (CITY CENTER/HISTORIC CONVENTION VILLAGE), IN ACCORDANCE WITH THE REQUIREMENTS OF CHAPTER 163, PART III, FLORIDA STATUTES, AS AMENDED; AUTHORIZING OFFICERS AND EMPLOYEES OF THE CITY TO TAKE ALL NECESSARY ACTIONS IN CONNECTION THEREWITH; AND PROVIDING FOR AN EFFECTIVE DATE. A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $240,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH, FLORIDA RESORT TAX REVENUE BONDS, SERIES 2015 FOR THE PURPOSE OF FINANCING IMPROVEMENTS TO THE MIAMI BEACH CONVENTION CENTER; PROVIDING FOR THE ISSUANCE OF ADDITIONAL BONDS ON A PARITY THEREWITH; PROVIDING FOR THE SECURITY AND PAYMENT OF ALL BONDS ISSUED PURSUANT TO THIS RESOLUTION; PROVIDING CERTAIN DETAILS OF THE SERIES 2015 BONDS; DELEGATING CERTAIN MATTERS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2015 BONDS TO THE CITY MANAGER, INCLUDING WHETHER THE SERIES 2015 BONDS SHALL NOT BE SECURED BY THE DEBT SERVICE RESERVE ACCOUNT AND WHETHER TO SECURE A CREDIT FACILITY AND/OR A RESERVE ACCOUNT INSURANCE POLICY, WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN; APPOINTING UNDERWRITERS, PAYING AGENT, REGISTRAR AND DISCLOSURE DISSEMINATION AGENT; AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2015 BONDS AND APPROVING THE FORM AND AUTHORIZING EXECUTION OF THE BOND PURCHASE AGREEMENT FOR THE SERIES 2015 BONDS; APPROVING THE FORM OF PRELIMINARY OFFICIAL STATEMENT FOR Agenda Item I A Date IO_(c/i c Commission Memorandum- Convention Center and RDA Bonds October 14, 2015 Page 2 of 4 THE SERIES 2015 BONDS AND AUTHORIZING EXECUTION OF THE FINAL OFFICIAL STATEMENT FOR THE SERIES 2015 BONDS; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 2015 BONDS AND APPROVING THE FORM AND AUTHORIZING EXECUTION OF A CONTINUING DISCLOSURE AGREEMENT; AUTHORIZING OFFICERS AND EMPLOYEES OF THE CITY TO TAKE ALL NECESSARY ACTIONS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2015 BONDS; AND PROVIDING FOR AN EFFECTIVE DATE. A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $80,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH, FLORIDA PARKING REVENUE BONDS, SERIES 2015, FOR THE PRINCIPAL PURPOSE OF PAYING THE COST OF CERTAIN IMPROVEMENTS TO THE PARKING SYSTEM, PURSUANT TO SECTION 209 OF RESOLUTION NO. 2010- 27491 ADOPTED BY THE CITY ON SEPTEMBER 20, 2010; PROVIDING THAT SAID SERIES 2015 BONDS AND INTEREST THEREON SHALL BE PAYABLE SOLELY AS PROVIDED IN SAID RESOLUTION NO. 2010-27491 AND THIS RESOLUTION; PROVIDING CERTAIN DETAILS OF THE SERIES 2015 BONDS; DELEGATING OTHER DETAILS AND MATTERS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2015 BONDS, INCLUDING WHETHER THE SERIES 2015 BONDS SHALL NOT BE SECURED BY THE RESERVE ACCOUNT AND WHETHER TO SECURE A CREDIT FACILITY AND/OR A RESERVE ACCOUNT INSURANCE POLICY, TO THE CITY MANAGER, WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN; APPOINTING UNDERWRITERS, A BOND REGISTRAR AND A DISCLOSURE DISSEMINATION AGENT; AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2015 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 2015 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 2015 BONDS AND CREATING CERTAIN FUNDS, ACCOUNTS AND SUBACCOUNTS; AUTHORIZING A BOOK-ENTRY REGISTRATION SYSTEM WITH RESPECT TO THE SERIES 2015 BONDS; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 2015 BONDS AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT; AUTHORIZING OFFICERS AND EMPLOYEES OF THE CITY TO TAKE ALL NECESSARY RELATED ACTIONS; AND PROVIDING FOR AN EFFECTIVE DATE. ITEM RDA-1A: A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF NOT MORE THAN $430,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF MIAMI BEACH REDEVELOPMENT AGENCY TAX INCREMENT REVENUE BONDS (CITY CENTER/HISTORIC CONVENTION VILLAGE) (THE "SERIES 2015 BONDS"), FOR THE PURPOSE OF REFUNDING THE AGENCY'S OUTSTANDING PRIOR BONDS AND FINANCING CERTAIN PUBLIC IMPROVEMENTS; PROVIDING FOR THE ISSUANCE OF ADDITIONAL BONDS ON A PARITY THEREWITH; PROVIDING AGENDA ITEMS R7D&RDA 1A DATE 10-14-15 Commission Memorandum - Convention Center and RDA Bonds October 14, 2015 Page3of4 FOR THE SECURITY AND PAYMENT OF ALL BONDS ISSUED PURSUANT TO THIS RESOLUTION; PROVIDING CERTAIN DETAILS OF THE SERIES 2015 BONDS; DELEGATING CERTAIN MATTERS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2015 BONDS TO THE EXECUTIVE DIRECTOR OF THE AGENCY, INCLUDING WHETHER TO SECURE A CREDIT FACILITY AND/OR A RESERVE ACCOUNT INSURANCE POLICY, WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN; APPOINTING UNDERWRITERS, PAYING AGENT, REGISTRAR, ESCROW AGENT AND DISCLOSURE DISSEMINATION AGENT; APPROVING THE FORM OF THE PRELIMINARY OFFICIAL STATEMENT FOR THE SERIES 2015 BONDS AND AUTHORIZING EXECUTION OF THE FINAL OFFICIAL STATEMENT FOR THE SERIES 2015 BONDS; AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2015 BONDS AND APPROVING THE FORM AND AUTHORIZING EXECUTION OF THE BOND PURCHASE AGREEMENT FOR THE SERIES 2015 BONDS; APPROVING THE FORMS AND AUTHORIZING EXECUTION OF ESCROW DEPOSIT AGREEMENTS FOR THE OUTSTANDING PRIOR BONDS; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 2015 BONDS AND APPROVING THE FORM AND AUTHORIZING EXECUTION OF A CONTINUING DISCLOSUREAGREEMENT; AUTHORIZING OFFICERS AND EMPLOYEES OF THE AGENCY TO TAKE ALL NECESSARY ACTIONS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2015 BONDS; AND PROVIDING FOR AN EFFECTIVE DATE. FINANCING PLAN REVISION The Convention Center Funding Plan previously shown is superseded by the revised sources and uses of the different types of funding sources for this project: Convention Center Funding Plan Sources of Funds County GO $54,400,000 Resort Tax Bonds 216,632,193 Parking Bonds 64,811,756 RDA Bonds 280,000,000 Total Convention Center Projects 615,843,949 Additional RDA Projects 36,000,000 Total RDA Bonds with Additional Projects 316,000,000 Total Funding Sources .$651,843,949 Uses of Funds (No Change from Previous) Convention Center $551,032,193 Convention Center Parking 64,811,756 Total Convention Center Cost 615,843,949 Additional RDA Projects 36,000,000 Total Funding Uses $651,843,949 Based on 10/6/15 project amount. AGENDA ITEMS R7D&RDA 1A DATE 10-14-15 Commission Memorandum- Convention Center and RDA Bonds October 14, 2015 Page 4 of 4 As a result of the revision, the underlying exhibits will be revised accordingly. JLM/JW/aw AGENDA ITEMS R7D&RDA 1A DATE 10-14-15 , REDEVELOPMENT AGENCY ITEM SUMMARY Condensed Title: SECOND READING/PUBLIC HEARING A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF NOT MORE THAN $430,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF MIAMI BEACH REDEVELOPMENT AGENCY TAX INCREMENT REVENUE BONDS (CITY CENTER/HISTORIC CONVENTION VILLAGE) (THE "SERIES 2015 BONDS"), FOR THE PURPOSE OF REFUNDING THE AGENCY'S OUTSTANDING PRIOR BONDS AND FINANCING CERTAIN PUBLIC IMPROVEMENTS; PROVIDING FOR THE ISSUANCE OF ADDITIONAL BONDS ON A PARITY THEREWITH;PROVIDING FOR THE SECURITY AND PAYMENT OF ALL BONDS ISSUED PURSUANT TO THIS RESOLUTION; PROVIDING CERTAIN DETAILS OF THE SERIES 2015 BONDS; DELEGATING CERTAIN MATTERS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2015 BONDS TO THE EXECUTIVE DIRECTOR OF THE AGENCY, INCLUDING WHETHER TO SECURE A CREDIT FACILITY AND/OR A RESERVE ACCOUNT INSURANCE POLICY, WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN; APPOINTING UNDERWRITERS, PAYING AGENT, REGISTRAR, ESCROW AGENT AND DISCLOSURE DISSEMINATION AGENT; APPROVING THE FORM OF THE PRELIMINARY OFFICIAL STATEMENT FOR THE SERIES 2015 BONDS AND AUTHORIZING EXECUTION OF THE FINAL OFFICIAL STATEMENT FOR THE SERIES 2015 BONDS; AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2015 BONDS AND APPROVING THE FORM AND AUTHORIZING EXECUTION OF THE BOND PURCHASE AGREEMENT FOR THE SERIES 2015 BONDS; APPROVING THE FORMS AND AUTHORIZING EXECUTION OF ESCROW DEPOSIT AGREEMENTS FOR THE OUTSTANDING PRIOR BONDS; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 2015 BONDS AND APPROVING THE FORM AND AUTHORIZING EXECUTION OF A CONTINUING DISCLOSURE AGREEMENT; AUTHORIZING OFFICERS AND EMPLOYEES OF THE AGENCY TO TAKE ALL NECESSARY ACTIONS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2015 BONDS;AND PROVIDING FOR AN EFFECTIVE DATE. Key Intended Outcome Supported: • Improve alliance with key business sectors, namely hospitality, arts, and international business with a focus on enhanced culture,entertainment,and tourism • Maximize the Miami Beach brand as a world-class destination Supporting Data (Surveys, Environmental Scan, etc.): • Environmental Scan—Convention Center Attendance: 54% increase since 2004 • Community Survey—Average resident attends events at the Convention Center twice per year Item Summary/Recommendation: SECOND READING PUBLIC HEARING The RDA Bonds will be issued in a par amount of approximately$374 million based on current market conditions to produce project proceeds of approximately$324 million which will include the$36 million of ancillary projects as well as a funded debt service reserve. The RDA bonds will provide proceeds for the renovation of the Convention Center and creation of the park but will also provide for other RDA projects in the City's adopted Construction Improvement Plan. These projects are the following: • $3.75 million programmed for the second half of the funding for the Bass Museum Interior Expansion Project; • $12 million programmed for the improvements to 17th Street and Connectors to Lincoln Road; and • $20 million programmed for Lincoln Road Improvements from Washington Avenue to Lenox Avenue, which will be based on the Lincoln Road Master Plan currently underway. In addition to the Convention Center Project and the additional RDA projects, all of the outstanding RDA bonds will be refinanced. Currently, outstanding bonds total$54,990,000($10 million for the Series 1998A, $27,815,000 for the Series 2005A, and $17,175,000 for the Series 2005B). The 1998A, 2005A&2005B bonds are currently projected to have a combined net present value refinancing savings of$3,407,675. The security for the repayment of these amounts will be the Tax Increment Funds of the RDA. The City may use RDA funds on hand to pay for a portion of the convention center project and/or any of the RDA's ancillary projects. The total cost of the Convention Center project is estimated to be $615.8 million. The project fund budget has increased from$596,379,387 to$615,843,949,to provide for additional owner's contingency of$19,464,562. Advisory Board Recommendation: Finance and Citywide Projects Committee on August 28, 2015 recommended the issuance of this bond. Financial Information: Amount Account Approved Source of Fu -4 1 • To be appropriated from the TIF Revenues OBPI '\ .01 and the RDA bond proceeds. Total City Clerk's Office Legislative Tracking: John Woodruff, Interim Chief Financial Officer X-6224 Sign-Offs: Interim Assistant MBCC Department Director Execut;, e Director Department D'r AW M I H Plith J LM A'; T:\AGENDA\2015\October\MBCC&RDA Bonds Oct 14\RDA Series 2015-2nd Reading_10-14-15_SUMM.doc ■ AGENDA ITEM IA DATE !a -I r MIAMI )---- _r_11_, MIAMI BEACH City of Miami Beach, 1700 Convention Center Drive,Miami Beach, Florida 33139,www.miamibeachfl.gov MIAMI BEACH REDEVELOPMENT AGENCY REDEVELOPMENT AGENCY MEMORANDUM TO: Chairperson and Members of the Miami. Beach R• development Agency FROM: Jimmy L. Morales, Executive Director EADING DATE: October 14, 2015 PUBLIC HEARING SUBJECT: A RESOLUTION OF THE CHAIRPE SON AND MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGEN Y AUTHORIZING THE ISSUANCE OF NOT MORE THAN $430,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF MIAMI BEACH REDEVELOPMENT AGENCY TAX INCREMENT REVENUE BONDS (CITY CENTER/HISTORIC CONVENTION VILLAGE) (THE "SERIES 2015 BONDS"),` FOR THE PURPOSE OF REFUNDING THE AGENCY'S OUTSTANDING PRIOR BONDS AND FINANCING CERTAIN PUBLIC IMPROVEMENTS; PROVIDING FOR THE ISSUANCE OF ADDITIONAL BONDS ON A PARITY THEREWITH; PROVIDING FOR THE SECURITY AND PAYMENT OF ALL BONDS ISSUED PURSUANT TO THIS RESOLUTION; PROVIDING CERTAIN DETAILS OF THE SERIES 2015 BONDS; DELEGATING CERTAIN MATTERS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2015 BONDS TO THE EXECUTIVE DIRECTOR OF THE AGENCY, INCLUDING WHETHER TO SECURE A CREDIT FACILITY AND/OR A RESERVE ACCOUNT INSURANCE POLICY, WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN; APPOINTING UNDERWRITERS, PAYING AGENT, REGISTRAR, ESCROW AGENT AND DISCLOSURE DISSEMINATION AGENT; APPROVING THE FORM OF THE PRELIMINARY OFFICIAL STATEMENT FOR THE SERIES 2015 BONDS AND AUTHORIZING EXECUTION OF THE FINAL OFFICIAL STATEMENT FOR THE SERIES 2015 BONDS; AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2015 BONDS AND APPROVING THE FORM AND AUTHORIZING EXECUTION OF THE BOND PURCHASE AGREEMENT FOR THE SERIES 2015 BONDS; APPROVING THE FORMS AND AUTHORIZING EXECUTION OF ESCROW DEPOSIT AGREEMENTS FOR THE OUTSTANDING PRIOR BONDS; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 2015 BONDS AND APPROVING THE FORM AND AUTHORIZING EXECUTION OF A CONTINUING DISCLOSUREAGREEMENT; AUTHORIZING OFFICERS AND EMPLOYEES OF THE AGENCY TO TAKE ALL NECESSARY ACTIONS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2015 BONDS; AND PROVIDING FOR AN EFFECTIVE DATE. RDA Agency Memorandum- Convention Center Bonds October 14, 2015 Page 2 of 7 BACKGROUND Spanning four city blocks and located in the heart of South Beach, the Miami Beach Convention Center (MBCC) currently accommodates meetings, conventions, tradeshows and consumer shows. The Convention Center originally opened in 1957 and received a major expansion and facelift in 1989, doubling it in size. Currently the MBCC boasts over 1,000,000 square feet of flexible space, including over 500,000 square feet of exhibit space, and over 100,000 square feet of versatile pre-function area space and 70 meeting rooms comprised of 127,000 square feet. The expansion and renovation of the Miami Beach Convention Center project will transform the building to "Class A" standards which shall include Silver LEED certification upgrades and enhanced technology. The design modifications will include the re-orientation of the exhibit halls, façade upgrades, site improvements along the canal, and along all roadways, the addition of a grand ballroom,junior ballrooms and meeting rooms, and two levels of rooftop parking. The interior renovation work focuses on the redistributed division of the four main exhibition hall spaces, and the additional programming of more flexible arrangements of private meeting rooms and additional indoor/outdoor versatile exhibition spaces. Currently, the four main exhibit halls are divided into quadrants—two accessible solely from Washington Avenue (Halls A and B) and the other two solely accessed from Convention Center Drive (Halls C and D). The new Convention Center re-orients the halls in an East/West direction with the primary access from Convention Center Drive leading into a new grand, open double height entry lobby. Washington Avenue will serve as a secondary means of pedestrian entry. The project will also include substantial improvements to the north of the property. The new addition at the northern portion of the property features an enclosed ground floor parking area and truck loading and delivery area. Above this, a 60,000 square foot grand ballroom is proposed offering vistas of the beautified 21st Street Park that will span along Collins Canal and feature the to-be-restored Historic Carl Fisher Clubhouse. This addition will create a new internalized loading area and will include two helix ramping entrance accesses to the roof level parking. The Washington Avenue elevation will become predominately pedestrian in nature with the elimination of the visitor drop-off and cab cueing areas. The streetscape modifications will include a green edge along the avenue with native shade trees to promote a more pedestrian friendly experience. Convention Center Drive will in turn become the main access point for vehicular access and for the visitors' drop-off area. Modifications will include a new median along Convention Center Drive and 19th Street creating a more sophisticated streetscape and a more celebrated boulevard experience. The Canal walk will be substantially improved and will create a softer northern edge to the MBCC. The project also includes the demolition of the existing Recreation Center along Washington Avenue and the creation of a neighborhood park. Another architectural feature of the project is the proposed rooftop indoor and outdoor meeting space located in the southwestern corner of the roof. This will offer the patrons expansive views out onto the new Civic Park proposed to replace the surface parking lot. In association with the renovations to the Miami Beach Convention Center, a new urban park, dining pavilion and Veterans Plaza is being created to replace a surface parking lot that currently contains spaces for approximately 800 vehicles. Convention Center Park has been RDA Agency Memorandum- Convention Center Bonds October 14, 2015 Page 3 of 7 envisioned as a neighborhood park. The park includes a series of six clustered `shaded edges' that will line the perimeter of the 6-acre park and surround an internal great flexible lawn. ANALYSIS 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 the August 28, 2015, meeting of the Finance and Citywide Projects Committee, the Committee voted to recommend approval of the issuance of the Series 2015 Bonds to finance the construction of the Convention Center project in accordance with Sec. 2-278(a)(2). In accordance with Sec. 2-278(a)(3), the first public hearing was held for this proposed bond issue on September 30, 2015. The Commission approved this resolution on first reading and scheduled the second public hearing for October 14, 2015. FINANCING PLAN The City is planning to issue three different series of bonds for the financing of the Convention Center project in addition to the $55 million of the Miami-Dade County General Obligation Bonds funding provided by the County. One of these series is the Miami Beach Redevelopment Agency Tax Increment Revenue Bonds, Series 2015. Below is a summary of the sources and uses of the different types of funding sources for this project. RDA Agency Memorandum- Convention Center Bonds October 14, 2015 Page 4 of 7 Sources of Funds County GO $54,400,000 Resort Tax Bonds 204,500,000 Parking Bonds 64,811,756 RDA Bonds 292,132,193 Total Convention Center Projects 615,843,949 Additional RDA Projects 36,000,000 Total RDA Bonds with Additional Projects 328,132,193 Total Funding Sources $651,843,949 Uses of Funds Convention Center $551,032,193 Convention Center Parking 64,811,756 Total Convention Center Cost 615,843,949 Additional RDA Projects 36,000,000 Total Funding Uses $651,843,949 Based on 10/6/15 project amount. RDA Bonds The RDA Bonds will be issued in a par amount of approximately $374 million based on current market conditions to produce project proceeds of approximately $324 million which will include the $36 million of ancillary projects as well as a funded debt service reserve. The RDA bonds will provide proceeds for the renovation of the Convention Center and creation of the park but will also provide for other RDA projects in the City's adopted Construction Improvement Plan. These projects are the following: • $3.75 million programmed for the second half of the funding for the Bass Museum Interior Expansion Project; • $12 million programmed for the improvements to 17th Street and Connectors to Lincoln Road; and • $20 million programmed for Lincoln Road Improvements from Washington Avenue to Lenox Avenue, which will be based on the Lincoln Road Master Plan is currently underway. The City intends to convert a six-acre surface parking lot at the front door of the Convention Center into a park amenity for both convention center users and local residents. Following the trend of convention centers in Boston, Houston, Chicago, Washington DC, Orlando and Atlanta, the City plans to develop the park as an extension of the convention center into the outdoors. The park area is planned to be used for convention opening night gatherings and local social events, as well as a place for local residents to enjoy. The park at the convention center is envisioned to include an open lawn, shaded areas, meandering paths, and plaza spaces. The park is also planned to include a Veterans Plaza and a restaurant pavilion in the theme of Tavern on the Green in New York City or The Grove in RDA Agency Memorandum- Convention Center Bonds October 14, 2015 Page 5 of 7 Houston's Discovery Green Park. The park will have the necessary underground utilities to accommodate the needs of virtually, any type of event. Construction costs for the park are 'estimated to be approximately$14 million and are included in the costs above. In` addition to the Convention Center Project and the additional RDA projects, all of the outstanding RDA bonds will be refinanced. Currently, outstanding bonds total $54,990,000 ($10 million for the Series 1998A, $27,815,000 for the Series 2005A, and $17,175,000 for the Series • 2005B). The 1998A, 2005A & 2005B bonds are currently projected to have a combined net present value refinancing savings of$3,407,675. (Exhibit A) The County and the City have negotiated and agreed to establish that from FY 2014-15 through FY 2021-22,.any operating RDA funding not used for debt service and operating expenses will go into a fund to be used for shortfalls and eventually prepayment of-debt. The County and the City have also agreed that from FY 2022-23 until FY 2043-44, the County will receive a refund of City Center(RDA) operating expenses based on its pro rata share of revenues contributed to the Trust Fund, and that any remaining funding will be used to extinguish debt early. Please see attached Exhibit B City Center CRA Revenue Projection and .Funds Flow Schedule and preliminary RDA bond analysis Exhibit A. The City may use RDA funds on hand to pay for a portion of the convention center project and/or any of the RDA's ancillary projects: Project Fiscal Analysis The total cost of the Convention Center project is estimated to be $615.8 million, and will take approximately 30 months to complete: The : project fund budget has increased from $596,379,387 to $615,843,949, to provide for additional owner's contingency of$19,464,562. 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 Convention Center Bond issue. In response to Sec. 2-278 (a)1(a): the estimated cost of the project on account of which such bonds are to be issued. The total Convention Center project is estimated to cost $615.8 million. • (Exhibit E). In response to Sec. 2-278 (a)1(b): the estimated revenues to be generated by the projects. • The projected revenue to be received by the RDA in Tax Increment Rev enues will be $47 million in FY2016 up to $61.5 million in FY 2023. (Exhibit B) • Upon the completion of the project, the projected gross event revenues in the first five years of .operation will be approximately $104 million which will include revenue generated from trade shows, conventions, consumer shows, banquets, meetings and special events. However, the Convention Center is expecting to generate an average net operating loss for the first five year after the renovation of approximately $3.8 million per year (Exhibit F) Additionally we have provided a schedule of estimated revenue coverage of Debt Service for Convention Center Project financing. (Exhibit J) • RDA Agency Memorandum- Convention Center Bonds October 14, 2015 Page 6 of 7 In response to Sec. 2-278 (a)1(c): the estimated annual cost of maintaining, repairing and operating such projects. • The County and the City have agreed that the RDA will provide for an ongoing adequate operating and maintenance subsidy for the Convention Center, in addition to the existing $4.5 million per year and annual year-end revenue sharing that the City currently receives from Convention Development Taxes through 2048. The Third Amendment to the Convention Development Tax (CDT) Interlocal Agreement will allow for an additional annual operating and maintenance subsidy starting at $1 million in 2017 and increasing each year by $750,000 until it equals $4 million by 2021 and remain at $4 million until 2025, or a total of $8.5 million. It will then escalate at 4 percent or Consumer Price Index (CPI) annually (whichever is less) starting in 2026 over the life of the Convention Center, funded either through RDA funds or through Convention Development Taxes, depending on the availability of the latter. That funding will remain in place until 2048. (Exhibit B & I) The Commission may approve by resolution other improvements as part of the Series 2015 Project in addition to and/or in lieu of one or more of the above improvements. The security for the repayment of these amounts will be the Tax Increment Funds of the RDA. Because of the character of this Series 2015 Bonds, the 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 RDA to authorize the negotiated sale of this Series 2015 Bonds. Debt Compliance The attached Resolution delegates to the Executive Director, relying upon the recommendation of the Chief Financial Officer and RBC Capital Markets (the City's and RDA's Financial Advisor), the determination of various terms of this Series 2015 Bonds, including whether to secure one or more Credit Facilities and/or Reserve Account Insurance Policies with respect to this Series 2015 Bonds, the final award of this Series 2015 Bonds, and certain other actions in connection with the issuance of the Series 2015 Bonds and the refunding of the Outstanding Prior Bonds, all as provided and subject to the limitations contained herein. The Chief Financial Officer is further authorized to establish procedures in order to ensure compliance by the RDA with this Series 2015 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 RDA, 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 RDA'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 RDA, a Disclosure Dissemination Agent Agreement (the "Series 2015 Continuing Disclosure Agreements"), with Digital Assurance Certification, L.L.C. ("DAC"), which is hereby appointed as disclosure dissemination agent with respect to this Series 2015 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 • RDA Agency Memorandum- Convention Center Bonds • October 14, 2015 • Page 7 of 7 consultation with the City Attorney. The execution of this Series 2015 Continuing Disclosure Agreement, for and on behalf of the RDA by the Chief Financial Officer, shall be deemed conclusive evidence of the' RDA's approval of the Series 2015 Continuing Disclosure Agreement. U.S. Bank National Association is hereby appointed as Bond Registrar for this Series 2015 • Bonds. The officers, agents and employees of the RDA, 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 this Series 2015 Bonds, the Bond Resolution, the Series 2015 Bond Purchase Agreement, the.Series 2015 Continuing Disclosure Agreement and this Series Resolution, for the full, punctual and complete performance of all the terms, covenants, provisions and agreements of this Series 2015 Bonds, the Bond Resolution, the Series 2015 Bond Purchase Agreement, the Series 2015 Continuing Disclosure Agreement and this Series Resolution. Conclusion The Administration recommends that the Chairperson and Member of the Miami Beach Redevelopment Agency approve the resolution on second reading public hearing. The first reading public hearing was held at the September 30, 2015 Commission meeting. JLM/JW/jr Attach ments (presented in draft form): Preliminary Official Statement-RDA Bond Purchase Agreement-RDA - Disclosure Dissemination Agreement-RDA Escrow Deposit Agreements-RDA • • EXHIBITS Table of Contents EXHIBIT A RDA Bonds Analysis EXHIBIT B RDA Pro-Forma EXHIBIT C EXHIBIT D Rcsort Tax Bonds Analysia EXHIBIT E Convention Center Project Budget EXHIBIT F Convention Center 8-Year Pro-Forma EXHIBIT G Parking 802 Spacc Pro Forma EXHIBIT H Rcsort Tax Collcctions History EXHIBIT I Convention Center and Park Operating Projections EXHIBIT J Convention Center Financing Debt Service Coverage I • "8 Si .c4.srt'.'�.�Y.a" atda. 3bx*.. .b.:f . r4,Y�1. `Y= r •4. :_4 �,4 1'f3:N'r``" .; 5-`.-zp4: :. _x4- a ,.�5 s.. i .i'''., i. s..w. .4:1'-9' a c S .=zz,i.i,• i [ 1915 • - 015• F.-:,,i .1‘ 0 1 N.. -. V. P.' : -0,4.4... iii--.4,,,z,11. 47'.%.4,... Kt A.,„.,,,,„a 1 -v- , 4 P----k. . A 1 , l' f---...-:V.,-. -ii? . 4.4.z.. .-v, 1 Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC EXHIBIT A Page 1 SOURCES AND USES OF FUNDS Miami Beach City Center RDA Combined 2015 Financings **Estimated** Interest Rates as of COB October 5,2015 Dated Date 12/10/2015 Delivery Date 12/10/2015 Series 2015 Series 2015 Series 2015 Tax-Exempt Taxable Tax-Exempt New Current Refunding of Money Refunding of Series 1998A Sources: Financing Series 2005B and 2005A Total Bond Proceeds: Par Amount 309,935,000.00 14,580,000.00 37,305,000.00 361,820,000.00 Premium 30,003,434.50 1,590,916.95 31,594,351.45 339,938,434.50 16,170,916.95 37,305,000.00 393,414,351.45 Series 2015 Series 2015 Series 2015 Tax-Exempt Taxable Tax-Exempt New Current Refunding of • Money Refunding of Series 1998A Uses: Financing Series 2005B and 2005A Total Project Fund Deposits: Project Fund 316,000,000.00 316,000,000.00 Refunding Escrow Deposits: Cash Deposit 10.56 10.23 20.79 SLGS Purchases 15,447,805.00 35,580,215.00 51,028,020.00 15,447,815.56 35,580,225.23 51,028,040.79 Other Fund Deposits: Debt Service Reserve Fund 21,764,388.18 619,534.35 1,460,257.72 23,844,180.25 Delivery Date Expenses: Cost of Issuance 619,870.00 29,160.00 74,610.00 723,640.00 1 Underwriter's Discount 1.549,675.00 72,900.00 186,525.00 1,809,100.00 2,169,545.00 102,060.00 261,135.00 2,532,740.00 . Other Uses of Funds: Additional Proceeds 4,501.32 1,507.04 3,382.05 9,390.41 339,938,434.50 16,170,916.95 37,305,000.00 393,414,351.45 Morgan Stanley N c.0 w G Q Cl) F.. �.i J a = 2 ccs W 0) 0 c HICam., to N N r .-- ':V ■p .) -p s I rZ ¢ J o Co cn CC O >, N cl-.vl ✓ M O O r c0 O O 00 GO1 (/] r V'�V'1 M M - .Y .- -- c1 Cs J c U r ^ \i y • S,^ � O 7 v \ \ C Z 7.- r * 75 p 2 ,? N N 0Q = 2 'O L >" o ,, N z L., p M N N M ¢ -v.) e Q z U a U — . L N w 0 0 0 O O O O O L r * 0 00C 0 = r 0 0 (.] L� ' C C O O O _ �r c u> O v1 - rn o0 O N ¢ G V �, a t, C1 00 e) ,C Cil o`r:M '0 a to Co e ms, o < < 0.) -0 r ei a a to C■ 1 ¢ a ,-. r -p of N 3 c:_, Co _ O r 3 y t,121 I "4 4) = •7 zU = Q. e) ›, E C L/ r x x % CC r c:, o O o 0. N N N 00 00 C4 C N ee) cu L • c1 e.) 6 N e) Co co f VD Ltn N d .> 0 EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 3 SUMMARY OF REFUNDING RESULTS Miami Beach City Center RDA Combined 2015 Financings **Estimated** Interest Rates as of COB October 5,2015 Dated Date 12/10/2015 Delivery Date 12/10/2015 Arbitrage yield 3.778706% Escrow yield 0.000000% Value of Negative Arbitrage 569,081.70 Bond Par Amount 51,885,000.00 True Interest Cost 2.614843% Net Interest Cost 2.671434% Average Coupon 3.297039% Average Life 4.102 Par amount of refunded bonds 49,355,000.00 Average coupon of refunded bonds 5.258257% Average life of refunded bonds 4.195 Net PV Savings 3,400,124.78 Percentage savings of refunded bonds 6.889119% Percentage savings of refunding bonds 6.553194% Morgan Stanley EXHIBIT A -Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 4 SAVINGS Miami Beach City Center RDA Combined 2015 Financings **Estimated** Interest Rates as of COB October 5,2015 Prior Refunding Date Debt Service Debt Service Savings 09/30/2016 1,313,075.00 736,345.67 576,729.33 09/30/2017 8,400,323.75 8,282,981.93 117,341.82 09/30/2018 8,403,379.75 8,283,870.36 119,509.39 09/30/2019 8,409,722.50 8,291,894.26 117,828.24 09/30/2020 8,418,064.00 8,301,892.13 116,171.87 09/30/2021 8,443,743.00 8,325,662.25 118,080.75 09/30/2022 8,451,948.50 8,332,105.50 119,843.00 09/30/2023 8,467,678.00 8,347,430.25 120,247.75 60,307,934.50 58,902,182.35 1,405,752.15 Savings Summary PV of savings from cash flow 1,315,443.62 Plus:Refunding funds on hand 2,084,681.16 Net PV Savings 3,400,124.78 Morgan Staley Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC EXHIBIT A Page 5 BOND SUMMARY STATISTICS Miami Beach City Center RDA Combined 2015 Financings **Estimated** Interest Rates as of COB October 5,2015 Dated Date 12/10/2015 Delivery Date 12/10/2015 First Coupon 06/01/2016 Last Maturity 12/01/2043 Arbitrage Yield 3.778706% True Interest Cost(TIC) 4.216601% Net Interest Cost(NIC) 4.473199% All-In TIC 4.232715% Average Coupon 4.942850% Average Life(years) 17.528 Weighted Average Maturity(years) 17.517 Duration of Issue(years) 11.726 Par Amount 361,820,000.00 Bond Proceeds 393,414,351.45 Total Interest 313,475,513.60 Net Interest 283,690,262.15 Total Debt Service 675,295,513.60 Maximum Annual Debt Service 23,844,180.25 Average Annual Debt Service 24,139,249.82 Underwriter's Fees(per$1000) Average Takedown Other Fee 5.000000 Total Underwriter's Discount 5.000000 Bid Price 108.232063 Average Par Average Average Maturity PV of 1 bp Bond Component Value Price Coupon Life Date Duration change Serial Bonds(Taxable) 37,305,000.00 100.000 2.664% 4.076 01/06/2020 3.859 13,974.05 Serial Bonds(Tax-Exempt) 167,325,000.00 112.027 4.997% 13.755 09/10/2029 3.861 140,476.45 Tenn Bond 2040(Tax-Exempt) 90,775,000.00 107.476 5.000% 23.075 01/06/2039 14.270 77,158.75 Term Bond 2043(Tax-Exempt) 66,415,000.00 107.052 5.000% 27.008 12/12/2042 15.503 55,788.60 361,820,000.00 17.528 287,397.85 i All-In Arbitrage TIC TIC Yield Par Value 361,820,000.00 361,820,000.00 324,515,000.00 +Accrued Interest +Premium(Discount) 31,594,351.45 31,594,351.45 31,594,351.45 -Underwriter's Discount (1,809,100.00) (1,809,100.00) -Cost of Issuance Expense (723,640.00) -Other Amounts Target Value 391,605,251.45 390,881,611.45 356,109,351.45 Target Date 12/10/2015 12/10/2015 12/10/2015 Yield 4.216601% 4.232715% 3.778706% Morgan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 6 BOND PRICING Miami Beach City Center RDA Combined 2015 Financings **Estimated** Interest Rates as of COB October 5,2015 Maturity Yield to Call Call Premium Bond Component Date Amount Rate Yield Price Maturity Date Price (-Discount) Serial Bonds(Tax-Exempt): 12/01/2016 1,810,000 3.000% 0.820% 102.112 38,227.20 12/01/2017 1,875,000 4.000% 1.240% 105.368 100,650.00 12/01/2018 1,960,000 5.000% 1.560% 109.961 195,235.60 12/01/2019 2,070,000 5.000% 1.820% 112.140 251,293.00 12/01/2020 2,180,000 5.000% 2.090% 113.681 298,245.80 12/01/2021 2,285,000 5.000% 2.340% 114.751 337,060.35 12/01/2022 2,400,000 5.000% 2.570% 115.425 370,200.00 12/01/2023 8,555,000 5.000% 2.800% 115.625 1,336,718.75 12/01/2024 8,990,000 5.000% 2.960% 115.974 1,436,062.60 12/01/2025 9,455,000 5.000% 3.120% 116.008 1,513,556.40 • 12/01/2026 9,940,000 5.000% 3.230% 114.990 C 3.356% 12/01/2025 100.000 1,490,006.00 . 12/01/2027 10,445,000 5.000% 3.340% 113.983 C 3.556% 12/01/2025 100.000 1,460,524.35 12/01/2028 10,985,000 5.000% 3.440% 113.077 C 3.720% 12/01/2025 100.000 1,436,503.45 12/01/2029 11,545,000 5.000% 3.520% 112.358 C 3.848% 12/01/2025 100.000 1,426,731.10 12/01/2030 12,140,000 5.000% 3.610% 111.555 C 3.969% 12/01/2025 100.000 1,402,777.00 12/01/2031 12,760,000 5.000% 3.680% 110.936 C 4.063% 12/01/2025 100.000 1,395,433.60 12/01/2032 13,415,000 5.000% 3.740% 110.409 C 4.140% 12/01/2025 100.000 1,396,367.35 12/01/2033 14,105,000 5.000% 3.790% 109.971 C 4.204% 12/01/2025 100.000 1,406,409.55 12/01/2034 14,825,000 5.000% 3.840% 109.536 C 4.262% 12/01/2025 100.000 1,413,712.00 12/01/2035 15.585,000 5.000% 3.890% 109.103 C 4.315% 12/01/2025 100.000 1,418,702.55 167,325,000 20,124,426.65 Term Bond 2040(Tax-Exempt): 12/01/2036 16,385,000 5.000% 4.080% 107.476 C 4.499% 12/01/2025 100.000 1,224,942.60 12/01/2037 17,225,000 5.000% 4.080% 107.476 C 4.499% 12/01/2025 100.000 1,287,741.00 12/01/2038 18,110,000 5.000% 4.080% 107.476 C 4.499% 12/01/2025 100.000 1,353,903.60 12/01/2039 19,040,000 5.000% 4.080% 107.476 C 4.499% 12/01/2025 100.000 1,423,430.40 12/01/2040 20,015,000 5.000% 4.080% 107.476 C 4.499% 12/01/2025 100.000 1,496,321.40 90,775,000 6,736,339.00 Term Bond 2043(Tax-Exempt): 12/01/2041 21,040,000 5.000% 4.130% 107.052 C 4.552% 12/01/2025 100.000 1,483,740.80 12/01/2042 22,120,000 5.000% 4.130% 107.052 C 4.552% 12/01/2025 100.000 1,559,902.40 12/01/2043 23,255,000 5.000% 4.130% 107.052 C 4.552% 12/01/2025 100.000 1,639,942.60 66,415,000 4,683,585.80 Serial Bonds(Taxable): 12/01/2016 4,985,000 1.407% 1.407% 100.000 12/01/2017 5,060,000 1.557% 1.557% 100.000 12/01/2013 5,160,000 1.980% 1.930% 100.000 12/01/2019. 5,275,000 2.395% 2.395% 100.000 12/01/2020 5,430,000 2.645% 2.645% 100.000 12/01/2021 5,600,000 3.040% 3.040% 100.000 12/01/2022 5,795,000 3.190% 3.190% 100.000 37,305,000 361,820,000 31,594,351.45 Dated Date 12/10/2015 Delivery Date 12/10/2015 First Coupon 06/01/2016 Par Amount 361,820,000.00 1 Premium 31,594,351.45 Production 393,414,351.45 108.732063% i Underwriter's Discount (1,809,100.00) (0.500000%) Purchase Price 391,605,251.45 108.232063% Accrued Interest Net Proceeds 391,605,251.45 Morgan Stanley Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC EXHIBIT A Page 7 BOND DEBT SERVICE Miami Beach City Center RDA Combined 2015 Financings **Estimated** Interest Rates as of COB October 5,2015 Dated Date 12/10/2015 Delivery Date 12/10/2015 Period Ending Principal Coupon Interest Debt Service 09/30/2016 8,097,301.92 8,097,301.92 09/30/2017 6,795,000 ** % 16,984,731.93 23,779,731.93 09/30/2018 6,935,000 ** % 16,845,620.36 23,780,620.36 09/30/2019 7,120,000 ** % 16,668,644.26 23,788,644.26 09/30/2020 7,345,000 ** % 16,453,642.13 23,798,642.13 09/30/2021 7,610,000 ** % 16,212,412.25 23,822,412.25 09/30/2022 7,885,000 ** % 15,943,855.50 23,828,855.50 09/30/2023 8,195,000 ** % 15,649,180.25 23,844,180.25 09/30/2024 8,555,000 5.000% 15,282,875.00 23,837,875.00 09/30/2025 8,990,000 5.000% 14,844,250.00 23,834,250.00 09/30/2026 9,455,000 5.000% 14,383,125.00 23,838,125.00 09/30/2027 9,940,000 5.000% 13,898,250.00 23,838,250.00 09/30/2028 10,445,000 5.000% 13,388,625.00 23,833,625.00 09/30/2029 10,985,000 5.000% 12,852,875.00 23,837,875.00 09/30/2030 11,545,000 5.000% 12,289,625.00 23,834,625.00 09/30/2031 12,140,000 5.000% 11,697,500.00 23,837,500.00 09/30/2032 12,760,000 5.000% 11,075,000.00 23,835,000.00 09/30/2033 13,415,000 5.000% 10,420,625.00 23,835,625.00 09/30/2034 14,105,000 5.000% 9,732,625.00 23,837,625.00 09/30/2035 14,825,000 5.000% 9,009,375.00 23,834,375.00 09/30/2036 15,585,000 5.000% 8,249,125.00 23,834,125.00 09/30/2037 16,385,000 5.000% 7,449,875.00 23,834,875.00 09/30/2038 17,225,000 5.000% 6,609,625.00 23,834,625.00 09/30/2039 18,110,000 5.000% 5,726,250.00 23,836,250.00 09/30/2040 19,040,000 5.000% 4,797,500.00 23,837,500.00 09/30/2041 20,015,000 5.000% 3,821,125.00 23,836,125.00 09/30/2042 21,040,000 5.000% 2,794,750.00 23,834,750.00 09/30/2043 22,120,000 5.000% 1,715,750.00 23,835,750.00 09/30/2044 23,255,000 5.000% 581,375.00 23,836,375.00 i 361,820,000 313,475,513.60 675,295,513.60 1 Morgan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 8 PROJECT FUND Miami Beach City Center RDA Combined 2015 Financings **Estimated** Interest Rates as of COB October 5,2015 Interest Scheduled Date Deposit @ 3.778706% Principal Draws Balance 12/10/2015 316,000,000 316,000,000 316,000,000 316,000,000 0 316,000,000 316,000,000 Arbitrage Yield: 3.7787060% Morgan t : [ y EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 9 DEBT SERVICE RESERVE FUND Miami Beach City Center RDA Combined 2015 Financings **Estimated** Interest Rates as of COB October 5,2015 Interest Date Deposit @ 1% Principal Debt Service Balance 12/10/2015 23,844,180.25 23,844,180.25 06/01/2016 113,259.85 (113,259.85) 23,844.180.25 12/01/2016 119,220.90 (119,220.90) 23,844,180.25 06/01/2017 119,220.90 (119,220.90) 23,844,180.25 12/01/2017 119,220.90 (119,220.90) 23,344,130.25 06/01/2018 119,220.90 (119,220.90) 23,844,18025 12/01/2018 119,220.90 (119,220.90) 23,844,130.25 06/01/2019 119,220.90 (119,220.90) 23,844,180.25 12/01/2019 119,220.90 (119,220.90) 23,844,180.25 06/01/2020 119,220.90 (119,220.90) 23,344,130.25 12/01/2020 119,220.90 (119,220.90) 23,844,180.25 06/01/2021 119,220.90 (119,220.90) 23,844,180.25 12/01/2021 119,220.90 (119,220.90) 23,844,180.25 06/01/2022 119,220.90 (119,220.90) 23,344,180.25 12/01/2022 119,220.90 (119,220.90) 23,844.180.25 06/01/2023 119,220.90 (119,220.90) 23,844,180.25 12/01/2023 119,220.90 (119,220.90) 23,844,180.25 06/01/2024 119,220.90 (119,220.90) 23,344,180.25 12/01/2024 119,220.90 (119,220.90) 23,844,180.25 06/01/2025 119,220.90 (119,220.90) 23,844,130.25 12/01/2025 119,220.90 (119,220.90) 23,344,13025 06/01/2026 119,220.90 (119,220.90) 23,844,130.25 12/01/2026 119,220.90 (119,220.90) 23,344,180.25 06/01/2027 119,220.90 (119,220.90) 23,844,130.25 12/01/2027 119,220.90 (119,220.90) 23,844,180.25 06/01/2028 119,220.90 (119,220.90) 23,844,18025 12/01/2028 119,220.90 (119,220.90) 23,844,180.25 06/01/2029 119,220.90 (119,220.90) 23,344,180.25 12/01/2029 119,220.90 (119,220.90) 23,844,180.25 06/01/2030 119,220.90 (119,220.90) 23,844,180.25 12/01/2030 119,220.90 (119,220.90) 23,844,180.25 06/01/2031 119,220.90 (119,220.90) 23,844,130.25 12/01/2031 119,220.90 (119,220.90) 23,844,130.25 06/01/2032 119,220.90 (119,220.90) 23,844,180.25 12/01/2032 119,220.90 (119,220.90) 23,844,180.25 06/01/2033 119,220.90 (119,220.90) 23,344,180.25 12/01/2033 119,220.90 (119,220.90) 23,844,130.25 06/01/2034 119,220.90 (119,220.90) 23,844,180.25 12/01/2034 119,220.90 (119,220.90) 23,844,180.25 06/01/2035 119,220.90 (119,220.90) 23,844,180.25 12/01/2035 119,220.90 (119,220.90) 23,844,180.25 06/01/2036 119,220.90 (119,220.90) 23,344,180.25 12/01/2036 119,220.90 (119,220.90) 23,844,180.25 1 06/01/2037 119,220.90 (119,220.90) 23,844,180.25 12/01/2037 119,220.90 (119,220.90) 23,844,130.25 06/01/2038 119,220.90 (119,220.90) 23,844,180.25 12/01/2038 119,220.90 (119,220.90) 23,344,180.25 06/01/2039 119,220.90 (119,220.90) 23,844,130.25 12/01/2039 119,220.90 (119,220.90) 23,344,180.25 06/01/2040 119,220.90 (119,220.90) 23,844,130.25 12/01/2040 119,220.90 (119,220.90) 23,844,180.25 06/01/2041 119,220.90 (119,220.90) 23,844,130.25 12/01/2041 119,220.90 (119,220.90) 23,344,180.25 06/01/2042 119,220.90 (119,220.90) 23,844,180.25 12/01/2042 119,220.90 (119,220.90) 23,344,180.25 06/01/2043 119,220.90 (119,220.90) 23,344,130.25 12/01/2043 119,220.90 23,344,180.25 (23,963,401.15) 23,844,130.25 6,670,409.35 23,844,180.25 (30,514,589.60) Average Life(years): 27.9750 Yield To Receipt Date: 1.0000024% Arbitrage Yield: 3.7787060% Value of Negative Arbitraee: 11,381,148.64 Morgan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 10 NET DEBT SERVICE Miami Beach City Center RDA Combined 2015 Financings **Estimated** Interest Rates as of COB October 5,2015 Period Total General Debt Service Net Ending , Principal Interest Debt Service Fund Reserve Fund Debt Service 09/30/2016 8,097,301.92 8,097,301.92 113,259.85 7,984,042.07 09/30/2017 6,795,000 16,984,731.93 23,779,731.93 238,441.80 23,541,290.13 09/30/2018 6,935,000 16,845,620.36 23,780,620.36 238,441.80 23,542,178.56 09/30/2019 7,120,000 16,668,644.26 23,788,644.26 238,441.80 23,550,202.46 09/30/2020 7,345,000 16,453,642.13 23,798,642.13 238,441.80 23,560,200.33 09/30/2021 7,610,000 16,212,412.25 23,822,412.25 238,441.80 23,583,970.45 09/30/2022 7,885,000 15,943,855.50 23,828,855.50 238,441.80 23,590,413.70 09/30/2023 8,195,000 15,649,180.25 23,844,180.25 (10,398.96) 238,441.80 23,616,137.41 09/30/2024 8,555,000 15,282,875.00 23,837,875.00 (20,797.92) 238,441.80 23,620,231.12 09/30/2025 8,990,000 14,844,250.00 23,834,250.00 (20,797.92) 238,441.80 23,616,606.12 09/30/2026 9,455,000 14,383,125.00 23,838,125.00 (20,797.92) 238,441.80 23,620,481.12 09/30/2027 9,940,000 13,898,250.00 23,838,250.00 (20,797.92) 238,441.80 23,620,606.12 09/30/2028 10,445,000 13,388,625.00 23,833,625.00 (20,797.92) 238,441.80 23,615,981.12 09/30/2029 10,985,000 12,852,875.00 23,837,875.00 (20,797.92) 238,441.80 23,620,231.12 09/30/2030 11,545,000 12,289,625.00 23,834,625.00 (20,797.92) 238,441.80 23,616,981.12 09/30/2031 12,140,000 11,697,500.00 23,837,500.00 (20,797.92) 238,441.80 23,619,856.12 09/30/2032 12,760,000 11,075,000.00 23,835,000.00 (20,797.92) 238,441.80 23,617,356.12 09/30/2033 13,415,000 10,420,625.00 23,835,625.00 (20,797.92) 238,441.80 23,617,981.12 09/30/2034 14,105,000 9,732,625.00 23,837,625.00 (20,797.92) 238,441.80 23,619,981.12 09/30/2035 14,825,000 9,009,375.00 23,834,375.00 (20,797.92) 238,441.80 23,616,731.12 09/30/2036 15,585,000 8,249,125.00 23,834,125.00 (20,797.92) 238,441.80 23,616,481.12 09/30/2037 16,385,000 7,449,875.00 23,834,875.00 (20,797.92) 238,441.80 23,617,231.12 09/30/2038 17,225,000 6,609,625.00 23,834,625.00 (20,797.92) 238,441.80 23,616,981.12 09/30/2039 18,110,000 5,726,250.00 23,836,250.00 (20,797.92) 238,441.80 23,618,606.12 09/30/2040 19,040,000 4,797,500.00 23,837,500.00 (20,797.92) 238,441.80 23,619,856.12 09/30/2041 20,015,000 3,821,125.00 23,836,125.00 (20,797.92) 238,441.80 23,618,481.12 09/30/2042 21,040,000 2,794,750.00 23,834,750.00 (20,797.92) 238,441.80 23,617,106.12 09/30/2043 22,120,000 1,715,750.00 23,835,750.00 (20,797.92) 238,441.80 23,618,106.12 09/30/2044 23,255,000 581,375.00 23,836,375.00 426,357.36 23,963,401.15 (553,383.51) 361,820,000 313,475,513.60 675,295,513.60 0.00 30,514,589.60 644,780,924.00 I Morgan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 11 AGGREGATE DEBT SERVICE Miami Beach City Center RDA Combined 2015 Financings **Estimated** Interest Rates as of COB October 5,2015 Series 2015 Series 2015 Series 2015 Tax-Exempt Taxable Tax-Exempt New Current Refunding of Period Money Refunding of Series 1998A Aggregate Ending Financing Series 2005B and 2005A Debt Service 09/30/2016 7,360,956.25 320,173.75 416,171.92 8,097,301.92 09/30/2017 15,496,750.00 2,456,900.00 5,826,081.93 23,779,731.93 09/30/2018 15,496,750.00 2,457,250.00 5,826,620.36 23,780,620.36 09/30/2019 15,496,750.00 2,455,750.00 5,836,144.26 23,788,644.26 09/30/2020 15,496,750.00 _2,465,000.00 5,836,892.13 23,798,642.13 09/30/2021 15,496,750.00 2,468,750.00 5,856,912.25 23,822,412.25 09/30/2022 15,496,750.00 2,462,125.00 5,869,980.50 23,828,855.50 09/30/2023 15,496,750.00 2,460,000.00 5,887,430.25 23,844,180.25 09/30/2024 23,837,875.00 23,837,875.00 09/30/2025 23,834,250.00 23,834,250.00 09/30/2026 23,838,125.00 23,838,125.00 09/30/2027 23,838,250.00 23,838,250.00 09/30/2028 23,833,625.00 23,833,625.00 09/30/2029 23,837,875.00 23,837,875.00 09/30/2030 23,834,625.00 23,834,625.00 09/30/2031 23,837,500.00 23,837,500.00 09/30/2032 23,835,000.00 23,835,000.00 09/30/2033 23,835,625.00 23,835,625.00 09/30/2034 23,837,625.00 23,837,625.00 09/30/2035 23,834,375.00 23,834,375.00 09/30/2036 23,834,125.00 23,834,125.00 09/30/2037 23,834,875.00 23,834,875.00 09/30/2038 23,834,625.00 23,834,625.00 09/30/2039 23,836,250.00 23,836,250.00 09/30/2040 23,837,500.00 23,837,500.00 09/30/2041 23,836,125.00 23,836,125.00 09/30/2042 23,834,750.00 23,834,750.00 09/30/2043 23,835,750.00 23,835,750.00 09/30/2044 23,836,375.00 23,836,375.00 616,393,331.25 17,545,948.75 41,356,233.60 675,295,513.60 • Morgan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 12 PROOF OF ARBITRAGE YIELD Miami Beach City Center RDA Combined 2015 Financings **Estimated** Interest Rates as of COB October 5,2015 Present Value to 12/10/2015 Date Debt Service Total @ 3.7787060014% 06/01/2016 7,681,130.00 7,681,130.00 7,545,755.89 12/01/2016 9,895,400.00 9,895,400.00 9,540,742.74 06/01/2017 8,058,250.00 8,058,250.00 7,625,367.23 12/01/2017 9,933,250.00 9,933,250.00 9,225,344.40 06/01/2018 8,020,750.00 8,020,750.00 7,311,010.33 c. 12/01/2018 9,980,750.00 9,980,750.00 8,928,875.98 06/01/2019 7,971,750.00 7,971,750.00 6,999,362.39 12/01/2019 10,041,750.00 10,041,750.00 8,653,372.71 06/01/2020 7,920,000.00 7,920,000.00 6,698,420.10 12/01/2020 10,100,000.00 10,100,000.00 8,383,777.99 06/01/2021 7,865,500.00 7,865,500.00 6,407,902.96 12/01/2021 10,150,500.00 10,150,500.00 8,116,115.56 06/01/2022 7,808,375.00 7,808,375.00 6,127,631.56 12/01/2022 10,208,375.00 10,208,375.00 7,862,484.33 06/01/2023 7,748,375.00 7,748,375.00 5,857,131.90 12/01/2023 16,303,375.00 16,303,375.00 12,095,479.42 06/01/2024 7,534,500.00 7,534,500.00 5,486,194.51 12/01/2024 16,524,500.00 16,524,500.00 11,809,086.05 06/01/2025 7,309,750.00 7,309,750.00 5,126,980.66 12/01/2025 299,699,750.00 299,699,750.00 206,308,314.74 480,756,030.00 480,756,030.00 356,109,351.45 Proceeds Summary Delivery date 12/10/2015 Par Value 324,515,000.00 Premium(Discount) 31,594,351.45 Target for yield calculation 356,109,351.45 I I Morgan Stantey EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 13 PROOF OF ARBITRAGE YIELD Miami Beach City Center RDA Combined 2015 Financings **Estimated** Interest Rates as of COB October 5,2015 Assumed Call/Computation Dates for Premium Bonds Present Value Bond Maturity Call Call to 12/10/2015 Component Date Rate Yield Date Price @ 3.7787060014% TE_SER 12/01/2026 5.000% 3.230% 12/01/2025 100.000 (488,781.70) TE_SER 12/01/2027 5.000% 3.340% 12/01/2025 100.000 (408,433.02) TE_SER 12/01/2028 5.000% 3.440% 12/01/2025 100.000 (330,024.66) TE_SER 12/01/2029 5.000% 3.520% 12/01/2025 100.000 (263,840.31) TE_SER 12/01/2030 5.000% 3.610% 12/01/2025 100.000 (179,953.77) TE_SER 12/01/2031 5.000% 3.680% 12/01/2025 100.000 (110,159.76) TE_SER 12/01/2032 5.000% 3.740% 12/01/2025 100.000 (45,117.46) TE_SER 12/01/2033 5.000% 3.790% 12/01/2025 100.000 14,341.83 TE_SER 12/01/2034 5.000% 3.840% 12/01/2025 100.000 79,562.67 TE_SER 12/01/2035 5.000% 3.890% 12/01/2025 100.000 151,124.48 TE_TM1 12/01/2036 5.000% 4.080% 12/01/2025 100.000 425,465.86 ' TE_TM1 12/01/2037 5.000% 4.080% 12/01/2025 100.000 447,277.96 TE_TM1 12/01/2038 5.000% 4.080% 12/01/2025 100.000 470,258.57 TE_TMI 12/01/2039 5.000% 4.080% 12/01/2025 100.000 494,407.69 TE_TM1 12/01/2040 5.000% 4.080% 12/01/2025 100.000 519,725.31 TE_TM2 12/01/2041 5.000% 4.130% 12/01/2025 100.000 635,550.87 TETM2 12/01/2042 5.000% 4.130% 12/01/2025 100.000 668,174.20 TE__TM2 12/01/2043 5.000% 4.130% 12/01/2025 100.000 702,458.91 I Rejected Call/Computation Dates for Premium Bonds Present Value Bond Maturity Call Call to 12/10/2015 Increase Component Date Rate Yield Date Price @ 3.7787060014% to NPV TE_SER 12/01/2026 5.000% 3.230% (407,524.33) 81,257.37 TE_SER 12/01/2027 5.000% 3.340% (240,799.03) 167,633.99 TE_SER 12/01/2028 5.000% 3.440% (70,401.80) 259,622.86 TE_SER 12/01/2029 5.000% 3.520% 93,370.18 357,210.49 TE_SER 12/01/2030 5.000% , 3.610% 281,107.11 461,060.88 TE_SER 12/01/2031 5.000% 3.680% 460,952.45 571,112.21 TE_SER 12/01/2032 5.000% 3.740% 642,914.73 688,032.19 TE_SER 12/01/2033 5.000% 3.790% 826,487.97 812,146.14 TE_SER 12/01/2034 5.000% 3.840% 1,022,993.09 943,430.42 TE_SER 12/01/2035 5.000% 3.890% 1,233,882.61 1,082,758.13 TE_TM1 12/01/2036 5.000% 4.080% 1,655,921.97 1,230,456.11 TE_TM1 12/01/2037 5.000% 4.080% 1,834,098.01 1,386,820.05 TETM1 12/01/2038 5.000% 4.080% 2,022,803.87 1,552,545.30 TE_TM1 12/01/2039 5.000% 4.080% 2,222,354.71 1,727,947.02 TE_TM1 12/01/2040 5.000% 4.080% 2,433,035.07 1,913,309.76 TE_TM2 12/01/2041 5.000% 4.130% 2,744,941.78 2,109,390.91 TE_TM2 12/01/2042 5.000% 4.130% 2,985,185.41 2,317,011.21 TE_TM2 12/01/2043 5.000% 4.130% - 3,238,961.91 2,536,503.00 Mora n Stanley EXHIBIT A Oct 13,2015 3:21 pin Prepared by Morgan Stanley/ALC Page 14 PROOF OF COMPOSITE ESCROW YIELD Miami Beach City Center RDA Combined 2015 Financings **Estimated** Interest Rates as of COB October 5,2015 All restricted escrows funded by bond proceeds Present Value Security to 12/10/2015 Date • Receipts @ 0.0000000000% 01/11/2016 15,447,8 05.00 15,447,8 05.00 15,447,805.00 15,447,805.00 Escrow Cost Summary Purchase date 12/10/2015 Purchase cost of securities 15,447,805.00 Target for yield calculation 15,447,805.00 Morgan Star.ley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 15 UNDERWRITER'S DISCOUNT Miami Beach City Center RDA Combined 2015 Financings **Estimated** Interest Rates as of COB October 5,2015 Underwriter's Discount 5/1000 Amount Other Underwriter's Discount 5.00 1,809,100.00 5.00 1,809,100.00 Mogan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 16 COST OF ISSUAiNCE Miami Beach City Center RDA Combined 2015 Financings **Estimated** Interest Rates as of COB October 5,2015 Cost of Issuance $/1000 Amount Other Cost of Issuance 2.00 723,640.00 2.00 723,640.00 • 11 Morgan,Stan[ey EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 17 FORM 8038 STATISTICS Miami Beach City Center RDA Combined 2015 Financings **Estimated** Interest Rates as of COB October 5,2015 Dated Date 12/10/2015 Delivery Date 12/10/2015 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Serial Bonds(Tax-Exempt): 12/01/2016 1,810,000.00 3.000% 102.112 1,848,227.20 1,810,000.00 12/01/2017 1,875,000.00 4.000% 105.368 1,975,650.00 1,875,000.00 12/01/2018 1,960,000.00 5.000% 109.961 2,155,23 5.60 1,960,000.00 12/01/2019 2,070,000.00 5.000% 112.140 2,321,298.00 2,070,000.00 12/01/2020 2,180,000.00 5.000% 113.681 2,478,245.80 2,180,000.00 12/01/2021 2,285,000.00 5.000% 114.751 2,622,060.35 2,285,000.00 12/01/2022 2,400,000.00 5.000% 115.425 2,770,200.00 2,400,000.00 12/01/2023 8,555,000.00. 