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Tab 13NEW 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 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. 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 “TAX MATTERS” herein. $240,910,000 MIAMI BEACH REDEVELOPMENT AGENCY Tax Increment Revenue Refunding Bonds Series 2025 (City Center/Historic Convention Village) Dated: Date of Delivery Due: February 1, as shown on inside cover page 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 (“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 date of delivery and will be payable on February 1, 2026 and semiannually on each August 1 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 Center/Historic 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 Series 2015A Bonds to be refunded, 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 are solely payable from and secured by a pledge of and first lien on the Pledged Funds derived by the Agency from (i) Trust Fund Revenues; and (ii) all moneys, securities and instruments held in the funds and accounts created under the Bond Resolution, except the Rebate Fund, 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 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 PAYABLE SOLELY, AS PROVIDED IN THE BOND RESOLUTION, 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 OR 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, AS PROVIDED IN THE BOND RESOLUTION. The scheduled payment of the principal of and interest on the Series 2025 Bonds, when due, will be guaranteed under a municipal bond insurance policy to be issued concurrently with the delivery of the Series 2025 Bonds by Assured Guaranty Inc. 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 J. 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 connection with the issuance of the Series 2025 Bonds. It is expected that the Series 2025 Bonds will be available for delivery through DTC on or about August 7, 2025. BofA Securities Estrada Hinojosa Jefferies PNC Capital Markets LLC Raymond James Dated: July 9, 2025 ® $240,910,000 MIAMI BEACH REDEVELOPMENT AGENCY Tax Increment Revenue Refunding Bonds Series 2025 (City Center/Historic Convention Village) MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, PRICES, YIELDS AND INITIAL CUSIP NUMBERS* Due (February 1) Principal Amount Interest Rate Price Yield Initial CUSIP Number 2026 $ 4,515,000 5.000% 101.081 2.730% 593237FS4 2027 8,300,000 5.000 103.247 2.750 593237FT2 2028 8,730,000 5.000 105.241 2.800 593237FU9 2029 9,180,000 5.000 107.115 2.840 593237FV7 2030 9,650,000 5.000 108.549 2.950 593237FW5 2031 10,145,000 5.000 109.830 3.040 593237FX3 2032 10,665,000 5.000 110.648 3.170 593237FY1 2033 11,210,000 5.000 111.050 3.320 593237FZ8 2034 11,780,000 5.000 111.393 3.440 593237GA2 2035 12,385,000 5.000 110.570 3.670 593237GB0 2036 13,025,000 5.000 109.229 3.830** 593237GC8 2037 13,690,000 5.000 107.909 3.990** 593237GD6 2038 14,390,000 5.000 106.687 4.140** 593237GE4 2039 15,130,000 5.000 105.643 4.270** 593237GF1 2040 15,905,000 5.000 104.847 4.370** 593237GG9 2041 16,720,000 5.000 103.824 4.500** 593237GH7 2042 17,580,000 5.000 102.967 4.610** 593237GJ3 2043 18,485,000 5.000 101.966 4.740** 593237GK0 2044 19,425,000 5.000 101.584 4.790** 593237GL8 ____________________ * CUSIP® 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. ** Yield calculated to the first optional redemption date of February 1, 2035. MIAMI BEACH REDEVELOPMENT AGENCY(1) CHAIRPERSON Steven Meiner, Esquire VICE CHAIRPERSON(2) David Suarez MEMBERS Tanya K. Bhatt, Member Laura Dominguez, Member Alex Fernandez, Member Joseph Magazine, Member Kristen Rosen Gonzalez, Member Eileen Higgins, Member ADMINISTRATION Executive Director Eric Carpenter, P.E. General Counsel Ricardo J. Dopico, Esquire Chief Financial Officer(3) Jason D. Greene, CGFO, CFE, CPFIM Secretary Rafael E. Granado, Esquire Assistant Executive Director(3) Maria Hernandez CONSULTANTS Bond Counsel Squire Patton Boggs (US) LLP Miami, Florida Disclosure Counsel Law Offices of Steve E. Bullock, P.A. Miami, Florida Financial Advisor PFM Financial Advisors LLC Coral Gables, Florida Independent Auditors RSM US LLP Miami, Florida _______________________ (1) The Mayor and each of the members of the City Commission of the City (the “City Commission”) 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) The term as Vice Mayor of the City Commission of David Suarez is scheduled to expire on July 31, 2025. Commissioner Joseph Magazine is expected to be the new Vice Mayor, with a term commencing on August 1, 2025 and ending on October 31, 2025. (3) Serves as an executive officer of the Agency but is not officially designated as such officer. MIAMI BEACH REDEVELOPMENT AGENCY 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. THE SERIES 2025 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, NOR HAS THE RESOLUTION BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE EXEMPTION OF THE SERIES 2025 BONDS FROM REGISTRATION OR QUALIFICATION IN CERTAIN STATES CANNOT BE REGARDED AS i A RECOMMENDATION THEREOF. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE AGENCY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL, STATE OR GOVERNMENTAL ENTITY OR AGENCY WILL HAVE PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT OR APPROVED OR RECOMMENDED THE SERIES 2025 BONDS FOR SALE. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. THE UNDERWRITERS MAY OFFER AND SELL THE 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 THE SERIES 2025 BONDS. THIS OFFICIAL STATEMENT IS BEING PROVIDED TO PROSPECTIVE PURCHASERS EITHER IN BOUND PRINTED FORM (“ORIGINAL BOUND FORMAT”) OR IN ELECTRONIC FORMAT ON THE WEBSITES: WWW.MUNIOS.COM AND WWW.EMMA.MSRB.ORG. THIS OFFICIAL STATEMENT MAY BE RELIED UPON ONLY IF IT IS IN ITS ORIGINAL BOUND FORMAT OR IF IT IS PRINTED IN FULL DIRECTLY FROM EITHER OF SUCH WEBSITES. Assured Guaranty Inc. (“AG”) makes no representation regarding the Series 2025 Bonds or the advisability of investing in the Series 2025 Bonds. In addition, AG has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding AG supplied by AG and presented under the heading “BOND INSURANCE” and “APPENDIX G - Specimen Municipal Bond Insurance Policy.” ii TABLE OF CONTENTS Page INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 PURPOSE OF THE ISSUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Plan of Refunding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 ESTIMATED SOURCES AND USES OF FUNDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 THE SERIES 2025 BONDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Redemption Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Book-Entry Only System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Discontinuance of Book-Entry Only System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 SECURITY AND SOURCES OF PAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Pledged Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Flow of Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Debt Service Reserve Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Additional Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Other Obligations Secured by Pledged Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Limited Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Modifications or Supplements to Bond Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 BOND INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Bond Insurance Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Assured Guaranty Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 BOND INSURANCE RISK FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 DEBT SERVICE SCHEDULE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 THE AGENCY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Creation of the Agency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Creation of the Redevelopment Area . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Powers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Personnel. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 RDA Interlocal Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 TRUST FUND REVENUES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Historical Trust Fund Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Historical Debt Service Coverage. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Projected Trust Fund Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Projected Debt Service Coverage. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 INVESTMENT CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Infectious Disease Outbreak. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Climate Change. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Cybersecurity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 RISK FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 Limited Obligation of Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 Tax Increment Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 Future Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 PENSION AND OTHER POST EMPLOYMENT BENEFITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 Defined Benefit Plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 Other Post Employment Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 iii LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 LITIGATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 ENFORCEABILITY OF REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 TAX MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 Risk of Future Legislative Changes and/or Court Decisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 Original Issue Discount and Original Issue Premium. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 CONTINUING DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 RATINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 FINANCIAL ADVISOR. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 UNDERWRITING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 CONTINGENT FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS. . . . . . . . . . . . . . . . . . . . . . 