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708-2025 RDARESOLUTION NO. A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE BOARD OF THE MIAMI BEACH REDEVELOPMENT AGENCY AUTHORIZING ISSUANCE OF NOT TO EXCEED $267,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF MIAMI BEACH REDEVELOPMENT AGENCY TAX INCREMENT REVENUE REFUNDING BONDS,SERIES 2025 (CITY CENTER/HISTORIC CONVENTION VILLAGE),FOR THE PURPOSE OF REFUNDING A PORTION OF THE OUTSTANDING SERIES 2015A BONDS,FUNDING ANY NECESSARY DEPOSIT TO THE DEBT SERVICE RESERVE ACCOUNT AND PAYING COSTS OF ISSUANCE AND REFUNDING,ALL PURSUANT TO SECTION 304(H)OF RESOLUTION NO.619-2015 ADOPTED BY THE AGENCY ON OCTOBER 14, 2015;PROVIDING THAT SAID SERIES 2025 BONDS AND INTEREST THEREON SHALL BE PAYABLE SOLELY FROM PLEDGED FUNDS; PROVIDING CERTAIN DETAILS OF THE SERIES 2025 BONDS;DELEGATING OTHER DETAILS AND MATTERS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2025 BONDS AND THE REFUNDING OF THE SERIES 2015A BONDS TO BE REFUNDED TO THE EXECUTIVE DIRECTOR,INCLUDING WHETHER TO SECURE A CREDIT FACILITY AND/OR A RESERVE ACCOUNT INSURANCE POLICY,WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN;AUTHORIZING A BOOK-ENTRY REGISTRATION SYSTEM FOR THE SERIES 2025 BONDS;AUTHORIZING THE NEGOTIATED SALE AND AWARD OF THE SERIES 2025 BONDS TO THE UNDERWRITERS WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT;APPROVING THE FORM OF AND DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE OFFICIAL STATEMENT;PROVIDING FOR THE APPLICATION OF THE PROCEEDS OF THE SERIES 2025 BONDS AND CREATING CERTAIN FUNDS AND SUBACCOUNTS;AUTHORIZING THE REFUNDING,DEFEASANCE AND REDEMPTION OF THE SERIES 2015A BONDS TO BE REFUNDED;APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT AND APPOINTING AN ESCROW AGENT;COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 2025 BONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12 AND AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT WITH RESPECT THERETO AND APPOINTING A DISCLOSURE DISSEMINATION AGENT; APPOINTING A PAYING AGENT AND REGISTRAR FOR THE SERIES 2025 BONDS;AUTHORIZING OFFICERS AND EMPLOYEES OF THE AGENCY TO TAKE ALL NECESSARY ACTIONS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2025 BONDS AND THE REFUNDING OF THE SERIES 2015A BONDS TO BE REFUNDED AND OTHER RELATED MATTERS;AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS,the Miami Beach Redevelopment Agency (the "Agency")has heretofore issued its $286,245,000 aggregate principal amount of Miami Beach Redevelopment Agency Tax Increment Revenue and Revenue Refunding Bonds,Series 2015A (City Center/Historic Convention Village),$256,485,000 of which are currently Outstanding (as defined in the Original Resolution described below)(the "Outstanding Series 2015A Bonds"),pursuant to Resolution No.619-2015,adopted by the Chairperson and Members of the Board of the Agency (the 708-2025 Commission")on October 14,2015 (the "Original Resolution"and as amended and supplemented from time to time,the "Bond Resolution"),and Resolution No.2015-29174, adopted by the Mayor and City Commission of the City of Miami Beach,Florida (the "City")on October 14,2015,for the purposes set forth in the Original Resolution;and WHEREAS,the Agency has determined that as a result of the current low interest rate environment it is financially beneficial to authorize the refunding of a portion of the Outstanding Series 2015A Bonds,as shall be determined by the Executive Director (as defined in the Original Resolution)in accordance with the provisions of this resolution (the "Series 2025 Series Resolution")(the Outstanding Series 2015A Bonds so determined to be refunded are referred to herein as the "Series 2015A Bonds to be Refunded");and WHEREAS,Section 304(H)of the Original Resolution provides for the issuance of Additional Bonds,which Additional Bonds may be issued as refunding Bonds for the purpose of refunding Bonds Outstanding under the Bond Resolution,upon meeting the conditions contained in said Section 304(H)(as all such terms are defined in the Original Resolution);and WHEREAS,the Agency has determined that it is desirable to issue refunding Bonds (the "Series 2025 Bonds")pursuant to the provisions of Section 304(H)of the Original Resolution and this Series 2025 Series Resolution for the purpose of providing funds,together with any other available funds,to refund the Series 2015A Bonds to be Refunded,fund any necessary deposit to the Debt Service Reserve Account (as defined in the Original Resolution)and pay the costs of such issuance and refunding;and WHEREAS,the Commission has determined that it is in the best interest of the Agency to delegate to the Executive Director the determination of various terms of the Series 2025 Bonds and their sale,the determination of the Outstanding Series 2015A Bonds which will constitute the Series 2015A Bonds to be Refunded,the determination of which Series 2015A Bonds to be Refunded will be redeemed prior to maturity,whether to secure a Credit Facility and/or Reserve Account Insurance Policy with respect to the Series 2025 Bonds,and other actions in connection with the issuance of the Series 2025 Bonds and the refunding of the Series 2015A Bonds to be Refunded,all as provided and subject to the limitations contained herein;and WHEREAS,the Agency has determined that due to the character of the Series 2025 Bonds,the complexity of structuring an issue of bonds secured by Trust Fund Revenues (as defined in the Original Resolution),prevailing market conditions,the uncertainty inherent in a competitive bidding process and the recommendations of PFM Financial Advisors LLC,the financial advisor to the Agency (the "Financial Advisor"),it is in the best interest of the Agency to authorize the negotiated sale of the Series 2025 Bonds;and WHEREAS,the Commission has found and determined that the issuance of the Series 2025 Bonds and the refunding of the Series 2015A Bonds to be Refunded will serve a valid public purpose; NOW,THEREFORE,BE IT DULY RESOLVED BY THE CHAIRPERSON AND MEMBERS OF THE BOARD OF THE MIAMI BEACH REDEVELOPMENT AGENCY: SECTION 1.The above recitals are incorporated herein as findings.This Series 2025 Series Resolution supplements the Original Resolution.All terms used in capitalized form herein and not defined shall have the meanings set forth in the Bond Resolution. SECTION 2.Additional Bonds of the Agency are authorized to be issued pursuant to Section 304(H)of the Original Resolution and the authority granted to the Agency by the Act.The 2 Series 2025 Bonds shall be issued in an aggregate principal amount not to exceed $267,000,000, shall be designated "Miami Beach Redevelopment Agency Tax Increment Revenue Refunding Bonds,Series 2025 (City Center Historic Convention Village)",and shall be issued for the purpose of providing funds,together with any other available funds,to refund the Series 2015A Bonds to be Refunded,fund any necessary deposit to the Debt Service Reserve Account and pay the costs of such issuance and refunding. The Series 2025 Bonds shall be issued in fully registered form,shall be in the denominations of $5,000 or any integral multiple thereof,shall be issued in such aggregate principal amount,shall be dated and issued at such time,shall be in the form of Serial Bonds and/or Term Bonds,shall have such Interest Payment Dates,shall bear interest at such rates, but not to exceed the maximum rate permitted by law,shall be stated to mature,but not later than February 1,2044,as to any Term Bonds,shall have Amortization Requirements payable in such amounts and on such dates,and shall be subject to redemption prior to maturity,all as shall be determined by the Executive Director,after consultation with the Chief Financial Officer and the Financial Advisor,and specified in a certificate of the Chairperson dated on or prior to the date of initial issuance of the Series 2025 Bonds (the "Series 2025 Chairperson's Certificate").Term Bonds,if any,will be callable at par with accrued interest,without premium,each year in amounts equal to the respective Amortization Requirements therefor. If the Executive Director determines,in reliance upon the recommendations of the Chief Financial Officer and the Financial Advisor,that there is an economic benefit to the Agency to secure and pay for a Credit Facility and/or a Reserve Account Insurance Policy with respect to all or a portion of the Series 2025 Bonds,the Executive Director is authorized to secure a Credit Facility and/or a Reserve Account Insurance Policy with respect to all or a portion of the Series 2025 Bonds.The Executive Director is authorized to provide for the payment of any premiums for such Credit Facility and/or Reserve Account Insurance Policy from the proceeds of the Series 2025 Bonds.The Chairperson is authorized,after consultation with the General Counsel,to enter into,execute and deliver such agreements as may be necessary to secure such Credit Facility and/or Reserve Account Insurance Policy,the execution and delivery by the Chairperson of any such agreements for and on behalf of the Agency to be conclusive evidence of the Agency's approval of securing such Credit Facility and/or Reserve Account Insurance Policy and of such agreements.Any agreements with any providers of Credit Facility and/or Reserve Account Insurance Policy shall supplement and be in addition to the provisions of the Bond Resolution. The Series 2025 Bonds shall be payable,with respect to interest,principal and redemption premium,if any,in any coin or currency of the United States of America that is legal tender at the time of such payment.The principal of and redemption premium,if any,on the Series 2025 Bonds shall be payable upon presentation and surrender at the designated office of the Paying Agent. The Series 2025 Bonds shall bear interest from their date as set forth therein,with interest on the Series 2025 Bonds being paid by check or draft drawn upon the Paying Agent and mailed to the registered owners of the Series 2025 Bonds on each Interest Payment Date at the addresses of such registered owners as they appear on the registration books maintained by the Registrar at the close of business on the 15th day (whether or not a business day)of the calendar month next preceding the Interest Payment Date (the "Regular Record Date"),irrespective of any transfer or exchange of such Series 2025 Bonds subsequent to such Regular Record Date and prior to such Interest Payment Date,unless the Agency shall be in default in payment of interest due on such Interest Payment Date;provided,however,that (i)if ownership of Series 2025 Bonds is maintained in a book-entry only system by a securities depository,such payment may be made by automatic funds transfer to the securities depository or its nominee or (ii)if such Series 2025 Bonds are not maintained in a book-entry only system by a securities depository,upon written request of the holder of $1,000,000 or more in principal amount of Series 2025 Bonds,such payments may be made by wire transfer to the bank and bank account specified in writing by such 3 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.In the event of any default in the payment of interest,such defaulted interest shall be payable to the persons in whose names such Series 2025 Bonds are registered at the close of business on a special record date for the payment of such defaulted interest as established in accordance with the Original Resolution.Interest on the Series 2025 Bonds shall be calculated on the basis of a 360 day year consisting of twelve 30-day months. SECTION 3.In accordance with the provisions of the Bond Resolution,the Series 2025 Bonds shall be limited obligations of the Agency payable solely from the Pledged Funds which are pledged to the payment thereof in the manner,to the extent and with the priority of application provided in the Bond Resolution,and nothing shall be construed as obligating the Agency or the City to pay the principal,interest and premium,if any,thereon except from the Pledged Funds or as pledging the full faith and credit of the Agency or the City or as obligating the Agency or the City,directly or indirectly or contingently,to levy or pledge any form of taxation whatever therefor. SECTION 4.It is hereby found and determined that due to the character of the Series 2025 Bonds,the complexity of structuring an issue of bonds secured by Trust Fund Revenues,prevailing market conditions,the uncertainty inherent in a competitive bidding process and the recommendations of the Financial Advisor,the negotiated sale of the Series 2025 Bonds is in the best interest of the Agency.The negotiated sale of the Series 2025 Bonds to BofA Securities,Inc.(the "Senior Managing Underwriter")on behalf of itself and TRB Capital Markets, LLC d/b/a Estrada Hinojosa,Jefferies LLC,PNC Capital Markets,LLC and Raymond James & Associates,Inc.(collectively with the Senior Managing Underwriter,the "Underwriters")is hereby authorized at a purchase price (not including original issue premium or original issue discount)of not less than 98%of the aggregate principal amount of the Series 2025 Bonds (the "Minimum Purchase Price")and at a true interest cost rate ("TIC")which will result in total present value debt service savings on the Series 2015A Bonds to be Refunded of not less than 3.00%(the "Minimum PVS").The Executive Director,after consultation with the Chief Financial Officer and the Financial Advisor,is hereby authorized to award the Series 2025 Bonds to the Underwriters at a purchase price of not less than the Minimum Purchase Price and at a TIC which results in total present value debt service savings on the Series 2015A Bonds to be Refunded of not less than the Minimum PVS.The execution and delivery of the Series 2025 Bond Purchase Agreement (as hereinafter defined)for and on behalf of the Agency by the Chairperson shall be conclusive evidence of the Agency's acceptance of the Underwriters'proposal to purchase the Series 2025 Bonds. SECTION 5.Upon compliance with the requirements of Section 218.385,Florida Statutes,as amended,by the Underwriters,the Chairperson is hereby authorized to execute and deliver a Bond Purchase Agreement for the Series 2025 Bonds (the "Series 2025 Bond Purchase Agreement")for and on behalf of the Agency,in substantially the form presented at the meeting at which this Series 2025 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 Executive Director,after consultation with the Chief Financial Officer and Financial Advisor.The execution of the Series 2025 Bond Purchase Agreement for and on behalf of the Agency by the Chairperson shall be conclusive evidence of the Agency's approval of the Series 2025 Bond Purchase Agreement. SECTION 6.The Series 2025 Bonds shall be executed in the form,including such changes as may be necessary to reflect the terms of the Series 2025 Bonds,and in the manner provided in the Bond Resolution.The Registrar is hereby authorized and directed to authenticate the Series 2025 Bonds and the Executive Director is hereby authorized to cause the Series 2025 4 Bonds to be delivered to or upon the order of the Underwriters upon payment of the purchase price,as shall be set forth in the Series 2025 Bond Purchase Agreement,and satisfaction of the conditions contained in Section 304(H)of the Original Resolution. SECTION 7.The proposed Preliminary Official Statement (the "Series 2025 Preliminary Official Statement")and Official Statement (the "Series 2025 Official Statement")in connection with the issuance of the Series 2025 Bonds are hereby approved in substantially the form of the Series 2025 Preliminary Official Statement presented at the meeting at which this Series 2025 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 Executive Director,after consultation with the Chief Financial Officer and the General Counsel. The execution of the Series 2025 Official Statement,for and on behalf of the Agency by the Chair shall be conclusive evidence of the Agency's approval of the Series 2025 Preliminary Official Statement and the Series 2025 Official Statement.The distribution of said Series 2025 Preliminary Official Statement and Series 2025 Official Statement in connection with the marketing of the Series 2025 Bonds and the execution and delivery of the Series 2025 Official Statement by the Chairperson and the Executive Director are hereby authorized.The Chairperson or his designee,after consultation with the Chief Financial Officer and the General Counsel,is hereby authorized to make any necessary certifications to the Underwriters regarding a near final or deemed final Series 2025 Preliminary Official Statement or Series 2025 Official Statement,if and to the extent required by Rule 15c2-12 of the United States Securities and Exchange Commission (the "Rule"). SECTION 8.The proceeds of the Series 2025 Bonds and,to the extent determined by the Executive Director,amounts on deposit in the Sinking Fund Account allocable to the Series 2015A Bonds to be Refunded and other available moneys of the Agency,if any,shall be applied in accordance with Sections 303{b)and 304(H)of the Original Resolution as set forth in the Series 2025 Escrow Deposit Agreement (as hereinafter defined),to the extent applicable,and a certificate of the Executive Director delivered concurrently with the issuance of the Series 2025 Bonds. With respect to the Series 2025 Bonds,there is hereby created a separate account designated as the "Series 2025 Cost of Issuance Account"for the deposit of proceeds of the Series 2025 Bonds and any other available moneys of the Agency to be applied to the payment of the costs of issuance and refunding. In accordance with the provisions of the Bond Resolution,to the extent applicable,there is created pursuant to the Series 2025 Escrow Deposit Agreement a separate Escrow Deposit Trust Fund (as defined in the Series 2025 Escrow Deposit Agreement)to be held by the Escrow Agent (as hereinafter defined),for the deposit of proceeds of the Series 2025 Bonds and any other available moneys of the Agency to be applied as provided in the Series 2025 Escrow Deposit Agreement. SECTION 9.The Series 2025 Bonds are hereby authorized to be issued initially in book- entry form and registered in the name of The Depository Trust Company,New York,New York ("DTC"),or its nominee which will act as securities depository for the Series 2025 Bonds.The Chairperson or the Executive Director is hereby authorized and directed to execute any necessary letters of representations with DTC and,notwithstanding the provisions of the Bond Resolution, to do all other things,comply with all requirements and execute all other such documents as are incidental to such book-entry system.In the event a book-entry system for the Series 2025 Bonds ceases to be in effect,the Series 2025 Bonds shall be issued in fully registered form without coupons. 5 SECTION 10.The refunding,defeasance and redemption of the Series 2015A Bonds to be Refunded is hereby authorized and approved.The Executive Director,after consultation with the Chief Financial Officer and the Financial Advisor,is hereby authorized to determine the Outstanding Series 2015A Bonds which will constitute the Series 2015A Bonds to be Refunded and the Series 2015A Bonds to be Refunded which will be redeemed prior to maturity,all as shall be set forth in the Series 2025 Escrow Deposit Agreement.The Chairperson is hereby authorized to execute and deliver an Escrow Deposit Agreement to provide for the defeasance,payment and redemption of the Series 2015A Bonds to be Refunded (the "Series 2025 Escrow Deposit Agreement"),with U.S.Bank Trust Company,National Association,which is hereby appointed as escrow agent with respect to the Series 2015A Bonds to be Refunded (the "Escrow Agent"),in substantially the form presented at the meeting at which this Series 2025 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 Executive Director,after consultation with the Chief Financial Officer and the General Counsel.The purchase of Defeasance Obligations from the proceeds of the Series 2025 Bonds and any other available moneys in order to provide for the defeasance,payment and redemption of the Series 2015A Bonds to be Refunded is hereby authorized and approved.The execution and delivery of the Series 2025 Escrow Deposit Agreement by the Chairperson shall be conclusive evidence of the Agency's approval of the Outstanding Series 2015A Bonds which will constitute the Series 2015A Bonds to be Refunded,the redemption prior to maturity of any Series 2015A Bonds to be Refunded,the Series 2025 Escrow Deposit Agreement and the purchase of the Defeasance Obligations. Notwithstanding anything in this Resolution to the contrary,to the extent determined by the Executive Director to be in the best interest of the Agency,after consultation with the Chief Financial Officer and the Financial Advisor,the Agency may elect to refund and redeem the Series 2015A Bonds to be Refunded on the date of issuance and delivery of the Series 2025 Bonds in lieu of depositing proceeds of the Series 2025 Bonds and any other available moneys of the Agency in the Escrow Deposit Trust Fund,as provided in this Section and in Section 8 of this Resolution. SECTION 11.For the benefit of the holders and beneficial owners from time to time of the Series 2025 Bonds,the Agency agrees,in accordance with the Rule,to provide or cause to be provided such annual financial information and operating data,financial statements and notices, in such manner,as may be required for purposes of paragraph (b )(5)of the Rule.In order to describe and specify certain terms of the Agency's continuing disclosure agreement,including provisions for enforcement,amendment and termination,the Executive Director is hereby authorized and directed to enter into,execute and deliver,in the name and on behalf of the Agency,a Disclosure Dissemination Agent Agreement (the "Series 2025 Continuing Disclosure Agreement")with Digital Assurance Certification LLC,which is hereby appointed as disclosure dissemination agent with respect to the Series 2025 Bonds,in substantially the form presented at the meeting at which this Series 2025 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 Executive Director,after consultation with the General Counsel. The execution of the Series 2025 Continuing Disclosure Agreement,for and on behalf of the Agency by the Executive Director,shall be deemed conclusive evidence of the Agency's approval of the Series 2025 Continuing Disclosure Agreement.Notwithstanding any other provisions of the Bond Resolution,including this Series 2025 Series Resolution,any failure by the Agency to comply with any provisions of the Series 2025 Continuing Disclosure Agreement shall not constitute a default under the Bond Resolution and the remedies therefor shall be solely as provided in the Series 2025 Continuing Disclosure Agreement. The Executive Director is further authorized and directed to establish,or cause to be established,procedures in order to ensure compliance by the Agency with the Series 2025 6 Continuing Disclosure Agreement,including the timely provision of information and notices.Prior to making any filing in accordance with such agreement,the Executive Director may consult with, as appropriate,the General Counsel or the Agency's bond counsel or disclosure counsel.The Executive Director,acting in the name and on behalf of the Agency,shall be entitled to rely upon any legal advice provided by the General Counsel or the Agency's bond counsel or disclosure counsel in determining whether a filing should be made. SECTION 12.The appointment of U.S.Bank Trust Company,National Association,as Paying Agent and Registrar for the Series 2025 Bonds is hereby confirmed. SECTION 13.The officers,agents and employees of the Agency,the Paying Agent,the Registrar and the Escrow Agent are hereby authorized and directed to do all acts and things required of them by the provisions of the Series 2025 Bonds,the Bond Resolution,the Series 2025 Bond Purchase Agreement,the Series 2025 Escrow Deposit Agreement,the Series 2025 Continuing Disclosure Agreement and this Series 2025 Series Resolution,for the full,punctual and complete performance of all the terms,covenants,provisions and agreements of the Series 2025 Bonds,the Bond Resolution,the Series 2025 Bond Purchase Agreement,the Series 2025 Escrow Deposit Agreement,the Series 2025 Continuing Disclosure Agreement and this Series 2025 Series Resolution. SECTION 14.Nothing in this Series 2025 Series Resolution expressed or implied is intended or shall be construed to confer upon,or to give or grant to,any person or entity,other than the Agency,the Paying Agent,the Registrar,the Escrow Agent and the registered owners of the Series 2025 Bonds,any right,remedy or claim under or by reason of this or any covenant,condition or stipulation hereof,and all covenants,stipulations,promises and agreements in this Series 2025 Series Resolution contained shall be for the sole and exclusive benefit of the Agency,the Paying Agent,the Registrar,the Escrow Agent and the registered owners of the Series 2025 Bonds,as applicable. SECTION 15.This Series 2025 Series Resolution shall take effect immediately upon its adoption. PASSED and ADOPTED this 21"day of May,2025. ATTEST: MAY 2 7 2025 Rafael E.Granado,Secretary 7 APPROVED AS TO FORM &LANGUAGE 5 FOR EXECUTIONf22as»r Redevelopment Agency Date General Counsel Redevelopment Agency Items (RDA)1 MIAMI BEACH COMMISSION MEMORANDUM TO:Honorable Chair and Members of the Board of Directors FROM:Eric Carpenter,Executive Director DATE:May 21,2025 10:00 a.m.Public Hearing TITLE:A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE BOARD OF THE MIAMI BEACH REDEVELOPMENT AGENCY AUTHORIZING ISSUANCE OF NOT TO EXCEED $267,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF MIAMI BEACH REDEVELOPMENT AGENCY TAX INCREMENT REVENUE REFUNDING BONDS,SERIES 2025 (CITY CENTER/HISTORIC CONVENTION VILLAGE),FOR THE PURPOSE OF REFUNDING A PORTION OF THE OUTSTANDING SERIES 2015A BONDS,FUNDING ANY NECESSARY DEPOSIT TO THE DEBT SERVICE RESERVE ACCOUNT AND PAYING COSTS OF ISSUANCE AND REFUNDING, ALL PURSUANT TO SECTION 304(H)OF RESOLUTION NO.619-2015 ADOPTED BY THE AGENCY ON OCTOBER 14,2015,PROVIDING THAT SAID SERIES 2025 BONDS AND INTEREST THEREON SHALL BE PAYABLE SOLELY FROM PLEDGED FUNDS;PROVIDING CERTAIN DETAILS OF THE SERIES 2025 BONDS;DELEGATING OTHER DETAILS AND MATTERS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2025 BONDS AND THE REFUNDING OF THE SERIES 2015A BONDS TO BE REFUNDED TO THE EXECUTIVE DIRECTOR, INCLUDING WHETHER TO SECURE A CREDIT FACILITY AND/OR A RESERVE ACCOUNT INSURANCE POLICY,WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN;AUTHORIZING A BOOK-ENTRY REGISTRATION SYSTEM FOR THE SERIES 2025 BONDS;AUTHORIZING THE NEGOTIATED SALE AND AWARD OF THE SERIES 2025 BONDS TO THE UNDERWRITERS WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN;APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT;APPROVING THE FORM OF AND DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE OFFICIAL STATEMENT;PROVIDING FOR THE APPLICATION OF THE PROCEEDS OF THE SERIES 2025 BONDS AND CREATING CERTAIN FUNDS AND SUBACCOUNTS;AUTHORIZING THE REFUNDING,DEFEASANCE AND REDEMPTION OF THE SERIES 2015A BONDS TO BE REFUNDED;APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT AND APPOINTING AN ESCROW AGENT; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 2025 BONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12 AND AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT WITH RESPECT THERETO AND APPOINTING A DISCLOSURE DISSEMINATION AGENT;APPOINTING A PAYING AGENT AND REGISTRAR FOR THE SERIES 2025 BONDS;AUTHORIZING OFFICERS AND EMPLOYEES OF THE AGENCY TO TAKE ALL NECESSARY ACTIONS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2025 BONDS AND THE REFUNDING OF THE SERIES 2015A BONDS TO BE REFUNDED AND OTHER RELATED MA TIERS;AND PROVIDING FOR AN EFFECTIVE DATE. RECOMMENDATION 2438 of 2719 Approve the resolution to allow for the issuance by the Miami Beach Redevelopment Agency (RDA")of its Revenue Refunding Bonds,Series 2025 City Center/Historic Convention Village ("Series 2025 Refunding Bonds")in the amount of $267,000,000. BACKGROUND/HISTORY The RDA Chief Financial Officer,in conjunction with the RDA's Financial Advisor,PFM Financial Advisors LLC (the "Financial Advisor"),has identified a refinancing opportunity to achieve debt service savings.A debt refunding opportunity is a chance to replace existing debt obligations with new ones that offer cost savings and improved financial conditions for the RDA. At the February 21,2024 City Commission meeting,the Mayor and Commission approved a referral to the Finance and Economic Resiliency Committee ("FERC")to review and discuss a possible refunding opportunity for RDA bonds.The RDA's Chief Financial Officer and Financial Advisor presented the opportunity,which was discussed by the FERG on April 19,2024,and the FERC recommended that Administration move forward with the refinancing.At the September 11,2024 meeting,the City Commission as well as the RDA approved the selection of the underwriters for the Series 2025 Refunding Bonds. As the Miami-Dade County ("County")Board of County Commissioners would have to approve the refunding of the RDA Bonds,City/RDA staff met with County staff to discuss the opportunity. During these discussions,it was determined that a Sixth Amendment to the RDA lnterlocal Agreement (the "Sixth Amendment"),would need to be approved to allow for the refunding to move forward. In connection with the proposed issuance of the Series 2025 Refunding Bonds by the RDA to refund a portion of the RDA's Tax Increment Revenue and Revenue Refunding Bonds,Series 2015A (City Center/Historic Convention Village),which refunding will generate debt service savings,and as otherwise requested by the County,it was necessary to further amend the lnterlocal Agreement through a Sixth Amendment to the lnterlocal Agreement which needed to be executed among the County,the City,and the RDA.The Sixth Amendment does,among other amendments to the lnterlocal Agreement,amend the lnterlocal Agreement,as previously amended,to provide for the issuance of the Refunding Bonds and to amend certain of the provisions with respect to the Distribution of Series 2025 Trust Fund Revenues in order to delete the requirements thereunder that commencing in Fiscal Year 2024,excess revenues must be used to extinguish early,or if not subject to prepayment or redemption at that time,establish an escrow for,any "Agency Indebtedness"(which includes bonds issued by the RDA)and,in lieu of those provisions,provide for the uses as set forth in Sections H,I and J of Paragraph XII of the lnterlocal Agreement as described in the Sixth Amendment.These changes were necessary to provide for the issuance of the Series 2025 Refunding Bonds. At the October 30,2024 RDA meeting,the Chairperson and members of the board approved the Sixth Amendment to the RDA lnterlocal Agreement.At the November 6,2024 County Commission meeting,the County Commission approved the Sixth Amendment to the RDA lnterlocal Agreement.The Sixth Amendment to the RDA lnterlocal Agreement was executed on December 18,2024. ANALYSIS In 2015,the RDA issued Series 2015A Miami Beach Redevelopment Agency Tax Increment Revenue Bonds ("Series 2015A4 Bonds")in the amount of $286,245,000 primarily for renovation and expansion of the Miami Beach Convention Center and to refund certain prior bonds issued by the RDA.The Series 2015A Bonds became callable on February 1,2024,have a final maturity on February 1,2044,and were issued with interest rates of 4.00%to 5.00%payable semiannually. Currently,the amount of outstanding Series 2015A4 Bonds is $256,485,000. The RDA may be able to achieve savings through a tax-exempt refunding.The net present value savings is estimated at $10.3 million,which would be 4.0%of refunded bonds.The total savings 2439 of 2719 over 19 years would be approximately $15.3 million.The final maturity of the refunding will not be later than February 1,2044,which is the final maturity of the outstanding Series 20154 Bonds. The foregoing information is summarized in the table below: Series Refunded: Par Amount of Bonds Refunded: Net Present Value Savings ($): Net Present Value Savings (%): Annual Gross Savings: 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 Total RDA Bonds. Series 2015A $256,480,000 $10,318,821 4.02% $461,183 827.250 825,000 827,000 823,000 823,250 827,500 825.500 822,500 823,500 823,250 826.750 823,750 824,500 823,750 826,500 827.500 826,750 824,250 $15,312,683 Estimates based on current market conditions. Because of the character of the Series 2025 Refunding Bonds,the complexity of structuring an issue of bonds secured by Trust Fund Revenues,prevailing market conditions,the desire to premarket and educate potential investors,the recommendation of PFM Financial Advisors LLC, the financial advisor to the RDA,was that a negotiated sale of the Series 2025 Refunding Bonds is in the best interest of the RDA The RDA Resolution for the issuance of the Series 2025 Refunding Bonds will delegate to the RDA Executive Director,relying upon the recommendation of the Chief Financial Officer and the RDA's Financial Advisor,certain matters,including the determination of various terms of the Series 2025 Refunding Bonds,and their sale and the refunding of the Series 2015A4 Bonds,and all other actions necessary or desirable in connection with the issuance of the Series 2025 Refunding Bonds. U.S.Bank Trust Company,National Association,is being appointed as Paying Agent and Registrar for the Series 2025 Refunding Bonds. The officers,agents and employees of the City,the Bond Registrar and DAC are hereby authorized and directed to do all acts and things and execute and deliver all documents, agreements and certificates required of them by the provisions of the Series 2025 Refunding Bonds,the Bond Resolution,the Series 2025 Refunding Bond Purchase Agreement,the Series 2025 Continuing Disclosure Agreement and this Series Resolution,for the full,punctual and complete performance of all the terms,covenants,provisions and agreements of the Series 2025 2440 of 2719 Refunding Bonds,the Bond Resolution,the Series 2025 Refunding Bond Purchase Agreement, the Series 2025 Continuing Disclosure Agreement and this Series Resolution. The firms selected by the RDA for the Series 2025 Refunding Bonds are as follows: •Senior Manager:BofA Securities.Inc. •Co-Managers:Estrada Hinojosa &Company,Inc.;Jefferies LLC;PNC Capital Markets LLC;Raymond James &Associates,Inc. The underwriters for the Series 2025 Refunding Bonds were also approved at the RDA meeting on September 11,2024. FISCAL IMPACT STATEMENT The RDA may be able to achieve savings through a tax-exempt refunding.The net present value savings is estimated at $10.3 million,which would be 4.0%of the refunded bonds.The total savings over 19 years would be approximately $15.3 million. Does this Ordinance require a Business Impact Estimate? (FOR ORDINANCES ONLY) If applicable,the Business Impact Estimate (BIE)was published on: See BIE at:https://www.miamibeachfl.gov/city-hall/city-clerk/meeting-notices/ FINANCIAL INFORMATION CONCLUSION The Administration recommends that the Chairperson and members of the board of the Miami Beach Redevelopment Agency approve the resolution to allow for the refunding of $267,000,000 of tax increment revenue refunding bonds of the Miami Beach Redevelopment Agency. Applicable Area Citywide Is this a "Residents Right to Know"item, pursuant to City Code Section 2-172 No Is this item related to a G.O.Bond Project? No Was this Agenda Item initially requested by a lobbyist which,as defined in Code Sec.2-481, includes a principal engaged in lobbying?No If so,specify the name of lobbyist(s)and principal(s): Department Finance Sponsor(s) 2441 of 2719 Co-sponsor(s) Condensed Title Joint,10:00 am.PH,Issue MBRDA Tax Increment Revenue Refunding Bonds,Series 2025. FN Previous Action (For City Clerk Use Only) 2442 of 2719 $(PAR AMOUNT] Miami Beach Redevelopment Agency Tax Increment Revenue Refunding Bonds,Series 2025 (City Center/Historic Convention Village) BOND PURCHASE AGREEMENT [SALE DATE],2025 Chairperson and Members of the Board of the Miami Beach Redevelopment Agency 1700 Convention Center Drive Miami Beach,Florida 33139 Ladies and Gentlemen: BofA Securities,Inc.(the "Senior Managing Underwriter"),acting on behalf of itself and TRB Capital Markets,LLC d/b/a Estrada Hinojosa,Jefferies LLC,PNC Capital Markets,LLC and Raymond James &Associates,Inc.(collectively,with the Senior Managing Underwriter,the "Underwriters"),offers 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 S[PAR AMOUNT]Tax Increment Revenue Refunding Bonds,Series 2025 (City Center/Historic Convention Village)(the "Series 2025 Bonds").This offer is made subject to acceptance by the Agency prior to 11 :00 a.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.1n 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.In conformance with Section 787.06(13)Florida Statutes, as amended,the Senior Managing Underwriter,for and on its own account,shall deliver an anti- human trafficking affidavit in connection with the execution of this Purchase Agreement. 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. 2450 of 2719 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 2025 Bonds for a purchase price equal to S[](which purchase price is the aggregate principal amount of the Series 2025 Bonds ofS[PAR AMOUNT].00,[plus][less][net]an original issue [premium][discount]of S l }and less an Underwriters'discount of S[D)The purchase price for the Series 2025 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 amount of Dollars ($[].00)(the "Good Faith Deposit),which is being delivered to the Agency on account of the purchase price of the Series 2025 Bonds and as security for the performance by the Underwriters of their obligation to accept and to pay for the Series 2025 Bonds.If the Agency does not accept this offer,the Good Faith Deposit (without interest)shall be immediately returned to the Senior Managing Underwriter by wire transfer credited to the order of the Senior Managing Underwriter in federal funds in the amount of the Good Faith Deposit (without interest).In the event the hereinafter defined Closing takes place,the Good Faith Deposit shall be credited against the purchase price for the Series 2025 Bonds set out in Section 1 (a)hereof and the Senior Managing Underwriter shall pay to the Agency on the date of Closing the entire purchase price of the Series 2025 Bonds,less the Good Faith Deposit already paid to the Agency.In the event of the Agency's failure to deliver the Series 2025 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 return to the Senior Managing Underwriter by wire transfer 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 2025 Bonds upon their tender by the Agency at the Closing, 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. 2 2451 of 2719 (c)The Series 2025 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.619- 2015 adopted by the Chairperson and members of the Board of the Agency (the "Commission")on October 14,2015 and Resolution No.