5.000% 115.625 9,891,718.75 8,555,000.00 12/01/2024 8,990,000.00 5.000% 115.974 10,426,062.60 8,990,000.00 12/01/2025 9,455,000.00 5.000% 116.008 10,968,556.40 9,455,000.00 12/01/2026 9,940,000.00 5.000% 114.990 11,430,006.00 9,940,000.00 12/01/2027 10,445,000.00 5.000% 113.983 11,905,524.35 10,445,000.00 12/01/2028 10,985,000.00 5.000% 113.077 12,421,508.45 10,985,000.00 12/01/2029 11,545,000.00 5.000% 112.358 12,971,731.10 11,545,000.00 12/01/2030 12,140,000.00 5.000% 111.555 13,542,777.00 12,140,000.00 12/01/2031 12,760,000.00 5.000% 110.936 14,155,433.60 12,760,000.00 12/01/2032 13,415,000.00 5.000% 110.409 14,811,367.35 13,415,000.00 12/01/2033 14,105,000.00 5.000% 109.971 15,511,409.55 14,105,000.00 12/01/2034 14,825,000.00 5.000% 109.536 16,238,712.00 14,825,000.00 12/01/2035 15,585,000.00 5.000% 109.103 17,003,702.55 15,585,000.00 Term Bond 2040(Tax-Exempt): 12/01/2036 16,385,000.00 5.000% 107.476 17,609,942.60 16,385,000.00 12/01/2037 17,225,000.00 5.000% 107.476 18,512,741.00 17,225,000.00 12/01/2038 18,110,000.00 5.000% 107.476 19,463,903.60 18,110,000.00 12/01/2039 19,040,000.00 5.000% 107.476 20,463,430.40 19,040,000.00 12/01/2040 20,015,000.00 5.000% 107.476 21,511,321.40 20,015,000.00 Term Bond 2043(Tax-Exempt): 12/01/2041 21,040,000.00 5.000% 107.052 22,523,740.80 21,040,000.00 12/01/2042 22,120,000.00 5.000% 107.052 23,679,902.40 22,120,000.00 12/01/2043 23,255,000.00 5.000% 107.052 24,894,942.60 23,255,000.00 324,515,000.00 356,109,351.45 324,515,000.00 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 12/01/2043 5.000% 24,894,942.60 23,255,000.00 Entire Issue 356,109,351.45 324,515,000.00 18.9252 3.7787% Proceeds used for accrued interest 0.00 Proceeds used for bond issuance costs(including underwriters'discount) 2,271,605.00 Proceeds used for credit enhancement 0.00 Proceeds allocated to reasonably required reserve or replacement fund 22,383,922.53 Proceeds used to currently refund prior issues 15,447,815.56 Proceeds used to advance refund prior issues 0.00 Remaining weighted average maturity of the bonds to be currently refunded 4.1474 Remaining weighted average maturity of the bonds to be advance refunded 0.0000 Morgan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 18 FORM 8038 STATISTICS Miami Beach City Center RDA Combined 2015 Financings **Estimated** Interest Rates as of COB October 5,2015 Refunded Bonds Bond Component Date Principal Coupon Price Issue Price Series 2005B(Exempt): BOND 12/01/2016 1,885,000.00 5.000% 109.436 2,062,868.60 BOND 12/01/2017 1,980,000.00 5.000% 108.733 2,152,913.40 BOND 12/01/2018 2,080,000.00 5.000% 108.297 2,252,577.60 BOND 12/01/2019 2,195,000.00 5.000% 108.123 2,373,299.85 BOND 12/01/2020 2,300,000.00 4.000% 97.765 2,248,595.00 BOND 12/01/2021 2,400,000.00 5.000% 107.775 2,586,600.00 BOND 12/01/2022 2,525,000.00 5.000% 107.602 2,716,950.50 15,365,000.00 16,393,804.95 Remaining Last Weighted Call Issue Average Date Date Maturity Series 2005B(Exempt) 01/11/2016 09/22/2005 4.1474 All Refunded Issues 01/11/2016 4.1474 h EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 19 SOURCES AND USES OF FUNDS Miami Beach City Center RDA Series 2015 Tax-Exempt New Money Financing Dated Date 12/10/2015 • Delivery Date 12/10/2015 Sources: Bond Proceeds: Par Amount 309,935,000.00 Premium 30,003,434.50 339,938,434.50 Uses: Project Fund Deposits: Project Fund 316,000,000.00 Other Fund Deposits: Debt Service Reserve Fund 21,764,388.18 Delivery Date Expenses: Cost of Issuance 619,870.00 Underwriter's Discount 1,549,675.00 2,169,545.00 Other Uses of Funds: Additional Proceeds 4,501.32 339,938,434.50 • Morgan Stanley • EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 20 BOND SUMMARY STATISTICS Miami Beach City Center RDA Series 2015 Tax-Exempt New Money Financing Dated Date 12/10/2015 Delivery Date 12/10/2015 First Coupon 06/01/2016 Last Maturity 12/01/2043 Arbitrage Yield 3.778706% True Interest Cost(TIC) 4.289188% Net Interest Cost(NIC) 4.535765% All-In TIC 4.303770% Average Coupon 5.000000% Average Life(years) 19.776 Weighted Average Maturity(years) 19.623 Duration of Issue(years) 12.848 Par Amount 309,935,000.00 Bond Proceeds 339,938,434.50 Total Interest 306,458,331.25 Net Interest 278,004,571.75 Total Debt Service 616,393,331.25 Maximum Annual Debt Service 23,838,250.00 Average Annual Debt Service 22,033,720.51 Underwriter's Fees(per$1000) Average Takedown Other Fee 5.000000 Total Underwriter's Discount 5.000000 Bid Price 109.180557 Average Par Average Average Maturity PV of 1 bp Bond Component Value Price Coupon Life Date Duration change Serial Bonds(Tax-Exempt) 152,745,000.00 112.134 5.000% 14.670 08/11/2030 10.726 134,348.00 Term Bond 2040(Tax-Exempt) 90,775,000.00 107.476 5.000% 23.075 01/06/2039 14.270 77,158.75 Term Bond 2043(Tax-Exempt) 66,415,000.00 107.052 5.000% 27.008 I2/12/2042 15.503 55,788.60 309,935,000.00 19.776 267,295.35 All-In Arbitrage TIC TIC Yield Par Value 309,935,000.00 309,935,000.00 309,935,000.00 +Accrued Interest III +Premium(Discount) 30,003,434.50 30,003,434.50 30,003,434.50 -Underwriter's Discount (1,549,675.00) (1,549,675.00) -Cost of Issuance Expense (619,870.00) -Other Amounts Target Value 338,388,759.50 337,768,889.50 339,938,434.50 Target Date 12/10/2015 12/10/2015 12/10/2015 Yield 4.289188% 4.303770% 3.778706% Morgan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC - Page 21 BOND PRICING Miami Beach City Center RDA Series 2015 Tax-Exempt New Money Financing Maturity Yield to Call Call Premium Bond Component Date Amount Rate Yield Price Maturity Date Price (-Discount) Serial Bonds(Tax-Exempt): 12/01/2023 8,555,000 5.000% 2.800% 115.625 1.336,718.75 12/01/2024 8,990,000 5.000% 2.960% 115.974 1,436,062.60 12/01/2025 9,455,000 5.000% 3.120% 116.003 1,513,556.40 12/01/2026 9,940,000 5.000% 3.230% 114.990 C 3.356% 12/01/2025 100.000 1,490,006.00 12/01/2027 10,445,000 5.000% 3.340% 113.933 C 3.556% 12/01/2025 100.000 1,460,524.35 12/01/2023 10,935,000 5.000% 3.440% 113.077 C 3.720% 12/01/2025 100.000 1,436,508.45 12/01/2029 11,545,000 5.000% 3.520% 112.358 C 3.843% 12/01/2025 100.000 1,426,731.10 12/01/2030 12,140,000 5.000% 3.610% 111.555 C 3.969% 12/01/2025 100.000 1,402,777.00 12/01/2031 12,760.000 5.000% 3.680% 110.936 C 4.063% 12/01/2025 100.000 1,395,433.60 12/01/2032 13,415,000 5.000% 3.740% 110.409 C 4.140% 12/01/2025 100.000 1,396,367.35 12/01/2033 14,105,000 5.000% 3.790% 109.971 C 4.204% 12/01/2025 100.000 1,406,409.55 12/01/2034 14,825,000 5.000% 3.840% 109.536 C 4.262% 12/01/2025 100.000 1,413,712.00 12/01/2035 15,585.000 5.000% 3.390% 109.103 C 4.315% 12/01/2025 ' 100.000 1,413,702.55 152,745,000 18,533,509.70 Term Bond 2040(Tax-Exempt): 12/01/2036 16,385,000 5.000% 4.030% 107.476 C 4.499% 12/01/2025 100.000 1,224,942.60 12/01/2037 17,225,000 5.000% 4.080% 107.476 C 4.499% 12/01/2025 100.000 1,287,741.00 12/01/2038 18,110,000 5.000% 4.080% 107.476 C 4.499% 12/01/2025 100.000 1,353,903.60 12/01/2039 19,040,000 5.000% 4.030% 107.476 C 4.499% 12/01/2025 100.000 1,423,430.40 12/01/2040 20,015,000 5.000% 4.030% 107.476 C 4.499% 12/01/2025 100.000 1.496,321.40 90,775,000 6,786,339.00 Term Bond 2043(Tax-Exempt): 12/01/2041 21,040,000 5.000% 4.130% 107.052 C 4.552% 12/01/2025 100.000 1,483,740.30 12/01/2042 22,120,000 5.000% 4.130% 107.052 C 4.552% 12/01/2025 100.000 1,559,902.40 12/01/2043 23,255,000 5.000% 4.130% 107.052 C 4.552% 12/01/2025 100.000 1,639,942.60 66,415,000 4,633,585.80 309,935,000 30,003,434.50 Dated Date 12/10/2015 Delivery Date 12/10/2015 First Coupon 06/01/2016 Par Amount 309,935,000.00 Premium 30,003,434.50 Production 339,938,434.50 109.680557% Underwriter's Discount (1,549,675.00) (0.500000%) Purchase Price 338,388,759.50 109.180557% Accrued Interest Net Proceeds 338,388,759.50 , Morgan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 22 BOND DEBT SERVICE Miami Beach City Center RDA Series 2015 Tax-Exempt New Money Financing Dated Date 12/10/2015 Delivery Date 12/10/2015 Period Annual Ending Principal Coupon Interest Debt Service Debt Service 06/01/2016 7,360,956.25 7,360,956.25 09/30/2016 7,360,956.25 12/01/2016 7,748,375.00 7,748,375.00 06/01/2017 7,748,375.00 7,748,375.00 09/30/2017 15,496,750.00 12/0I/2017 7,748,375.00 7,748,375.00 06/01/2018 7,748,375.00 7,748,375.00 09/30/2018 15,496,750.00 12/01/2018 7,748,375.00 7,748,375.00 06/01/2019 7,748,375.00 7,743,375.00 09/30/2019 15,496,750.00 12/01/2019 7,748,375.00 7,748,375.00 06/01/2020 7,748,375.00 7,743,375.00 09/30/2020 15,496,750.00 12/01/2020 7,748,375.00 7,748,375.00 06/01/2021 7,748,375.00 7,748,375.00 09/30/2021 15,496,750.00 12/01/2021 7,748,375.00 7,748,375.00 06/01/2022 7,748,375.00 7,748,375.00 09/30/2022 15,496,750.00 12/01/2022 7,743,375.00 7,743,375.00 06/01/2023 7,748,375.00 7,748,375.00 09/30/2023 15,496,750.00 12/01/2023 3,555,000 5.000% 7,743,375.00 16,303,375.00 06/01/2024 7,534,500.00 7,534,500.00 09/30/2024 23,837,875.00 12/01/2024 8,990,000 5.000% 7,534,500.00 16,524,500.00 06/01/2025 7,309,750.00 7,309,750.00 09/30/2025 23,834,250.00 12/01/2025 9,455,000 5.000% 7,309,750.00 16,764,750.00 06/01/2026 7,073,375.00 7,073,375.00. 09/30/2026 23,838,125.00 12/01/2026 9,940,000 5.000% 7,073,375.00 17,013,375.00 06/01/2027 6,824,875.00 6,824,875.00 09/30/2027 23,833,250.00 12/01/2027 10,445,000 5.000% 6,824,875.00 17,269,875.00 06/01/2028 6,563,750.00 6,563,750.00 09/30/2028 23,833,625.00 12/01/2028 10,935,000 5.000% 6,563,750.00 17,543,750.00 06/01/2029 6,289,125.00 6,289,125.00 09/30/2029 23,837,875.00 12/01/2029 11,545,000 5.000% 689,125.00 17,834,125.00 06/01/2030 6,000,500.00 6,000,500.00 09/30/2030 23,834,625.00 12/01/2030 12,140,000 5.000% 6,000,500.00 18,140,500.00 • 06/01/2031 5,697,000.00 5,697,000.00 09/30/2031 23,837,500.00 12/01/2031 12,760,000 5.000% 5,697,000.00 18,457,000.00 06/01/2032 5,378,000.00 5,378,000.00 09/30/2032 23,835,000.00 12/01/2032 13,415,000 5.000% 5,3 78,000.00 18,793,000.00 06/01/2033 5,042,625.00 5,042,625.00 09/30/2033 23,835,625.00 12/01/2033 14,105,000 5.000% 5,042,625.00 19,147,625.00 06/01/2034 4,690,000.00 4,690,000.00 09/30/2034 23,837,625.00 12/01/2034 14,825,000 5.000% 4,690,000.00 19,515,000.00 06/01/2035 4,3 19,375.00 4,319,375.00 09/30/2035 23,834,375.00 12/01/2035 15,585,000 5.000% 4,3 19,375.00 19,904,375.00 06/01/2036 3,929,750.00 3,929,750.00 09/30/2036 23,334,125.00 12/01/2036 16,385,000 5.000% 3,929,750.00 20,314,750.00 06/01/2037 3,520,125.00 3,520,125.00 09/30/2037 23,834,875.00 12/01/2037 17,225,000 5.000% 3,520,125.00 20,745,125.00 06/01/2038 3,039,500.00 3,089,500.00 09/30/2038 23,834,625.00 12/01/2038 18,110,000 5.000% 3,039,500.00 21,199,500.00 06/01/2039 2,636,750.00 2,636,750.00 : Morgan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 23 BOND DEBT SERVICE Miami Beach City Center RDA Series 2015 Tax-Exempt New Money Financing Period Annual Ending Principal Coupon Interest Debt Service Debt Service 09/30/2039 23,836,250.00 12/01/2039 19,040,000 5.000% 2,636,750.00 21,676,750.00 06/01/2040 2,160,750.00 2,160,750.00 09/30/2040 23,837,500.00 12/01/2040 20,01 5,000 5.000% 2,160,750.00 22,175,750.00 06/01/2041 1,660,3 75.00 1,660,3 75.00 09/30/2041 23,836,125.00 12/01/2041 21,040,000 5.000% 1,660,375.00 22,700,375.00 06/01/2042 1,134,375.00 1,134,375.00 09/30/2042 23,834,750.00 12/01/2042 22,120,000 5.000% 1,134,375.00 23,254,375.00 06/01/2043 581,375.00 581,375.00 09/30/2043 23,835,750.00 12/01/2043 23,255,000 5.000% 581,375.00 23,836,375.00 09/30/2044 23,836,375.00 309,935,000 306,458,331.25 616,393,331.25 616,393,331.25 • Morgan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 24 PROJECT FUND Miami Beach City Center RDA Series 2015 Tax-Exempt New Money Financing Project Fund(PROD Interest Scheduled Date Deposit @ 3.778706% Principal Draws Balance 12/10/2015 316,000,000 316,000,000 316,000,000 316,000,000 0 316,000,000 316,000,000 Arbitrage Yield: 3.7787060% • • Morn Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 25 NET DEBT SERVICE Miami Beach City Center RDA Series 2015 Tax-Exempt New Money Financing Period Total Debt Service Net Ending Principal Interest Debt Service Reserve Fund Debt Service 09/30/2016 7,360,956.25 7,360,956.25 103,380.84 7,257,575.41 09/30/2017 15,496,750.00 15,496,750.00 217;643.88 15,279,106.12 09/30/2018 15,496,750.00 15,496,750.00 217,643.88 15,279,106.12 09/30/2019 15,496,750.00 15,496,750.00 217,643.88 15,279,106.12 09/30/2020 15,496,750.00 15,496,750.00 217,643.88 15,279,106.12 09/30/2021 15,496,750.00 15,496,750.00 217,643.88 15,279,106.12 09/30/2022 15,496,750.00 15,496,750.00 217,643.88 15,279,106.12 09/30/2023 15,496,750.00 15,496,750.00 217,643.88 15,279,106.12 09/30/2024 8,555,000 15,282,875.00 23,837,875.00 217,643.88 23,620,231.12 09/30/2025 8,990,000 14,844,250.00 23,834,250.00 217,643.88 23,616,606.12 09/30/2026 9,455,000 14,383,125.00 23,838,125.00 217,643.88 23,620,481.12 09/30/2027 9,940,000 13,898,250.00 23,838,250.00 217,643.88 23,620,606.12 09/30/2028 10,445,000 13,388,625.00 23,833,625.00 217,643.88 23,615,981.12 09/30/2029 10,985,000 12,852,875.00 23,837,875.00 217,643.88 23,620,231.12 09/30/2030 11,545,000 12,289,625.00 23,834,625.00 217,643.88 23,616,981.12 09/30/2031 12,140,000 11,697,500.00 23,837,500.00 217,643.88 23,619,856.12 09/30/2032 12,760,000 11,075,000.00 23,835,000.00 217,643.88 23,617,356.12 09/30/2033 13,415,000 10,420,625.00 23,835,625.00 217,643.88 23,617,981.12 09/30/2034 14,105,000 9,732,625.00 23,837,625.00 217,643.88 23,619,981.12 09/30/2035 14,825,000 9,009,375.00 23,834,375.00 217,643.88 23,616,731.12 09/30/2036 15,585,000 8,249,125.00 23,834,125.00 217,643.88 23,616,481.12 09/30/2037 16,385,000 7,449,875.00 23,834,875.00 217,643.88 23,617,231.12 09/30/2038 17,225,000 6,609,625.00 23,834,625.00 217,643.88 23,616,981.12 09/30/2039 18,110,000 5,726,250.00 23,836,250.00 217,643.88 23,618,606.12 09/30/2040 19,040,000 4,797,500.00 23,837,500.00 217,643.88 23,619,856.12 09/30/2041 20,015,000 3,821,125.00 23,836,125.00 217,643.88 23,618,481.12 09/30/2042 21,040,000 2,794,750.00 23,834,750.00 217,643.88 23,617,106.12 09/30/2043 22,120,000 1,715,750.00 23,835,750.00 217,643.88 23,618,106.12 09/30/2044 23,255,000 581,375.00 23,836,375.00 21,873,210.12 1,963,164.88 309,935,000 306,458,331.25 616,393,331.25 27,852,975.72 588,540,355.53 I Morgan Stanley Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC EXHIBIT A Page 26 FORM 8038 STATISTICS Miami Beach City.Center RDA Series 2015 Tax-Exempt New Money Financing Dated Date 12/10/2015 Delivery Date 12/10/2015 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Serial Bonds(Tax-Exempt): 12/01/2023 8,555,000.00 5.000% 115.625 9,891,718.75 8,555,000.00 12/01/2024 8,990,000.00 5.000% 115.974 10,426,062.60 8,990,000.00 12/01/2025 9,455,000.00 5.000% 116.008 10,968,556.40 9,455,000.00 12/01/2026 9,940,000.00 5.000% 114.990 11,430,006.00 9,940,000.00 12/01/2027 10,445,000.00 5.000% 113.983 11,905,524.35 10,445,000.00 12/01/2028 10,985,000.00 5.000% 113.077 12,421,508.45 10,985,000.00 12/01/2029 11,545,000.00 5.000% 112.358 12,971,731.10 11,545,000.00 12/01/2030 12,140,000.00 5.000% 111.555 13,542,777.00 12,140,000.00 12/01/2031 12,760,000.00 5.000% 110.936 14,155,433.60 12,760,000.00 12/01/2032 13,415,000.00 5.000% 110.409 14,811,367.35 13,415,000.00 12/01/2033 14,105,000.00 5.000% 109.971 15,511,409.55 14,105,000.00 12/01/2034 14,825,000.00 5.000% 109.536 16,238,712.00 14,825,000.00 12/01/2035 15,585,000.00 5.000% 109.103 17,003,702.55 15,585,000.00 Term Bond 2040(Tax-Exempt): .12/01/2036 16,385,000.00 5.000% 107.476 17,609,942.60 16,385,000.00 12/01/2037 17,225,000.00 5.000% 107.476 18,512,741.00 17,225,000.00 12/01/2038 18,110,000.00. 5.000% 107.476 19,463,903.60 18,110,000.00 12/01/2039 19,040,000.00' 5.000% 107.476 20,463,430.40 19,040,000.00 12/01/2040 20,015,000.00 5.000% 107.476 21,511,321.40 20,015,000.00 Term Bond 2043(Tax-Exempt): 12/01/2041 21,040,000.00 5.000% 107.052 22,523,740.80 21,040,000.00 12/01/2042 22,120,000.00 5.000% 107.052 23,679,902.40 22,120,000.00 12/01/2043 23,255,000.00 5.000% 107.052 24,894,942.60 23,255,000.00 309,935,000.00 339,938,434.50 309,935,000.00 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 12/01/2043 5.000% 24,894,942.60 23,255,000.00 Entire Issue 339,938,434.50 309,935,000.00 19.6235 3.7787% Proceeds used for accrued interest 0.00 Proceeds used for bond issuance costs(including underwriters'discount) 2,169,545.00 Proceeds used for credit enhancement 0.00 Proceeds allocated to reasonably required reserve or replacement fund 21,764,388.18 Mora . antey EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 27 SOURCES AND USES OF FUNDS Miami Beach City Center RDA Series 2015 Tax-Exempt Current Refunding of Series 2005B Dated Date 12/10/2015 Delivery Date 12/10/2015 Sources: Bond Proceeds: Par Amount 14,580,000.00 Premium 1,590,916.95 16,170,916.95 Uses: Refunding Escrow Deposits: Cash Deposit 10.56 SLGS Purchases 15,447,805.00 1 5,447,815.56 Other Fund Deposits: Debt Service Reserve Fund 619,534.35 Delivery Date Expenses: Cost of Issuance 29,160.00 Underwriter's Discount 72,900.00 102,060.00 Other Uses of Funds: Additional Proceeds 1,507.04 16,170,916.95 Morgan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 28 SUMMARY OF REFUNDING RESULTS Miami Beach City Center RDA Series 2015 Tax-Exempt Current Refunding of Series 2005B Dated Date 12/10/2015 Delivery Date 12/10/2015 Arbitrage yield 3.778706% Escrow yield 0.000000% Value of Negative Arbitrage 49,716.27 Bond Par Amount 14,580,000.00 True Interest Cost 2.220156% Net Interest Cost 2.382819% Average Coupon 4.880975% Average Life 4.168 Par amount of refunded bonds 15,365,000.00 Average coupon of refunded bonds 4.821367% Average life of refunded bonds 4.169 PV of prior debt to 12/10/2015 @ 2.101781% 17,027,137.63 Net PV Savings 1,477,262.07 Percentage savings of refunded bonds 9.614462% Percentage savings of refunding bonds 10.132113% MorcanStar.téy. EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 29 SAVINGS Miami Beach City Center RDA Series 2015 Tax-Exempt Current Refunding of Series 2005B Present Value Prior Refunding to 12/10/2015 Date Debt Service Debt Service Savings @ 2.1017807% 09/30/2016 372,625.00 320,173.75 52,451.25 51,932.92 09/30/2017 2,583,125.00 2,456,900.00 126,225.00 123,518.68 09/30/2018 2,581,500.00 2,457,250.00 124,250.00 119,187.59 09/30/2019 2,580,000.00 2,455,750.00 124,250.00 116,750.79 09/30/2020 2,588,125.00 2,465,000.00 123,125.00 113,329.71 09/30/2021 2,592,250.00 2,468,750.00 123,500.00 111,243.09 l 09/30/2022 2,586,250.00 2,462,125.00 124,125.00 109,519.34 09/30/2023 2,588,125.00 2,460,000.00 128,125.00 110,738.56 18,472,000.00 17,545,948.75 926,051.25 856,220.68 Savings Summary PV of savings from cash flow 856,220.68 Plus:Refunding funds on hand 621,041.39 Net PV Savings 1,477,262.07 i I Morgan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 30 • BOND SUMMARY STATISTICS Miami Beach City Center RDA Series 2015 Tax-Exempt Current Refunding of Series 2005B Dated Date 12/10/2015 Delivery Date 12/10/2015 First Coupon 06/01/2016 Last Maturity 12/01/2022 Arbitrage Yield 3.778706% True Interest Cost(TIC) 2.220156% Net Interest Cost(NIC) 2.382819% All-In TIC 2.267716% Average Coupon 4.880975% Average Life(years) 4.168 Weighted Average Maturity(years) 4.246 Duration of Issue(years) 3.856 Par Amount 14,580,000.00 Bond Proceeds 16,170,916.95 Total Interest 2,965,948.75 Net Interest 1,447,931.80 Total Debt Service 17,545,948.75 Maximum Annual Debt Service 2,468,750.00 Average Annual Debt Service 2,515,548.21 Underwriter's Fees(per$1000) Average Takedown Other Fee 5.000000 Total Underwriter's Discount 5.000000 Bid Price 110.411639 Average Par Average Average Maturity PV of 1 bp Bond Component Value Price Coupon Life Date Duration change Serial Bonds(Tax-Exempt) 14,580,000.00 110.912 4.881% 4.168 02/09/2020 3.861 6,128.45 14,580,000.00 4.168 6,128.45 All-In Arbitrage TIC TIC Yield Par Value 14,580,000.00 14,580,000.00 14,580,000.00 +Accrued Interest +Premium(Discount) 1,590,916.95 1,590,916.95 1,590,916.95 -Underwriter's Discount (72,900.00) (72,900.00) -Cost of Issuance Expense (29,160.00) -Other Amounts Target Value 16,098,016.95 16,068,856.95 16,170,916.95 Target Date 12/10/2015 12/10/2015 12/10/2015 Yield 2.220156% 2.267716% 3.778706% t or n tat .tey EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 31 BOND PRICING Miami Beach City Center RDA Series 2015 Tax-Exempt Current Refunding of Series 2005B Maturity Premium Bond Component Date Amount Rate Yield Price (-Discount) Serial Bonds(Tax-Exempt): 12/01/2016 1,810,000 3.000% 0.820% 102.112 38,227.20 12/01/2017 1,875,000 4.000% 1.240% 105.368 100,650.00 12/01/2018 1,960,000 5.000% 1.560% 109.961 195,235.60 12/01/2019 2,070,000 5.000% 1.820% 112.140 251,298.00 12/01/2020 2,180,000 5.000% 2.090% 113.681 298,245.80 12/01/2021 2,285,000 5.000% 2.340% 114.751 337,060.35 12/01/2022 2,400,000 5.000% 2.570% 115.425 370,200.00 14,580,000 1,590,916.95 Dated Date 12/10/2015 Delivery Date 12/10/2015 First Coupon 06/01/2016 Par Amount 14,580,000.00 Premium 1,590,916.95 Production 16,170,916.95 110.911639% Underwriter's Discount (72,900.00) (0.500000%) Purchase Price 16,098,016.95 110.411639% Accrued Interest Net Proceeds 16,098,016.95 I Morgan n[ey EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 32 BOND DEBT SERVICE Miami Beach City Center RDA Series 2015 Tax-Exempt Current Refunding of Series 2005B Dated Date 12/10/2015 Delivery Date 12/10/2015 Period Annual Ending Principal Coupon Interest Debt Service Debt Service 06/01/2016 320,173.75 320,173.75 09/30/2016 320,173.75 12/01/2016 1,810,000 3.000% 337,025.00 2,147,025.00 06/01/2017 309,875.00 309,875.00 09/30/2017 2,456,900.00 12/01/2017 1,875,000 4.000% 309,875.00 2,184,875.00 06/01/2018 272,375.00 272,375.00 09/30/2018 2,457,250.00 12/01/2018 1,960,000 5.000% 272,375.00 2,232,375.00 06/01/2019 223,375.00 223,375.00 09/30/2019 2,455,750.00 12/01/2019 2,070,000 5.000% 223,375.00 2,293,375.00 06/01/2020 171,625.00 171,625.00 09/30/2020 2,465,000.00 12/01/2020 2,180,000 5.000% 171,625.00 2,351,625.00 06/01/2021 117,125.00 117,125.00 09/30/2021 2,468,750.00 12/01/2021 2,285,000 5.000% 117,125.00 2,402,125.00 06/01/2022 60,000.00 60,000.00 09/30/2022 2,462,125.00 12/01/2022 2,400,000 5.000% 60,000.00 2,460,000.00 09/30/2023 2,460,000.00 14,580,000 2,965,948.75 17,545,948.75 17,545,948.75 I i 1 Morgan EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 33 NET DEBT SERVICE Miami Beach City Center RDA Series 2015 Tax-Exempt Current Refunding of Series 2005B Period Total General Debt Service Net Ending Principal Interest Debt Service Fund Reserve Fund Debt Service 09/30/2016 320,173.75 320,173.75 2,942.79 317,230.96 09/30/2017 1,810,000 646,900.00 2,456,900.00 6,195.34 2,450,704.66 09/30/2018 1,875,000 582,250.00 2,457,250.00 6,195.34 2,451,054.66 09/30/2019 1,960,000 495,750.00 2,455,750.00 6,195.34 2,449,554.66 • 09/30/2020 2,070,000 395,000.00 2,465,000.00 6,195.34 2,458,804.66 09/30/2021 2,180,000 288,750.00 2,468,750.00 6,195.34 2,462,554.66 09/30/2022 2,285,000 177,125.00 2,462,125.00 6,195.34 2,455,929.66 09/30/2023 2,400,000 60,000.00 2,460,000.00 (3,097.67) 6,195.34 2,456,902.33 09/30/2024 (6,195.34) 6,195.34 09/30/2025 (6,195.34) 6,195.34 09/30/2026 (6,195.34) 6,195.34 09/30/2027 (6,195.34) 6,195.34 09/30/2028 (6,195.34) 6,195.34 09/30/2029 (6,195.34) 6,195.34 09/30/2030 (6,195.34) 6,195.34 09/30/2031 (6,195.34) 6,195.34 09/30/2032 (6,195.34) 6,195.34 09/30/2033 (6,195.34) 6,195.34 09/30/2034 (6,195.34) 6,195.34 09/30/2035 (6,195.34) 6,195.34 09/30/2036 (6,195.34) 6,195.34 09/30/2037 (6,195.34) 6,195.34 09/30/2038 (6,195.34) 6,195.34 09/30/2039 (6,195.34) 6,195.34 09/30/2040 (6,195.34) 6,195.34 09/30/2041 (6,195.34) 6,195.34 09/30/2042 (6,195.34) 6,195.34 09/30/2043 (6,195.34) 6,195.34 09/30/2044 127,004.47 622,632.02 (749,636.49) 14,580,000 2,965,948.75 17,545,948.75 0.00 792,848.99 16,753,099.76 1 I I 1 Morgan Stantey EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 34 SUMMARY OF BONDS REFUNDED Miami Beach City Center RDA Series 2015 Tax-Exempt Current Refunding of Series 2005B Maturity Interest Par Call Call Bond Date Rate Amount Date Price 1 Series 2005B(Exempt),2005B_TE: BOND 12/01/2016 5.000% 1,885,000.00 01/11/2016 100.000 12/01/2017 5.000% 1,980,000.00 01/11/2016 100.000 12/01/2018 5.000% 2,080,000.00 01/11/2016 100.000 12/01/2019 5.000% 2,195,000.00 01/11/2016 100.000 12/01/2020 4.000% 2,300,000.00 01/11/2016 100.000 12/01/2021 5.000% 2,400,000.00 01/11/2016 100.000 12/01/2022 5.000% 2,525,000.00 01/11/2016 100.000 15,3 65,000.00 i Morgan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 35 PRIOR BOND DEBT SERVICE Miami Beach City Center RDA Series 2015 Tax-Exempt Current Refunding of Series 2005B Annual Period Debt Debt Ending Principal Coupon Interest Service Service 06/01/2016 372,625 372,625 09/30/2016 372,625 12/01/2016 1,885,000 5.000% 372,625 2,257,625 06/01/2017 325,500 325,500 09/30/2017 2,583,125 1 12/01/2017 1,980,000 5.000% 325,500 2,305,500 06/01/2018 276,000 276,000 09/30/2018 2,581,500 12/01/2018 2,080,000 5.000% 276,000 2,356,000 06/01/2019 224,000 224,000 09/30/2019 2,580,000 12/01/2019 2,195,000 5.000% 224,000 2,419,000 06/01/2020 169,125 169,125 09/30/2020 2,588,125 12/01/2020 2,300,000 4.000% 169,125 2,469,125 06/01/2021 123,125 123,125 09/30/2021 2,592,250 12/01/2021 2,400,000 5.000% 123,125 2,523,125 06/01/2022 63,125 63,125 09/30/2022 2,586,250 12/01/2022 2,525,000 5.000% 63,125 2,588,125 09/30/2023 2,588,125 15,365,000 3,107,000 18,472,000 18,472,000 Morgan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 36 ESCROW REQUIREMENTS Miami Beach City Center RDA Series 2015 Tax-Exempt Current Refunding of Series 2005B Period Principal Ending Interest Redeemed Total 01/11/2016 82,805.56 15,365,000.00 15,447,805.56 82,805.56 15,365,000.00 15,447,805.56 Morgan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 37 ESCROW DESCRIPTIONS DETAIL Miami Beach City Center RDA Series 2015 Tax-Exempt Current Refunding of Series 2005B Type of Type of Maturity First Int Par Max Security SLGS Date Pmt Date Amount Rate Rate Global Proceeds Escrow,Dec 10,2015: SLGS Certificate 01/11/2016 01/11/2016 15,447,805 0.000% 15,447,805 SLGS Summary SLGS Rates File 05OCT15 Total Certificates of Indebtedness 15,447,805.00 Morgan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 38 ESCROW COST DETAIL Miami Beach City Center RDA Series 2015 Tax-Exempt Current Refunding of Series 2005B Type of Maturity Par Total Security Date Amount Rate Cost Global Proceeds Escrow: SLGS 01/11/2016 15,447,805 15,447,805.00 15,447,805 15,447,805.00 Purchase Cost of Cash Total Date Securities Deposit Escrow Cost Global Proceeds Escrow: 12/10/2015 15,447,8 05 10.56 15,447,815.56 15,447,805 10.56 15,447,815.56 Morgan ntey EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 39 ESCROW CASH FLOW Miami Beach City Center RDA Series 2015 Tax-Exempt Current Refunding of Series 2005B Present Value Net Escrow to 12/10/2015 Date Principal Receipts @ 0.0000000% 01/11/2016 15,447,8 05.00 15,447,8 05.00 15,447,8 05.00 15,447,805.00 15,447,805.00 15,447,805.00 Escrow Cost Summary Purchase date 12/10/2015 Purchase cost of securities 15,447,805.00 Target for yield calculation 15,447,805.00 • Morgan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 40 ESCROW SUFFICIENCY Miami Beach City Center RDA Series 2015 Tax-Exempt Current Refunding of Series 2005B Escrow Net Escrow Excess Excess Date Requirement Receipts Receipts Balance 12/10/2015 10.56 10.56 10.56 01/11/2016 15,447,805.56 15,447,805.00 (0.56) 10.00 15,447,805.56 15,447,815.56 10.00 Morgan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 41 ESCROW STATISTICS Miami Beach City Center RDA Series 2015 Tax-Exempt Current Refunding of Series 2005B Modified Yield to Yield to Perfect Value of Total Duration PV of 1 bp Receipt Disbursement Escrow Negative Cost of Escrow Cost (years) change Date Date Cost Arbitrage Dead Time Global Proceeds Escrow: 15,447,815.56 0.086 133.02 15,393,099.26 49,716.27 0.03 15,447,815.56 133.02 15,398,099.26 49,716.27 0.03 Delivery date 12/I0/2015 Arbitrage yield 3.778706% Composite Modified Duration 0.086 • Morgan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 42 FORM 8038 STATISTICS Miami Beach City Center RDA Series 2015 Tax-Exempt Current Refunding of Series 2005B Dated Date 12/10/2015 Delivery Date 12/10/2015 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Serial Bonds(Tax-Exempt): 12/01/2016 1,810,000.00 3.000% 102.112 1,848,227.20 1,810,000.00 12/01/2017 1,875,000.00 4.000% 105.368 1,975,650.00 1,875,000.00 12/01/2018 1,960,000.00 5.000% 109.961 2,155,235.60 1,960,000.00 12/01/2019 2,070,000.00 5.000% 112.140 2,321,298.00 2,070,000.00 12/01/2020 2,180,000.00 5.000% 113.681 2,478,245.80 2,180,000.00 12/01/2021 2,285,000.00 5.000% 114.751 2,622,060.35 2,285,000.00 12/01/2022 2,400,000.00 5.000% 115.425 2,770,200.00 2,400,000.00 14,580,000.00 16,170,916.95 14,580,000.00 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 12/01/2022 5.000% 2,770,200.00 2,400,000.00 Entire Issue 16,170,916.95 14,580,000.00 4.2460 3.7787% Proceeds used for accrued interest 0.00 Proceeds used for bond issuance costs(including underwriters'discount) 102,060.00 Proceeds used for credit enhancement 0.00 Proceeds allocated to reasonably required reserve or replacement fund 619,534.35 Proceeds used to currently refund prior issues 15,447,815.56 Proceeds used to advance refund prior issues 0.00 Remaining weighted average maturity of the bonds to be currently refunded 4.1474 Remaining weighted average maturity of the bonds to be advance refunded 0.0000 Morgan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 43 FORM 8038 STATISTICS Miami Beach City Center RDA Series 2015 Tax-Exempt Current Refunding of Series 2005B Refunded Bonds Bond Component Date Principal Coupon Price Issue Price Series 2005B(Exempt): BOND 12/01/2016 1,885,000.00 5.000% 109.436 2,062,868.60 BOND 12/01/2017 1,980,000.00 5.000% 108,733 2,152,913.40 BOND 12/01/2018 2,080,000.00 5.000% 108.297 2,252,577.60 BOND 12/01/2019 2,195,000.00 5.000% 108.123 2,373,299.85 BOND 12/01/2020 2,300,000.00 4.000% 97.765 2,248,595.00 BOND 12/01/2021 2,400,000.00 5.000% 107.775 2,586,600.00 BOND 12/01/2022 2,525,000.00 5.000% 107.602 2,716,950.50 15,365,000.00 16,393,804.95 Remaining Last Weighted Call Issue Average Date Date Maturity Series 2005B(Exempt) 01/11/2016 09/22/2005 4.1474 All Refunded Issues 01/11/2016 4.1474 • Morgan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 44 SOURCES AND USES OF FUNDS Miami Beach City Center RDA Series 2015 Taxable Refunding of Series 1998A and 2005A Dated Date 12/10/2015 Delivery Date 12/10/2015 Sources: Bond Proceeds: Par Amount 37,305,000.00 37,305,000.00 Uses: Refunding Escrow Deposits: Cash Deposit 10.23 SLGS Purchases 35,580,215.00 35,580,225.23 Other Fund Deposits: Debt Service Reserve Fund 1,460,257.72 Delivery Date Expenses: Cost of Issuance 74,610.00 Underwriter's Discount 186,525.00 261,135.00 Other Uses of Funds: Additional Proceeds 3,382.05 37,305,000.00 Morgan Stan tey EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 45 SUMMARY OF REFUNDING RESULTS Miami Beach City-Center RDA Series 2015 Taxable Refunding of Series 1998A and 2005A Dated Date 12/10/2015 Delivery Date 12/10/2015 Arbitrage yield 2.652267% Escrow yield 0.867761% Value of Negative Arbitrage 519,365.43 Bond Par Amount 37,305,000.00 True Interest Cost 2.783999% Net Interest Cost 2.786764% Average Coupon 2.664104% Average Life 4.076 Par amount of refunded bonds 33,990,000.00 Average coupon of refunded bonds 5.453966% Average life of refunded bonds 4.207 PV of prior debt to 12/10/2015 @ 2.836951% 37,503,087.94 Net PV Savings 1,922,862.71 Percentage savings of refunded bonds 5.657142% Percentage savings of refunding bonds 5.154437% • Morgan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 46 SAVINGS Miami Beach City Center RDA Series 2015 Taxable Refunding of Series 1998A and 2005A Present Value Prior Refunding to 12/10/2015 Date Debt Service Debt Service Savings @ 2.8369515% 09/30/2016 940,450.00 416,171.92 524,278.08 517,309.53 09/30/2017 5,817,198.75 5,826,081.93 (8,883.18) (14,408.57) 09/30/2018 5,821,879.75 5,826,620.36 (4,740.61) (9,002.15) 09/30/2019 5,829,722.50 5,836,144.26 (6,421.76) (9,276.14) 09/30/2020 5,829,939.00 5,836,892.13 (6,953.13) (8,542.25) 09/30/2021 5,851,493.00 5,856,912.25 (5,419.25) (6,091.60) 09/30/2022 5,865,698.50 5,869,980.50 (4,282.00) (4,293.83) 09/30/2023 5,879,553.00 5,887,430.25 (7,877.25) (6,472.04) 41,835,934.50 41,356,233.60 479,700.90 459,222.94 Savings Summary PV of savings from cash flow 459,222.94 Plus:Refunding funds on hand 1,463,639.77 Net PV Savings 1,922,862.71 Morgan Stanley • EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 47 BOND SUMMARY STATISTICS Miami Beach City Center RDA Series 2015 Taxable Refunding of Series 1998A and 2005A Dated Date 12/10/2015 Delivery Date 12/10/2015 First Coupon 06/01/2016 Last Maturity 12/01/2022 Arbitrage Yield 2.652267% True Interest Cost(TIC) 2.783999% Net Interest Cost(NIC) 2.786764% All-In TIC 2.836951% Average Coupon 2.664104% Average Life(years) 4.076 Weighted Average Maturity(years) 4.076 Duration of Issue(years) 3.854 Par Amount 37,305,000.00 Bond Proceeds 37,305,000.00 Total Interest 4,051,233.60 Net Interest 4,237,758.60 Total Debt Service 41,356,233.60 Maximum Annual Debt Service 5,887,430.25 Average Annual Debt Service 5,929,209.12 Underwriter's Fees(per$1000) Average Takedown Other Fee 5.000000 Total Underwriter's Discount 5.000000 Bid Price 99.500000 Average Par Average Average Maturity PV of 1 bp Bond Component Value Price Coupon Life Date Duration change Serial Bonds(Taxable) 37,305,000.00 100.000 2.664% 4.076 01/06/2020 3.859 13,974.05 37,305,000.00 4.076 13,974.05 All-In Arbitrage TIC TIC Yield Par Value 37,305,000.00 37,305,000.00 37,305,000.00 +Accrued Interest +Premium(Discount) -Underwriter's Discount (186,525.00) (186,525.00) -Cost of Issuance Expense (74,610.00) -Other Amounts Target Value 37,118,475.00 37,043,865.00 37,305,000.00 Target Date 12/10/2015 12/10/2015 12/10/2015 Yield 2.783999% 2.836951% 2.652267% Morgan Stan tey EXHIBIT A Oct 13,2015 -3:21 pm Prepared by Morgan Stanley/ALC Page 48 BOND PRICING Miami Beach City Center RDA Series 2015 Taxable Refunding of Series 1998A and 2005A Maturity Bond Component Date Amount Rate Yield Price Serial Bonds(Taxable): 12/01/2016 4,985,000 1.407% 1.407% 100.000 12/01/2017 5,060,000 1.557% 1.557% 100.000 12/01/2018 5,160,000 1.980% 1.980% 100.000 12/01/2019 5,275,000 2.395% 2.395% 100.000 12/01/2020 5,430,000 2.645% 2.645% 100.000 12/01/2021 5,600,000 3.040% 3.040% 100.000 12/01/2022 5,795,000 3.190% 3.190% 100.000 37,305,000 • Dated Date 12/10/2015 Delivery Date 12/10/2015 First Coupon 06/01/2016 Par Amount 37,305,000.00 Original Issue Discount Production 37,305,000.00 100.000000% Underwriter's Discount (186,525.00) (0.500000%) Purchase Price 37,118,475.00 99.500000% Accrued Interest Net Proceeds 37,118,475.00 . i Morgan antey EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 49 BOND DEBT SERVICE Miami Beach City Center RDA Series 2015 Taxable Refunding of Series 1998A and 2005A Dated Date 12/10/2015 Delivery Date 12/10/2015 Period Annual Ending Principal Coupon Interest Debt Service Debt Service 06/01/2016 416,171.92 416,171.92 09/30/2016 416,171.92 12/01/2016 4,985,000 1.407% 438,075.70 5,423,075.70 06/01/2017 403,006.23 403,006.23 09/30/2017 5,826,081.93 12/01/2017 5,060,000 1.557% 403,006.23 5,463,006.23 06/01/2018 363,614.13 363,614.13 09/30/2018 5,826,620.36 12/01/2018 5,160,000 1.980% 363,614.13 5,523,614.13 06/01/2019 312,530.13 312,530.13 09/30/2019 5,836,144.26 12/01/2019 5,275,000 2.395% 312,530.13 5,587,530.13 06/01/2020 249,362.00 249,362.00 09/30/2020 5,836,892.13 12/01/2020 5,430,000 2.645% 249,362.00 5,679,362.00 06/01/2021 177,550.25 177,550.25 09/30/2021 5,856,912.25 12/01/2021 5,600,000 3.040% 177,550.25 5,777,550.25 06/01/2022 92,430.25 92,430.25 09/30/2022 5,869,980.50 12/01/2022 5,795,000 3.190% 92,430.25 5,887,430.25 09/30/2023 5,887,430.25 37,305,000 4,051,233.60 41,356,233.60 41,356,233.60 Morgan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 50 NET DEBT SERVICE Miami Beach City Center RDA Series 2015 Taxable Refunding of Series 1998A and 2005A Period Total General Debt Service Net Ending Principal Interest Debt Service Fund Reserve Fund Debt Service 09/30/2016 416,171.92 416,171.92 6,936.22 409,235.70 09/30/2017 4,985,000 841,081.93 5,826,081.93 14,602.58 5,811,479.35 09/30/2018 5,060,000 766,620.36 5,826,620.36 14,602.58 5,812,017.78 09/30/2019 5,160,000 676,144.26 5,836,144.26 14,602.58 5,821,541.68 09/30/2020 5,275,000 561,892.13 5,836,892.13 14,602.58 5,822,289.55 09/30/2021 5,430,000 426,912.25 5,856,912.25 14,602.58 5,842,309.67 09/30/2022 5,600,000 269,980.50 5,869,980.50 14,602.58 5,855,377.92 09/30/2023 5,795,000 92,430.25 5,887,430.25 (7,301.29) 14,602.58 5,880,128.96 09/30/2024 (14,602.58) 14,602.58 09/30/2025 (14,602.58) 14,602.58 09/30/2026 (14,602.58) 14,602.58 09/30/2027 (14,602.58) 14,602.58 09/30/2028 (14,602.58) 14,602.58 09/30/2029 (14,602.58) 14,602.58 09/30/2030 (14,602.58) 14,602.58 09/30/2031 (14,602.58) 14,602.58 09/30/2032 (14,602.58) 14,602.58 09/30/2033 (14,602.58) 14,602.58 09/30/2034 (14,602.58) 14,602.58 09/30/2035 (14,602.58) 14,602.58 09/30/2036 (14,602.58) 14,602.58 09/30/2037 (14,602.58) 14,602.58 09/30/2038 (14,602.58) 14,602.58 09/30/2039 (14,602.58) 14,602.58 09/30/2040 (14,602.58) 14,602.58 09/30/2041 (14,602.58) 14,602.58 09/30/2042 (14,602.58) 14,602.58 09/30/2043 (14,602.58) 14,602.58 09/30/2044 299,352.89 1,467,559.01 (1,766,911.90) 37,305,000 4,051,233.60 41,356,233.60 0.00 1,868,764.89 39,487,468.71 Morgan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 51 SUMMARY OF BONDS REFUNDED Miami Beach City Center RDA Series 2015 Taxable Refunding of Series 1998A and 2005A Maturity Interest Par Call Call Bond Date Rate Amount Date Price Series 1998(Taxable), 1998_TX: BOND 12/01/2016 6.680% 1,585,000.00 12/01/2017 6.680% 1,695,000.00 12/01/2018 6.680% 1,820,000.00 12/01/2019 6.680% 1,940,000.00 12/01/2020 6.680% 1,480,000.00 8,520,000.00 Series 2005A(Taxable),2005A TX: BOND 12/01/2016 4.930% 2,465,000.00 01/11/2016 100.000 12/01/2017 5.010% 2,595,000.00 01/11/2016 100.000 12/01/2018 5.110% 2,730,000.00 01/11/2016 100.000 12/01/2019 5.170% 2,880,000.00 01/11/2016 100.000 12/01/2020 5.200% 3,645,000.00 01/11/2016 100.000 TERM 12/01/2021 5.220% 5,425,000.00 01/11/2016 100.000 12/01/2022 5.220% 5,730,000.00 01/11/2016 100.000 25,470,000.00 33,990,000.00 Morgan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 52 PRIOR BOND DEBT SERVICE Miami Beach City Center RDA Series 2015 Taxable Refunding of Series 1998A and 2005A Period Annual Ending Principal Coupon Interest Debt Service Debt Service 06/01/2016 940,450.00 940,450.00 09/30/2016 940,450.00 12/01/2016 4,050,000 ** % 940,450.00 4,990,450.00 06/01/2017 826,748.75 826,748.75 09/30/2017 5,817,198.75 12/01/2017 4,290,000 ** % 826,748.75 5,116,748.75 06/01/2018 705,131.00 705,131.00 09/30/2018 5,821,8 79.75 12/01/2018 4,550,000 ** % 705,131.00 5,255,131.00 06/01/2019 574,591.50 574,591.50 09/30/2019 5,829,722.50 12/01/2019 4,820,000 ** % 574,591.50 5,394,591.50 06/01/2020 435,347.50 435,347.50 09/30/2020 5,829,939.00 12/01/2020 5,125,000 ** % 435,347.50 5,560,347.50 06/01/2021 291,145.50 291,145.50 09/30/2021 5,851,493.00 12/01/2021 5,425,000 5.220% 291,145.50 5,716,145.50 06/01/2022 149,553.00 149,553.00 09/30/2022 5,865,698.50 12/01/2022 5,730,000 5.220% 149,553.00 5,879,553.00 09/30/2023 5,879,553.00 33,990,000 7,845,934.50 41,835,934.50 41,835,934.50 Morgan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 53 ESCROW REQUIREMENTS Miami Beach City Center RDA Series 2015 Taxable Refunding of Series 1998A and 2005A Period Principal Ending Principal Interest Redeemed Total 01/11/2016 145,751.56 25,470,000.00 25,615,751.56 06/01/2016 284,568.00 284,568.00 12/01/2016 1,585,000.00 284,568.00 1,869,568.00 06/01/2017 231,629.00 231,629.00 12/01/2017 1,695,000.00 231,629.00 1,926,629.00 06/01/2018 175,016.00 175,016.00 12/01/2018 1,820,000.00 175,016.00 1,995,016.00 06/01/2019 114,228.00 114,228.00 12/01/2019 1,940,000.00 114,228.00 2,054,228.00 06/01/2020 49,432.00 49,432.00 12/01/2020 1,480,000.00 49,432.00 1,529,432.00 8,520,000.00 1,855,497.56 25,470,000.00 35,845,497.56 Morgan tantey EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 54 ESCROW DESCRIPTIONS DETAIL Miami Beach City Center RDA Series 2015 Taxable Refunding of Series 1998A and 2005A Type of Type of Maturity First Int Par Max Security SLGS Date Pmt Date Amount Rate Rate Global Proceeds Escrow,Dec 10,2015: SLGS Certificate 01/11/2016 01/11/2016 25,615,752 SLGS Certificate 06/01/2016 06/01/2016 250,682 0.030% 0.030% SLGS Certificate 12/01/2016 12/01/2016 1,830,217 0.210% 0.210% SLGS Note 06/01/2017 06/01/2016 196,028 0.390% 0.390% SLGS Note 12/01/2017 06/01/2016 1,891,410 0.560% 0.560% SLGS Note 06/01/2018 06/01/2016 145,092 0.710% 0.710% SLGS Note 12/01/2018 06/01/2016 1,965,608 0.830% 0.830% SLGS Note 06/01/2019 06/01/2016 92,977 0.950% 0.950% SLGS Note 12/01/2019 06/01/2016 2,033,419 1.060% 1.060% SLGS Note 06/01/2020 06/01/2016 39,400 1.170% 1.170% SLGS Note 12/01/2020 06/01/2016 1,519,630 1.290% 1.290% 35,580,215 SLGS Summary SLGS Rates File 05OCT15 Total Certificates of Indebtedness 27,696,651.00 Total Notes 7,883,564.00 Total original SLGS 35,580,215.00 • Morgan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 55 ESCROW COST DETAIL Miami Beach City Center RDA Series 2015 Taxable Refunding of Series 1998A and 2005A Type of Maturity Par Total Security Date Amount Rate Cost Global Proceeds Escrow: SLGS 01/11/2016 25,615,752 25,615,752.00 SLGS 06/01/2016 250,682 0.030% 250,682.00 SLGS 12/01/2016 1,830,217 0.210% 1,830,217.00 SLGS 06/01/2017 196,028 0.390% 196,028.00 SLGS 12/01/2017 1,891,410 0.560% 1,891,410.00 SLGS 06/01/2018 145,092 0.710% 145,092.00 SLGS 12/01/2018 1,965,608 0.830% 1,965,608.00 SLGS 06/01/2019 92,977 0.950% 92,977.00 .00 SLGS 12/01/2019 2,033,419 1.060% 2,033,419.00 SLGS 06/01/2020 39,400 1.170% 39,400.00 SLGS 12/01/2020 1,519,630 1.290% 1,519,630.00 35,580,215 35,580,215.00 Purchase Cost of Cash Total Date Securities Deposit Escrow Cost Yield Global Proceeds Escrow: 12/10/2015 35,580,215 10.23 35,580,225.23 0.867761% 35,580,215 10.23 35,580,225.23 Morgan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 56 ESCROW CASH FLOW Miami Beach City Center RDA Series 2015 Taxable Refunding of Series 1998A and 2005A Present Value Net Escrow to 12/10/2015 Date Principal Interest Receipts @ 0.8677606% 01/11/2016 25,615,752.00 25,615,752.00 25,596,659.45 06/01/2016 250,682.00 33,886.28 284,568.28 283,400.27 12/01/2016 1,830,217.00 39,350.35 1,869,567.35 1,853,850.22 06/01/2017 196,028.00 35,601.41 231,629.41 228,689.90 12/01/2017 1,891,410.00 35,219.16 1,926,629.16 1,893,961.61 06/01/2018 145,092.00 29,923.21 175,015.21 171,304.43 12/01/2018 1,965,608.00 29,408.13 1,995,016.13 1,944,280.72 06/01/2019 92,977.00 21,250.86 114,227.86 110,842.00 12/01/2019 2,033,419.00 20,809.22 2,054,228.22 1,984,726.94 06/01/2020 39,400.00 10,032.10 49,432.10 47,553.33 12/01/2020 1,519,630.00 9,801.61 1,529,431.61 1,464,946.12 35,580,215.00 265,282.33 35,845,497.33 35,580,215.00 Escrow Cost Summary Purchase date 12/10/2015 Purchase cost of securities 35,580,215.00 Target for yield calculation 35,580,215.00 Morgan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 57 ESCROW SUFFICIENCY Miami Beach City Center RDA Series 2015 Taxable Refunding of Series 1998A and 2005A Escrow Net Escrow Excess Excess Date Requirement Receipts Receipts Balance 12/10/2015 10.23 10.23 10.23 01/11/2016 25,615,751.56 25,615,752.00 0.44 10.67 06/01/2016 284,568.00 284,568.28 0.28 10.95 12/01/2016 1,869,568.00 1,869,567.35 (0.65) 10.30 06/01/2017 231,629.00 231,629.41 0.41 10.71 12/01/2017 1,926,629.00 1,926,629.16 0.16 10.87 06/01/2018 175,016.00 175,015.21 (0.79) 10.08 12/01/2018 1,995,016.00 1,995,016.13 0.13 10.21 06/01/2019 114,228.00 114,227.86 (0.14) 10.07 12/01/2019 2,054,228.00 2,054,228.22 0.22 10.29 06/01/2020 49,432.00 49,432.10 0.10 10.39 12/01/2020 1,529,432.00 1,529,431.61 (0.39) 10.00 35,845,497.56 35,845,507.56 10.00 1 Morgan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 58 ESCROW STATISTICS Miami Beach City Center RDA Series 2015 Taxable Refunding of Series 1998A and 2005A Modified Yield to Yield to Perfect Value of Total Duration PV of 1 bp Receipt Disbursement Escrow Negative Cost of Escrow Cost (years) change Date Date Cost Arbitrage Dead Time Global Proceeds Escrow: 35,580,225.23 0.845 3,007.16 0.867761% 0.867759% 35,060,858.52 519,365.43 1.28 35,580,225.23 3,007.16 35,060,858.52 519,365.43 1.28 Delivery date 12/10/2015 Arbitrage yield 2.652267% Composite Modified Duration 0.845 Morgan statitey EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 59 FORM 8038 STATISTICS Miami Beach City Center RDA Series 2015 Taxable Refunding of Series 1998A and 2005A Dated Date 12/10/2015 Delivery Date 12/10/2015 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Serial Bonds(Taxable): 12/01/2016 4,985,000.00 1.407% 100.000 4,985,000.00 4,985,000.00 12/01/2017 5,060,000.00 1.557% 100.000 5,060,000.00 5,060,000.00 12/01/2018 5,160,000.00 1.980% 100.000 5,160,000.00 5,160,000.00 12/01/2019 5,275,000.00 2.395% 100.000 5,275,000.00 5,275,000.00 12/01/2020 5,430,000.00 2.645% 100.000 5,430,000.00 5,430,000.00 12/01/2021 5,600,000.00 3.040% 100.000 5,600,000.00 5,600,000.00 12/01/2022 5,795,000.00 3.190% 100.000 5,795,000.00 5,795,000.00 37,305,000.00 37,305,000.00 37,305,000.00 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 12/01/2022 3.190% 5,795,000.00 5,795,000.00 Entire Issue 37,305,000.00 37,305,000.00 4.0763 2.6523% Proceeds used for accrued interest - 0.00 Proceeds used for bond issuance costs(including underwriters'discount) 261,135.00 Proceeds used for credit enhancement 0.00 Proceeds allocated to reasonably required reserve or replacement fund 1,460,257.72 Proceeds used to currently refund prior issues 0.00 Proceeds used to advance refund prior issues 35,580,225.23 Remaining weighted average maturity of the bonds to be currently refunded 4.6177 Remaining weighted average maturity of the bonds to be advance refunded 2.9791 Morgan Stanley EXHIBIT A Oct 13,2015 3:21 pm Prepared by Morgan Stanley/ALC Page 60 FORM 8038 STATISTICS Miami Beach City Center RDA Series 2015 Taxable Refunding of Series 1998A and 2005A Refunded Bonds Bond Component Date Principal Coupon Price Issue Price Series 1998(Taxable): BOND 12/01/2016 1,585,000.00 6.680% 100.000 1,585,000.00 BOND 12/01/2017 1,695,000.00 6.680% 100.000 1,695,000.00 BOND 12/01/2018 1,820,000.00 6.680% 100.000 1,820,000.00 BOND 12/01/2019 1,940,000.00 6.680% 100.000 1,940,000.00 BOND 12/01/2020 1,480,000.00 6.680% 100.000 1,480,000.00 8,520,000.00 8,520,000.00 Series 2005A(Taxable): BOND 12/01/2016 2,465,000.00 4.930% 100.000 2,465,000.00 BOND 12/01/2017 2,595,000.00 5.010% 100.000 2,595,000.00 BOND 12/01/2018 2,730,000.00 5.110% 100.000 2,730,000.00 BOND 12/01/2019 2,880,000.00 5.170% 100.000 2,880,000.00 BOND 12/01/2020 3,645,000.00 5.200% 100.000 3,645,000.00 TERM 12/01/2021 5,425,000.00 5.220% 100.000 5,425,000.00 TERM 12/01/2022 5,730,000.00 5.220%. 