63 AUTHORIZATION CONCERNING OFFICIAL STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63 CONCLUDING STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63 APPENDICES APPENDIX A - General Information and Economic Data Regarding the City of Miami Beach, Florida and Miami-Dade County, Florida . . . . . . . . . . . . . A-1 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1 APPENDIX C - The Bond Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1 APPENDIX D - Proposed Form of Opinion of Bond Counsel. . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1 APPENDIX E - Proposed Form of Opinion of Disclosure Counsel . . . . . . . . . . . . . . . . . . . . . . . . E-1 APPENDIX F - Form of Disclosure Dissemination Agent Agreement. . . . . . . . . . . . . . . . . . . . . . F-1 APPENDIX G - Specimen Municipal Bond Insurance Policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . G-1 iv OFFICIAL STATEMENT relating to $240,910,000 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 $240,910,000 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. 708-2025 adopted by the Commission on May 21, 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. 2025-33681 adopted by the City Commission on May 21, 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 14, 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 Area 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 Refunding Bonds, Series 2015A (City Center/Historic Convention Village) (the “Series 2015A Bonds”). The Series 2015A Bonds are currently Outstanding in the aggregate principal amount of $256,485,000. 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 2015A 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 1, 2044 (such portion of the Series 2015A 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, including the premium for delivery of the 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 1, 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 2015A 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 2015A 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 scheduled payment of the principal of and interest on the Series 2025 Bonds, when due, will be guaranteed under a municipal bond insurance policy to be issued concurrently with the delivery of the Series 2025 Bonds by Assured Guaranty Inc. (“AG” or the “Insurer”). See “BOND INSURANCE” and “BOND INSURANCE RISK FACTORS” 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 information from various reports contained herein are not comprehensive or definitive. All references herein to such documents and reports are qualified by the entire, actual content of such documents and reports. Copies of such documents and reports may be obtained from the Agency by contacting the Agency’s 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.” 2 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 Policy (see “ESTIMATED SOURCES AND USES OF FUNDS” herein). Plan of Refunding A portion of the proceeds of the Series 2025 Bonds, together with other legally available moneys, will be used to provide for the current refunding of all of the Refunded Bonds. The Refunded Bonds shall be redeemed on the date of issuance of the Series 2025 Bonds at a price equal to one hundred percent (100%) of the principal amount of the Refunded Bonds, without premium, plus any unpaid interest that shall be due on the Refunded Bonds on their redemption date. The Refunded Bonds consist of the following: Series 2015A Bonds To Be Refunded Maturity (February 1) Principal Amount Maturity (February 1) Principal Amount 2026 $ 8,290,000 2032 $11,195,000 2027 8,715,000 2033 11,770,000 2028 9,165,000 2034 12,370,000 2029 9,635,000 2035 13,005,000 2030 10,130,000 2040(1)75,745,000 2031 10,650,000 2044(1)(2)75,810,000 __________________ (1) Term Bond. (2) All of the Outstanding Term Bond, except $5,000 in principal amount of the mandatory sinking fund payment due February 1, 2044. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 3 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 $240,910,000.00 Original Issue Premium 14,980,598.95 Other Legally Available Moneys(1) 3,667,900.00 Total Estimated Sources of Funds $259,558,498.95 Uses of Funds Deposit to Redeem Refunded Bonds (2)$256,693,733.33 Costs of Issuance(3)2,130,154.52 Underwriters’ Discount 734,611.10 Total Estimated Uses of Funds $259,558,498.95 _____________________ (1) 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, the premium paid to the Insurer for issuance of the Policy, and miscellaneous costs of issuance. DESCRIPTION OF THE SERIES 2025 BONDS General The Series 2025 Bonds will be dated the date of their delivery, will be issued in denominations of $5,000 or integral multiples thereof and will bear interest at the rates and mature on the dates and in the amounts set forth on the inside cover page of this Official Statement. Interest on the Series 2025 Bonds is payable on February 1, 2026 and semiannually thereafter on each August 1 and February 1 until maturity or earlier redemption. Such interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. The Agency has appointed U.S. Bank 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 The Series 2025 Bonds will be registered in the name of Cede & Co., as registered owner and nominee of The Depository Trust Company (“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 DTC 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, 2035 are not subject to redemption prior to maturity. The Series 2025 Bonds maturing on or after February 1, 2036 are subject to redemption prior to maturity, at the option of the Agency, on or after February 1, 2035 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. 