[]-2025 adopted by the Commission on May 21,2025 (collectively,the "Bond Resolution)and Resolution No.2025-(l adopted by the Mayor and City Commission of the City (the City Commission")on May 21,2025 (the "City Approving Resolution"). The Series 2025 Bonds will be secured as provided in the Bond Resolution.The Series 2025 Bonds shall mature and have such other terms and provisions as are described on Exhibit B hereto.Proceeds of the Series 2025 Bonds will provide funds,together with any other available funds,to (i)refund on a current basis a portion of the Agency's Tax Increment Revenue and Revenue Refunding Bonds, Series 2015A,currently Outstanding (the "Refunded Series 2015A Bonds"), (ii)(make a deposit to the Debt Service Reserve Account to satisfy the portion of the Reserve Account Requirement relating to the Series 2025 Bonds,and (iii)] pay costs of issuance of the Series 2025 Bonds and refunding of the Refunded Series 20 I SA Bonds.It shall be a condition to the obligation of the Agency to sell and deliver the Series 2025 Bonds to the Underwriters,and to the obligation of the Underwriters to purchase and accept delivery of the Series 2025 Bonds, that the entire aggregate principal amount of the Series 2025 Bonds shall be sold and delivered by the Agency and accepted and paid for by the Underwriters at the Closing. (d)](the "Insurer)will concurrently with the issuance of the Series 2025 Bonds,issue a municipal bond insurance policy (the "Policy")guaranteeing the scheduled payment of the principal of and interest on the Series 2025 Bonds (maturing on February I,in the years 20 through 20 inclusive (collectively,the "Insured Series 2025 Bonds ")],when due.] (e)The Underwriters agree to make an initial public offering of substantially all of the Series 2025 Bonds to the public at initial public offering prices not greater than (or yields not less than)the initial public offering prices (or yields)set forth in the Official Statement dated the date hereof relating to the Series 2025 Bonds (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 2025 Bonds. (f)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 (I) business day prior to the Closing date,in order to permit the Underwriters to comply with Rule I 5c2-l 2 (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 Agency shall prepare the Official Statement,including any amendments thereto, in word-searchable PDF format as described in the MSRB's Rule G-32 and shall 3 2452 of 2719 provide the electronic copy of the word-searchable PDF format of the Official Statement to the Underwriters no later than one (I)business day prior to the Closing date to enable the Underwriters to comply with MSRB Rule G-32 The Senior Managing Underwriter agrees to file the Official Statement with the Electronic Municipal Market Access system ("EMMA")(accompanied by a completed Form G-32)by the date of Closing.The filing of the Official Statement with EMMA shall be in accordance with the terms and conditions applicable to EMMA. (g)From the date hereof until the earlier of (i)ninety days from the "end of the underwriting period"(as defined in the Rule),or (ii)the time when the Official Statement is available to any person from the MSRB (but in no case less than twenty- five (25)days following the end of the underwriting period),if any event occurs or a condition or circumstance exists which may make it necessary to amend or supplement the Official Statement in order to make the statements therein,in the light of the circumstances under which they were made,not misleading,the party discovering such event,condition or occurrence shall notify the other party and if, in the reasonable opinion of the 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 (or at the expense of the Underwriters,if the amendment or supplement is required as a result of information provided by the Underwriters),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 2025 Bonds)so that the statements in the Official Statement,as so amended or supplemented,will not,in I ight 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 Senior Managing Underwriter does not in good faith approve the form and manner of such supplement or amendment,the other may terminate this Purchase Agreement and the Good Faith Deposit shall be immediately returned by the Agency to the Senior Managing Underwriter in the manner provided by Section I(b)hereof.The parties agree to cooperate in good faith with regard to the form and manner of the supplement or amendment to the Official Statement. Unless the 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 2025 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. (h)The Agency hereby approves and authorizes the delivery and distribution of the Preliminary Official Statement dated [POS DA TE],2025 (the "Preliminary Official Statement")and the execution,delivery and distribution of the Official Statement in 4 2453 of 2719 substantially the fonn 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 2025 Bonds. SECTION 2. (a)The Senior Managing Underwriter,on behalf of the Underwriters,agrees to assist the Agency in establishing the issue price of the Series 2025 Bonds and shall execute and deliver to the Agency at Closing an "issue price"or similar certificate,together with the supporting pricing wires or equivalent communications,substantially in the fonn attached hereto as Exhibit C with such modifications as may be appropriate or necessary,in the reasonable judgment of the Senior Managing Underwriter,the Agency and Bond Counsel,to accurately reflect,as applicable,the sales price or prices or the initial offering price or prices to the public of the Series 2025 Bonds. All actions to be taken by the Agency under this section to establish the issue price of the Series 2025 Bonds may be taken on behalf of the Agency by the Agency's municipal advisor,PFM Financial Advisors LLC,and any notice or report to be provided to the Agency may be provided to the Agency's municipal advisor. (b)Except as otherwise set forth in Schedule A to Exhibit C hereto,the Agency will treat the first price at which l 0%of each maturity of the Series 2025 Bonds (the 10%test")is sold to the public as the issue price of that maturity.At or promptly after the execution of this Purchase Agreement,the Senior Managing Underwriter shall report to the Agency the price or prices at which the Underwriters have sold to the public each maturity of Series 2025 Bonds.For purposes of this section,if Series 2025 Bonds mature on the same date but have different interest rates,each separate CUSIP number within that maturity will be treated as a separate maturity of the Series 2025 Bonds. (c)If Exhibit C attached hereto includes Schedule A,the Senior Managing Underwriter confinns that the Underwriters have offered the Series 2025 Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the "initial offering price"),or at the corresponding yield or yields,set forth in such Schedule A,except as otherwise set forth therein.Such Schedule A should it exist also sets forth,as of the date of this Purchase Agreement,the maturities,if any,of the Series 2025 Bonds for which the 10%test has not been satisfied and for which the Agency and the Senior Managing Underwriter,on behalf of the Underwriters, agree that the restrictions set forth in the next sentence shall apply,which will allow the Agency to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold-the-offering-price rule"). So long as the hold-the-offering-price rule remains applicable to any maturity of the Series 2025 Bonds,the Underwriters will neither offer nor sell unsold Series 2025 Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: (I)the close of the fifth (5th)business day after the sale date:or 5 2454 of 2719 (2)the date on which the Underwriters have sold at least I 0%of that maturity of the Series 2025 Bonds to the public at a price that is no higher than the initial offering price to the public. Upon inquiry,the Senior Managing Underwriter will advise the Agency promptly after the close of the fifth (5th)business day after the sale date whether it has sold 10%of that maturity of the Series 2025 Bonds to the public at a price that is no higher than the initial offering price to the public. (d)The Senior Managing Underwriter confirms that: (i)any agreement among underwriters,any selling group agreement and each third-party distribution agreement (to which the Senior Managing Underwriter is a party) relating to the initial sale of the Series 2025 Bonds to the public,together with the related pricing wires,contains or will contain language obligating each underwriter,each dealer who is a member of the selling group and each broker-dealer that is a party to such third- party distribution agreement,as applicable: (A)(i)to report the prices at which it sells to the public the unsold Series 2025 Bonds of each maturity allocated to it,whether or not the Closing Date has occurred,until either all Series 2025 Bonds of that maturity allocated to it have been sold or it is notified by the Senior Managing Underwriter that the I 0%test has been satisfied as to the Series 2025 Bonds of that maturity,provided that,the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise on request of the Senior Managing Underwriter.and (ii)to comply with the hold-the-offering-price rule,if applicable,if and for so long as directed by the Senior Managing Underwriter and as set forth in the related pricing wires,and (B)to promptly notify the Senior Managing underwriter of any sales of Series 2025 Bonds that,to its knowledge,are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Series 2025 Bonds to the public (each such term being used as defined below),and (C)to acknowledge that,unless otherwise advised by the underwriter, dealer or broker-dealer,the Senior Managing Underwriter shall assume that each order submitted by the underwriter,dealer or broker-dealer is a sale to the public. (ii)any agreement among underwriters and any selling group agreement relating to the initial sale of the Series 2025 Bonds to the public,together with the related pricing wires,contains or will contain language obligating each Underwriter or dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Series 2025 Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A)report the prices at which it sells to the public the unsold Series 2025 Bonds of each maturity allocated to it until either all Series 2025 Bonds of that maturity allocated to it,whether or not the Closing Date has occurred,have been sold or it is notified by the Senior Managing Underwriter or such Underwriter or dealer that the I 0%test has been satisfied as to the Series 2025 Bonds of that maturity,provided that,the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Senior Managing Underwriter or such underwriter or dealer, 6 2455 of 2719 and (B)comply with the hold-the-offering-price rule,if applicable,if and for so long as directed by the Senior Managing Underwriter or the dealer and as set forth in the related..premng wres. (e)The Agency acknowledges that,in making the representations set forth in this section,the Senior Managing Underwriter will rely on (i)the agreement of each Underwriter to comply with the requirements for establishing the issue price of the Series 2025 Bonds,including,but not limited to,its agreement to comply with the hold-the-offering-price rule,if applicable to the Series 2025 Bonds,as set forth in an agreement among underwriters and the related pricing wires,(ii)in the event a selling group has been created in connection with the initial sale of the Series 2025 Bonds to the public,the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing the issue price of the Series 2025 Bonds,including,but not limited to,its agreement to comply with the hold- the-offering-price rule,if applicable to the Series 2025 Bonds,as set forth in a selling group agreement and the related pricing wires,and (iii)in the event that an underwriter or dealer who is a member of the selling group is a party to a third-party distribution agreement that was employed in connection with the initial sale of the Series 2025 Bonds to the public,the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Series 2025 Bonds,including,but not limited to,its agreement to comply with the hold-the-offering-price rule,if applicable to the Series 2025 Bonds,as set forth in the third-party distribution agreement and the related pricing wires.The Agency further acknowledges that each underwriter shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing issue price of the Series 2025 Bonds,including,but not limited to,its agreement to comply with the hold-the-offering-price rule,if applicable to the Series 2025 Bonds,and that no underwriter shall be liable for the failure of any other underwriter,or of any dealer who is a member of a selling group,or of any broker-dealer that is a party to a third- party distribution agreement,to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Series 2025 Bonds, including,but not limited to,its agreement to comply with the hold-the-offering- price rule,if applicable to the Series 2025 Bonds. (f)The Underwriters acknowledge that sales of any Series 2025 Bonds to any person that is a related party to an underwriter participating in the initial sale of the Series 2025 Bonds to the public (each such term being used as defined below)shall not constitute sales to the public for purposes of this section.Further,for purposes of this section: (i)"public"means any person other than an underwriter or a related party, (ii)"underwriter"means (A)any person that agrees pursuant to a written contract with the Agency (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Series 2025 Bonds to the public and (B)any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A)to participate in the initial sale of the Series 2025 Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Series 2025 Bonds to the public), 7 2456 of 2719 (iii)a purchaser of any of the Series 2025 Bonds is a "related party''to an underwriter if the underwriter and the purchaser are subject,directly or indirectly,to (A) more than 50%common ownership of the voting power or the total value of their stock,if both entities are corporations (including direct ownership by one corporation of another), (B)more than 50%common ownership of their capital interests or profits interests,if both entities are partnerships (including direct ownership by one partnership of another),or (C) more than 50%common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership,as applicable,if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other),and (iv)"sale date"means the date of execution of this Purchase Agreement by all parties. SECTION 3. The 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 be,in full force and effect,and no portions thereof 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 the Pledged Funds for the payment of principal of and interest on the Series 2025 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 2025 Bonds,the Bond Resolution,the Escrow Deposit Agreement by and between the Agency and US.Bank Trust Company,National Association,as escrow agent (the "Escrow Agent),relating to the refunding of the Refunded Series 20154 Bonds (the "Escrow Deposit Agreement")and the Disclosure Dissemination Agent Agreement relating to the Series 2025 Bonds (the "Continuing Disclosure Agreement)conform to the descriptions thereof set forth in the Official Statement. (c)There is no litigation,administrative proceeding,inquiry or investigation pending (nor,to the knowledge of the Agency,is any such action threatened),at law or in 8 2457 of 2719 equity,or before or by any court,public board or body,which in any way affects, contests,questions or seeks to restrain or enjoin any of the following:(i)the powers or valid existence of the Agency or the titles of the members of the Commission or the other officers of the Agency to their respective offices;(ii)any of the proceedings had or actions taken leading up to the sale,issuance and delivery of the Series 2025 Bonds,or the collection of the Trust Fund Revenues pledged to the payment of the Series 2025 Bonds in the manner and to the extent provided in the Bond Resolution,or the application of the proceeds of the Series 2025 Bonds or the execution,delivery or performance of this Purchase Agreement;(iii)the delivery, validity or enforceability of the Series 2025 Bonds or of any of the Bond Resolution,this Purchase Agreement,the Escrow Deposit Agreement and the Continuing Disclosure Agreement (this Purchase Agreement,the Escrow Deposit Agreement and the Continuing Disclosure Agreement are herein collectively referred to as,the "Bond Documents")or contesting the power of the Agency to consummate the transactions contemplated therein and in the Official Statement; (iv)contesting in any way the completeness or accuracy of the Official Statement; (v)wherein an unfavorable decision,ruling or finding would materially and adversely affect the financial position of the Agency or the validity or enforceability of the Series 2025 Bonds,the Bond Resolution or the Bond Documents;(vi)which would have a material adverse effect upon the Pledged Funds pledged to the payment of the Series 2025 Bonds;(iv)adversely affecting the exclusion of interest on the Series 2025 Bonds from gross income for federal income tax purposes;or (v)challenging the Agency's ownership or operation of any redevelopment projects currently owned by the Agency,nor,to the best knowledge of the Agency,is there any basis therefor. (d)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 in the amount described in the Official Statement;and the execution and delivery of the Series 2025 Bonds,the Bond Documents 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 9 2458 of 2719 terms of any such law,regulation or instrument,except as provided or permitted by the Series 2025 Bonds and the Bond Resolution. (e)As of its date,the Pre!iminary Official Statement was deemed final"(except for permitted omissions)by the Agency for purposes of paragraph (b)I)of the Rule. (f)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. (g)The Agency has full right,power and authority to issue,sell and deliver the Series 2025 Bonds to the Underwriters as described herein;to provide funds to refinance the Refunded Series 2015A Bonds;to enter into the Bond Documents,to issue and deliver the Series 2025 Bonds as provided in this Purchase Agreement and the Bond Resolution,to apply the proceeds of the sale of the Series 2025 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. (h)The authorized parties executing the Bond Documents and the Official Statement on behalf of the Agency are authorized for and in the name of the Agency to execute and deliver the Bond Documents and the Official Statement,and such parties and other parties as set forth in the Bond Resolution are authorized to execute,deliver, file or record such other incidental papers,documents and instruments as shall be necessary to carry out the intention and purposes of the Bond Documents,the Official Statement,the Series 2025 Bonds and the Bond Resolution.On the date of Closing the Series 2025 Bonds will be duly executed and delivered by the Agency in accordance with the Bond Resolution and will be entitled to all the benefits and security thereof.Any certificate signed by the authorized party shall be deemed a representation and covenant by the Agency to the Underwriters as to the statements made therein. ()At a meeting of the Commission that was duly called and at which a quorum was present and acting throughout,the Commission approved the execution and delivery of the Series 2025 Bonds and the Bond Documents,authorized the use,in connection with the public offering of the Series 2025 Bonds.of the Preliminary Official Statement,and execution and delivery of the Official Statement.The Agency represents that it will have no bonds or other indebtedness outstanding that are secured by a pledge of 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 2025 Bonds have been complied with or fulfilled,or will be complied with or fulfilled on the date of Closing. j)Since the date of the Financial Statements attached as Appendix B to the Official Statement,there has been no material adverse change in the financial position, results of operations or condition,financial or otherwise,of the 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 10 2459 of 2719 the Bond Resolution or the Bond Documents,direct or contingent,other than as disclosed in the Official Statement. (k)No authorization,approval,consent or license of any governmental body or authority,not already obtained,is required for the valid and lawful execution and delivery by the Agency of the Series 2025 Bonds,the Bond Documents,the Official Statement,the adoption of the Bond Resolution,and the performance of its obligations thereunder or as contemplated thereby;provided,however,that no representation is made concerning compliance with the registration requirements of the federal securities laws or the securities or Blue Sky laws of the various states. (I)The Agency has not,since December 31,1975,been in default in the payment of principal of,premium,if any,or interest on,or otherwise been in default with respect to,any bonds,notes,lease purchase arrangements or other obligations which it has issued,assumed or guaranteed as to payment of principal,premium,if any,or interest,nor has any other person been in default with respect to payment of principal of,premium,if any,or interest on any bonds,notes or other obligations which the Agency has issued,except,in both cases,as described in the Preliminary Official Statement and the Official Statement which in the opinion of the Agency would not be considered material by a reasonable investor and therefore do not have to be disclosed in the Official Statement under Rule 69W-400.003,Rules of Government Securities,promulgated under Section 517 .05 I (I),Florida Statutes. (m)When duly executed and delivered by the Agency,the Series 2025 Bonds,and the Bond Documents will have been duly authorized,executed,issued and delivered by the Agency and,assuming due authorization,execution and delivery by the other parties thereto,if any,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. (n)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 2025 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 2025 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 2025 Bonds;provided that,the Agency will not be required to qualify to do business or submit to service of process in,or subject itself to the jurisdiction of,any state other than the State of Florida. (o)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. (p)The Agency shall apply the proceeds of the sale of the Series 2025 Bonds in the manner described in the Official Statement and the Tax Compliance Certificate and I I 2460 of 2719 will not take or omit to take any action that will in any way cause or result in the proceeds of the sale of the Series 2025 Bonds to be applied in a manner other than as provided for or permitted in the Bond Resolution and as described in the Official Statement. (q)The Agency will undertake,as described in the Continuing Disclosure Agreement, to provide or cause to be provided to the MSRB certain annual financial information and operating data and notices of certain listed events,as more fully set forth in the Continuing Disclosure Agreement.A description of the undertaking will be set forth in the Official Statement. (r)The Financial Statements included in the 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. (s)The Agency will provide to the rating agencies rating the Series 2025 Bonds appropriate periodic credit information necessary for maintaining the ratings on the Series 2025 Bonds. (t)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. (u)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. (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 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 4. On or before the acceptance by the Agency of this Purchase Agreement,the Underwriters 12 2461 of 2719 shall receive from the Agency certified copies of the Bond Resolution. SECTION 5. At 10:00 a.m.(Eastern Time)on [CLOSING DATE],2025,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 City of Miami,Florida or at such other place upon which the parties hereto may agree,the documents mentioned in Section 6(b)of this Purchase Agreement and shall release the Series 2025 Bonds,in the form of one typewritten,fully registered bond with a CUSIP identification number thereon for each interest rate of each maturity of the Series 2025 Bonds,duly executed and authenticated and registered in the name of Cede &Co.,as nominee for OTC,through the DTC FAST System to the Underwriters.At the Closing,the Underwriters shall evidence their acceptance of delivery of the Series 2025 Bonds and pay the purchase price of the Series 2025 Bonds as set forth in Section I (a)of this Purchase Agreement. SECTION 6. 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 2025 Bonds shall be applied as described in the Official Statement;and (iii)the Commission shall have duly adopted and there shall be in full force and effect,resolutions as,in the opinion of Bond Counsel, shall be necessary in connection with the transactions contemplated hereby; (b)at or prior to the Closing,the Underwriters shall receive the following documents: (i)executed copies of the Bond Documents and the Tax Compliance Certificate; (ii)certified copies of the Bond Resolution and the City Approving Resolution; (iii)the opinion of Bond Counsel with respect to the Series 2025 Bonds,dated the date of Closing,substantially in the form attached to the Official Statement as Appendix D,either addressed to the Underwriters and the Agency [and the Insurer]or accompanied by a letter addressed to the Underwriters [and the Insurer]indicating that they may rely on said opinion as if it were addressed to them; (iv)a supplemental opinion of Bond Counsel,dated the date of the Closing and addressed to the Underwriters to the effect that:(A)they have reviewed the statements in the Preliminary Official Statement and the Official Statement under the captions "INTRODUCTION,""PURPOSE OF THE ISSUE" 13 2462 of 2719 "DESCRIPTION OF THE SERIES 2025 BONDS"(except for information under the subheading "Book-Entry-Only System"),and "SECURITY AND SOURCES OF PAYMENT"and believe that,insofar as such statements purport to summarize certain provisions of the Series 2025 Bonds and the Bond Resolution,such statements present an accurate summary of such provisions;(B)they have reviewed the statements in the Preliminary Official Statement and the Official Statement under the caption "TAX MATTERS"and believe that such statements are accurate;and (C)the Series 2025 Bonds are exempt from the registration requirements of the Securities Act of 19 33,as amended (the "I 9 3 3 Act)and the Bond Resolution is exempt from qualification under the Trust Indenture Act of 1939,as amended (the "1939 Act); (v)A defeasance opinion of Bond Counsel with respect to the Refunded Series 2015A Bonds:; (vi)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 they may rely on said opinion as if it were addressed to them,in form and substance acceptable to the Agency and the Underwriters,to the effect that nothing has come to its attention which leads it to believe that the Preliminary Official Statement (other than permitted omissions)as of its date and the date hereof,and the Official Statement as of its date and as of the Closing date (except for the financial,statistical and demographic data and information in the Preliminary Official Statement and the Official Statement,including,without limitation,the appendices thereto,[information regarding the Insurer and its Policy]and the infonnation relating to OTC,its operations and the book-entry system,as to which no opinion is expressed)contained or contains any untrue statement ofa 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. (vii)the opinion of Ricardo Dopico.Esq..Counsel to the Agency,dated the date of Closing and addressed to the Underwriters and the Agency [and the Insurer],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 2025 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 Pledged Funds,for the security of the Series 2025 Bonds on parity and equal status with the unrefunded Series 20 I SA Bonds and any other Bonds issued pursuant to the Bond Resolution;(D)the City Commission 14 2463 of 2719 has duly adopted the City Approving Resolution;(E)the Agency has duly adopted the Bond Resolution and approved the form,distribution and delivery,and with respect to the Official Statement,execution,of the Preliminary Official Statement and the Official Statement,and the Official Statement has been duly executed and delivered by the Agency;(F)the Series 2025 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;(G)the information in the Preliminary Official Statement (other than permitted omissions)and the Official Statement with respect to the Agency (excluding financial, statistical and demographic information [,information regarding the Insurer and its Policy]and information relating to OTC,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 Preliminary Official Statement (other than permitted omissions)as of its date and the date hereof,and the Official Statement as of its date and the date of Closing (excluding financial,statistical and demographic information [and information regarding the Insurer and its Policy](and information relating to DTC)contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein,in light of the circumstances under which they were made,not misleading;(H)except as disclosed in the Preliminary Official Statement and 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 2025 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 other redevelopment projects currently owned or operated by the Agency or the pledge of the Pledged Funds for the payment of the Series 2025 Bonds in the manner and to the extent provided in the Bond Resolution,nor is there any basis therefor;(I)the execution and delivery of the Bond Documents and the issuance of the Series 2025 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, 15 2464 of 2719 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; (viii)the opinion of Underwriters'Counsel addressed to the Underwriters,dated the date of the Closing,in form and substance satisfactory to the Senior Managing Underwriter; (ix)a certificate,dated the date of Closing,signed on behalf of the Agency by the Chairperson and the Executive Director of the Agency,setting forth such matters as the Senior Managing Underwriter may reasonably require, including that each of the representations of the Agency contained in Section 3 hereof were true and accurate in all material respects on the date when made,have been true and accurate in all material respects at all times since,and continue 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,or the Series 2025 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; (x)a customary signature certificate,dated the date of Closing,signed on behalf of the Agency by the Secretary of the Agency; (xi)a certificate of the Executive Director of the Agency,dated the date of Closing,to the effect that the requirements of Section 304(H)of the Original Resolution have been satisfied; (xii)[evidence satisfactory to the Underwriters that []has issued a rating of "L_J"to the [Insured]Series 2025 Bonds based upon the issuance of the Policy,and)letters from Moody's Investors Service,Inc. and S&P Global Inc.addressed to the Agency,to the effect that the Series 2025 Bonds have been assigned underlying ratings of "[__J "and " [__]"with a stable outlook",which ratings [without regard to the Policy.]shall be in effect as of the date of Closing; (xiii)a customary authorization and incumbency certificate,dated the date of Closing,signed by authorized officers of the Registrar and the Escrow Agent; (xiv)copies of the Blue Sky Survey prepared by Counsel to the Underwriters, indicating the jurisdictions in which the Series 2025 Bonds may be sold in compliance with the "blue sky"or securities laws of such jurisdictions; (xv)a copy of the Agency's executed Blanket Letter of Representations to The Depository Trust Company (which need not be included in the closing transcript for the Series 2025 Bonds); 16 2465 of 2719 (xvi)a copy of the Verification Report prepared by [](the "Verification Agent")with respect to the Refunded Series 2015A Bonds; (xvii)a copy of the State and Local Government Securities subscriptions with respect to the Refunded Series 20154 Bonds; (xviii)[A copy of the Policy issued by the Insurer with respect to the [Insured] Series 2025 Bonds.] (xix)[An opinion dated the Date of Closing and addressed to the Agency and the Underwriters of counsel to the Insurer,in form and substance satisfactory to the Underwriters,and a customary authorization and incumbency certificate,dated the Date of Closing,signed by authorized officers of the Insurer in the form and substance satisfactory to Bond Counsel with respect to the [Insured]Series 2025 Bonds.] (xx)such additional documents as may be required by the Bond Resolution to be delivered as a condition precedent to the issuance of the Series 2025 Bonds;and (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 7. 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 Underwriters and the Agency shall have no further obligation hereunder,except that the respective obligations of the parties hereto provided in Section 8 hereof shall continue in full force and effect and,unless the Underwriters fail other than for a reason pennitted under this Purchase Agreement to accept and pay for the Series 2025 Bonds upon their tender,the Agency shall return the Good Faith Deposit as provided in Section 1 (b ). 17 2466 of 2719 SECTION 8. (a)The following costs and expenses relating to the transaction contemplated or described in this Purchase Agreement shall be borne and paid by the Agency regardless of whether the transaction contemplated herein shall close:printing of Series 2025 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 Agency's Disclosure Counsel;fees and disbursements of the Agency's Financial Advisor;any accounting fees;the Registrar and Paying Agent and Escrow Agent fees;fees of the Verification Agent; fees of the rating agencies;and any other fees as described in Schedule A to Exhibit A hereto. (b)The Agency bas agreed to pay the Underwriters'compensation set forth in Section l(a)of this Purchase Agreement,and inclusive in the expense component of the Underwriters'compensation are expenses incurred or paid for by the Underwriters on behalf of the Agency in connection with the marketing,issuance,and delivery of the Series 2025 Bonds,including,but not limited to,advertising expenses,fees and expenses of Underwriters'Counsel,the cost of any Blue Sky Survey,CUSIP fees and the fees of SOL VE for a continuing disclosure compliance review.The Agency shall be solely responsible for and shall pay for any expenses incurred by the Underwriters on behalf of the Agency's employees and representatives which are incidental to implementing this Purchase Agreement,including,but not limited to,meals,transportation and lodging of the Agency's employees and representatives. SECTION 9. 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 2025 Bonds for resale to investors,in an arm's length commercial transaction between the Agency and the Underwriters. SECTION 10. The Underwriters shall have the right to cancel their obligations hereunder 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: I8 2467 of 2719 (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 lll 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 2025 Bonds which,in the Senior Managing Underwriter's reasonable opinion,materially and adversely affects the market price or marketability of the Series 2025 Bonds or the ability of the Underwriters to enforce contracts for the sale of the Series 2025 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 2025 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 2025 Bonds,or the issuance,offering,or sale of the Series 2025 Bonds,including all the underlying obligations,as contemplated hereby or by the Official Statement,is in violation or would be in violation of any provisions of the federal securities laws as amended and then in effect,including without limitation the registration provisions of the 1933 Act,or the registration provisions of the Securities Exchange Act of 1934 (the "1934 Act),or the qualification provisions of the 1939 Act. (d)Legislation shall be introduced by amendment or otherwise in,or be enacted by, the Congress of the United States of America,or a decision by a court of the United States of America shall be rendered to the effect that obligations of the general character of the Series 2025 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, 19 2468 of 2719 offering,or sale of obligations of the general character of the Series 2025 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 2025 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 infonnation. (f)Additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange. (g)The New York Stock Exchange or any other national securities exchange,or any governmental authority,shall impose,a general suspension of trading or,as to bonds or obligations of the general character of the Series 2025 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 ban.king services shall have been established by federal,Florida or New York authorities or a major financial crisis or material disruption in commercial ban.king 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 2025 Bonds by the Agency or the purchase,offering,sale,or distribution of the Series 2025 Bonds by the Underwriters,or for any investigatory or other proceedings under any federal or state securities laws or the rules and regulations of the Financial Industry Regulatory Authority relating to the issuance, sale,or delivery of the Series 2025 Bonds by the Agency or the purchase,offering, sale,or distribution of the Series 2025 Bonds by the Underwriters. j)There shall have occurred any new outbreak or escalation of hostilities,any declaration by the United States of war or any national or international calamity or crisis,the effect of such outbreak,escalation,declaration,calamity or crisis being such as would cause a major disruption in the municipal bonds market and as,in the reasonable judgment of the Senior Managing Underwriter,would materially adversely affect the market price or marketability of the Series 2025 Bonds or the ability of the Underwriters to enforce contracts for the sale of the Series 2025 Bonds. 