100.000 5,730,000.00 25,470,000.00 25,470,000.00 33,990,000.00 33,990,000.00 Remaining, Last Weighted Call Issue Average, Date Date Maturity Series 1998(Taxable) 07/01/1998 2.9791 Series 2005A(Taxable) 01/11/2016 09/22/2005 4.6177 All Refunded Issues 01/11/2016 4.2070 Morgan Stanley II W r n W W M N m A O rn N O m O ^r O M^ W P M n M N LL d m rn P W P r a OO m P W MA M N W,W Pn W OPWM WOrnMM,- m0 m E M P m W P M P W O r r Pm nMMWmaN W mWMW MWOMU)W OQ y N O rn^N O O W u)m W N P OMOrOWN MWPaO Wu)nOPrn E.26-2 C W a�rn M P N r^^ M^M O P P O u7 r rn O^P m W (0,-.-.-0,_ Jr.. P ) rn^P n N W O N W N rn m a N^ O O N W M N P m P P K ^M P u')n m rn.-N M W W W a^M W m^ P O M r ^u)a P rn ^ ^^^�-'.-N N N N M M P P P )f)u)N W W r Q m N N rn N u)O W. P N m M m W W m O O P W M u)u) n W 0 a 0)0) Z m.-°,:71i. 33.;m N N S. P W r O m m u)W M M O a m W P W r M^O O) P^ N m)O �-r MM MOarM mPMPP MMmPOn T O P r W a 0 0 P n. O W P O N O M m O M .- O N.- m u)N N O •C C W a^O r 0 W a N m N N P M n n M W W .-•N W P.- N a _� N W M P O m W M O .-r N rMaW P N.-' ^^NPn 0,..M.- A [ P N O.-N N M P t O N V r m O N P c O m O N P m (: ,.P w 0)N . E g ^N —0— N M M M M M P P P P W c LL C e r r m^N N m M t0 uY t..122,-9.22^P r 01 m 2 O r r 2g122°4,9 N O O W W r^r a W O r P P O m N M M N W m P 0 W m P W P m m P W W N W n m N n ^M m W r W O N W N O Ca a_m r O m W m n W u)m u n rn N W 0 W N rn r-W W m O M m P O M W m O N M uP n P O N N W m 0 NW r r N W r O m m m M m O M I— `U gip U m n r..-23,g2,93)n Omr N Nu)N,171 -WW nO mOP^MP I W P O^^ N W)1')Nn PMm^ :11..s7244.'OO amu)u)O "E".`,e r 0?^N O P N u)N P ^M O M N W n P r m .,,,,4,-. W O P n O N X m m N.-r P W O N W O N O W N rn W P M N N M u)r O M m P O r W u) M P O P N m 0 .-M P W n a^M mA r rn M W m O M W m P W U E^ N NMMMMMMMP PP;14- 2U)to NWWWW rrrnmm II Q 1 o 7 m O V r P m^irn E M rn m^ H m ni N rn 0 mO r A W W p.m V N --W,W^OW PON W mNuW W N N rnP ^ V y O rDm OMW -.. NW m^W W.).Em" W W W nn�nmmm maarnrn 000^�^} m, O • mQO_ ym y)) x W com O N O O W N WD N ra W P rN N W N W r M rn a m a 22;;;E rn aP n m P P P P mWA W O n O^ II O 0 O II^0 C m O O O m M O n M m r P N un M r M W O O N O O m W O M P a M. 0 ^N r P^O^M m W r a N O P O P W m O M W 3 W rn rn?^ ) m N n WN-m W �m W Nr PP.P-O^PWOO ^ONW N ^^WhPM O O^O. N a ^^N O r O O^N N M O W ^ N N N N N N N N N N N [ O^ 3 O N r r N n m O O N N W O 000000000. 000N0u00. A0Auf 00.00. 0YO ON L W d m O M N P P^A m r uN ONr NOON NnNrN AONuur M r W O W P M^ m N^N W W WuO m .1.01,-.... N0,-,,M O C m m m Y Q ` rrn O m m n P W W -r A V I P m r m P N m C m m O m r N N P M M M M M m M m M m m M M M M M M M m M M 2e m N O M th M M M P7 M mh M t7 th M r)M 0 0) M m7 M M M M M m7 O ri M d o 7,m Z N N N N N N N N N N N N N N N N N N N N N N N N N N N N V C 2 c _T V N C C C O 0 0 0 0 0 0 0 0 0 0)O P_N m,c o r r f O O)P m P u)N m r V O_a m a G �• C T O o O o o o 0 0 0 0 u)M n N r ,,,-N. O r N O W O P O O m..9 000000 O OO PPPW NrN Nam-N ,,...CAM ^ !�Cd y C N 0 0 0 0 0 o 0 0 0 cr O O c M P M O r-P O W M^ M n M y W 00)00)00 O O W N0)rW W Wr .0400. N O M M O N '` p [V Q 7 O n)A N O O 0 0^M P W m O N P W.,-,(0. a N P r.•P O E E m -, O O N ^.-N )P P P P T.r W mA W N u)rp) ) W r n r ni m N E E'a.7. U LL Q O O H H rn W)A W m W C m m N W m O O N O r 0 W M` I., > 7 Q m rn m r M N U y a a W n n M acorn c rn.- LL m r O W ^ 2 n N M^W ON^W m m NO W^N 0 M N O N WM P N P h a r M O r n W n m O m rn F � u_O,5PQN .mP MO W O NN N a'7:. uI P W r mO NNW N^N 1 NN M n r O rn W O O N P M N^ N ^M M W n M O n N P W m M m r W O^P^O M W A n W W N N M n^NN O O ^P M n N 1- W P M ^N rn^O O con ,,,,,o-mu",. ^M W m.-•M W O^P n^P n.- N W N W O W .-N M M M N M N M M '17,,,,,,....... ..,C..,,,,.. m a a rn 0 0 0.-.-N N .. 7 OO N W O n u) N O O N O P M r m .r M W m M W P^M N 22:949,G W W N u)N n W P m {7 0 0^H]N M M m M N O M r O O^W . O O P P M uu)n co W �T. c mA W O m M M N r rW N^n 0 M P N W P W O m W P N O n mO M W O P M W nW m N N O m rn W O P a > 2 2272W M 1 N W r m N A N r rn N h rn r M 0 O m O W^ m W P m r W O P P O m OM m r r W W W n a Oc W nm OO.-N M N W nO0^MoAW 0)O - )U, n a N P Wm N N N N N N M M M M M M M P P P P P P W N)A u)con W W W W P W M W W r o W m P W W IA W O u)N O_W^ r N r P O N O a P N P P W M r N^P r N a Q T m N W M M O a M r N W M W M M.-n n)A W u)M 0 M,W M N W M n r O M m m M N^ my V 7 W r m O P m P 0 N n O m r O a W M m P ^W w O W rn P N r n O P[O u) m W a n N W P W . . mA e.N W W^u)P n m rn m.. u)O M n P P m r M m^W N N r O O O N W a m co W O rn 2 > M W W 0 P P m N W m r P r a P M P O r m M N P.•^W W m W O m a M M a O P O N C O m N N P m m W r O^m ^O.-N O m m r W co W r m m^M Y)m.- W O P O u) N m O u)P M .N }LL 2 II 0'2 n 0 M P M N M W W N N N N M N M N N P N N N n N N M W W W aP N P P n m h N coP W C A c O O O)f)mA N W W rn P N N N N N N N N N N N N NNNNNNN NNNNN NNNNN N m con )p T mA.-P m N u)N W O M P rn rn a rn rn O a O O a O a O a O a a O a a a O O rn rn a a a a i0 N N 'V ^ cop N m r u)u)N.-W O W 0 0 0 0 0 0 N 0 N 0 0 0 0 0 -0 0 0 0 O O O O O 0 0 0 0 0 0 u1 O _ PPMWWWN.-OW rrnrrrnrr rnrrnrrrrr �rrrr rrrrrr N m Q C N V r r r)A u7 W W W W u) u)u))A W M u)u)N u) m N m N m U)W u)u)W m N N N m m N m N m m p la O^ m0 P N W O y OOO WaaU9OtA u] rnOarnOarnrnO rnarnrnrnarnrnrna rnrnrnrna arnarnrnm 'l9 ^N u m mA U')W anrnmM M W W W W W W W W W W W W WWW WWWW WWWWW WWWWWW A LL N}W P M M r M M N 0 0 O W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W To j_ rnW W NmmPmrn W W W W W W W W)O W W W WWWWWWW W)OWWW WWWWWW L O. O LL 0 O- m u)u)P P P W P P P P P P P P P P P Y P P P P P P P P P P 4444,i P P P P P P 2 V U c,-,r,,9- U ELL u e8 U am) N .m.. C v G m N m O N M r M O O M P M O n P O W. rn.-m O O M r N N P M n r O M .-...-.0 >` m -'A., O W O W N m N P W P W O O M P N W n 34542'42,92.7,-.2:g t2 u)N W a -P N 0 0 0 a 7 tp C C o N m W W M m O N.-^W r O O M O P. m E M m N m P a M O t'.--,-P M m rn O m n m.-P M E `g m M C H E N N a M M W O W P M .-•r W mP ^00 n v vm,o Omu) nmrW mPNW^O O N �� y ` W rn O r mA^M r.-m ^O^N M O N W O O(p P P a P O N^M O W N^m O N m N^m m N W O 3 l0 m m U O r O N P N W P a O M a^ r.-• ^O r N° O^N M 'c2; 01 n^n t W P mA O a O- O-d P n O W^M^r a N r N O 0 0 0 0 P n O u9 0 W P N^^ P WN u')M M P r 0 O N O II� C M O r N P^^^M W m u n O N P W W 0 N P r O N P r O M W M N W O N W O P W N r ` ^ M M M M uA A W uW W W W W r r r m m m m O rn O 0 O^^^N N N .y N ` m ^Z LL N 2 p ) O -o C O v a m yM H :Ili 17: m m R y C ° A r n n r n n r r r r n r r r r n r r r r r N r r n r r r n r r r n n r r r n r r r m N N N N N N N N N N N N N N N N N N N N N N N NNNNNNN NNNNN NNNNNN E a A T >1. W .m N PO2 C C m r rrn NNNnnn n NNrrnrrrn NNNNNNNNNA rrrnn NNNNNN '� h P E.9'--P N J 0 u) h IA u).u)W W W mA N IA W W con m u).W IA W NIA.u)W IA u)N W ...... .1.1...._.. m N c c 3 aM II T ma - - a m N N N N N N N N N N N N N NNN N N N N N N N NNNNNNN NNNNN NNNNNN -p Q m P f0 c? m a rnrna rnrnaaaarn rnrnaarnrnaarn rnaaaaarnrnaa rnrnrnarn aarnaaa > cc - - c 0 co m a N N N N N N N N N N N N N N N N N N N N N N NNNNNNN NNNNN NNNNNN V a = ��[} A OE ' t oo v a 0000 0 ov aoe 0000 o v00000voa osavo vaooao 1o.=_ W a )C m7 7 LL t p N m N O r O N P^m P r 0 0 0 0 O O 2222222222 0 0 0 0 0 0 0 0 0 0 0 m 0 m /0 O mA V y a O O a O N M P O N W P N O O N u)W mA con u)ul N u)W u)u)u7 W W h O C Z u F m 872.7i E p e ce m ci eN)Oi ri r ui n mi h W, ri M e7 rf rf mh ei M ri ri ri c i ri M ri M M ri r1 ri )•i ri ri M ei ri n o W v 2'm. .n r,2 m 0 ^ — 7 m_O m N c II U C E C d M C con a a M rn O M P m P^.- P IA P^m W O N a O N O^ P W M M u-) P m m.-P N r r N O W m W C �)O p-P m m 0 O W O M m M N^P)A M n m P W W O W M O rn 0 N O n W m r M N W O to M W n u)rn 0 E^ ' _^II C e9, , O N O V^K)n rn P r O^M W m m�P 0 N P W r.m rn W O O u) W W W O N r W N N N N a M O d `1 W.s p m m a u)O M P M M m a M M W^W M O M W O P M r W M W N a W N O N N O rn m M n C C • Q C LL W C X O O W^O N W N O m P N W m O n n u)W r n P rn M nmA N N P con u)P u)N O u)m r N CL N O C .z.= m P u)M^n O M r P W W n m O P r O con u)N a.V7 O W r r a )O N^n P W W M m W M p U m P N m_V C m V ~ M O M IA r W P M m.-- W^N W.-P M O M P M a P m O N M P con r O C O n r O r n N N .a LL } M r O m O P O N O r .N.1-.....- M W O P M W M.-O O ^P n^n P M N M O O Ly N LL T O 7 E E G E F, f--N O IA'sc..;P P P W m ^m M N W mil^M W n rn N P n O M W rn' N N m N h a M n u)O N C m W . aO- O C a d O) N M M M M M M M P P W LL')u)mA u)W W W W W nrnW Wmm arna0.- O^^NNM g 1- -3 mm�'nmOa w T ^^ r^. ^^ �R WL 7 m 7 03<E C } Q OO O O O O.-'N M P If)W r corn N N N N N N N N N N M M M M MMMMM MPPPPP ^C U 7 X m O LL W 0 0 0 0 0 0 0 0 0 O 000000000 0 0 0 0 0 0 0 0 0 0 00000 0 0 0 0 0 0 M N O 5/) C C LL W Z 0 d' 0 T. N N N N N N N N N N N N N N N N N N N N N N NNNNNNN NNNNN NNNNNN O E } v i ` W P u)W r m rn 0^N M P u)W r m O O^('40) )/))0N.m 0)0' 0) 0)0) 0(0N 0)0)0^N M N T ~ p p y Q 0 0 O 0 0 0 0 0 0 O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 LL a O z z} m N N N N N N N N N N N N NNN N N N N N N N NNNNNNN NNNNN NNNNN N • s NRIAIM1 1915 2015 / 1 cLI :6F ..t„.„,0 • i k ct tr- . � E z Miami Beach Convention Center Renovation & Expansion Budget EXHIBIT E October 6, 2015 Convention % of Center Parking Total Total Total Contractor Costs $455,912,041 $53,623,836 $509,535,877 82.7% Owner's Costs . Design 23,862,735 2,806,707 26,669,442 4.3% Project Oversight 7,332,015 862,383 8,194,398 1.3% Pre-GMP Cm Fees 2,321,071 273,002 2,594,073 0.4% FF&E 6,830,945 0 6,830,945 1.1% Art in Public Places 6,173,840 726,160 6,900,000 1.1% Testing & Inspection 2,083,844 245,099 2,328,943 0.4% Insurance 12,616,108 1,483,892 14,100,000 2.3% Other Owner Costs 3,301,905 388,366 3,690,271 0.6% Subtotal 63,803,571 7,504,501 71,308,072 11.6% Owner's Contingency 31,316,581 3,683,419 35,000,000 5.7% Total $551,032,193 $64,811,756 $615,843,949 100.0% 44exE " r:fA_A n�.r %r k Y a s„r:xg �vx�'3' °,7 ISESESEE - �-� .,,,-.;:�i .e:;ixre<sz. .•,a-:` ,..Y..,:c;�:- ,�c..�;�tG;a�'tt°,..- �.,�t .a-a;=i r tY�3,�,w,f ..F. -.x.�?•, . 6 1915:• 2015 k A A t A [,1 1\ ft , It% ,; I :4 I ti - 'V V • 2 a at N ai 10 N a O I N UN N 03 I- ti' 03 N N ' C °� 01 O O1 b b t-1 h N M N 01 0 Cr-. 0 D1 n co y h O cool t7 01 CO 0 co b M N O b M N M Q M O �'�! .4 N 0 m O 0 X 10y p" N CC to.O b 00 N O b N O N O Nn Q Q .y� of O est N m .Wi-V b Ibl1 C�� M n0'1 tMD O N N t0f1 n .hl p at h p C Wb to N CO In .4 co 0 C tD tD CO M rl N M co N W CO' co- .- N'M N' d � .M.. v M v br • p C N N- O b o° W O W -h N CC C .i co C to O to co to co C b M S °e O -� O "O m 'M N :1-8 v1 01 h M C ..D h to 0 N O N1 p p M T O O O N ""'N'"O T't .17 - �j .. .J 01 .3 in N•C u1 .•1 -0 0 0 .O .O . 4311 • 01 NI v-i>. .M N M at!�ui a1 h v d O .i M at tri M O M W N N v M Icy, M a1 .4 .i M O co N M a1 h u1 N co u1 M Q1 00 N p b at N N IA .i h O M M M .1 M 7 N f h b yW N n CO .1 N M N O - V y N y y ~ {L N .- -C N N co CO V N O u1 O 0 C tD tD h CC N 0 h 0 N in to 0 N 0 O �' O \ N CC tD b O b 0 C h CC'b O N IA O M O M Q)• N O .1 01 u1 to O IA C N'W Q M C h .-I O .i O .i fn-N C 10 O O 3 }. II') .W M en N u1 N CC CI!fl-t0 al N N tf1 N O N yCj d M N N CD yr,-a\1 h M 01 co N h in /n N ut Q1 .'I N M N co ..{ CO M CO h T M .1 in An O h 01 N N h N M IA N h N b C 3 W 0 n h ti .4 M N a1 N .. V M y a W Z N 0 0_ b O- i...; O O O C N CO N N In M M 0 M 0 M 00 4 ."1 C O 0 0 N N h 0 b 0 ut Cl Cl Cl.N .1 N to 0 0 0 O 0 Q C O S C. N 0 01 u1 ty tD 0 0 M CO 01 O h N N ID - 0 40 -0 b O N h M p y > -M CC M vi N N .4.4 Cl M N'N O N v1 N 0 N CC toy tD Ili`r .o+ LL. .i O b h O C M M N N N C N N N N CC h M h at CO .4 Cl Cl 0 h.CO. N to IA M CO N N b N W t0 tD. .- .4 M N a5 v .-4 V - N v N .M.� CC 'O 0 0 0 eQQ•'1 t!I N h b O C Q O Q O C p O C p p .hi O 10 -0 O 0 .W b O N ID O to M O N O b p b N 0 p b 01 Cl M 0 N h O h -0 N to CC Y } M 0 "M CC N ID "tn 0 N.N.CO t0 .i VI W C O' D v M' C N 4. 0 M C N .co:.i .4 ...N h M Cl N CO N M ..i to CC N u1 al .K N .1 M •C 0 N Cl 0 01 N M M b N 01 ill CC W to t0 N -.4 0.4 AO N .-4 en M N N V } aL CO CO a to V at O Cl 0 CC GO N i. N o co 0 `pe .1 .� O N . ° W 0 CO .b tD C N a1 N .l N 0 N O N 0 I. 0 N 10 LO O O O -. 10 O1 at Ct N M N O N O co 0 N O tH. h .f u1 .-4 a1 Cry M N to t4 O of .y uS Y M '. O M CC .1 C .1 0 M N b N 'i b tD n M N N ci,ii -01 p tD 0 N M C1 tD"O C In 6 M 01 •N N b .111 CO 00M M .4 N.1 .M... .4 .a.. .N.. O Z .d O �. CW1 a O v 'OWt-O m IN. CO to it N -C g 03 g � G O } O CO M ti t0.-1 to et CO en u1 t0 t0 O O N Z. Ci{L .1 in M N W Y1 .I .•1 O u1 01 •4 W b N to b N O 2 r1 0 0 N CO b W N N...A ro M N N C C en to 6 W IO N N N'.i Cl v 14 v Wr WC O t pp W N H N M A 01 O 0� .M IMI1 n VN1 aO W h O h O h O . • it. yM\j \ '0 M Ca N CO N h tN0 co N 141 N fMn p N M N M W "°- Ct M M N .-1 b N .-1 = ' I I i N CO n b IA .I O n o 61 0 O o .1 v► of N °� .y b W o h N M 01 o N ."i: p .i O ri 3 O` Yt m n W an '.4 W 01 h b IA m N O N O N N 0/ rl 10 M N t0 •'414 N N N.i 0 CO • 6 = en a1 M .1 N tD C N u1 CO O Cl OD N .y O O O C LL Ot \ M M N u1 N h b h in n n .C... N M .••1 O •7.ly .M t0 to N.+ IC .4 v E . iY� O CI O Q O A • I.) c x L o m a N N u o c e a, jA .J-. L O. y d A d 3 iiO oe y p E �° C(LI N C O, ! . iN A E t c ° c C 16,1 N mo ' o.4 g m cc E(C d u 41 c a t CC £ E E $ m CL .-1 C C C 6yt 6>01 tL > 2 2 o A a C o d O Ol y O O h C >_ Q W �. dj a ar u a u § o j CC W H W W N O N C « ! ` 07 m 0 X C C C C z- t it l7 Z Z 5 E- S W N Y. W O O 1•- 0 U z u Z 'et W Z Z Z 4 CU a N a i d m } F u. I U W �. .OM. . 0• .. T ++ 47 h C > 1 t3! Q. „>- O' a-> c t. u a u u a u a o. u l a t 5 0 u. c O O O 0) fl1 Q C C C C E Cn a a. a, Ci > .0 (C U u f y akS � .� R e � � �.�d u'�3.k z Z- s 9 <} a t L,. tta t t ,..a' f` .. #w.t' '..a �� '`.. .. �•, :wrEr $r�:i:!'a'yv,� .ff',_ 's$ar*.a-t`'Yy�`i:. .. 1915 • .205 ' 2 4m,:i, ti_ 4 its "IV a.:. e I L 1‘ A,... It --.:. ..t.-.3 .,LE,- \\II g _ f ,. i I. i tk k--. -,.);,,-_-,,,ft.-„,.. rit. iff NI r - Hp--..,,,,m1t C;'.g • Q {Pi'tom. t'0 ,'p- O u • t _ HiMt marty., yr�� sJ 1:: za f �' �R at< ),. tri ea- .• !E � . to tii; 40 yY.to iii t _• i— - , o: g - tv r- „::::,-.•.:...t: :a' to Sri. Ir. '‘t.. "t"*., ;D4; C1 i' ii g • N Q — r . : • Ji LL ... -4?Vt di; H ft t ' a) t'7 o',z,'. — R,- th `Rt r iii'.: �y� _ { e-.'�P �C., CI,CO C — CO C r e ice) ., W 'tea.4" r-,., Zr,,, �'h, 4+ 1 �. .. • • • Art Ci C .C? - 1 tomI t''.7. t 0 'Of•' - CV Q C)Ck. • rt. co A. • . : - 0 to U) 6't: '' to w3 0) aA .4 ° p P- C' i'+:j 7:74.2...1'''— 4T C?i € _ +- iii iq ! i%"''' D • tp O �• 5 Imo'+n Ea; tfY . t • 1t. C � iu fi3 rA CO.4i► Yt.. '. E. ct �( N • i ' W , in '` 2 C °,.T Q c p CY Crt• q L� q p s 4�1 K r 0 ,.y CO C) C. a,). N ,;I`CO CD "... co C:: it, co • ,#t..._ v v per + i, r-. i ". O._ • • • • U. V3 ilk 0) 44 ' t* 0) 40, 1 :' ., `r!i II� .. • q, c T 0 q • • � . E O • J C3 0 t.: i icy :8 In • • • .13.E m UJ ,a �, •C.3 +n m •1++ s� c!i Oi 'i p ski, • ec� • mI a 3 ,�.,- • • • • • 7 z N .. �i' id �.-R i1.•Q' �} 4 44` E ' 0 t • . 'cu UI u i. n at W o as ig m e m ro To. 1 J C to C C t y o c x2•..= 6 Z 0 Ui OCI ACi O X O co d 0 <m . o❑Ot� €) cc UUcia 00 WU 00 0 . OX V• ;3• u • • • I 1 • • � �'�pitzx„y�" t�' \'-�.'` L-�,_= 'N • 9 1 5' 1 . 201=:.5 • v : . • .-1[1.- N. .. • co co co co co co co co co co co co co co co co co co co co co co co co co co co co co co G) CO O O O O O O O O O O O O O O O O O O O O O O O O O O O O O r N N N N N N N N N N N N N N N N N N N N N N N N N N N N N m co T > X O W U C 0 0 0 0 0 0 0 o O o O o 0 0 0 0 0 0 0 0 o O O o 0 0 0 .o O O o CO -1) O o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 ar 0000000000000000000000000000000 CU M . N Lo O 0 Ln O O u) to to LC) U) 1.6 Ln Ln In to Lo O to O to 0 Ln to Ln vi to 0 Lo 1: z en N. IP) LO to U) Lo U) LO In to Lo Lo LO LO LO to LO LO 0 LO LC) Lo LI) U) LO Lo O LC) 0 tL) VD > O N r O CD cD co- CO CD CD (D Co CD C0 (0 CO CO co- co- co- Co 0 CO co co- CO (O co- CO (D (0 (O O-'1 CC Q D' CU 0 0 C a> Y r. O O O O O 0) 0) C7) CJ) O O F) 0) O 0) 0) 0) 0) o) 0) 0) 0) 0) 0) 0) 0) 0) 0) 07 O) C) 0 ;, t_ O I` f` ti f` ti f` ti r` ti t` N N ti f` ti N r- 1` 1` 1` N ti n t9 CO Z " N 0O N. N. N. N. N. N. N. N. N. N. N. N. N. N. N ti N. N. N. N. N. N. N. ti h N. N. ti N. M N CL a) y O O O O O O O O O O o O) O O O O O O O O co- cn O O O co- O O O O M' 'c C m O) O 1. 1. N- N. 1\ 1` N. N N- 1` N. 1` N. N. N N. 1` t` N N. 0- N t` N- N. N- N. N f` N. Q) o : c a 0 o O o 0 0 0 0 0 0 0 0 o O o O o 0 o O o 0 0 0 0 0 0 0 0 o M E N ill > M M M M M M M M M M M M M M M M M M r) L7 M C) M M M M M M M M M N cn co iii 0_ CD>. ix M c co LL c .2 N N to O M co O M- (o o M 1- r LO 0) CO 1� r CO r L) O CD r CD N Co `7 O O N t3) x ` C) c O O O o O r r N N N M M M Nt et In Lo CO CO 1-- N. CO O O O O r r N N co C \ C N N N N N o c no C O CD ? - X o C o c r G.1 ,-I-I ;o io U- Um 0 3 -. au, a) v ,0, O to '�t M M In N O 00 Co 00 M M N ct [t 0) r r O c0 [t O M cD y L- D n O o O O co r U) to O r O CD c0 0) N Cn 0 CO 0 CD 0 O O Nr 1` Nr r N. M r Co 1- N 0) g a 0 OO ix) M CO M CD O Cr) CO 0 N 0 N- 0) O O CO M CO r M CD 0 0 O M r M 0 Tt 0) 00 w 3 c•U) co C M co O r- CO r �t N l0 M N N N`i ONO M O cc00 co O 0 03 000 O O 0) O M a) co O0) CO a v O cc F"- C) N O (D O U) 0) M co M co M oo M 0) tf) O (D M 0) CD N 0) N- N 0) O CD V C) N In a, o > M N• N 1. U) CO CO 1� 1: O 00 0) o O .-- ,- N M M �t to CO 0 1` a0 07 o r 01 c c c C o N N N N N N N N N N N N N N M M N E 0 0 r c > 0 o� z C m O O O O o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 >, y U rO1 O O 1` CD co Co CO CD O O co CD CO Co 0 O 0 0 (O co Co Co 0 cD Co co O 0 Cfl 0 0 CD 0 E w O O C o Q aai Q >O v c c v �U m �' 2 0 m c 2 a as o M o o o o o o o o o o O O o O o o O o o O o o O o o O o o o M o a °• o V r U) IC) O O i.) o Lo to Lo O O co 0 0 0 0 0 0 Lo I-) Io 0 0 0 Lo 0 0 Lo co ID w '� (I) t' to N 1— Lo Lo N LO 1,- N N- Lo O N 0 0 0 co Lc) N 14- N 1- 0 0 0 N u) to N Lo N ,,, a) v a ++ 0 N r N r) LC) M r N M ci r 0 N r N N U) Il) O vi M N N N U) Lo O N N M 0 O CO CO CO CO Co CO 0 CO 0 CO CO CO 0 CO CO 0 CO CO CO (O CO CO (O c0 c0 Co CO (0 0 c a a C (n •to c0 Co co CD CD CO CD 0 0 CO CO CO CO CO CO CO 0 CD CD 0 CO CO Co 0 CO 0 CD 0 0 1\ `^ o E t.0 IV O a+ o M ri M ri ri ri M r) ri ri M ri ri ri M ri ri ri ri M M M M M ri ri M M ri () "8 - o co _ _.. Tr . N C ca a 0 >- M I- v 0 c CO 0 c0 CO CO CO 0 CO CD 0 CO CD CO 0 CO CO CO 0 CO 0 Co CO CD CD CO CO 0 CD CO CO N y 0o -, > O , p co N- N- N 1` N. N N t` 1- N- N N N N N N N. N N- N 1` N N N N- N N N N r+ O N C 0 co- CD CX) 00 O 00 00 00 Cb Cp c0 c0 Cp 00 00 00 OJ 00 05 0D CL) 00 co- c0 00 00 00 CO OCi 0C) ,� t` U O O 00 O 0) O O O O O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O 0 0 0 0 0 0 0 0 a CC co o M M M M M M M M M M M M M M M M M M M M M M M M M M M M M 0 O LL} a a > r M M M M M c.5 M M M M M M M M M M co M M M M M M M M M M M M h C 7 C RS (Y Cl C0 C0 C)0 C0 C0 CO C0 C0 CO CO C0 C0 C0 C0 C0 C0 CO C0 C0 CO 00 00 00 00 00 00 CO 00 00 00 CI o ` ac, > 1- c N a) .O a H o o m Cr c u o'' co N N N N N N N N N N N N N N N N N N N N N N N N N N N N a3 a M Nt 0 In 0 0 In 0 0 In 0 0 In 0 to 0 0 0 U) to LO LC) LC) LO In LO to O LO Lo ., O•csi c 6 vi O O H N L- c 7 ca -0 u CU W V) a r O 0 t z c c o MI a) c ° v 'm N N O NI- N N CO O 0 0 to 0 to 0 Ln 0 0 In 0 0 0 U) to o O to 0 0 L() > > C j d O M N '' ' r O co N 0 N 0 N t` N 0 0 N N N N N N LO O N to U) N r-t O LL ° c C CU U_ M N- 0 CD 0 00 r 00 N r N CD CO 0 to o Co O M r 00 Co N U) r N 0- M , Lf) `^ N c > a a D � •> r O O co- 00 (N 00 [t r C 00 O M 1- 'ct 1� O co- f` 'tt Nt Nr NI CD r 0 NI Ln (D t!1 N a w -0 0) 1m O) 1` c0 00 Q) N N N7 M M M M M M M M M M M M M M M M M M M M M 01 n3 H O v 13 Q d O 1` t` 1` c0 co co co O O O c0 c0 O c0 c0 c0 c0 CO O c0 O c0 00 c0 00 c0 O N ^ ; 10 c 0 ++ t N O M M M M M M M M M M co M M co M co M M M M M M M M M M M M Lf1 4a+ c ',1) O m m C 0).O N N N N N N N N N N N N N N N N N N N N N N N N N N N N N f0 �' z `� a) s O Q.0 cD E -0 c LL o C s > v c ac) 0. a u a a • > 0 O oC) 00 tb CD c0 co O Cb oC) CO oC) c0 Cb C0 O O CO oC) C7C) C)C) O C) Cn CD O O C)0 Cp 'NI C a C a: O < co o O O 2 2 0 0 0 O O O) O o 0) O O O O O 2 O O 2 O O O O O O 0) Ct =p > 0 r 0) 0 co co co CD CO C0 Cb O CO Cb c0 CO C0 c0 co C0 CD Cb a0 CD Cb N O CO Cb c0 N CD O t O E 7 ~,, o v c a O O - - - - - - - - - - - - - - - - a m v Y a r r r r r r r r r r r r r r r r r r r r r r r r r r - r r L!1 0 0 7 r O Lo to In co 0 In 0 Lc) O O In Lc) co Ln Ln Lo to Ln U) to In Io to 0 co L.0 Lo co In O E •C O O tl �- c N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N M + a C O 0 Co co- Co Co (O Co CO CO co- CD CO 0 0 0 0 0 O O CO co- CO (O co CO 0 0 O 0 '1 c c o c N > M M CO CO CO CO CO CO CO M CO CO r) CO CO CO co co co co co co co co co co co co co co I!1 a s '-t ca C �o u p a W if). o 5 c N > N L '1 '6 > } g C: • . -c, m c O CU U) ) o - Lu LLI L Co 1- 00 0) O r N M Nt 0 CD N c0 O O r N M 0 CO N co 0) o r N M d to m _ O a ;, to O N.- r r r N N N CV N N N N N N M M M r) M M M M M M d' `C '' 0t V [t Q W D v a,, O 0 'O O O O O O O O N O N O O N oN N oN N N N N N ON oN N oN N N N 12 - >" . 13 a c LL m Q Z - Cip. o Z .-1 N K) V to litOfffiAa. R "'' `- 1 1 X015 3 Y S eA k'tii netTe , tt .r w . x irk 4 I WI -11 i L . Y WO Y^ Yn Yi,, '4Y-.s 4'3, • EXHIBIT A SERIES 2015 REDEVELOPMENT PROJECT 1. Renovation and expansion of the Miami Beach Convention Center to modernize and upgrade the Convention Center facility and areas in the vicinity of the Convention Center, including but not limited to creation of a new public park and related facilities, restoration of the Carl Fisher Clubhouse and Collins Canal seawall, and streetscape, landscape and other infrastructure improvements. 2. Renovation of the Bass Museum to increase programmable space at the facility. 3. Improvements to 17th Street, Drexel Avenue, Pennsylvania Avenue and Meridian Avenue to enhance the pedestrian experience between the Miami Beach Convention Center and Lincoln Road. 4. Improvements to Lincoln Road from Washington Avenue to Lenox Avenue. A-1 003-4430-4561/4/AMERICAS EXHIBIT B BOND FORM No. R- $ UNITED STATES OF AMERICA STATE OF FLORIDA MIAMI BEACH REDEVELOPMENT AGENCY TAX INCREMENT REVENUE BOND, SERIES (CITY CENTER/HISTORIC CONVENTION VILLAGE) Date of Interest Rate Maturity Date Original Issuance CUSIP REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS KNOW ALL MEN BY THESE PRESENTS that the Miami Beach Redevelopment Agency (the "Agency"), for value received, hereby promises to pay to the registered owner specified above, or registered assigns, on the date specified above, but solely from the sources hereinafter mentioned, upon presentation and surrender hereof at the designated corporate trust office of , as paying agent (said bank and/or any bank or trust company to become successor paying agent being herein called the "Paying Agent"), the principal sum specified above with interest thereon at the rate per annum specified above, payable on the first day of and of each year, commencing on . Principal of this Bond is payable at the office of the Paying Agent in lawful money of the United States of America. Interest on this Bond is payable by check or draft of the Paying Agent made payable to the registered owner as its name and address shall appear on the registry books of , as Registrar (said bank and any successor Registrar being herein called the "Registrar") at the close of business on the fifteenth day of the calendar month preceding each interest payment date (the "Regular Record Date"); provided, however, that (i) if ownership of the Bonds is maintained in a book-entry only system by a securities depository, such payment may be made by automatic funds transfer (wire) to such securities depository of its nominee or (ii) if such Bonds are not maintained in a book-entry only system by a securities depository, upon written request of the Holder of $1,000,000 or more in principal amount of Bonds, such payments may be made by wire transfer to the bank and bank account specified in writing by such Holder (such bank being a bank within the continental United States), if such Holder has advanced to the Paying Agent the amount necessary to pay the cost of such wire transfer or authorized the Paying Agent to deduct the cost of such wire transfer from the payment due such Holder. Any interest not B-1 003-4430-4561/4/AMERICAS punctually paid on an interest payment date shall forthwith cease to be payable to the registered owner on the Regular Record Date and may be paid to the registered owner as of the close of business on a special record date for the payment of such defaulted interest to be fixed by the Paying Agent, notice whereof shall be given not less than 10 days prior to such special record date to the registered owners. Such interest shall be payable from the most recent interest payment date next preceding the date of authentication to which interest has been paid, unless the date of authentication is an 1 or 1 to which interest has been paid, in which case from the date of authentication, or unless the date of authentication is prior to , 20 in which case from , 20 , or unless the date of authentication is between a Regular Record Date and the next succeeding interest payment date, in which case from such interest payment date. This Bond is one of an authorized issue of Bonds of the Agency designated as its "Tax Increment Revenue Bonds, Series (City Center/Historic Convention Village)" (herein called the "Bonds"), in the aggregate principal amount of Dollars ($ ) of like date, tenor, and effect, except as to number, date of maturity and interest rate, issued for the purpose of under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 163, Part III, Florida Statutes, as amended from time to time, and other applicable provisions of law, and a resolution duly adopted by the Agency on 2015 (hereinafter referred to as the "Resolution") and is subject to all the terms and conditions of the Resolution. This Bond is payable solely from and secured by a first lien on and pledge of the Trust Fund Revenues (as defined in the Resolution) collected by the Agency pursuant to Section 163.387, Florida Statutes, as amended, and all moneys held in certain funds and accounts established under the Resolution (collectively, the "Pledged Funds"), all in the manner provided in the Resolution. Neither the Agency, the City, Miami-Dade County, Florida (the "County"), the State of Florida (the "State") nor any of its political subdivisions is obligated to pay this Bond or the interest hereon except from the Pledged Funds pledged thereto and neither the faith and credit nor the taxing power of the City, the County, the State or any of its political subdivisions is pledged to the payment of the principal of, or the interest on, this Bond. This Bond does not constitute an indebtedness of the Agency, the City, the County, the State or any political subdivision thereof within the meaning of any constitutional, statutory or other provision or limitation and it is expressly agreed by the Holder of this Bond that such Holder shall never have the right to require or compel the exercise of the ad valorem taxing power of the City, the County, the State or any political subdivision thereof or taxation in any form on any real or personal property therein, for the payment of the principal of and interest on this Bond and other payments provided for in the Resolution. It is further agreed between the Agency and the Holder of this Bond that this Bond and the obligation evidenced thereby shall not constitute a lien upon property owned by or situated within the corporate territory of the Agency or the City, but shall constitute a lien only on the Pledged Funds, all in the manner provided in the Resolution. Under the provisions of Section 163.387, Florida Statutes, as amended, the City and the County have established the City Center/Historic Convention Village Redevelopment and B-2 003-4430-4561/4/AMERICAS Revitalization Trust Fund into which the County and the City have agreed to deposit on an annual basis their respective portions of the Trust Fund Revenues (as defined in the Resolution) for so long as the Bonds are outstanding. The Agency in the Resolution has established the Miami Beach Redevelopment Agency Sinking Fund (City Center/Historic Convention Village) and certain accounts therein and covenanted to deposit into said Sinking Fund and accounts therein solely from the Pledged Funds moneys to provide for the timely payment of principal of and interest on the Bonds and to create a reserve therefor, all to the extent and in the manner provided in the Resolution. Reference is hereby made to the Resolution for the specific provisions governing the Bonds. [Insert Redemption Provisions] Additional parity bonds may be issued by the Agency from time to time upon the conditions and within the limitations and in the manner provided in the Resolution. The original registered owner, and each successive registered owner of this Bond shall be conclusively deemed to have agreed and consented to the following terms and conditions: 1. The Registrar shall keep books for the registration of Bonds and for the registration of transfers of Bonds as provided in the Resolution. The Bonds shall be transferable by the registered owner thereof in person or by his attorney duly authorized in writing only upon the books of the Agency kept by the Registrar and only upon surrender hereof together with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or his duly authorized attorney. Upon the transfer of any such Bond, the Agency shall issue in the name of the transferee a new Bond or Bonds. 2. The Agency, the Registrar and the Paying Agent may deem and treat the person in whose name any Bond shall be registered upon the books kept by the Registrar as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Bond as the same becomes due, and for all other purposes. All such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the Agency, the Paying Agent, nor the Registrar shall be affected by any notice to the contrary. 3. At the option of the registered owner thereof and upon surrender hereof at the designated corporate trust office of the Registrar with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or his duly authorized attorney and upon payment by such registered owner of any charges which the Registrar or the Agency may make as provided in the Resolution, the Bonds may be exchanged for Bonds of the same series and maturity of any other authorized denominations. 4. In all cases in which the privilege of exchanging Bonds or transferring Bonds is exercised, the Agency shall execute and the Registrar shall authenticate and deliver Bonds in accordance with the provisions of the Resolution. There shall be no charge for any such exchange or transfer of Bonds, but the Agency or the Registrar may require payment of a sum sufficient to pay any tax, fee or other governmental charge required to be paid with respect to B-3 003-4430-4561/4/AMERICAS such exchange or transfer. Neither the Agency nor the Registrar shall be required (a) to transfer or exchange Bonds for a period of 15 days next preceding an interest payment date on such Bonds or next preceding any selection of Bonds to be redeemed or thereafter until after the mailing of any notice of redemption; or (b) to transfer or exchange any Bonds called for redemption. It is hereby certified and recited that all acts, conditions and things required to exist, to happen, and to be performed, precedent to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, and that the issuance of this Bond, and of the issue of Bonds of which this Bond is one, is in full compliance with all constitutional, statutory or charter limitations or provisions. IN WITNESS WHEREOF, the Miami Beach Redevelopment Agency has caused this Bond to be signed by its Chairperson, either manually or with his facsimile signature, and the seal of the Miami Beach Redevelopment Agency or a facsimile thereof to be affixed hereto or imprinted or reproduced hereon, and attested by its Secretary, either manually or with his facsimile signature. MIAMI BEACH REDEVELOPMENT AGENCY (SEAL) By: Chairperson Attest: Secretary • B-4 • 003-4430-4561/4/AMERICAS CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds delivered pursuant to the within mentioned Resolution. Date of Authentication: as Registrar By: Authorized Signatory B-5 003-4430-4561/4/AMERICAS ABBREVIATIONS The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws, or regulations. TEN COM — as tenants in common TEN ENT — as tenants by the entireties JT TEN — as joint tenants with the right of survivorship and not as tenants in common UNIFORM GIFT MIN ACT — Custodian for (Cust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond, and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the said Bond on the bond register, with full power of substitution in the premises. Dated: Please insert Social Security or other identifying number of transferee: Signature guaranteed: NOTICE: The transferor's signature to this Assignment must correspond with the name as it appears on the face of the within Bond in every particular without alteration or any change whatever. B-6 003-4430-4561/4/AMERICAS SEB DRAFT-09/21/15 PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER , 2015 NEW ISSUE - Book-Entry-Only Ratings: See"RATINGS"herein In the opinion of Squire Patton Boggs (US) LLP, Bond Counsel, under existing law, the Series 2015A 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. NO ATTEMPT HAS BEEN MADE TO PROVIDE THAT INTEREST ON THE SERIES 2015A BONDS IS EXCLUDED FROM GROSS INCOME OF THE HOLDERS THEREOF FOR FEDERAL INCOME TAX PURPOSES. For a more complete discussion of the tax aspects relating to the Series 2015A Bonds, see the discussion under the heading "TAX MATTERS" 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 2015B 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 2015B 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 2015E 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 2015E Bonds, see the discussion under the heading "TAX MATTERS" herein. $360,000,000* MIAMI BEACH REDEVELOPMENT AGENCY $ * $ * Tax Increment Revenue and Revenue Tax Increment Revenue and Revenue Refunding Bonds,Taxable Series 2015A Refunding Bonds,Series 2015B (City Center/Historic Convention Village) (City Center/Historic Convention Village) Dated: Date of Delivery Due: March 1, as shown on inside cover page The Miami Beach Redevelopment Agency Tax Increment Revenue and Revenue Refunding Bonds, Taxable Series 2015A (City Center/Historic Convention Village) (the "Series 2015A Bonds") and the Miami Beach Redevelopment Agency Tax Increment Revenue and Revenue Refunding Bonds, Series 2015B (City Center/Historic Convention Village) (the "Series 2015B Bonds" and, collectively with the Series 2015A Bonds, the "Series 2015 Bonds") are being issued by the Miami Beach Redevelopment Agency (the "Agency") as fully registered bonds, without coupons, in denominations of$5,000 or any integral multiple thereof When issued, the Series 2015 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 2015 Bonds. Purchasers will not receive certificates representing their ownership interests in the Series 2015 Bonds purchased. See "DESCRIPTION OF THE SERIES 2015 BONDS-Book-Entry Only System"herein. Interest on the Series 2015 Bonds will accrue from their date of delivery and will be payable on March 1, 2016 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 (the "Paying Agent") for the Series 2015 Bonds. While the Series 2015 Bonds are registered through the DTC book-entry only system, principal of and interest on the Series 2015 Bonds will be payable by the Paying Agent to DTC. The proceeds of the Series 2015A Bonds will be used,together with certain other legally available moneys of the Agency, to (i) provide for the advance refunding of all of the Agency's Tax Increment Revenue Bonds, Taxable Series 1998A (City Center/Historic Convention Village), currently outstanding in the aggregate principal amount of$10,000,000 (the "Outstanding Series 1998A Bonds"); (ii) provide for the current refunding of all of the Agency's Tax Increment Revenue Refunding Bonds,Taxable Series 2005A(City Center/Historic Convention Village),currently outstanding in the aggregate principal amount of$27,815,000(the"Outstanding Series 2005A Bonds"); (iii)make a deposit to the Debt Service Reserve Account(including the cost of any Reserve Account Insurance Policy or Reserve Account Letter of Credit determined by the Agency to be advisable) to satisfy the Reserve Account Requirement relating to the Series 2015A Bonds (as such terms are hereinafter defined); (iv) finance certain costs of acquiring and constructing renovations to the Convention Center and related improvements which constitute a portion of the Series 2015 Redevelopment Project (as such terms are hereinafter defined); and (v) pay costs of issuance of the Series 2015A Bonds and refunding the Outstanding Series 1998A Bonds and the Outstanding Series 2005A Bonds, including the portion of the premium allocable to the Series 2015A Bonds for any municipal bond insurance policy that may be obtained in connection with the issuance of the Series 2015 Bonds. See "INTRODUCTION" herein. The proceeds of the Series 2015B Bonds will be used,together with certain other legally available moneys of the Agency, to (i) provide for the current refunding of all of the Agency's Tax Increment Revenue Refunding Bonds,Series 2005B(City Center/Historic Convention Village),currently outstanding in the aggregate principal amount of$17,175,000 (the "Outstanding Series 2005B Bonds"); (ii) make a deposit to the Debt Service Reserve Account(including the cost of any Reserve Account Insurance Policy or Reserve Account Letter of Credit determined by the Agency to be advisable) to satisfy the Reserve Account Requirement relating to the Series 2015B Bonds; (iii) finance certain costs of acquiring and constructing public renovations to the Convention Center and related public improvements which constitute a portion of the Series 2015 Redevelopment Project; and (iv) pay costs of issuance of the Series 2015B Bonds and refunding the Outstanding Series 2005B Bonds, including the portion of the premium allocable to the Series 2015B Bonds for any municipal bond insurance policy that may be obtained in connection with the issuance of the Series 2015 Bonds. See "INTRODUCTION" herein. The Series 2015 Bonds are solely payable from and secured by a pledge of and first lien on the Pledged Funds derived by the Agency from (i) Trust Fund Revenues; and (ii) all moneys, securities and instruments held in the funds and accounts created under the Bond Resolution, except the Rebate Fund (as such terms are hereinafter defined), on a parity with any additional Bonds that may be issued under the Bond Resolution. See "SECURITY AND SOURCES OF PAYMENT" herein. The Series 2015 Bonds are subject to optional and mandatory sinking fund redemption prior to maturity as described herein. THE SERIES 2015 BONDS SHALL NOT BE AND SHALL NOT BE DEEMED TO CONSTITUTE A DEBT, LIABILITY OR OBLIGATION OF THE AGENCY, THE CITY OF MIAMI BEACH, FLORIDA (THE "CITY"), MIAMI-DADE COUNTY, FLORIDA ("THE COUNTY"), THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER PROVISIONS OR LIMITATIONS, OR A PLEDGE OF THE FAITH AND CREDIT OF THE AGENCY,THE CITY,THE COUNTY,THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF BUT SHALL BE PAYABLE SOLELY FROM THE PLEDGED FUNDS, AS PROVIDED IN THE BOND RESOLUTION. THE SERIES 2015 BONDS AND THE OBLIGATIONS EVIDENCED THEREBY SHALL NOT CONSTITUTE A LIEN UPON ANY PROPERTY OWNED BY OR SITUATED WITHIN THE CORPORATE TERRITORY OF THE AGENCY OR THE CITY, BUT SHALL CONSTITUTE A LIEN ONLY ON THE PLEDGED FUNDS, ALL IN THE MANNER PROVIDED IN THE BOND RESOLUTION. The Agency may elect to purchase a municipal bond insurance policy to be delivered by a municipal bond insurance provider concurrently with the delivery of the Series 2015 Bonds to guarantee timely payment of the principal of and interest on the Series 2015 Bonds,or one or more maturities of the Series 2015 Bonds, and may elect to satisfy the Reserve Account Requirement, or any portion thereof, upon issuance of the Series 2015 Bonds with a Reserve Account Insurance Policy or Reserve Account Letter of Credit. This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Series 2015 Bonds are offered when, as and if issued by the Agency, subject to the opinion on certain legal matters relating to their issuance of Squire Patton Boggs(US)LLP,Miami,Florida,Bond Counsel to the Agency, and certain other conditions. Certain legal matters will be passed upon for the Agency by Raul J. Aguila, Esquire, Miami Beach, Florida, General Counsel to the Agency, and certain legal matters relating to disclosure will be passed upon for the Agency by the Law Offices of Steve E. Bullock, P.A., Miami, Florida, Disclosure Counsel to the Agency. Greenberg Traurig, P.A., Miami, Florida, is serving as Counsel to the Underwriters and RBC Capital Markets, LLC, St. Petersburg, Florida, is serving as Financial Advisor to the Agency in connection with the issuance of the Series 2015 Bonds. It is expected that the Series 2015 Bonds will be available for delivery through DTC in New York, New York on or about December , 2015. Morgan Stanley Wells Fargo Securities BofA Merrill Lynch Raymond James & Associates, Inc. Loop Capital Markets [INSERT DAC LOGO] Dated: November , 2015 * Preliminary, subject to change. Red herring: This Preliminary Official Statement and the information contained herein are subject to amendment and completion without notice. The Series 2015 Bonds may not be sold and offers to buy may not be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2015 Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. MATURITIES,PRINCIPAL AMOUNTS,INTEREST RATES, PRICES,YIELDS AND INITIAL CUSIP NUMBERS*t $ Series 2015A Serial Bonds Due Principal Interest Initial (March 1 Amount Rate Price Yield CUSIP Number 2016 $ % % 593237 2017 593237 2018 593237 2019 593237 2020 593237 2021 593237 2022 593237 2023 593237 2024 593237 2025 593237 2026 593237 2027 593237 2028 593237 $ % Series 2015A Term Bonds Due March 1,20 —Price: /Yield: % Initial CUSIP Number: 593237 $ Series 2015B Serial Bonds Due Principal Interest Initial (March 1 Amount Rate Price Yield CUSIP Number 2016 $ % % 593237 2017 593237 2018 593237 2019 593237 2020 593237 2021 593237 2022 593237 2023 593237 2024 593237 2025 593237 2026 593237 2027 593237 2028 593237 2029 593237 2030 593237 2031 593237 2032 593237 2033 593237 2034 593237 2035 593237 2036 593237 2037 593237 2038 593237 2039 593237 2040 593237 2041 593237 2042 593237 2043 593237 2044 593237 $ % Series 2015B Term Bonds Due March 1, 20 —Price: /Yield: % Initial CUSIP Number: 593237 * Preliminary, subject to change. t Neither the City nor the Underwriters is responsible for the use of CUSIP Numbers, nor is any representation made as to their correctness. The CUSIP Numbers are included solely for the convenience of the readers of this Official Statement. MIAMI BEACH REDEVELOPMENT AGENCY") CHAIRMAN Philip Levine(2) VICE CHAIRMAN Edward L. Tobin(2) MEMBERS Michael Grieco,Member Joy Malakoff,Member Micky Steinberg,Member Deede Weithom,Member(2) Jonah Wolfson,Member(2) Bruno A. Barreiro,Member ADMINISTRATION Executive Director General Counsel Jimmy L.Morales,Esquire Raul J. Aguila,Esquire Interim Chief Financial Officer Secretary John Woodruff Rafael E. Granado,Esquire Assistant Executive Director Kathie G.Brooks CONSULTANTS Bond Counsel Disclosure Counsel Squire Patton Boggs(US)LLP Law Offices of Steve E. Bullock,P.A. Miami,Florida Miami,Florida Financial Advisor Independent Auditors RBC Capital Markets, LLC Crowe Horwath LLP St. Petersburg,Florida Fort Lauderdale,Florida (1) The Mayor and each of the members of the City Commission of the City serve as the Chairman and members of the Agency, respectively, with the City Commissioner appointed as Vice Mayor serving as the Vice Chairman of the Agency. In addition,pursuant to the Third Amendment to the Interlocal Cooperation Agreement dated January 20, 2015 among the Agency, the City and the County, the County Commissioner of District 5 on the Board of County Commissioners of Miami-Dade County, Florida also serves as a member of the Agency. Commissioner Bruno A. Barreiro currently serves in such capacity. (2) The Mayor is running against a single opponent in the general election of the City to be held on November 3, 2015. In addition,a new commissioner will be elected in such general election for the City Commission seat for Districts IV, V and VI or, if required because a candidate did not receive more than fifty percent(50%) of the votes cast in the general election,in a run-off election. If required,the run-off election will be held on November 17, 2015. The results of the election are expected to be certified by the current Mayor and City Commission in a meeting to be held sometime after the general election or,if a run-off election is held,after the run-off election. The current Mayor and City Commission are expected to serve until newly elected members have been seated. [INSERT MAP OF MIAMI BEACH REDEVELOPMENT AGENCY SHOWING EACH OF THE AGENCY'S REDEVELOPMENT AREAS] No dealer, broker, salesman or other person has been authorized by the Agency 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 2015 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 Agency 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 Agency 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 2015 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 P art 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 Agency 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 2015 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 2015 BONDS FROM REGISTRATION OR QUALIFICATION IN CERTAIN STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. IN MAKING AN INVESTMENT DECISION,.INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE AGENCY 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 2015 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 2015 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 2015 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 AGENCY OR THE UNDERWRITERS AND ANY ONE OR MORE HOLDERS OF THE SERIES 2015 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 AGENCY 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 TABLE OF CONTENTS Page INTRODUCTION 1 PURPOSE OF THE ISSUE. 3 General. 3 Plan of Refunding. 3 Series 2015 Redevelopment Project. 4 ESTIMATED SOURCES AND USES OF FUNDS 7 THE SERIES 2015 BONDS. 7 General. 7 Redemption Provisions. 8 Book-Entry-Only System. 10 SECURITY AND SOURCES OF PAYMENT 12 Pledged Funds 12 Flow of Funds. 15 Debt Service Reserve Account. 17 Additional Bonds. 18 Other Obligations Secured by Pledged Funds 19 Limited Liability. 20 Modifications or Supplements to Bond Resolution. 20 MUNICIPAL BOND INSURANCE 21 DEBT SERVICE SCHEDULE 22 THE AGENCY. 22 General. 22 Creation of Agency and Redevelopment Areas. 23 RDA Interlocal Agreement. 24 Powers 26 Eminent Domain Legislation. 27 Personnel 28 TRUST FUND REVENUES. 31 Historical Trust Fund Revenues. 31 Historical Debt Service Coverage 39 RISK FACTORS 39 Limited Obligation of Agency. 40 Tax Increment Financing 40 PENSION AND OTHER POST EMPLOYMENT BENEFITS 42 Defined Benefit Plans. 42 Other Post Employment Benefits. 42 LEGAL MATTERS. 43 LITIGATION. 44 ENFORCEABILITY OF REMEDIES. 44 TAX MATTERS 45 Series 2015A Bonds. 45 Series 2015B Bonds. 45 CONTINUING DISCLOSURE 48 FINANCIAL STATEMENTS 49 RATINGS. 49 FINANCIAL ADVISOR 50 iii UNDERWRITING. 50 VERIFICATION OF MATHEMATICAL COMPUTATIONS. 51 CONTINGENT FEES 51 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS. 52 AUTHORIZATION CONCERNING OFFICIAL STATEMENT. 52 CONCLUDING STATEMENT. 