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. 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 5 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. 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 DTC. 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 DTC. 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. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over one hundred (100) countries that its participants (“Direct Participants”) deposit with 6 DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants” and, together with Direct Participants, “DTC Participants”). DTC has a S&P Global Ratings, a division of Standard & Poor’s Financial Services LLC, rating of AA+. The DTC rules applicable to the DTC Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of Series 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; DTC’s 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 DTC Participants to Beneficial Owners, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the Series 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. 7 Redemption notices shall be sent by the Registrar to DTC. If less than all of the Series 2025 Bonds within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Series 2025 Bonds unless authorized by a Direct Participant in accordance with DTC’s Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Agency as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Series 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 DTC, its nominee, the Paying Agent or the Agency, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Agency or the Paying Agent, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of DTC Participants. When reference is made to any action which is required or permitted to be taken by the Beneficial Owners, such reference shall only relate to those permitted to act (by statute, regulation or otherwise) on behalf of such Beneficial Owners for such purposes. When notices are given, they shall be sent by the Agency only to DTC. 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 AND THE PAYING AGENT HAVE NO RESPONSIBILITY OR OBLIGATION TO THE DTC PARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (A) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT; (B) THE PAYMENT BY ANY DTC PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL OF AND INTEREST ON THE SERIES 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. 8 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 DTC and the Registrar, whereupon DTC will notify the DTC Participants, of the availability through DTC 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 DTC in appropriate amounts and within the guidelines set forth in the Bond Resolution. DTC may also determine to discontinue providing its services with respect to the Series 2025 Bonds at any time by giving written notice to the Agency and the Registrar and discharging 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 certificates 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 of 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 9 derived from or held in connection with the undertaking or carrying out of the Redevelopment Plan. The increment is an amount equal to ninety-five percent (95%) of the difference between: (i) The amount of ad valorem taxes levied each year by each taxing authority, exclusive of any amount from any debt service millage, on taxable real property contained within the geographic boundaries of the Redevelopment Area; and (ii) The amount of ad valorem taxes which would have been produced by the rate upon which the tax is levied each year by or for each taxing authority, exclusive of any debt service millage, upon the total of the assessed value of the taxable real property in the Redevelopment Area, as shown on the most recent assessment roll used in connection with the taxation of such property by each taxing authority prior to the effective date of the ordinance establishing the Trust Fund (the “Base Year”). The Base Year for the Redevelopment Area is 1992. Each taxing authority must, by January 1 of each year, appropriate to the Trust Fund for so long as any Bonds are Outstanding a sum which is no less than the increment defined in the Act accruing to such taxing authority. Any taxing authority that does not pay the increment to the Trust Fund by January 1 must pay an amount equal to five percent (5%) of the amount of the increment and must pay interest on the amount of the increment equal to one percent (1%) for each month the increment is outstanding; provided, however, that the Agency may waive such penalty payments in whole or in part. The increment is used to measure the amount of the contribution which must be appropriated and contributed by each taxing authority that is required to make payments. The taxing authorities are not required and cannot be compelled to levy ad valorem taxes to generate