20 2469 of 2719 (k)Prior to Closing,any of the rating agencies which have rated the Series 2025 Bonds shall inform the Agency or the Underwriters that the Series 2025 Bonds will be rated lower than the respective rating published in the Official Statement or there shall have occurred or any notice shall have been given of any downgrading, suspension,withdrawal,or negative change of credit watch status by any national rating service to any Bonds. {I)There shall have occurred,after the signing hereof either a financial crisis with respect to the 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 marketabi lity of the Series 2025 Bonds or the ability of the Underwriters to enforce contracts for the sale of the Series 2025 Bonds. (m)Any amendment is made to the Official Statement that in the Senior Managing Underwriter's reasonable judgment will materially adversely affect the market price or marketability of the Series 2025 Bonds or the ability of the Senior Managing Underwriter to enforce contracts for the sale,at the contracted offering prices,of the Series 2025 Bonds. SECTION 11. Any notice or other communication to be given under this Purchase Agreement may be given by delivering the same in writing as follows: To the Agency at: Miami Beach Redevelopment Agency c/o City of Miami Beach,Florida 1700 Convention Center Drive Miami Beach,Florida 33139 Attention:Jason Greene,Chief Financial Officer To the Underwriters (as the Senior Managing Underwriter,the Senior Managing Underwriter on behalf of the Underwriters)at. BofA Securities,Inc. 101 East Kennedy Blvd.,Suite 200 Tampa,Florida 33602 Attention:Douglas W.Draper,Director SECTION 12. This Purchase Agreement is made solely for the benefit of the Agency and the Underwriters (including their successors or assigns)and no other person,partnership,association or corporation shall acquire or have any right hereunder or by virtue hereof Except as otherwise expressly provided herein.all of the agreements and representations of the Agency contained in this Purchase Agreement and in any certificates delivered pursuant hereto shall remain operative and in full force 21 2470 of 2719 and effect regardless of:(i)any investigation made by or on behalf of the Underwriters:(ii)the delivery of and payment for the Series 2025 Bonds hereunder;or (iii)any termination of this Purchase Agreement,other than pursuant to Section IO (and in all events the agreements of the Agency pursuant to Section 8(a)hereof shall remain in full force and effect notwithstanding the termination of this Purchase Agreement under Section IO hereof). 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. This Purchase Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements,prior writings and representations with respect thereto. [Signature Page to Follow] 22 2471 of 2719 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, BOFA SECURITIES,INC.,on behalf of itself and TRB CAPITAL MARKETS,LLC d/b/a ESTRADA HINOJOSA,JEFFERIES LLC,PNC CAPITAL MARKETS,LLC and RAYMOND JAMES &ASSOCIATES,INC. By:_ Name:Douglas W.Draper Title:Director Accepted and confirmed as of the date first above written: MIAMI BEACH REDEVELOPMENT AGENCY By:---------------Name:Steven Meiner Title:Chairperson 23 2472 of 2719 EXHIBIT A (Disclosure and Truth-in-Bonding Statement) > Miami Beach Redevelopment Agency Tax Increment Revenue Refunding Bonds,Series 2025 (City Center/Historic Convention Village) [SALE DATE],2025 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 S[PAR AMOUNT]Miami Beach Redevelopment Agency Tax Increment Revenue Refunding Bonds,Series 2025 (City Center/Historic Convention Village)(the "Series 2025 Bonds"),BofA Securities,Tnc.(the "Senior Managing Underwriter),acting on behalf of itself and TRB Capital Markets,LLC db/a Estrada Hinojosa,Jefferies LLC,PNC Capital Markets,LLC and Raymond James &Associates,Inc. (collectively,with the Senior Managing Underwriter,the "Underwriters"),has agreed to underwrite a public offering of the Series 2025 Bonds.Arrangements for underwriting the Series 2025 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 2025 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 2025 Bonds are set forth in Schedule A attached hereto. (b)No person has entered into an understanding with the Underwriters or,to the knowledge of the Underwriters,with the 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 2025 Bonds by the Underwriters. (c)The total underwriting compensation for the Series 2025 Bonds is S ~---(S[]IS 1,000 of Bonds). Exhibit A-I 2473 of 2719 S[PAR AMOUNT] (d)The Management Fee is $0.00 ($0.00/$1,000 of Bonds). (e)The Underwriters'Expenses are S[S[]$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 2025 Bonds to any person not regularly employed or retained by the Underwriters,except Underwriters'Counsel,Greenberg Traurig,P.A.,as shown on Schedule A hereto, including any "finder"as defined in Section 218.386(1)(a),Florida Statutes,as amended. (g)The names and addresses of the Underwriters are: BofA Securities,Inc. IOI E.Kennedy Blvd.,Suite 200, Tampa,Florida 33602 Attention:Douglas W.Draper,Director TRB Capital Markets,LLC d/b/a Estrada Hinojosa 55 Merrick Way,Suite 216 Miami,Florida 33134 Attention:Lourdes Abadin,Senior Managing Director Jefferies LLC 200 South Orange A venue,Suite 1440 Orlando,Florida 3280 I Attention:Rawn N.Williams,Managing Director PNC Capital Markets,LLC 20 I N.Franklin Street,Suite 1500 Tampa,Florida 33602 Attention:J.Michael Olliff,Senior Vice President Raymond James &Associates,Inc. 807 W.Morse Boulevard,Suite 200 Winter Park,Florida 32789 Attention:Jon Eichelberger,Managing Director (h)The Agency is proposing to issue S[PAR AMOUNT]principal amount of the Series 2025 Bonds,as described in the Official Statement dated [SALE DA TE], 2025,relating to the Series 2025 Bonds (the Official Statement").The Series 2025 Bonds are expected to be repaid over a period of approximately [_]years and []months.At a true interest cost rate of [P ,total interest paid over the life of the Series 2025 Bonds will be St]Proceeds of the Series 2025 Bonds will provide funds,together with any other available funds,to (i) refund on a current basis,a portion of the Agency's Tax Increment Revenue and Revenue Refunding Bonds,Series 20154,currently Outstanding (the "Refunded Series 20 I 5A Bonds"),[(ii)make a deposit to the Debt Service Reserve Account Exhibit A-2 2474 of 2719 to satisfy the portion of the Reserve Account Requirement relating to the Series 2025 Bonds,and (iii)]pay costs of issuance of the Series 2025 Bonds and refunding of the Refunded Series 201 SA Bonds. (i)The anticipated source of repayment or security for the Series 2025 Bonds is the Trust Fund Revenues (as defined in the Bond Resolution,which in tum is defined in the Purchase Agreement)Authorizing these obligations will result in approximately S[(representing the average annual debt service on the Series 2025 Bonds)of such moneys not being available each year to finance the other services of the Agency over a period of approximately [__J years and L_] months. Exhibit A-3 2475 of 2719 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, BOFA SECURITIES,INC.,on behalf of itself and TRB CAP IT AL MARKETS,LLC d/6/a ESTRADA HINOJOSA,JEFFERIES LLC,PNC CAPITAL MARKETS,LLC and RAYMOND JAMES & ASSOCIATES,INC. By:_ Name:Douglas W.Draper Title:Director Exhibit A-4 2476 of 2719 SCHEDULE A DETAILED BREAKDOWN OF UNDERWRITERS'DISCOUNT S[PAR AMOUNT] Miami Beach Redevelopment Agency Tax Increment Revenue Refunding Bonds,Series 2025 (City Center/Historic Convention Village), Underwriters'Compensation Average Takedown Underwriters'Counsel Fee i-Deal Bookrunning i-Deal Wire Charges i-Deal Order Monitor CUSIP Charge and Disclosure Fee DTC Service Charge Travel/Miscellaneous Expenses SOLVE (I5c2-12 Disclosure Fee) Total *Total may not add due to rounding $/1,000 Schedule A-I 2477 of 2719 Amount $ $ EXHIBIT B $[PAR AMOUNT] Miami Beach Redevelopment Agency Tax Increment Revenue Refunding Bonds,Series 2025 (City_Center/Historic Convention Village) MATURITIES,PRINCIPAL AMOUNTS,INTEREST RA TES,YIELDS AND PRICES $[Series 2025 Serial Bonds---~ Maturity (February I) Principal Amount Interest Rate Yield*Price S Series 2025 Term Bond Due February 1,20 :Yield ; Price 'Yield and Price calculated to the first call date of February I,20_. Exhibit B-I 2478 of 2719 Optional Redemption The Series 2025 Bonds maturing on or before February 1,20 are not subject to redemption prior to maturity.The Series 2025 Bonds maturing on or after February I 20 are subject to redemption prior to maturity,at the option of the Agency,on or after February 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 2025 Bonds to be redeemed,together with accrued interest to the date fixed for redemption. Mandatory Sinking Fund Redemption The Series 2025 Bonds maturing on February 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 February I of each year in the following amounts and in the years specified: Date (February I) * Final maturity. Amortization Requirements Exhibit B-2 2479 of 2719 EXHIBIT C FORM OF ISSUE PRICE CERTIFICATE $[PAR AMOUNT] Miami Beach Redevelopment Agency Tax Increment Revenue Refunding Bonds,Series 2025 (City Center/Historic Convention Village) The undersigned,on behalf of BofA Securities,Inc.(the "Senior Managing Underwriter),on behalf of itself and TRB Capital Markets,LLC d/b/a Estrada Hinojosa, Jefferies LLC,PNC Capital Markets,LLC and Raymond James &Associates,Inc.(together,the "Underwriting Group"),for the bonds identified above (the "Issue"),issued by the Miami Beach Redevelopment Agency (the "Issuer")based on its knowledge regarding the sale of the Issue,certifies as of this date as follows: (I)Issue Price. (If the issue price is determined using only the general rule (actual sales of at least 10%)in Regulations $1.148-1(f)(2)(i): (A)As of the date of this Certificate,for each Maturity of the Issue,the first price at which at least 10%of such Maturity of the Issue was sold to the Public is the respective price listed in the final Official Statement,dated [SALE DA TE],2025,for the Issue (the "Sale Price"as applicable to respective Maturities).The aggregate of the Sale Prices of each Maturity is Sl ]the "Issue Price ).] (If the issue price is determined using a combination of actual sales (Regulations §1.148- 1 (D)(2)i))and hold-the-offering-price (Regulations §1.148-1 (f)(2)(ii)): (A)As of the date of this Certificate,for each Maturity listed on Schedule A as the "General Rule Maturities,"the first price at which at least I 0%of such Maturity was sold to the Public is the respective price listed in Schedule A (the "Sale Price"as applicable to each Maturity of the General Rule Maturities). (B)On or before the Sale Date,the Underwriting Group offered the Maturities listed on Schedule A as the "Hold-the-Offering-Price Maturities"to the Public for purchase at the respective initial offering prices listed in Schedule A (the "Initial Offering Prices" as applicable to each Maturity of the Hold-the-Offering-Price Maturities).A copy of the pricing wire or equivalent communication for the Issue is attached to this Certificate as Schedule B. (C)As set forth in the Purchase Agreement,the members of the Underwriting Group have agreed in writing that,(i)for each Maturity of the Hold-the-Offering- Price Maturities,they would neither offer nor sell any portion of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold-the-offering-price rule"),and (ii)any selling group agreement shall Exhibit C-1 2480 of 2719 contain the agreement of each dealer who is a member of the selling group,and any third-party distribution agreement shall contain the agreement of each broker-dealer who is a party to the third-party distribution agreement,to comply with the hold-the-offering-price rule.Pursuant to such agreement,no Underwriter has offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Issue during the Holding Period. (D)The aggregate of the Sale Prices of the General Rule Maturities and the Initial Offering Prices of the Hold-the-Offering-Price Maturities is SL](the "Issue Price").] [If the issue pric e is determ ined using only the bold-the-offering-price ru le in Regulations § l.l 48-l(t)(2)(ii): (A)The Underwriting Group offered,on or before the Sale Date,each Maturity of the Issue to the Public for purchase at the respective initial offering prices listed on Schedule A (the "Initial Offering Prices").A copy of the pricing wire or equivalent communication for the Issue is attached to this Certificate as Schedule B.The aggregate of the Initial Offering Prices of each Maturity is S[(the "Issue Price"). (B)As set forth in the Purchase Agreement,the members of the Underwriting Group have agreed in writing that,(i)for each Maturity of the Issue,they would neither offer nor sell any portion of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold- the-offering-price rule"),and (ii)any selling group agreement shall contain the agreement of each dealer who is a member of the selling group,and any third-party distribution agreement shall contain the agreement of each broker-dealer who is a party to the third-party distribution agreement,to comply with the hold-the-offering-price rule.Pursuant to such agreement,no Underwriter has offered or sold any Maturity of the Issue at a price that is higher than the respective Initial Offering Price for that Maturity of the Issue during the Holding Period.I [(B)or (C)](2)Definitions.[NOTE:If issue price is determined using only the general rule (actual sales of 10%),delete the definitions of "Purchase Agreement," Holding Period,"and "Sale Date." "Bond Counsel"means Squire Patton Boggs (US)LLP. "Code"means the Internal Revenue Code of 1986,as amended. ["Holding Period"means,for each Hold-the-Offering-Price Maturity of the Issue, the period starting on the Sale Date and ending on the earlier of (i)the close of the fifth business day after the Sale Date ([SALE DATE],2025).or (ii)the date on which the Underwriting Group has sold at least I 0%of such Maturity of the Issue to the Public at a price that is no higher than the Initial Offering Price for such Maturity.] Exhibit C-2 2481 of 2719 "Maturity"means bonds of the Issue with the same credit and payment terms. Bonds of the Issue with different maturity dates,or bonds of the Issue with the same maturity date but different stated interest rates,are treated as separate Maturities. Public"means any person (including an individual,trust,estate,partnership, association,company,or corporation)other than an Underwriter or a related party to an Underwriter.The term "related party"for purposes of this Certificate generally means any two or more persons who have greater than 50 percent common ownership,directly or indirectly. ["Purchase Agreement"means the Bond Purchase Agreement,dated [SALE DATE],2025,by and between the Issuer and the Senior Managing Underwriter,acting on behalf of itself and as representative of the members of the Underwriting Group.) ["Sale Date"means the first day on which there is a binding contract in writing for the sale ofa Maturity of the Issue.The Sale Date of the Issue is [SALE DATE],2025.] "Underwriter"means (i)any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate)to participate in the initial sale of the Issue to the Public,and (ii)any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i)of this paragraph to participate in the initial sale of the Issue to the Public (including a member of a selling group or a party to a third- party distribution agreement participating in the initial sale of the Issue to the Public). All other capitalized terms not defined in this Certificate have the meaning set forth in the Issuer's Tax Compliance Certificate or in Attachment A to it). The signer is an officer of Senior Managing Underwriter and duly authorized to execute and deliver this Certificate for itself and as representative of the Underwriting Group.The representations set forth in this certificate are limited to factual matters only.Nothing in this certificate represents the Senior Managing Underwriter's interpretation of any laws,including specifically Sections 103 and 148 of the Internal Revenue Code of 1986,as amended,and the Treasury Regulations thereunder.The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Compliance Certificate and with respect to compliance with the federal income tax rules affecting the Bonds,and by Bond Counsel in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes,the preparation of Internal Revenue Service Form 8038-G,and other federal income tax advice it may give to the Issuer from time to time relating to the Issue.The representations set forth herein are not necessarily based on personal knowledge and,in certain cases,the undersigned is relying on representations made by the other members of the Underwriting Group. Exhibit C-3 2482 of 2719 Dated:[CLOSING DATE].2025 BOF A SECURITIES,INC..on behalf of itself and TRB CAPITAL MARKETS,LLC d/b/a ESTRADA HINOJOSA,JEFFERIES LLC,PNC CAPITAL MARKETS,LLC and RAYMOND JAMES & AS SOCIA TES,INC. By:_ Douglas W.Draper Director Exhibit C-4 2483 of 2719 SCHEDULE A [MATURITY SCHEDULE] [SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES] -(Attached) Exhibit C-5 2484 of 2719 ACTIVE 7035767996 [SCHEDULE B] PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached) Exhibit C-6 2485 of 2719 AGENDA DRAFT PRELIMINARY OFFICIAL STATEMENT DATED.JUE .2025 NEW ISSUE -Book-Entry Only Ratings:See "RATINGS"herein In the opinion of Squire Patton Boggs (US)LLP.Bond Counsel,under existing law,(i)assuming continuing compliance with certain covenants and the accuracy of certain representations,interest on the Series 2025 Bonds is excluded from gross income for federal income tax purposes and is not an item of ta preference for purposes of the federal alternative minimum tax imposed on individuals,and (ii)the Series 2025 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 2025 Bonds may be subject to certain federal taxes imposed only on certain corporations.For a more complete discussion of the tax aspects relating to the Series 2025 Bonds,see "TAK MATTERS"herein. $-------MIAMI BEACH REDEVELOPMENT AGENCY Tax Increment Revenue Refunding Bonds Series 2025 (City Center/Historic Convention Village) * Dated:Date of Delivery Due:February l,as shown on inside cover pages The Miami Beach Redevelopment Agency Tax Increment Revenue Refunding Bonds,Series 2025 (City Center/Historic Convention Village)(the "Series 2025 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 2025 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 2025 Bonds.Purchasers will not receive certificates representing their ownership interests in the Series 2025 Bonds purchased.See "DESCRIPTION OF THE SERIES 2025 BONDS -Book-Entry Only System"herein.Interest on the Series 2025 Bonds will accrue from their elate of delivery and will be payable on February I.2026 and semiannually on each August l and February 1 thereafter.U.S.Bank Trust Company,National Association.Jacksonville,Florida,will serve as the initial registrar and paying agent (the "Paying Agent")for the Series 2025 Bonds.While the Series 2025 Bonds are registered through the DTC book-entry only system,principal of and interest on the Series 2025 Bonds will be payable by the Paying Agent to DTC. The proceeds of the Series 2025 Bonds will be used,together with certain other legally available moneys of the Agency,to (i)provide for the current refunding of a portion of the Agency 's outstanding Tax Increment Revenue and Revenue Refunding Bonds,Series 2015A (City CenterHistoric Convention Village),currently outstanding in the aggregate principal amount of $256,485,000 (the "Series 2015A Bonds");and (ii)pay costs of issuance of the Series 2025 Bonds and refunding the portion of the Outstanding Series 201 SA Bonds to be refunded I,including the premium for delivery of the municipal bond insurance policy in connection with the issuance of the Series 2025 Bonds].See "PURPOSE OF THE ISSUE"herein. The Series 2025 Bonds arc solely payable from and secured by a pledge of and first lien on the Pledged Funds derived by the Agency from ()Trust Fund Revenues;and (ii)all moneys,securities and 2486 of 2719 instruments held in the funds and accounts created under the Bond Resolution.except the Rebate Fund. on a parity with any portion of the Series 2015A Bonds that remains Outstanding after issuance of the Series 2025 Bonds and any additional Bonds that may be issued in the future under the Original Resolution (as such terms are hereinafter defined).See "SECURITY AND SOURCES OF PAYMENT" herein. The Series 2025 Bonds are subject to optional and mandatory sinking fund redemption prior to maturity as described in this Official Statement.See "DESCRIPTION OF THE SERIES 2025 BONDS - Redemption Provisions"herein. THE SERIES 2025 BONDS SHALL NOT BE AND SHALL NOT CONSTITUTE AN INDEBTEDNESS OF THE AGENCY.THE CITY OF MIAMI BEACH.FLORIDA (THE "CITY"). MIAMI-DADE COUNTY.FLORIDA (THE COUNTY").THE STATE OF FLORIDA ("THE STATE") OR ANY POLITICAL SUBDIVISION THEREOF.WITHIN THE MEANING OF ANY CONSTITUTIONAL,STATUTORY OR CHARTER PROVISIONS OR LIMITATIONS,OR A PLEDGE OF THE FAITH AND CREDIT OF THE AGENCY.THE CITY.THE COUNTY.THE STATE OR ANY POLITICAL SUBDIVISION THEREOF,BUT SHALL BE PAY ABLE SOLELY,AS PROVIDED IN THE BOND RESOLUTION.FROM THE PLEDGED FUNDS.NO HOLDER OR HOLDERS OF ANY SERIES 2025 BONDS SHALL EVER HA VE 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 OR THE CITY. THE COUNTY,THE ST ATE OR ANY POLITICAL SUBDIVISION THEREOF TO PAY THE SERIES 2025 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,AS 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 2025 Bonds to guarantee the scheduled payment of the principal of and interest on the Series 2025 Bonds,or one or more maturities of the Series 2025 Bonds.The Agency will make the determination of whether to purchase a municipal bond insurance policy to insure all or a portion of the Series 2025 Bonds at the time the Series 2025 Bonds are priced.For more information relating to such election, including certain limitations and considerations respecting the purchase of a municipal bond insurance policy,see "MUNICIPAL BOND INSURANCE"and "BOND INSURANCE CONSIDERATIONS"herein. This cover page contains certain information for quick reference only.It is not a summary of this issue.Investors must read the entire Official Statement,including the Appendices,to obtain information essential to the making of an informed investment decision. The Series 2025 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 Ricardo .I.Dopico.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.Certain legal matters will be passed upon for the Underwriters by Greenberg Traurig,P.A.Miami,Florida,as Counsel to the Underwriters. PFM Financial Advisors LLC,Coral Gables,Florida,is serving as Financial Advisor to the Agency in 2487 of 2719 connection with the issuance of the Series 2025 Bonds.I is expected that the Series 2025 Bonds will be available for delivery through DTC in New York,New York on or about July_.2025. BofA Securities Estrada Hinojosa Jefferies LLC PNC Capital Markets LLC Raymond James Dated:June .2025 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 2025 Bonds may not be sold and offers to buy ma 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 an sale of the Series 2025 Bonds in an jurisdiction in which such offer.solicitation or sale would he unlawful prior to registration or qualification under the securities laws of any such jurisdiction. 2488 of 2719 MATURITIES,PRINCIPAL AMOUNTS,INTEREST RATES, PRICES,YIELDS AND INITIAL CUSIP NUMBERSt $Series 2025 Serial Bonds Due (February l) 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 Principal Amount $ Interest Rate % Price Initial Yield CUSIP Number %593237 593237 593237 593237 593237 593237 593237 593237 593237 593237 593237 593237 593237 593237 593237 593237 593237 593237 593237 S Series 2025 Term Bonds S %Series 2025 Term Bond Due February 1.20 Price:/Yield: Initial CU SIP Number:593237 S Series 2025 Term Bond Due February 1,20 Price: Initial CUSIP Number:593237 Preliminary,subject to change. 2489 of 2719 Yield:% t CUSIPR is a registered trademark of the American Bankers Association.CUSIP numbers have been assigned by an independent company not affiliated with the Agency or the Underwriters and are included solely for the convenience of the holders of the Series 2025 Bonds.Neither the Agency nor the Underwriters is responsible for the selection or uses of the CUSIP numbers assigned to the Series 2025 Bonds.and no representation is made as to their correctness on the Series 2025 Bonds or as indicated above.The CUSIP number for a specific maturity is subject to change after issuance of the Series 2025 Bonds as a result of various subsequent actions including,but not limited to,a refunding in whole or in part of the Series 2025 Bonds. 2490 of 2719 MIAMI BEACH REDEVELOPMENT AGENCY CHAIRPERSON Steven Meiner.Esquire VICE CHAIRPERSON David Suarez MEMBERS Tanya K.Bhatt.Member Joseph Magazine,Member Executive Director Eric Carpenter.P.E. ADMINISTRATION Laura Dominguez,Member Kristen Rosen Gonzalez,Member Alex Fernandez,Member Eileen Higgins,Member General Counsel Ricardo J.Dopico.Esquire Chief Financial Officer" Jason D.Greene.CGFO.CFE.CPFIM Assistant Executive Director'- Maria Hernandez CONSULT ANTS Secretary Rafael E.Granado.Esquire Bond Counsel Squire Patton Boggs (US)LLP Miami.Florida Financial Advisor PFM Financial Advisors LLC Coral Gables.Florida Disclosure Counsel Law Offices of Steve E.Bullock.P.A. Miami,Florida Independent Auditors RSM US LLP Miami.Florida (I)The Mayor and each of the members of the City Commission of the City serve as the Chairperson and members of the Agency,respectively,with the City Commissioner appointed as Vice Mayor serving as the Vice Chairperson 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 Eileen Higgins currently serves in such capacity. (2)Serves as an executive officer of the Agency but is not officially designated as such officer. 2491 of 2719 MIAMI BEACH REDEVELOPMENT AGENCY 5 4r+51 lsf ,-,..% ·1,l ±s»,,·,$, 2>+;+ST j;, ,scowx 167+ST u7++tz">~ 151 +S1 5> T i ' LE GEND 0 660 1,320 +et [woea-.c or n - Property layer 2492 of 2719 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 2025 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer.solicitation or sale.The information contained in this Official Statement has been obtained from public documents.records and other sources considered to be reliable and.while not guaranteed as to completeness or accuracy,is believed to be correct.Any statements in this Official Statement involving estimates.assumptions or opinions.whether or not so expressly stated.are intended as such and are not to be construed as representations of fact_and the Underwriters and the Agency expressly make no representation that such estimates,assumptions or opinions will be realized or fulfilled. Any information,estimates.assumptions or matters of opinion contained in this Official Statement are subject to change without notice.and neither the delivery of this Official Statement.nor any sale hereunder.shall,under any circumstances,create any implication that there has been no change in the affairs of the 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 2025 Bonds is made only by means of this entire Official Statement. References to website addresses presented in this Official Statement are for informational purposes only and may be in the form of a hyperlink solely for the reader's convenience.Unless specified otherwise,such websites and the information or links contained therein are not incorporated into,and are not part of.this Official Statement. Certain statements included or incorporated by reference in this Official Statement constitute "forward-looking statements."Such statements generally are identifiable by the terminology used,such as "plan.""expect.""estimate.""project.""forecast,""budget"or other similar words.The achievement of certain results or other expectations contained in such forward-looking statements involve known and unknown risks.uncertainties and other factors that may cause actual results,performance or achievements described to be materially different from any future results,performance or achievements expressed or implied by such forward-looking statements.The 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. TI IE SERIES 2025 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.AS AMENDED.OR ANY ST ATE SECURITIES LAW.NOR HAS THE RESOLUTION BEEN QUALIFIED UNDER Tl IE TRUST INDENTURE ACT OF 1939.AS AMENDED,IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS.TIIE EXEMPTION OF THE SERIES 2025 BONDS 2493 of 2719 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 TIIE TERMS OF THIS OFFERING,INCLUDING THE MERITS AND RISKS INVOL YEO.NEITHER Tl IE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL.STATE OR GOVERNMENTAL ENTITY OR AGENCY WILL HA VE PASSED UPON THE ACCURACY OR ADEQUACY OF TH1S OFFICIAL STATEMENT OR APPROVED OR RECOMMENDED THE SERIES 2025 BONDS FOR SALE.ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. THE UNDERWRITERS MAY OFFER AND SELL TIIE SERIES 2025 BONDS TO CERTAIN DEALERS AND OTHERS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED ON THE INSIDE COVER PAGES 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 TIIE SERIES 2025 BONDS. THIS OFFICIAL STATEMENT IS BEING PROVIDED TO PROSPECTIVE PURCHASERS EITHER IN BOUND PRINTED FORM (CORIGINAL 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 I5C2-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934,AS AMENDED,EXCEPT FOR CERTAIN INFORMATION PERMITTED TO BE OMITTED PURSUANT TO RULE I5c2-12b)1). II 2494 of 2719 TABLE OF CONTENTS INTRODUCTION . PURPOSE OF THE ISSUE _ General . Plan of Refunding . ESTIMATED SOURCES AND USES OF FUNDS . THE SERIES 2025 BONDS........................................................... General . I 3 3 3 4 4 4 Redemption Provisions.............................................................5 Book-Entry Only System ...........................................................7 Discontinuance of Book-Entry Only System............................................9 SECURITY AND SOURCES OF PAYMENT 10 Pledged Funds....................................................................I 0 Flow of Funds....................................................................13 Debt Service Reserve Account .......................................................I 5 Additional Bonds _................................................................18 Other Obligations Secured by Pledged Funds ...........................................19 Limited Obligations .........................................................19 Modifications or Supplements to Bond Resolution.......................................19 MUNICIPAL BOND INSURANCE....................................................20 BOND fNSURANCE CONSIDERATIONS 20 DEBT SERVICE SCHEDULE.........................................................22 THE AGENCY _........................................................22 Creation of the Agency.............................................................22 Creation of the Redevelopment Area ..................................................23 Powers 24 Personne I._..........................................2 5 RDA lnterlocal Agreement ..........................................................27 TRUST FUND REVENUES ..........................................................31 Historical Trust Fund Revenues 31 Historical Debt Service Coverage.....................................................39 Projected Trust Fund Revenues ___40 Projected Debt Service Coverage .....................................................42 INVESTMENT CONSIDERATIONS...................................................43 General 43 Infectious Disease Outbreak 43 Climate Change 44 Cybersecurity....................................................................47 RISK FACTORS 49 General 49 Limited Obligation of Agency 49 Tax Increment Financing 50 Future Developments........................................................51 PENSION AND OTHER POST EMPLOYMENT BENEFITS 52 Defined Benefit Plans..............................................................52 Other Post Employment Benefits .....................................................53 LEGAL MATTERS .........................................................54 111 2495 of 2719 LITIGATION ............................................................55 ENFORCEABILITY OF REMEDIES _55 55TAXMATTERS............ General _ Risk of Future Legislative Changes and/or Court Decisions . Original Issue Discount and Original Issue Premium . CONTINUING DISCLOSURE 58 FINANCIAL ST A TEMENTS __.........59 RATINGS _59 60 __55 57 57 FINANCIAL ADVISOR . UNDERWRITING 60 VERIFICATION OF MATHEMATICAL COMPUTATIONS 61 CONTINGENT FEES 61 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS 62 AUTHORIZATION CONCERNING OFFICIAL STATEMENT 62 CONCLUDING STATEMENT 62 APPENDICES APPENDIX A APPENDIX B APPENDIX C APPENDIX D APPENDIX E APPENDIX F -General Information and Economic Data Regarding the City of Miami Beach.Florida and Miami-Dade County,Florida A-I -Financial Report of the Miami Beach Redevelopment Agency (A Component Unit of the City of Miami Beach,Florida) for the Fiscal Y car Ended September 30,2024...........................B-I -The Bond Resolution ...............................................C-1 -Proposed Form of Opinion of Bond Counsel._...........D-1 -Proposed Form of Opinion of Disclosure Counsel ........................E-1 -Form of Disclosure Dissemination Agent Agreement......................F-I IV 2496 of 2719 OFFICIAL STATEMENT relating to $* MIAMI BEACH REDEVELOPMENT AGENCY Tax Increment Revenue Refunding Bonds Series 2025 (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 S in aggregate principal amount of Tax Increment Revenue Refunding Bonds,Series 2025 (City Center Historic Convention Village)(the "Series 2025 Bonds").The Series 2025 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.619-2015 adopted by the Chairperson and members of the Agency (collectively,the "Commission")on October 14,2015 (the "Original Resolution"),as supplemented by Resolution No.-2025 adopted by the Commission on ,2025 (the "Series 2025 Resolution"and.together with the Original Resolution.the "Bond Resolution").See "APPENDIX C- The Bond Resolution." Issuance of the Series 2025 Bonds has been approved by the Mayor and City Commission of the City of Miami Beach.Florida (collectively.the "City Commission")by Resolution No.2025- adopted by the City Commission on.2025.Issuance of the Series 2025 Bonds was further approved by the Agency pursuant to Resolution No.702-2024 adopted by the Commission on November I4,2024.by the City of Miami Beach,Florida (the "City ")pursuant to Resolution No.2024-33354 adopted by the City Commission on November 14,2024 and by Miami-Dade County,Florida (the "County")pursuant to Resolution No.R-1002-24 adopted by the Board of County Commissioners of the County on November 6,2024,each authorizing the execution and delivery of the Sixth Amendment to the Interlocal Cooperation Agreement dated December 18,2024 (the "Sixth Amendment)among the Agency. the City and the County.See "THE AGENCY -RDA Interlocal Agreement"herein. The Series 2025 Bonds will be issued in book-entry only form and purchasers of the Series 2025 Bonds will not receive certificates representing their ownership interests in the Series 2025 Bonds purchased.The Series 2025 Bonds will contain such other terms and provisions,including provisions regarding redemption,as described in "DESCRIPTION OF THE SERIES 2025 BONDS"herein. To finance and refinance projects in the Redevelopment Arca in accordance with the Redevelopment Plan (as such terms are hereinafter defined).the Agency has heretofore issued multiple series of bonds.From such issuances,the only bonds remaining outstanding are the $286,245,000 original aggregate principal amount of Miami Beach Redevelopment Agency Tax Increment Revenue and Revenue Preliminary.subject to change. 2497 of 2719 Refunding Bonds.Series 2015A (City Center Historic Convention Village)(the "Series 2015A Bonds "). The Series 20 I SA Bonds are currently Outstanding in the aggregate principal amount of S256,485,000. Proceeds of the Series 2025 Bonds will be used,together with certain other legally available moneys of the Agency,to (i)refund all of the Outstanding Series 20154 Bonds,except for $5.000 in principal amount of the mandatory sinking fund payment due February 1,2044 on the Series 2015A Bonds maturing on February I,2044 (such portion of the Series 20154 Bonds to be refunded is hereinafter referred to as the "Refunded Bonds");and (ii)pay costs of issuance of the Series 2025 Bonds and refunding the Refunded Bonds I,including the premium for delivery of the Bond Insurance Policy (hereinafter defined)].See "PURPOSE OF THE ISSUE"herein. The Series 2025 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,on a parity with the $5,000 in principal amount of the mandatory sinking fund payment due February 1,2044 on the Series 2015A Bonds maturing on February I.2044 that will remain Outstanding upon issuance of the Series 2025 Bonds (such portion of the Series 2015A Bonds is hereinafter referred to as the "Unrefunded Series 2015A Bonds")and any additional Bonds hereafter issued.Additional Bonds may be issued,on a parity with the Series 2025 Bonds and the Unrefunded Series 201 SA Bonds,upon satisfaction of the conditions described in the Original Resolution.See "SECURITY AND SOURCES OF PAYMENT -Additional Bonds"herein.The Series 2025 Bonds,the Unrefunded Series 2015A4 Bonds,and any additional Bonds hereafter issued are collectively referred to herein as the "Bonds." The Series 2025 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 Obligations"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 2025 Bonds to guarantee the scheduled payment of the principal of and interest on the Series 2025 Bonds,or one or more maturities of the Series 2025 Bonds.The Agency will make the determination of whether to purchase the Bond Insurance Policy to insure all or a portion of the Series 2025 Bonds at the time the Series 2025 Bonds are priced.For more information relating to such election,including certain limitations and considerations respecting the purchase of the Bond Insurance Policy,see "MUNICIPAL BOND INSURANCE"and "BOND INSURANCE CONSIDERATIONS"herein. This introduction is intended to serve as a brief description of this Official Statement and is expressly qualified by reference to this Official Statement as a whole.A full review should be made of this entire Official Statement,as well as the documents and reports summarized or described herein.The description of the Series 2025 Bonds.the documents authorizing and securing the same,including,without limitation.the Bond Resolution,and the infonnation from various reports contained herein are not comprehensive or definitive.All references herein to such documents and reports are qualified by the 2 2498 of 2719 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 Chief Financial Officer,1700 Convention Center Drive,Miami Beach.Florida 33139.Telephone number:(305)673-7466,Facsimile number:(305)673- 7795.Email address:www.miamibeachfl_gov__finance. -Capitalized terms used but not defined in this Official Statement shall have the meanings ascribed to such terms in the Bond Resolution.See "APPENDIX C -The Bond Resolution." PURPOSE OF THE ISSUE General The proceeds of the Series 2025 Bonds will be used,together with certain other legally available moneys of the Agency,to (i)provide for the current refunding of the Refunded Bonds (see "PURPOSE OF THE ISSUE -Plan of Refunding"herein):and (ii)pay costs of issuance of the Series 2025 Bonds and refunding the Refunded Bonds [,including the premium for delivery of the Bond Insurance Policy!