52 APPENDICES APPENDIX A - General Information and Economic Data Regarding the City of Miami Beach,Florida and Miami-Dade County,Florida. A-1 APPENDIX B - Excerpts from Comprehensive Annual Financial Report of the City of Miami Beach,Florida for the Fiscal Year Ended September 30, 2014. B-1 APPENDIX C - Financial Report of the Miami Beach Redevelopment Agency (A Component Unit of the City of Miami Beach,Florida) for the Fiscal Year Ended September 30,2014. C-1 APPENDIX D - The Bond Resolution. D-1 APPENDIX E - Proposed Form of Opinion of Bond Counsel E-1 APPENDIX F - Proposed Form of Opinion of Disclosure Counsel F-1 APPENDIX G - Form of Disclosure Dissemination Agent Agreement. G-1 [APPENDIX H - Specimen Municipal Bond Insurance Policy. H-1] iv OFFICIAL STATEMENT relating to $360,000,000* MIAMI BEACH REDEVELOPMENT AGENCY $ * $ * Tax Increment Revenue and Revenue Tax Increment Revenue and Revenue Refunding Bonds,Taxable Series 2015A Refunding Bonds,Series 2015B (City Center/Historic Convention Village) (City Center/Historic Convention Village) INTRODUCTION The purpose of this Official Statement, including the cover page and all appendices, is to set forth certain information relating to the Miami Beach Redevelopment Agency(the "Agency") and the issuance by the Agency of its $ * in aggregate principal amount of Tax Increment Revenue and Revenue Refunding Bonds, Taxable Series 2015A (City Center/Historic Convention Village) (the "Series 2015A Bonds") and its $ * in aggregate principal amount of Tax Increment Revenue and Revenue Refunding Bonds,Series 2015B(City Center/Historic Convention Village)(the"Series 2015B Bonds"and, collectively with the Series 2015A Bonds, the "Series 2015 Bonds"). The Series 2015 Bonds are being issued pursuant to and under the authority of the Constitution and laws of the State of Florida (the "State"), including particularly the Community Redevelopment Act of 1969, as amended, being Chapter 163, Part III, Florida Statutes, as amended, and other applicable provisions of law (the "Act") and Resolution No. -2015 adopted by the Chairman and members of the Agency (collectively, the "Commission") on October , 2015 (the "Bond Resolution"). See "APPENDIX D — The Bond Resolution." Issuance of the Series 2015 Bonds has been approved by the Mayor and City Commission of the City of Miami Beach, Florida (collectively, the "City Commission") by Resolution No. 2015- adopted by the City Commission on October , 2015. Issuance of the Series 2015 Bonds was further approved by the Agency pursuant to Resolution No. 607-2014 adopted by the Commission on November 19, 2014, by the City of Miami Beach, Florida (the "City") pursuant to Resolution No. 2014-28835 adopted by the City Commission on November 19, 2014 and by Miami-Dade County, Florida (the "County") pursuant to Resolution No. R-1110-14 adopted by the Board of County Commissioners of the County on December 16, 2014, each authorizing the execution and delivery of the Third Amendment to the Interlocal Cooperation Agreement dated January 20,2015 among the Agency,the City and the County. See "THE AGENCY - RDA Interlocal Agreement" herein. The Series 2015 Bonds will be issued in book-entry only form and purchasers of the Series 2015 Bonds will not receive certificates representing their interest in the Series 2015 Bonds purchased. The Series 2015 Bonds will contain such other terms and provisions, including provisions regarding redemption, as described in "DESCRIPTION OF THE SERIES 2015 BONDS" herein. To finance and refinance projects in the Redevelopment Area in accordance with the Redevelopment Plan (as such terms are hereinafter defined), the Agency has heretofore issued multiple series of Bonds pursuant to Resolution No. 150-94, adopted by the Commission on January 5, 1994, as * Preliminary, subject to change. supplemented (the "Prior Bond Resolution"). From its prior issuances, the Agency has outstanding (i) the $29,105,000 Miami Beach Redevelopment Agency Tax Increment Revenue Bonds, Taxable Series 1998A (City Center/Historic Convention Village), which are currently outstanding in the aggregate principal amount of$10,000,000 (the "Outstanding Series 1998A Bonds"); (ii) the $51,440,000 Miami Beach Redevelopment Agency Tax Increment Revenue Refunding Bonds, Taxable Series 2005A (City Center/Historic Convention Village), which are currently outstanding in the aggregate principal amount of $27,815,000 (the "Outstanding Series 2005A Bonds"); and (iii) the $29,930,000 Miami Beach Redevelopment Agency Tax Increment Revenue Refunding Bonds, Series 2005B (City Center/Historic Convention Village), which are currently outstanding in the aggregate principal amount of$17,175,000 (the "Outstanding Series 2005B Bonds" and, together with the Outstanding Series 1998A Bonds and the Outstanding Series 2005A Bonds, the "Outstanding Prior Bonds"). Proceeds of the Series 2015 Bonds will be used, together with certain other legally available moneys of the Agency, to (i) refund all of the Outstanding Prior Bonds; (ii) make a deposit to the Debt Service Reserve Account,including the cost of any Reserve Account Insurance Policy or Reserve Account Letter of Credit determined by the Agency to be advisable, to satisfy the Reserve Account Requirement relating to the Series 2015 Bonds (as such terms are defined in the Bond Resolution); (iii)finance certain costs of acquiring and constructing renovations to the Convention Center and related improvements which constitute a portion of the Series 2015 Redevelopment Project(as such terms are hereinafter defined); and (iv)pay costs of issuance of the Series 2015 Bonds and refunding the Outstanding Prior Bonds, including the premium for any municipal bond insurance policy that may be obtained in connection with the issuance of the Series 2015 Bonds. See "PURPOSE OF THE ISSUE" herein. The Series 2015 Bonds are solely payable from and secured by a pledge of and first lien on the Pledged Funds derived by the Agency from(i)Trust'Fund Revenues (as described herein); and(ii)except for moneys, securities and instruments in the Rebate Fund, all moneys, securities and instruments held in the funds and accounts established under the Bond Resolution. Additional Bonds may be issued, on a parity with the Series 2015 Bonds, upon satisfaction of the conditions described in the Bond Resolution. See "SECURITY AND SOURCES OF PAYMENT Additional Bonds" herein. The Series 2015 Bonds and any additional Bonds hereafter issued are collectively referred to herein as the "Bonds." The Series 2015 Bonds shall not be and shall not be deemed to constitute a debt, liability or obligation of the Agency, the City the County, the State or any political subdivision thereof within the meaning of any constitutional, statutory or charter provisions or limitations, or a pledge of the faith and credit of the Agency, the City, the County, the State or any political subdivision thereof but shall be payable solely from the Pledged Funds, and the obligations evidenced thereby shall not constitute a lien upon any property owned by or situated within the corporate territory of the Agency or the City,but shall constitute a lien only on the Pledged Funds, all in the manner provided in the Bond Resolution. See "SECURITY AND SOURCES OF PAYMENT —Limited Liability" herein. The Agency may elect to purchase a municipal bond insurance policy(the"Bond Insurance Policy")to be delivered by a municipal bond insurance provider(the"Bond Insurer")concurrently with the delivery of the Series 2015 Bonds to guarantee timely payment of the principal of and interest on the Series 2015 Bonds,or one or more maturities of the Series 2015 Bonds,and may elect to satisfy the Reserve Account Requirement,or any portion thereof,upon issuance of the Series 2015 Bonds with a Reserve Account Insurance Policy or Reserve Account Letter of Credit. 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 2 this entire Official Statement, as well as the documents and reports summarized or described herein. The description of the Series 2015 Bonds,the documents authorizing and securing the same,including,without limitation, the Bond Resolution, and the information from various reports contained herein are not comprehensive or definitive. All references herein to such documents and reports are qualified by the entire, actual content of such documents and reports. Copies of such documents and reports may be obtained from the Agency by contacting the Agency's Interim Chief Financial Officer, 1700 Convention Center Drive, Miami Beach, Florida 33139, Telephone number: (305) 673-7466. Capitalized terms used but not defined in this Official Statement shall have the meanings ascribed to such terms in the Bond Resolution. See "APPENDIX D - The Bond Resolution." PURPOSE OF THE ISSUE General The Series 2015A Bonds are being issued by the Agency for the purpose of providing funds that will be used, together with certain other legally available moneys of the Agency, to (i) provide for the advance refunding of all of the Outstanding Series 1998A Bonds; (ii) provide for the current refunding of all of the Outstanding Series 2005A Bonds; (iii) make a deposit to the Debt Service Reserve Account (including the cost of any Reserve Account Insurance Policy or Reserve Account Letter of Credit determined by the Agency to be advisable) to satisfy the Reserve Account Requirement relating to the Series 2015A Bonds; (iv) finance certain costs of acquiring and constructing renovations to the Miami Beach Convention Center (the "Convention Center") and related improvements, as more particularly described below in"PURPOSE OF THE ISSUE - Series 2015 Redevelopment Project" (collectively, the "Series 2015 Redevelopment Project"); and (v) pay costs of issuance of the Series 2015A Bonds and refunding the Outstanding Series 1998A Bonds and the Outstanding Series 2005A Bonds, including the portion of the premium allocable to the Series 2015A Bonds for any municipal bond insurance policy that may be obtained in connection with the issuance of the Series 2015 Bonds. The proceeds of the Series 2015B Bonds will be used,together with certain other legally available moneys of the Agency, to (i) provide for the current refunding of all of the Outstanding Series 2005B Bonds; (ii) make a deposit to the Debt Service Reserve Account (including the cost of any Reserve Account Insurance Policy or Reserve Account Letter of Credit determined by the Agency to be advisable) to satisfy the Reserve Account Requirement relating to the Series 2015B Bonds; (iii) finance certain costs of acquiring and constructing public renovations to the Convention Center and related public improvements which constitute a portion of the Series 2015 Redevelopment Project; and (iv) pay costs of issuance of the Series 2015B Bonds and refunding the Outstanding Series 2005B Bonds, including the portion of the premium allocable to the Series 2015B Bonds for any municipal bond insurance policy that may be obtained in connection with the issuance of the Series 2015 Bonds. Plan of Refunding A portion of the proceeds of the Series 2015A Bonds,together with certain other legally available moneys of the Agency,will be used to provide for the advance refunding of the Outstanding Series 1998A Bonds and for the current refunding of the Outstanding Series 2005A Bonds. A portion of the proceeds of the Series 2015B Bonds, together with certain other legally available moneys of the Agency, will be used to provide for the current refunding of the Outstanding Series 2005B Bonds. The Agency will call all of the Outstanding Series 2005A Bonds and all of the Outstanding Series 2005B Bonds for redemption on January , 2016 at a redemption price equal to 100% of the outstanding principal amount of such 3 Bonds, without premium. The Outstanding Series 1998A Bonds are not subject to optional redemption. Such Bonds shall be defeased upon issuance of the Series 2015A Bonds, as described herein. To effect the advance refunding of the Outstanding Series 1998A Bonds and the current refunding of the Outstanding Series 2005A Bonds, the Agency will enter into an Escrow Deposit Agreement (the "Taxable Bonds Escrow Agreement") on or prior to the delivery of the Series 2015A Bonds with U.S. Bank National Association, Jacksonville, Florida (the "Escrow Agent"). Pursuant to the terms of the Taxable Bonds Escrow Agreement,the Agency will deposit a portion of the proceeds of the Series 2015A Bonds, together with other legally available moneys of the Agency, into an escrow deposit trust fund to be maintained by the Escrow Agent(the"Taxable Bonds Escrow Deposit Trust Fund"). A portion of such proceeds and moneys will be applied on the date of delivery of the Series 2015A Bonds to the purchase of Government Obligations (as defined in the Taxable Bonds Escrow Agreement) 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 Taxable Bonds Escrow Deposit Trust Fund,will be sufficient to pay the principal of and interest due on (i) the Outstanding Series 1998A Bonds on their scheduled dates for payment, until final maturity on December 1, 2020, and (ii) the Outstanding Series 2005A Bonds to and including January , 2016, on which date the Outstanding Series 2005A Bonds will be redeemed. To effect the current refunding of the Outstanding Series 2005B Bonds,the Agency will enter into an Escrow Deposit Agreement (the "Tax-Exempt Bonds.Escrow Agreement") on or prior to the delivery of the Series 2015B Bonds with the Escrow Agent. Pursuant to the terms of the Tax-Exempt Bonds Escrow Agreement,the Agency will deposit a portion of the proceeds of the Series 2015B Bonds,together with other legally available moneys of the Agency, into an escrow deposit trust fund to be maintained by the Escrow Agent (the "Tax-Exempt Bonds Escrow Deposit Trust Fund"). A portion of such proceeds and moneys will be applied on the date of delivery of the Series 2015B Bonds to the purchase of Government Obligations(as defined in the Tax-Exempt Bonds Escrow Agreement)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 Tax-Exempt Bonds Escrow Deposit Trust Fund, will be sufficient to pay the principal of and interest due on the Outstanding Series 2005B Bonds to and including January ,2016,on which date the Outstanding Series 2005B Bonds will be redeemed. Subsequent to the deposit of moneys into the Taxable Bonds Escrow Deposit Trust Fund and the Tax-Exempt Bonds Escrow Deposit Trust Fund and the investment of such moneys as described in the preceding paragraphs, all of the Outstanding Prior Bonds, in the opinion of Bond Counsel, rendered in reliance upon schedules verified as to accuracy by Integrity Public Finance Consulting LLC,Jacksonville, Florida (the "Verification Agent"), will no longer be Outstanding under the provisions of the Prior Bond Resolution. See "VERIFICATION OF MATHEMATICAL COMPUTATIONS" herein. The maturing principal of and interest on the Government Obligations and cash held uninvested in the Taxable Bonds Escrow Deposit Trust Fund and the Tax-Exempt Bonds Escrow Deposit Trust Fund will not be available to pay principal of and interest on the Series 2015 Bonds. Series 2015 Redevelopment Project Spanning four (4) city blocks and located in the heart of the South Beach area of the City, the Convention Center currently accommodates meetings,conventions,trade shows and consumer shows. The facility originally opened in 1957 and received a major expansion and renovation in 1989, doubling its original size. Currently the Convention Center encompasses over 1,000,000 square feet of flexible space, 4 including;over 500,000 square feet of exhibit space and over 100,000 square feet of versatile,pre-function area space. It currently has seventy (70) meeting rooms comprised of 127,000 square feet. The Series 2015 Redevelopment Project includes a major renovation and expansion of the Convention Center to transform the building to "Class A" standards, including Silver LEED certification upgrades and enhanced technology. The design modifications will include reorientation of the exhibit halls, facade upgrades, site improvements along the canal and roadways adjacent to the development, the addition of a grand ballroom,junior ballrooms and meeting rooms. The newly renovated Convention Center will be a 1.4 million square foot,state-of-the-art event facility,with new ballrooms,meeting rooms, versatile indoor/outdoor public spaces and a new 5.8 acre public park containing a flexible lawn area, a food pavilion and a public plaza to honor the City's veterans. Such renovations and improvements related to the Convention Center upgrade are currently scheduled to be completed during Fiscal Year 2018 at a total cost of approximately $596 million, including the portion of such renovations and improvements which constitute the Series 2015 Redevelopment Project. The Series 2015 Redevelopment Project will consist of the Convention Center interior renovations, which will include the redistributed division of the four(4)main exhibition hall spaces and the additional programming of more flexible arrangements of private meeting rooms and additional indoor/outdoor versatile exhibition spaces. Currently, the four(4) main exhibit halls are divided into quadrants, two (2) accessible solely from Washington Avenue and the other two(2)accessible solely from Convention Center Drive. The new Convention Center will reorient the halls in an East/West direction, with the primary access from Convention Center Drive leading into a new grand, fully open, double story entry lobby. Washington Avenue will serve as a secondary means of pedestrian entry. The Series 2015 Redevelopment Project includes substantial improvements to the north of the Convention Center. Above a new enclosed ground floor parking area that will be separately financed will be a 60,000 square foot grand ballroom, offering vistas of the upgraded 21' Street Park located along Collins Canal, featuring the to-be-restored, historic Carl Fisher Clubhouse, the oldest public structure in the City. In addition, Convention Center Drive will become the main access point for vehicular access. Modifications will include a new median along Convention Center Drive and 19th Street, increasing the attractiveness of the streetscape and creating a more sophisticated boulevard experience. The Canal walkway will undergo a significant upgrade to create a more attractive northern portion of the Convention Center property. The Series 2015 Redevelopment Project also includes the demolition of the existing recreation center along Washington Avenue and replacement of an existing 800 vehicle surface parking lot with the new, 5.8 acre urban park, dining pavilion and Veterans Plaza. In addition to the renovations to the Convention Center and related improvements on the Convention Center property described above, certain ancillary projects related to the Convention Center improvements are also included in the Series 2015 Redevelopment Project. Set forth below is a brief description of such ancillary projects and the estimated cost of each project. $20,000,000 Lincoln Road improvements from Washington Avenue to Lenox Avenue The project will consist of refurbishment of Lincoln Road pedestrian mall, including new lighting,refurbishing pedestrian surfaces,street furnishings,healthy tree fertilization systems, milling and resurfacing pavement surfaces and cross walk enhancements. 5 ■ $12,000,000 Improvements to 17th Street and connectors to Lincoln Road - The Project will consist of enhancement of pedestrian experience from the Convention Center to Lincoln Road along Drexel Avenue, Pennsylvania Avenue and Meridian Avenue, including new lighting, sidewalk and road reconstruction, street furnishings, landscaping, healthy tree fertilization systems, irrigation and cross walk enhancements. $ 3,750,000 Bass Museum Interior Expansion Project - The project will consist of improvements to increase programmable space by forty-seven percent (47%). The Commission may determine by resolution to undertake other capital improvements to the Convention Center property or related ancillary projects in addition to and/or in lieu of the improvements or any portion of the improvements described above; provided, however, that such other capital improvements are authorized under the Third Amendment to the Interlocal Cooperation Agreement dated January 20, 2015 among the Agency, the City and the County. See "THE AGENCY - RDA Interlocal Agreement" herein. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 6 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 2015 Bonds: Sources of Funds Series 2015A Series 2015B Bonds Bonds Total Par Amount of Series 2015 Bonds $ $ $ Net Original Issue Discount/Premium Other Legally Available Moneys° Total Estimated Sources of Funds $ $ $ Uses of Funds Deposit to Taxable Bonds Escrow $ $ $ Deposit Trust Fund(2) Deposit to Tax-Exempt Bonds Escrow Deposit Trust Fund(2) Deposit to Series 2015 Construction Account(3) Deposit to Debt Service Reserve Account Cost of Issuance Deposit(4) Underwriters' Discount Total Estimated Uses of Funds $ $ $ (1) Constitutes amount held in the funds and accounts under the Prior Bond Resolution for the benefit of the Outstanding Prior Bonds. (2) See"PURPOSE OF THE ISSUE-Plan of Refunding"herein. (3) See"PURPOSE OF THE ISSUE - Series 2015 Redevelopment Project"herein. (4) To pay certain costs of issuance of the Series 2015 Bonds,including,without limitation,printing costs,bond counsel fees, disclosure counsel fees,fees of the financial advisor and any premium paid to the Bond Insurer for issuance of the Bond Insurance Policy and the Reserve Account Insurance Policy or Reserve Account Letter of Credit. DESCRIPTION OF THE SERIES 2015 BONDS General The Series 2015 Bonds will be dated the date of their delivery, will be issued in denominations of$5,000 or integral multiples thereof and will bear interest at the rates and mature on the dates and in the amounts set forth on the inside cover page of this Official Statement. Interest on the Series 2015 Bonds is payable on March 1, 2016 and semiannually thereafter on each September 1 and March 1 until maturity or earlier redemption. Such interest shall be calculated on the basis of a 360 day year consisting of twelve 30-day months. The Agency has appointed U.S. Bank National Association, Jacksonville, Florida, as the Paying Agent for the Series 2015 Bonds (the "Paying Agent") and as the registrar for the Series 2015 Bonds (the "Registrar"). 7 In any case where the maturity date of, or the date for the payment of the principal of or interest on the Series 2015 Bonds, or the date fixed for redemption of any Series 2015 Bonds shall be a Saturday, Sunday or a day on which any Paying Agent is required,or authorized or not prohibited,by law(including executive orders) to close and is closed, then payment of such interest or principal need not be paid by the Paying Agent on such date but may be paid on the next succeeding business day on which the Paying Agent is open for business with the same force and effect as if paid on the date of maturity or date fixed for redemption, and no interest shall accrue for the period after such date of maturity or date fixed for redemption. The Series 2015 Bonds 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 2015 Bonds will be made in book-entry-only form, without certificates. Unless a securities depository other than DTC is selected by the Agency, so long as the Series 2015 Bonds shall be in book-entry-only form,the principal of and interest on the Series 2015 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 2015 BONDS —Book-Entry Only System" herein. Redemption Provisions Optional Redemption The Series 2015 Bonds maturing on or before March 1,20 are not subject to redemption prior to maturity. The Series 2015 Bonds maturing on or after March 1, 20 are subject to redemption prior to maturity, at the option of the Agency, on or after 1, 20 in whole or in part at any time, in any order of maturity selected by the Agency and by lot or by such other manner as the Registrar shall deem appropriate within a maturity, at a redemption price equal to one hundred percent (100%) of the principal amount of the Series 2015 Bonds to be redeemed, together with accrued interest to the date fixed for redemption. Mandatory Sinking Fund Redemption The Series 2015 Bonds maturing on March 1, 20 are subject to mandatory sinking fund redemption in part prior to maturity, by lot or by such other manner as the Registrar shall deem appropriate, through the application of Amortization Requirements, at a redemption price equal to one hundred percent(100%) of the principal amount thereof, plus accrued interest to the redemption date, on March 1 of each year in the following amounts and in the years specified: Due Amortization (March 1) Requirement * * Final maturity. Moneys in the Bond Redemption Account shall be used solely for the purchase, redemption or payment at maturity of the Term Bonds payable therefrom at such times as the same are subject to 8 mandatory redemption or payment. However, the Agency may at any time use money held in the Bond Redemption Account for the payment of Amortization Requirements to purchase any Series 2015 Bonds that are Term Bonds at prices not greater than the then redemption price of said Term Bonds. If the Term Bonds are not then redeemable, the Agency may purchase said Term Bonds at prices not greater than the redemption price of such Term Bonds on the next ensuing redemption date. If, by the application of moneys in the Bond Redemption Account, the Agency shall purchase or call for redemption in any year Term Bonds in excess of the Amortization Requirements for such year, such excess of Term Bonds so purchased or redeemed shall be credited in such manner and at such times as the Executive Director shall determine over the remaining payment dates. Notice of Redemption Mailing of Notice of Redemption. Notice of redemption shall be given by deposit in the U.S. mails of a copy of a redemption notice, postage prepaid, at least thirty (30) and not more than sixty (60) days before the redemption date to all registered owners of the Series 2015 Bonds or portions of the Series 2015 Bonds to be redeemed at their addresses as they appear on the registration books to be maintained in accordance with the provisions of the Bond Resolution. Failure to mail any such notice to a registered owner of a Series 2015 Bond, or any defect therein, shall not affect the validity of the proceedings for redemption of any Series 2015 Bond or portion thereof with respect to which no failure or defect occurred. Such notice shall set forth the date fixed for redemption, the rate of interest borne by each Series 2015 Bond being redeemed, the date of publication, if any, of a notice of redemption, the name and address of the Registrar and the Paying Agent, the redemption price to be paid and, if less than all of the Series 2015 Bonds then Outstanding shall be called for redemption, the distinctive numbers and letters, including CUSIP numbers, if any, of such Series 2015 Bonds to be redeemed and, in the case of Series 2015 Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. If any Series 2015 Bond is to be redeemed in part only,the notice of redemption which relates to such Series 2015 Bond shall also state that on or after the redemption date, upon surrender of such Series 2015 Bond, a new Series 2015 Bond or Series 2015 Bonds in a principal amount equal to the unredeemed portion of such Series 2015 Bond will be issued. Any notice of redemption that is mailed in accordance with the provisions of the Bond Resolution shall be conclusively presumed to have been duly given, whether or not the owner of the Series 2015 Bond called for redemption receives such notice. In the case of an optional redemption of Series 2015 Bonds, the redemption notice may state that (a) it is conditioned upon the deposit of moneys with the Paying Agent 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 Agency 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 Agency delivers a written direction to the Registrar directing the Registrar to rescind the redemption notice. The Registrar shall give prompt notice of such rescission to the affected Bondholders. Any Bonds subject to Conditional Redemption where redemption has been rescinded shall remain Outstanding,and neither the rescission nor the failure by the Agency to make such moneys available shall constitute a default under the Bond Resolution. Effect of Redemption. Notice having been given in the manner and under the conditions described above, and with respect to a Conditional Redemption, the Conditional Redemption not having been 9 rescinded, the Series 2015 Bonds or portions of Series 2015 Bonds so called for redemption shall, on the redemption date designated in such notice, become and be due and payable at the redemption price provided for redemption of such Series 2015 Bonds or portions of Series 2015 Bonds on such date. On the date so designated for redemption,moneys for payment of the redemption price being held in separate accounts by the Paying Agent in trust for the registered owners of the Series 2015 Bonds or portions thereof to be redeemed, all as provided in the Bond Resolution, interest on the Series 2015 Bonds or portions of Series 2015 Bonds so called for redemption shall cease to accrue, such Series 2015 Bonds and portions of Series 2015 Bonds shall cease to be entitled to any lien, benefit or security under the Bond Resolution and shall be deemed paid thereunder, and the registered owners of such Series 2015 Bonds or portions of Series 2015 Bonds shall have no right in respect thereof except to receive payment of the redemption price thereof and to receive Series 2015 Bonds for any unredeemed portions of the Series 2015 Bonds. Book-Entry-Only System DTC will act as securities depository for the Series 2015 Bonds. The Series 2015 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 2015 Bond certificate will be issued for each maturity of the Series 2015 Bonds, as set forth on the inside cover page of this Official Statement, each in the aggregate principal amount of such maturity, 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 Standard&Poor's 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 and www.dtc.org. Purchases of Series 2015 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2015 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2015 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 10 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 2015 Bonds are to be accomplished by entries made on the books of DTC Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2015 Bonds, except in the event that use of the book-entry system for the Series 2015 Bonds is discontinued. To facilitate subsequent transfers, all Series 2015 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 2015 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 2015 Bonds. DTC has no knowledge of the actual Beneficial Owners of the Series 2015 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2015 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 the Series 2015 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2015 Bonds, such as redemptions, defaults and proposed amendments to the documents securing the Series 2015 Bonds. For example,Beneficial Owners of the Series 2015 Bonds may wish to ascertain that the nominee holding the Series 2015 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Registrar and request that copies of notices are provided directly to them. Redemption notices shall be sent by the Registrar to DTC. If less than all of the Series 2015 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 2015 Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Agency 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 2015 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the Series 2015 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 Agency or the Paying Agent on the payable date in accordance with their respective holdings shown on DTC's records. Payments by DTC Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, its nominee, the Paying Agent or the Agency, 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 Agency or the Paying Agent, disbursement of such payments to Direct Participants shall be the responsibility of 11 DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of DTC Participants. When reference is made to any action which is required or permitted to be taken by the Beneficial Owners, such reference shall only relate to those permitted to act(by statute, regulation or otherwise) on behalf of such Beneficial Owners for such purposes. When notices are given, they shall be sent by the Agency only to DTC. DTC may discontinue providing its services as securities depository with respect to the Series 2015 Bonds at any time by giving reasonable notice to the Agency or the Paying Agent. Under such circumstances, in the event that a successor securities depository is not obtained, bond certificates representing the Series 2015 Bonds are required to be printed and delivered. The Agency may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, bond certificates representing the Series 2015 Bonds will be printed and delivered. Thereafter, Series 2015 Bond certificates may be transferred and exchanged as described in the Bond Resolution. See "APPENDIX D - The Bond Resolution." SO LONG AS CEDE & CO., AS NOMINEE FOR DTC, IS THE SOLE REGISTERED OWNER OF THE SERIES 2015 BONDS,THE AGENCY,THE REGISTRAR AND THE PAYING AGENT SHALL TREAT CEDE & CO. AS THE ONLY OWNER OF THE SERIES 2015 BONDS FOR ALL PURPOSES UNDER THE BOND RESOLUTION, INCLUDING RECEIPT OF ALL PRINCIPAL OF AND INTEREST ON THE SERIES 2015 BONDS, RECEIPT OF NOTICES, VOTING AND REQUESTING OR DIRECTING THE AGENCY, THE REGISTRAR AND THE PAYING AGENT TO TAKE OR NOT TO TAKE, OR CONSENTING TO, CERTAIN ACTIONS UNDER THE BOND RESOLUTION. THE AGENCY, THE REGISTRAR AND THE PAYING AGENT HAVE NO RESPONSIBILITY OR OBLIGATION TO THE DTC PARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (A) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT; (B) THE PAYMENT BY ANY DTC PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL OF AND INTEREST ON THE SERIES 2015 BONDS; (C) THE DELIVERY OR TIMELINESS OF DELIVERY BY ANY DTC PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE BOND RESOLUTION TO BE GIVEN TO BONDHOLDERS; OR (D) OTHER ACTION TAKEN BY DTC OR CEDE & CO., AS THE REGISTERED OWNER OF THE SERIES 2015 BONDS. The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that the Agency believes to be reliable, but the Agency and the Underwriters take no responsibility for the accuracy of such information. SECURITY AND SOURCES OF PAYMENT Pledged Funds The payment of the principal of,redemption premium,if any,and interest on all Bonds are secured equally and ratably by a first lien on and pledge of the Pledged Funds,which consist of(i)the Trust Fund Revenues and(ii)except for moneys,securities and instruments in the Rebate Fund,all moneys,securities and instruments held in the funds and accounts established under the Bond Resolution. "Trust Fund Revenues" means the revenues derived from the Redevelopment Area and received by the Agency for deposit into the Trust Fund pursuant to Section 163.387,Florida Statutes, as amended, and Ordinances of 12 the City and the County establishing the Trust Fund and providing for the deposit therein of tax increment revenues from each "taxing authority," in accordance with the provisions of the Act. Pursuant to such provisions of the Act and Ordinances of the City and the County, as of the issuance of the Series 2015 Bonds,"taxing authority"shall mean the City and the County. See"THE AGENCY-Creation of Agency and Redevelopment Areas" herein. "Redevelopment Area" means the "City Center/Historic Convention Village Redevelopment and Revitalization Area" located within the City and found by the City to be a "blighted area" within the meaning of the Act and as described in the Redevelopment Plan,as the geographic boundaries of such area may be changed from time to time,as permitted under the Act. See"THE AGENCY-Creation of Agency and Redevelopment Areas" herein. Trust Fund. In accordance with Section 163.387 of the Act, annual funding of the Trust Fund must be in an amount not less than that increment in the income, proceeds, revenues and funds of each taxing authority derived from or held in connection with the undertaking or carrying out of the Redevelopment Plan. The increment is an amount equal to ninety-five percent (95%) of the difference between: (i) The amount of ad valorem taxes levied each year by each taxing authority, exclusive of any amount from any debt service millage, on taxable real property contained within the geographic boundaries of the Redevelopment Area; and (ii) The amount of ad valorem taxes which would have been produced by the rate upon which the tax is levied each year by or for each taxing authority, exclusive of any debt service millage, upon the total of the assessed value of the taxable real property in the Redevelopment Area, as shown on the most recent assessment roll used in connection with the taxation of such property by each taxing authority prior to the effective date of the ordinance establishing the Trust Fund (the "Base Year"). The Base Year for the Redevelopment Area is 1992. Each taxing authority must, by January 1 of each year, appropriate to the Trust Fund for so long as any Bonds are Outstanding a sum which is no less than the increment defined in the Act accruing to such taxing authority. Any taxing authority that does not pay the increment to the Trust Fund by January 1 must pay an amount equal to five percent (5%) of the amount of the increment and must pay interest on the amount of the increment equal to one percent (1%) for each month the increment is outstanding; provided, however, that the Agency may waive such penalty payments in whole or in part. The increment is used to measure the amount of the contribution which must be appropriated and contributed by each taxing authority that is required to make payments. The taxing authorities are not required and cannot be compelled to levy ad valorem taxes to generate any such increment to make such payments. The statutory obligation of a taxing authority to make the required payments to a community redevelopment trust fund continues for so long as a community redevelopment agency has indebtedness outstanding pledging tax increment revenues to the payment thereof, but not to exceed thirty (30) fiscal years from the date tax increment revenues were first deposited into the redevelopment trust fund or the fiscal year in which the redevelopment plan is subsequently amended and in no event later than sixty(60) years after the fiscal year in which the redevelopment plan was initially approved or adopted. Additionally,the obligation of the governing body which established a community redevelopment agency to fund the community redevelopment trust fund annually continues until all loans, advances and 13 indebtedness, if any, and interest thereon, of a community redevelopment agency incurred as a result of redevelopment in a community redevelopment area have been paid. The original Redevelopment Plan was adopted by the Agency and approved by the City on February 12, 1993 and by the County on March 30, 1993. The Redevelopment Plan has been amended by the Agency since its original adoption. The Redevelopment Plan was most recently amended on November 19, 2014 to, among other things, extend the time period for the existence of the Agency from the Fiscal Year ending September 30, 2023 to the earlier of(i) the date no indebtedness pledging tax increment revenues of the Agency remains outstanding or (ii) March 30, 2044. Such amendment was approved by the Agency and the City on November 19, 2014 and by the County on December 14, 2014. See "THE AGENCY—Creation of Agency and Redevelopment Areas and-RDA Interlocal Agreement" herein. Exemptions from Trust Fund. Notwithstanding the foregoing description of the requirements imposed on each taxing authority to deposit tax increment revenues into the Trust Fund, Section 163.387(2)(c) of the Act exempts from payment of the tax increment described above the following: (i) A special district that levies ad valorem taxes on taxable real property in more than one county; (ii) A special district for which, at the time the ordinance providing for the funding of the redevelopment trust fund is adopted, the sole available source of revenue such district has the authority to levy is ad valorem taxes; or any revenues or aid of such special district that may be dispensed or appropriated to a mosquito control district at the discretion of an entity other than such district; (iii) A library district,unless the community redevelopment agency had validated bonds as of April 30, 1984; (iv) A neighborhood improvement district created by the laws of the State under the Safe Neighborhoods Act; (v) A metropolitan transportation authority; or (vi) A water management district created under Section 373.069, Florida Statutes. None of the taxing authorities of the Agency are exempt from the payment of tax increment pursuant to Section 163.387(2)(c) of the Act. In addition to the exemptions provided in Section 163.387(2)(c)of the Act, Section 163.387(2)(d) of the Act provides that the City may exempt from payment of the tax increment described above special districts that levy ad valorem taxes within the community redevelopment area of the Agency, either in the City's sole discretion or in response to a request from a special district. The Agency has entered into several Interlocal Agreements relating to the use of Trust Fund Revenues. The most recent of such agreements is the Third Amendment to the Interlocal Cooperation Agreement dated January 20,2015 (the "Third Amendment") among the Agency,the City and the County. The three(3) taxing authorities in the Redevelopment Area are the City,the County and The Children's Trust. However, pursuant to the terms of the Third Amendment,upon the refunding of all of the Outstanding Prior Bonds, The Children's Trust shall become exempt from the requirement to deposit tax increment revenues into the Trust Fund. As a 14 result of the Third Amendment, upon issuance of the Series 2015 Bonds, The Children's Trust shall constitute a taxing authority that shall be exempt pursuant to Section 163.387(2)(d) of the Act. Each of the other provisions under the Third Amendment which have an impact on Trust Fund Revenues are obligations that are subordinate to the requirement to make deposits into the funds and accounts under the Bond Resolution to satisfy the Debt Service Requirement and the Reserve Account Requirement. See "SECURITY AND SOURCES OF PAYMENT -Flow of Funds" herein. Flow of Funds Creation of Funds and Accounts. Pursuant to the Act, the City and the County created the Trust Fund and established the Redevelopment Area. See "THE AGENCY - Creation of Agency and Redevelopment Areas" herein. The Bond Resolution created the "Miami Beach Redevelopment Agency Sinking Fund (City Center/Historic Convention Village)" (the "Sinking Fund") and established four (4) separate accounts therein for the benefit of the Holders of all Outstanding Bonds. The accounts created in the Sinking Fund are the"Interest Account,"the"Principal Account,"the"Bond Redemption Account" and the "Debt Service Reserve Account." The Bond Resolution also created the "Miami Beach Redevelopment Agency Rebate Fund (City Center/Historic Convention Village)"(the"Rebate Fund"),which fund shall be maintained by the Agency separate and apart from all other funds and accounts of the Agency and which fund shall not be subject to the lien of the Bond Resolution in favor of Holders of the Bonds. The Agency shall deposit Pledged Funds into the Rebate Fund in the amounts required to be paid to the United States of America to satisfy the arbitrage rebate covenants made by the Agency in connection with the issuance of Tax-Exempt Bonds. In addition,the Bond Resolution created the"Miami Beach Redevelopment Agency Construction Fund(City Center/Historic Convention Village)"(the"Construction Fund"). Separate accounts within the Construction Fund shall be created for the deposit of proceeds of each Series of Bonds and other available moneys to fund Redevelopment Projects being funded from proceeds of such Series of Bonds and other available moneys. Proceeds and other moneys on deposit in the Construction Fund shall be disbursed by the Agency to pay costs of the Redevelopment Project for which the applicable Series of Bonds was issued. If for any reason moneys in the Construction Fund, or any part thereof, including any investment earnings on deposit therein, are not necessary for, or are not applied to the purposes provided for the applicable Series of Bonds,then such unapplied proceeds, upon certification of a duly authorized official of the Agency that such surplus proceeds are not needed for such purposes, shall be applied to the redemption or purchase or payment of principal of Outstanding Bonds. Each of the funds and accounts created in the Bond Resolution shall be held and administered by the Agency. Such funds and accounts shall constitute trust funds(except for the Rebate Fund)held solely for the purposes provided in the Bond Resolution. Deposit and Use of Trust Fund Revenues. As soon as the same are received by the Agency, all Trust Fund Revenues shall be deposited into the Trust Fund. The Trust Fund shall constitute a trust fund for the purposes provided in the Bond Resolution, shall be held by the Agency and shall be maintained separate and distinct from all other funds of the Agency and used only for the purposes and in the manner provided in the Bond Resolution and the Act. In each Fiscal Year, all Trust Fund Revenues deposited in the Trust Fund during such Fiscal Year shall be disposed of by the Agency only in the following manner: 15 (1) Trust Fund Revenues shall first be used, to the full extent required, for deposit into the Interest Account in the Sinking Fund, immediately upon receipt of such Trust Fund Revenues, of such sums as shall be sufficient to pay the interest becoming due on the Bonds during the current calendar year(or if such Trust Fund Revenues are deposited in the Trust Fund during the first quarter of such Fiscal Year,to pay the interest becoming due on the Bonds through the end of the next succeeding calendar year); provided, however, that such deposit for interest shall not be required to be made into the Interest Account to the extent that money on deposit therein is sufficient for such purpose. The Agency shall, on the business day prior to each Interest Payment Date, transfer to the Paying Agent moneys in an amount equal to the interest due on such Interest Payment Date or shall advise the Paying Agent of the amount of any deficiency in the amount on deposit in the Interest Account so that the Paying Agent may give appropriate notice required to provide for the payment of such deficiency from any Reserve Account Insurance Policy or Reserve Account Letter of Credit on deposit in the Debt Service Reserve Account. (2) (a) Trust Fund Revenues shall next be used, to the full extent required, for deposit into the Principal Account in the Sinking Fund, immediately upon receipt of such Trust Fund Revenues, of such sums as shall be sufficient to pay the principal amount of Serial Bonds which will mature during the current calendar year(or if such Trust Fund Revenues are deposited in the Trust Fund during the first quarter of such Fiscal Year,to pay the principal amount of Serial Bonds which will mature through the end of the next succeeding calendar year); provided, however, that such deposit for principal shall not be required to be made into the Principal Account to the extent that money on deposit therein is sufficient for such purpose. The Agency shall, on the business day prior to each principal payment date, transfer to the Paying Agent moneys in an amount equal to the principal due on such principal payment date or shall advise the Paying Agent of the amount of any deficiency in the amount on deposit in the Principal Account so that the Paying Agent may give appropriate notice required to provide for the payment of such deficiency from any Reserve Account Insurance Policy or Reserve Account Letter of Credit on deposit in the Debt Service Reserve Account. (b) Trust Fund Revenues shall next be used, to the full extent required, for deposit into the Bond Redemption Account in the Sinking Fund,immediately upon receipt of such Trust Fund Revenues, of such Amortization Requirements as may be required for the payment of the Term Bonds payable from the Bond Redemption Account during the current calendar year(or if such Trust Fund Revenues are deposited in the Trust Fund during the first quarter of such Fiscal Year, for the payment of the Term Bonds payable from the Bond Redemption Account through the end of the next succeeding calendar year). (3) Trust Fund Revenues shall next be used, to the full extent required, for deposit into the Debt Service Reserve Account, immediately upon receipt of such Trust Fund Revenues, of the difference between the amount on deposit in the Debt Service Reserve Account(including any Reserve Account Insurance Policy or Reserve Account Letter of Credit) and the Reserve Account Requirement for the Bonds Outstanding, and, provided further, that no payments shall be required to be made into the Debt Service Reserve Account whenever and as long as the amount deposited therein (including any Reserve Account Insurance Policy or Reserve Account Letter of Credit) shall be equal to the Reserve Account Requirement for the Bonds Outstanding. 