any such increment to make such payments. The statutory obligation of a taxing authority to make the required payments to a community redevelopment trust fund continues for so long as a community redevelopment agency has indebtedness outstanding pledging tax increment revenues to the payment thereof, but not to exceed thirty (30) fiscal years from the date tax increment revenues were first deposited into the redevelopment trust fund or the fiscal year in which the redevelopment plan is subsequently amended and in no event later than sixty (60) years after the fiscal year in which the redevelopment plan was initially approved or adopted. Additionally, the obligation of the governing body which established a community redevelopment agency to fund the community redevelopment trust fund annually continues until all loans, advances and 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 Interlocal Agreement (as hereinafter defined) on November 16, 1993. The RDA Interlocal 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 2015A Bonds, and most recently, by the Sixth Amendment that, among other things, authorized issuance of the Series 2025 Bonds 10 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. 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 2015A 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 2015A 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 Interlocal 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 11 Requirement and the Reserve Account Requirement. See “SECURITY AND SOURCES OF PAYMENT - Flow of Funds” herein. Flow of Funds Creation of Funds and Accounts Pursuant to the Act, the City and the County created the Trust Fund and established the Redevelopment Area. See “THE AGENCY - Creation of 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 unapplied proceeds, upon certification of a duly authorized official of the Agency that such surplus proceeds are not needed for such purposes, shall be applied to the redemption or purchase or payment of principal of Outstanding Bonds. Each of the funds and accounts created in the Bond Resolution shall be held and administered by the Agency. Such funds and accounts shall constitute trust funds held solely for the purposes provided in the Bond Resolution and (except for the Rebate Fund) for the benefit of 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 of by the Agency only in the following manner: (1) Trust Fund Revenues shall first be used, to the full extent required, for deposit into the Interest Account in the Sinking Fund, immediately upon receipt of such Trust Fund Revenues, of such sums as shall be sufficient to pay the interest becoming due on the Bonds during the current calendar year (or if such Trust Fund Revenues are deposited in the Trust Fund 12 during the first quarter of such Fiscal Year, to pay the interest becoming due on the Bonds through the end of the next succeeding calendar year); provided, however, that such deposit for interest shall not be required to be made into the Interest Account to the extent that money on deposit therein is sufficient for such purpose. The Agency shall, on the business day prior to each Interest Payment Date, transfer to the Paying Agent moneys in an amount equal to the interest due on such Interest Payment Date or shall advise the Paying Agent of the amount of any deficiency in the amount on deposit in the Interest Account so that the Paying Agent may give appropriate notice required to provide for the payment of such deficiency from any Reserve Account Insurance Policy or Reserve Account Letter of Credit on deposit in the Debt Service Reserve Account. (2) (a) Trust Fund Revenues shall next be used, to the full extent required, for deposit into the Principal Account in the Sinking Fund, immediately upon receipt of such Trust Fund Revenues, of such sums as shall be sufficient to pay the principal amount of Serial Bonds which will mature during the current calendar year (or if such Trust Fund Revenues are deposited in the Trust Fund during the first quarter of such Fiscal Year, to pay the principal amount of Serial Bonds which will mature through the end of the next succeeding calendar year); provided, however, that such deposit for principal shall not be required to be made into the Principal Account to the extent that money on deposit therein is sufficient for such purpose. The Agency shall, on the business day prior to each principal payment date, transfer to the Paying Agent moneys in an amount equal to the principal due on such principal payment date or shall advise the Paying Agent of the amount of any deficiency in the amount on deposit in the Principal Account so that the Paying Agent may give appropriate notice required to provide for the payment of such deficiency from any Reserve Account Insurance Policy or Reserve Account Letter of Credit on deposit in the Debt Service Reserve Account. (b) Trust Fund Revenues shall next be used, to the full extent required, for deposit into the Bond Redemption Account in the Sinking Fund, immediately upon receipt of such Trust Fund Revenues, of such Amortization Requirements as may be required for the payment of the Term Bonds payable from the Bond Redemption Account during the current calendar year (or if such Trust Fund Revenues are deposited in the Trust Fund during the first quarter of such Fiscal Year, for the payment of the Term Bonds payable from the Bond Redemption Account through the end of the next succeeding calendar year). (3) Trust Fund Revenues shall next be used, to the full extent required, for deposit into the Debt Service Reserve Account, immediately upon receipt of such Trust Fund Revenues, of the difference between the amount on deposit in the Debt Service Reserve Account (including any Reserve Account Insurance Policy or Reserve Account Letter of Credit) and the Reserve Account Requirement for the Bonds Outstanding; 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. 