(sec ESTIMATED SOURCES AND USES OF FUNDS"herein). Plan of Refunding The Agency will call all of the Refunded Bonds for redemption at a redemption price equal to one hundred percent (100%)of the outstanding principal amount of the Refunded Bonds,without premium. To effect the current refunding of the Refunded Bonds,the Agency will enter into an Escrow Deposit Agreement on or prior to the delivery of the Series 2025 Bonds (the "Escrow Deposit Agreement")with U.S.Bank Trust Company.National Association,Jacksonville.Florida (the "Escrow Agent").Pursuant to the tcnns of the Escrow Deposit Agreement,the Agency will deposit a portion of the proceeds of the Series 2025 Bonds.together with certain other legally available moneys of the Agency,into an escrow deposit trust fund to be maintained by the Escrow Agent (the "Escrow Deposit Trust Fund").A portion of such proceeds and other legally available moneys will be applied on the date of delivery of the Series 2025 Bonds to the purchase of Government Obligations (as defined in the Escrow Deposit 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 Escrow Deposit Trust Fund,will be sufficient to pay the principal of and interest due on the Refunded Bonds to and including.2025,on which date the Refunded Bonds will be redeemed. Subsequent to the deposit of moneys into the Escrow Deposit Trust Fund and the investment of such moneys as described in the preceding paragraph,all of the Refunded Bonds,in the opinion of Bond Counsel,rendered in reliance upon schedules verified as ro accuracy by _ (the "Verification Agent)will no longer be deemed to be Outstanding under the provisions of the Original Resolution.Sec "VERIFICATION OF MATHEMATICAL COMPUTATIONS"herein. The maturing principal of and interest on the Government Obligations and cash held uninvested in the Escrow Deposit Trust Fund will not be available to pay principal of and interest on the Unrefunded Series 20 I SA Bonds or on the Series 2025 Bonds. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 3 2499 of 2719 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 2025 Bonds: Sources of Funds Par Amount of Series 2025 Bonds Net Original Issue Premium/Discount Other Legally Available Moneys!' Total Estimated Sources of Funds Uses of Funds Deposit to Escrow Deposit Trust Fund' Deposit to Series 2025 Cost of Issuance Account' Underwriters'Discount Total Estimated Uses of Funds = s (l)Constitutes amount held under the Original Resolution to pay principal of and interest due on the Refunded Bonds. (2)See "PURPOSE OF THE ISSUE -Plan of Refunding"herein. (3)To pay certain costs of issuance of the Series 2025 Bonds.including,without limitation.printing costs.bond counsel fees,disclosure counsel fees,fees of the financial advisor and of the rating agencies [and any premium paid to the Bond Insurer for issuance of the Bond Insurance Policy.] DESCRIPTION OF THE SERIES 2025 BONDS G eneral The Series 2025 Bonds will be dated the date of their delivery,will be issued in denominations of SS,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 2025 Bonds is payable on February I.2026 and semiannually thereafter on each August I and February I 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 Trust Company.National Association, Jacksonville,Florida,as the paying agent for the Series 2025 Bonds (the "Paying Agent")and as the registrar for the Series 2025 Bonds (the "Registrar"). In any case where the maturity date of,or the date for the payment of the principal of or interest on the Series 2025 Bonds.or the date fixed for redemption of any Series 2025 Bonds shall be a Saturday. Sunday or a day on which any Paying Agent is required,or authorized or not prohibited.by law (including executive orders)to close and is closed,then payment of such interest or principal need not be paid by the Paying Agent on such date but may be paid on the next succeeding business day on which the Paying Agent is open for business with the same force and effect as if paid on the date of maturity or date fixed for redemption.and no interest shall accrue for the period after such date of maturity or date fixed for redemption. 4 2500 of 2719 The Series 2025 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 2025 Bonds will be made in book-entry only form,without certificates.Unless a securities depository other than OTC is selected by the Agency,so long as the Series 2025 Bonds shall be in book-entry only form.the principal of and interest on the Series 2025 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 2025 BONDS -Book-Entry Only System"herein. Redemption Provisions Optional Redemption The Series 2025 Bonds maturing on or before February 1.20 are not subject to redemption prior to maturity.The Series 2025 Bonds maturing on or after February I,20_are subject to redemption prior to maturity,at the option of the Agency,on or after February 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 2025 Bonds to be redeemed.together with accrued interest to the date fixed for redemption. Mandatory Sinking Fund Redemption The Series 2025 Bonds maturing on February 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.on February I of each year in the following amounts and in the years specified: Final maturity. Due (February_l) k Amortization Requirement $ The Series 2025 Bonds maturing on February 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,on February I of each year in the following amounts and in the years specified: Final maturity. Due (February l ) k 5 2501 of 2719 Amortization Requirement $ Moneys in the Bond Redemption Account shall be used solely for the purchase or redemption of the Term Bonds payable therefrom at such times as the same are subject to mandatory redemption or payment.However,the Agency may at any time use money held in the Bond Redemption Account for the payment of Amortization Requirements to purchase any Series 2025 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 2025 Bonds or portions of the Series 2025 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 2025 Bond,or any defect therein,shall not affect the validity of the proceedings for redemption of any Series 2025 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 2025 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 2025 Bonds then Outstanding shall be called for redemption.the distinctive numbers and letters, including CUSIP numbers,if any.of such Series 2025 Bonds to be redeemed and.in the case of Series 2025 Bonds to be redeemed in part only,the portion of the principal amount thereof to be redeemed.If any Series 2025 Bond is to be redeemed in part only,the notice of redemption which relates to such Series 2025 Bond shall also state that on or after the redemption date,upon surrender of such Series 2025 Bond. a new Series 2025 Bond or Series 2025 Bonds in a principal amount equal to the unredeemed portion of such Series 2025 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 2025 Bond called for redemption receives such notice. Conditional _Notice of Redemption.In the case of an optional redemption of Series 2025 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 Series 2025 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. 6 2502 of 2719 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 rescinded.the Series 2025 Bonds or portions of Series 2025 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 2025 Bonds or portions of Series 2025 Bonds on such date.together with interest accrued to the redemption date.On the date so designated for redemption.moneys for payment of the redemption price being held in separate accounts by the Paying Agent in trust for the registered owners of the Series 2025 Bonds or portions thereof to be redeemed.all as provided in the Bond Resolution,interest on the Series 2025 Bonds or portions of Series 2025 Bonds so called for redemption shall cease to accrue.such Series 2025 Bonds and portions of Series 2025 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 2025 Bonds or portions of Series 2025 Bonds shall have no right in respect thereof except to receive payment of the redemption price thereof and to receive Series 2025 Bonds for any unredeemed portions of the Series 2025 Bonds.together with interest accrued to the redemption date. Book-Entry-Only System The following description of the procedures and record keeping with respect to beneficial ownership interests in the Series 2025 Bonds,payment of the principal of and interest on the Series 2025 Bonds to DTC Participants or Beneficial Owners (as such terms are hereinafter defined)of the Series 2025 Bonds,confirmation and transfer of beneficial ownership interests in the Series 2025 Bonds and other related transactions by and between DTC.the DTC Participants and the Beneficial Owners of the Series 2025 Bonds is based solely on information furnished by DTC on its website for inclusion in this Official Statement.Accordingly,neither the Agency nor the Underwriters can make any representation concerning these matters or take any responsibility for the accuracy or completeness of such information. DTC will act as securities depository for the Series 2025 Bonds.The Series 2025 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 OTC.One fully-registered Series 2025 Bond certificate will be issued for each maturity of the Series 2025 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 OTC. DTC.the world 's largest securities depository.is a limited-purpose trust company organized under the New York Banking Law,a "banking organization"within the meaning of the New York Banking Law. a member of the Federal Reserve System,a "clearing corporation"within the meaning of the New York Uniform Commercial Code,and a "clearing agency"registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934.OTC 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 (IO0)countries that its participants ("Direct Participants")deposit with OTC.OTC 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.OTC 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 7 2503 of 2719 registered clearing agencies.DTCC is owned by the users of its regulated subsidiaries.Access to the DTC system is also available to others such as both U.S.and non-U.S.securities brokers and dealers, banks.trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant,either directly or indirectly "Indirect Participants"and.together with Direct Participants,"DTC Participants ").DTC has a S&P Global Ratings,a division of Standard &Poor's Financial Services LLC,rating of AA.The DTC rules applicable to the DTC Participants are on file with the Securities and Exchange Commission.More information about DTC can be found at www.dtce.com. Purchases of Series 2025 Bonds under the DTC system must be made by or through Direct Participants.which will receive a credit for the Series 2025 Bonds on DTC's records.The ownership interest of each actual purchaser of each Series 2025 Bond ("Beneficial Owner)is in turn to be recorded on the DTC Participants'records.Beneficial Owners will not receive written confirmation from DTC of their purchase but Beneficial Owners are expected to receive written confirmations providing details of the transaction,as well as periodic statements of their holdings,from the DTC Participant through which the Beneficial Owner entered into the transaction.Transfers of ownership interests in the Series 2025 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 2025 Bonds,except in the event that use of the book-entry system for the Series 2025 Bonds is discontinued. To facilitate subsequent transfers,all Series 2025 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 2025 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 2025 Bonds.DTC has no knowledge of the actual Beneficial Owners of the Series 2025 Bonds;DTCs records reflect only the identity of the Direct Participants to whose accounts such Series 2025 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 OTC 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 2025 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2025 Bonds,such as redemptions,defaults and proposed amendments to the documents securing the Series 2025 Bonds.For example,Beneficial Owners of the Series 2025 Bonds may wish to ascertain that the nominee holding the Series 2025 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 shat I be sent by the Registrar to DTC.If less than all of the Series 2025 Bonds within an issue are being redeemed.DTCs 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 2025 Bonds unless authorized by a Direct Participant in accordance with DTCs 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 8 2504 of 2719 to whose accounts the Series 2025 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the Series 2025 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 OTC,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 OTC)is the responsibility of the Agency or the Paying Agent,disbursement of such payments to Direct Participants shall be the responsibility of OTC,and disbursement of such payments to the Beneficial Owners shall be the responsibility of OTC 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 OTC. SO LONG AS CEDE &CO.,AS NOMINEE FOR DTC,IS THE SOLE REGISTERED OWNER OF THE SERIES 2025 BONDS,THE AGENCY.THE REGISTRAR AND THE PAYING AGENT SHALL TREAT CEDE &CO.AS THE ONLY OWNER OF THE SERIES 2025 BONDS FOR ALL PURPOSES UNDER THE BOND RESOLUTION,INCLUDING RECEIPT OF ALL PRINCIPAL OF AND INTEREST ON THE SERIES 2025 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 AD 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 2025 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 2025 BONDS. Discontinuance of Book-Entry Only System In the event the Agency determines that it is in the best interest of the Beneficial Owners to obtain Series 2025 Bond certificates.the Agency may notify OTC and the Registrar.whereupon OTC will notify the OTC Participants.of the availability through OTC of Series 2025 Bond certificates.In such event. the Agency shall prepare and execute.and the Registrar shall authenticate.transfer and exchange.Series 2025 Bond certificates as requested by OTC in appropriate amounts and within the guidelines set forth in the Bond Resolution.DTC may also determine to discontinue providing its services with respect to the Series 2025 Bonds at any time by giving written notice to the Agency and the Registrar and discharging 9 2505 of 2719 its responsibilities with respect thereto under applicable law.Under such circumstances (if there is no successor securities depository).the Agency and the Registrar shall be obligated to deliver Series 2025 Bond certi fie ates as described herein. In the event Series 2025 Bond certificates are issued,the provisions of the Bond Resolution shall apply to,among other things.the transfer and exchange of such certificates and the method of payment of principal or and interest on such certificates.Whenever DTC requests the Agency and the Registrar to do so.the Agency will direct the Registrar to cooperate with DTC in taking appropriate action after reasonable notice (i)to make available one or more separate certificates evidencing the Series 2025 Bonds to any DTC Participant having Series 2025 Bonds credited to its DTC account;or (ii)to arrange for another securities depository to maintain custody of certificates evidencing the Series 2025 Bonds. SECURITY AND SOURCES OF PAYMENT Pledged Funds General The payment of the principal of,redemption premium.if any.and interest on all Bonds are secured equally and ratably by a first lien on and pledge of the Pledged Funds.which consist of (i)the 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 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 date of issuance of the Series 2025 Bonds."taxing authority"shall mean the City and the County.See "THE AGENCY"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 the Redevelopment Area"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 Io 2506 of 2719 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 I 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 docs not pay the increment to the Trust Fund by January I 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 (I%)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 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 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. To facilitate implementation of the Redevelopment Plan,the City and the County entered into the RDA Intcrlocal Agreement (as hereinafter defined)on November I6.1993.The RDA lnterlocal Agreement has been amended since its original execution.including.by the Third Amendment (as hereinafter defined)that.among other things.authorized issuance of the Series 20 I SA Bonds.and most recently.by the Sixth Amendment that.among other things.authorized issuance of the Series 2025 Bonds and execution of a Grant Agreement to authorize the Agency's contribution of Trust Fund Revenues to finance the costs of certain improvements associated with the construction of a Miami Beach Convention Center headquarters hotel (the "Convention Center Hotel")for the Miami Beach Convention Center (the "Convention Center").For a more detailed description of the Redevelopment Plan and the RDA Interlocal Agreement,see "THE AGENCY -Creation of the Redevelopment Area"and "-RDA Interlocal Agreement"herein. 11 2507 of 2719 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. 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.Pursuant to the Third Amendment to the RDA Interlocal Agreement and concurrently with the issuance of the Series 20 I SA Bonds and the Miami Beach Redevelopment Agency Tax Increment Revenue and Revenue Refunding Bonds.Taxable Series 2015B (City Center/Historic Convention Village)issued concurrently with the Series 2015A Bonds (such Series 2015B Bonds.together with the Series 20 I SA Bonds,are hereinafter referred to as the "Series 2015 Bonds").The Children's Trust,which is a taxing authority in the Redevelopment Area,was released from the requirement to deposit tax increment into the Trust Fund. As a result.The Children's Trust constitutes a taxing authority that is exempt pursuant to Section 163.387(2)d)of the Act. Each of the other provisions under the various amendments to the RDA lnterlocal Agreement which have an impact on Trust Fund Revenues is an obligation that is 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. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 12 2508 of 2719 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 the Redevelopment Area"herein.The Original 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 Original Resolution also created the "Miami Beach Redevelopment Agency Rebate Fund (City Center/Historic Convention Village)"(the "Rebate Fund").The Rebate Fund is required to be maintained by the Agency separate and apart from all other funds and accounts of the Agency.The Rebate Fund will not be subject to the lien of the Original 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 Original 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 unappl ied 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 held solely for the purposes provided in the Bond Resolution and (except for the Rebate Fund)for the benefit or Bondholders. Deposit and Use of Trust Fund Revenues As soon as Trust Fund Revenues are received by the Agency.they are required to be deposited into the Trust Fund.In each Fiscal Year,all Trust Fund Revenues deposited in the Trust Fund during such Fiscal Year shall be disposed or by the Agency only in the following manner: (l)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 13 2509 of 2719 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 shal 1,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;provided.however.that no payments shall be required to be made into the Debt Service Reserve Account whenever and as long as the amount deposited therein (including any Reserve Account Insurance Policy or Reserve Account Letter of Credit)shall be equal to the Reserve Account Requirement for the Bonds Outstanding. (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. 14 2510 of 2719 (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 ()unless all payments required in paragraphs (I)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 (I)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.1n 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 General The Original 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 Original 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 substitution 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 Original Resolution and available for such purpose. 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 15 2511 of 2719 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 Pol icy 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 tenns and provisions of the reimbursement or other agreement governing such facility. Reserve Policy Upon issuance of the Series 2025 Bonds.the Maximum Annual Debt Service for all Outstanding Bonds (constituting the Series 2025 Bonds and the Unrefunded Series 2015A Bonds (collectively,the "Outstanding Bonds")is S which shall constitute the Reserve Account Requirement for the Outstanding Bonds.In connection with the issuance of the Series 2015 Bonds.Assured Guaranty Municipal Corp..now known as Assured Guaranty Inc.("Assured Guaranty"),delivered a municipal bond debt service reserve insurance policy (the "Reserve Policy")in the amount of S21729.597.00.which was the Maximum Annual Debt Service for the Series 2015 Bonds at the time of their issuance and deli very. The Reserve Policy is being held by the Paying Agent in the Debt Service Reserve Account in accordance with the Original Resolution as an alternative to the Agency depositing cash to satisfy the Reserve Account Requirement.The premium for issuance of the Reserve Policy was paid in full by the Agency at the time of issuance and delivery of the Series 2015 Bonds. The available amount of the Reserve Policy at any particular time is the original amount described in the immediately preceding paragraph (as such amount is reduced due to reductions in the Reserve Account Requirement).less the amount of any payments made by Assured Guaranty under the Reserve Policy which have not been reimbursed by the Agency.The Reserve Account Requirement for the Outstanding Bonds,as described in the immediately preceding paragraph,is less than the Reserve Account Requirement when the Series 2015 Bonds were issued.Upon issuance of the Series 2025 Bonds.the 16 2512 of 2719 amount available under the Reserve Policy will be S constituting the Reserve Account Requirement for the Outstanding Bonds. The Reserve Policy provides that upon notice from the Paying Agent to Assured Guaranty. acceptable to Assured Guaranty,to the effect that insufficient amounts are on deposit in the Debt Service Reserve Account to pay the principal of (at maturity or pursuant to mandatory redemption requirements) and interest on the Bonds,Assured Guaranty will make payment to the Paying Agent on the later of the Business Day on which the principal of and interest becomes Due for Payment or the Business Day next following the Business Day on which Assured Guaranty shall have received Notice of Nonpayment (as such terms are defined in the Reserve Policy).A Notice of Nonpayment will be deemed received on a given Business Day if it is received prior to I :00 p.m.(New York time)on such Business Day;otherwise, it will be deemed received on the next Business Day.If any Notice of Nonpayment received by Assured Guaranty is incomplete,it shall be deemed not to have been received by Assured Guaranty for purposes of the preceding sentence and Assured Guaranty shall promptly so advise the Paying Agent.who may submit an amended Notice of Nonpayment. In connection with the delivery by Assured Guaranty of the Reserve Policy,the Agency and Assured Guaranty entered into an agreement on the date of delivery of the Series 2015 Bonds (the "Insurance Agreement").Among other things.the Insurance Agreement provides that.upon payment under the Reserve Policy,Assured Guaranty shall become entitled to reimbursement of the amount so paid (together with interest and expenses).However,such reimbursement shall be made solely from the Pledged Funds in accordance with the provisions of the Original Resolution and only after all required deposits to the Interest Account.the Principal Account and the Bond Redemption Account in the Sinking Fund have been made. Repayment of draws under the Reserve Policy and payment of interest and expenses accrued thereon.as described in the Insurance Agreement.shall be made by the Agency monthly,commencing in the first month following a draw under the Reserve Policy.Each such monthly payment shall be in an amount at least equal to one-twelfth (l /12th)of the aggregate amount due to Assured Guaranty related to a draw under the Reserve Policy.Amounts in respect of repayments made to Assured Guaranty pursuant to the Insurance Agreement shal I be credited first to interest due.then to the expenses due and then to the principal due. The Reserve Policy became effective on the date of delivery of the Series 2015 Bonds.The Reserve Policy shall remain in effect until the earlier of (i)February 1,2044 or (ii)the date the Series 20154 Bonds are no longer Outstanding under the Original Resolution. A copy of the Reserve Policy may be obtained from the Paving Agent,upon request.For information concerning Assured Guaranty,including its financial strength and credit ratings,see the website of4ssured Guaranty at http/w.assure.guaranty.com or request such information directly from Assured Guaranty at Assured Guaranty Inc.:1633 Broadway,New York,New York 100I9,Attention. Communications Department (telephone (212)974-0100)Except for the information concerning Assured Guaranty,the Reserve Policy and the Insurance Agreement provided above,no information available on or through Assured Guaranty's website shall be deemed to be part of or incorporated in this Official Statement. 17 2513 of 2719 Additional Bonds Pursuant to the Original Resolution.no additional Bonds payable out of the Pledged Funds, including,without limitation,Trust Fund Revenues,on a parity with the Outstanding Bonds.shall be issued unless certain conditions set forth in the Original Resolution arc met,including: (i)The Agency must be current in all deposits and payments required under the Original 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;and (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 (l 50%)of the Maximum Annual Debt Service on (a)the Bonds originally issued pursuant to the Original 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 Original 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 (I)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 Original 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 Original Resolution.Such Bonds shal I be deemed to have been issued pursuant to the Original Resolution the same as the Bonds originally authorized and issued pursuant to the Original Resolution and all of the covenants and other provisions of the Original Resolution (except as to details of such Bonds evidencing such additional parity obligations inconsistent therewith)shal I be for the equal benefit.protection and security of the Holders of any Bonds originally authorized and issued pursuant to the Original Resolution and the Holders of any Bonds evidencing additional obligations subsequently issued within the limitations of and in compliance with the provisions herein describing the issuance of additional parity Bonds.All of such Bonds.regardless of the time or times of their issuance.shall rank equally with respect to their lien on the Pledged Funds and their sources and security for payment therefrom,without preference of any Bonds over any other Bonds. The term "additional parity Bonds"shall not be deemed to include bonds,notes.certificates or other obligations subsequently issued in accordance with the Original Resolution,the lien of which on the Pledged Funds is subject to the prior and superior lien on the Pledged Funds of the Bonds.Also.see THE AGENCY -RDA Interlocal Agreement"for a description of certain additional restrictions relating to the issuance of additional parity Bonds. 18 2514 of 2719 Other Obligations Secured by Pledged Funds Except upon the conditions and in the manner provided in the Original 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 the Agency may 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 and obligations to issuers of Credit Facilities.as described in this section,shall provide that such obligations are junior,inferior and subordinate in all respects to the Bonds as to lien on and source and security for payment from the Pledged Funds and in all other respects. However,nothing in the Original Resolution shall be deemed to prohibit the Agency from entering into currency swaps or other arrangements for hedging interest rates on any indebtedness. Pursuant to the provisions of the Sixth Amendment,the Agency has agreed to make certain payments to secure the issuance of bonds to finance certain costs related to the construction of the Convention Center Hotel.See "THE AGENCY RDA Interlocal Agreement-General -Sixth Amendment"herein.The Agency's agreement to make such payments constitutes an obligation that is junior,inferior and subordinate in all respects to the Bonds as to lien on and source and security for payment from the Pledged Funds. Limited Obligations The Series 2025 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 2025 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 2025 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 2025 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 "APPENDLX C -The Bond Resolution." Modifications or Supplements to Bond Resolution No adverse material modification or amendment may be made to the Bond Resolution,or any resolution supplementing or amending 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 al I 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 19 2515 of 2719 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 modi ft cations 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 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 of the Credit Facility for such Series of Bonds shall constitute the consent of the Ilolders 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 60l(a)through (h)of the Original Resolution.See "APPENDIX C -The Bond Resolution." MUNICIPAL BOND INSURANCE The Agency may elect to purchase the Bond Insurance Policy.If purchased.the Bond Insurance Policy shall be delivered by the Bond Insurer concurrently with the delivery of the Series 2025 Bonds and shall guarantee timely payment of the principal of and interest on the Series 2025 Bonds,or one or more maturities of the Series 2025 Bonds.The decision of whether to purchase the Bond Insurance Policy shall be made at the time of pricing of the Series 2025 Bonds,based on market conditions existing at such time. If the Bond Insurance Policy is purchased.additional information relating to the Bond Insurance Policy and the Bond Insurer will be provided in the Official Statement. BOND INSURANCE CONSIDERATIONS Assuming the Bond Insurance Policy is purchased.the following information describes certain risk factors relating to the Series 2025 Bonds insured by the Bond Insurance Policy (the "Insured Series 2025 Bonds").For a description of other risk factors to be considered in connection with a purchase of the Series 2025 Bonds.see "RISK FACTORS"herein. In the event of default of the payment of the principal of or interest on the Insured Series 2025 Bonds when all or any portion becomes due.any owner of the Insured Series 2025 Bonds shall have a claim under the Bond Insurance Policy for such payment.However.in the event of any acceleration of the due date of such principal by reason of any redemption described in this Official Statement.other than any advancement of maturity pursuant to a mandatory sinking fund payment,the Insured Series 2025 Bonds shall be paid in such amounts and at such times as such payments would have been due had there not been any such acceleration.The payment of principal and interest in connection with a mandatory or optional prepayment of the Insured Series 2025 Bonds by the Agency which is recovered by the Agency from the Owner of such Insured Series 2025 Bonds as a voidable preference under applicable bankruptcy law is expected to be covered by the Bond Insurance Policy.However,such payments will be made by 20 2516 of 2719 the Bond Insurer at such time and in such amounts as would have been due absent such prepayment by the Agency,unless the Bond Insurer chooses to pay such amounts on an earlier date. In the event the Bond Insurer becomes obligated to make payments with respect to the Insured Series 2025 Bonds.no assurance is given that such event will not adversely affect the market price of any of the Series 2025 Bonds or the marketability (liquidity)of any of the Series 2025 Bonds.So long as the Bond Insurer shall not be in default in the payment obligations under the Bond Insurance Policy,the Bond Insurer shall be deemed to be the Holder of all Insured Series 2025 Bonds for the purposes of determining remedies under the Bond Resolution. The obligations of the Bond Insurer are general obligations of the Bond Insurer.In an event of default by the Bond Insurer,the remedies available may be limited by applicable bankruptcy law or other similar laws related to insolvency.In the event the Bond Insurer is unable to make payment of principal and interest as such payments become due under the Bond Insurance Policy.the Insured Series 2025 Bonds are payable solely from the Pledged Funds,in the manner and to the extent provided in the Bond Resolution. The ratings on the Insured Series 2025 Bonds that result from the issuance of the Bond Insurance Policy arc dependent in part on the financial strength of the Bond Insurer and its claims paying ability. The Bond Insurer's financial strength and claims paying ability are predicated upon a number of factors which could change over time.No assurance is given that the long-term ratings of the Bond Insurer and of the ratings on the Insured Series 2025 Bonds will not be subject to downgrade.Any such downgrade could adversely affect the market price of the Insured Series 2025 Bonds or the marketability (liquidity) of the Insured Series 2025 Bonds.See "RATINGS"herein. Neither the Agency nor the Underwriters have made an independent investigation into the claims paying ability of the Bond insurer and no assurance or representation regarding the financial strength or projected financial strength of the Bond Insurer is given.Thus,when making an investment decision, potential investors should carefully consider the ability of the Agency to pay principal of and interest on the Insured Series 2025 Bonds and the claims paying ability of the Bond Insurer.particularly over the life of the investment.See "MUNICIPAL BOND INSURANCE"herein for further information provided by the Bond Insurer and the Bond Insurance Policy,which includes further instructions for obtaining current financial information concerning the Bond Insurer. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 21 2517 of 2719 DEBT SERVICE SCHEDULE The following table sets forth the Debt Service Requirement for each Fiscal Year for the Outstanding Bonds. Fiscal Year Total Ending Series 2025 Bonds Unrefunded Series 20154 Bonds Outstanding September 30 Principal Interest Total Principal Interest Total Bonds 2025 s $s s 0.00 s 250.00 S 250.00 s 2026 0.00 250.00 250.00 2027 0.00 250.00 250.00 2028 0.00 250.00 250.00 2029 0.00 250.00 250.00 2030 0.00 250.00 250.00 2031 0.00 250.00 250.00 2032 0.00 250.00 250.00 2033 0.00 250.00 250.00 2034 0.00 250.00 250.00 2035 0.00 250.00 250.00 2036 0.00 250.00 250.00 2037 0.00 250.00 250.00 2038 0.00 250.00 250.00 2039 0.00 250.00 250.00 2040 0.00 250.00 250.00 2041 0.00 250.00 250.00 2042 0.00 250.00 250.00 2043 0.00 250.00 250.00 2044 5.000.00 125.00 5,125.00 Total s $$$5.000.00 S4,875_00 $9.875.00 $ THE AGENCY Creation of the Agency The Agency is a public body corporate and politic,and a public instrumentality,created by the City in February 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. 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 22 2518 of 2719 received by taxing authorities in the area when the redevelopment trust fund is created.See "SECURITY AND SOURCES OF PAYMENT -Pledged Funds"herein. The Agency's original redevelopment plan provided for the construction of residential housing. hotels.a marina and commercial.recreational and entertainment facilities.In response to a desire of the City Commission to revise the Agency's concept for redevelopment.on December 17,1982,the City Commission declared itself to be.and to constitute.the Agency.This action resulted in the City Commissioners becoming the new governing body of the Agency and the City Manager becoming the Executive Director of the Agency. Creation of the Redevelopment Area 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 I4th 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 Commission adopted Resolution No.126-93 to accept 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.93-20721 adopted by the City Commission on February 12.1993.the City approved the Redevelopment Plan,directed its implementation.and authorized execution of the lnterlocal 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,including a delegation to the City.directly or through the Agency,of powers conferred upon the County in Part III of Chapter I63 of the Act.The Redevelopment Plan and authorization to execute the RDA Interlocal Agreement were approved by the County pursuant to Resolution No.R-317-93 adopted by the County Commission on March 30.1993.On February 12.1993. the Commission also adopted Resolution No.128-93 to accept the Redevelopment Plan and the delegation of powers included in the RDA lnterlocal Agreement. 23 2519 of 2719 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 1he 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 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 (as hereinafter defined)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 to occur of certain events.Such events have occurred.As a result The Children 's Trust is no longer a taxing authority of the Agency. The Redevelopment Plan has also been amended subsequent to its adoption.In 2003 the Redevelopment Plan was amended pursuant to the adoption by the City Commission of Resolution No. 2003-25237 on June I1,2003.the adoption by the Commission of Resolution No.454-2003 on June 11, 2003,and the adoption by the County Commission of Resolution No.R-889-03 on September 9.2003. each to authorize implementation by the Agency of certain community policing initiatives in the Redevelopment Area,as authorized by certain amendments to the Act.In addition.pursuant to the adoption by the City Commission of Resolution No.2014-28835 on November 19.2014,the adoption by the Commission of Resolution No.607-2014 on November 19.2014,and the adoption by the County Commission of Resolution No.R-I1I0-I4 on December I6,2014.the Redevelopment Plan was amended to incorporate the changes described in the immediately preceding paragraph relating to the extension of the expiration date for the Trust Fund and the release of The Children's Trust as a taxing authority of the Agency. 