16 (4) Trust Fund Revenues shall next be used for the payment of any subordinated obligations issued by the Agency under the Bond Resolution, which subordinate obligations shall have such lien on the Trust Fund Revenues as the Agency shall determine in the proceedings authorizing the issuance of such subordinated obligations. (5) Thereafter, the balance of any Trust Fund Revenues remaining in the Trust Fund shall, subject to the requirement to deposit moneys into the Rebate Fund, be used by the Agency for any lawful purposes, including payment of any fees and expenses of the Fiduciaries;provided, however, that none of such Trust Fund Revenues shall ever be used for the purposes provided in this paragraph(5)unless all payments required in paragraphs(1)through(4)above,including any deficiencies for prior payments and any amounts due to the issuer of any Reserve Account Insurance Policy or Reserve Account Letter of Credit, have been made in full to the date of such use. Notwithstanding anything in the preceding paragraphs (1)and(2)to the contrary,failure to make the scheduled payments specified therein shall not constitute a breach of the Agency's obligations under the Bond Resolution so long as, on the date that any interest or principal payment is due on the Bonds, monies sufficient to make such payment are on deposit in the Interest Account, Principal Account or the Bond Redemption Account, as the case may be. In addition, if any amount applied to the payment of principal of,premium, if any, and interest on the Bonds that would have been paid from an account in the Sinking Fund, is paid instead under a Credit Facility, amounts deposited in such relevant account may be paid, to the extent required, to the issuer of the Credit Facility having therefore made said corresponding payment. Debt Service Reserve Account The Bond Resolution established the Debt Service Reserve Account for the benefit of the Bonds and requires that the amount held therein equal the Reserve Account Requirement. "Reserve Account Requirement" means the least of(i) the Maximum Annual Debt Service on all Bonds Outstanding, (ii) 125% of the Average Annual Debt Service on all Bonds Outstanding, or(iii) 10% of the proceeds of the Bonds within the meaning of the Code. Moneys in the Debt Service Reserve Account shall be used only for the purpose of making payments of principal of and interest on the Bonds when the moneys in the Funds and Accounts held pursuant to the Bond Resolution and available for such purpose are insufficient therefor. Any moneys in the Debt Service Reserve Account in excess of the Reserve Account Requirement for the Bonds Outstanding may, in the discretion of the Agency,be transferred to and deposited in the Interest Account, the Principal Account or the Bond Redemption Account as the Agency at its option may determine. Notwithstanding the foregoing provisions, in lieu of or in substitute for the required deposits (including existing deposits therein) into the Debt Service Reserve Account, the Agency may cause to be deposited into the Debt Service Reserve Account a Reserve Account Insurance Policy or a Reserve Account Letter of Credit for the benefit of the Holders of the Bonds Outstanding,which Reserve Account Insurance Policy or Reserve Account Letter of Credit shall be payable or available to be drawn upon, as the case may be(upon the giving of notice as required thereunder),on any Interest Payment Date on which a deficiency exists which cannot be cured by moneys in any other Fund or Account held pursuant to the Bond Resolution and available for such purpose. 17 If any such Reserve Account Insurance Policy or Reserve Account Letter of Credit is substituted for moneys on deposit in the Debt Service Reserve Account, the excess moneys in the Debt Service Reserve Account shall be transferred to and deposited in the Interest Account, the Principal Account or the Bond Redemption Account as the Agency at its option may determine. If a disbursement is made under the Reserve Account Insurance Policy or the Reserve Account Letter of Credit, the Agency shall be obligated to either reinstate the maximum limits of such Reserve Account Insurance Policy or Reserve Account Letter of Credit following such disbursement or to deposit into the Debt Service Reserve Account from the Trust Fund Revenues funds in the amount of the disbursements made under such Reserve Account Insurance Policy or Reserve Account Letter of Credit, or a combination of such alternatives as shall equal the Reserve Account Requirement for the Bonds Outstanding. In the event that upon the occurrence of any deficiency in the Interest Account, the Principal Account or the Bond Redemption Account, the Debt Service Reserve Account is then funded with one or more Reserve Account Insurance Policies and/or Reserve Account Letters of Credit, the Agency or the Paying Agent,as applicable, shall,on an interest or principal payment date or mandatory redemption date to which such deficiency relates, draw upon or cause to be paid under such facilities, on a pro-rata basis thereunder, an amount sufficient to remedy such deficiency, in accordance with the terms and provisions of such facilities and any corresponding reimbursement or other agreement governing such facilities; provided however,that if at the time of such deficiency the Debt Service Reserve Account is only partially funded with one or more Reserve Account Insurance Policies and/or Reserve Account Letters of Credit, prior to drawing on such facilities or causing payments to be made thereunder,the Agency shall first apply any cash and securities on deposit in the Debt Service Reserve Account to remedy the deficiency and, if after such application a deficiency still exists, the Agency or the Paying Agent, as applicable, shall make up the balance of the deficiency by drawing on such facilities or causing payments to be made thereunder. Amounts drawn or paid under a Reserve Account Insurance Policy or Reserve Account Letter of Credit shall be applied only for the purpose of making payments of principal of and interest on the Bonds when the moneys in the Funds and Accounts held pursuant to the Bond Resolution and available for such purpose are insufficient therefor. Any amounts drawn or paid under a Reserve Account Insurance Policy or Reserve Account Letter of Credit shall be reimbursed to the issuer thereof in accordance with the terms and provisions of the reimbursement or other agreement governing such facility. [The Agency will, on the date of issuance of the Series 2015 Bonds, deposit into the Reserve Account from proceeds of the Series 2015 Bonds an amount equal to the Reserve Account Requirement for the Series 2015 Bonds or, in lieu of such a deposit or any portion thereof, will deposit a Reserve Account Insurance Policy and/or Reserve Account Letter of Credit.] Additional Bonds Pursuant to the Bond Resolution, no additional Bonds, payable out of the Pledged Funds, including,without limitation,Trust Fund Revenues,on a parity with the Series 2015 Bonds shall be issued unless certain conditions set forth in the Bond Resolution are met, including: (i) The Agency must be current in all deposits and payments required under the Bond Resolution and the Agency must be currently in compliance with the covenants and provisions of the Bond Resolution and any supplemental resolution hereafter adopted for the issuance of additional parity Bonds,unless upon the issuance of such additional parity Bonds the Agency will be in compliance with all such covenants and provisions; 18 (ii) The aggregate of the Trust Fund Revenues (not including any portion thereof which may be attributable to investment earnings)received by the Agency during the immediately preceding Fiscal Year were at least equal to one hundred fifty percent (150%) of the Maximum Annual Debt Service on(a)the Bonds originally issued pursuant to the Bond Resolution and then Outstanding, (b)any additional parity Bonds theretofore issued and,then Outstanding, and(c)the additional parity Bonds then proposed to be issued. The Agency need not comply with the requirement described in subparagraph (ii) above in the issuance of additional parity Bonds if and to the extent the Bonds to be issued are refunding Bonds delivered in lieu of or in substitution for Bonds originally issued under the Bond Resolution or previously issued additional parity Bonds, if the Agency shall cause to be delivered a certificate of the Executive Director of the Agency setting forth(1) the Maximum Annual Debt Service (a)with respect to the Bonds of all Series Outstanding immediately prior to the date of authentication and delivery of such refunding Bonds, and (b) with respect to the Bonds of all Series to be Outstanding immediately thereafter, and (2) that the Maximum Annual Debt Service set forth pursuant to (b) above is no greater than that set forth pursuant to (a) above. The term"additional parity Bonds" shall be deemed to mean additional obligations evidenced by Bonds issued under the provisions and within the limitations set forth in the Bond Resolution,as generally described herein, to finance Redevelopment Projects payable from the Pledged Funds on a parity with Bonds originally authorized and issued pursuant to the Bond Resolution. Such Bonds shall be deemed to have been issued pursuant to the Bond Resolution the same as the Bonds originally authorized and issued pursuant to the Bond Resolution and all of the covenants and other provisions of the Bond Resolution (except as to details of such Bonds evidencing such additional parity obligations inconsistent therewith) shall be for the equal benefit, protection and security of the Holders of any Bonds originally authorized and issued pursuant to the Bond Resolution and the Holders of any Bonds evidencing additional obligations subsequently issued within the limitations of and in compliance with the provisions herein describing the issuance of additional parity Bonds. All of such Bonds, regardless of the time or times of their issuance, shall rank equally with respect to their lien on the Pledged Funds and their sources and security for payment therefrom, without preference of any Bonds over any other Bonds. The term "additional parity Bonds" shall not be deemed to include bonds, notes, certificates or other obligations subsequently issued in accordance with the Bond Resolution, the lien of which on the Pledged Funds is subject to the prior and superior lien on the Pledged Funds of the Bonds. The Agency has covenanted in the Bond Resolution that it shall not issue any obligations whatsoever payable from the Pledged Funds which rank prior to or equally as to lien and source and security for their payment from the Pledged Funds with the Bonds, except in the manner and under the conditions provided in the Bond Resolution for the issuance of additional parity Bonds or pursuant to the provisions of the Bond Resolution relating to the issuance of other obligations thereunder. Also, see "THE AGENCY - RDA Interlocal.Agreement" for a description of certain additional restrictions relating to the issuance of additional parity Bonds. Other Obligations Secured by Pledged Funds Except upon the conditions and in the manner provided in the Bond Resolution, the Agency has covenanted that it will not issue any other obligations payable from the Pledged Funds, nor voluntarily create or cause to be created any debt, lien,pledge, assignment, encumbrance or any other charge having priority to or being on a parity with the lien of the Bonds on the Pledged Funds; provided, however, that 19 the Agency may (i) enter into agreements with issuers of Credit Facilities which involve liens on the Pledged Funds on a parity with that of the Series of Bonds or portion thereof which is supported by such Credit Facilities solely with respect to any reimbursement obligations due such issuers which evidence amounts equal to the scheduled stated principal(including,without limitation,Amortization Requirements) and interest due on the Series of Bonds or portion thereof which is supported by such Credit Facilities. Any other obligations, in addition to the Bonds authorized by the Bond Resolution or additional parity Bonds issued under the terms, restrictions and conditions contained in the Bond Resolution, and obligations to issuers of Credit Facilities as described above,shall provide that such obligations are junior, inferior and subordinate in all respects to the Bonds issued pursuant to the Bond Resolution as to lien on and source and security for payment from the Pledged Funds and in all other respects. However, nothing in the Bond Resolution shall be deemed to prohibit the Agency from entering into currency swaps or other arrangements for hedging interest rates on any indebtedness. Also, see "THE AGENCY - RDA Interlocal Agreement" for a description of certain additional restrictions relating to the issuance of obligations payable from the Pledged Funds. Limited Liability The Series 2015 Bonds shall not be and shall not be deemed to constitute a debt, liability or obligation of the Agency, the City, the County, the State or any political subdivision thereof within the meaning of any constitutional, statutory or charter provisions or limitations, or a pledge of the faith and credit of the Agency, the City, the County, the State or any political subdivision thereof, but shall be payable solely from the Pledged Funds. No Holder or Holders of any Series 2015 Bonds shall ever have the right to compel the exercise of the ad valorem taxing power of the City, the County, the State or any political subdivision thereof, or taxation in any form of any real or personal property therein, or the application of any funds of the Agency,the City,the County,the State or any political subdivision thereof to pay the Series 2015 Bonds or the interest thereon or the making of any sinking fund or reserve payments provided for in the Bond Resolution,other than the Pledged Funds. The Series 2015 Bonds and the obligations evidenced thereby shall not constitute a lien upon any property owned by or situated within the corporate territory of the Agency or the City, but shall constitute a lien only on the Pledged Funds, to the extent, in the manner, and with the priority of application provided in the Bond Resolution. See "APPENDIX D - The Bond Resolution." Modifications or Supplements to Bond Resolution No adverse material modification or amendment may be made to the Bond Resolution without the consent in writing of(a) the Holders of more than fifty percent (50%) in aggregate principal amount of the Bonds then Outstanding or (b) in case less than all of the several Series of Bonds then Outstanding are affected by the modification or amendment,the Holders of more than fifty percent(50%)in aggregate principal amount of the Bonds of each Series so affected and Outstanding at the time such consent is given. However, no modification or amendment shall permit (i) a change in the maturity of any of the Bonds or a reduction in the rate of interest thereon, (ii) a change in the promise of the Agency to pay the principal of and interest on any Bonds, as the same mature or become due, from the Pledged Funds, or (iii)a reduction in the required percentage of Holders of the Bonds, as described above, for modifications or amendments, without the consent of all of the Holders of the Bonds outstanding. For the purpose of Bondholders' voting rights or consents authorized by the Bond Resolution, the consent of the Holders of any additional Series of Bonds shall be deemed given if the underwriters or initial purchasers for resale consent in writing to such supplemental resolution and the nature of the 20 amendment effected by such supplemental resolution is disclosed in the official statement or other offering document pursuant to which such additional Series of Bonds is offered and sold to the public. In addition, for purposes of providing the written consent of the Holders of any Series of Bonds to any supplemental resolution modifying or amending any term or provision of the Bond Resolution, to the extent any Series of Bonds is secured by a Credit Facility,the consent of the issuer the Credit Facility for such Series of Bonds shall constitute the consent of the Holders of such Bonds. Notwithstanding the foregoing, the Agency may, from time to time, without the consent of the Holders of any Series of Bonds, amend, change, modify or alter the Bond Resolution for any of the specifically authorized reasons set forth in Sections 601(a) through (h) of the Bond Resolution. See "APPENDIX D - The Bond Resolution." MUNICIPAL BOND INSURANCE TO COME, IF NEEDED [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 21 DEBT SERVICE SCHEDULE The following table sets forth the Debt Service Requirement for each Fiscal Year for the Series 2015 Bonds. Total Fiscal Series 2015A Bonds Series 2015B Bonds Outstanding Year Principal Interest Total Principal Interest Total Bonds 2016 $ $ $ $ $ $ $ 2017 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 Total $ $ $ $ $ $ $ THE AGENCY General The Agency is a public body corporate and politic, and a public instrumentality, created by the City in 1976 pursuant to the Act in order to pursue a program of community redevelopment within designated portions of the City, as permitted by the Act. The primary objective of the Agency is to formulate and implement a workable program for utilizing appropriate private and public resources to eliminate and prevent the development and spread of blighted conditions in the designated redevelopment areas. 22 The funding required to accomplish the objectives of the Agency may involve a variety of sources, but emphasis for such funding is placed primarily on tax increment revenue financings. Tax increment revenue financing provides a mechanism for tax revenues generated by properties within slum and blighted areas to effectively pay for redevelopment in the area, without reducing the amount of tax revenues received by taxing authorities in the area when the redevelopment trust fund is created. See"SECURITY AND SOURCES OF PAYMENT —Pledged Funds" herein. Creation of Agency and Redevelopment Areas On January 26, 1993, the Board of County Commissioners of Miami-Dade County, Florida (the "County Commission") adopted Resolution No. R-14-93, which among other things (i) found the area in the City bounded on the East by the Atlantic Ocean, on the North by 24th Street, on the West by West Avenue and on the South by 14th Lane (the "Redevelopment Area") to be a "blighted area," within the meaning of Section 163.340(8) of the Act, (ii) determined that the Redevelopment Area was in need of rehabilitation, conservation, redevelopment, or a combination of such activities and (iii) delegated to the City, pursuant to Section 163.410 of the Act, the power to (a) make findings and determine the Redevelopment Area to be a slum and/or blighted area, (b) make findings of necessity as to the rehabilitation, conservation, and/or redevelopment of the Redevelopment Area, (c) create a community redevelopment agency and delegate powers to the agency, or declare itself as the agency with the power to exercise such powers assigned to the agency,and(d)initiate,prepare and adopt a plan of redevelopment and any amendments thereto, subject to the review and approval of the County Commission. In response to the findings in Resolution No. R-14-93, on February 3, 1993 the City Commission adopted Resolution No.93-20709,which among other things(i)declared the Redevelopment Area,known as the"City Center/Historic Convention Village Redevelopment and Revitalization Area,"to be a"blighted area," (ii) determined that the Redevelopment Area was in need of rehabilitation, conservation, redevelopment, or a combination of such activities, (iii) declared that the City's existing community redevelopment agency would serve as the community redevelopment agency for the Redevelopment Area, with all of the powers permitted a community redevelopment agency under the Act, and with the City Commission serving as the members of the Agency, and (iv) directed the initiation, preparation and adoption of a redevelopment plan for the Redevelopment Area. On February 3, 1993,the Agency adopted Resolution No. 126-93 accepting the findings and delegations of the City in Resolution No. 93-20709. As directed,the Agency caused the Redevelopment Plan to be prepared. The Redevelopment Plan provided for initiatives and objectives to revitalize the area surrounding the Convention Center and Lincoln Road and foster the development of a convention hotel and necessary linkages to the Convention Center. Pursuant to Resolution No. 93-2072 adopted by the City Commission on February 12, 1993, the City approved the Redevelopment Plan and directed its implementation. The Redevelopment Plan and the Interlocal Cooperation Agreement between the City and the County,dated and executed on November 16, 1993 (the "RDA Interlocal Agreement")providing for certain responsibilities related to operations in the Redevelopment Area, were approved by the County pursuant to Resolution No. R-317-93 adopted by the County Commission on March 30, 1993. In accordance with Section 163.387 of the Act,on February 24, 1993 the City Commission enacted Ordinance No. 93-2836 to create the Trust Fund. On April 27, 1993 the County Commission enacted Ordinance No. 93-28 approving the creation of the Trust Fund. Ordinance No. 93-2836 was amended by the City Commission's enactment of Ordinance No. 2014-3901 on November 8, 2014 and Ordinance No. 93-28 was amended by the County Commission's enactment of Ordinance No. 14-133 on December 16, 2014 Such amending Ordinances approved on behalf of the City and the County,respectively,amendments 23 to the Trust Fund to provide for (i) extension of the Trust Fund to the earlier of March 31, 2044 or the date the Agency Indebtedness is no longer outstanding and (ii) exemption of The Children's Trust from the obligation to deposit tax increment into the Trust Fund upon the earlier of March 31, 2023 or the date the Outstanding Prior Bonds are no longer outstanding. The Redevelopment Area is located partly within and partly adjacent to the City's Art Deco District,and covers approximately fifty(50)city blocks,containing approximately three hundred thirty-two (332) acres of land, [of which approximately twenty-nine percent (29%) is currently occupied by public space and approximately seventy-one percent (71%) by private use.] The Redevelopment Area includes the Lincoln Road Mall,the Convention Center, the Fillmore Miami Beach at the Jackie Gleason Theater, the Loews Miami Beach Hotel, the Royal Palm Crowne Plaza Resort Hotel and the Collins Park Cultural Center. The Redevelopment Area is the second area within the City to be designated for redevelopment by the Agency. The first of such areas included the redevelopment of South Shore, which is the area of the City South of Sixth Street. Such redevelopment area is known as the South Pointe Redevelopment District. As of September 30, 2005, the South Pointe Redevelopment District ceased to be a redevelopment area of the Agency. RDA Interlocal Agreement To provide for responsibilities and operations of the Agency and certain uses of Trust Fund Revenues, the City and the County have entered into various agreements, including amendments to the RDA Interlocal Agreement. The most recent of such agreements is the Third Amendment entered into by the Agency, the City and the County, which became effective on January 20, 2015. Among other things, the Third Amendment provided for the following: (1) approval for the issuance of tax increment revenue bonds by the Agency in one or more series in an aggregate principal amount not to exceed $430 million, maturing not later than March 31, 2044, for the purpose of: (a) refunding all of the Outs tanding Prior Bonds (see "PURPOSE OF THE ISSUE - Plan of Refunding" herein); (b) providing approximately$275 million of proceeds to fund a portion of the estimated $582 million of the cost of the design, development and construction of renovations to the Convention Center (see "PURPOSE OF THE ISSUE - Series 2015 Redevelopment Project" herein); (c) providing approximately $36 million of proceeds to fund the estimated cost of the design, development and construction of certain ancillary projects related to the renovations to be provided to the Convention Center(see"PURPOSE OF THE ISSUE - Series 2015 Redevelopment Project" herein); and (d) paying all costs of issuance and debt service reserves associated with the Series 2015 Bonds (see "ESTIMATED SOURCES AND USES OF FUNDS" herein); (2) extension of the period of time taxing authorities are required to deposit tax increment revenues into the Trust Fund pursuant to the Act to the earlier of March 31, 2044 or 24 the date when all indebtedness secured by Trust Fund Revenues (hereinafter referred to as "Agency Indebtedness") is no longer outstanding; (3) after issuance of the Series 2015 Bonds, no additional Agency Indebtedness will be issued unless and until such issuance has been authorized by the County Commission; (4) upon the earlier of March 31, 2023 or payment or defeasance of all of the Outstanding Prior Bonds, The Children's Trust shall become exempt from the requirement to deposit tax increment revenues into the Trust.Fund (see "SECURITY AND SOURCES OF PAYMENT -Pledged Funds - Exemptions from Trust Fund" herein); (5) after the Outstanding Prior Bonds have been refunded or are no longer outstanding (see "PURPOSE OF THE ISSUE - Plan of Refunding" herein), Trust Fund Revenues shall be distributed annually only as provided in the Third Amendment and in the following order of priority: (a) to pay debt service, reserve deposits and other costs and obligations associated with the 2015 Bonds and any other Agency Indebtedness; (see "SECURITY AND SOURCES OF PAYMENT - Flow of Funds" herein); (b) to remit to the City an operation and maintenance subsidy, to be used solely to fund operating and maintenance costs of the Convention Center, in an amount which shall equal $1 million, beginning in the Fiscal Year ending September 30, 2018, increasing by$750,000 annually to equal $4 million in the Fiscal Year ending September 30, 2022 through the Fiscal Year ending September 30, 2025, and thereafter (until the earlier of the termination or expiration of the obligation to deposit Trust Fund Revenues or the date that the Convention Center is no longer in operation as a publicly owned convention center),the prior year's annual subsidy for such purpose,adjusted by the lesser of the consumer price index for the Miami urban area or four percent(4%),which amount may be reduced in any year by the amount of convention development tax revenue received by the Agency or the City from the County for the purpose of funding operating and maintenance costs of the Convention Center; (c) to grant to the County by March 31 of each year(beginning in the Fiscal Year ending September 30, 2024 and ending on the earlier of March 31, 2044 or the date when all Agency Indebtedness is no longer outstanding), an amount equal to the County's proportionate share(based on the Trust Fund Revenues paid by the County divided by the total amount of Trust Fund Revenues deposited) of the total payments expended by the Agency in the prior fiscal year for Administration, Community Policing, and Capital Project Maintenance (as defined in the Third Amendment); (d) to pay expenses of the Agency for Administration, Community Policing, and Capital Project Maintenance up to $11.721 million for the Fiscal Year ended September 30, 2015 and thereafter, up to an amount which shall not exceed the prior Fiscal Year's distribution for such expenses, adjusted by the lesser of the consumer price index for the Miami urban area or three percent (3%), plus an annual administrative fee (i)to the City of one and on-half percent(1.5%)of Trust Fund Revenues paid by the City for such Fiscal Year and (ii) to the County of one and on-half percent (1.5%) of Trust Fund Revenues paid by the County for such Fiscal Year; 25 (e) to reimburse the City for the Bass Museum and Lincoln Road prior project costs of$1,286,464.26 for the Fiscal Year ending September 30, 2016; and (f) within ninety (90) days•of the end of each Fiscal Year, ending on the earlier of March 31, 2023 or the termination or expiration of the obligation of taxing authorities to deposit tax increment revenues into the Trust Fund, deposit any unencumbered money held in the Trust Fund and all available revenues remaining after distribution of Trust Fund Revenues in the order, priority and amounts set forth in the immediately preceding subparagraphs (a) through (e), into a fund to be used to finance any shortfalls associated with the payment of the expenses described in subparagraph (d) of this Section (provided, however, that the deposit into the fund described in this subparagraph (f) shall only be made if it will not negatively affect the exclusion from gross income, for federal income tax purposes of interest on any tax-exempt Agency Indebtedness), with any amount remaining after payment of the expenses described in subparagraph (d) of this Section being used (beginning in the Fiscal Year ending September 30, 2024) to extinguish Agency Indebtedness prior to maturity, to the extent such Agency Indebtedness is subject to prepayment or redemption prior to maturity at such time or, if such Agency Indebtedness is not then subject to prepayment or redemption prior to maturity, to establish an escrow for the prepayment or redemption prior to maturity of such Agency Indebtedness at such time as the Agency Indebtedness is subject to prepayment or redemption prior to maturity (provided, however, that such escrow shall only be established if it will not negatively affect the exclusion from gross income,for federal tax purposes,of interest on any tax-exempt Agency Indebtedness; and, provided further that, if the Agency Indebtedness is not subject to repayment or redemption prior to maturity, and an escrow cannot be established,then the Agency shall distribute annually any revenues remaining on deposit in the Trust Fund after the distributions described in the immediately preceding subparagraphs(a)through(e),to the taxing authorities in the proportionate amount that the Trust Fund Revenues for such Fiscal Year were deposited into the Trust Fund; and (6) the County Commission shall appoint, in its sole and absolute discretion, the member of the County Commission that represents District 5 to serve as one of the members of the Agency. On November 19, 2014, the Commission adopted Resolution No. 607-2014 approving execution and delivery by the Agency of the Third Amendment and the City Commission adopted Resolution No. 2014-28835 approving execution and delivery by the City of the Third Amendment. On December 16, 2014 the County Commission adopted Resolution No.R-1110-14 approving execution and delivery by the County of the Third Amendment. Such Resolutions also approved amendments to the Redevelopment Plan on behalf of the Agency, the City and the County, respectively, to extend the Redevelopment Plan until the earlier of March 31, 2044 or the date the Agency Indebtedness is no longer outstanding. Powers Pursuant to the Act,the Agency possesses certain powers that are necessary or convenient to carry out and effectuate redevelopment within its redevelopment areas,including,without limitation,the power: 26 (i) to acquire, dispose of, mortgage, pledge or otherwise encumber real property, subject to the limitation that the acquisition of such property must be by purchase, lease, option, gift, grant, bequest, devise or other voluntary method of acquisition; (ii) to demolish or remove buildings or improvements or to carry out plans for the voluntary or compulsory repair or rehabilitation of buildings or improvements; (iii) to install, construct or reconstruct streets, utilities, parks, playgrounds or other improvements necessary for carrying out the community redevelopment objectives of the Agency; (iv) to provide, arrange or contract for the furnishing of services, privileges, works, streets, roads, public utilities or other facilities in connection with community redevelopment; (v) to borrow or invest money or to accept advances, loans, grants, contributions or other forms of financial assistance and to give such security as may be required therewith; and (vi) to prepare plans for and assist in the relocation of persons or entities displaced from the community redevelopment area and to make relocation payments to such persons or entities. Eminent Domain Legislation During the 2006 legislative session, the State legislature enacted Chapter 2006-11, Laws of Florida, among other things, which places certain limitations on the eminent domain power of governmental entities and agencies in the State. Specifically, Chapter 2006-11: (i) revised the Act to prohibit delegation of the power of eminent domain from counties and municipalities to community redevelopment agencies; (ii) revised the Act to establish that the prevention or elimination of a slum or blighted area, as defined in the Act, and the preservation or enhancement of the tax base are not public uses or purposes for which private property may be taken by eminent domain; (iii) created Section 73.013, Florida Statutes, to provide that the power of eminent domain may not be exercised in the State to convey ownership or control of such property to any natural person or private entity unless such property (a) will be limited to certain specifically enumerated purely public uses,such as providing:(1)common carrier services or systems,(2)road or other right-of-way access to the public for transportation, (3) public or private utility services or systems like electricity, natural gas, water and sewer or telephone, or(4) public infrastructure or an incidental part of a property or facility that provides goods or services to the public, or(b) is the subject of a competitive bidding process, after notice to the public and certain rights have been granted to the person or entity owning the property prior to the institution of the eminent domain proceedings; and (iv) created Section 73.014, Florida Statutes, to provide that the power of eminent domain may not be exercised to take private property for purpose of abating or eliminating a public nuisance or any slum or blight condition. 27 Personnel Originally created in 1976, the Agency was reorganized in 1983. Since its reorganization, the members of the City Commission have constituted the members of the Agency. Pursuant to the Third Amendment, the District 5 member of the County Commission also serves as a member of the Agency. In addition, the Mayor serves as the Chairman of the Agency, with the Vice Mayor serving as the Vice Chairman, the City Manager serves as the Executive Director of the Agency, with the Assistant City Manager in charge of Housing and Community Development serving as the Assistant Executive Director, the Cit 's Chief Financial Officer serves as the Chief Financial Officer of the Agency, the City Attorney serves as the General Counsel of the Agency and the Clerk of the City serves as the Secretary of the Agency. Set forth below is a list which contains the current members of the Agency and the expiration of their respective terms of office: velo Agency Beach Redevelopment g enc y Agency Members Date Term Ends g Y Philip Levine, Chairman November 2015 Edward L. Tobin, Vice Chairman November 2015 Michael Grieco November 2017 Joy Malakoff November 2017 Micky Steinberg November 2017 Deede Weithorn November 2015 Jonah Wolfson November 2015 Bruno A. Barreiro* November 2016 * Serves as the District 5 member of the County Commission. Pursuant to the terms of the Third m nt such member of the County Commission also serves as a member of the Agency. Amend e ty The next general election of the City will be held on November 3, 2015. The Mayor is running against a single opponent in the upcoming election, as are two (2) of the three (3) City Commissioners. No City Commissioner whose term is expiring in November 2015 is running for reelection. In addition, if noone running for the seat that has more than two (2) candidates on the ballot receives more than fifty percent (50%) of the votes cast in the general election, a run-off election will be held to determine the winner of that race. If required, the run-off election will be held on November 17, 2015. The results of the election are expected to be certified by the current Mayor and City Commission in a meeting to be held sometime after the general election or, if a run-off election is held, after the run-off election. The current Mayor and City Commission are expected to serve until newly elected members have been seated. The Executive Director serves as the chief operating officer of the Agency,responsible for,among other things, the day-to-day administrative activities of the Agency, effectuation of its policies and programs and all other activities of the Agency. [Pursuant to an Interlocal Agreement entered into on by and between the City and the Agency, the City has agreed to make staff members available to provide to the Agency, as needed, general administrative and coordination services, 28 engineering services, financing services and planning services,and the Agency has agreed to pay the City for the services provided by City employees.] On September 10, 2015 the Chief Financial Officer of the Agency and the Assistant Finance Director for the City resigned from their respective positions. The Chief Financial Officer had served in her position for eighteen (18) years and the Assistant Finance Director had been an employee of the City for seventeen (17) years. No explanations were provided by either employee in connection with the submittal of their resignations. However, the City Manager has stated that his decision to accept their resignations had nothing to do with the performance of the City's Finance Department nor the financial status of the City. Each position has been filled by the City Manager's appointment of experienced City employees who will serve in the position of Interim Chief Financial Officer and Interim Assistant Finance Director, respectively, until permanent replacements are selected. Set forth below is a description of certain management officials of the City who are responsible for the day-to-day operation of the Agency: Jimmy L. Morales, Esq., Executive Director. Mr. Morales became the Executive Director of the Agency when he was appointed City Manager for the City of Miami Beach, Florida 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, Interim Chief Financial Officer. Mr. Woodruff became the Interim Chief Financial Officer of the Agency when he was appointed Interim Chief Financial Officer for the City of Miami Beach, Florida in September 2015. Prior to accepting his position as Interim Chief Financial Officer, Mr. Woodruff served as Director of the Office of Budget and Performance Improvement for the City from June 2013 to September 2015. 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 Masters in 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. 29 Kathie G. Brooks, Assistant Executive Director. Ms. Brooks became the Assistant Executive Director of the Agency when he was appointed the Assistant City Manager in charge of the department responsible for community development within the City. Ms. Brooks was appointed Assistant City Manager of the City of Miami Beach, Florida in April 2013. She also served the City as its interim City Manager from July 2012 to April 2013. Prior to accepting her position in the office of the City Manager, Ms. Brooks served as the City's Budget and Performance Improvement Director from 2004-2012. Prior to joining the City, Ms. Brooks served in various capacities and senior level positions for Miami-Dade County, Florida for two decades, including in the Miami-Dade County Budget Department from 2003- 2004, the Miami-Dade County Manager's Office of Performance Improvement from 2001-2003, the Miami-Dade County Solid Waste Department from 1989-2001 and in the Miami-Dade County Transit Department from 1984-1989. Prior to her service in government,Ms.Brooks was a transportation planner for the firm of Schimpeler Corradino and Associates from 1980-1983. Ms. Brooks received her Bachelor and Master of Arts in Geography from the University of Miami. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 30 TRUST FUND REVENUES [THIS SECTION WILL BE UPDATED UPON RECEIPT OF ADDITIONAL INFORMATION] Historical Trust Fund Revenues • Upon issuance of the Series 2015 Bonds, the City and the County are the only two (2) taxing authorities that shall be required to make payments of tax increment into the Trust Fund. The Children's Trust is the other taxing authority that would be required under the Act to make payments of tax increment into the Trust Fund. However,The Children's Trust shall be exempt from such requirement upon issuance of the Series 2015 Bonds. See "THE AGENCY - Creation of Agency and Redevelopment Areas and - RDA Interlocal Agreement" herein. Set forth below is a table that shows the Trust Fund Revenues collected from the City and the County for the past ten(10)years. For more detailed information relating to the City and the County, see "APPENDIX A - General Information and Economic Data Regarding the City of Miami Beach, Florida and Miami-Dade County, Florida." Historical Trust Fund Revenues Percentage Dollar Tax Roll Fiscal Increase or Increase or Year Year Decrease Decrease As of Ended City of Miami-Dade Over Over January 1 September 30 Miami Beach County Total Prior Year Prior Year 2005 2006 $ $ $ % $ 2006 2007 2007 2008 2008 2009 2009 2010 2010 2011 2011 2012 2012 2013 2013 2014 2014 2015 Source: City of Miami Beach Finance Department. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 31 Set forth below is a table that shows the assessed value of the taxable real property in the Redevelopment Area that provided the basis for the amount of Trust Fund Revenues collected from the City and the County for the past ten (10) years. Historical City Center/Historic Convention Village Real Property Assessed Values A B =A-B Percentage Percentage Dollar Tax Roll Fiscal Final Increase or Base Increase or Increase or Year Year Gross Decrease Year Decrease Decrease As of Ended Taxable Over Taxable Incremental Over Over January 1 September 30 Value Prior Year Value(1) Value (2) Prior Year Prior Year 2005 2006 $ % $292,572,271 $ % $ 2006 2007 292,572,271 2007 2008 292,572,271 2008 2009 292,572,271 2009 2010 292,572,271 2010 2011 292,572,271 2011 2012 292,572,271 2012 2013 292,572,271 2013 2014 292,572,271 2014 2015 292,572,271 Source: City of Miami Beach Finance Department. (1) Represents taxable value of real property in the Redevelopment Area for the tax roll year as of January 1, 1992,Fiscal Year ended September 30, 1993. See"SECURITY AND SOURCES OF PAYMENT -Pledged Funds -Trust Fund"herein. (2) Incremental Value equals the Final Gross Taxable Value minus the Base Year Taxable Value. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 32 • 0 Set forth below is a table that shows the taxable value of all new construction in the Redevelopment Area for the past five (5) years. The taxable value set fort h in the table below was included in the final gross taxable value used in each year to determine the amount of Trust Fund Revenues collected from the City and the County for deposit into the Trust Fund. Historical City Center/Historic Convention Village New Construction Taxable Values Tax Roll Fiscal New Construction Year Year Increase or As of Ended (Decrease) in January 1 September 30 Taxable Value 2010 2011 $ 2011 2012 2012 2013 2013 2014 2014 2015 Source: City of Miami Beach Finance Department. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 33 Set forth below is a table that shows the top ten (10) principal taxpayers in the Redevelopment Area for Fiscal Year 2014, the taxable value attributable to such taxpayers, the percentage of such value to the gross taxable value of all taxable property in the Redevelopment Area and the type of property use attributed to each taxpayer. City Center/Historic Convention Village Principal Taxpayers Percentage of Fiscal Year Taxable 2014 Gross Name of Taxpayer Use of Property Value Taxable Value TOTAL Source: City of Miami Beach Finance Department and the Miami-Dade County Property Appraiser's Office. • [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 34 Set forth below is a table that shows the top ten (10) properties or developments located in the Redevelopment Area for Fiscal Year 2014, based on the taxable value of such property or development, the percentage of the taxable value of such property or development to the gross taxable value of all taxable property in the Redevelopment Area and the type of use attributed to each property or development. City Center/Historic Convention Village Principal Developments Percentage of Fiscal Year Taxable 2014 Gross Name of Development Use of Property Value(1) Taxable Value TOTAL Source: City of Miami Beach Finance Department and the Miami-Dade County Property Appraiser's Office. (1) Taxable value represents the value for the entire development and not the taxable value attributable to any individual taxpayer (e.g., taxable value for condominiums is for entire complex, not any individual condominium owner or group of owners). [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 35 Set forth below is a table that shows the operating millage rates levied during the past ten (10) years by the City and the County in the Redevelopment Area. Historical Millage Rates Tax Roll Fiscal Year as of Year Ended City of Miami-Dade January 1 September 30 Miami Beach County 2005 2006 7.4810 5.8350 2006 2007 7.3740 4.5615 2007 2008 5.6555 4.5796 2008 2009 5.6555 4.8379 2009 2010 5.6555 4.8379 2010 2011 6.2155 5.4275 2011 2012 6.1655 4.8050 2012 2013 6.0909 4.7035 2013 2014 5.8634 4.7035 2014 2015 Source: City of Miami Beach Finance Department. Set forth on the following page is a table that reflects the historical statement of revenues and expenditures for the Redevelopment Area, the amount held in the Trust Fund and the annual changes in such amounts for the past five (5) Fiscal Years. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 36 City Center/Historic Convention Village Statement of Revenues,Expenditures and Changes in Fund Balances For the Fiscal Year Ended September 30, 2010 2011 2012 2013 2014 Revenues Tax Increment City of Miami Beach $ $ $ $ $ Miami-Dade County Total Tax Increment Miscellaneous Resort Tax(') Rents and Leases Interest Other Miscellaneous Revenues Total Miscellaneous Total Revenues Expenditures Debt Service) Debt Service Coverage Operations General Government Public Safety Economic Environment Transportation Cultural and Recreation Capital Outlay Total Operations Total Expenditures Sale of Capital Assets _ Transfers In Transfers Out Net Change in Fund Balances Fund Balances-Beginning Fund Balances Ending $ $ $ $ $ Source: City of Miami Beach Finance Department. 37 Footnotes below provided for table on immediately preceding page. (1) Footnote to be added. (2) Represents the Debt Service Requirement on the Outstanding Prior Bonds. See "INTRODUCTION" and "PLAN OF REFUNDING" herein. Set forth below is a table that shows the rate of growth of taxable values and tax increment in City Center/Historic Convention Village for the past five (5) Fiscal Years. City Center/Historic Convention Village Tax Increment Revenues and Growth For the Fiscal Year Ended September 30, 2010 2011 2012 2013 2014 Increase (Decrease) in Existing Value Existing Value $ $ $ $ $ New Construction Final Gross Taxable Value Base Year Taxable Value (292,572,271) (292,572,271) (292,572,271) (292,572,271) (292,572,271) Incremental Taxable Value $ $ $ $ $ City of Miami Beach* Millage Rate (City) 5.6555 6.2155 6.1655 6.0909 6.8634 Gross Incremental Revenue $ $ $ $ $ Statutory Reduction (5.0%) (5.0%) (5.0%) (5.0%) (5.0%) City Tax Incremental Revenue Miami-Dade County* Millage Rate (County) 4.8379 5.4275 4.8050 4.7035 -. 4.7035 Gross Incremental Revenue Statutory Reduction (5.0%) (5.0%) (5.0%) (5.0%) (5.0%) County Tax Incremental Revenue Total Tax Incremental Revenue Source: City of Miami Beach Finance Department. * See"SECURITY AND SOURCES OF PAYMENT—Pledged Funds"for a description of the requirements imposed on each taxing authority for the determination of tax increment revenues. 38 Historical Debt Service Coverage. Set forth below is a table that shows the Trust Fund Revenues, debt service on the Outstanding Prior Bonds and the debt service coverage provided by the Trust Fund Revenues generated for the past five (5) Fiscal Years. Trust Fund Revenues, Debt Service on Bonds and Debt Service Coverage Coverage on Debt Service Maximum Maximum Annual Debt Service on Coverage on Annual Debt Debt Service Fiscal Trust Fund Outstanding Outstanding Service on Series for Series 2015 Year . Revenues Prior Bonds Prior Bonds 2015 Bonds(1) Bondsw 2010 $ $8,393,267 x $23,748,250 x 2011 8,393,254 23,748,250 2012 8,393,816 23,748,250 2013 8,397,766 23,748,259 2014 8,403,739 23,748,250 Source: City of Miami Beach Finance Department. (1) Represents the Maximum Annual Debt Service on the Series 2015 Bonds,assuming an aggregate principal amount of$358,495,000,a final maturity of March 1,2044,and a true interest cost of 4.319%. The assumed Maximum Annual Debt Service on the Series 2015 Bonds is included solely for purposes of showing the amount of coverage that would have been available if the Series 2015 Bonds had been issued prior to Fiscal Year 2010. The assumed Maximum Annual Debt Service on the Series 2015 Bonds occurs in Fiscal Years 2025 and 2028. All amounts are preliminary, subject to change. RISK FACTORS The following discussion provides information relating to certain risks that could affect payments of the principal of, redemption premium, if any, and interest on the Bonds. The order in which the following information is presented is not intended to reflect the relative importance of the risks discussed. The following information is not, and is not intended to be, exhaustive and should be read in conjunction with all of the other sections of this Official Statement, including its appendices. Prospective purchasers of the Series 2015 Bonds should analyze carefully the information contained in this Official Statement, including its appendices (and including the additional information contained in the form of the complete documents referenced or summarized herein), for a more complete description of the investment considerations relevant to purchasing the Series 2015 Bonds. Copies of any documents referenced or summarized in this Official Statement are available from the Agency or the City. See"INTRODUCTION" herein. 