13 (5) Thereafter, the balance of any Trust Fund Revenues remaining in the Trust Fund shall, subject to the requirement to deposit moneys into the Rebate Fund, be used by the Agency for any lawful purposes, including payment of any fees and expenses of the Fiduciaries; provided, however, that none of such Trust Fund Revenues shall ever be used for the purposes provided in this paragraph (5) unless all payments required in paragraphs (1) through (4) above, including any deficiencies for prior payments and any amounts due to the issuer of any Reserve Account Insurance Policy or Reserve Account Letter of Credit, have been made in full to the date of such use. Notwithstanding anything in the preceding paragraphs (1) and (2) to the contrary, failure to make the scheduled payments specified therein shall not constitute a breach of the Agency’s obligations under the Bond Resolution so long as, on the date that any interest or principal payment is due on the Bonds, monies sufficient to make such payment are on deposit in the Interest Account, Principal Account or the Bond Redemption Account, as the case may be. In addition, if any amount applied to the payment of principal of, premium, if any, and interest on the Bonds that would have been paid from an account in the Sinking Fund, is paid instead under a Credit Facility, amounts deposited in such relevant account may be paid, to the extent required, to the issuer of the Credit Facility having therefore made said corresponding payment. Debt Service Reserve Account 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 14 under the Reserve Account Insurance Policy or the Reserve Account Letter of Credit, the Agency shall be obligated to either reinstate the maximum limits of such Reserve Account Insurance Policy or Reserve Account Letter of Credit following such disbursement or to deposit into the Debt Service Reserve Account from the Trust Fund Revenues funds in the amount of the disbursements made under such Reserve Account Insurance Policy or Reserve Account Letter of Credit, or a combination of such alternatives as shall equal the Reserve Account Requirement for the Bonds Outstanding. In the event that upon the occurrence of any deficiency in the Interest Account, the Principal Account or the Bond Redemption Account, the Debt Service Reserve Account is then funded with one or more Reserve Account Insurance Policies and/or Reserve Account Letters of Credit, the Agency or the Paying Agent, as applicable, shall, on an interest or principal payment date or mandatory redemption date to which such deficiency relates, draw upon or cause to be paid under such facilities, on a pro-rata basis thereunder, an amount sufficient to remedy such deficiency, in accordance with the terms and provisions of such facilities and any corresponding reimbursement or other agreement governing such facilities; provided however, that if at the time of such deficiency the Debt Service Reserve Account is only partially funded with one or more Reserve Account Insurance Policies and/or Reserve Account Letters of Credit, prior to drawing on such facilities or causing payments to be made thereunder, the Agency shall first apply any cash and securities on deposit in the Debt Service Reserve Account to remedy the deficiency and, if after such application a deficiency still exists, the Agency or the Paying Agent, as applicable, shall make up the balance of the deficiency by drawing on such facilities or causing payments to be made thereunder. Amounts drawn or paid under a Reserve Account Insurance Policy or Reserve Account Letter of Credit shall be applied only for the purpose of making payments of principal of and interest on the Bonds when the moneys in the Funds and Accounts held pursuant to the Bond Resolution and available for such purpose are insufficient therefor. Any amounts drawn or paid under a Reserve Account Insurance Policy or Reserve Account Letter of Credit shall be reimbursed to the issuer thereof in accordance with the terms and provisions of the reimbursement or other agreement governing such facility. 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 $19,919,000.00. In connection with the issuance of the Series 2015 Bonds, Assured Guaranty Municipal Corp., now known as Assured Guaranty Inc. (as defined herein, “AG”), delivered a municipal bond debt service reserve insurance policy (the “Reserve Policy”) in the amount of $21,729,597.00, which was the Maximum Annual Debt Service for the Series 2015 Bonds at the time of their issuance and delivery. 