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 the two hundred thirteen (213)acres platted for use in the Redevelopment Area. approximately thirty-six percent (36%)is public space and approximately sixty-four percent (64%) constitutes 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 was the redevelopment of South Shore,which is the approximately two hundred fifty (250)acres area at the southern tip of the City.south of Sixth Street.Such redevelopment area is known as the South Pointe Redevelopment District.The Agency's jurisdiction of the South Pointe Redevelopment District expired during Fiscal Year 2006.Thereafter,the City assumed the responsibilities for redevelopment in the South Pointe Redevelopment District. 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: (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; 24 2520 of 2719 (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. Personnel Originally created in 1976,the Agency was reorganized in Fiscal Year 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 Chairperson of the Agency,with the Vice Mayor serving as the Vice Chairperson,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 City'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 current terms of office: Agency Members Miami Beach Redevelopment Agency Date Term Ends Steven Meiner.Chairperson David Suarez.Vice Chairperson Tanya K.Bhatt Laura Dominguez A lex Fernandez Joseph Magazine Kristen Rosen Gonzalez Eileen Higgins* November 2025 November 2027 November 2027 November 2025 November 2025 November 2027 November 2025 November 2028 *Serves as the District 5 member of the County Commission.Pursuant to the terms of the Third Amendment,such member of the County Commission also serves as a member of the Agency. 25 2521 of 2719 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.Employees of the City provide general operational services to the Agency.as needed,including,without limitation,services related to Administration, Community Policing and Capital Project Maintenance (as such terms are defined in the Third Amendment).Such services are paid for from Trust Fund Revenues,subject to the order of payment for monies deposited into the Trust Fund,as set forth in the Original Resolution.and the limitations on the use of Trust Fund Revenues to pay expenses of the Agency,as set forth in certain amendments to the RDA Interlocal Agreement.See "SECURITY AND SOURCES OF PAYMENT -Flow of Funds"and "THE AGENCY -RDA Interlocal Agreement"herein. Set forth below is a description of certain management officials of the City who arc responsible for the day-to-day operation of the Agency: E ric T .C arp enter,P .E .,Execu tive Di rector.Mr.Carpenter became the Executive Director of the Agency when he was appointed City Manager for the City in July 2024.As City Manager,Mr Carpenter leads more than 2,300 city employees and oversees approximately two dozen departments responsible for the operations of the City and the Agency.Prior to his appointment as City Manager,Mr Carpenter served as the Director of the Public Works Department from when he joined the City in 2013 until he was promoted to the position of Assistant City Manager in August 2015.He served as Assistant City Manager until his promotion to Deputy City Manager in July 2021,serving in such capacity until being appointed City Manager.Prior to his employment with the City,Mr.Carpenter served as the Director of Public Works for the City of Doral,Florida from 2006 to 2013.Prior to his employment with the City of Doral.Mr.Carpenter worked in the private sector as an engineering consultant in the environmental,stormwater,and geotechnical fields.He has over 27 years of experience in the industry. Mr.Carpenter is an active member of the American Public Works Association,where .he has been a member of the Board of Directors,serving as the Executive Board Chairman of the South Florida Branch from 2017 to 2019.He has received numerous awards and accolades and,in 2010.was awarded the Government Engineer of the Year Award by the Miami-Dade County Chapter of the American Society of Civil Engineers.Mr.Carpenter received a Bachelor of Science Degree in Civil Engineering.with a minor in Chemistry,from the University of Maryland.He received his license as a Professional Engineer in Florida in 2004. Jason G reene,C hief Financi al O ffi cer.Mr.Greene became the Chief Financial Officer of the Agency when he was appointed Chief Financial Officer for the City in February 2023.Prior to accepting his position as Chief Financial Officer.Mr.Greene served as the Assistant Town Manager'Chief Financial Officer for the Town of Surfside from May 2020 to December 2022,where he also served as Acting Town Manager from July 2020 through November 2020.Mr Greene also served as the Director of Finance for the Town of Surfside from July 2019 to May 2020.Prior to his positions with the Town of Surfside,Mr Greene served as the Financial Controls and Budget Manager for the Miami-Dade County Expressway Authority from June 2003 to July 2019,where he also served as Controller and Capital Assets Manager. Prior to his positions in the public sector,from 1998 to 2003.Mr.Greene served as the Programs Controls Manager and as a consulting engineer for several private engineering and financial consulting firms responsible for implementing or overseeing large public infrastructure improvement programs,with an emphasis on civil/environmental engineering and capital improvement project management.Mr.Greene is a member of and has served on Boards and Committees for the national Government Financial Officers Association (GFOA).He is currently serving on the GFOA Executive Board and is an active member of numerous other professional organizations and associations.He has obtained Certified Government Finance Officer (CGFO)Certified Fraud Examiner (CFE).Certified Public Funds Investment Manager (CPFIM). 26 2522 of 2719 and Certified Internal Controls Auditor (CIC A)certifications.Mr.Greene received a Bachelor of Science Degree in Environmental Toxicology,a Master of Science Degree in Civil Engineering,and a Master Degree in Business Administration.,each from the University of Miami. Maria Hernandez,Assistant Executive Director.Ms.Hernandez became the Assistant Executive Director of the Agency when she was appointed the Assistant City Manager in charge of the department responsible for community development within the City in April 2025.Ms.Hernandez has served in various positions for the City to oversee major economic development projects.Since 2018,she has served as the Program Director for the City's General Obligation Bond Program,where she has coordinated the implementation of $439 million of infrastructure development.involving 57 master projects and numerous subprojects.In November 2022 an additional $159 million in general obligation bond projects to improve facilities for resiliency of arts and culture institutions throughout the City,among other art and cultural projects,were added to her area of responsibility.In 2014,she was appointed to be the Director of the Convention Center District to oversee the 25-acre.$620 million renovation and expansion of the Convention Center,which was the largest capital project in the history of the City,and she currently serves as the liaison for the City in connection with the development of the Convention Center Hotel.Prior to serving such roles,commencing in 20 I0,Ms.Hernandez served as the Senior Capital Projects Coordinator for the City's Capital Improvement Projects Department.Prior to her tenure with the City,Ms.Hernandez spent twenty years working in the private sector in architecture and real estate development.Ms.Hernandez received a Bachelor of Arts Degree in Architecture from the University of Miami and a Master of Arts in Building Design from Columbia University.She is a registered architect in Florida and a LEED accredited professional. RDA Interlocal Agreement General To provide for responsibilities and operations of the Agency and certain uses of Trust Fund Revenues,the Agency,the City and the County have entered into various agreements,including,without limitation,the RDA Interlocal Agreement and its various amendments.The most recent of such agreements is the Sixth Amendment entered into by the Agency,the City and the County,which became effective on December 18,2024.The various amendments to the RDA Interlocal Agreement are briefly summarized below. First Amendment.Pursuant to the adoption by the City Commission of Resolution No.2003- 25241 on June I 1,2003 and the adoption by the County Commission of Resolution No.R-889-03 on September 9,2003.the RDA Interlocal Agreement was amended by the First Amendment to Interlocal Agreement dated December 2.2003 (the "First Amendment")by and between the County and the City. The authorizations provided in the First Amendment included,without limitation,implementation by the Agency of certain community policing initiatives in the Redevelopment Area,consistent with the amendment to the Redevelopment Plan that provided such authorization. Second_Amendment.Pursuant to the adoption by the City Commission of Resolution No.2004- 25560 on May 5,2004,the adoption by the Commission of Resolution No.470-2004 on May 5,2004.and the adoption by the County Commission of Resolution No.R-958-04 on July 27,2004,the RDA lnterlocal Agreement was amended by an Interlocal Agreement Among City of Miami Beach.Miami Beach Redevelopment Agency and Miami-Dade County,Florida (the "Second Amendment").The authorizations provided in the Second Amendment included,without limitation.the authority of the Agency to (i)remit one and one-half percent (1.5%)of the Trust Fund Revenues received each Fiscal Year to the County and 27 2523 of 2719 to the City,respectively,to defray administrative costs related to the Agency,but only after the satisfaction of obligations related to bonds issued by the Agency;and (ii)issue up to $IO 1,090,000.00 of bonds to refund all or a portion of the outstanding bonds of the Agency. Third_Amendment.Pursuant to the adoption by the City Commission of Resolution No.2014- 28835 on November 19.2014,the adoption by the Commission of Resolution No.607-2014 on November 19.2014,and the adoption by the County Commission of Resolution No.R-I1I0-14 on December 16, 2014,the RDA lnterlocal Agreement was amended by the Third Amendment to the lnterlocal Cooperation Agreement dated January 20,2015 (the "Third Amendment")by and among the County,the City and the Agency.The authorizations provided in the Third Amendment included,without limitation: (I)the issuance of the Series 20 I 5 Bonds for each of the purposes for which the Series 201 5 Bonds were issued; (2)consistent with the amendment to the ordinances establishing the Trust Fund, extension of the time period for required deposits into the Trust Fund to the earlier of March 31. 2044 or the date when all indebtedness secured by Trust Fund Revenues (hereinafter referred to as "Agency Indebtedness")is no longer outstanding (see "THE AGENCY -Creation of the Redevelopment Area"herein); (3)after issuance of the Series 2015 Bonds,the issuance of additional Agency Indebtedness only upon approval of such issuance by the County Commission; (4)consistent with the amendment to the ordinances establishing the Trust Fund, release of The Children's Trust 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);and (5)after payment of debt service,reserve deposits and other costs and obligations associated with outstanding Agency Indebtedness,distribution of the Trust Fund Revenues only as provided in the Third Amendment and in the order of priority provided in the Third Amendment.Such order of priority required.after payment of obligations related to Agency Indebtedness and reimbursement to the County and to the City of certain administrative expenses (in the amounts set forth in the Third Amendment),the use of all excess Trust Fund Revenues for the prepayment or redemption of Series 2015 Bonds,with such prepayment or redemption commencing in Fiscal Year 2023-2024. Fourth_Amendment.Pursuant to the adoption by the City Commission of Resolution No.2018- 30288 on April 25,2018.the adoption by the Commission of Resolution No.629-2018 on April 25,2018. and the adoption by the County Commission of Resolution No.R-644-18 on June 19.2018,the RDA Interlocal Agreement was amended by the Fourth Amendment to the lnterlocal Cooperation Agreement dated July 3.2018 (the "Fourth Amendment")by and among the County,the City and the Agency.The Fourth Amendment recognized that,at the end of Fiscal Year 2016-2017.the Trust Fund had an estimated surplus of approximately $34,000.000.As a result of such surplus and other matters,the authorizations provided in the Fourth Amendment included,without limitation: (I)payment to the County and,until Fiscal Year 2022-2023.the City of their respective proportionate share of expenditures made for Administration,Community Policing and Capital Project Maintenance (as such terms are defined in the Third Amendment): 28 2524 of 2719 (2)until Fiscal Year 2022-2023.payment of $1.5 million annually on behalf of the City and the County,respectively,to fund beach renourishment within the City (for the City's payment)or within or adjacent to the City (for the County 's payment)and,until Fiscal Year 2022- 2023.payment to the City of its proportionate share of expenditures for Administration, Community Policing and Capital Project Maintenance (as such terms are defined in the Third Amendment);and (3)payment to defray the costs of certain projects that benefit the Redevelopment Area.including the cost of renovations to the Convention Center and refurbishing the Lincoln Road pedestrian mall in the Redevelopment Area. Fifth_Amendment.Pursuant to the adoption by the City Commission of Resolution No.2022- 32014 on January 20,2022.the adoption by the Commission of Resolution No.666-2022 on January 20, 2022.and the adoption by the County Commission of Resolution No.R-256-22 on March 15,2022,the RDA Interlocal Agreement was amended by the Fifth Amendment to the Interlocal Cooperation Agreement dated April 5,2022 (the "Fifth Amendment")by and among the County,the City and the Agency.The Fifth Amendment recognized that.at the end of Fiscal Year 2020-2021.the Trust Fund was projected to have an estimated surplus of approximately $31,900.000.As a result of such surplus and other matters, the authorizations provided in the Fifth Amendment included,without limitation: (I)modification of the obligation to pay S 1 .5 million annually on behalf of the County to fund beach renourishment within or adjacent to the City to allow such payment to be used for renourishment of any beach within the County;and (2)payment to defray the costs related to renovation of the Convention Center, including costs required to settle complex litigation relating to the acquisition and construction of such renovations. Sixth_Amendment.Pursuant to the adoption by the City Commission of Resolution No.2024- 33354 on November 14.2024,the adoption by the Commission of Resolution No.703-2024 on November 14.2024,and the adoption by the County Commission of Resolution No.R-1002-24 on November 6, 2024,the RDA Interlocal Agreement was amended by the Sixth Amendment to the Interlocal Cooperation Agreement dated December 18,2024 (the "Sixth Amendment")by and among the County.the City and the Agency.The authorizations provided in the Sixth Amendment included,without limitation: (I)issuance of the Series 2025 Bonds in an aggregate principal amount not to exceed $267.000,000 to refund a portion of the outstanding Series 20154 Bonds and pay costs of issuance and debt service reserves associated with such issuance; (2)modification of the annual payment requirement to the City for operation and maintenance costs related to the Convention Center and expenses of the cost of Administration. Community Policing and Capital Project Maintenance (as such terms are defined in the Third Amendment)to provide that such requirement terminates at the end of Fiscal Year 2035-2036; (3)elimination of the requirement that excess Trust Fund Revenues be used to prepay or redeem outstanding Agency Indebtedness and requiring that (a)up to $10 million of excess Trust Fund Revenues,after required payments have been made.shall be paid to the County by March 31,2025 to address,construct and operate housing for homeless persons and domestic 29 2525 of 2719 violence centers:and (b)beginning in Fiscal Year 2036-2037,all excess Trust Fund Revenues. after required payments have been made,shall be refunded to the City and the County;and (4)execution of a Grant Agreement with the developer of the Convention Center Hotel (the "Grant Agreement")to.among other purposes,approve: (a)the issuance by Public Finance Authority.a unit of government and a body corporate and politic of the State of Wisconsin.of bonds to provide $75.000,000 of proceeds to finance a portion of the costs of constructing the public areas of the Convention Center Hotel,with the Agency providing payment from Trust Fund Revenues of the Semi-Annual Installment (as defined in the Grant Agreement)to the issuer of such bonds to support the payment of debt service on such bonds and related costs; (b)beginning on the fifth (5")anniversary of the opening of the Convention Center Hotel,payment to the County of one hundred percent (100%)of the annual fee paid under the Grant Agreement by the developer of the Convention Center Hotel.of which fifty percent (50%)shall be used to fund supportive housing for individuals and families experiencing homelessness and domestic violence centers:and (c)in the event of an arm's length sale,assignment or transfer of the Convention Center Hotel.payment to the County by the seller in such transaction of one hundred percent (I 00%)of the one-time transfer fee required under the Grant Agreement, equivalent to two percent (2%)of the value of the gross sale proceeds of the sale. assignment,or transfer.of which fifty percent (50%)of such transfer fee shall be used to fund supportive housing for individuals and families experiencing homelessness and domestic violence centers. The Agency's obligation to pay the Semi-Annual Installment referenced above shall constitute an obligation under the Original Resolution that is junior,inferior and subordinate in all respects to the Bonds as to lien on and source and security for payment from the Pledged Funds.See "SECURITY AND SOURCES OF PAYMENT -Other Obligations Secured By Pledged Funds"herein. Proposed Amendment Pursuant to the adoption by the City Commission of Resolution No.2024-33353 on November 14, 2024 and the adoption by the Commission of Resolution No.702-2024 on November 14,2024.the Agency and the City have proposed that a new amendment to the RDA Interlocal Agreement (the "Proposed Seventh Amendment")by and among the County,the City and the Agency be approved,executed and delivered by the County.Under Florida law and Article V of the City of Miami Beach Charter.the City is authorized to impose.levy and collect a transient rental tax of four percent (4%)on the rent of every occupancy of a room or rooms in any hotel,motel,or apartment house located within the City (the "Bed Tax").As a result,when completed,the Convention Center Hotel will generate significant revenues for the City,including Bed Tax revenues.In the Proposed Seventh Amendment,the Agency and the City are proposing that the County enter into a Bed Tax Interlocal Cooperation Agreement (the "Bed Tax Interlocal Agreement")under which the City would agree to pay the County annually.from legally available Bed Tax revenues,an amount that is equal to the Bed Tax generated by the Convention Center I lotel, commencing December 15,2027 (in respect of Fiscal Year 2026-2027)and ending December 15,2039 (in respect of Fiscal Year 2038-2039),with,to the extent legally available,a minimum annual City 30 2526 of 2719 contribution of $4.000,000 (the "Minimum Contribution Amount")and a ceiling of $5,000,000.adjusted annually by the lesser of (i)the Consumer Price Index for All Urban Consumers for the Miami-Fort Lauderdale-West Palm Beach area or (ii)two percent (2%). The authorizations provided in the Proposed Seventh Amendment include,without limitation: (l)approval for the Agency to allow any surplus Trust Fund Revenues to be used to cover the difference,if any,between the Minimum Contribution Amount due to the County pursuant to the Bed Tax Interlocal Agreement for each Fiscal Year covered by the Bed Tax lnterlocal Agreement and the Bed Tax generated by the Convention Center Hotel during each such Fiscal Year:and (2)revision of the provisions referenced in paragraph 4(b)and 4(c)of the description of the Sixth Amendment above to (a)add that the obligation to pay the annual fee described in paragraph 4(b)above shall continue for a period of fifty (50)years (or such shorter period as is applicable under certain circumstances described in the Grant Agreement):(b)change the payment from one hundred percent (100%)to the County to fifty percent (50%)to the County and fifty percent (50%)to the City;(c)remove the phrase stating that fifty percent (50%)of the amount paid shall be used to fund supportive housing for individuals and families experiencing homelessness and domestic violence centers,and (d)require the County to pay to the City any amount it receives that exceeds its fifty percent (50%)share of (i)any installment of the annual fee or consideration related to such fee,or (ii)the transfer fee or consideration provided in lieu of payment of such fee. No assurance can be given that the Proposed Seventh Amendment will be approved.executed and delivered by each of the required parties or that,if approved,executed and delivered,the final version will be as described in the description of the Proposed Seventh Amendment above. TRUST FUND REVENUES Historical Trust Fund Revenues Upon issuance of the Series 2025 Bonds,the City and the County arc the only two (2)taxing authorities that will be required to make payments of tax increment into the Trust Fund.The Children's Trust is the other taxing authority that previously was required under the Act to make payments of tax increment into the Trust Fund.However,at the time of issuance and delivery of the Series 2015 Bonds, The Children's Trust became exempt from such requirement.See "THE AGENCY -RDA Interlocal Agreement -General -Third Amendment"herein. Set forth below is a table that shows the Trust Fund Revenues collected from the City and the County for the past ten (IO)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." [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 31 2527 of 2719 Historical Trust Fund Revenues A B =A+B Percentage Dollar Tax Roll Fiscal Increase or Increase or Year Year City of The Total Decrease Decrease As of Ended Miami Miami-Dade Children's Trust Fund Over Prior Over Prior Januarv I September30 Beach "County_""Trust 'I2 Revenues 'I3)Year "Year " 2015 2016 $22.136.749 $20.079.885 $2.146.798 $42.216.634 14.13%$5,964,736 2016 2017 25,744,727 23.587,278 -0 -49,332.005 14.42 7.115,371 2017 2018 27.497.948 22,422.329 -0-49,920,277 -4.81 (2.522,234) 2018 2019 29,299.312 23.842,766 -0-53,142.078 6.45 3,221.801 2019 2020 31,201,879 25,375.592 -0 -56.577.471 6.46 3,435.,393 2020 2021 31,110,894 25.323.375 -0 -56,434,269 -0.25 (143,202) 2021 2022 29.805.059 24,110,876 -0-53,915.935 -4.46 (2.518.334) 2022 2023 30,173,036 23.920.815 -0-54,093.851 0.33 172,916 2023 2024 31,026.462 24,346.,511 -0-55,372,973 2.36 1.279.122 2024 20251°33,909.557 26,460,176 -0-60,369.733 8.28 4,996,760 Source:City of M iami Beach Finance Departmen t. (I)Represents the actu al amount of Tru st Fund Revenues available for deposit into the Tru st Fund after adjustm ents made by the City.the County or the M iam i-Dade County Pro perty Appra iser's Office,or in response to petitions filed with the M iami-Dade County Value Adjustm ent Board,to account for changes in appraised pro perty values,refunds due to taxpayers,additional tax payments required to be made or collections of delinquent taxes.Determ inations of the amount paid each Fiscal Year are based on the taxable values contained in the preliminary assessm ent roll for such Fiscal Year and adjustm ents m ade based on prior year payments.after taxable values are established in the final assessment ro ll for a Fiscal Year.For a summary of the tax increm ent revenue owed,based on annual taxable values in the Redevelopment Area and the tax increm ent paym ent required pursuant to the pro visions of the Aet,see the table in this section of the Offi cial Statement captioned "C ity Center/Historic Convention Village Statem ent of Historical Revenues,Expenditures and Changes in Fund Balances." (2)The millage rate fo r The Children's Tru st is 0.5000 m ills. (3)The Children's Tru st is exempt from the obligation to make tax increment payments (see "SECURITY AND SOURCES OF PAYM ENT -Pledged Funds -Exem ptions from Tru st Fund"herein).The total reflects the am ount of Trust Fund Revenues collected solely from the City and the County,which are the only tax increm ent revenues available as part of the Pledged Funds securing the Series 2025 Bonds.See "SECUR ITY AND SO URCES OF PAYM ENT -Pledged Funds"herein. (4)Based on tota l collected for the City and the Count y and does not take into account any am ounts collected from The Children's Tru st.See footnote I and 3 of this table. (5)Represents unaudited actual totals and is subject to year-end adjustments. Set fo rth below is a table that shows the assessed value of the taxable real pro perty in the Redevelopm ent Area that pro vided the bas is fo r the am ount of Tru st Fund R evenues collected from the C ity and the County fo r the past ten (I0) years. 32 2528 of 2719 Historical City Center/Historic Convention Village Real Property Assessed Values A B =A-B Percentage Percentage Dollar Tax Roll Fiscal Increase or Base Increase or Increase or Year Year Gross Decrease Year Decrease Decrease As of Ended Taxable Over Taxable Incremental Over Over January I September 30 Value Prior Year Value 'Value ""Prior Year Prior Year 2014 2015 $4,186.683.074 8.14%$292,572 .27 1 $3.894,110.803 8.81%s 315.273.343 2015 2016 4.821.643,185 15.17 292.572,271 4.,529.070.914 16.31 634,960.11I 2016 2017 5,612,744,843 16.4 1 292,572,271 5.320,172.572 17.47 791.101,658 2017 2018 5,702,556,459 1.60 292.572.271 5,409,984,188 1.69 89.811.616 2018 2019 5,993,199,959 5.10 292.572,271 5,700.627.688 5.37 290,643.500 2019 2020 6.258,372.786 4.42 292.572,271 5,965,800,515 4.65 265,172.827 2020 2021 6.,204,385,940 -0.86 292,572 ,271 5,911,813,669 -0.90 (53,986.846) 2021 2022 5,977 ,864,104 -3.65 292.572.271 5.685,291,833 -3.83 (226,521.836) 2022 2023 6.023.225.280 0.76 292.572.271 5,730.653.009 0.80 45,361.176 2023 2024 6,188.026.922 2.74 292,572 ,27 1 5,895,454,651 2.88 164,80 l .642 2024 2025"6,709.447.,439 8.43 292 ,572 ,27 1 6,416,875.168 8.84 521,420.517 Source:City of Miami Beach Finance Department. (I)Represents gross taxable value of real property in the Redevelopment Area,as reflected in the certified preliminary assessment rolls provided by the Miami-Dade County Property Appraiser's Office for each of the Fiscal Years indicated. (2)Represents taxable value of real property in the Redevelopment Area for the tax roll year as of January I, 1992.Fiscal Year ended September 30,1993.See "SECURITY AND SOURCES OF PAYMENT -Pledged Funds -Trust Fund"herein. (3)Incremental Value equals the Gross Taxable Value minus the Base Year Taxable Value. (4)Represents unaudited actual totals and is subject to year-end adjustments. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 33 2529 of 2719 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 forth 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 TO BE UPDATED Tax Roll Fiscal New Construction Year Year Increase or As of Ended (Decrease)in January I September 30 Taxable Value ' 2019 2020 $337,429,590 2020 2021 21,668.484 2021 2022 58,964,585 2022 2023 30,752.962 2023 2024 12,896.062 Source:City of Miami Beach Finance Department. (l)Based on the certified preliminary assessment rolls provided by the Miami-Dade County Property Appraiser's Office for each of the Fiscal Years indicated. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 34 2530 of 2719 Set forth below is a table that shows the top ten (I0)principal taxpayers in the Redevelopment Area for Fiscal Year 2024.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 2024 Gross Name of Taxpayer Use of Property Value Taxable Value 2201 Collins Fee LLC "Hotel Residential $254,264.627 4.17% MB Redevelopment Inc.Loews Hotel ''Hotel 251,900.,000 4.13 SB Hotel Owner LP Retail !Hotel 221.603.447 3.63 IHI Lincoln LLC 'Office I Retail 109.998.97 l 1.80 Di Lido Beach Hotel Corp.Hotel Retail 108.789.680 I.78 Playa Retail Investments ''Retail 91,874,500 1.51 RP Hotel Holdings LLC Hotel 88.000.000 1.44 BH 1100 Lincoln Road LLC Retail 83.000.,000 1.36 CLPF Lincoln LLC Lessee Office 71,846.000 1.18 420 Lincoln Rd Associates Ltd.Office 66.312_540 1.09 TOTAL SL3A7_589,765 22.09% Source:City of Miami Beach Finance Department and the Miami-Dade County Property Appraiser's Office. (I)Five of the City 's ten (I0)largest taxpayers are located in the Redevelopment Area.For a list of the City's ten (10 largest taxpayers,see the section entitled "PROPERTY TAXES"in "APPENDIX A -General Information and Economic Data Regarding the City of Miami Beach.Florida and Miami-Dade County. Florida." [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 35 2531 of 2719 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 l September30 Miami Beach County 2015 2016 5.7092 4.6669 2016 2017 5.7092 4.6669 2017 2018 5.7224 4.6669 2018 2019 5.7288 4.6669 2019 2020 5.7288 4.6669 2020 2021 5.7288 4.6669 2021 2022 5.7626 4.6669 2022 2023 5.8155 4.6202 2023 2024 5.8155 4.5740 2024 2025 5.8522 4.5740 Source:City of Miami Beach Finance Department. Set forth on the following page is a table that reflects the statement of historical 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 2532 of 2719 City Center/Historic Convention Village Statement of Historical Revenues,Expenditures and Changes in Fund Balances Fiscal Year Ended September30 2020°"2021"2022"2023"2024 Revenues Tax increment $56,577,471 $56.434,269 $53,915,935 $54,093.851 $55.372,973 Rents and leases""-0 --0--0-1 -0 - Intergovernmental -0-319,041 -0--0--0 - Interest"905,908 433.367 (4.834.612)2,749,782 5.072,279 Other -0-3.688 -0 --0-I Total Revenues 57.483.379 57.190.365 49.081,323 56.843.634 60.445.253 Expenditures General government'1.690,000 6.124.000 780,962 5.974.847 826,300 Public safety 4.625.580 4.780.343 4,863.647 10.367.973 4.988.892 Transportation -0-109.215 11,395 11.395 235.925 Physical environment 5.619.638 6,005.163 5,866.136 8,154.390 6.937.567 Economic environment 6.492.101 6.471.433 12.132.378 -0-6,895.969 Culture and recreation 913.632 5,895.216 1,208.909 1.213.268 1,158,306 Capital Outlay 329.404 1.964 208.967 1.131.748 495.146 Interest and Fiscal Charges -0 -531.543 -0 --0-70 SBITA payments""-0 --0--0 -2,942 1572 Total Expenditures 19.670.355 29.918,877 25.072,394 26,856.563 21,539.747 Excess (deficiency)of revenues 37.813.024 27.271.488 24,008.929 29,987,071 38.905.506over(under)expenditures Other Financing Sources (Uses) SBIT A liabilities issued""-0--0 --0--0 -8.362 Transfers out (30.205,597)(21,706,729)(54,313,369)(27,230.050)(24911_578) Total Other Financing L30,205,597)21,706,729 (54.313,369)(27,230050)(24903.216Sources(Uses) Net change in fund balances 7,607.427 5.564,759 (30,304,440)2.757.021 14.002.290 Fund balances -beginning 52,257.898 59.865,325 65,430.084 35.125.644 37.882.665ofyear Fund balances -end of year $59.865.325 $65.430.084 $35_L256.1.4 $37.882.665 $51.884.955 Footnotes for the immediately preceding table are provided below and continued on the next page. (l)Source:Financial Report of the Miami Beach Redevelopment Agency (A Component Unit of the City of Miami Beach.Florida)for the Fiscal Years ended September 30,2020 through September 30,2023. (2)Source:City of Miami Beach.Florida.Department of Finance.Represents unaudited actual totals and is subject to year-end adjustments. (3)Represents payment made to the City or the Agency for the lease of certain property owned by the City or the Agency in the Redevelopment Area.Such rent and lease payments are deposited into the Trust Fund.However.the rent and lease payments deposited into the Trust Fund do not constitute Trust Fund Revenues under the Bond Resolution. 37 2533 of 2719 (4)The interest loss in Fiscal Year 2022 reflects the unrealized loss in investments held following the most dramatic increase in the federal funds overnight rate over a six-month period in more than thirty (30)years.The total federal funds ovemight rate increase resulted in a significant increase in unrealized losses due to the inverse relationship between changes in interest rates and bond prices.The unrealized loss represents the difference between the book value and market value of the securities held on September 30.2022. (5)Reduced amount in general governmental expenditures in certain Fiscal Years are generally the result of contributions made by the Agency,as authorized by the Commission,for costs related to the renovation of the Convention Center. (6)Subscription-based information technology arrangements reported pursuant to GASB Statement No.96. Set forth below is a table that shows the rate of growth of taxable values and tax increment levied in the Redevelopment Area in accordance with the Act for the past five (5)Fiscal Years. City Center/Historic Convention Village Tax Increment Revenues and Growth' For the Fiscal Year Ended September 30, 2020 2021 2022 2023 2024 Current Year Taxable Value $6.258.372.786 $6,204.385.940 $5.977.864.104 $6.023.225.280 $6.188.,026.922 New Construction (22412,203)(26.030.168)(41648_021 (38641.998)(5.674,150) Existing Value $6,235.960.583 $6.178.355.772 $5.936,216.083 $5.984,583.282 $6.182.352.772 Increase (Decrease)in Existing Value 4.64%-0.92%-3.92%0.81%3.30% Final Gross Taxable Value 6.258.372.786 6.204.385.940 5,977.864,104 6.023.225.280 6.188.026.922 Base Year Taxable Value (292,572.271)(292572271 (292572271 (292,572,271)(292_372,271) Incremental Taxable Value $5_965_800,_5L5 $5_9L1_813_669 $5.685.291.833 S5,730,65300Q $5.895,454.651 City of Miami Beach"" Millage Rate (City)5.7288 5.7288 5.7626 5.8155 5.8155 Gross Incremental Revenue'?$34.176.878 $33.867.598 $32.762.063 $33.326.613 $34.,285.017 Statutory Reduction (5.0%)(_1_708.844 (1693_380)(1,638,103)(1_666_33L LL_714_251) City Tax Incremental Revenue""32.468.034 32.174.218 31,123.960 31.660.282 32.570.766 Miami-Dade County? Millage Rate (County)4.6669 4.6669 4.6669 4.6202 4.5740 Gross Incremental Revenue'27.819.952 27.568.000 26.510.846 26.455.139 26.944,401 Statutory Reduction (5.0%)(1.390.998)_1_378.400)(1.,325.541)(1.322757 (1,347220) County Tax Incremental Revenue"26.428,954 26,189.600 25,185.304 25,132.382 25.597.1 8 l Total Tax Incremental Revenue"$58,896.988 $58.363.818 $56.309.264 $56.792.664 $58.167.947 Source:City of Miami Beach Finance Department. 38 2534 of 2719 F ootnotes below are pro vide d for the table on the imm e diately prec eding page. (I)Based on the certified preliminary assessment rolls provided by the Miami-Dade County Property Appraiser 's Office for each of the Fiscal Years indicated. (2)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. (3)Represents amount of tax increment revenue owed,based on annual taxable values in the Redevelopment Area and the tax increment payment required pursuant to the provisions of the Act.Amounts reflected do not include annual adjustments made by the City,the County or the Miami-Dade County Property Appraiser's Office,or in response to petitions filed with the Miami-Dade County Value Adjustment Board,to account for changes in appraised property values.refunds due to taxpayers,additional tax payments required to be made or collections of delinquent taxes.For tax increment revenues collected each year which account for such adjustments,see the table in this section of the Official Statement captioned "Historical Trust Fund Revenues." Historical Debt Service Coverage. Set forth below is a table that shows the Trust Fund Revenues.Debt Service Requirement on the Series 201 5 Bonds Outstanding in the Fiscal Years indicated,which constituted all of the Bonds Outstanding in such Fiscal Years,and the debt service coverage provided by the Trust Fund Revenues generated for the Fiscal Years indicated.The Debt Service Requirement on all Outstanding Bonds is expected to decrease upon issuance of the Series 2025 Bonds Historical Trust Fund Revenues, Debt Service on Bonds and Debt Service Coverage Fiscal Year Ended September 30 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Debt Service Debt Service Coverage Trust Fund on Outstanding on Outstanding Revenues'Series 2015 Bonds G8 Series 2015 Bonds "8» $42.216.634 $21,729,597 1.94x 49,332.005 21,729.597 2.27 49.920.277 21,729.597 2.30 53,142.078 21,729.597 2.45 56,577,471 21,729,597 2.60 56.434.269 21.729,597 2.60 53,915,935 21.729.597 2.48 54.093,851 21,729.597 2.49 55.372,973 20.911.250 2.65 60,369.733 20.911.250 2.89 Source:City of Miami Beach Finance Department. F ootnotes for the im m ediately prec eding table are pro vided on the next page. 39 2535 of 2719 (I)R eflects the am ount of Tru st Fund R evenues collected solely from the C ity and the C ounty,which w ill be the only tax increm en t revenues available as part of the Pledged Funds securing the Series 2025 Bonds.See "S EC U RI T Y A N D SO U R C E S O F PA Y M EN T -Ple dged Funds"and "T R UST FUN D R E V EN U ES - Hi storical Tru st Fund Revenues"herein. (2 )Reflects M axim um A nnual Debt Service on the Series 2015 Bonds. (3 )A ll of the O utstanding Series 2015 B onds.except fo r $5,000 in pri ncipal am ount of the m andatory sinking fu nd paym ent due Febru ary 1.2044 on the Series 20154 B onds m aturing on February 1,2044,shall be de te ased upon issuance of the Seri es 2025 Bonds.See "PU R P O S E O F T HE ISSU E -Plan of R ef unding" herein. Projected Trust Fund Revenues S e t fo rth below is a table that show s the projected taxable value of real pro pert y in the R edevelo pm ent A rea,and the T ru st Fund R evenues projected to be available fr om the City and the County fo r the next ten (I0 )Fiscal Y ears.For m ore detailed info rm ation relating to the City and the C ounty,see ''A P P E N D IX A -G eneral In fo rm ation and Econom ic D ata R egarding the C ity of M iam i B each.F lorida and M ia m i-D ade C ounty,Florida." Projected Trust Fund Revenues A B =A-B C D =C+D T ax R oll F iscal B ase Y ear Y ear G ro ss Y ear C ity of T otal A s of E nd in g T axable T axable Increm ental M iam i M iam i-D ade T ru st Fund Ja nuarv I Septem ber3 0 V alue ''V alue ""Value B each ""C ounty_""Revenues 2024 20 25 $6,709.447.439 $292,572 .271 $6.4 16 .875.16 8 $33.909.557 $26.460.176 $60,369,73 3 2025 20 26 6.944.278,099 292.572.271 6.651,705.,828 36.980.757 28,882.608 65,863.365 2026 20 27 7,18 7.327.833 292.572 ,27 1 6.894,755.562 38,332.0 14 29.937,995 68.270.009 2027 20 28 7,4 38.884,3 0 7 292,572.27 1 7,14 6.312 ,036 39 ,73 0.565 31,030,321 70.760.886 2028 20 29 7,699,245.258 292.572.27 1 7.406.672.987 41.178.065 32,16 0.878 73,338.943 2029 20 30 7,968.7 18 .842 292.572.271 7,676.14 6.57 1 42,676.22 8 33.,331,005 76.007.233 2030 20 3 1 8,247,624,00 1 292,572 .27 1 7,955.051,73 0 44,226.826 34,542.086 78,768.912 203 1 2032 8.536.,290.84 1 292.572 .27 1 8.,243.718 .570 45.831,695 35.795.555 81.627 ,2 50 2032 20 33 8.835.06 1.02 1 292.572.271 8,542,488,750 47,492.735 37,092.896 84,585,631 2033 20 34 9,14 4,2 88,15 6 292.,572.2 71 8.851,7 15.885 49,2 11,9 11 38.435.,643 87,647,554 Source:C ity of M iam i Beach Finance Depart m ent. (l)Represents a projected gro w th ra te of five percent (5%)of the gross taxable value of real property in the Redevel opm ent Area established in the prelim inary assessm ent ro ll fo r the Fiscal Year ending Septem ber 30,2025,a five percent (5.0%)gr ow th ra te from Fiscal Y ear 2026 to Fiscal Year 2028 and a grow th ra te of three and one-half percent (3.5%)in each Fiscal Y ear thereafter. (2 )Represents taxable value of real pro pert y in the Redevelopm ent A rea fo r the tax ro ll year as of January I,1992.Fiscal Year ended Septem ber 30,1993.See "SEC U R IT Y A N D SO U R C ES O F PAY M E N T -Pledged Funds -Trust Fund"herein. (3 )Based on the pro jected gro ss taxable value in each Fiscal Y ear,assum ing the m illage ra te in effect fo r the Fiscal Y ear ending Septem ber 30.2025.Such m illage ra te is 5.8522 m ills fo r the C ity and 4.5740 fo r the County. 