39 Limited Obligation of Agency Payment from Pledged Funds Only. The ability of the Agency to make timely payments of the principal of, redemption premium, if any, and interest on the Bonds depends upon the ability of the Agency to collect Trust Fund Revenues which, together with earnings thereon and on amounts held in the funds and accounts created under the Bond Resolution, will be adequate to make such payments. The Bonds are not general obligations supported by the full faith and credit of the City, the Agency, the County or the State or any political subdivision of the foregoing, but are payable solely from the Pledged Funds. Neither the State, the County or the City, or any other political subdivision of the State has any obligation or power under the Bond Resolution or under Florida law to levy any taxes in order to pay debt service on the Bonds or to avail or cure any default in any such payments. The Agency does not have the power to levy taxes. Limited Replenishment Of Deficiencies. Except for the Debt Service Reserve Account, there is no fund or account under the Bond Resolution which is required to contain amounts to make up for any deficiencies in the event of one or more defaults by the Agency in making payments of debt service on the Bonds. There is no source from which the Sinking Fund will be replenished, except the Trust Fund Revenues and investment income on moneys in the funds and accounts held under the Bond Resolution. There can be no representation or assurance that the Agency will realize sufficient Trust Fund Revenues to pay, when due, all required payments of debt service on the Bonds. Tax Increment Financing Concentration of Revenues. A significant portion of the Trust Fund Revenues received by the Agency are from large residential developments and commercial developments in the Redevelopment Area. See"TRUST FUND REVENUES-Historical Trust Fund Revenues"herein. The occurrence of any event that has a major negative impact on such developments, including, without limitation, natural disasters (such as hurricanes and other major tropical storms to which South Florida is generally subject), could significantly reduce the Trust Fund Revenues that can be collected by the Agency which could, in turn, have a material adverse impact on the ability of the Agency to pay debt service on the Bonds. Competition from Comparable Development Projects. The current growth strategy for the Redevelopment Area is in competition with other communities located outside the Redevelopment Area whose growth will not generate Trust Fund Revenues. The growth strategy for the Redevelopment Area is heavily dependent upon the development of commercial projects. In the event that a large number of commercial projects are constructed in the City outside the Redevelopment Area, the demand for commercial space within the Redevelopment Area could be reduced, thereby leading to a possible reduction in future development in the Redevelopment Area and a reduction in the collection of Trust Fund Revenues. Millage Rates. The addition of significant numbers of new taxpayers or an increase of property values outside the Redevelopment Area could result in an environment favorable to the reduction of the County and/or the City millage rate. The County and/or the City could determine that its millage rates should be reduced for other reasons as well. Any reduction in millage rates by the County or the City could reduce the amount of Trust Fund Revenues payable by the County and/or the City which, in turn, could negatively impact the ability of the Agency to pay debt service on the Bonds. Decreases in Property Values. The amount of Trust Fund Revenues collected historically and expected to be collected in the future to pay debt service on the Bonds is dependent upon the strength of 40 the taxable value of real property in the Redevelopment Area. Such value has actually decreased in recent years as a result of the general downturn in the economy and specifically, in the real estate market throughout the State. Numerous events could occur that might further reduce or cause an extended stagnation in the value of real property within the Redevelopment Area, including, without limitation, natural disasters (such as hurricanes and other major tropical storms to which South Florida is generally subject), public acquisition of property within the Redevelopment Area by the State or political subdivisions exercising their respective rights of eminent domain, or social, economic or demographic factors (or adverse public perceptions related thereto) beyond the control of the Agency, the City or the taxpayers in the Redevelopment Area. Any or all of such events could materially, adversely affect the realization and collection of Trust Fund Revenues. State,National and International Economic and Political Factors. Certain economic or political developments, such as new downturns in the State, national or international economy or an inability to recover fully from the most recent economic downturn, increased national or international barriers to tourism or trade or international currency fluctuations,could all materially, adversely affect the continued development of the Redevelopment Area, its attraction to businesses and investors and, as a result, its ability to produce sufficient Trust Fund Revenues to pay debt service on the Bonds. Appeals of Assessments. The amount of Trust Fund Revenues collected annually is dependent upon the assessed value of taxable property in the Redevelopment Area.. See "SECURITY AND SOURCES OF PAYMENT —Pledged Funds" herein. State law allows taxpayers to dispute assessment valuations. Any successful appeals of assessment valuations will result in less Trust Fund Revenues being collected annually than is currently contemplated. If such appeals resulted in a significant reduction in the overall assessed value of the taxable property in the Redevelopment Area, they could have a material • adverse impact on the ability of the Agency to pay debt service on the Bonds. Adverse Legislative, Judicial or Administrative Action. The State legislature, the courts or an administrative agency with jurisdiction in the matter could enact new laws or regulations or interpret, amend, alter, change or modify the laws or regulations governing the collection, distribution, definition or accumulation of ad valorem tax revenues generally,or tax increment revenues specifically, in a fashion that would materially, adversely affect the ability of the Agency to receive Trust Fund Revenues in an amount sufficient to pay debt service on the Bonds. No Feasibility Consultant. This Official Statement provides historical information to demonstrate that the Redevelopment Area generates sufficient Trust Fund Revenues to pay debt service on the Series 2015 Bonds. In connection with the issuance of the Series 2015 Bonds, the Agency determined that it would not engage an independent feasibility consultant to provide an analysis of projected growth in the Redevelopment Area or to calculate projected Trust Fund Revenues. As a result, while the Agency reasonably believes Trust Fund Revenues will be sufficient to meet Debt Service Requirements, no forecasts or projections of Trust Fund Revenues to pay debt service on the Bonds are included in this Official Statement. Requirement of Interlocal Agreement to Redeem Bonds. The Third Amendment establishes a requirement that excess Trust Fund Revenues be (i) held in escrow and (ii) beginning in the Fiscal Year ending September 30, 2024 or in any later year when such outstanding Agency Indebtedness can be redeemed, if redemption is not available during Fiscal Year 2024, used for the purpose of prepaying or redeeming outstanding Agency Indebtedness; provided such use of funds does not negatively affect the exclusion from gross income for federal income tax purposes of interest on any tax-exempt Agency Indebtedness. See "THE AGENCY - RDA Interlocal Agreement" herein. The requirement use excess 41 Trust Fund Revenues to redeem Agency Indebtedness prior to maturity may make the optional redemption of the Series 2015 Bonds on the earliest date when the Series 2015 Bonds can be redeemed more likely than would be the case if such requirement did not exist. PENSION AND OTHER POST EMPLOYMENT BENEFITS Defined Benefit Plans All of the employees providing services to the Agency are also employees of the City. The following is a brief description of the Agency employees' participation in the Miami Beach Employees' Retirement Plan and the City's Pension Fund for Firefighters and Police (the "Plans"). Pursuant to Modification 29 of the Florida State Social Security Agreement, effective January 1, 1955, the City does not participate in the federal Old-Age and Survivors Insurance System embodied in the U.S. Social Security Act. Instead, it provides eligible employees a comprehensive defined benefit pension. The City does participate in the hospital insurance tax, also known as Medicare, and withholds taxes accordingly. All full-time employees of the City who work more than thirty (30) hours per week and hold classified or unclassified positions, except for policemen and firemen, are covered by the Miami Beach Employees' Retirement Plan (the "Employee Plan"). The Employee Plan provides retirement benefits as well as death and disability benefits at two (2) different tiers of employees, depending on when the employees entered the Employee Plan. All first tier employees who participate are required to contribute twelve percent (12%) of their salary to the Employee Plan. All second tier employees are required to contribute ten percent (10%) of their salary to the Employee Plan. The Employee Plan's funding policy provides for periodic employer contributions at actuarially determined rates that,expressed as percentages of annual covered payroll, are sufficient to accumulate sufficient assets to pay benefits when due. The City's Pension Fund for Police and Firefighters (the "Police and Firefighters' Plan) is a defined benefit pension plan covering substantially all police officers and firefighters of the City. Members of the Police and Firefighters' Plan contribute ten percent (10%) of their salary. The City is required to contribute an actuarially determined amount that,when combined with members'contributions, will fully provide for all benefits as they become payable. Based on a percentage of budgeted salary by position per department, the Agency is allocated a proportionate share of contributions by the City and hence contributes annually to the Plans. Contributions for 2014 were $946,000. At September 30, 2014 the Agency did not have a net pension obligation or a net pension asset. For more detailed information concerning the Plans, see "APPENDIX B - Excerpts from the Comprehensive Annual Financial Report of the City of Miami Beach, Florida for the Fiscal Year ended September 30, 2014" and, in particular, Note IV of such Financial Report. Other Post Employment Benefits 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. Such requirement extends to employees of the City who provide services to the Agency. 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 42 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 has the authority to establish and amend its OPEB funding policy. The annual cost of the City's OPEB Plan is calculated based on the annual required contribution (the "ARC"), an amount actuarially determined in accordance with the parameters of GASB 45. The ARC 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. As of September 30, 2008, the City established an OPEB Trust (the "OPEB Trust") and began funding its OPEB obligation. The Agency's ARC to the OPEB Trust for the Fiscal Year ended September 30, 2014 was based on an actuarially determined amount for the City. The Agency was allocated its equitable share of the ARC,based on its covered payroll. The Agency contributed$197,318 to the OPEB Trust. At September 30, 2014, the Agency did not have a net OPEB obligation or a net OPEB asset. For more detailed information concerning OPEB, see "APPENDIX B - Excerpts from the Comprehensive Annual Financial Report of the City of Miami Beach, Florida for the Fiscal Year ended September 30, 2014" and, in particular, Note IV(f) of such Financial Report. LEGAL MATTERS Certain legal matters incident to the issuance of the Series 2015 Bonds and with regard to the tax- exempt status of the interest on the Series 2015 Bonds (see "TAX MATTERS"herein) are subject to the legal opinion of Squire Patton Boggs (US) LLP, Bond Counsel to the Agency. The signed legal opinion of Bond Counsel, substantially in the form attached hereto as APPENDIX E, dated and premised on law in effect as of the date of issuance of the Series 2015 Bonds, will be delivered on the date of issuance of the Series 2015 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 Agency to confirm or verify such information. Except as may be set forth in an opinion of Bond Counsel delivered to the Underwriters, Bond Counsel expresses and will express no opinion as to the accuracy, completeness or fairness of any statements in this Official Statement, or in any other reports, financial information, offering or disclosure documents or other information pertaining to the Agency or the Series 2015 Bonds that may be prepared or made available by the Agency, the Underwriters or others to the Holders of the Series 2015 Bonds or other parties. Certain legal matters incident to the issuance of the Series 2015 Bonds relating to disclosure will be passed on for the Agency by the Law Offices of Steve E. Bullock, P.A., Miami, Florida, whose legal services as Disclosure Counsel have been retained by the Agency. The signed legal opinion, dated and 43 premised on law in effect as of the date of original delivery of the Series 2015 Bonds, will be delivered to the Agency by Disclosure Counsel at the time of original delivery of the Series 2015 Bonds. The proposed text of the form of the legal opinion of Disclosure Counsel is set forth as APPENDIX F 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 Agency by Raul J. Aguila, Esquire, Miami Beach, Florida, General Counsel to the Agency, and for the Underwriters by their counsel, Greenberg Traurig„ P.A., Miami, Florida. The legal opinions and other letters of counsel to be delivered concurrently with the delivery of the Series 2015 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. LITIGATION There is no litigation pending that seeks to restrain or enjoin the issuance or delivery of the Series 2015 Bonds or contesting the proceedings or authority under which they are to be issued or the creation, organization or existence of the Agency or, if determined adversely to the Agency,would have a material adverse impact on the ability of the Redevelopment Area to generate sufficient Trust Fund Revenues to pay debt service on the Series 2015 Bonds. The Agency experiences routine litigation and claims incidental to the conduct of its affairs. In the opinion of General Counsel to the Agency, there are no lawsuits presently pending or, to the best of his knowledge, threatened, the adverse outcome of which would impair the Agency's ability to perform its obligations to the owners of the Series 2015 Bonds. ENFORCEABILITY OF REMEDIES The remedies available to the owners of the Series 2015 Bonds upon the occurrence of a default under the Bond Resolution are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, the remedies specified by the Bond Resolution and the Series 2015 Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2015 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). 44 TAX MATTERS Series 2005A Bonds General. NO ATTEMPT HAS BEEN MADE TO PROVIDE THAT INTEREST ON THE SERIES 2015A BONDS IS EXCLUDED FROM GROSS INCOME OF THE HOLDERS THEREOF FOR FEDERAL INCOME TAX PURPOSES. NO OPINION IS RENDERED WITH RESPECT TO THE FEDERAL TAX CONSEQUENCES OF OWNERSHIP OF THE SERIES 2015A BONDS AND EACH PURCHASER SHOULD CONSULT ITS OWN TAX ADVISOR TO DETERMINE THE FEDERAL TAX CONSEQUENCES OF OWNING THE SERIES 2015A BONDS. Payments of principal of and interest on the Series 2015A Bonds may be subject to "backup withholding tax" under Section 3406 of the Internal Revenue Code of 1986, as amended(the"Code"), at a rate of twenty-eight percent(28%) if recipients of such payments(other than foreign investors who have properly provided required certifications) fail to properly provide to the payor certain information, including their taxpayer identification numbers,or otherwise fail to establish an exemption from such tax. Any amounts deducted and withheld from a payment to a recipient are allowed as a credit against the federal income tax of such recipient. Furthermore, certain penalties may be imposed by the Internal Revenue Service on a recipient of payments who is required to supply information but does not do so in the proper manner. In the opinion of Sanders Patton Boggs (US) LLP, Bond Counsel, under existing law, the Series 2015A 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 Statues as amended. Bond Counsel will express no opinion as to any other federal or state tax consequences regarding the Series 2015A Bonds. Series 2015B Bonds General. In the opinion of Squire Patton Boggs (US) LLP, Bond Counsel, under existing law: (i) interest on the Series 2015B 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 2015B Bonds and the income thereon are exempt from taxation under the laws of the State of Florida, except estate taxes imposed by Chapter 198, Florida Statutes, as amended, and net income and franchise taxes imposed by Chapter 220,Florida Statutes, as amended. Bond Counsel expresses no opinion as to any other tax consequences regarding the Series 2015B 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 Agency contained in the transcript of proceedings and that are intended to evidence and assure the foregoing, including that the Series 2015B 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 Agency's representations and certifications or the continuing compliance with the Agency'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 2015B Bonds from gross income for federal income tax purposes but is not a 45 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 Agency may cause loss of such status and result in the interest on the Series 2015B Bonds being included in gross income for federal income tax purposes retroactively to the date of issuance of the Series 2015B Bonds. The Agency has covenanted to take the actions required of it for the interest on the Series 2015B 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 2015B 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 2015B Bonds or the market value of the Series 2015B Bonds. A portion of the interest on the Series 2015B Bonds earned by certain corporations may be subject to a federal corporate alternative minimum tax. In addition, interest on the Series 2015B 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 2015B Bonds. Bond Counsel will express no opinion regarding those consequences. Payments of interest on tax-exempt obligations, including the Series 2015B Bonds, are generally subject to IRS Form 1099-INT information reporting requirements. If a Series 2015B Bond owner is subject to backup withholding under those requirements, then payments of interest will also be subject to backup withholding. Those requirements do not affect the exclusion of such interest from gross income for federal income tax purposes. Bond Counsel's engagement with respect to the Series 2015B Bonds ends with the issuance of the Series 2015B Bonds, and,unless separately engaged,Bond Counsel is not obligated to defend the Agency or the owners of the Series 2015B 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 2015B Bonds,under current IRS procedures,the IRS will treat the Agency as the taxpayer and the beneficial owners of the Series 2015B 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 2015B 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 2015B Bonds. 46 Prospective purchasers of the Series 2015B Bonds upon their original issuance at prices other than the respective prices indicated on the inside cover of this Official Statement, and prospective purchasers of the Series 2015B 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 2015B Bonds. There can be no assurance that legislation enacted or proposed, or actions by a court, after the date of issuance of the Series 2015B Bonds will not have an adverse effect on the tax status of interest on the Series 2015B Bonds or the market value or marketability of the Series 2015B 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 2015B 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 2015B 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 2015B Bonds for federal income tax purposes for all or certain taxpayers. In such event, the market value of the Series 2015B Bonds may be adversely affected and the ability of holders to sell their Series 2015B Bonds in the secondary market may be reduced. The Series 2015B Bonds are not subject to special mandatory redemption, and the interest rates on the Series 2015B Bonds are not subject to adjustment in the event of any such change. 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 2015B 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"). OlD is the excess of the stated redemption price at maturity(the principal amount) over the"issue price" of a Discount Bond. The issue price of a Discount Bond is the initial offering price to the public(other than to bond houses,brokers or similar persons acting in the capacity of underwriters or wholesalers) at which a substantial amount of the Discount Bonds of the same maturity is sold pursuant to that offering. For federal income tax purposes, OID accrues to the owner of a Discount Bond over the period to maturity based on the constant yield method, compounded semiannually (or over a shorter permitted compounding interval selected by the owner). The portion of OID that accrues during the period of ownership of a Discount Bond (i) is interest excluded from the owner's gross income for federal income tax purposes to the same extent, and subject to the same considerations discussed above, as other interest on the Series 2015B 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. 47 Certain of the Series 2015B 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. CONTINUING DISCLOSURE The Agency will covenant for the benefit of the holders of the Series 2015 Bonds to provide certain financial information and operating data relating to the Agency and the Trust Fund not later than two hundred forty (240) days following the end of each Fiscal Year, commencing with the Fiscal Year ended September 30, 2015 (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 G -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. On July 28, 2014 Standard & Poor's Ratings Services ("S&P") 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 S&P 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. On April 4, 2011 S&P announced that it had raised its rating on the tax increment debt of the Agency by one (1) notch, to "A+" from"A." The disclosure agreements entered into by the City and the Agency in connection with the issuance of various series of tax increment bonds by the Agency(the"Tax Increment Bonds Disclosure Agreements") require the Agency to provide, among other things, notice of 48 rating changes affecting such series of bonds. Notice of the ratings increase announced by S&P on April 4, 2011 was not provided by the Agency in the manner set forth in the Tax Increment Bonds Disclosure Agreements. 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 2015 Bonds and other bonds previously issued by the Agency or the City may be found at the DAC interne site, "http//www.dacbond.com." FINANCIAL STATEMENTS Excerpts from the Comprehensive Annual Financial Report of the City of Miami Beach, Florida for the Fiscal Year ended September 30, 2014 and the report of Crowe Horwath LLP, independent certified public accountants ("Crowe Horwath"), in connection therewith, dated March 30, 2015, are included in APPENDIX B to this Official Statement as part of the public records of the City. In addition, the Financial Report of the Miami Beach Redevelopment Agency (A Component Unit of the City of Miami Beach, Florida) for the Fiscal Year ended September 30, 2014 and the report of Crowe Horwath in connection therewith, dated March 30, 2015, 2015, are included in APPENDIX C to this Official Statement as part of the public records of the Agency. Such financial statements and reports contain information relating to the City and the Agency. The consent of Crowe Horwath was not requested for the reproduction of its audit reports 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 2015 Bonds. RATINGS [Moody's Investors Service,Inc.("Moody's")and S&P are expected to assign ratings of" ," with a" outlook,"and" ,"with a" outlook,"respectively,to the Series 2015 Bonds insured by the Bond Insurance Policy, with the understanding that upon delivery of such Series 2015 Bonds the Bond Insurance Policy insuring the payments, when due, of the principal of and interest on such Series 2015 Bonds will be issued by the Bond Insurer. See"MUNICIPAL BOND INSURANCE" herein. In addition, Moody's has assigned to the Series 2015 Bonds a rating of " ," with a " outlook," and S&P has assigned a rating of" ," with a " outlook," each without regard to the issuance of the Bond Insurance Policy.] 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. 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 such downward revision or withdrawal of such ratings or outlooks may have an adverse effect on the market price of the Series 2015 Bonds. 49 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 2015 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 2015 Bonds. UNDERWRITING The Series 2015 Bonds are being purchased by Morgan Stanley & Co. LLC, Wells Fargo Bank, National Association,Merrill Lynch,Pierce,Fenner&Smith Incorporated,Raymond James&Associates, Inc. and Loop Capital Markets LLC (collectively, the "Underwriters"), subject to certain terms and conditions set forth in the purchase contract between the Agency and the Underwriters, including the delivery of opinions on certain legal matters relating to the issuance of the Series 2015 Bonds by Bond Counsel and the existence of no material adverse change in the condition of the Agency from that set forth in the Official Statement. The Series 2015 Bonds are being purchased at a purchase price of$ (which represents the $ principal amount of the Series 2015 Bonds, [plus / minus a net original issue premium / discount of $ ,] minus an Underwriters' discount of $ ). The Series 2015 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 2015 Bonds may be offered and sold to certain dealers at prices lower than or yields higher than such offering prices and yields. After the initial public offering, such public offering prices and yields may be changed, from time to time, by the Underwriters. Morgan Stanley,parent company of Morgan Stanley&Co.LLC,the senior managing underwriter of the Series 2015 Bonds, has entered into a retail distribution arrangement with its affiliate Morgan Stanley Smith Barney LLC. As part of the distribution arrangement, Morgan Stanley & Co. LLC may distribute municipal securities to retail investors through the financial advisor network of Morgan Stanley Smith Barney LLC. As part of this arrangement, Morgan Stanley & Co. LLC may compensate Morgan Stanley Smith Barney LLC for its selling efforts with respect to the Series 2015 Bonds. Wells Fargo Securities is the trade name for certain securities-related capital markets and investment banking services of Wells Fargo&Company and its subsidiaries, including Wells Fargo Bank, National Association. Wells Fargo Bank, National Association ("WFBNA"), one of the underwriters of the Series 2015 Bonds, has entered into an agreement (the "Distribution Agreement") with its affiliate, Wells Fargo Advisors, LLC ("WFA"), for the distribution of certain municipal securities offerings, including the Series 2015 Bonds. Pursuant to the Distribution Agreement, WFBNA will share a portion of its underwriting or remarketing agent compensation, as applicable, with respect to the Series 2015 Bonds with WFA. WFBNA also utilizes the distribution capabilities of its affiliate, Wells Fargo Securities, LLC ("WFSLLC"), for the distribution of municipal securities offerings, including the Series 2015 Bonds. In connection with utilizing the distribution capabilities of WFSLLC, WFBNA pays a portion of WFSLLC's expenses based on its municipal securities transactions. WFBNA, WFSLLC and WFA are each wholly-owned subsidiaries of Wells Fargo & Company. Certain subsidiaries of Wells Fargo&Company(parent company of Wells Fargo Bank,National Association),have provided,from time to time,investment banking services,commercial banking services or advisory services to the Agency,for 50 which they have received customary compensation. Wells Fargo&Company or its subsidiaries may,from time to time, engage in transactions with and perform services for the Agency in the ordinary course of their respective businesses. The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. In the course of their various business activities,the Underwriters and their respective affiliates,officers,directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the Agency (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the Agency. The Underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments. The Underwriters,respectively,may have entered into agreements with other broker-dealers(that have not been designated by the City as Underwriters)for the distribution of the Series 2015 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 Morgan Stanley & Co. LLC relating to the computation of forecasted receipts of principal and interest on the Government Obligations and uninvested cash to pay and redeem the Outstanding Prior Bonds and supporting the conclusion of Bond Counsel that the Series 2015 Bonds do not constitute"arbitrage bonds" under Section 148 of the Internal Revenue Code of 1986, as amended, was verified by Integrity Public Finance Consulting LLC,Jacksonville,Florida,as the Verification Agent. Such computations were based solely upon assumptions and information supplied by Morgan Stanley & Co. LLC The Verification Agent has restricted its procedures to examining the arithmetical accuracy of certain computations included in the schedules provided by Morgan Stanley&Co.LLC. 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. 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 2015 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 2015 Bonds. 51 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Section 517.051,Florida Statutes, and Rule 3E400.003,Florida Administrative Code,requires the Agency 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 Agency. Rule 3E400.003 further provides, however, that if the Agency in good faith believes that such disclosure would not be considered material by reasonable investors, such disclosure may be omitted. The Agency is not in default and has not been in default since December 31, 1975 in the payment of principal or interest with respect to any obligations issued or guaranteed by the Agency that would be considered material to a reasonable investor. AUTHORIZATION CONCERNING OFFICIAL STATEMENT The delivery of this Official Statement has been duly authorized by the members of the Agency. At the time of the delivery of the Series 2015 Bonds, the Chairman of the Agency and the Executive Director of the Agency 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 2015 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 Agency's expense, on a timely basis. CONCLUDING STATEMENT All information included in this Official Statement has been provided by the Agency,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 Agency, 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 Chairman and the Executive Director of the Miami Beach Redevelopment Agency. MIAMI BEACH REDEVELOPMENT AGENCY PHILIP LEVINE, Chairman JIMMY L. MORALES, Executive Director 52 APPENDIX A General Information and Economic Data Regarding the City of Miami Beach,Florida and Miami-Dade County,Florida • GENERAL INFORMATION REGARDING THE CITY OF MIAMI BEACH 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 2015 Bonds are payable only from the Trust Fund Revenues and other amounts constituting Pledged Funds, as defined in this Official Statement. The Series 2015 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 POPULATION The U.S. Census Bureau estimated the population of the City and of the County to be 91,026 and 2,641,866, respectively, in 2013. For 2014, the population in the County is estimated to be 2,662,874. The U.S. Census Bureau population estimates for the City for 2014 have not been released. 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* 91,026 0.4 2,641,866 5.8 2014* N/A - 2,662,874 6.7 Source: U.S. Department of Commerce,Bureau of Census. * Estimated as of July 1, 2013 for City population and as of July 1, 2014 for County population. Population estimates for the City for 2014 are not yet available. 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 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 9.6% higher than the median family income for the County in 2010 to being 20.7% higher in 2011. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] A-3 Estimated Median Family Incomes,2009-2013(') City of Miami-Dade Calendar Year Miami Beach Percent Change County Percent Change 2009 $54,643 2.3% $47,697 (7.8)% 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(2) 52,576 (6.9) 46,904 (1.0) Source: U.S. Department of Commerce, Bureau of Census. (1) Amounts are presented in dollars, adjusted for inflation. (2) 2013 is the most recent year for which information is available. 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 11.1 percent during the same period, and generally consistent with the rate of growth in the United States, which experienced a per capita personal income growth rate of approximately 13.7 percent during the same period. Per Capita Personal Income,2009-2013(') Miami-Dade State of Year(2) County %of U.S. Florida % of U.S. United States 2009 $35,329 89.7% $37,350 94.8% $39,379 2010 36,592 91.2 38,478 95.8 40,144 2011 38,242 90.3 40,215 95.0 42,332 2012 39,467 89.3 44,041 92.9 44,200 2013(3) 39,880 89.1 41,497 92.7 44,765 Source: U.S. Department of Commerce, Bureau of Economic Analysis/Regional Economic Information System. (1) Information provided as of the last available update, dated November 20, 2014. (2) Estimates for 2013 are new estimates. Amounts for 2009 through 2012 are revised from estimates previously provided for such years. (3) 2013 is the most recent year for which information is available. A-4 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 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 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 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 2005-2014 Fiscal Year Ended September 30, Number of Permits Total Value 2005 12,837 $1,235,909,151 2006 12,226 1,177,266,348 2007 12,729 1,165,346,118 2008 11,056 1,109,923,131 2009 10,277 567,660,721 2010 10,188 299,508,078 2011 11,159 373,852,763 2012 12,580 417,811,132 2013 13,898 506,646,472 2014 13,972 818,831,235 Source: City of Miami Beach Building Department. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] A-8 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 2005-2014 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 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 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 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 $2.2 billion in direct tourist spending on hotel, food and beverage, and constitutes a large portion of the City's $1 billion retail marketplace. In Fiscal Year 2013, the City's hotels hosted more than 5 million overnight visitors, and approximately 7 million tourists visited South Beach and the Art Deco Historic district. Results reported for Fiscal Year 2014 evidence a continued upward trend. Hotel room sales in the City for Fiscal Year 2014 increased by 7% from Fiscal Year 2013, following the 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 The City is also a regional destination, with approximately 7 to 9 million day trips 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. 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 and Kiko Milano scheduled to join 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. 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. 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 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 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 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 Town 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(12th)in the nation and twenty-fifth(25th)in the world in passenger traffic and has A-16 the second highest international passenger traffic in the United States. The airport ranks third(3rd) in the nation and eleventh (11`h) 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 consist 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 APPENDIX B Excerpts from Comprehensive Annual Financial Report of the City of Miami Beach,Florida for the Fiscal Year Ended September 30,2014 APPENDIX C Financial Report of the Miami Beach Redevelopment Agency (A Component Unit of the City of Miami Beach,Florida) for the Fiscal Year Ended September 30,2014 APPENDIX D The Bond Resolution APPENDIX E Proposed Form of Opinion of Bond Counsel APPENDIX F Proposed Form of Opinion of Disclosure Counsel Date of Delivery Board of Commissioners Miami Beach Redevelopment Agency 1700 Convention Center Drive Miami Beach, Florida 33139 MIAMI BEACH REDEVELOPMENT AGENCY $ $ Tax Increment Revenue and Revenue Tax Increment Revenue and Revenue Refunding Bonds,Taxable Series 2015A Refunding Bonds, Series 2015B (City Center/Historic Convention Village) (City Center/Historic Convention Village) Ladies and Gentlemen: We have served as Disclosure Counsel in connection with the issuance by the Miami Beach Redevelopment Agency(the"Agency")of its$ in aggregate principal amount of Tax Increment Revenue and Revenue Refunding Bonds, Taxable Series 2015A (City Center/Historic Convention Village)(the"Series 2015A Bonds")and$ in aggregate principal amount of Tax Increment Revenue and Revenue Refunding Bonds,Series 2015B(City Center/Historic Convention Village) (the "Series 2015B Bonds" and, collectively with the Series 2015A Bonds, the "Series 2015 Bonds"). The Series 2015 Bonds are being issued with the terms, for the purposes and subject to the conditions set forth in Resolution No. -2015 adopted by the Chairman and members of the Board of Commissioners of the Agency on October ,2015(the"Bond Resolution")and by Resolution No.2015- adopted by the Mayor and City Commission of the City of Miami Beach, Florida on October , 2015, as described in the Official Statement dated November , 2015 relating to the Series 2015 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 2015 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 2015 Bonds are lawful and valid under the laws of the State of Florida, or that the Series 2015 Bonds are valid and binding obligations of the Agency enforceable in accordance with their terms, or that interest on the Series 2015B Bonds is excluded from the gross income of the owners thereof for federal income tax purposes or that the Series 2015 Bonds and the interest thereon are exempt from taxation under the laws of the State of Florida, we understand that you are relying upon the opinions delivered on the date hereof of Squire Patton Boggs(US)LLP and no opinion is expressed herein as to such matters. The scope of our engagement with respect to the issuance of the Series 2015 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 last sentence of this paragraph, the accuracy or F-1 Board of Commissioners Miami Beach Redevelopment Agency Date of Delivery Page 2 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 statements. As your counsel, we have participated in the preparation of the Official Statement and in discussions and conferences with officials of the Agency,Bond Counsel for the Agency, the Financial Advisor for the Agency, the Underwriters and Greenberg Traurig, P.A., Miami, Florida, Counsel to the Underwriters, in which the contents of the Official Statement and related matters were discussed. Solely on the basis of our participation in the preparation of the Official Statement, our examination of certificates, documents, instruments and records relating to the Agency and the issuance of the Series 2015 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 in order 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 Bond Resolution and in the Disclosure Dissemination Agent Agreement of the Agency dated as of December 2015 and delivered at the closing for the Series 2015 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 2015 Bonds. In reaching the conclusions expressed herein we have,with your concurrence,assumed and relied on 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 with 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, which assumptions we have not verified. 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. This opinion may be relied upon by the Agency only, and only in connection with the transaction to which reference is made above,and may not be used or relied upon by any other person for any purpose whatsoever without our express prior written consent. Respectfully submitted, LAW OFFICES OF STEVE E. BULLOCK, P.A. F-2 APPENDIX G Form of Disclosure Dissemination Agent Agreement [APPENDIX H Form of Specimen Municipal Bond Insurance Policy] • MIAMI BEACH REDEVELOPMENT AGENCY Tax Increment Revenue Bonds, Series 2015 (City Center/Historic Convention Village) BOND PURCHASE AGREEMENT , 2015 Board of Commissioners of the Miami Beach Redevelopment Agency 1700 Convention Center Drive Miami Beach, Florida 33139 Ladies and Gentlemen: Morgan Stanley & Co. LLC (the "Senior Managing Underwriter"), acting on behalf of itself and Wells Fargo Bank, National Association, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Raymond James & Associates, 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 Miami Beach Redevelopment Agency (the "Agency"), for the sale by the Agency and the purchase by the Underwriters of the Agency's $ Tax Increment Revenue Bonds, Series 2015 (City Center/Historic Convention Village) (the "Series 2015 Bonds"). This offer is made subject to acceptance by the Agency 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 Agency and the Underwriters. If this offer is not so accepted, it is subject to withdrawal by the Underwriters upon written notice delivered to the Agency at any time prior to such acceptance. In conformance with Section 218.385, Florida Statutes, as amended, the Underwriters hereby deliver the Disclosure and Truth-in-Bonding Statement attached hereto as Exhibit "A." Capitalized terms used in this Purchase Agreement, but not defined, are used with the meanings ascribed to them in the Bond Resolution hereinafter described. The Senior Managing Underwriter represents that it is authorized on behalf of itself and the other Underwriters to enter into this Purchase Agreement and to take any other actions that may be required on behalf of the Underwriters. SECTION 1. (a) Upon the terms and conditions and upon the basis of the representations and warranties herein set forth, the Underwriters hereby agree to purchase from the Agency, and the Agency hereby agrees to sell to the Underwriters all (but not less than all) of the Series 2015 Bonds for a purchase price equal to $ (which purchase price is the aggregate principal amount of the Series 2015 Bonds of $ , plus/minus a net original issue premium/discount of $ and less an Underwriters' discount of$ ). The purchase price for the Series 2015 Bonds shall be payable to the Agency in immediately available funds. (b) In connection with the execution of this Purchase Agreement, the Senior Managing Underwriter, on behalf of the Underwriters, has delivered to the Agency a wire transfer credited to the order of the Agency in immediately available federal funds in the aggregate amount of Dollars ($ ) (the "Good Faith Deposit"), which is being delivered to the Agency on account of the purchase price of the Series 2015 Bonds and as security for the performance by the Underwriters of their obligation to accept and to pay for the Series 2015 Bonds. If the Agency does not accept this offer, the Good Faith Deposit shall be immediately returned to the Senior Managing Underwriter by wire transfer credited to the order of the Senior Managing Underwriter in the amount of the Good Faith Deposit, in federal funds to the Senior Managing Underwriter. In the event the hereinafter defined Closing takes place, the amount of the Good Faith Deposit shall be credited against the purchase price of the Series 2015 Bonds pursuant to Section 1(a). In the event of the Agency's failure to deliver the Series 2015 Bonds at the Closing, or if the Agency 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 Agency shall immediately wire to the Senior Managing Underwriter in federal funds the Good Faith Deposit without interest, and such wire shall constitute a full release and discharge of all claims by the Underwriters against the Agency 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 2015 Bonds upon their tender by the Agency at the Closing, the amount of the Good Faith Deposit shall be retained by the Agency 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 Agency 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 2015 Bonds will be issued pursuant to Chapter 163, Part III, Florida Statutes, as amended, and other applicable provisions of law (collectively, the "Act"), and pursuant and subject to the terms and conditions of Resolution No. 2015- .adopted by the Board of Commissioners of the Agency (the 2 "Commission") on , 2015 (the "Bond Resolution"). The Series 2015 Bonds will be secured as provided in the Bond Resolution. The Series 2015 Bonds shall mature and have such other terms and provisions as are described on Exhibit "B" hereto. Proceeds of the Series 2015 Bonds will provide funds, together with other available funds, to (i) pay the costs of certain public improvements in accordance with the Redevelopment Plan (as defined in the Bond Resolution) and as described in Exhibit "A" of the Bond Resolution (the "Series 2015 Redevelopment Project"), (ii) refund the Outstanding Prior Bonds, as described in the Bond Resolution, (iii) fund the Debt Service Reserve Account, and (iv) pay costs of issuance of the Series 2015 Bonds. It shall be a condition to the obligation of the Agency to sell and deliver the Series 2015 Bonds to the • Underwriters, and to the obligation of the Underwriters to purchase and accept delivery of the Series 2015 Bonds, that the entire aggregate principal amount of the Series 2015 Bonds shall be sold and delivered by the Agency and accepted and paid for by the Underwriters at the Closing. (d) The Underwriters agree to make a bona fide public offering of substantially all of the Series 2015 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; provided, however, that the Underwriters reserve the right to make concessions to certain dealers, certain dealer banks and banks acting as agents and to change such initial public offering prices as the Underwriters shall deem necessary in connection with the marketing of the Series 2015 Bonds. At the Closing, the Underwriters shall deliver to the Agency a certificate, in a form acceptable to Bond Counsel, stating the facts of the sale of the Series 2015 Bonds in a manner such that the issue price can reasonably be established. (e) The Official Statement shall be provided for distribution, at the expense of the Agency, in such quantity as may be requested by the Underwriters no later than the earlier of (i) seven (7) business days after the date hereof, or (ii) one (1) business day prior to the Closing date, in order to permit the Underwriters to comply with Rule 15c2-12 (the "Rule") of the Securities and Exchange Commission ("SEC"), and the applicable rules of the Municipal Securities Rulemaking Board ("MSRB"), with respect to distribution of the Official Statement The Senior Managing Underwriter agrees to file the Official Statement with the Electronic Municipal Market Access system ("EMMA") (accompanied by a completed Form G-32) by the date of Closing. The filing of the Official Statement with EMMA shall be in accordance with the terms and conditions applicable to EMMA. (f) From the date hereof until the earlier of (i) ninety days from the "end of the underwriting period" (as defined in the Rule), or (ii) the time when the Official Statement is available to any person from the MSRB (but in no case less than twenty-five (25) days following the end of the underwriting period), if any