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 AG 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 amount available under the Reserve Policy will be $19,919,000.00, constituting the Reserve Account Requirement for the Outstanding Bonds upon issuance of the Series 2025 Bonds. 15 The Reserve Policy provides that upon notice from the Paying Agent to AG, acceptable to AG, 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, AG 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 AG 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 1:00 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 AG is incomplete, it shall be deemed not to have been received by AG for purposes of the preceding sentence and AG shall promptly so advise the Paying Agent, who may submit an amended Notice of Nonpayment. In connection with the delivery by AG of the Reserve Policy, the Agency and AG 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, AG 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 (1/12th) of the aggregate amount due to AG related to a draw under the Reserve Policy. Amounts in respect of repayments made to AG pursuant to the Insurance Agreement shall 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 2015A Bonds are no longer Outstanding under the Original Resolution. A copy of the Reserve Policy may be obtained from the Paying Agent, upon request. For information concerning AG, including its financial strength and credit ratings, see the website of AG at http://www.assuredguaranty.com or request such information directly from AG at Assured Guaranty Inc.: 1633 Broadway, New York, New York 10019, Attention: Communications Department (telephone (212) 974-0100). Except for the information concerning AG, the Reserve Policy and the Insurance Agreement provided above, no information available on or through AG’s website shall be deemed to be part of or incorporated in this Official Statement. 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 are 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 16 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 (150%) 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 (1) the Maximum Annual Debt Service (a) with respect to the Bonds of all Series Outstanding immediately prior to the date of authentication and delivery of such refunding Bonds, and (b) with respect to the Bonds of all Series to be Outstanding immediately thereafter, and (2) that the Maximum Annual Debt Service set forth pursuant to (b) above is no greater than that set forth pursuant to (a) above. The term “additional parity Bonds” shall be deemed to mean additional obligations evidenced by Bonds issued under the provisions and within the limitations set forth in the 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 shall 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) shall 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. 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 17 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 “APPENDIX 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 all of the several Series of Bonds then Outstanding are affected by the modification or amendment, the Holders of more than fifty percent (50%) in aggregate principal amount of the Bonds of each Series so affected and Outstanding at the time such consent is given. However, no modification or amendment shall permit (i) a change in the maturity of any of the Bonds or a reduction in the rate of interest thereon, (ii) a change in the promise of the Agency to pay the principal of and interest on any Bonds, as the same mature or become due, from the Pledged Funds, or (iii) a reduction in the required percentage of Holders of the Bonds, as described above, for modifications or amendments, without the consent of all of the Holders of the Bonds outstanding. For the purpose of Bondholders’ voting rights or consents authorized by the Bond Resolution, the consent of the Holders of any additional Series of Bonds shall be deemed given if the underwriters or initial purchasers for resale consent in writing to such supplemental resolution and the nature of the 18 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 Holders of such Bonds. Notwithstanding the foregoing, the Agency may, from time to time, without the consent of the Holders of any Series of Bonds, amend, change, modify or alter the Bond Resolution for any of the specifically authorized reasons set forth in Sections 601(a) through (h) of the Original Resolution. See “APPENDIX C - The Bond Resolution.” BOND INSURANCE THE INFORMATION IN THIS SECTION CONCERNING THE POLICY AND AG HAS BEEN OBTAINED FROM AG. NEITHER THE AGENCY NOR THE UNDERWRITERS TAKE RESPONSIBILITY FOR THE ACCURACY THEREOF. Bond Insurance Policy Concurrently with the issuance of the Series 2025 Bonds, AG will issue its municipal bond insurance policy for the Series 2025 Bonds (the “Policy”). The Policy guarantees the scheduled payment of the principal of and interest on the Series 2025 Bonds, when due, as set forth in the form of the Policy included as Appendix G to this Official