40 2536 of 2719 Set forth below is a table that shows the Trust Fund Revenues projected to be available from the City and the County after the payment of expenses for the Agency,based on the provisions of the RDA Intcrlocal Agreement,as amended to date.for the next ten (10)Fiscal Years.As set forth below,and in the immediately preceding table captioned "Projected Trust Fund Revenues,"the Trust Fund Revenues projections are based on certain assumptions,including,assumptions as to increases in the taxable value of real property in the Redevelopment Area.maintenance of millage rates by the City and the County at the amounts established for Fiscal Year 2025 and expenses to be incurred in the amounts contemplated in the RDA lnterlocal Agreement,as amended to date.Although the Agency considers such assumptions to be reasonable,the Agency can provide no assurance that such assumptions will be realized in whole or in part. City Center/Historic Convention Village Projections of Revenues,Expenditures and Changes in Fund Balances A B C D E F (=B+C+D)(=A-E) Fiscal Annual Debt Convention Operating Total of Annual Cumulative Year Total Service on Center Expenses Debt Service Excess Excess Ending Trust Fund Outstanding Operating of the and Expenses Trust Fund Trust Fund September 30 Revenues Bonds I Subsidy_""Agency_"Payments Revenues 'Revenues " 2025 $60.369.733 $20,908.000 $4,000,000 $43,638.000 $68.546.000 $(8.176.267)$10.837.625 2026 65,863.365 12 ,225.550 4,160.000 36.762.569 53.148.119 12,715.246 23.,552.871 2027 68.27 0.009 20,297.250 4.326.4 00 37.438.745 62.062.395 6.207,614 29.760.485 2028 70,760.886 20.3 13.750 4,4 99,4 56 38,134,173 62,947.3 79 7,813,507 37,573 ,993 2029 73.338.943 20.323.500 4,679.434 38.851.681 63.854.615 9.4 84,328 47.058.321 2030 76.007,233 20.340,750 4,866,61I 39,590.907 64,798.,268 11,2 08,964 58.267.285 2031 78.768.9 12 20,354.000 5,06 1,276 25.907,510 51.3 32,786 27 ,446.1 26 85,713.41I 2032 81,627.250 20.362.250 5.263,727 26.692.168 52.318.145 29,309.105 115.022 ,516 2033 84.585.631 20.379.500 5,474,27 6 27.500.581 53.354.357 31.231.274 146,253.790 2034 87.647.554 20,394,000 5.693.247 28,333.467 54,420.715 33.226.839 179.480.629 Source:City of Miami Beach Finance Department. Footnotes for the immediately preceding table are set forth below and continued on the next page (l)Represents the currently estimated annual Debt Service Requirement for the (i)Series 2025 Bonds,assuming an aggregate principal amount of S243.960.000.a final maturity of February 1,2044,and a true interest cost of 4.459% per annum,and (ii)Unrefunded Series 2015A Bonds.All amounts are preliminary.subject to change. (2)Represents amount required to fund costs related to the operation and maintenance of the Convention Center,as required by the terms of the Third Amendment.See "THE AGENCY -RDA Interlocal Agreement -General-Third Amendment"herein. (3)Includes (i)annual budgetary costs of the Agency projected to range from $14,524,000 for Fiscal Year 2025 to $18,950.526 for Fiscal Year 2034.(ii)the annual administrative fee to (a)the City of one and one-half percent (1.5%) of the Trust Fund Revenues paid by the City each year (projected to range from $509.000 for Fiscal Year 2025 to $738,179 for Fiscal Year 2034),and (b)the County of one and one-half percent (1.5%)of the Trust Fund Revenues paid by the County each year (projected to range from $397.000 for Fiscal Year 2025 t0 $576.535 for Fiscal Year 2034). each pursuant to the terms of the Second Amendment,(iii)the annual grant required to be paid to the County pursuant 4 1 2537 of 2719 to the terms of the Third Amendment for its proportionate share of costs paid for Administration.Community Policing and Capital Project Maintenance (as such terms are defined in the Third Amendment),which grant is projected to range from $6,200,000 for Fiscal Year 2025 t0 $8.068,228 for Fiscal Year 2034,(i)the annual payments required to be made by the Agency pursuant to the terms of the Grant Agreement to pay costs related to the issuance of bonds by a State of Wisconsin governmental entity to provide S75.000.000 of proceeds to finance certain projects for the Convention Center Hotel (such annual payment is projected to range from $12.008,000 for Fiscal Year 2025 t0 $14.445.000 when such bonds mature in Fiscal Year 2030,with a maximum payment of S14.449.000 occurring in Fiscal Year 2026),and (v) $10,000,000 paid to the County in Fiscal Year 2025 only.pursuant to the terms of the Sixth Amendment,to construct or operate housing for homeless persons and domestic violence centers.See "THE AGENCY -RDA Interlocal Agreement -General"herein. (4)Subject to the provisions of the Sixth Amendment,Trust Fund Revenues remaining after the payment of any shortfall in expenses of the Agency or,pursuant to agreement with the County.after use of Trust Fund Revenues to fund projects related to the Convention Center.shall be refunded to the City and County,respectively.See "THE AGENCY -RDA Interlocal Agreement -Proposed Amendment"herein. (5)Represents amount currently projected to be available to pay shortfalls in expenses of the Agency (or,pursuant to agreement with the County.to fund projects and initiatives authorized in the RDA Interlocal Agreement,as amended, including,if and when it becomes effective,the Seventh Amendment).See "THE AGENCY -RDA Interlocal Agreement -Proposed Amendment"herein. Projected Debt Service Coverage. Set forth below is a table that shows projected Trust Fund Revenues,the currently estimated Maximum Annual Debt Service Requirement for the Outstanding Bonds (constituting the Series 2025 Bonds and the Unre funded Series 20 I SA Bonds)and the debt service coverage provided by the projected Trust Fund Revenues for the Fiscal Years 2025 through 2034. Projected Trust Fund Revenues, Debt Service on Bonds and Debt Service Coverage Fiscal Year Ending September 30 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 Annual Debt Coverage of Annual Trust Fund Service for Debt Service for Revenues Outstanding Bonds'°Outstanding Bonds $60,369.733 $20.911.250 2.89x 65.863,365 20,911.,250 3.15 68.270,009 20,911.250 3.26 70,760.886 20,911.250 3.38 73.338.943 20,911.250 3.51 76.007.233 20.911.250 3.63 78,768,912 20.911.250 3.77 81.,627.250 20.911,250 3.90 84,585.631 20,911,250 4.04 87.647.554 20.911,250 4.19 Source:City of Miami Beach Finance Department. 42 2538 of 2719 F ootnotes below are provided for the table on the imm e diately preceding page. (l)Reflects the amount of Trust Fund Revenues projected to be collected solely from the City and the County. which will be the only tax increment revenues available as part of the Pledged Funds securing the Series 2025 Bonds.See "SECURITY AND SOURCES OF PAYMENT -Pledged Funds."and "TRUST FUND REVENUES -Historical Trust Fund Revenues"and "TRUST FUND REVENUES -Projected Trust Fund Revenues"herein. (2)Represents the currently estimated Maximum Annual Debt Service Requirement for (i)the Series 2025 Bonds,assuming an aggregate principal amount of $243,960,000,a final maturity of February 1,2044,and a true interest cost of 4.459%per annum,and (ii)the Unrefunded Series 20154 Bonds.All amounts are preliminary,subject to change. INVESTMENT CONSIDERATIONS General The Agency's ability to receive Trust Fund Revenues in amounts sufficient to pay all of its obligations,including,without limitation,debt service on the Series 2025 Bonds,depends upon numerous considerations.a substantial number of which are not within the control of the Agency.The following discussion provides information relating to certain considerations that could affect future payments of the principal of and interest on the Series 2025 Bonds.The order in which the following information is presented is not intended to reflect the relative importance of the considerations discussed.The following information is not,and is not intended to be,an exhaustive list of the considerations which should be weighed by an investor seeking to determine whether to purchase Series 2025 Bonds and such information should be read in conjunction with all of the other sections of this Official Statement,including its appendices.Prospective purchasers of the Series 2025 Bonds should carefully analyze the information contained in this Official Statement,including its appendices (and including the additional information contained in the form of the complete documents referenced or summarized herein),for a more complete description of the investment considerations relevant to purchasing the Series 2025 Bonds.Copies of any documents referenced or summarized in this Official Statement are available from the Agency.See INTRODUCTION"herein.Also,see "RISK FACTORS"herein for a description of certain risks that should be considered in connection with any decision to purchase Series 2025 Bonds. Notwithstanding the foregoing,the impact to the Agency from any of the investment considerations described herein will not affect the obligation of the City or the County to make the annual tax increment payment for deposit into the Trust Fund.See "SECURITY AND SOURCES OF PAYMENT -Trust Fund"herein. Infectious Disease Outbreak The outbreak of COVID-I9 in the United States in early calendar year 2020 affected travel, commerce and financial markets globally.In response,the Agency undertook certain cost reduction strategics to offset potential or projected shortfalls in Trust Fund Revenues to lessen the impact of COVID-19.Also.pursuant to the Coronavirus Aid,Relief,and Economic Security ("CARES")Aet the City received a one-time award of S41.1 million in reimbursements for unbudgeted General Fund expenditures incurred in response to COVID-19.In addition.,pursuant to the American Rescue Plan Act of 202I ("ARPA")the City received a one-time award of approximately $23.6 million to address revenue shortfalls attributable to COVID-19.All of such funds have been spent by the City to cover revenue shortfalls caused by the impacts of COVID-19.Similar developments occurred at the County.As a result, 43 2539 of 2719 no materially negative affect on the collection of Trust Fund Revenues resulted from the impacts of COYID-19. While the cost reduction strategies,and the CARES Act and ARPA funding described above helped the City and the County address certain anticipated negative impacts of COVID-19.and many of the effects of the COVID-19 pandemic were temporary.the pandemic altered the behavior of businesses and people in a manner that adversely affected global and local economies after pandemic generated restrictions were lifted.Similar or even greater effects could result from an outbreak of some other contagious disease,epidemic or pandemic.No assurance can be given that the changes produced by the outbreak of COVID-19,to the extent any negative impact continues.or an outbreak of some other contagious disease.epidemic or pandemic will not materially adversely affect the ability of the Agency to collect Trust Fund Revenues in the amounts currently anticipated,which could have an adverse impact on the payment of debt service on the Series 2025 Bonds. Climate Change The State of Florida is naturally susceptible to the effects of extreme weather events and natural disasters,including floods.droughts and hurricanes.The occurrence of such events and natural disasters can produce significant negative ecological,environmental and economic impacts.Such impacts can be exacerbated by a longer-term shift in the climate over several decades (commonly referred to as climate change),including increasing global temperatures and rising sea levels. Numerous scientific studies on global climate change conclude that,among other effects on the global ecosystem.extreme and abnormal temperature fluctuations have occurred globally and.without the implementation of measures to address the phenomenon,will continue to occur.Such occurrences have been determined by scientific studies to be the primary reason for current and projected increases in sea levels and for extreme weather events to occur in higher frequency and intensity.Projected changes in weather and tidal patterns place coastal areas like the City and the County at risk of substantial wind or flood damage over time,affecting private development and public infrastructure,including roads,utilities. emergency services.schools.and parks.As a result,global climate change increases the potential of considerable financial loss to the City and the County,including,without limitation.substantial losses in property and other tax revenues.In addition,many residents.businesses and governmental operations could be severely disabled for significant periods of time or displaced,and the City and the County could be required to mitigate these effects at a potentially material cost. The City is keenly aware of the risks from hurricanes and sea level rise.as are officials at the County.Consequently,advanced emergency management procedures and more stringent construction codes were implemented by the County and the State to reduce risks from hurricanes and flooding.In the City,since elevation is higher on the east side of the City,capital projects designed to reduce the negative impacts of sea level rise and to control flooding have been prioritized so that the installation of improvements designed to address the impact of climate change are initially concentrated on the west side of the City.In addition.to address issues related to climate change,the City developed three (3)areas of concentration:(i)accessing the best available science and engineering:(ii)addressing critical public infrastructure needs of the more vulnerable areas,while taking a deliberate and measured look at longer term strategies that reduce flood risks;and (iii)addressing private infrastructure through land use changes and guidance that reduces flood risks for historic and private property.The City also completed a vulnerability assessment of public assets to identify and prioritize vulnerable assets and develop flexible and responsive adaptations and mitigation measures,More detailed information concerning the City's 44 2540 of 2719 climate change assessments,strategies and initiatives is provided on the City's Rising Above web page at:http:www.mbrisingabove.com. Science and Engineering The City conducts infrastructure planning and land use changes based on scientific studies and information most applicable to the City concerning sea level rise and flood projections,along with local tidal and rainfall gauges.The City participates in the Southeast Florida Regional Climate Change Compact (the "Compact)and works regionally to collaborate on climate change issues.including sea level rise. The City has adopted the Compact's Unified Sea Level Rise Projection for Southeast Florida and uses such projection when planning,designing and constructing capital projects.The City also relies upon the climate change strategies described in the Compact's Regional Climate Action Plan.The Compact's Regional Climate Action Plan may be viewed on the Compact's website at: http :i/southeasttloridac I imatecornpact .org/. The City also was selected by the Rockefeller Foundation as part of its I 00 Resilient Cities initiative to create a resilience strategy with the County and the City of Miami in a unique partnership. referred to as the Greater Miami and the Beaches partnership.The partnership's focus is the development of strategies and initiatives to reduce climate change risks.The partnership's resilience strategy was adopted in July 2019 and many initiatives have been implemented.In 2019.as the I 00 Resilient Cities initiative came to a close.member cities and Chief Resilience Officers spearheaded the next phase of the initiative.which led to its transition into the Resilient Cities network.The City continues to work closely with the Resilient Cities network to plan measures designed to alleviate the shocks and stresses generated by the effects of climate change. Pub I ic Infrastructure One of the most critical natural defenses against storm surge and certain negative impacts of climate change is the County's renourished beaches and extensive coastal dune system on the east side of the City.Such beaches and coastal dune system serve as a vital buffer between coastal infrastructure and the impacts of wave action and surge during storm events. The United States Army Corps of Engineers (the "USACE")leads beach renourishment efforts with the County as the local sponsor.The City participates in stakeholder meetings and assists with facilitating logistics for renourishment.The USA CE 50-year plan for beach renourishment was signed in 2022.For information concerning such plan.see:https://www_.saj_usace_army_mil_MiamiDadeSRM. The most recent beach renourishment was completed in 2023 at an estimated cost of S40,468,000. The County is working with the USACE to secure funding for the next renourishmcnt project.The County has completed recent erosion assessments in the area and will complete a full survey and report over the summer in order to continue supporting a request for renourishment funding. The USACE is also leading the preparation of a Miami-Dade County Back Bay Coastal Storm Risk Management Feasibility Study.Areas in the City arc being focused on for non-structural improvements.such as building elevation and the flood proofing of critical infrastructure.Such alternatives are intended to incorporate protections to combat storm surge and sea level rise.The City implements the dune management plan,which includes active vegetation management to stabilize and grow the dune system (which reaches eighteen (18)feet at its highest point and nearly ten (I 0)feet on average). 45 2541 of 2719 The City was awarded a $1.3 million Resilient Florida grant to help maintain the dune system and allocates $290.000 annually for dune management projects. The City has operated in an aggressive manner to address the critical infrastructure needs of some of the more vulnerable areas of the City.The City has developed long-term programs and strategies for more public infrastructure improvements and has completed several major studies to facilitate such development and implementation.The City is also elevating seawalls it owns and integrating nature-based shorelines,when feasible,further fortifying resilience and improving environmental resources.In addition. the City recently updated its 2017 Vulnerability Assessment and Adaptation Plan through a Resilient Florida grant to consider additional sea level rise scenarios,adding critical community facilities and evaluating compound flooding.The Vulnerability Assessment was adopted by the City Commission in 2024.To accompany the Vulnerability Assessment,the City developed a draft Sea Level Rise Adaptation Plan.which is nearly complete and in the legislative approval process.The update positively influences the City's climate change and resiliency investments. The current stormwater program for the City includes a total of eighty-three (83)proposed pump stations,of which forty-eight (48)have been constructed and are in operation.The City also continues to use twenty-three (23)older generation pump stations that were bui It during a previous stormwater infrastructure program.Such older generation pump stations supplement the City's current resilience and flood mitigation program as new pump stations are being designed and constructed.Among other sources of funding,in calendar years 2015 and 2017.the City issued S100 million of Stormwater Revenue Bonds and in calendar year 2017.$85 million of Water and Sewer Revenue Bonds to implement infrastructure projects that will aid in the fight against the negative impacts of climate change.In 2018,the electors of the City approved the issuance of various series of general obligation bonds;approximately $200 million of such bonds are expected to be used to fund infrastructure projects that also will aid in the fight against the negative impacts of climate change.In addition,the City expects to utilize approximately SI 00 million in tax increment revenue from the County to fund infrastructure projects for sea level rise mitigation.The City is preparing.together with a consulting engineering firm retained for such purpose,an integrated water management plan that will establish a strategy and schedule for the implementation during the next five (5)to ten (I 0)years of infrastructure improvements designed to alleviate or prevent negative impacts expected to result from climate change. Recent improvements to the City's stormwater system have significantly increased the system's pipe and pumping capacity,enabling the system to handle more intense rainfall in some areas.In addition, roads have been elevated in the lowest lying areas of the City.As a result of such improvements,the City has avoided numerous tidal flooding incidents in recent years. Private Property Efforts have been made to increase resilience for private property as well as to reduce the risk of damage to historic properties.The City adopted the Resilience Code in 2023,replacing the former zoning code,to further address climate adaptation and resilience.The Resilience Code incorporates numerous land use code amendments adopted over the last few years in response to concerns emanating from the potential impact of climate change.Included among the measures adopted are the establishment of (i)a requirement for new homes to be built one (I)to five (5)feet higher than the Federal Emergency Management Agency ("FEMA")requirement:(ii)a minimum FEMA freeboard requirement for new construction and significant renovations throughout the City;(iii)sea level rise and resilience review criteria for use by land use boards in the City;(iv)an increase in allowable height of commercial property to provide additional ground floor height for future elevation of the first floor;(v)an increase in the 46 2542 of 2719 elevation required for seawalls in the City;(vi)an increase in required green space.with more setbacks for increased water permeability;and (vii)an increase in the elevation required for certain land areas. Among other actions taken to increase resilience for private property.the City recently implemented its private property adaptation program (the "PPA Program).The PPA Program offers up to $20,000 in matching funds for property owners that want to conduct flood risk assessments and undertake flood mitigation projects.To provide access to all property owners in the City.regardless of economic status,the PPA Program waives the matching cost requirement for eligible projects for low to moderate income property owners.Projects may include back flow prevention,mechanical and electrical flood protection,wet and dry floodproofing and green infrastructure.The City also adopted Buoyant City design guidelines for historic districts,anticipating the need of certain structures to elevate and adapt in place. Projections of the effects of global climate change on the City are complex and depend on many factors that are outside the control of the City.The scientific understanding of climate change and its effects continues to evolve.In the fourth quarter of 2024,the Compact undertook a review of its 2019 Regionally Unified Sea Level Rise Projection vis-a-vis updates from the National Oceanic and Atmospheric Administration's 2022 Sea Level Rise Technical Report,as well as observational trends in the sea level in the region.Based on the review,the Compact provided a 2024 statement as guidance for the continued use of the 2019 Regionally Unified Projection in Southeast Florida as a basis for resilience planning.design.and construction.The City continues to plan infrastructure improvements to reduce the risks from sea level rise and other adverse effects of climate change (e.g..the occurrence and frequency of 100-year storm events,hurricanes.and king tides).However.the City cannot predict the exact timing or precise magnitude of the adverse economic effects that may result from a severe weather event or the impacts of climate change.including.without limitation,material adverse effects on the business operations or financial condition of the City and the local economy during the term of the Series 2025 Bonds.While the effects of climate change may be mitigated by the City 's past and future investment in adaptation strategies,the City can give no assurance about the net effects of those strategies and whether the City will be required to take additional adaptive mitigation measures.If necessary,such additional measures could require significant capital resources in excess of the resources already contemplated by the City to be spent on adaptation strategies. Cybersecurity Computer networks and systems used for information transmission and collection are vital to the efficient operations of the City.City systems provide support to departmental operations and constituent services by collecting and storing sensitive information,including intellectual property,security information,proprietary business process information,information regarding suppliers and business partners.and personally identifiable information of customers.constituents and employees (collectively, "Computer Information").The secure processing.maintenance and transmission of Computer Information is critical to effective departmental operations and the appropriate provision of citizen services. Increasingly,governmental entities are being targeted by cyber-attacks seeking to obtain Computer Information or disrupt critical services.A rapidly changing cyber risk landscape may introduce new vulnerabilities that attackers and hackers can exploit in their efforts to effect breaches or service disruptions.Employee error and/or malfeasance may also contribute to a loss of Computer Information or other system disruptions. 47 2543 of 2719 Protocols A successful cybersecurity approach has multiple layers of protection spread across the computers, networks,programs.and Computer Information that is to be protected.The City endeavors to integrate its employees.computer processes.and technology to create an effective defense against cyber-attacks. The City currently utilizes a global research and advisory firm that specializes in providing technology and computer system consultation to guide the development and growth of its cybersecurity protections.For its core infrastructure.the City relies on,among other protections.a combination of industry leading, enterprise grade firewalls,network access controls,intrusion detection systems,email and web filtering. advanced traffic analysis,endpoint protections,encryption.and digital rights management.There is proactive monitoring of internal and external systems,with real time monitoring solutions and the use of computer security best practices.The City provides yearly mandated security training for all City staff, ongoing instruction and certifications for technical staff,and participation in industry acknowledged educational conferences and training.The City reviews its cybersecurity protocols on an ongoing basis to stay abreast of emerging and effective procedures and measures. Threat Response The City can respond to cybersecurity threats in many ways.depending on the severity and mode of attack.The City has internal internet technology staff that it can use to respond to a cybersecurity threat,including,without limitation,network administrators,database administrators,systemadministrators and analysts and field technicians.Additionally,the City has internet security vendors on retainer to provide industry expertise that can be quickly accessed to respond to and remedy a cybersecurity incident. Budgetary funds are also available to secure the services of other professional consultants to respond to a cybersecurity incident,if needed.The City's Security Operations Center monitors computer and network logs for cybersecurity issues,constantly scanning infrastructure for vulnerabilities.In addition,the City has other systems to monitor inbound and outbound traffic and to respond automatically with counter measures when cybersecurity abnormalities occur. The City regularly refines and seeks to improve its cybersecurity risk management policies and procedures and regularly trains employees to comply with cybersecurity regulatory requirements.It also maintains cyber risk insurance to help mitigate its exposure to security attacks that are known to cripple an organization's technology system and/or fraudulently confiscate funds. While City cybersecurity and operational safeguards are periodically tested,no assurances can be given that such measures will ensure protection against all cybersecurity threats or attacks.Cybersecurity breaches could damage or compromise the City's computer network and the confidentiality,integrity.or availability of the City's computer system or the Computer Information.The potential disruption,access. modification,disclosure or destruction of Computer Information could result in the interruption of City commerce,the initiation of legal claims or proceedings.liability under laws that protect the privacy of personal information.regulatory penalties,and the loss of confidence in City functions,which could adversely affect City revenues or cause a material disruption in the City's operations or the appropriate provision of City services.The costs of remedying any such damage or protecting against future attacks could be substantial and in excess of the maximum amount of the City's cyber risk insurance policy. Further.the litigation to which the City could be exposed following a cybersecurity breach could be significant.which could cause the City to incur material costs related to such legal claims or proceedings. 48 2544 of 2719 RISK FACTORS General The following is intended only as a summary of certain risk factors accompanying an investment in the Series 2025 Bonds and is not intended to be exhaustive of all potential risks.In order to allow potential investors to identify risk factors and make an informed investment decision,a potential investor should be thoroughly familiar with this entire Official Statement and the appendices hereto and should have accessed whatever additional financial and other information it has deemed necessary to make its decision to invest in the Series 2025 Bonds. The Agency's ability to collect Trust Fund Revenues in amounts sufficient to satisfy the Debt Service Requirement for the Series 2025 Bonds depends upon numerous factors.most of which are not within the control of the Agency.Further.additional and as-yet-unforeseeable circumstances may develop that may significantly affect the ability of the Agency to collect Trust Fund Revenues in an amount sufficient to comply with all of the financial obligations of the Agency.including obligations created by the issuance of the Series 2025 Bonds.Purchasers of the Series 2025 Bonds are advised to consult their financial advisors as to the financial implications of investing in the Series 2025 Bonds and their tax advisors as to the tax consequences of purchasing or holding the Series 2025 Bonds.Described below are certain factors that could affect the Agency or its operations.including the ability of the Agency to pay principal of and interest on the Series 2025 Bonds.Also.see INVESTMENT CONSIDERATIONS" herein for a description of certain matters that should be considered in connection with any decision to purchase Series 2025 Bonds. Limited Obligation of Agency Payment from Pledged Funds Only The ability of the Agency to make timely payments of the principal of and interest on the Series 2025 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 Series 2025 Bonds are not general obi igations 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.None of the City.the Agency,the County or the State or any political subdivision of the foregoing.has any obligation or power under the Bond Resolution or under Florida law to levy any taxes in order to pay debt service on the Series 2025 Bonds or to 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 Series 2025 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 Series 2025 Bonds. 49 2545 of 2719 Tax Increment Financing Concentration of Revenues A significant portion of the Trust Fund Revenues received by the Agency is from large residential or 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 naturally subject),could significantly reduce the Trust Fund Revenues that can be collected by the Agency which could,in tum.have a material adverse impact on the ability of the Agency to pay debt service on the Series 2025 Bonds. Competition from Comparable Development Projects The current growth strategy for the Redevelopment Area is in competition with other communities located outside the Redevelopment Arca 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 Series 2025 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 Series 2025 Bonds is dependent upon the strength of the taxable value of real property in the Redevelopment Arca.Such value decreased when the general downturn in the economy occurred and specifically.in the real estate market throughout the State.Numerous events could occur that could 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 naturally subject).public acquisition of property within the Redevelopment Arca 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.international currency fluctuations,increased national or international restrictions 50 2546 of 2719 on travel or other increased national or international barriers to tourism or trade,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 Series 2025 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 Series 2025 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 Series 2025 Bonds. No Feasibility Consultant This Official Statement provides historical information and projections to demonstrate that the Redevelopment Arca generates.and is expected to continue to generate,sufficient Trust Fund Revenues to pay debt service on the Series 2025 Bonds.See "TRUST FUND REVENUES"herein.ln connection with the issuance of the Series 2025 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 satisfy Debt Service Requirements.no forecasts or projections of Trust Fund Revenues.that have been independently verified by a consultant experienced in such matters,are included in this Official Statement. Future Developments Convention Center Hotel The City has contracted with a major developer to construct the Convention Center Hotel adjacent to the Convention Center.The Convention Center Hotel is in the early stages of construction and is being built on public land at the corner of 17 Street and Convention Center Drive,directly behind the Fillmore Miami Beach at the Jackie Gleason Theater.When complete,the Convention Center Hotel will be an eight hundred (800)room.thirty (30)story.up-scale facility that will connect directly to the Convention Center.Financing for the construction involves several sources,including bonds issued by a non-Florida entity to provide S75.000.000 of proceeds to pay a portion of the cost of constructing certain related public improvements.The payment of debt service and costs related to the issuance of such bonds is secured 51 2547 of 2719 by the Grant Agreement,which requires the Agency to utilize available Trust Fund Revenues to facilitate such payment.See "THE AGENCY -RDA Interlocal Agreement -General -Sixth Amendment"herein. Since the land on which the Convention Center Hotel is being built constitutes public land.the developer was required to enter into a long-term ground lease with the City,which provides conditions for the hotel development.Significant increases in Trust Fund Revenues are expected to result from the construction and operation of the Convention Center Hotel.Such construction and operation is expected to occur as planned.However.no assurance can be given that current plans will be achieved.Failure to develop the Convention Center Hotel in the manner and/or time period contemplated could reduce the positive economic impact in the Redevelopment Area that the Convention Center Hotel is expected to generate. 