event 3 occurs or a condition or circumstance exists which may make it necessary to amend or supplement the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party discovering such event, condition or occurrence shall notify the other party and if, in the reasonable opinion of the Agency 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 Agency, 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 2015 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 Agency 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 Agency 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 2015 Bonds for all purposes of the Rule and this Purchase Agreement is the date of Closing. In the event the written notice described in the preceding sentence is given by the Underwriters to the Agency, such written notice shall specify the date after which no participating underwriter, as such term is defined in the Rule, remains obligated to deliver Official Statements pursuant to paragraph (b)(4) of the Rule. (g) The Agency hereby approves and authorizes the delivery and distribution of 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 Agency prior to the Closing in connection with the public offering and sale of the Series 2015 Bonds. SECTION 2. The Agency represents and warrants to and agrees with the Underwriters as follows: (a) The Bond Resolution was adopted by the Commission at meetings duly called and held in open session upon requisite prior public notice pursuant to the laws of the State of Florida and the standing resolutions and rules of procedure of the Commission. The Agency has full right, power and authority to adopt the Bond Resolution. On the date hereof, the Bond Resolution is, and, at the Closing shall 4 be, in full force and effect, and no portions thereof have been or shall have been supplemented, repealed, rescinded or revoked. The Bond Resolution constitutes the legal, valid and binding obligation of the Agency, enforceable in accordance with its terms. The Bond Resolution creates a lien upon and pledge of Pledged Funds, for the payment of principal and interest on the Series 2015 Bonds. (b) As of their respective dates and, with respect to the Official Statement, at the time of Closing, the statements and information contained in the Preliminary Official Statement and the Official Statement are and will be accurate in all material respects for the purposes for which their use is authorized, and do not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, any amendments to the Preliminary Official Statement and the Official Statement prepared and furnished by the Agency 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 2015 Bonds, the Bond Resolution, the Escrow Deposit Agreements relating to the refunding of the Prior Outstanding Bonds (the "Escrow Deposit Agreements") and the Disclosure Dissemination Agent Agreement relating to the Series 2015 Bonds (the "Continuing Disclosure Agreement") conform to the descriptions thereof set forth in the Official Statement. (c) The Agency 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 Agency is a party or to which the Agency or any of its properties or other assets is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument, in any such case to the extent that the same would have a material and adverse effect upon the business or properties or financial condition of the Agency, including the Agency's receipts of the Trust Fund Revenues (as defined in the Bond Resolution) in the amount contemplated by the Official Statement; and the execution and delivery of the Series 2015 Bonds, the Continuing Disclosure Agreement, the Escrow Deposit Agreements and this Purchase Contract and the adoption of the Bond Resolution, and compliance with the provisions on the Agency's part contained in each, will not conflict with or constitute a breach of or default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Agency is a party or to which the Agency 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 Agency under the terms of any such law, 5 regulation or instrument, except as provided or permitted by the Series 2015 Bonds and the Bond Resolution. (d) As of its date, the Preliminary Official Statement was deemed "final" (except for permitted omissions) by the Agency for purposes of paragraph (b)(1) of the Rule. (e) On the date hereof, the Commission is the governing body of the Agency and the Agency is, and will be on the date of the Closing, duly organized and validly existing as a community Redevelopment agency under the Act, with the power and authority set forth therein. (f) The Agency has full right, power and authority to issue, sell and deliver the Series 2015 Bonds to the Underwriters as described herein; to provide funds to finance the Series 2015 Redevelopment Project and to refinance the Outstanding Prior Bonds; to enter into this Purchase Agreement, the Escrow Deposit Agreements and the Continuing Disclosure Agreement (collectively, the "Bond Documents"), to issue and deliver the Series 2015 Bonds as provided in this Purchase Agreement and the Bond Resolution, to apply the proceeds of the sale of the Series 2015 Bonds for the purposes described herein and in the Official Statement, to execute and deliver the Bond Documents, and to carry out and consummate the transactions contemplated by the aforesaid documents. (g) At meetings of the Commission that were duly called and at which a quorum was present and acting throughout, the Commission approved the execution and delivery of the Series 2015 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 2015 Bonds. The Agency represents that it will have no bonds or other indebtedness outstanding that are secured by the Pledged Funds, other than as described in the Official Statement. All conditions and requirements of the Bond Resolution relating to the issuance of the Series 2015 Bonds have been complied with or fulfilled, or will be complied with or fulfilled on the date of Closing. (h) Since September 30, 2014, there has been no material adverse change in the financial position, results of operations or condition, financial or otherwise, of the Agency other than as disclosed in the Official Statement and the Agency 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 Agency of the Series 2015 Bonds, the Bond Documents, the Official Statement, the adoption of the Bond Resolution, and the performance of its obligations thereunder or as contemplated thereby; provided, however, that no representation is made concerning compliance with the registration requirements 6 of the federal securities laws or the securities or Blue Sky laws of the various states. (j) The Agency 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. (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 Agency or the Commission, or the titles of the officers of the Agency or the Commission to their respective offices; (ii) seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Series 2015 Bonds or the collection of the Trust Fund Revenues, pledged to pay the principal of and interest on the Series 2015 Bonds in the manner and to the extent provided in the Bond Resolution, or the application of the proceeds of the Series 2015 Bonds or in which an unfavorable decision, ruling or finding would materially adversely affect the financial position of the Agency or the validity or enforceability of the Series 2015 Bonds, the Bond Resolution 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 2015 Bonds from gross income for federal income tax.purposes; or (v) challenging the Agency's ownership or operation of the Series 2015 Redevelopment Project or any Redevelopment Projects, nor, to the best knowledge of the Agency, is there any basis therefor. (1) When duly executed and delivered, the Series 2015 Bonds, and the Bond Documents will have been duly authorized, executed, issued and delivered and will constitute valid and binding obligations of the Agency, 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 Agency will furnish such information, execute such instruments and take such other action in cooperation with the Senior Managing Underwriter as the Senior Managing Underwriter may reasonably request to: (i) qualify the Series 2015 Bonds for offer and sale under the "blue sky" or other securities laws and regulations of such states and other jurisdictions of the United States of America as the Senior Managing Underwriter may designate; (ii) determine the eligibility of the Series 2015 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 2015 Bonds; provided that the Agency will not be required to qualify to do business or submit to service of process in any such jurisdiction. (n) The Agency has not been notified of any listing or the proposed listing of the Agency by the Internal Revenue Service as an issuer whose arbitrage certifications may not be relied upon. 7 (o) Any certificate signed by any official of the Agency and delivered to the Underwriters will be deemed to be a representation by the Agency to the Underwriters as to the statements made therein. (p) The Agency will undertake, pursuant to the Continuing Disclosure Agreement, to provide or cause to be provided to the MSRB certain annual financial information 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 Agency and fairly present the financial condition and results of the operations of the Agency at the dates and for the periods indicated. (r) The Agency will provide to the rating agencies rating the Series 2015 Bonds appropriate periodic credit information necessary for maintaining the ratings on the Series 2015 Bonds. (s) Except as disclosed in the Official Statement, within the last five (5) years, the Agency 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 Agency has agreed to undertake continuing disclosure obligations. (t) At the time of Closing, the Agency 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 Agency 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 2015 Bonds to be applied in a manner contrary to that provided for or permitted in the Bond Resolution and as described in the Official Statement. (v) No representation or warranty by the Agency in this Purchase Agreement, nor any statement, certificate, document or exhibit furnished to or to be furnished by the Agency 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 Agency 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 Agency 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 8 operations or condition, financial or otherwise, of the Agency, 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 Agency of this Purchase Agreement, the Underwriters shall receive from the Agency certified copies of the Bond Resolution. SECTION 4. At 10:00 a.m. (Eastern Time) on , 2015, or at such earlier or later time or date as the parties hereto mutually agree upon (the "Closing"), the Agency will cause to be delivered to the Underwriters, at the offices of Squire Patton Boggs (US) LLP ("Bond Counsel"), in the Agency 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 2015 Bonds, in the form of one typewritten, fully registered bond with a CUSIP identification number thereon for each maturity of the Series 2015 Bonds, duly executed and authenticated and registered in the name of Cede & Co., as nominee for DTC, through the DTC FAST System to the Underwriters. At the Closing, the Underwriters shall evidence their acceptance of delivery of the Series 2015 Bonds and pay the purchase price of the Series 2015 Bonds as set forth in Section 1(a) of this Purchase Agreement. SECTION 5. The Underwriters have entered into this Purchase Agreement in reliance upon the representations and agreements of the Agency herein and the performance by the Agency of its obligations hereunder, both as of the date hereof and as of the date of Closing. The Agency's and the Underwriters' obligations under this Purchase Agreement are and will be subject to the following further conditions: (a) at the time of Closing: (i) the Bond Resolution and the Bond Documents will be in full force and effect and will not have been amended, modified or supplemented, except as may have been agreed to in writing by the Senior Managing Underwriter; (ii) the proceeds of the sale of the Series 2015 Bonds shall be applied as described in the Official Statement; and (iii) the Commission shall have duly adopted and there shall be in full force and effect, resolutions as, in the opinion of Bond Counsel, shall be necessary in connection with the transactions contemplated hereby; (b) at or prior to the Closing, the Underwriters shall receive the following documents: (i) the opinion of Bond Counsel with respect to the Series 2015 Bonds, dated the date of Closing, substantially in the form attached to the Official Statement as Appendix , either addressed to the Underwriters and the Agency or accompanied by a letter addressed to the Underwriters indicating that it may rely on said opinion as if it were addressed to them; 9 (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 SERIES 2015 BONDS", "THE SERIES 2015 BONDS" (except for information under the subheading "Book-Entry Only System"), and "SECURITY FOR THE SERIES 2015 BONDS" (except for the information under the subheading "RESERVE ACCOUNT"),] and believe that, insofar as such statements purport to summarize certain provisions of the Series 2015 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 2015 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"); (iii) the opinion of the Law Offices of Steve E. Bullock, P.A., Disclosure Counsel to the Agency, dated the date of Closing and either addressed to the Underwriters and the Agency or accompanied by a letter addressed to the Underwriters indicating that it may rely on said opinion as if it were addressed to them, in form and substance acceptable to the Agency and the Underwriters, (i) to the effect that nothing has come to its attention which leads it to believe that the Official Statement 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, (ii) the Continuing Disclosure Agreement complies, in all material respects, with the requirements of Rule 15(c)2-12(b)(5), and (iii) the Series 2015 Bonds are exempt from the registration requirements of the 1933 Act and the Bond Resolution is exempt from qualification under the 1939 Act; (iv) the opinion of Raul Aguila, Esq., Counsel to the Agency, dated the date of Closing and addressed to the Underwriters and the Agency, to the effect that: (A) the Commission is the governing body of the Agency and the Agency is validly existing as a public agency created 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 Agency has obtained all governmental consents, approvals and authorizations necessary for execution and delivery of the Bond Documents, for issuance of the Series 2015 Bonds and for execution and delivery of the Official Statement and consummation of the transactions contemplated thereby and hereby; (C) the Agency has full legal right, power and authority to pledge and grant a lien on the Trust Fund Revenues, for the security of the Series 2015 Bonds on parity and equal status with any other Bonds issued pursuant to the 10 Bond Resolution; (D) the Agency has duly adopted the Bond Resolution - and approved the form, execution, distribution and delivery of the Official Statement and the other Bond Documents; (E) the Series 2015 Bonds and the Bond Documents have each been duly authorized, executed and delivered by the Agency and, assuming due authorization, execution and delivery thereof by the other parties thereto, if any, each constitutes a valid and binding agreement of the Agency, enforceable in accordance with its terms; (F) the information in the Official Statement with respect to the Agency (excluding financial, statistical and demographic information and information relating to DTC, as to which no opinion need be expressed) is, to the best knowledge of such counsel after due inquiry with respect thereto, correct in all material respects and does not omit any matter necessary in order to make the statements made therein regarding such matters, in light of the circumstances under which such statements are made, not misleading, and, based on its participation as counsel to the Agency, 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; (G) except as disclosed in the Official Statement under the caption "LITIGATION," there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body pending or, to the best of knowledge of such counsel, threatened, against or affecting the Commission or the Agency challenging the validity of the Series 2015 Bonds, the Bond Resolution, the Bond Documents, or any of the transactions contemplated thereby or by the Official Statement, or challenging the existence of the Agency or the respective powers of the several offices of the officials of the Agency or the titles of the officials holding their respective offices, or challenging the Agency's ownership or operation of the Redevelopment Projects or the pledge of the Trust Fund Revenues for the payment of the Series 2015 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 2015 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 Agency a breach of or default under, or result in the creation of a lien on any property of the Agency (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 Agency is a party, or any existing law, regulation, court order or consent decree to which the Commission or the Agency is subject; (v) a certificate, dated the date of Closing, signed on behalf of the Agency by the Chairman and Executive Director of the Agency, setting forth such 11 matters as the Senior Managing Underwriter may reasonably require, including that each of the representations of the Agency 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 Agency, the Series 2015 Redevelopment Project or the Series 2015 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 customary signature certificate, dated the date of Closing, signed on behalf of the Agency by the Secretary of the Agency; (vii) letters from Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services ("S&P") addressed to the Agency, to the effect that the Series 2015 Bonds have been assigned ratings of " " and " " with a " outlook," respectively, which ratings shall be in effect as of the Closing date; (viii) a customary authorization and incumbency certificate, dated the date of Closing, signed by authorized officers of the Bond Registrar; (ix) 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 2015 Bonds may be sold in compliance with the "blue sky"or securities laws of such jurisdictions; (x) such additional documents as may be required by the Bond Resolution to be delivered as a condition precedent to the issuance of the Series 2015 Bonds; (xi) such additional legal opinions, proceedings, instruments and other documents as the Senior Managing Underwriter, Underwriters' Counsel or Bond Counsel may reasonably request. All of the opinions, letters, certificates, instruments and other documents mentioned in this Purchase Agreement shall be deemed to be in compliance with the provisions of this Purchase Agreement if, but only if, in the reasonable judgment of the Senior Managing Underwriter and Underwriters' Counsel, they are satisfactory in form and substance. SECTION 6. If the Agency 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 12 Underwriters and the Agency shall have no further obligation hereunder, except that the respective obligations of the parties hereto provided in Section 7 hereof shall continue in full force and effect and the Agency shall return the Good Faith Deposit as provided in Section 1(b). SECTION 7. (a) The following costs and expenses relating to the transaction contemplated or described in this Purchase Agreement shall be borne and paid by the Agency regardless of whether the transaction contemplated herein shall close: printing of Series 2015 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 Financial Advisor; any accounting fees; the Bond Registrar fees; fees of the rating agencies; and any other fees as described in Schedule A-1 hereto. The Agency shall pay any expenses incurred by the Underwriters on behalf of the Agency and its staff in connection with the marketing, issuance and delivery of the Series 2015 Bonds, including, but not limited to, meals, transportation and lodging of the Agency's employees and representatives; the Agency's obligations in regard to these 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 2015 Bonds; and (iii) the cost of preparing, printing and distributing the Blue Sky and Legal Investment Surveys, if any, and the filing fees required by the "blue sky" laws of various jurisdictions. SECTION 8. The Agency acknowledges and agrees that: (i) the transactions contemplated by this Purchase Agreement are arm's length, commercial transactions between the Agency and the Underwriters in which the Underwriters are acting solely as a principal and are not acting as a municipal advisor, financial advisor or fiduciary to the Agency; (ii) the Underwriters have not assumed any advisory or fiduciary responsibility to the Agency with respect to the transactions contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriters or their affiliates have provided other services or are currently providing other services to the Agency on other matters); (iii) the only obligations the Underwriters have to the Agency with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement; (iv) the Agency has consulted its own financial and/or municipal, legal, accounting, tax, and other advisors, as applicable, to the extent it has deemed appropriate and (v) the Underwriters have financial and other interests that differ from those of the Agency. The primary role of the Underwriters, is to purchase the Series 2015 Bonds, for resale to investors, in an arm's-length commercial transaction between the Agency and the Underwriters. 13 SECTION 9. The Underwriters shall have the right to cancel their obligations hereunder by if the Senior Managing Underwriter notifies the Agency in writing of their election to do so between the date hereof and the Closing if, at any time hereafter and on or prior to the Closing: (a) A committee of the House of Representatives or the Senate of the Congress of the United States shall have pending before it legislation, or a tentative decision with respect to legislation shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States of America, or legislation shall be favorably reported by such a committee or be introduced, by amendment or otherwise, in, or be passed by, the House of Representatives or the Senate, or recommended to the Congress of the United States of America for passage by the President of the United States of America, or be enacted by the Congress of the United States of America, or an announcement or a proposal for any such legislation shall be made by a member of the House of Representatives or the Senate of the Congress of the United States, or a decision by a court established under Article III of the Constitution of the United States of America or the Tax Court of the United States of America shall be rendered, or a ruling, regulation, or order of the Treasury Department of the United States of America or the Internal Revenue Service shall be made or proposed having the purpose or effect of imposing federal income taxation, or any other event shall have occurred which results in or proposes the imposition of federal income taxation, upon revenues or other income of the general character to be derived by the Agency, 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 2015 Bonds which, in the Senior Managing Underwriter's opinion, materially and adversely affects the market price of the Series 2015 Bonds. (b) Any legislation, ordinance, rule, or regulation shall be introduced in or be enacted by any governmental body, department, or agency of the United States or of any state, or a decision by any court of competent jurisdiction within the United States or any state shall be rendered, which, in the Senior Managing Underwriter's reasonable opinion, materially adversely affects the market price of the Series 2015 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 2015 Bonds, or the issuance, offering, or sale of the Series 2015 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. 14 (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 2015 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 2015 Bonds, as contemplated hereby or by the Official Statement. (e) Any event shall have occurred, or information shall have become known, which, in the Senior Managing Underwriter's reasonable opinion, makes untrue in any material respect any representation by or certificate of the Agency hereunder, or any statement or information furnished to the Underwriters by the Agency for use in connection with the marketing of the Series 2015 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 Agency shall be granted a reasonable amount of time in which to cure any such untrue or misleading statement or information. (f) Additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange. (g) The New York Stock Exchange or any other national securities exchange, or any governmental authority, shall impose, as to Series 2015 Bonds or obligations of the general character of the Series 2015 Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or a change to the net capital requirements of the Underwriters. (h) A general banking moratorium or suspension or limitation of banking services shall have been established by federal, Florida or New York authorities or a major financial crisis or material disruption in commercial banking or securities settlement or clearance services shall have occurred. (i) Any proceeding shall be pending, or to the knowledge of the Underwriters, threatened, to restrain, enjoin, or otherwise prohibit the issuance, sale, or delivery of the Series 2015 Bonds by the Agency or the purchase, offering, sale, or distribution of the Series 2015 Bonds by the Underwriters, or for any investigatory or other proceedings under any federal or state securities laws or the rules and regulations of the National Association of Securities Dealers, Inc. relating to the issuance, sale, or delivery of the Series 2015 Bonds by the Agency or the purchase, offering, sale, or distribution of the Series 2015 Bonds by the Underwriters. 15 (j) There shall have occurred any new outbreak or escalation of hostilities, any declaration by the United States of war or any national or international calamity or crisis, the effect of such outbreak, escalation, declaration, calamity or crisis being such as would cause a major disruption in the municipal bonds market and as, in the reasonable judgment of the Senior Managing Underwriter, would make it impracticable or inadvisable for the Underwriters to market the Series 2015 Bonds or to enforce contracts for the sale of the Series 2015 Bonds. (k) Prior to Closing, any of the rating agencies which have rated the Series 2015 Bonds shall inform the Agency or the Underwriters that the Series 2015 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 Agency 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 Agency, 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 2015 Bonds or the ability of the Underwriters to enforce contracts of the sale of the Series 2015 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 Agency at: Miami Beach Redevelopment Agency c/o City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, FL 33139 Attention: John Woodruff, Interim Chief Financial Officer To the Underwriters (as the Senior Managing Underwriter, the representative on behalf of the Underwriters) at:, Morgan Stanley& Co., LLC 1560 Sawgrass Corp Pkwy, Suite 479 Sunrise, Florida 33323 Attention: J.W. Howard 16 SECTION 11. This Purchase Agreement is made solely for the benefit of the Agency 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 Agency in this Purchase Agreement shall remain operative and in full force and effect and shall survive delivery of and payment for the Series 2015 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] 17 If the foregoing is acceptable to you, please sign below and this Purchase Agreement will become a binding agreement between the Agency and the Underwriters. Very Truly Yours, MORGAN STANLEY & CO. LLC, on behalf of itself and WELLS FARGO BANK, NATIONAL ASSOCIATION, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, RAYMOND JAMES & ASSOCIATES, INC., and LOOP CAPITAL MARKETS LLC By: Name: Title: Accepted and confirmed as of the date first above written: MIAMI BEACH REDEVELOPMENT AGENCY By: Name: Title: Chairperson APPROVED AS TO FORM&LANGUAGE &FOR EXECUTION l9\ Redevelopment Agency Date General Counsel 18 EXHIBIT A (Disclosure and Truth-in-Bonding Statement) MIAMI BEACH REDEVELOPMENT AGENCY Tax Increment Revenue Bonds, Series 2015 (City Center/Historic Convention Village) , 2015 Board of Commissioners of the Miami Beach Redevelopment Agency 1700 Convention Center Drive Miami Beach, Florida 33139 Ladies and Gentlemen: In connection with the proposed execution and delivery of the $ Miami Beach Redevelopment Agency Tax Increment Revenue Bonds, Series 2015 (City Center/Historic Convention Village) (the "Series 2015 Bonds"), Morgan Stanley & Co. LLC (the "Senior Managing Underwriter"), acting on behalf of itself Wells Fargo Bank, National Association, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Raymond James & Associates, Inc., and Loop Capital Markets LLC (collectively, with the Senior Managing Underwriter, the "Underwriters"), has agreed to underwrite a public offering of the Series 2015 Bonds. Arrangements for underwriting the Series 2015 Bonds will include a Bond Purchase Agreement between the Miami Beach Redevelopment Agency (the "Agency") 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 2015 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 2015 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 Agency for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the Agency and the Underwriters or to exercise or attempt to exercise any influence to effect any transaction in connection with the purchase of the Series 2015 Bonds by the Underwriters. (c) The total underwriting spread is $ ($ /$1,000 of Bonds). Exhibit A-1 (d) The Management Fee is $ ($ /$1,000 of Bonds). (e) The Underwriters' Expenses are $ ($ /$1,000 of Bonds). (f) No other fee, bonus or other compensation has been or will be paid by the Underwriters in connection with the issuance of the Series 2015 Bonds to any person not regularly employed or retained by the Underwriters, except Underwriters' Counsel, Greenberg Traurig, P.A., as shown on Schedule A-1 hereto, including any "finder" as defined in Section 218.386(1)(a), Florida Statutes, as amended. (g) The names and addresses of the Underwriters are: Morgan Stanley & Co. LLC 1560 Sawgrass Corp Pkwy, Suite 479 Sunrise, Florida 33323 Attn: J.W. Howard Wells Fargo Bank,National Association 2363 Gulf-to-Bay Blvd, Suite 200 Clearwater, Florida 33765 Attn: J. Michael 011iff Bank of America Merrill Lynch 355 Alhambra Circle, Suite 1360 Coral Gables, Florida 33134 Attn: Jose R. Pagan Raymond James & Associates, Inc. Attn: Loop Capital Markets LLC 111 West Jackson Blvd., Suite 1901 Chicago, Illinois 60604 Attn: Deborah Knox (h) The Agency is proposing to issue $ principal amount of the Series 2015 Bonds, as described in the Official Statement dated , 2015 relating to the Series 2015 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 2015 Bonds will be $ . Proceeds of the Series 2015 Bonds will provide funds, together with other available funds, to (i) pay the costs of certain redevelopment projects, (ii) refinance the Outstanding Prior Bonds, (iii) [fund required reserves, and (iv)] pay costs of issuance of the Series 2015 Bonds. Exhibit A-2 (i) The anticipated source of repayment or security for the Series 2015 Bonds is the Trust Fund Revenues (as defined in the Bond Resolution, which in turn is defined in the Purchase Agreement). Authorizing these obligations will result in an 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 Agency over a period of approximately_years. [Remainder of page intentionally left blank] Exhibit A-3 1 We understand that you do not require any further disclosure from the Underwriters pursuant to Section 218.385, Florida Statutes, as amended. Very Truly Yours, MORGAN STANLEY & CO. LLC, on behalf of itself and WELLS FARGO BANK, NATIONAL ASSOCIATION, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, RAYMOND JAMES & ASSOCIATES, INC., and LOOP CAPITAL MARKETS LLC By: Name: Title: Exhibit A-4 SCHEDULE "A-1" DETAILED BREAKDOWN OF UNDERWRITERS' DISCOUNT $ MIAMI BEACH REDEVELOPMENT AGENCY Tax Increment Revenue Bonds, Series 2015 (City Center/Historic Convention Village) Spread Breakdown $/$1,000 Amount Underwriter/Takedown: $ Expenses: Total i Expense Breakdown $/$1,000 Amount Total i Schedule A-1 EXHIBIT B MIAMI BEACH REDEVELOPMENT AGENCY Tax Increment Revenue Bonds, Series 2015 (City Center/Historic Convention Village) MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS AND PRICES $ Serial Bonds Maturity Principal ( 1) Amount Interest Rate Yield Price $ % Term Bond Due 1, ; Yield %; Price $ % Term Bond Due 1, ; Yield %; Price [Insert Redemption Provisions] MIA 184716594v2 Exhibit B-1 DISCLOSURE DISSEMINATION AGENT AGREEMENT This Disclosure Dissemination Agent Agreement (the "Disclosure Agreement"), dated as of , 2015, is executed and delivered by the Miami Beach Redevelopment Agency (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 be filed with the MSRB. "Annual Financial Information" means annual financial information as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 3(a) of this Disclosure Agreement. "Annual Report" means an Annual Report described in and consistent with Section 3 of this Disclosure Agreement. "Audited Financial Statements" means the financial statements (if any) of the Issuer for the prior Fiscal Year, certified by an independent auditor as prepared in accordance with generally accepted accounting principles or otherwise, as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 3(b) of this Disclosure Agreement. "Bonds" means the bonds as listed on the attached Exhibit A, with the 9-digit CUSIP numbers relating thereto. "Certification" means a written certification of compliance signed by the Disclosure Representative stating that the Annual Report, Audited Financial Statements, Voluntary Report, Notice Event notice or Failure to File Event notice delivered to the Disclosure Dissemination Agent is the Annual Report, Audited Financial Statements, Voluntary Report, Notice Event notice or Failure to File Event notice required to be submitted to the MSRB under this Disclosure Agreement. A Certification shall accompany each such document submitted to the Disclosure Dissemination Agent by the Issuer and include the full name of the Bonds and the 9-digit CUSIP numbers for all Bonds to which the document applies. 003-4430-4728/3/AMERICAS "Disclosure Dissemination Agent" means Digital Assurance Certification, L.L.C, acting in its capacity as Disclosure Dissemination Agent hereunder, or any successor Disclosure Dissemination Agent designated in writing by the Issuer pursuant to Section 9 hereof. "Disclosure Representative" means the Executive Director of the Issuer or his or her designee, or such other person as the Issuer shall designate in writing to the Disclosure Dissemination Agent from time to time as the person responsible for providing Information to the Disclosure Dissemination Agent. "Failure to File Event" means the Issuer's failure to file an Annual Report on or before the Annual Filing Date. "Force Majeure Event" means: (i) acts of God, war, or terrorist action; (ii) failure or shut- down of the Electronic Municipal Market Access system maintained by the MSRB; or (iii) to the extent beyond the Disclosure Dissemination Agent's reasonable control, interruptions in telecommunications or utilities services, failure, malfunction or error of any telecommunications, computer or other electrical, mechanical or technological application, service or system, computer virus, interruptions in Internet service or telephone service (including due to a virus, electrical delivery problem or similar occurrence) that affect Internet users generally, or in the local area in which the Disclosure Dissemination Agent or the MSRB is located, or acts of any government, regulatory or any other competent authority the effect of which is to prohibit the Disclosure Dissemination Agent from performance of its obligations under this Disclosure Agreement. "Holder" means any person (a) having the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries) or (b) treated as the owner of any Bonds for federal income tax purposes. "Information" means the Annual Financial Information, the Audited Financial Statements (if any), the Notice Event notices, the Failure to File Event notices and the Voluntary Reports. "MSRB" means the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934. "Notice Event" means any of the events enumerated in paragraph (b)(5)(i)(C) of the Rule and listed in Section 4(a) of this Disclosure Agreement. "Obligated Person" means any person, including the Issuer, who is either generally or through an enterprise, fund, or account of such person committed by contract or other arrangement to support payment of all, or part of the obligations on the Bonds (other than providers of municipal bond insurance, letters of credit, or other liquidity facilities). "Official Statement" means that Official Statement prepared by the Issuer in connection with the Bonds. "Voluntary Report" means the information provided to the Disclosure Dissemination Agent by the Issuer pursuant to Section 7. 2 003-4430-4728/3/AMERICAS 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 ended September 30, 2015. Such date and each anniversary thereof is the Annual Filing Date. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 3 of this Disclosure Agreement. (b) If on the fifteenth (15th) day prior to the Annual Filing Date, the Disclosure Dissemination Agent has not received a copy of the Annual Report and Certification, the Disclosure Dissemination Agent shall contact the Disclosure Representative by telephone and in writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the Annual Report pursuant to Section 2(a). Upon such reminder, the Disclosure Representative shall either (i) provide the Disclosure Dissemination Agent with an electronic copy of the Annual Report and the Certification no later than two (2) business days prior to the Annual Filing Date, or (ii) instruct the Disclosure Dissemination Agent in writing that the Issuer will not be able to file the Annual Report within the time required under this Disclosure Agreement, state the date by which the Annual Report for such year will be provided and instruct the Disclosure Dissemination Agent that a Failure to File Event has occurred and to immediately send a notice to the MSRB in substantially the form attached as Exhibit B. (c) If the Disclosure Dissemination Agent has not received an Annual Report and Certification by 10:00 a.m. Eastern Time on the Annual Filing Date (or if such Annual Filing Date falls on a Saturday, Sunday or holiday, then the first business day thereafter) for the Annual Report, a Failure to File Event shall have occurred and the Issuer irrevocably directs the Disclosure Dissemination Agent to immediately send a 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. (e) The Disclosure Dissemination Agent shall: (i) verify the filing specifications of the MSRB each year prior to the Annual Filing Date; (ii) upon receipt, promptly file each Annual Report received under Sections 2(a) and 2(b) with the MSRB; 3 003-4430-4728/3/AMERICAS (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: 1. "Principal and interest payment delinquencies," pursuant to Sections 4(c) and 4(a)(1); 2. "Non-Payment related defaults, if material," pursuant to Sections 4(c) and 4(a)(2); 3. "Unscheduled draws on debt service reserves reflecting financial difficulties,"pursuant to Sections 4(c) and 4(a)(3); 4. "Unscheduled draws on credit enhancements reflecting financial difficulties,"pursuant to Sections 4(c) and 4(a)(4); 5. "Substitution of credit or liquidity providers, or their failure to perform," pursuant to Sections 4(c) and 4(a)(5); 6. "Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 570 1-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security," pursuant to Sections 4(c) and 4(a)(6); 7. "Modifications to rights of securities holders, if material," pursuant to Sections 4(c) and 4(a)(7); 8. "Bond calls, if material, and tender offers" pursuant to Sections 4(c) and 4(a)(8); 9. "Defeasances," pursuant to Sections 4(c) and 4(a)(9); 10. "Release, substitution, or sale of property securing repayment of the securities, if material," pursuant to Sections 4(c) and 4(a)(10); 11. "Rating changes," pursuant to Sections 4(c) and 4(a)(11); 12. "Bankruptcy, insolvency, receivership or similar event of the obligated person," pursuant to Sections 4(c) and 4(a)(12); 13. "The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive 4 003-4430-4728/3/AMERICAS 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 filing as "Failure to provide annual information as required" when filing pursuant to Section 2(b)(ii) or Section 2(c) of this Disclosure Agreement; (vi) upon receipt, promptly file the text of each Voluntary Report received under Section 7 with the MSRB. (vii) provide the Issuer evidence of the filings of each of the above when made, which shall be by means of the DAC system, for so long as DAC is the Disclosure Dissemination Agent under this Disclosure Agreement. (f) The Issuer may adjust the Annual Filing Date upon change of its Fiscal Year by providing written notice of such change and the new Annual Filing Date to the Disclosure Dissemination Agent and the MSRB, provided that the period between the existing Annual Filing Date and new Annual Filing Date shall not exceed one year. (g) Any Information received by the Disclosure Dissemination Agent before 10:00 a.m. Eastern time on any business day that it is required to file with the MSRB pursuant to the terms of this Disclosure Agreement and that is accompanied by a Certification and all other information required by the terms of this Disclosure Agreement will be filed by the Disclosure Dissemination Agent with the MSRB no later than 11:59 p.m. Eastern time on the same business day; provided, however, the Disclosure Dissemination Agent shall have no liability for any delay in filing with the MSRB if such delay is caused by a Force Majeure Event, provided that the Disclosure Dissemination Agent uses reasonable efforts to make any such filing as soon as possible. SECTION 3. Content of Annual Reports. (a) Each Annual Report shall contain the following Annual Financial Information for the prior Fiscal Year: the information in the Official Statement [in the table under the caption "HISTORICAL AND PROJECTED DEBT SERVICE COVERAGE" and in the table entitled "Miami Beach Redevelopment Agency Historical and Projected Taxable Real Property and Tax Increment Revenues City Center Historic Convention Village" and issuance of additional debt payable from the Pledged Funds]. (b) Audited Financial Statements prepared in accordance with generally accepted accounting principles ("GAAP") will be included in the Annual Report, but may be provided in accordance with Section 2(d). Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues with respect to which the Issuer is an 5 003-4430-4728/3/AMERICAS Obligated Person, which have been previously filed with the Securities and Exchange Commission or available to the public on the MSRB Internet Website. If the document incorporated by reference is a final official statement, it must be available from the MSRB. The Issuer will clearly identify each such document so incorporated by reference. Any Annual Financial Information containing modified operating data or financial information is required to explain, in narrative form, the reasons for the modification and the impact of the change in the type of operating data or financial information being provided. SECTION 4. Reporting of Notice Events. (a) The occurrence of any of the following events with respect to the Bonds constitutes a Notice Event: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults, if material; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements relating to the Bonds reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the Bonds; 7. Modifications to rights of Bond holders, if material; 8. Bond calls, if material, and tender offers; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Bonds, if material; 11. Rating changes on the Bonds; 12. Bankruptcy, insolvency, receivership or similar event of the Obligated Person; Note: for the purposes of the event identified in this subsection 4(a)(12), the event is considered to occur when any of the following occur: the appointment of a receiver,fiscal agent or similar officer for an Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated Person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders 6 003-4430-4728/3/AMERICAS of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated Person. 13. The consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of the Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and 14. Appointment of a successor or additional trustee or the change of name of a trustee, if material. The Issuer shall, in a timely manner not in excess of ten (10) business days after its occurrence, notify the Disclosure Dissemination Agent in writing of the occurrence of a Notice Event. Such notice shall instruct the Disclosure Dissemination Agent to report the occurrence pursuant to subsection (c) 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 disseminate the information (provided that such date is not later than the tenth (10th) business day after the occurrence of the Notice Event). (c) If the Disclosure Dissemination Agent has been instructed by the Issuer as prescribed in subsection (a) or (b)(ii) of this Section 4 to report the occurrence of a Notice Event, the Disclosure Dissemination Agent shall promptly file a notice of such occurrence with the MSRB in accordance with Section 2(e)(iv) hereof. SECTION 5. CUSIP Numbers. Whenever providing information to the Disclosure Dissemination Agent, including but not limited to Annual Reports, documents incorporated by reference to the Annual Reports, Audited Financial Statements, notices of Notice Events, Failure to File Events and Voluntary Reports filed pursuant to Section 7(a), the Issuer shall indicate the 7 003-4430-4728/3/AMERICAS full name of the Bonds and the 9-digit CUSIP numbers for the Bonds as to which the provided information relates. SECTION 6. Additional Disclosure Obligations. The Issuer acknowledges and understands that other state and federal laws, including but not limited to the Securities Act of 1933 and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, may apply to the Issuer, and that the failure of the Disclosure Dissemination Agent to so advise the Issuer shall not constitute a breach by the Disclosure Dissemination Agent of any of its duties and responsibilities under this Disclosure Agreement. The Issuer acknowledges and understands that the duties of the Disclosure Dissemination Agent relate exclusively to execution of the mechanical tasks of disseminating information as described in this Disclosure Agreement. SECTION 7. Voluntary Reports. (a) The Issuer may instruct the Disclosure Dissemination Agent to file information with the MSRB, from time to time pursuant to a Certification of the Disclosure Representative accompanying such information (a"Voluntary Report"). (b) Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information through the Disclosure Dissemination Agent using the means of dissemination set forth in this Disclosure Agreement or including any other information in any Annual Report, Audited Financial Statements, Voluntary Report, Notice Event notice or Failure to File Event notice, in addition to that required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Report, Audited Financial Statements, Voluntary Report, Notice Event notice, or Failure to File Event notice in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report, Audited Financial Statements, Voluntary Report, Notice Event notice or Failure to File Event notice. SECTION 8. Termination of Reporting Obligation. The obligations of the Issuer and the Disclosure Dissemination Agent under this Disclosure Agreement shall terminate with respect to the Bonds upon the legal defeasance, prior redemption or payment in full of all of the Bonds, when the Issuer is no longer an Obligated Person with respect to the Bonds, or upon delivery by the Disclosure Representative to the Disclosure Dissemination Agent of an opinion of nationally recognized bond counsel to the effect that continuing disclosure is no longer required. SECTION 9. Disclosure Dissemination Agent. The Issuer has appointed Digital Assurance Certification, L.L.C. as exclusive Disclosure Dissemination Agent under this Disclosure Agreement. The Issuer may, upon thirty days written notice to the Disclosure Dissemination Agent, replace or appoint a successor Disclosure Dissemination Agent. Upon termination of DAC's services as Disclosure Dissemination Agent, whether by notice of the Issuer or DAC, the Issuer agrees to appoint a successor Disclosure Dissemination Agent or, alternately, agrees to assume all responsibilities of Disclosure Dissemination Agent under this Disclosure Agreement for the benefit of the Holders of the Bonds. Notwithstanding any 8 003-4430-4728/3/AMERICAS 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 days' prior written notice to the Issuer. SECTION 10. Remedies in Event of Default. In the event of a failure of the Issuer or the Disclosure Dissemination Agent to comply with any provision of this Disclosure Agreement, 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. (b) The Disclosure Dissemination Agent may, from time to time, consult with legal counsel (either in-house or external) of its own choosing in the event of any disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or its respective duties hereunder, and shall not incur any liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. The reasonable fees and expenses of such counsel shall be payable by the Issuer. (c) All documents, reports, notices, statements, information and other materials provided to the MSRB under this Disclosure Agreement shall be provided in an electronic format and accompanied by identifying information as prescribed by the MSRB. 9 003-4430-4728/3/AMERICAS SECTION 12. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Issuer and the Disclosure Dissemination Agent may amend this Disclosure Agreement and any provision of this Disclosure Agreement may be waived, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws acceptable to both the Issuer and the Disclosure Dissemination Agent to the effect that such amendment or waiver does not materially impair the interests of Holders of the Bonds and would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule; provided neither the Issuer or the Disclosure Dissemination Agent shall be obligated to agree to any amendment modifying their respective duties or obligations without their consent thereto. Notwithstanding the preceding paragraph, the Disclosure Dissemination Agent shall have the right to adopt amendments to this Disclosure Agreement necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission from time to time by giving not less than 20 days written notice of the intent to do so together with a copy of the proposed amendment to the Issuer. No such amendment shall become effective if the Issuer shall, within 10 days following the giving of such notice, send a notice to the Disclosure Dissemination Agent in writing that it objects to such amendment. SECTION 13. Sources of Payments; No Personal Liability. Notwithstanding anything to the contrary contained in this Disclosure Agreement, the Issuer shall be required to use only Trust Fund 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 Trust Fund Revenues for that purpose. This Disclosure Agreement does not and shall not constitute a general obligation of the Issuer. No covenant, stipulation, obligation or agreement of the Issuer contained in this Disclosure Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future officer, agent or employee of the Issuer in other than that person's official capacity. SECTION 14. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Disclosure Dissemination Agent, the Underwriters, and the Holders from time to time of the Bonds, and shall create no rights in any other person or entity. 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. 10 003-4430-4728/3/AMERICAS 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: MIAMI BEACH REDEVELOPMENT AGENCY, as Issuer By: Jimmy L. Morales Executive Director APPROVED AS TO FORM&LANGUAGE & FOR EXECUTION q (2a lig Redevelopment Agency Gate General Counsel Kr • 11 003-4430-4728/3/AMERICAS EXHIBIT A NAME AND CUSIP NUMBERS OF BONDS Name of Issuer: Miami Beach Redevelopment Agency Obligated Person: Miami Beach Redevelopment Agency Name of Bond Issue: Date of Issuance: , 2015 Date of Official Statement: , 2015 CUSIP Numbers: A-1 003-4430-4728/3/AMERICAS EXHIBIT B NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT Issuer: Miami Beach Redevelopment Agency Obligated Person: Miami Beach Redevelopment Agency Name of Bond Issue: Date of Issuance: , 2015 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 , 2015, between the Issuer and Digital Assurance Certification, L.L.C., as Disclosure Dissemination Agent. The Issuer has notified the Disclosure Dissemination Agent that it anticipates that the Annual Report will be filed by Dated: Digital Assurance Certification, L.L.C., as Disclosure Dissemination Agent, on behalf of the Issuer cc: Miami Beach Redevelopment Agency B-1 003-4430-4728/3/AMERICAS MIAMI BEACH REDEVELOPMENT AGENCY and U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent ESCROW DEPOSIT AGREEMENT Relating to TAX INCREMENT REVENUE BONDS, TAXABLE SERIES 1998A (CITY CENTER/HISTORIC CONVENTION VILLAGE) and TAX INCREMENT REVENUE REFUNDING BONDS, TAXABLE SERIES 2005A (CITY CENTER/HISTORIC CONVENTION VILLAGE) DATED AS OF , 2015 003-4430-4742/4/AMERICAS ESCROW DEPOSIT AGREEMENT THIS ESCROW DEPOSIT AGREEMENT (the "Agreement") made and entered into as of , 2015, by and between the MIAMI BEACH REDEVELOPMENT AGENCY (the "Agency") and U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent (the "Escrow Agent"). WITNESSETH: WHEREAS, the Agency has heretofore issued its (i) $29,105,000 aggregate principal amount of Miami Beach Redevelopment Agency Tax Increment Revenue Bonds, Taxable Series 1998A (City Center/Historic Convention Village), dated as of July 29, 1998, presently outstanding in the principal amount of $10,000,000 (the "Outstanding Series 1998A Bonds"), and (ii) $51,440,000 aggregate principal amount of Miami Beach Redevelopment Agency Tax Increment Revenue Refunding Bonds, Taxable Series 2005A (City Center/Historic Convention Village), dated as of September 22, 2005, presently outstanding in the principal amount of $27,815,000 (the "Outstanding Series 2005A Bonds"), all pursuant to the provisions of Resolution No. 150-94 adopted by the Board of Commissioners of the Agency (the "Commission") on January 5, 1994, as supplemented (collectively, the "Prior Bond Resolution"); and WHEREAS, the Agency desires to refund and defease (i) all of the Outstanding Series 1998A Bonds (the "Refunded Series 1998A Bonds"), and (ii) all of the Outstanding Series 2005A Bonds (the "Refunded Series 2005A Bonds," and together with the Refunded Series 1998A Bonds, the "Refunded Bonds"), as more particularly described in Schedule A attached hereto and made a part hereof; and WHEREAS, the Agency has issued its $ aggregate principal amount of Miami Beach Redevelopment Agency Tax Increment Revenue [and] Refunding Bonds, Series 2015 (City Center/Historic Convention Village) (the "Bonds"), pursuant to the provisions of Resolution No. -2015 adopted by the Commission on , 2015 (the "Bond Resolution"), a portion of the proceeds of which Bonds is to be deposited with the Escrow Agent to provide, with investment earnings thereon and certain other available moneys, for the P � g y � refunding and defeasance of the Refunded Bonds; and Bonds; 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 when due or 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 003-4430-4742/4/AMERICAS Refunded Bonds, it is necessary for the Agency to enter into this Agreement with the Escrow Agent; NOW, THEREFORE, the Agency 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: ARTICLE I CREATION AND CONVEYANCE OF TRUST ESTATE Section 1.01. Creation and Conveyance of Trust Estate. The Agency 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 Account and allocable to the Refunded Series 1998A Bonds, and $ in moneys derived from the Account and allocable to the Refunded Series 2005A Bonds, each such account in the Sinking Fund created under the Prior 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 Agency, or by anyone on behalf of the Agency to the Escrow Agent for the benefit of the Refunded Bonds. 2 003-4430-4742/4/AMERICAS 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 Agency, or by anyone in its behalf, be subject to the pledge hereof. TO HAVE AND TO HOLD, all and singular, the Trust Estate (as such term is hereinafter defined), including all additional property which by the terms hereof has or may become subject to the encumbrances of this Agreement, unto the Escrow Agent, and its successors and assigns, forever in trust,however, for the sole benefit and security of the holders from time to time of the Refunded Bonds, but if the principal of and interest on all of the Refunded Bonds shall be fully and promptly paid when due, upon the maturity or 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. 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. Capitalized terms not otherwise defined in this Agreement shall have the meanings given to such terms in the Prior Bond Resolution. "Government Obligations" shall mean Defeasance Obligations (as defined in the Prior Bond Resolution with respect to the applicable Refunded Bonds) which are not subject to redemption prior to maturity. "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 3 003-4430-4742/4/AMERICAS designated "Miami Beach Redevelopment Agency Tax Increment Revenue and Refunding Bonds, Series 1998A and Series 2005A (City Center/Historic Convention Village) 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 Agency and, to the extent required by law, of the Escrow Agent. Concurrently with the delivery of this Agreement, the Agency 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 payment when due or upon 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 as the same are paid when due or 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 Agency shall cause to be deposited into the Escrow Deposit Trust Fund the amount of any deficiency immediately upon notice from the Escrow Agent. Section 3.03. Irrevocable Trust Created. The deposit of moneys and Government Obligations or other property hereunder in the Escrow Deposit Trust Fund shall constitute an irrevocable deposit of said moneys and Government Obligations and other property hereunder for the sole benefit of the holders of the Refunded Bonds, subject to the provisions of this Agreement. The holders of the Refunded Bonds, subject to the provisions of this Agreement, shall have an express lien on all moneys and principal of and earnings on the Government Obligations and other property in the Escrow Deposit Trust Fund. The moneys deposited in the Escrow Deposit Trust Fund and the matured principal of the Government Obligations and other property hereunder and the interest thereon shall be held in trust by the Escrow Agent, and shall be applied for the payment of Refunded Bonds, as more specifically set forth in Schedule C hereto. Section 3.04. Purchase of Government Obligations. The Escrow Agent is hereby directed immediately to purchase the Government Obligations listed in Schedule B from the proceeds of the Bonds and the Other Moneys 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 4 003-4430-4742/4/AMERICAS 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. Section 3.05. Substitution of Certain Government Obligations. (a) If so directed in writing by the Agency 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)(1) and (2) below. (b) If so directed in writing by the Agency at any time during the term of this Agreement, the Escrow Agent shall sell, transfer, exchange or otherwise dispose of, or request the redemption of, all or a portion of the Government Obligations then held in the Escrow Deposit Trust Fund and shall substitute for such Government Obligations other Government Obligations, designated by the Agency, 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 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 remaining 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 be deposited in the Interest Account within the Sinking Fund established under 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 may rely on all specific directions in this Agreement providing for the investment or reinvestment of the Escrow Deposit Trust Fund. 5 003-4430-4742/4/AMERICAS 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 shall pay from such moneys to U.S. g p g pY Bank National Association, in its capacity of Paying Agent with respect to the Refunded Bonds (as Trustee, Paying Agent and Registrar with respect to the Refunded Bonds, the "Refunded Bonds Trustee"), no later than the payment dates for the Refunded Bonds, as specified in Schedule C hereof, the amounts necessary to pay the principal of and interest on the Refunded Bonds, as specified in Schedule C hereof. The Agency hereby irrevocably determines, and instructs the Refunded Bonds Trustee and the Escrow Agent, to call for redemption prior to maturity, pursuant to their optional redemption provisions, the Refunded Series 2005A Bonds maturing December 1, 2016 through and including December 1, 2020 and December 1, 2022 on January , 2016 at a redemption price of 100% of the principal amount thereof, in accordance with the Prior Bond Resolution. The Agency, the Refunded Bonds Trustee and the Escrow Agent shall perform the responsibilities, described in the Prior Bond Resolution, in connection with the redemption of such Refunded Bonds, including the giving of notice of redemption as required therein. The Agency shall mail, or cause to be mailed, a copy of such notice of redemption to National Public Finance Guarantee Corporation, as successor to MBIA Insurance Corporation ("NPFGC"). The Agency shall also file, or cause to be filed, a copy of such notice of redemption with the Municipal Securities Rulemaking Board (the "MSRB"). In addition, the Refunded Bonds Trustee shall publish such notice of redemption one time in The Bond Buyer, New York, New York, at least 30 days prior to January , 2016. Section 3.07. Investment of Certain Moneys Remaining in Escrow Deposit Trust Fund. Subject to the provisions of Section 3.04 of this Agreement, the Escrow Agent shall invest and reinvest, at the written direction of the Agency, 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 Agency, 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 Agency and to the Escrow Agent, which opinion shall also be to the effect that such reinvestment of such moneys in such Government Obligations is not inconsistent with the statutes and regulations applicable to the Refunded Bonds and the Bonds. 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 deposited in the Interest Account within the Sinking Fund established under the Bond Resolution. 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 funds of the Agency 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 6 003-4430-4742/4/AMERICAS shall be deposited in the Interest Account within the Sinking Fund established under the Bond Resolution; 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, premium 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 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 Agency, and be entitled to receive from the Agency 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 Agency 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 Agency shall pay to the Escrow Agent reasonable compensation for all services rendered by it hereunder and also its reasonable expenses incurred in and about the administration and execution of the trusts hereby created and the performance of its powers and duties hereunder, all as provided in Schedule D hereto. 7 003-4430-4742/4/AMERICAS 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 Agency; provided, however, that the Agency 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 (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 be 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 Agency shall provide written notice of such proposed repeal, revocation, alteration or amendment to Standard & Poor's Ratings Services and Moody's Investors Service, Inc. at their addresses set forth below: Standard & Poor's Ratings Services 55 Water Street New York, New York 10041 Attn: Municipal Ratings Desk/Refunded Bonds Moody's Investors Service, Inc. 99 Church Street New York, New York 10007 Section 5.02. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the Agency or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. Section 5.03. Agreement Binding. All the covenants, proposals and agreements in this Agreement contained by or on behalf of the Agency 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. 8 003-4430-4742/4/AMERICAS Section 5.04. Notices to Escrow Agent and Agency. 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 Agency, 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: (a) As to the Agency - Miami Beach Redevelopment Agency 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: Executive Director (b) As to the Escrow Agent - U.S. Bank National Association 225 Water Street Suite 700 Jacksonville, Florida 32202 Attention: Corporate Trust Services Any party hereto may, by notice sent to the other parties hereto, designate a different or additional address to which notices under this Agreement are to be sent. Section 5.05. Termination. This Agreement shall terminate when all transfers and payments required to be made by the Escrow Agent under the provisions hereof shall have been made. Section 5.06. Execution by Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. Section 5.07. Notice of Defeasance. The Agency hereby irrevocably instructs U.S. Bank National Association, in its capacity of Registrar with respect to the Refunded Bonds, to give to the Holders of the Refunded Bonds and NPFGC, by first class mail, postage prepaid, as soon as practicable, and to file with the MSRB, as soon as practicable, notice of the defeasance of the Refunded Bonds, substantially in the form attached hereto as Schedule E. Section 5.08. Governing Law. This Agreement shall be governed by the laws of the State of Florida. 9 003-4430-4742/4/AMERICAS IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its duly authorized officers. MIAMI BEACH REDEVELOPMENT AGENCY By: Chairperson U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent By: Assistant Vice President APPROVED AS TO FORM&LANGUAGE & FOR EXECUTION Redevelopment Agency Date General Counsel 10 003-4430-4742/4/AMERICAS SCHEDULE A REFUNDED SERIES 1998A BONDS Maturity Date Principal Amount Interest Rate 12/01/2020 $10,000,000 6.680% REFUNDED SERIES 2005A BONDS Maturity Date Principal Amount Interest Rate 12/01/2016 $ 2,465,000 4.930% 12/01/2017 2,595,000 5.010 12/01/2018 2,730,000 5.110 12/01/2019 2,880,000 5.170 12/01/2020 3,645,000 5.200 12/01/2022 11,15 5,000 5.220 A-1 003-4430-4742/4/AMERICAS SCHEDULE B INVESTMENT OF BOND PROCEEDS AND OTHER MONEYS Type of Security Maturity Date Principal Amount Interest Rate % B-1 003-4430-4742/4/AMERICAS SCHEDULE C SCHEDULE OF PAYMENTS ON REFUNDED BONDS Principal Date Principal Redeemed Interest Total $ $ $ $ C-1 003-4430-4742/4/AMERICAS SCHEDULE D ESCROW AGENT FEES AND EXPENSES (i) In consideration of the services to be rendered by the Escrow Agent under the Agreement, the Agency agrees to pay the Escrow Agent an annual fee of $ payable on September 1 of each year until the Agreement has been terminated for all services to be incurred as Escrow Agent in connection with such services, and agrees to reimburse at cost all ordinary out-of-pocket expenses incurred by the Escrow Agent. 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 Agency also agrees to reimburse the Escrow Agent for any extraordinary expenses incurred by it in connection with the Agreement. 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 substitution under Section 3.05 or reinvestment under Section 3.07, 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 Agency under clause (i) or (ii) above shall not be paid from the Escrow Deposit Trust Fund, but shall be paid by the Agency from legally available funds of the Agency. D-1 003-4430-4742/4/AMERICAS SCHEDULE E NOTICE OF DEFEASANCE Miami Beach Redevelopment Agency Tax Increment Revenue Bonds, Taxable Series 1998A (City Center/Historic Convention Village) Dated: July 29, 1998 (the "Series 1998A Bonds") Maturity Date Principal Amount Interest Rate C USIP Numbers* 12/01/2020 $10,000,000 6.680% 593237CA6 Miami Beach Redevelopment Agency Tax Increment Revenue Refunding Bonds, Taxable Series 2005A (City Center/Historic Convention Village) Dated: September 22, 2005 (the"Series 2005A Bonds") Maturity Date Principal Amount Interest Rate CUSIP Numbers* 12/01/2016 $ 2,465,000 4.930% 593237DM9 12/01/2017 2,595,000 5.010 593237DN7 12/01/2018 2,730,000 5.110 593237DP2 12/01/2019 2,880,000 5.170 593237DQ0 12/01/2020 3,645,000 5.200 593237DR8 12/01/2022 11,155,000 5.220 593237DS6 NOTICE IS HEREBY GIVEN that monies have been deposited with U.S. Bank National Association, as Escrow Agent, for the payment of the principal of and interest on the outstanding bonds identified above (collectively, 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 Trustee, Paying Agent and Registrar for the Bonds, and the Escrow Agent have been irrevocably instructed to call for redemption prior to maturity, pursuant to their optional redemption provisions, the Series 2005A Bonds maturing December 1, 2016 through and including December 1, 2020 and December 1, 2022 on January _, 2016 at a redemption price of 100% of the principal amount thereof. The Series 1998A Bonds shall be paid on their maturity date. No representation is made as to the correctness of these CUSIP numbers either as printed on the Bonds or contained in this Notice. E-1 003-4430-4742/4/AMERICAS The amount so deposited as aforesaid has been calculated to be adequate to pay, when due, the principal of and interest on the Bonds to and including their maturity or redemption date described above. The Bonds are therefore deemed to have been paid in accordance with Section 304(M) of Resolution No. 150-94 adopted by the Miami Beach Redevelopment Agency on January 5, 1994. U.S. BANK NATIONAL ASSOCIATION, as Registrar Dated: , 2015 E-2 003-4430-4742/4/AMERICAS MIAMI BEACH REDEVELOPMENT AGENCY and U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent ESCROW DEPOSIT AGREEMENT Relating to TAX INCREMENT REVENUE REFUNDING BONDS, SERIES 2005B (CITY CENTER/HISTORIC CONVENTION VILLAGE) DATED AS OF , 2015 003-4430-4738/3/AMERICAS ESCROW DEPOSIT AGREEMENT THIS ESCROW DEPOSIT AGREEMENT (the "Agreement") made and entered into as of , 2015, by and between the MIAMI BEACH REDEVELOPMENT AGENCY (the "Agency") and U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent (the "Escrow Agent"). WITNESSETH: WHEREAS, the Agency has heretofore issued its $29,330,000 aggregate principal amount of Miami Beach Redevelopment Agency Tax Increment Revenue Refunding Bonds, Series 2005B (City Center/Historic Convention Village), dated as of September 22, 2005, presently outstanding in the principal amount of $17,175,000 (the "Outstanding Series 2005B Bonds"), pursuant to the provisions of Resolution No. 150-94 adopted by the Board of Commissioners of the Agency (collectively, the "Commission") on January 5, 1994, as supplemented (the "Prior Bond Resolution"); and WHEREAS, the Agency desires to refund and defease all of the Outstanding Series 2005B Bonds, as more particularly described in Schedule A attached hereto and made a part hereof(the "Refunded Bonds"); and WHEREAS, the Agency has issued its $ aggregate principal amount of Miami Beach Redevelopment Agency Tax Increment Revenue [and] Refunding Bonds, Series 2015 (City Center/Historic Convention Village) (the "Bonds"), pursuant to the provisions of Resolution No. -2015 adopted by the Commission on , 2015 (the "Bond Resolution"), a portion of the proceeds of which Bonds is to be deposited with the Escrow Agent to provide, with investment earnings thereon and certain other available moneys, for the refunding and defeasance 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 Agency to enter into this Agreement with the Escrow Agent; NOW, THEREFORE, the Agency 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: 003-4430-4738/3/AMERICAS ARTICLE I CREATION AND CONVEYANCE OF TRUST ESTATE Section 1.01. Creation and Conveyance of Trust Estate. The Agency 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 Account in the Sinking Fund created under the Prior Bond Resolution and allocable to the Refunded Bonds (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 Agency, or by anyone on behalf of the Agency 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 Agency, 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. 2 003-4430-4738/3/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. Capitalized terms not otherwise defined in this Agreement shall have the meanings given to such terms in the Prior Bond Resolution. "Government Obligations" shall mean Defeasance Obligations which are not subject to redemption prior to maturity. "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 "Miami Beach Redevelopment Agency Tax Increment Revenue Refunding Bonds, Series 2005B (City Center/Historic Convention Village) 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 Agency and, to the extent required by law, of the Escrow Agent. Concurrently with the delivery of this Agreement, the Agency 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 payment upon 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, 3 003-4430-4738/3/AMERICAS which will mature in principal amounts and earn income at such times so that sufficient moneys will be available to pay as the same are paid when redeemed all principal of and interest on the Refunded Bonds as set forth in Schedule C hereof. Notwithstanding the foregoing, if the amounts deposited in the Escrow Deposit Trust Fund are insufficient to make said payments of principal and interest, the Agency shall cause to be deposited into the Escrow Deposit Trust Fund the amount of any deficiency immediately upon notice from the Escrow Agent. Section 3.03. Irrevocable Trust Created. The deposit of moneys and Government Obligations or other property hereunder in the Escrow Deposit Trust Fund shall constitute an irrevocable deposit of said moneys and Government Obligations and other property hereunder for the sole benefit of the holders of the Refunded Bonds, subject to the provisions of this Agreement. The holders of the Refunded Bonds, subject to the provisions of this Agreement, shall have an express lien on all moneys and principal of and earnings on the Government Obligations and other property in the Escrow Deposit Trust Fund. The moneys deposited in the Escrow Deposit Trust Fund and the matured principal of the Government Obligations and other property hereunder and the interest thereon shall be held in trust by the Escrow Agent, and shall be applied for the payment of Refunded Bonds, as more specifically set forth in Schedule C hereto. Section 3.04. Purchase of Government Obligations. The Escrow Agent is hereby directed immediately to purchase the Government Obligations listed in Schedule B from the proceeds of the Bonds and the Other Moneys 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 Agency 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 Agency 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 4 003-4430-4738/3/AMERICAS 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)(1) and (2) below. (b) If so directed in writing by the Agency at any time during the term of this Agreement, the Escrow Agent shall sell, transfer, exchange or otherwise dispose of, or request the redemption of, all or a portion of the Government Obligations then held in the Escrow Deposit Trust Fund and shall substitute for such Government Obligations other Government Obligations, designated by the Agency, 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 remaining 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 be deposited in the Interest Account within the Sinking Fund established under 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 shall pay from such moneys to U.S. Bank National Association, in its capacity of Paying Agent with respect to the Refunded Bonds (as Trustee, Paying Agent and Registrar with respect to the Refunded Bonds, the "Refunded Bonds Trustee"), no later than the payment dates for the Refunded Bonds, as specified in Schedule C hereof, the amounts necessary to pay the principal of and interest on the Refunded 5 003-4430-4738/3/AMERICAS Bonds, as specified in Schedule C hereof. The Agency hereby irrevocably determines, and instructs the Refunded Bonds Trustee and the Escrow Agent, to call for redemption prior to maturity the Refunded Bonds maturing December 1, 2016 through and including December 1, 2022 on January , 2016 at a redemption price of 100% of the principal amount thereof, in accordance with the Prior Bond Resolution. The Agency, the Refunded Bonds Trustee and the Escrow Agent shall perform the responsibilities, described in the Prior Bond Resolution, in connection with the redemption of such Refunded Bonds, including the giving of notice of redemption as required therein. The Agency shall mail, or cause to be mailed, a copy of such notice of redemption to National Public Finance Guarantee Corporation, as successor to MBIA Insurance Corporation ("NPFGC"). The Agency shall also file, or cause to be filed, a copy of such notice of redemption with the Municipal Securities Rulemaking Board (the "MSRB"). In addition, the Refunded Bonds Trustee shall publish such notice of redemption one time in The Bond Buyer, New York, New York, at least 30 days prior to January_, 2016. Section 3.07. Investment of Certain Moneys Remaining in Escrow Deposit Trust Fund. Subject to the provisions of Section 3.04 of this Agreement, the Escrow Agent shall invest and reinvest, at the written direction of the Agency, 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 Agency, 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 Agency 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. 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 deposited in the Interest Account within the Sinking Fund established under the Bond Resolution. 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 funds of the Agency 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 deposited in the Interest Account within the Sinking Fund established under the Bond Resolution; 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. 6 003-4430-4738/3/AMERICAS 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 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 Agency, and be entitled to receive from the Agency 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 Agency 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 Agency shall pay to the Escrow Agent reasonable compensation for all services rendered by it hereunder and also its reasonable expenses incurred in and about the administration and execution of the trusts hereby created and the performance of its powers and duties hereunder, 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 7 003-4430-4738/3/AMERICAS Escrow Agent and the Agency; provided, however, that the Agency 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 (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 be 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 Agency shall provide written notice of such proposed repeal, revocation, alteration or amendment to Standard & Poor's Ratings Services and Moody's Investors Service, Inc. at their addresses set forth below: Standard & Poor's Ratings Services 55 Water Street New York, New York 10041 Attn: Municipal Ratings Desk/Refunded Bonds Moody's Investors Service, Inc. 99 Church Street New York, New York 10007 Section 5.02. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the Agency or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. Section 5.03. Agreement Binding. All the covenants, proposals and agreements in this Agreement contained by or on behalf of the Agency 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 Agency. 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 Agency, 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: 8 003-4430-4738/3/AMERICAS (a) As to the Agency - Miami Beach Redevelopment Agency 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: Executive Director (b) As to the Escrow Agent - U.S. Bank National Association 225 Water Street Suite 700 Jacksonville, Florida 32202 Attention: Corporate Trust Services Any party hereto may, by notice sent to the other parties hereto, designate a different or additional address to which notices under this Agreement are to be sent. Section 5.05. Termination. This Agreement shall terminate when all transfers and payments required to be made by the Escrow Agent under the provisions hereof shall have been made. Section 5.06. Execution by Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. Section 5.07. Notice of Defeasance. The Agency hereby irrevocably instructs U.S. Bank National Association, in its capacity of Registrar with respect to the Refunded Bonds, to give to the Holders of the Refunded Bonds and NPFGC, by first class mail, postage prepaid, as soon as practicable, and to file with the MSRB, as soon as practicable, notice of the defeasance of the Refunded Bonds, substantially in the form attached hereto as Schedule E. Section 5.08. Governing Law. This Agreement shall be governed by the laws of the State of Florida. 9 003-4430-4738/3/AMERICAS IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its duly authorized officers. MIAMI BEACH REDEVELOPMENT AGENCY By: Chairperson U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent By: Assistant Vice President APPROVED AS TO FORM&LANGUAGE & FOR EXECUTION cioLOgt, ( J /i5 F a a Redevelopment Agency Date General Counsel 10 003-4430-4738/3/AMERICAS SCHEDULE A REFUNDED BONDS Maturity Date Principal Amount Interest Rate 12/01/2016 $1,885,000 5.000% 12/01/2017 1,980,000 5.000 12/01/2018 2,080,000 5.000 12/01/2019 2,195,000 5.000 12/01/2020 2,300,000 4.000 12/01/2021 2,400,000 5.000 12/01/2022 . 2,525,000 5.000 A-1 003-4430-4738/3/AMERICAS SCHEDULE B INVESTMENT OF BOND PROCEEDS AND OTHER MONEYS Type of Security Maturity Date Principal Amount Interest Rate $ % B-1 003-4430-4738/3/AMERICAS SCHEDULE C SCHEDULE OF PAYMENTS ON REFUNDED BONDS Principal Date Principal Redeemed Interest Total $ $ $ $ C-1 003-4430-4738/3/AMERICAS SCHEDULE D ESCROW AGENT FEES AND EXPENSES (i) In consideration of the services to be rendered by the Escrow Agent under the Agreement, the Agency agrees to pay the Escrow Agent a one time fee of$ for all services to be incurred as Escrow Agent in connection with such services, and agrees to reimburse at cost all ordinary out-of-pocket expenses incurred by the Escrow Agent. 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 Agency also agrees to reimburse the Escrow Agent for any extraordinary expenses incurred by it in connection with the Agreement. 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 substitution under Section 3.05 or reinvestment under Section 3.07, 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 Agency under clause (i) or (ii) above shall not be paid from the Escrow Deposit Trust Fund, but shall be paid by the Agency from legally available funds of the Agency. D-l 003-4430-4738/3/AMERICAS SCHEDULE E NOTICE OF DEFEASANCE Miami Beach Redevelopment Agency Tax Increment Revenue Refunding Bonds, Series 2005B (City Center/Historic Convention Village) Dated: September 22, 2005 Maturity Date Principal Amount Interest Rate CUSIP Numbers* 12/01/2016 $1,885,000 5.000% 593237ED8 12/01/2017 1,980,000 5.000 593237EE6 12/01/2018 2,080,000 5.000 593237EF3 12/01/2019 2,195,000 5.000 593237EG1 12/01/2020 2,300,000 4.000 593237EH9 12/01/2021 2,400,000 5.000 593237EJ5 12/01/2022 2,525,000 5.000 593237EK2 NOTICE IS HEREBY GIVEN that monies have been deposited with U.S. Bank National Association, as Escrow Agent, for the payment of the principal of and interest on the outstanding bonds identified above (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 Trustee, Paying Agent and Registrar for the Bonds, and the Escrow Agent have been irrevocably instructed to call for redemption prior to maturity the Bonds maturing December 1, 2016 through and including December 1, 2022 on January _, 2016, at a redemption price of 100% of the principal amount thereof The amount so deposited as aforesaid has been calculated to be adequate to pay, when due, the principal of and interest on the Bonds to and including their redemption date described above. The Bonds are therefore deemed to have been paid in accordance with Section 304(M) of Resolution No. 150-94 adopted by the Miami Beach Redevelopment Agency on January 5, 1994. U.S. BANK NATIONAL ASSOCIATION, as Registrar Dated: , 2015 No representation is made as to the correctness of these CUSIP numbers either as printed on the Bonds or contained in this Notice. E-1 003-4430-4738/3/AMERICAS f F Z q cu y 7c y c•LL>>-_•oa3>m lo pC'Q O U pc c aQ�m c. °-`>m�m o�°?3f•)F•a-i t2 r�0_ C• Qc c F�U G`-J p E.aO c 7 m�Fa.7 0m_c c-0'N ECm [d°t�'Q•c 7-"'0-_Q .>cp) c _o G> v'.7 il N C O o c m Y` 15 L w O a a > c iri m m a - C- a m V a y'= c U -a yU L m C C C y C M V1 5 Cl)L m L L L L O m m L L C L= O° C.0 `L L Q N E a Q O V O y L p G O U 6Q G. N a P--1-i-1-1- 07,3? ` V 0 ° m y v) to '> y C U N F. m t . m o 5-° •-= 0.---co C c 0t O m C LL O m m c o O c a y o u aU 0 o c m om, ai >-.2-6 E c . m� E,_a TO a - v m E C 'a') , =LL mL ao m o - Em °L csmp ° a1�Y Qom c a„ o°) y a m Ea� a. ° G o ao >> m m• m U O t 0 om c c aQ N,n m ` y N V • 0 ° m y E3 -°'c <i' >mms = ° w > c o C,0 O C O C a ?"hp o ? ico y ° yUO yi vO O - E E y. UOC a >0 o y a y �. ao Q -L N Q 0 T O y y 0 O p L m m of m o E ` a mL y 1)77; 41 in as o U �U` y o w ma� mZ GCE y O G m T W ca _ _° ° - oy g :fi mOii m mjcagmm> mI 7 ` .- m. E c ° E m E L E C Ca0CL O m c LLr O ULm O viL- c y aoo ma 1- m 01.' 5m2mo `Q E• L m ° % c j y.> m oF-LLn o c c o y ci U y o L o 7 a m O p V o aO O N o > p L=t •E L ` ED.) T a 0 g m O U U O~ 0 a) c °C L N Q m > G L-°' y 7' m ao Q O 7 E L U c ° c y r C L r-Q.N m y ` O o ° C C, y o = 5= -- 'i „ O y y - E - ;S.,) x c2,21-8.5;:g2.2 % ca Q m y p m 0 00 7; a5 c~ o_'`.2 > ° >r cL 2 Ecn, 5 . - Tis 2 t N'N �E E m ' •c o p 7 O Cn v a), c EO t OQ >.° L c m cO >Q V"m O E� y =iD•° O O c T M y U 0 ° 0 [C pa m8 mm Qaga o ° 7 7 E a `-'n+ c ,aa . °QQ a cc ° m o oQrQ c y a�Z x ' c ° c o c<rQ• L c �76 c � ` mo w y a LQ m0 > °cQL- HL GQm yu,'5 Td o=LY E-0 E p U v)2 cU - , _ = . C ` c c Y N m a V .Q j Y c - y Oa s O C 7~ L 0m2 °" - m C' a OO O~ x . L O O a U7 U C U m a yo.0 y � CCY o O V O S am W C 7 O__ 3 am . o T E NC m m o m O 12 m m U Q 7 m U p m 0 O H 0 N ~O Om OQ y O OI2 a.2 ma� :065 5 y ° ) mmN c U a.c C TUy C.C.E« mC a Q•c a fn O a O Z c >T L m F-.N a o L O c E U O D O O O N C LL o U F-2 2 > O U a 8c 2 E Z . c E ay ° aTE O r y a.m.m c Q L O Z m O O a 2C.0 1F322 . am O O Q Q yM OLO, °Q y C zy Um , c cLn . « °m .- p `O °m - o Qy 8 °2 a .„, EL 01))ro d o o °5v° . mLQm " E cL.y o m . Q am c 0m mw- LL 7 N c ` c a g 3 N 0 U ° o No• mQu0 os mw mm c cw E m y ` Q C c )0 ON .' U aL m :7 y y'O w~ °O O E C m aO um 0 0' 7 C C vm O ..a E o p a, o•G O w m 6 G . m V 0 y ' U O T D °y y c Ep y y o 1•`N -O a -C-Q y O c c m 12)Q O a) 2 E O j g y m• L N C 0 O .j L _y c p-° a FL' m _U C ? y c m o >1 O T aam w x O E O«Nw F- C a1lm1 Z •` aE m• c c m a Y m 'm) p p w o = LL y a v `U n m m m E ° Y QGL.cc 7 o-O p O m oy y EA p > c >- . " m ac E a� Om F-c c._- . U -a O ° c : C N 0 °. ° c v m•uj 2 O V 2 E m aam O 7 L oO L 7 ? m G O cua ° F' p aa E O N_u ui-wO- y o b 0 a o Q , ,o W .0 .C -, ` Q ° ° C 0 C y O O O aWJ •- m�.O 7• O5 y N N O 7 7 7 W 7�a` y U E. m H -K •> y o` � m O �-Y o 0.7 Q L � w- m a 0y c'c Q ," . 0 s3E 2 H wV ~ 0 E ° L U 1- ^LL w Q L O C. 7 TFQ O a O n 7 c Q p r z:0 m y'> c °v) maa0 E m °m Q °~ v 7 mL_ 0 Q Q i - N y E c a m m mo m.. o. L mL a O 0 a o L O a E Y c- aa o O ..a v co c E y OO 0 Eao OW °N O y.N Qa p F- C l- ED C.) •V LLI_z y 7, t V m a p N . c O O ui CL y ° O W m N G c - m._Q OF E O c C Q O M = 2 U N Z m V L _O U T N U m ,O r O m m y a L ctO p o Q U LL•- U co . a - C C U ...a) C c C = -5y a`" cps. i0 a) T m °M m E8 °O u. o Q w v a) 3 &.o CL c .;i2 .mm cl- Q m im• =0 E e TL ,� csm oOc EE 6 7.o ao• o .2M. c .ma = mao a I _m o ›"Co Q V .. ° Q Q o > 0O >< ° �dm c�.E c c mm . < N E E • ar oc'0 0 c c ` c ma " .` p U E00m0O m E m Y �>. 0 o >c o o >.0 x GU c a m c °w o m Q m c w_ mcw . a a �m m m L T ° as U.TW o m m mm �m may am�- caQm_ c a ° Noc n >U °' agG aEm am E CN T EO Q cd cm a,nc C at m 'mL m! m Q Q 2':;,.T m wuV LL g c r a a)CLc Zc O m O. 7 ° O) i•N U Oa0 C UU0-°Q NO m O p ym ;U ` V 172 y E a E 7 L E ` m 0a y 7 7 L C•U. Q v . X m > O c c T y U O L c 4Q.y U 0 8 ais L aT m.W L ,> O 2O_5a80W 0] O ° m Q G O H p m d ° y m Y a Tmp * 0 0 - L m.°Q a) o_ O7 2 m.co y ,51.222E,$)-2 , LLLm 7 8 E.LL a y ca ` O a ' 0a c O yCT 7o mQOO p OG 0 U_ yL mt a 5 c 0O 0N0 W O C Oa .Y p ao 2 O c Fc o a m G y m E O U m vy E a_ _ L m e L L c c -°am c o pa, m= W m yQn oQ E 0 is >0 m m Q - Et-.52c , '- m _ •N y =m m y Z c'iim V _ c yL dRL p aJ0 0 L T > - O 0m C - E L E m 0 UO ma m o LNWF y o c a�L ;om cL m m = o my c e c~Oc p y mm � yc2 To VaN3 E = E 'y 3 2.T E E Hx0= a5c 0)m orF- aac a K a8; u Q ` y 2� 0 8 2 a 152 O� "(5122 . > g<0 x yc'- E ° w E L 2-g., 0 yT) ,- : - L m o > c y a; 2 °Fc m °Tc EL.c > w Em m m Z � c .› ) c.m > cm --V �L°fl .�T m L ° ° ,n ,)Lt a ate Q N o�OG a H OI5 §L `m. -Q _°`p 3 0 2 3 a .0 cn o E 76,_->,o aU) U O T _U C F'a V E mT aw C aLL LL UT Oo ff L 7 - U o Z cOm C Q c~L 42aa 0 m o y y m hp y T C a) 0‹ c0 m ._ 0 Q L o c p•- 0- O m C N 15.122 0 o. -- ,vi O O m m•-• m .G C y t d m a H Cw i F- - oU m .- m7m c CD a o m - fl HU w` m m c 0 y I- °) O v O L; aH U m N U C:N O O c Q m 2.200 < -ou LLJ .c U c E c y =L.G E c C U y m 0,0 m O U O o L > m U y m C G = p 20 y " 82 ' 0L E m a m L O ,8 c a 0 O m LL v 7 N U y 0 y 0 .7 0 O C 0 w a i O T L y c L M.)y C G 0 0O m U co a 7 0 L m Ca QO o w > a -o n' y° ° a ' m m m ca Q y is - > ° yL 0E- p yQ o y O c? ° o L_L'C_'_ p Td-Ln C a •„w N L O N r C m °1- L m_m y G ° E b O ca °l ca 1.- Q a m m Q g E ° y my F- 8.' yV Z a a d y0 F- °cnx.`Q is E U 0 c C m p U >c a L U O o.00 Q y.N' m E L 7 6 y c m m 0 a °O W~a'c U m N A m y y�. 0 0 -20 . U m hQ G m m 'N m y FcL O m m N a L L= aO O 7 Q) Lug-28 N O 2- 05 m^ U y . ° 0 ..521-.6 = ° 0 C a ° ~ E•E O o O~ a >,m E H om,c c cs o E 0 a E.ep m ° U O L m 0 T0 m-m °og L•cmo Qc o ca L a2.Em o c. n ° gie, °- is m E Q W o mmc..a cw oan `• a > GNU a. a a _ - 07) r OC= Q -= O O�L w °v Q c ao o N m s N1- °' y< m U c m m•y o �T co 2- 01 cu.• m yrHU-° c o o_ " a' E w >° ci, 2Tcc, y Tm _5 oO U O 0 >y O Q c ° Om mac -ateac maap F o• . m m ° °Wm a -; Y) - cQ . - . . cm • O sQca .- -0,4.___‹<„, › a m oN o mam . m o o - c f ° o co 7 acc� Q >w y ? U c a s- moo O ao w E o o a° 0m c ° y ° o ayO ..o o m a°•_o. m.` o yL m ' mO Y 'y m- ,a. ° ' n Q C : Ei> aE c U o O N m i-0 > LZ J O . ` -.57, 'O¢ m m N C m C D <0' p -� O E L y . L X t t O m 7 N O S Q= LL QV F-U NQF-f7 n N a N VQQHO O QNOZ a mL0 L C - - y 7 0•.=L O Em ` a c 3>>> o c Uc O o O ° a N a CD c a �� 00 . g a . • d m U o ; a, • . p ° Q v o 0 m c 0 7 = 7 U C W C O .- C N ° m y m LL N c Wm U U ' a) - O W F- N° W N W m C QC m Y W N W 0 �_ '° U U y- _ W W 7 C > , u. E N E a W a N 2 O o W 88 C C_ W 5-3 GE O M W�Z O « W W y LL O O .� )[ N C C� W O L a f- 0 Q _ 7 0 0 0 U U ° gig O W .8 . .-. ,-.00. a p m o U L N 0 v Zoo m o c oOF- N N c ul ' -o0 c m 8 Q o Oco'2w _ N o m' O O C : .n c°m HW N y C m L v E >,C O O ` > _ m U W LL 1 w W Q O W C, W a) W W Y a) 2 >. 0 o V E C Y C W N•C O L O C . Y N U o LLjN m2 O °U o E c m W 7V Co W W Ev c 2F-6:< > L ° d o L m H O O a c• 7. 6 - W rn m v Q c W o o a) 02 a � am N ow 1- a °0 .c To h y c m a m a N Z o 0 c' ..O O m o w c.m o'o m U 2L-o LO< C o c .. c to(" m W W W F-� 0- c u S 0 W= y c c, W a F-Q O c Q c 0 m L L m~.s W y C m y E E y > :: o «: g O o m a c H � y c w Q .E c v m n U o °cQ m a v z N _ ° a m-r E ¢ o _ W c N E .L y U L C E O •c p . 2 0 W —• C U 0 O N m O Z .0 C -0.0 W LU i-a d 7 7'6=m a 0 ° 0)2),-2. - OL - .- c0 2 c7 o E a) ma amc r•_ > cQLa O W Q O ° . a a U• C a 0>W a) W W y - W •+ y m >m a) co O0 O'_Q «r C T Q m W C c cc E j U m F-C O L F-65 N O Q . x > Q .O c a v>> W W > 7 i C W W C W C L U L E O v 0 W 0 0 N U ° c.-E- C O D � N 7 W ° o y ' N N L m :: W W C LLy - W - O > N 7 N C v N >.N L ; E V N pc F w o O O O P N Q W L L T ° r «+ O L O . T.2 N N a OC O ° N . E W c W E W o U c o aLL c co N-a•o E' , coQF- V mm c•_ oaQ OV y -= 0 - - m0>,O c ` ....y W o'° O W W N O ° y L E o L 2 LL Q O 7 N L Q a) _ m C CA W O y W U aV C O • F- E O 1 O ' W U'0 > ~ d 5 i5 co r - CQ O L c Q m 0c m o a O ° 0 U W cW L o Wm o o n i F- 0 ` c .c0 a-o yL�4N m m•7 E 6 a •` 72 Yr a) E ° F-aL c LL LL c a o .0 a co" ° 7 Z' 7 E ao y WQt N W CmQ C Ev U >m ° a 0 p L p W 0 C y W Y c W W F _« L y L Y 0 W W ° W W ) L -m N L N C c E N «: c FL _L c E F- 7 O m .6 c(n N N W > 0Y O) U > U 00-033- 0 a v W F- N o O N C L C A N O U m e v N C m co N W> C O 0 W W 07 W N , C N. W Q o -0 C > u < L N ..` m •N L U ~ O N L m W N � N m C ,--). ?v W C • a N O W E f. o m F- c W a°'C W 5y o p W 'vW W N- `mE WL C c E W V Y Q Z Cg �Q N CN H N m O 7 0)W >F- c O• C o O tO r U L C '-` O L v N. O 0 .Q 3 o O W H amO N O -O c C o 2'0 0 • P a c ` ~ > y o y t C W a C O 7 C=YW c Lw 2 o• e 0`C >O'W 3' W 0 3�C 7 >_.0.. c E I! > •W• -.0 y C Sa i , c,,_ c N0— W W•E° )O Q>a Q 0 C E U M O c a Q 0 N> N •:°F.O. ° N C 0 V N < o O d L Q W U m p C c W o N W O Q ` Q C ° r c Q W >N oo E a m ° cW 5•-c E w v • W 7 H U p 7 O N G f- W C 2 o Z c W y v > N a L• U > E c a = C W °Q v ° i•E m m 0'_ U v U o 2O ° °V O c y m Q W � ° L ° n L'7 E- V r N Q —i c o a a O Q v.i o ir N m cC Q WL 7 m- m ? .. c c o.°N a.0 y ° W N 3 vd L FL- c a o'N._ -Q m LL v o 0 0 0 -51 m E acorn m W J O ° F-] O-• W W L N y 8.52 0 W m m W C O Y L ° WO m N N F-v; U- E ° x'°L a E go m m N °.o � 2 1 c m_ r c�'a0 U W Q o U W W «y; m 7 0 m N > o ; a - n O x W 9 • o W° • "' 1 Q W W car, d d c Q. 7 N . U. y N W O c v 8 0 o L p > 27-9,0E N y L N N o 0 )C r Y 7 w Wm .c ca a 7 NWrn wNC E° W(namcWmWB p o " coc c Q Q w °b m O • N m ° c y.E Wv 2 r o Q c c c ) C L o W C 0 o H >• v 0 w Q L Z Q. o � u - C W►° O7 W N c W c a) a) c • w z c E ° C >« W O 0.- F-m T N o 0 a O v W L -O C > M W ` W v U.0 g_/1 Q M W Z LL CC— ..5 Y O •- °m W to O) c H El' W C'n,N c p c W o c O y a .•P4 LL 0 o 5 L.- N a >°0 8 F- 7 °- O 1 0- E y Tr, 0 m 2 °__ Q o 8 Q c(n o Q W «: m N ` '1-E N c•� c y o O W (ri E W o 7 > v a O)7 2 W W a W.. Q.-6 W •° co C y oW aO 2 W a O U W'° 0 E Q N:0 _v LL N W `a c N W U Q C �0 > .': aW -8 N w Lr- L,4 W y T m y y L O O W 7 7 U O X Q L O ''88 C C u_ . O) E O N N a. E L• g`, T-m C U . go-< . 3 - .u, =-0 - C -02 2 •° C W Q,T a H m m Q O)o) F- Q a W m W W W N n > WQ7 ° W w Y LL W W y m o 3 co O >,N V o W N Q "L'° C L Eo wE Q m L E Ci_ L — aD W v ' C Y W L LL O .C O W W OW W L W • F- O O L - go 0 > .- Z N W > Q N O~ > t O O o C N m F- U >N V W - E C 5 y O W t• LW ocO B c° W C >(n L W ..g.c ° i5 0 d M o E v =v O L a a L o o W c LL N Q -Y DW o U H W:. C f7 W o m W m T m.`Q E > Q y m M 7 d f° U O W O1 L>m C 0)° 0 E d)M a co .C. W m 2 U On Q C ° c 7 o C - m ° = U o c - I LL a a `D M 5, O' W 1 j Z —0 a co U W °.N Q > y IT, O o c) o c Y c 0 N v W L v W 7, W W OM'3 C v N O W 'v L _ W, v 2 0 p a °O 0< O W c p ` L C L O,C N > 0 N O C W m W- w W C LO Q El. ,r W cZQ W x Q o 0 . W ° Cp °L F-Q W o LL O W W aU O o , EN ap Y 0) .0 Ao cac w ro. cCcCcw E atLL > m ° y•c' 5W vo-n g Q E'O „U L. 0 LL C C (fl H_ O W QQ o ° O - U 'O " Y W O ) W O a)•_ _ O f W ` N y O W L U n W.N W O:0 •°F-O To U Y N c Y •U . ti W V WU .C L LL m °•w , C W O v LL Q C U U ON= L 0 ` O L c 5-CI m y c O W W > D 7 v 0.W c O U o O▪ W . C C v t w U C N E EaQ E m m H m O2 E Q E Q o L v m WO C LL ao Q W C N E E C U O z U W W F- W . W N m F- U O .. 7 x y W W N 7 W L O > O 7 O In m m C 12' >m W Q C w v E ° " .« 2 U-o f0 .. « W L W L, C o a m 2 1-lLL O a) a) W V c C E O LC,<v'O m c W co v y n W e z W . W 01 N. W ; O) `m a v W y N > u! O O W a y C s. C Q >L_ W 5 Q 7— 7 Q m 31 W , N v c > C E ° O N O N 0 Z c N o Q °.N Z a YU . •5 m O u N m W f-> L 2 y c e m ` E 0 c m a>._ o o c O pg. E E• v C a w N O•C- C am °c+L C O E Q Q ,0 OQ o N o ° v E °E a) a 2W0 0 Q N ii ( O C ° h m 2°.: Ca U'� y v C N U V W Y" :° m .2 2-> ) c c U d d C L im c fN W W y W r.0 C -,m W C )Q c a3 o V a 7 Wc' c E ~c W . am 7 amC n Q ONZ • n ~ W 0 0 7 V Q Q x'm C °L Q N y y F-'O OO Q N N U O O 2 Q C O — O •° O ° W UN C U • y « N L �g � O O) y E L W Q Y E 2 V�Q ~ 2W Q U N Q WLL_ LL N S T .' 0 0 L L j O L N O W OL N - w C LL Ley . _ C ( ) U 7 W N t C Q LL L y-L L W N W W O . cot W W '`aY FL 1 W a C O W E U E NW O F• o a° t U) F- p O 0 d W ` v v) ° d j > ` 2 c c'ci an C ° .5. 2 t i Q.0 m C w«' D o =E .OB Q Q L g U m 07> a 7 W F- m W 2 2y 7 :O). _ n N � C c ° .0 1 v ~ W D NL O > Ga ® O)W N> C O C W t O i.U)( W °) Ev C,. •_ -O- .W C O C n _L _ O C «v L .V L o ° W W - 0•N W C W o•C 7 7 J Q C,_p O °)N OQ O W W W •° H m y p. W v W} U L E LL ° , a W « 2°-T., y L 7 T y C m m ° W C C U a W U C C O c 'E Q G U -U Q O y L c n p,C O 7 Q Q 0 U F- .p Q W W W O o ° o a OW° Q > o ° WL . OLL c 1 c H co o ° W W aO `wO ° o"6 >' UU VOc .. .,5 SE! c ° 1 LW .° 0v :0 `« U E w W O c m O 0 v v �- C C W cU p N 0 '" N H C.-,° Q S cW aw O O c W F-L W N = vC C c e_ <E W o a) E = W v5° Q E W W o W ° E ) c c > E 0E w- ° O ° 0. 20,22 ,>,- 2.,12 N o ' N L ° p n ° > 7 E O p 0 = moo o uJ o C V= ° C O °L m ° W N y a vEW h v y. v a Li, .. 2A2 . 0 3 r P M o °•O o W O o 7 `.T H O N .-cca Y W N lxN `Q E Q 1- o o 0 7 �t ° Q Z : CC ca H a.00..0 i- 3: niQaL NCO Wa E ? U. a m o F-vZ U N. M< Nrmyaao<ON .< ,O o