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,arc 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.A II 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 Fiscal Year 2024 were S At September 30,2024.the Agency did not have a net pension obligation or a net pension asset. More detailed information concerning the Plans may be obtained from the City's Annual Comprehensive Financial Report for the Fiscal Year ended September 30.2024 and.in particular,Note [I6]of such Financial Report.Such Financial Report is available on the City's website at 52 2548 of 2719 and also may be obtained by contacting the City directly.See "INTRODUCTION" herein. Other Post Employment Benefits Plan Description In accordance with Section 112.0801.Florida Statutes.the City is required to permit eligible retirees and their eligible dependents to participate in the City's health insurance program at a cost to the retirees that is no greater than the cost at which coverage is available for active employees.Although not required by law.the City pays a portion of such cost of participation for its retirees.The City also provides life insurance to the retirees. In June 2015,the Governmental Accounting Standard's Board ("GASB")issued Statement No. 75,"Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions"("GASB 75").GASB 75 replaces the requirements of GASB Statement No.45,"Accounting and Financial Reporting by Employers for Postemployment Benefits Other Than Pensions,"as amended.and GASB Statement No.57."OPEB Measurements by Agent Employers and Agent Multiple-Employer Plans."The objective of GASB 75 is to improve the financial reporting by state and local governments for postemployment benefits other than pensions ("OPEB")and improve information for OPEB that is provided by other entities.The provisions of GASB 75 became effective beginning with the financial statements of the City for the Fiscal Year ended September 30,2018.While GASB 75 requires recognition and disclosure of the unfunded OPEB liability.there is no requirement that the liabi lity of such plan be funded.The City's single employer OPEB Plan (the "OPEB Plan")currently provides the following post employment benefits: (a)Health and Dental Insurance-Employees of the City hired prior to March 18, 2006 are eligible to receive a fifty percent (50%)health insurance contribution of the total premium cost.At age sixty-five (65),if the retiree is eligible for Medicare Part B,the City contributes fifty percent (50%)of the Medicare Part B payment.Employees hired after March 18,2006,after vesting in City's retirement plans.are eligible to receive an offset to the retiree premium equal to SI O per year of credible service.up to a maximum of $250 per month until age sixty-five (65)and S5 per year of credible service up to a maximum of S 125,thereafter. (b)Life Insurance -Employees of the City arc eligible to receive a life insurance benefit of S 1.000 towards the cost of such insurance. Funding of OPEB Plan The City has the authority to establish and amend the funding policy of the OPEB Plan.For the Fiscal Year ended September 30,2024.the City paid $18,703.595 in OPEB benefits on a pay-as-go basis. The City 's net OPEB obligation as of September 30,2024,was $34O125.894.The City intends to consider future OPEB Trust contributions each year during the annual budget process.However,no OPEB Trust contributions are legally or contractually required. The annual cost (expense)of the OPEB Plan is calculated based on the annual required contribution,an amount actuarially determined in accordance with the parameters of GASB 75.The annual required contribution represents a level of funding that.if paid on an ongoing basis.is projected 53 2549 of 2719 to cover the normal cost each year and amortize any unfunded actuarial liability over a period not to exceed thirty (30)years. More detailed information concerning OPEB may be obtained from the City's Annual Comprehensive Financial Report for the Fiscal Year ended September 30,2024.and,in particular,Note [17]of such Financial Report.Such Financial Report is available on the City's website at and also may be obtained by contacting the City directly.Sec ·INTRODUCTION"herein. LEGAL MATTERS Certain legal matters incident to the issuance of the Series 2025 Bonds and with regard to the tax- exempt status of the interest on the Series 2025 Bonds (see "TAX MATTERS"herein)are subject to the legal opinion of Squire Patton Boggs (US)LLP,Miami,Florida,Bond Counsel to the Agency.The signed legal opinion of Bond Counsel.substantially in the form attached hereto as APPENDIX D,dated and premised on law in effect as of the date of issuance of the Series 2025 Bonds.will be delivered on the date of issuance of the Series 2025 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 2025 Bonds that may be prepared or made available by the Agency,the Underwriters or others to the Holders of the Series 2025 Bonds or other parties. Certain legal matters incident to the issuance of the Series 2025 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 premised on law in effect as of the date of original delivery of the Series 2025 Bonds.will be delivered to the Agency by Disclosure Counsel at the time of original delivery of the Series 2025 Bonds.The proposed text of the legal opinion of Disclosure Counsel is set forth as APPENDIX E to this Official Statement.The actual legal opinion to be delivered may vary from that text if necessary to reflect facts and law on the date of delivery.The opinion will speak only as of its date.and subsequent distribution of it by recirculation of this Official Statement or otherwise shall create no implication that Disclosure Counsel has reviewed or expresses any opinion concerning any of the matters referenced in the opinion subsequent to its date of issuance. Certain legal matters will be passed on for the Agency by Ricardo J.Dopico,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 2025 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 54 2550 of 2719 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 2025 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 2025 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 2025 Bonds. ENFORCEABILITY OF REMEDIES The remedies available to the owners or the Series 2025 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 2025 Bonds may not be readily available or may be limited.The various legal opinions to be delivered concurrently with the delivery of the Series 2025 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). TAX MATTERS General In the opinion of Squire Patton Boggs (US)LLP.Bond Counsel.under existing law:(i)interest on the Series 2025 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986.as amended (the "Code")and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals,and (ii)the Series 2025 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 2025 Bonds. The opinion on federal tax matters will be based on and will assume the accuracy of certain representations and certifications,and continuing compliance with certain covenants,of the Agency contained in the transcript of proceedings and that are intended to evidence and assure the foregoing, including that the Series 2025 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 55 2551 of 2719 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 2025 Bonds from gross income for federal income tax purposes but is not a guaranty of that conclusion.The opinion is not binding on the Internal Revenue Service (the "IRS")or any court. Bond Counsel expresses no opinion about (i)the effect of future changes in the Code and the applicable regulations under the Code or (ii)the interpretation and the enforcement of the Code or those regulations by the IRS. The Code prescribes a number of qualifications and conditions for the interest on state and local government obligations to be and to remain excluded from gross income for federal income tax purposes, some of which require future or continued compliance after issuance of the obligations.Noncompliance with these requirements by the Agency may cause loss of such status and result in the interest on the Series 2025 Bonds being included in gross income for federal income tax purposes retroactively to the date of issuance of the Series 2025 Bonds.The Agency has covenanted to take the actions required of it for the interest on the Series 2025 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 2025 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 2025 Bonds or the market value of the Series 2025 Bonds. Interest on the Series 2025 Bonds may be subject:(1)to a federal branch profits tax imposed on certain foreign corporations doing business in the United States;(2)to a federal tax imposed on excess net passive income of certain S corporations;and (3)to the alternative minimum tax imposed under Section 55(b)of the Code on "applicable corporations"(within the meaning of Section 59k)of the Code). Under the Code,the exclusion of interest from gross income for federal income tax purposes may have certain adverse federal income tax consequences on items of income,deduction or credit for certain taxpayers.including financial institutions,certain insurance companies.recipients of Social Security and Railroad Retirement benefits,those that are deemed to incur or continue indebtedness to acquire or carry tax-exempt obligations,and individuals otherwise eligible for the earned income tax credit.The applicability and extent of these and other tax consequences will depend upon the particular tax status or other tax items of the owner of the Series 2025 Bonds.Bond Counsel will express no opinion regarding those consequences. Payments of interest on tax-exempt obligations.including the Series 2025 Bonds,are generally subject to IRS Form 1099-NT information reporting requirements.If a Series 2025 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 2025 Bonds ends with the issuance of the Series 2025 Bonds,and,unless separately engaged.Bond Counsel is not obligated to defend the Agency or the owners of the Series 2025 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 docs audit the 56 2552 of 2719 Series 2025 Bonds.under current IRS procedures.,the IRS will treat the Agency as the taxpayer and the beneficial owners of the Series 2025 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 2025 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 2025 Bonds. Prospective purchasers of the Series 2025 Bonds upon their original issuance at prices other than the respective prices indicated on the inside cover page of this Official Statement.and prospective purchasers of the Series 2025 Bonds at other than their original issuance,should consult their own tax advisors regarding other tax considerations such as the consequences of market discount,as to all of which Bond Counsel expresses no opinion. Risk of Future Legislative Changes and/or Court Decisions Legislation affecting tax-exempt obligations is regularly considered by the United States Congress and may also be considered by the State legislature.Court proceedings may also be filed.the outcome of which could modify the tax treatment of obligations such as the Series 2025 Bonds.There can be no assurance that legislation enacted or proposed,or actions by a court,after the date of issuance of the Series 2025 Bonds will not have an adverse effect on the tax status of interest or other income on the Series 2025 Bonds or the market value or marketability of the Series 2025 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 2025 Bonds from gross income for federal or state income tax purposes for all or certain taxpayers. For example,federal tax legislation that was enacted on December 22,2017 reduced corporate tax rates.modified individual tax rates.eliminated many deductions.repealed the corporate alternative minimum tax that was in effect at that time,and eliminated the tax-exempt advance refunding of tax-exempt bonds and tax-advantaged bonds,among other things.Additionally.investors in the Series 2025 Bonds should be aware that future legislative actions might increase,reduce or otherwise change (including retroactively)the financial benefits and the treatment of all or a portion of the interest on the Series 2025 Bonds for federal income tax purposes for all or certain taxpayers.In all such events,the market value of the Series 2025 Bonds may be affected and the ability of holders to sell their Series 2025 Bonds in the secondary market may be reduced. Investors should consult their own financial and tax advisors to analyze the importance of these risks. Original Issue Discount and Original Issue Premium Certain of the Series 2025 Bonds ("Discount Series 2025 Bonds")may be offered and sold to the public at an original issue discount ("OID").OID is the excess of the stated redemption price at maturity (the principal amount)over the "issue price"of a Discount Series 2025 Bond.The issue price of a Discount Series 2025 Bond is the initial offering price to the public (other than to bond houses,brokers or similar persons acting in the capacity of underwriters or wholesalers)at which a substantial amount of the Discount Series 2025 Bonds of the same maturity is sold pursuant to that offering.For federal income tax purposes,OID accrues to the owner of a Discount Series 2025 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 57 2553 of 2719 Series 2025 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 2025 Bonds.and (ii)is added to the owner's tax basis for purposes of determining gain or loss on the maturity.redemption.sale or other disposition of that Discount Series 2025 Bond.A purchaser of a Discount Series 2025 Bond in the initial public offering at the price described above for that Discount Series 2025 Bond who holds that Discount Series 2025 Bond to maturity will realize no gain or loss upon the retirement of that Discount Series 2025 Bond. Certain of the Series 2025 Bonds ("Premium Series 2025 Bonds")may be offered and sold to the public at a price in excess of their stated redemption price at maturity (the principal amount).That excess constitutes bond premium.For federal income tax purposes,bond premium is amortized over the period to maturity of a Premium Series 2025 Bond.based on the yield to maturity of that Premium Series 2025 Bond (or,in the case of a Premium Series 2025 Bond callable prior to its stated maturity,the amortization period and yield may be required to be determined on the basis of an earlier call date that results in the lowest yield on that Premium Series 2025 Bond).compounded semiannually.No portion of that bond premium is deductible by the owner of a Premium Series 2025 Bond.For purposes of determining the owner's gain or loss on the sale.redemption (including redemption at maturity)or other disposition of a Premium Series 2025 Bond.the owner's tax basis in the Premium Series 2025 Bond is reduced by the amount of bond premium that is amortized during the period of ownership.As a result,an owner may realize taxable gain for federal income tax purposes from the sale or other disposition of a Premium Series 2025 Bond for an amount equal to or less than the amount paid by the owner for that Premium Series 2025 Bond.A purchaser of a Premium Series 2025 Bond in the initial public offering who holds that Premium Series 2025 Bond to maturity (or.in the case of a callable Premium Series 2025 Bond.to its earlier call date that results in the lowest yield on that Premium Series 2025 Bond)will realize no gain or loss upon the retirement of that Premium Series 2025 Bond. Ow ners of D iscount Series 2025 B onds and Prem ium Series 2025 B onds should consult their ow n tax adviso rs as to the determ ination for federal incom e tax purposes of the existence of OID or bond prem ium ,the determ ination for federal incom e tax purposes of the am ount of OID or bond prem ium properly accru able or am ortizable in any period with respect to the Discount Series 2025 B onds or P remi um Series 2025 Bonds,other federa l tax consequences in respect of 0ID and bond p rem iu m ,and the treatm ent of 0 ID and bond prem ium for purposes of state and local tax es on,or based on,incom e. CONTINUING DISCLOSURE The Agency will covenant for the benefit of the holders of the Series 2025 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 ending September 30,2025 (the "Annual Report),and to provide,or cause to be provided,notices of the occurrence of certain enumerated events.The Annual Report and notices of events will be filed with the Municipal Securities Rulemaking Board (the "MSRB").Digital Assurance Certification LLC ("DAC") will act as the initial disclosure dissemination agent for the Agency.The specific nature of the information to be contained in the Annual Report and the notices of events is contained in "APPENDIX F-Form of Disclosure Dissemination Agent Agreement."These covenants have been made in order to assist the Underwriters in complying with Rule l 5c2-l 2 of the Securities and Exchange Commission (the SEC"). 58 2554 of 2719 Within the last five ()years the Agency has complied in all material respects with its previous undertakings made with respect to SEC Rule I5c2-12(b)(5).Any failure to comply with the provisions of the Disclosure Dissemination Agent Agreement relating to the Series 2025 Bonds shall not constitute a default under the Bond Resolution and any failure of the Agency to comply with its previous continuing disclosure undertakings are not defaults under the authorizing resolutions or disclosure agreements pursuant to which prior continuing disclosure undertakings were created. Documents required to be filed pursuant to the Agency 's continuing disclosure undertakings are currently on file and available electronically from the MSRB at http:emma.msrb_orgy_.Information regarding the Series 2025 Bonds and other outstanding bonds of the Agency may be found at the DAC internet site,"http/www_dacbond.com." FINANCIAL STATEMENTS 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 30,2024 and the report of RSM US LLP. independent certified public accountants ("RSM US").in connection therewith.dated .2025. are included in APPENDIX B to this Official Statement as part of the public records of the Agency.Such reports contain infonnation relating to the Agency and the Trust Fund Revenues. The consent of RSM US was not requested for the reproduction of its audit report in this Official Statement.The auditor has performed no services in connection with the preparation of this Official Statement and is not associated with the offering of the Series 2025 Bonds. RATINGS [Moody's Ratings ("Moody 's")and S&P Global Ratings,a division of Standard &Poor's Financial Services LLC ("S&P"),are expected to assign ratings of"with a"outlook," and""with a "outlook,"respectively,to the Insured Series 2025 Bonds,with the understanding that upon delivery of the Insured Series 2025 Bonds the Bond Insurance Policy will be issued by the Bond Insurer.See "MUNICIPAL BOND INSURANCE"herein.In addition,Moody 's has assigned to the Series 2025 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 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 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,38 Floor,New York,New York 10041,(212)438-2124. Generally.a rating agency bases its rating and outlook,if assigned,on the information and materials furnished to it and on investigations,studies and assumptions of its own.A securities rating and outlook is not a recommendation to buy,sell or hold securities.There is no assurance that the rating and outlook provided by Moody's and S&P.respectively.will continue for any given period of time or that they will not be revised downward or withdrawn entirely by such rating agencies if,in their judgment, circumstances so warrant.Any downward revision or withdrawal of such ratings or outlooks may have an adverse effect on the market price of the Series 2025 Bonds. 59 2555 of 2719 FINANCIAL ADVISOR The Agency has retained PFM Financial Advisors LLC.Coral Gables,Florida,as financial advisor with respect to the authorization and issuance of the Series 2025 Bonds (the ..Financial Advisor).The Financial Advisor has assisted in the preparation of this Official Statement and in other matters relating to the planning,structuring and issuance of the Series 2025 Bonds.The Financial Advisor is not obligated to undertake and has not undertaken to make an independent verification of_or to assume responsibility for.the accuracy.completeness or fairness of the information contained in this Official Statement. The Financial Advisor is an independent,registered municipal advisory firm.The Financial Advisor is not engaged in the business of underwriting,marketing or trading of municipal securities. Investors should not base any investment decision on the fact that the Financial Advisor has advised the Agency on matters relating to the issuance of the Series 2025 Bonds. UNDERWRITING The Series 2025 Bonds are being purchased by BofA Securities,In.("BofA Securities"),acting as senior managing underwriter on behalf of itself and TRB Capital Markets,LLC d/b'a Estrada 1-1 inojosa, Jefferies LLC ("Jefferies"),PNC Capital Markets.LLC ("PNCCM")and Raymond James &Associates, Inc.(collectively,with BofA Securities,the "Underwriters"),subject to certain terms and conditions set forth in the bond purchase agreement between the Agency and the Underwriters,including the delivery of opinions on certain legal matters relating to the issuance of the Series 2025 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 2025 Bonds are being purchased at a purchase price of S (which represents the S principal amount of the Series 2025 Bonds.[plus /minus a net original issue premium'discount of S]minus an Underwriters'discount of S .The Series 2025 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 2025 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. BofA Securities,the senior manager for the Underwriters,has entered into a distribution agreement with its affiliate,Merrill Lynch.Pierce,Fenner &Smith Incorporated ("MLPF&S").As part of this arrangement,BofA Securities may distribute securities to MLPF&S,which may in turn distribute such securities to investors through the financial advisor network of MLPF&S.As part of this arrangement, BofA Securities may compensate MLPF&S as a dealer for its selling efforts with respect to the Series 2025 Bonds. Jefferies,one of the Underwriters,has entered into an agreement (the "Agreement")with ETRADE Securities LLC ("ETRADE")for the retail distribution of municipal securities.Pursuant to the Agreement,Jefferies will sell Series 2025 Bonds to ETRADE and will share a portion of its selling concession compensation with ETRADE. PNCCM.one of the Underwriters,and PNC Bank,National Association are both wholly-owned subsidiaries of The PNC Financial Services Group,Ine.PNCCM is not a bank,and is a distinct legal entity from PNC Bank,National Association.PNCCM may offer to sell to its affiliate.PNC Investments, 60 2556 of 2719 LLC ("PNCT)securities in PNCCM's inventory for resale to PNCI's customers.PNC Bank,National Association may enter into banking and financial relationships with the Agency. In addition to the foregoing,the Underwriters may have entered into distribution agreements with other broker-dealers (that have not been designated by the Agency as an underwriter)for the distribution of the Series 2025 Bonds at the original issue prices.Such agreements generally provide that the relevant underwriter will share a portion of its underwriting compensation or selling concession with such broker- dealers. The Underwriters and their respective affiliates are full service financial institutions engaged in various activities,which may include sales and trading,commercial and investment ban.king,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. Bond Counsel and Disclosure Counsel may,from time-to-time.serve as counsel to one or more of the Underwriters on matters unrelated to the issuance of the Series 2025 Bonds. VERIFICATION OF MATHEMATICAL COMPUTATIONS The arithmetical accuracy of certain computations included in the schedules provided by PFM Financial Advisors LLC relating to the computation of forecasted receipts of principal and interest on the Government Obligations and uninvested cash to pay and redeem the Refunded Bonds was verified by _____,as the Verification Agent.Such computations were based solely upon assumptions and information supplied by the Financial Advisor. The Verification Agent has restricted its procedures to examining the arithmetical accuracy of certain computations included in the schedules provided by the Financial Advisor.The Verification Agent has not made any study or evaluation of the assumptions and information upon which the computations arc 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 Agency has retained Bond Counsel,Disclosure Counsel and the Financial Advisor with respect to the authorization,sale,execution and delivery of the Series 2025 Bonds.[The Financial Advisor may also receive a fee for conducting a competitive bidding process regarding the investment of certain proceeds of the Series 2025 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 2025 Bonds. 61 2557 of 2719 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Section 517.051.Florida Statutes,and Rule 69W-4O0.003.Florida Administrative Code,require 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 69W-400.003 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 2025 Bonds,the Chairperson 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 2025 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 Chairperson and the Executive Director of the Miami Beach Redevelopment Agency. MIAMI BEACH REDEVELOPMENT AGENCY STEVEN MEINER.Chairperson ERIC CARPENTER.Executive Director 62 2558 of 2719 APPENDIX A General Information and Economic Data Regarding the City of Miami Beach,Florida and Miami-Dade County,Florida 2559 of 2719 APPENDIX B Financial Report of the Miami Beach Redevelopment Agency (A Component Unit of the City of Miami Beach,Florida) for the Fiscal Year Ended [September 30,2024] 64 2560 of 2719 APPENDIX C The Bond Resolution 2561 of 2719 APPENDIX D Proposed Form of Opinion of Bond Counsel 2562 of 2719 APPENDIX E Proposed Form of Opinion of Disclosure Counsel 2563 of 2719 Date of Delivery Chairperson and Board of Commissioners Miami Beach Redevelopment Agency 1700 Convention Center Drive Miami Beach,Florida 33139 $* MIAMI BEACH REDEVELOPMENT AGENCY Tax Increment Revenue Refunding Bonds Series 2025 (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 S in aggregate principal amount of Tax Increment Revenue Refunding Bonds,Series 2025 (City Center/Historic Convention Village)(the "Series 2025 Bonds ").The Series 2025 Bonds arc being issued with the terms.for the purposes and subject to the conditions set forth in Resolution No.619-2015 adopted by the Chairperson and members of the Agency (collectively,the "Commission")on October 14,2015,as supplemented by Resolution No. 2025 adopted by the Commission on ,2025,and by Resolution No.2025-adopted by the Mayor and City Commission of the City of Miami Beach,Florida on 2025.as described in the Preliminary Official Statement dated ,2025 relating to the Series 2025 Bonds (the "Preliminary Official Statement")and in the Official Statement dated2025 relating to the Series 2025 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 2025 Bonds.To the extent that the opinions expressed herein relate to or arc dependent upon the determination that the proceedings and actions related to the authorization, issuance and sale of the Series 2025 Bonds are lawful and valid under the laws of the State of Florida, or that the Series 2025 Bonds are valid and binding obligations of the Agency enforceable in accordance with their terms,or that interest on the Series 2025 Bonds is excluded from the gross income of the owners thereof for federal income tax purposes.or that the Series 2025 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 2025 Bonds was not to establish factual matters and,because of the wholly or partially non-legal character of many of the determinations involved in the preparation of the Preliminary Official Statement and the Official Statement.we arc not passing on and do not assume any responsibility for,except as set forth in the immediately succeeding paragraph.the accuracy or completeness of the contents of the Preliminary Official Statement and the Official Statement (including.without limitation,its appendices)and we make E-I 2564 of 2719 Chairperson and Board of Commissioners Miami Beach Redevelopment Agency Date of Delivery Page 2 no representation that we have independently verified the accuracy,completeness or fairness of such contents.As Disclosure Counsel to the Agency,we have participated in the preparation of the Preliminary Official Statement and 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 ..Counsel to the Underwriters,in which the contents of the Preliminary Official Statement and the Official Statement and related matters were discussed. Solely on the basis of our participation in the preparation of the Preliminary Official Statement and the Official Statement.our examination of certificates.documents.instruments and records relating to the Agency and the issuance of the Series 2025 Bonds and the above-mentioned discussions,nothing has come to our attention which would lead us to believe that the Preliminary Official Statement (other than permitted omissions.as described in Rule I5c2-12 promulgated under the Securities Exchange Act of 1934,as amended),as of its date,and the Official Statement.as of its date and as of the date hereof (except for the financial statistical and demographic data and information in the Preliminary Official Statement and the Official Statement,including.without limitation,the appendices thereto,the information relating to OTC.its operations and the book-entry only system.I the Bond Insurer and the Bond Insurance Policy.,]and the information under the caption "UNDER WRITING"as to which no opinion is expressed), contains an untrue statement of a material fact or omits to state a material fact that is necessary to make the statements therein,in light of the circumstances under which they were made,not misleading. In reaching the conclusions expressed herein we have,with your concurrence,assumed and relied on,without independent verification,the genuineness and authenticity of all signatures not witnessed by us,the authenticity of all documents,records,instruments and letters submitted to us as originals,the conformity to originals of all items submitted to us as certified or photostatic copies,the legal capacity and authority of the persons who executed such items,the accuracy of all warranties,representations and statements of fact contained in the documents and instruments submitted to us,and the continuing accuracy on this date of any certificates or other items supplied to us regarding the matters addressed herein.As to questions of fact material to our opinions,we have relied upon and assumed the correctness of the public records and certificates by,and representations of,public officials and other officers,and representatives of the parties to this transaction.We have no actual knowledge of any factual information that would lead us to form a legal opinion that the public records or certificates which we have relied upon contain any untrue statement of a material fact. The opinions expressed herein are based upon existing law as of the date hereof and we express no opinion herein as of any subsequent date or with respect to any pending legislation.We assume no obligation to supplement this opinion if any applicable laws change after the date hereof or if we become aware of any facts that might change the opinions expressed herein after the date hereof.The opinions expressed herein represent our professional judgment,are not a guarantee of result,and are limited to the laws of the State of Florida and the United States of America. The opinions expressed herein are furnished by us as Disclosure Counsel to our client,the Agency, solely for the use of the addressee named above and only in connection with the transaction to which E-2 2565 of 2719 Chairperson and Board of Commissioners Miami Beach Redevelopment Agency Date of Delivery Page 3 reference is made above.Such opinions shall not extend to.and may not be used or relied upon by.any other person.firm,or corporation for any purpose whatsoever without our express prior written consent. The opinions expressed herein arc limited to the matters set forth herein,and to the documents referred to herein.and do not extend to any other agreements.documents or instruments executed by the Agency. No other opinion should be inferred beyond the matters expressly stated herein. Respectfully submitted, LAW OFFICES OF STEVE E.BULLOCK.P.A. E-3 2566 of 2719 APPENDIX F Form of Disclosure Dissemination Agent Agreement 2567 of 2719 DISCLOSURE DISSEMINATION AGENT AGREEMENT This Disclosure Dissemination Agent Agreement (the Disclosure Agreement"),dated as of ,2025,is executed and delivered by the Miami Beach Redevelopment Agency (the "Issuer")and Digital Assurance Certification LLC,as exclusive Disclosure Dissemination Agent (the "Disclosure Dissemination Agent"or "DAC)for the benefit of the Holders (hereinafter defined)of the Bonds (hereinafter defined)and in order to provide certain continuing disclosure with respect to the Bonds in accordance with Rule I5c2-1 2 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 I.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 CU SIP numbers for all Bonds to which the document applies. 1102907 174\2\AMERICAS 2568 of 2719 "Disclosure Dissemination Agent"means Digital Assurance Certification LLC,acting in its capacity as Disclosure Dissemination Agent hereunder,or any successor Disclosure Dissemination Agent designated in writing by the Issuer pursuant to Section 9 hereof "Disclosure Representative"means the 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. "Financial obligation"means a (i)debt obligation;(ii)derivative instrument entered into in connection with,or pledged as a security or a source of payment for,an existing or planned debt obligation;or (iii)guarantee of (i)or (ii).The term "financial obligation"shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. "Force Majeure Event"means:(i)acts of God,war,or terrorist action;(ii)failure or shut-down of the Electronic Municipal Market Access system maintained by the MSRB;or (iii) to the extent beyond the Disclosure Dissemination Agent's reasonable control,interruptions in telecommunications or utilities services,failure,malfunction or error of any telecommunications, computer or other electrical,mechanical or technological application,service or system, computer virus,interruptions in Internet service or telephone service (including due to a virus, electrical delivery problem or similar occurrence)that affect Internet users generally,or in the local area in which the Disclosure Dissemination Agent or the MSRB is located,or acts of any government,regulatory or any other competent authority the effect of which is to prohibit the Disclosure Dissemination Agent from performance of its obligations under this Disclosure Agreement. "Holder"means any person (a)having the power,directly or indirectly,to vote or consent with respect to,or to dispose of ownership of,any Bonds (including persons holding Bonds through nominees,depositories or other intermediaries)or (b)treated as the owner of any Bonds for federal income tax purposes. "Information"means the Annual Financial Information,the Audited Financial Statements (if any),the Notice Event notices,the Failure to File Event notices and the Voluntary Reports. "MSRB"means the Municipal Securities Rulemaking Board established pursuant to Section 15B(b )(I)of the Securities Exchange Act of 1934. "Notice Event"means any of the events enumerated in paragraph (b)5)i)(C)of the Rule and listed in Section 4(a)of this Disclosure Agreement. "Obligated Person"means any person,including the Issuer,who is either generally or through an enterprise,fund,or account of such person committed by contract or other arrangement to support payment of all,or part of the obligations on the Bonds (other than providers of municipal bond insurance,letters of credit,or other liquidity facilities). 2 1102907174\2\AMERICAS 2569 of 2719 Official Statement means that Official Statement prepared by the Issuer in connection with the Bonds. "Voluntary Report"means the infonnation provided to the Disclosure Dissemination Agent by the Issuer pursuant to Section 7. SECTION 2.Provision of Annual Reports. (a)The Issuer shall provide,annually,an electronic copy of the Annual Report and Certification to the Disclosure Dissemination Agent,not later than thirty (30)days prior to the Annual Filing Date.Promptly upon receipt of an electronic copy of the Annual Report and the Certification,the Disclosure Dissemination Agent shall provide an Annual Report to the MSRB not later than two hundred forty (240)days after the end of each Fiscal Year,commencing with the Fiscal Year ended September 30,2024.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 I 0:00 a.m.Easter time on the Annual Filing Date (or,if such Annual Filing Date falls on a Saturday,Sunday or holiday,then the first business day thereafter)for the Annual Report,a Failure to File Event shall have occurred and the Issuer irrevocably directs the Disclosure Dissemination Agent to immediately send a Failure to File Event notice to the MSRB in substantially the form attached as Exhibit B,without reference to the anticipated filing date for the Annual Report. (d)If Audited Financial Statements of the Issuer are prepared but not available prior to the Annual Filing Date,the Issuer may provide an electronic copy of its unaudited financial statements to the Disclosure Dissemination Agent and shall,when the Audited Financial Statements are available,provide in a timely manner an electronic copy of the Audited Financial Statements to the Disclosure Dissemination Agent,accompanied by a Certification,in each case for filing with the MSRB.Compliance with the provisions of this Section 2(d)shall constitute the Issuer's filing of the Annual Report until the Audited Financial Statements are filed. (e)The Disclosure Dissemination Agent shall: 1102907 174\2AMERICAS 3 2570 of 2719 (i)verify the filing specifications of the MSRB each year prior to the Annual Filing Date. (ii)upon receipt,promptly file each Annual Report received under Sections 2(a)and 2(b)with the MSRB: (iii)upon receipt,promptly file each of the unaudited financial statements and each of the Audited Financial Statements received under Section 2(d)with the MSRB; (iv)upon receipt,promptly file the text of each Notice Event received under Sections 4(a)and 4(b)ii)with the MSRB,identifying the Notice Event as instructed by the Issuer pursuant to Section 4(a)or 4(b )(ii)(being any of the categories set forth below) when filing pursuant to Section 4(c)of this Disclosure Agreement indicated: I."Principal and interest payment delinquencies;" 2."Non-Payment related defaults,if material;" 3."Unscheduled draws on debt service reserves reflecting financial difficulties;" 4."Unscheduled draws on credit enhancements reflecting financial difficulties;" 5."Substitution of credit or liquidity providers,or their failure to perform;" 6."Adverse tax opinions,the issuance by the Internal Revenue Service of proposed or final determinations of taxability,Notices of Proposed Issue (IRS Form 5701-TEB)or other material notices or determinations with respect to the tax status of the security,or other material events affecting the tax status of the security. 7."Modifications to rights of Bond Holders,if material:" 8."Bond calls,if material,and tender offers;" 9."Defeasances;" 10."Release,substitution,or sale of property securing repayment of the securities,if material:" I1."Rating changes," 12 "Bankruptcy,insolvency,receivership or similar event of the Obligated Person:" 13.'The consummation of a merger,consolidation,or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of the Obligated Person,other than in the ordinary course of business,the entry into 4 1102907174\2 AMERICAS 2571 of 2719 a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions,other than pursuant to its terms, if material:;" 14."Appointment of a successor or additional trustee or the change of name of a trustee,if material:," I5."Incurrence of a financial obligation of an Obligated Person,if material,or agreement to covenants,events of default,remedies,priority rights,or other similar terms of a financial obligation of an Obligated Person,any of which affect Bond Holders,if material;"and 16."Default,event of acceleration,termination event,modification of terms,or other similar events under the terms of a financial obligation of an Obligated Person,any of which reflect financial difficulties" (v)upon receipt (or irrevocable direction pursuant to Section 2(c)of this Disclosure Agreement,as applicable),promptly file a completed copy of Exhibit B to this Disclosure Agreement with the MSRB,identifying the filing as "Failure to provide annual information as required"when filing pursuant to Section 2(b)ii)or Section 2(c)of this Disclosure Agreement, (vi)upon receipt,promptly file the text of each Voluntary Report received under Section 7 with the MSRB;and (vii)provide the Issuer evidence of the filings of each of the above when made, which shall be by means of the DAC system,for so long as DAC is the Disclosure Dissemination Agent under this Disclosure Agreement. (f)The Issuer may adjust the Annual Filing Date upon change of its Fiscal Year by providing written notice of such change and the new Annual Filing Date to the Disclosure Dissemination Agent and the MSRB,provided that the period between the existing Annual Filing Date and new Annual Filing Date shall not exceed one year. (g)Any Information received by the Disclosure Dissemination Agent before 6:00 p.m.Eastern time on any business day that it is required to file with the MSRB pursuant to the terms of this Disclosure Agreement and that is accompanied by a Certification and all other information required by the terms of this Disclosure Agreement will be filed by the Disclosure Dissemination Agent with the MSRB no later than 11 :59 p.rn.Eastern time on the same business day;provided,however,the Disclosure Dissemination Agent shall have no liability for any delay in filing with the MSRB if such delay is caused by a Force Majeure Event,provided that the Disclosure Dissemination Agent uses reasonable efforts to make any such filing as soon as possible. SECTION 3.Content of Annual Reports. (a)Each Annual Report shall contain the following Annual Financial Information for the prior Fiscal Year:the information in the Official Statement in the tables under the caption TRUST FUND REVENUES"entitled "Real Property Assessed Values","Tax Increment 5 1102907 174\2\AMERICAS 2572 of 2719 Revenues and Growth"(except for information relating to "New Construction),and "Historical Trust Fund Revenues,Debt Service on Bonds and Debt Service Coverage",and name,principal amount and maturity date of additional parity debt payable from the Pledged Funds,with the "Total Outstanding Bonds"column of the table under the caption "DEBT SERVICE SCHEDULE"in the Official Statement updated to reflect the issuance of such additional parity debt. (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 2d). Any or all of the items listed above may be included by specific reference to other documents,including official statements of debt issues with respect to which the Issuer is an Obligated Person,which have been previously filed with the Securities and Exchange Commission or available to the public on the MSRB lnternet 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 infonnation is required to explain,in narrative form,the reasons for the modification and the impact of the change in the type of operating data or financial information being provided. SECTION 4.Reporting of Notice Events. (a)The occurrence of any of the following events with respect to the Bonds constitutes a Notice Event: 1.Principal and interest payment delinquencies; 2.Non-payment related defaults,if material; 3.Unscheduled draws on debt service reserves reflecting financial difficulties; 4.Unscheduled draws on credit enhancements relating to the Bonds reflecting financial difficulties; 5.Substitution of credit or liquidity providers,or their failure to perform; 6.Adverse tax opinions,the issuance by the Internal Revenue Service of proposed or final determinations of taxability,Notices of Proposed Issue (IRS Form 5701-TEB)or other material notices or determinations with respect to the tax status of the Bonds,or other material events affecting the tax status of the Bonds; 7.Modifications to rights of Bond Holders,if material; 8.Bond calls,if material,and tender offers; 9.Defeasances; 1102907174\2AMERICAS 6 2573 of 2719 10.Release,substitution,or sale of property securing repayment of the Bonds, if material; I I.Rating changes on the Bonds; 12 Bankrnptcy,insolvency,receivership or similar event of the Obligated Person; Note:for the purposes of the event identified in this subsection 4aL2),the e vent is considered to occur wh en any of the following occur:the appointment of a receiver,fiscal agent or similar officer for an Obligated Person in a proceeding under the US.Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated Person,or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority,or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated Person. 13.The consununation of a merger,consolidation,or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of the Obligated Person,other than in the ordinary course of business,the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions,other than pursuant to its terms,if material; 14.Appointment of a successor or additional trustee or the change of name of a trustee,if material; 15.Incunence of a financial obligation of an Obligated Person,if material,or agreement to covenants,events of default,remedies,priority rights,or other similar terms of a financial obligation of an Obligated Person,any of which affect Bond Holders,if material;and 16.Default,event of acceleration,termination event,modification of terms,or other similar events under the terms of a financial obligation of an Obligated Person,any of which reflect financial difficulties. The Issuer shall,in a timely manner not in excess of ten (10)business days after its occurrence,notify the Disclosure Dissemination Agent in writing of the occurrence of a Notice Event.Such notice shall instruct the Disclosure Dissemination Agent to report the occurrence pursuant to subsection (c)of this Section 4 and shall be accompanied by a Certification.Such notice or Certification shall identify the Notice Event that has occurred (which shall be any of the categories set forth in Section 2(e)iv)of this Disclosure Agreement),include the text of the disclosure that the Issuer desires to make,contain the written authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such infonnation,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 (I 0th)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 1102907 174\2\AMERICAS 7 2574 of 2719 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 (I 0th)business day after the occurrence of the Notice Event). (c)If the Disclosure Dissemination Agent has been instructed by the Issuer as prescribed in subsection (a)or (b )(ii)of this Section 4 to report the occurrence of a Notice Event, the Disclosure Dissemination Agent shall promptly file a notice of such occurrence with the MSRB in accordance with Section 2(e)iv)hereof. SECTION 5.CUSIP Numbers.Whenever providing information to the Disclosure Dissemination Agent,including but not limited to Annual Reports,documents incorporated by reference to the Annual Reports,Audited Financial Statements,notices of Notice Events,Failure to File Events and Voluntary Reports filed pursuant to Section 7(a),the Issuer shall indicate the full name of the Bonds and the 9-digit CUSIP numbers for the Bonds as to which the provided information relates. SECTION 6.Additional Disclosure Obligations.The Issuer acknowledges and understands that other state and federal laws,including but not limited to the Securities Act of 1933 and Rule I 0b-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 shal I 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 infonnation 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 1102907 174\2AMERICAS 8 2575 of 2719 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_Qbligation.The obligations of the Issuer and the Disclosure Dissemination Agent under this Disclosure Agreement shall terminate with respect to the Bonds upon the legal defeasance,prior redemption or payment in full of all of the Bonds,when the Issuer is no longer an Obligated Person with respect to the Bonds,or upon delivery by the Disclosure Representative to the Disclosure Dissemination Agent of an opinion of nationally recognized bond counsel to the effect that continuing disclosure is no longer required. SECTION 9.Disclosure Dissemination Agent.The Issuer has appointed Digital Assurance Certification LLC as exclusive Disclosure Dissemination Agent under this Disclosure Agreement.The Issuer may,upon thirty (30)days prior written notice to the Disclosure Dissemination Agent,replace or appoint a successor Disclosure Dissemination Agent.Upon termination of DAC's services as Disclosure Dissemination Agent,whether by notice of the Issuer or DAC,the Issuer agrees to appoint a successor Disclosure Dissemination Agent or, alternately,agrees to assume all responsibilities of Disclosure Dissemination Agent under this Disclosure Agreement for the benefit of the Holders of the Bonds.Notwithstanding any replacement or appointment of a successor,the Issuer shall remain liable until payment in full for any and all sums owed and payable to the Disclosure Dissemination Agent.The Disclosure Dissemination Agent may resign at any time by providing thirty (30)days prior written notice to the Issuer. SECTION I0.Remedies in Event of Default.1n the event of a failure of the Issuer or the Disclosure Dissemination Agent to comply with any provision of this Disclosure Agreement, any Holder's rights to enforce the provisions of this Disclosure Agreement shall be limited solely to a right,by action in mandamus or for specific performance,to compel performance of the parties'obligations under this Disclosure Agreement.Any failure by a party to perform in accordance with this Disclosure Agreement shall not constitute a default on the Bonds or under any other document relating to the Bonds,including the Resolution,and all rights and remedies shall be limited to those expressly stated herein. SECTION 11.Duties,Immunities and Liabilities of Disclosure Dissemination Agent. (a)The Disclosure Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement.The Disclosure Dissemination Agent's obligation to deliver the information at the times and with the contents described herein shall be limited to the extent the Issuer has provided such information to the Disclosure Dissemination Agent as required by this Disclosure Agreement.The Disclosure Dissemination Agent shall have no duty with respect to the content of any disclosures or notice made pursuant to the terms hereof The Disclosure Dissemination Agent shall have no duty or obligation to review or verify any Information or any other information,disclosures or notices provided to it by the Issuer and shall not be deemed to be acting in any fiduciary capacity for the Issuer,the Holders of the Bonds or any other party.The Disclosure Dissemination Agent shall have no responsibility for the Issuer's failure to report to the Disclosure Dissemination Agent a Notice Event or a duty to determine the materiality thereof The Disclosure Dissemination Agent shall have no duty to 1102907 174\2\AMERICAS 9 2576 of 2719 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. SECTION 12.Amendment Waiyer.Notwithstanding any other provision of this Disclosure Agreement,the Issuer and the Disclosure Dissemination Agent may amend this Disclosure Agreement and any provision of this Disclosure Agreement may be waived,if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws acceptable to both the Issuer and the Disclosure Dissemination Agent to the effect that such amendment or waiver does not materially impair the interests of Holders of the Bonds and would not,in and of itself,cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule;provided neither the Issuer nor the Disclosure Dissemination Agent shall be obligated to agree to any amendment modifying their respective duties or obligations without their consent thereto. Notwithstanding the preceding paragraph,the Disclosure Dissemination Agent shall have the right to adopt amendments to this Disclosure Agreement necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission from time to time by giving not less than twenty (20)days written notice of the intent to do so together with a copy of the proposed amendment to the Issuer.No such amendment shall become effective if the Issuer shall,within ten (IO)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 Liabilitv.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 perfonnance 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. 1102907 174\2AMERICAS 10 2577 of 2719 SECTION I4.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. The Disclosure Dissemination Agent and the Issuer have caused this Disclosure Agreement to be executed,on the date first written above,by their respective officers duly authorized. DIGITAL ASSURANCE CERTIFICATION LLC, as Disclosure Dissemination Agent By: Name:---------------Tit 1 e: MIAMI BEACH REDEVELOPMENT AGENCY, as Issuer By:------------------Eric Carpenter Executive Director 1102907 174\2AMERICAS I 1 2578 of 2719 EXHIBIT A NAME AND CUSIP NUMBERS OF BONDS Name of Issuer: Obligated Person: Name of Bond Issue: Date of Issuance: Date of Official Statement: CUSIP Numbers: 1102907174\2\AMERICAS Miami Beach Redevelopment Agency Miami Beach Redevelopment Agency Tax Increment Revenue Refunding Bonds,Series 2025 (City CenteriHistoric Convention Village) .2025---------,2025--------- A-I 2579 of 2719 EXHIBIT B NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT Issuer: Obligated Person: Name of Bond Issue: Date of Issuance: Miami Beach Redevelopment Agency Miami Beach Redevelopment Agency Tax Increment Revenue Refunding Bonds,Series 2025 (City Center/Historic Convention Village) .2025-------- 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 2025,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 LLC,as Disclosure Dissemination Agent,on behalf of the Issuer cc:City of Miami Beach,Florida 1102907174\2AMERICAS B-I 2580 of 2719 MIAMI BEACH REDEVELOPMENT AGENCY and U.S.BANK TRUST COMPANY,NATIONAL ASSOCIATION, as Escrow Agent ESCROW DEPOSIT AGREEMENT Relating to TAX INCREMENT REVENUE AND REVENUE REFUNDfNG BONDS,SERIES 2015A (CITY CENTER/HISTORJC CONVENTION VILLAGE) DA TED AS OF ,2025------- 1102912097\1\AMERICAS 2581 of 2719 ESCROW DEPOSIT AGREEMENT TH1S ESCROW DEPOSIT AGREEMENT (the "Agreement")made and entered into as of ________,2025 by and between the MIAMI BEACH REDEVELOPMENT AGENCY (the "Agency")and US.BANK TRUST COMPANY,NATIONAL ASSOCIATION,as Escrow Agent (the "Escrow Agent). WI TN E S S E TH: WHEREAS,the Agency has heretofore issued its S286,245,000 aggregate principal amount of Miami Beach Redevelopment Agency Tax increment Revenue and Revenue Refunding Bonds, Series 2015A (City Center/Historic Convention Village),dated December 15,2015,presently outstanding in the principal amount of $256,485,000 (the "Outstanding Series 2015A4 Bonds"), pursuant to the provisions of Resolution No.619-2015 adopted by the Chairperson and Members of the Board of the Agency (collectively,the "Commission")on October 14,2015 (the "Original Resolution");and WHEREAS,the Agency desires to refund and defease a portion of the Outstanding Series 2015A 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 S aggregate principal amount of Miami Beach Redevelopment Agency Tax Increment Revenue Refunding Bonds,Series 2025 (City Center/Historic Convention Village)(the "Bonds"),pursuant to the provisions of the Original Resolution and Resolution No.-2025 adopted by the Commission on May 21,2025 (collectively,the Bond Resolution),a portion of the proceeds of which Bonds is to be deposited with the Escrow Agent to provide,with other available moneys of the Agency and investment earnings thereon,for the refunding,defeasance and redemption of the Refunded Bonds:and WHEREAS,a portion of the proceeds derived from the sale of the Bonds,together with other available moneys of the Agency,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 al I of the Refunded Bonds according to their tenor and effect,do hereby agree as follows: 1102912097\1AMERICAS 2582 of 2719 ARTICLE I CREATION AND CONVEYANCE OF TRUST EST A TE 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)S in moneys deposited directly with the Escrow Agent and derived from the proceeds of the Bonds upon issuance and delivery of the Bonds and execution of and delivery of this Agreement,and (ii)S in moneys derived from the Sinking Fund 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 HA VE AND TO HOLD,all and singular,the Trust Estate (as such term is hereinafter defined),including all additional property which by the tenns 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. 11029 12097\1AMERICAS 2 2583 of 2719 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 non-callable direct obligations of the United States of America. Trust Estate,""trust estate"or "pledged property"shall mean the property,rights and interests described or referred to under Divisions I,II,III and IV in Article I above. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders.Words importing the singular number shall include the plural number and vice versa unless the context shall otherwise indicate.The word "person"shall include corporations,associations,natural persons and public bodies unless the context shall otherwise indicate.Reference to a person other than a natural person shall include its successors. ARTICLE III ESTABLISHMENT OF ESCROW DEPOSIT TRUST FUND. FLOW OF FUNDS Section 3.01.Creation of Escrow Deposit Trust Fund and Deposit of Monevs.There is hereby created and established with the Escrow Agent a special and irrevocable trust fund designated "Miami Beach Redevelopment Agency Tax Increment Revenue and Revenue Refunding Bonds, Series 20 I 5A (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 proceeds of the Bonds and Other Moneys,which,when invested in Government Obligations (other than $in Other Moneys to be held uninvested), will provide moneys sufficient to pay the principal of and interest on the Refunded Bonds,upon the redemption thereof as more particularly described in Schedule C attached hereto and made a part hereof. Section 3 .02.Payment of Refunded Bonds.The Bond proceeds and Other Moneys received by the Escrow Agent will be sufficient to purchase S par amount of Government Obligations,as listed in Schedule B attached hereto and made a part hereof,which will mature in a principal amount and earn income at such time so that sufficient moneys will be available to pay as the same are paid when redeemed all principal of and interest on the Refunded 1102912097\1\AMERICAS 3 2584 of 2719 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 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 Sin 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 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. 1102912097\1\4MERICAS 4 2585 of 2719 (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: (I)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 lnterest 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 Trust Company,National Association,in its capacity of Paying Agent with respect to the Refunded Bonds (as Paying Agent and Registrar with respect to the Refunded Bonds,the "Refunded Bonds Paying Agent),no later than the payment date for the Refunded Bonds,as specified in Schedule C hereof,the amount 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 Paying Agent and the Escrow Agent,to call for redemption prior to maturity,pursuant to their optional redemption provisions,the Refunded Bonds on,2025 at a redemption price of 100%of the principal amount thereof,in accordance with the Original Resolution.The Agency,the Refunded Bonds Paying Agent 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 1102912097\1 \AMERICAS 5 2586 of 2719 be mailed,a copy of such notice of redemption to Assured Guaranty Inc.,successor to Assured Guaranty Municipal Corp.("AGT).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"). 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 _AI]_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. 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 1102912097\1AMERICAS 6 2587 of 2719 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 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. 1102912097\1\AMERICAS 7 2588 of 2719 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 S&P Global Ratings and Moody's Investors Service,Inc.at their addresses set forth below: S&P Global Ratings 55 Water Street,38"Floor New York,New York l 0041 Attn:Municipal Ratings Desk/Refunded Bonds Moody's Investors Service,lnc. 7 World Trade Center 250 Greenwich Street,23"Floor 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 detennined 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_EscroyAgent 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 Trust Company,National Association 6410 Southpoint Parkway Suite 200 Jacksonville,Florida 32216 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. 1102912097\1\AMERICAS 8 2589 of 2719 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 Trust Company,National Association,in its capacity of Registrar with respect to the Refunded Bonds,to give to the Holders of the Refunded Bonds and AG I,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. IN WITNESS WHEREOF,each of the parties hereto has caused this Agreement to be executed by its duly authorized officers. M IA M I BEACH RED EVELOPM ENT AGENCY By:-------------Chairperson U.S.BANK TR U ST CO M PANY ,NATI O NAL ASSO CI ATIO N,as Escro w Agent By:------------- 11029120971\AMERICAS 9 2590 of 2719 Maturity Date 1102912097\1AMERICAS SCHEDULE A REFUNDED BONDS Principal Amount s A-1 2591 of 2719 Interest Rate SCHEDULE B INVESTMENT OF BOND PROCEEDS AND OTHER MONEYS Type of Security Maturitv Date Principal Amount $ Interest Rate % 1102912097\1/AMERICAS B-I 2592 of 2719 SCHEDULE C SCHEDULE OF PAYMENTS ON REFUNDED BONDS 1102912097\1\AMERICAS Principal Redeem ed $ Interest $ C-I 2593 of 2719 Total SCHEDULED 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 travel and 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 neg!igence. (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. 1102912097\1AMERICAS 0-1 2594 of 2719 SCHEDULE E NOTICE OF DEFEASANCE Miami Beach Redevelopment Agency Tax Increment Revenue and Revenue Refunding Bonds,Series 20 I SA (City Center/Historic Convention Village) Dated:December 15,201 5 Maruritv Date Principal Amount $ Interest Rate % CUSIP Numbers- NOTICE IS HEREBY GIVEN that monies have been deposited with US.Bank Trust Company,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 Trust Company,National Association,as Paying Agent and Registrar for the Bonds,and the Escrow Agent have been irrevocably instructed to call for redemption prior to maturity the Bonds on ,2025,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.619-2015 adopted by the Miami Beach Redevelopment Agency on October 14,2015. U.S.BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Registrar Dated:2025-------- 'No representation is made as to the correctness of these CUSIP numbers either as printed on the Bonds or contained in this Notice. 11029 12097\1\AMERICAS E-I 2595 of 2719 MIAMI BEACH REDEVELOPMENT AGENCY AND CITY OF MIAMI BEACH,FLORIDA NOTICE OF PROPOSED ISSUANCE OF MIAMI BEACH REDEVELOPMENT AGENCY TAX INCREMENT REVENUE REFUNDING BONDS (CITY CENTER/HISTORIC CONVENTION VILLAGE) Notice is hereby given in accordance with the provisions of Sections 163.346 and 166.041(3)(a) Florida Statutes.as amended,that the Chairperson and Members of the Miami Beach Redevelopment Agency (the Agency')and Mayor and City Commission of the City of Miami Beach,Florida (the "City') will,as applicable consider the adoption of the following resolutions providing for the issuance by the Agency of not to exceed $267 000,000 principal amount of Miami Beach Redevelopment Agency Tax Increment Revenue Refunding Bonds (City Center/Historic Convention Village),in one or more series,at a meeting to be held on Wednesday.May 21,2025,at 10:00 a.m ..or as soon thereafter as the matter may be heard.The meeting will be held in the City Commission Chamber.3°Fl0Or 1700 Convention Center Drive.Miami Beach Florida and any interested person may appear at the meeting and be heard with respect to the proposed resolutions.Persons who wish to participate or provide comments virtually may join the webinar at htps mnambeactfl-goy zoom us/jy81392857671 or via telephone at 1 305.224 1968 (U.S)or 888.475.4499 (Toll-Free)Webinar ID 81392857671#Persons wanting to speak virtually during the meeting must click the "raise hand icon if using the Zoom app or press "9 on the telephone to raise their hand Copes of the proposed resolutions may be inspected by the public at the Office of the City Clerk 1°Floor,1700 Convention Center Drive,Miami Beach Florida during regular working hours,8:30 a.m to 500 pm.Monday through Friday Copies are also available for public inspection at https ywww mamibegchflgovicy-hall_grty-clerk/agenda-archyg-man-page2 AGENCY RESOLUTION 10:00 a.m.Public Hearing A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE BOARD OF THE MIAMI BEACH REDEVELOPMENT AGENCY AUTHORIZING ISSUANCE OF NOT TO EXCEED $267.000,000 IN AGGREGATE PRINCIPAL AMOUNT OF MIAMI BEACH REDEVELOPMENT AGENCY TAX INCREMENT REVENUE REFUNDING BONDS,SERIES 2025 (CITY CENTER/HISTORIC CONVENTION VILLAGE)FOR THE PURPOSE OF REFUNDING A PORTION OF THE OUTSTANDING SERIES 2015A BONDS.FUNDING ANY NECESSARY DEPOSIT TO THE DEBT SERVICE RESERVE ACCOUNT AND PA YING COSTS OF ISSUANCE AND REFUNDING,ALL PURSUANT TO SECTION 304(H)OF RESOLUTION NO.619-2015 ADOPTED BY THE AGENCY ON OCTOBER 14.2015:PROVIDING THAT SAID SERIES 2025 BONDS AND INTEREST THEREON SHALL BE PAYABLE SOLELY FROM PLEDGED FUNDS,PROVIDING CERTAIN DETAILS OF THE SERIES 2025 BONDS.DELEGATING OTHER DETAILS ANDO MATTERS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2025 BONDS AND THE REFUNDING OF THE SERIES 2015A BONDS TO BE REFUNDED TO THE EXECUTIVE DIRECTOR.INCLUDING WHETHER TO SECURE A CREDIT FACILITY AND/OR A RESERVE ACCOUNT INSURANCE POLICY WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN AUTHORIZING A BOOK-ENTRY REGISTRATION SYSTEM FOR THE SERIES 2025 BONDS,AUTHORIZING THE NEGOTIATED SALE AND AWARD OF THE SERIES 2025 BONDS TO THE UNDERWRITERS WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN.APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT.APPROVING THE FORM OF AND DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE OFFICIAL STATEMENT,PROVIDING FOR THE APPLICATION OF THE PROCEEDS OF THE SERIES 2025 BONDS AND CREATING CERTAIN FUNDS ANDO SUBACCOUNTS AUTHORIZING THE REFUNDING DOFFEASANCE AND REDEMPTION OF THE SERIES 2015A BONDS TO BE REFUNDED:APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT AND APPOINTING AN ESCROW AGENT;COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 2025 BONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12 AND AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT WITH RESPECT THERETO AND APPOINTING A DISCLOSURE DISSEMINATION AGENT;APPOINTING A PAYING AGENT AND REGISTRAR FOR THE SERIES 2025 BONDS,AUTHORIZING OFFICERS AND EMPLOYEES OF THE AGENCY TO TAKE ALL NECESSARY ACTIONS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2025 BONDS AND THE REFUNDING OF THE SERIES 2015A BONDS TO BE REFUNDED AND OTHER RELATED MATTERS;AND PROVIDING FOR AN EFFECTIVE DATE. CITY RESOLUTION 10:00 a.m.Public Hearing 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 $267,000,000 AGGREGATE PRINCIPAL OF TAX INCREMENT REVENUE REFUNDING BONDS.SERIES 2025 (CITY CENTER/HISTORIC CONVENTION VILLAGE),IN ACCORDANCE WITH THE REQUIREMENTS OF CHAPTER 163,PART Ill,FLORIDA STATUTES.AS AMENDED:AUTHORIZING OFFICERS AND EMPLOYEES OF THE CITY TOTAKE ALL NECESSARY ACTIONS IN CONNECTION THEREWITH:AND PROVIDING FOR AN EFFECTIVE DATE. Pursuant to Section 286.0105,Florida Statutes.the Agency and the City hereby advise the public that:if a person decides to appeal any decision made by any board,agency,or commission with respect to any matter considered at its meeting or its hearing,such person must insure that a verbatim record of the proceedings is made,which record includes the testimony and evidence upon which the appeal is to be based.This notice does not constitute consent by the Agency or the City for the introduction or admission of otherwise inadmissible or irrelevant evidence,nor does it authorize challenges or appeals not otherwise allowed by law In accordance with the Americans with Disabilities Act of 1990,persons needing a special accommodation to participate in this proceeding,or to request information on access for persons with disabilities,or to request this publication in an accessible format,or to request sign language interpreters. should call 305.604.2ADA (2232)and select 1 for English or 2 for Spanish;TTY users may call via 711 (Florida Relay Service). The meeting will be broadcast live on Miami Beach TV (MBTV),viewable on the City's website at https_//www_mamibeachfl_gov/government/mbty/,as well as on Breezeline Cable channel 660,AT&T U- verse channel 99,Hotwire Communications channel 395,and ROKU device on PEG.TV channel,and on social media at https_//ywy_facebook_com/cityofmiamibeach. Parking Meeting attendees can park at the City Hall Garage,1755 Meridian Avenue,Miami Beach,Florida 33139. Rafael E.Granado.City Clerk Miami Beach Redevelopment Agency and City of Miami Beach,Florida CityClerk@miamibeachfl_gov 305.673.7411 May 4,2025 AD 05212025-06 RDA 311 ((global/31 1/home age) GovMeetings ((global/webcastung/home.age) Calendar ((global/calendar/global.age) Translate Menu (htps.//www_miamidade.gov/global/home.age) Home(/global/home page)>News &Social Media (/global/navigation/news. index.age)>Public Notices Legal Ads and Public Notices Share: Public Hearing.-Miami Beach Redevelopment Aency And City Of Miami Beach,Florida :·Notice Of Proposed Issuance Of Miami Beach RedevelopmentAgency Tax Increment Revenue RefundingBonds (City Center/Historic Convention Village)(/resources/legal:ads/municipalities/miami-beach/05212025- 06 RDA FINAL -COUNTY WEB8STE.pdf) Miami Beach I Publish Date:May 4,2025 Notice is hereby given in accordance with the provisions of Sections 163.346 and 166.041(3) (a),Florida Statutes,as amended,that the Chairperson and Members of the Miami Beach Redevelopment Agency (the "Agency")and Mayor and City Commission of the City of Miami Beach,Florida (the "City")will,as applicable,consider the adoption of the following resolutions providing for the issuance by the Agency of not to exceed $267,000,000 principal amount of Miami Beach Redevelopment Agency Tax Increment Revenue Refunding Bonds (City Center/Historic Convention Village),in one or more series,at a meeting to be held on Wednesday,May 21,2025,at 10.00 a.m.,or as soon thereafter as the matter may be heard. The meeting will be held in the City Commission Chamber,3rd Floor,1700 Convention Center Drive,Miami Beach,Florida,and any interested person may appear at the meeting and be heard with respect to the proposed resolutions.Persons who wish to participate or provide comments virtually may join the webinar at.https://miamibeachfl- gov.zoom.us/j/813928576 71 or via telephone at:1.305.224.1968 (US.)or 888.475.4499 (Toll-Free).Webinar ID:81392857671#.Persons wanting to speak virtually during the meeting must click the "raise hand"icon if using the Zoom app or press 9 on the telephone to raise their hand. Public Notice -City of Miami Beach Meeting Notices May12-16,2025(/resources/legal- ads/municipalities/miami-beach/02-may12-may162025pdf) 1N { FRON PAGE 1SN HAI TIAN Little Haiti Cultural Com- plex,212 NE 59h Terr., Miami;earlv bird tickets are S25 and VIP $85 plus fees.Tickets at eventbrite. H aiti an C om p as Fes- tival All Black Affair with Kai Kenny Ayiti, Rutsthelle and T-ice.1I p.m.Friday,May 16,Mia- mi Beach's M?Nightclub, 123 5 Washington Ave., Miami Beach.Cost is $60. Purchase tickets at www. Haitiancompas festival.com. M iam i H aitian C om - pas Festival.This year's 27th annual event features Zafem,Kai,T-Vice.Roody Roodbo y,Rutshelle,Fati- ma,Ram,Ekip,WID, Team Lobey and more. Plus DJ Nicky Mix,DJ Bullet,DJ Heavy and others.Prices range from $80 for general admission NEIGHBORS to S180:VIP Packages for the weekend also included for upwards of $4,000 and include 12 VIP Passes and 4 Bottles of choice. Satur day,May 7 at NOMI Village,12351 NW Se- enth Ave.,North Miami . For tickets go to www.Haitancompas festival.com;954-708- 6849. M arlins H ai ti an H eri - tage G am e:Haitian-bo rn DJ Michael Brun,a Gram- my winning Platinum selling producer,will throw out the game's first pitch at the Miami Marlins game on Haitian Flag Day. L:40 p.m.-4 p.m.Sunday, May 18,LoanDepot Park, 501 Marlins Way,Miami. Fete Sur Y ach t-H ai- tian Flag W eekend:Five luxury vachts will set sail in celebration of Haiti's flag.Attendees will enjoy champagne toasts,music and appetizers.Boarding starts at ll a.m.and ships return at pm,,Sunday, ,«""«,-.. 5 5 i °cur" LEGAL NOTICE PU BL IC HEAR ING May 18.Cost is $300 and tickets can be purchased on eventbrite;786-970- 7403 or MajesticGroup Events@gmail.com. H ai ti an C om pas Fes- tival All Wh ite Party and official Haitian Compas Festival Close Out party; Mizik Mizik 's 38th anni- versary,10 p.m.Sunday, May 19.M2 Night€Club, 1235 Washington Ave., Miami Beach.Cost is $50. PA M M Art Storytim e: Fanm i Pap Janm Pedi,A C elebration of H ai ti an H eri tage:Visitors will enjoy folklore storytelling of an original story by a local author /illustrator. The event also features performances and ven- dors.Ila.m.to 12:30 p.m. Saturday,May 24.Perez Art Museum Miami,1103 Biscayne Blvd.,Miami. Jacqueline Charles: 305-376-2616, @jacquiecharles SUNDAY MAY 4 2025 MA M I BEACH REDEV ELOPMENT AGENCY AND CITY OF MA M!BEACH,FLORIDA NOTICE OF PROPOSED ISSUANCE OF MLA MI BEACH REDEVEL OPMENT AGENCY TAX INCREMENT REVENUE REFUNDING BONDS (CITY CENTE R/HISTORIC CO NV ENTIO N VLLAOE) Moe is heretv qwven acorkane wth tt ;rwvors of Stor,t6,2246 and 1413»au Florida Stet'es as wrh«,ttat we tar.erson and erers t the Merrw Bucheietomrent Aery ttwe "Ager/"ana Mayor and Qty urrssaunthe Ctot Mae» Bah Fax te "Cati wot,as a#cabin ,ronsaerte aonon ctte towng rstutors rrvding fr te runty he Agneytntnoered$e7 00 00 principalamount ot Maw Deech Hoeioorent Agency Tar incrementHenneHtunding Docs Cer er/htstor.Corvwenon Wiegel,n one or more series,,ad a meeting b te teltd on Hectr.tey.lay 21,202$,at 1000 am,o a c tr0h r 3ste nor may te hand The moetng wlite tii n te Ct Commisi Oar 3ri Floor.1OO Corton Center Dre Mar an Fiorita andary rtor9stdoenson may aooeat at the meetng and te herd wet nspet to tho pope 0 e$0unions Pons wt west to parts.rate or roe0e comments virtually nay yen to wetsar st htts o reararc.hf±gov.zooar us@134?857671or ha none at 13252241968 uS1«&88 475 4499 Toa -F re y Wetonwr DO 8139285771z Persores wan tng to soak rtasty urn;tte reetng rustk.»te 'tae tend'on d usang the om at Les "3on tie ht re to terse tear hand KCocs t te propoosodrsokuton ms,be inspooctodty the pub at he OM¢t the Ct Cirk 1t For MOO Coventon Cntr Dre. Marn Gean Floria durning rqutar worun g hours .830 am to 5.0 p m Monday troogh fniay Copis are siso avadetie M potic nspec.hn at hts 'www riarc.hi gv et -na d city «di/arr-artwee-ran-rag-2. AGENCY RESOLUTION 1000 am.PublicMearing A £SUTO OF TH OARPRSOA'MOERSO TH APOS T AM RACHRCVEL OH T AGENCY ALUTH.Z. MG SSuA!CE F OT TO EXCEED S27.OOO,00 N AGFEGATE 5CL WONT OF WAMA ACH PDEVELOHENT AGENCY /TAX HCEMENTREVENUE FEFUNGBACONS SERS 20QS CIT CENTER.HSTON CICENTIN LAGE FOR TH UOS OF RFU NG A POTON OF T OUTSTA!G SERE S 2O15A BOOS .FU WIG ANY ME S'SAHY DEPOSIT TO TH DB I S£RC£ RESUE OCONT ANDO FYNG CCSTS OF ISSUANCE ANO FEFNONG.ALL PURSUANT TO SCTON 34H OF FSOLUTON O 619-15 40/TED SY THE AGENC Y CON CCTCER '4,2015 PONG TAI SAD SEFES I2 BS A NTEn£ST TFECON SW.HAE SOEL«FRMA HEDGED FUNOS POVDOG CH HTAN ET A S O THE SRES 2C 9CNOS ELEGAT#G On-EH DOTALS ANO ATTAR:S N NE C TON WITH DH SSA!E OF T SERES 225 COSAO T HFUNAG OF TE SERS2015A BOS TO BE REFUNOD TO THE EXECUTNE DRCTCOR NCLOG WHETR TO SCURE A CEDT FACUTY ANO A FESHE ACCOUNT NS.FA!CE PY WT-r TE LMTATONS A!HE STHICT IONS STATED HEFEN AUTHCCMGA 8OO ENTRY REGS TRAN SYSTEM FOR THE SERES 2028COOS.AUTHOR,THE 'EGOTATED SAE AO AWNO OF THE SERES 22 CNS TO'T UNORwnRS WT T LM TATONS ANO RESTRCTONSSTATED +FEN APOVNG TH ROHM O ANO AUTHOZNGTE EXECUTION AODOELNVESY OF A BCNOPUCO-ASEAGREEMENTAOOVNTH FORMO ANO DOSTRTCONF A PRELMNAROF-C STATEMENT ANO AN OFFNAI STATEMENTNO AUTHOZMG THE EXECUTION ANO LNVERYOF THE COFFCWLSTATEMENT PO NG OR T CATON OF TH PROCEEDS O TE SER S 2C25 BS ANO HE AT &RTaN nNs AND sANTS UTHOLZG THE REFNOG,LEFEASANCEANO FDMWTNF TH SUES OYA CNS TO BS PERNOD.APOvrG TH FOMA OF AO AUTHOLC"NG THE ESECUTOAO DOLNERY OF AN ESCCOW OFOSIT AGREEMENT ANO APONTFG AN SCOW AGENT ONENTNG TO POVCOE CIOTNUNG OSCL OSURE N COHN EC TON WT THE SER S 202 5 ANS N ACCOA.CE WI+SITS A!O XCH!Ki COMMSSCO HE 152 -12 A!O AUTHOR'NGT EXE CUTI ON ANO DOLNMR OF A CONT+UNG OSCLOSE AGREEMENT WITH RESCT THERETO AN APA TNG A DSCLOSUE DSSON4TC AGENT APTG A PYtG AGENT AN REGASTRA FOR THE SERES 2C2 BS AJTHCUNG OF+CERS A!O EP O EE S CF THE AGENCY TO TE ALL '±CESSAWYACTIONS NCO+ECTON WTSS!CETHE SEHES202S BOSANOTHE REHUNG CF TH€SERES 2014 NS IO BE HENEDAN OTHER RELATEDATTERS.A O POOVRG HOH AN E+HECI NE ATE cry Rsorrow 1000 a.m.Public Hear ing 4 RSC _I F T A WO AUD CITY UK»MASSO TH CITY OF AM BAH FA AgTG TH 4v«£mn A BACH FEDEVELOSEN T ENCY OF OT TO EUCED S26'O).00 AGFECATE Pr«CH4L OF IA NEMET EENE REF!ONG,BF.SUES 2223 CITY CENTERHSI COIC OFTO AL AGE,#ACCO!CE WIT+TH REOUEMENTS OF COPTER 13 HT W.FLCODA STATUTES AS AE!OED.AUTHUTIG OF+CE HS A!O EMPLOYEES OF TH CIT TO TE ALL EC ESSAYACTIONS NCC£CTTERWITH A!DO HOO#GFO AN EFFECTNE LATE CO M PREH EN SIV E PLA N LA ND USE MAP AM ENDM ENT One.dressy.Mey '4t 4t02Sat60PM.he 3rd too Council hwwmners tty+wt at 50t Daum Aere,t Hialeah Hrs»g andorangBora,the LocatPnnng Ag.ny.whit2Pukc Hierng on One+'+owner-untotd amerimcnt tote +aban CopeM Ptn wch+saSat Scake Amendments naccordance «th Secon 98 t02ote Cose otOrnancs otteCtyot+a#an and Chapters 1633'64 a!1633187 Fonda Sutt, Th purpose o!this hearng st0geteapolar.atan porrtuntboustty tr retests the VanningDr$in ot the rrorte Deve to- rnert DearnenttLnesent a rear renta n a he a,ta n ad k Doke ar ooortnty tor te Luth.to ask guests.ras arid roe ones regarang the arena.drnet 'Smraui Sae epo Avner«trrot !rum Low-ersty kesackertai to ornreraat LOatn 841 East 24th Stret,+ult:.Fiora Zone R.t re.Fan»,Dstrut Pursuant to Secton 286 0105 Floria Statute the Agency and the Ny nrety achvse the poutic tat ta person doc0es,to apoet an de.an /Take ty army toward.age.y,or currant moth tesped k·ary matter torsoerod at ts reerg or ts tut rg.at peon musd nirr tat a ratm rocord ot te pro.cg rm00.wrut rori nMoir t terry and evooenc upon wr ch te apoai ,to be pad Ths notice dos rt zcnttto onnttoy teeny am Cty torte ntrou.ton r are9sun k terw nerrut» rro ieant evokene.nor des tattorce chalensor a is rot tterw re awedy aw hr arrordance wott the #mer .ans wetn Desa t»ts tot 1990,pons reechnqga parcel a.ovodaton to pen.ale in ths roding ot to request nlorrabon on aess lot peer sors wth teat.tens or lo tequest I!rs baton an an cste hrmat.o Mo request g ingusg intrrrrs,hi1 an 30 604.2AD4 2232and cit1Mu Egan r?tr Soen rt¥orsmay at vat rinds eLu S e y Tho moetnq well be trokast le on Mari Bach Ty MT1ewtie nnte.tys wost at hps wwwratoac.ht!gov+government' mntte as wet as on breetelineatwe warret is@ A!AT u-ere darel33 iotwt ee onurcstons thanrel 395 ant waive o Po 7 chan nel ,and or soCaal fed «es at nttpa www ta.atk aa t t Ura"es.t Parking kmrratcon on the apotato car te tar !al he rsaieuhFang4 ZonnqDwvson 2d Hg-+aean ty Hett 501famAeroe or otng arenders can park at the Cty Hall Garage 175,Mien Arone Merer Ehn Floriia 33139 y atng 301 3838075 o (305,883-08 Letween7 30 AM.-1!30AM and1230PM-3308 on«y rout Frdey AT THEOCUS F HE ITEM A FECGE'ATON FCOR AOALO EMAL Wt,HEWALEANO FOwAuDDThHE WA CIT CUN A HCH C CON SCHA TO AT ITS H MEETINGS CF TUE SA Y MAY 27T ,22,ANO TE SA Y A 10IH 02S . 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