Statement. The Policy is not covered by any insurance security or guaranty fund established under New York, Maryland, California, Connecticut or Florida insurance law. Assured Guaranty Inc. AG is a Maryland domiciled financial guaranty insurance company and an indirect subsidiary of Assured Guaranty Ltd. (“AGL” and together with its subsidiaries, “Assured Guaranty”), a Bermuda-based holding company whose shares are publicly traded and are listed on the New York Stock Exchange under the symbol “AGO.” AGL, through its subsidiaries, provides credit enhancement products to the U.S. and non-U.S. public finance (including infrastructure) and structured finance markets and participates in the asset management business through ownership interests in Sound Point Capital Management, LP and certain of its investment management affiliates. Only AG is obligated to pay claims under the insurance policies AG has issued, and not AGL or any of its shareholders or other affiliates. AG’s financial strength is rated “AA” (stable outlook) by S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC (“S&P”), “AA+” (stable outlook) by Kroll Bond Rating Agency, Inc. (“KBRA”) and “A1” (stable outlook) by Moody’s Ratings (“Moody’s”). Each rating of AG should be evaluated independently. An explanation of the significance of the above ratings may be obtained from the applicable rating agency. The above ratings are not recommendations to buy, sell or hold any security, and such ratings are subject to revision or withdrawal at any time by the rating agencies, including withdrawal initiated at the request of AG in its sole discretion. In addition, the rating agencies may at any time change AG’s long-term rating outlooks or place such ratings on a watch list for possible downgrade in the near term. Any downward revision or withdrawal of any of the above ratings, the 19 assignment of a negative outlook to such ratings or the placement of such ratings on a negative watch list may have an adverse effect on the market price of any security guaranteed by AG. AG only guarantees scheduled principal and scheduled interest payments payable by the issuer of bonds insured by AG on the date(s) when such amounts were initially scheduled to become due and payable (subject to and in accordance with the terms of the relevant insurance policy), and does not guarantee the market price or liquidity of the securities it insures, nor does it guarantee that the ratings on such securities will not be revised or withdrawn. Merger of Assured Guaranty Municipal Corp. Into Assured Guaranty Inc. On August 1, 2024, Assured Guaranty Municipal Corp., a New York domiciled financial guaranty insurance company and an affiliate of AG (“AGM”), merged with and into AG, with AG as the surviving company (such transaction, the “Merger”). Upon the Merger, all liabilities of AGM, including insurance policies issued or assumed by AGM, became obligations of AG. Current Financial Strength Ratings On June 30, 2025, S&P announced that it had affirmed AG’s financial strength rating of “AA” (stable outlook). On October 18, 2024, KBRA announced it had affirmed AG’s insurance financial strength rating of “AA+” (stable outlook). On July 10, 2024, Moody’s, following Assured Guaranty’s announcement of the Merger, announced that it had affirmed AG’s insurance financial strength rating of “A1” (stable outlook). AG can give no assurance as to any further ratings action that S&P, Moody’s and/or KBRA may take. For more information regarding AG’s financial strength ratings and the risks relating thereto, see AGL’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Capitalization of AG At March 31, 2025: • The policyholders' surplus of AG was approximately $3,522 million. • The contingency reserve of AG was approximately $1,421 million. • The net unearned premium reserves and net deferred ceding commission income of AG and its subsidiaries (as described below) were approximately $2,416 million. Such amount includes (i) 100% of the net unearned premium reserve and net deferred ceding commission income of AG and (ii) the net unearned premium reserves and net deferred ceding commissions of AG’s wholly owned subsidiary Assured Guaranty UK Limited (“AGUK”), and its 99.9999% owned subsidiary Assured Guaranty (Europe) SA (“AGE”). The policyholders’ surplus, contingency reserve, and net unearned premium reserves and net deferred ceding commission income of AG were determined in accordance with statutory accounting principles. 20 The net unearned premium reserves and net deferred ceding commissions of AGUK and AGE were determined in accordance with accounting principles generally accepted in the United States of America. Incorporation of Certain Documents by Reference Portions of the following documents filed by AGL with the Securities and Exchange Commission (the “SEC”) that relate to AG are incorporated by reference into this Official Statement and shall be deemed to be a part hereof: (i) the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (filed by AGL with the SEC on February 28, 2025); and (ii) the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 (filed by AGL with the SEC on May 9, 2025). All information relating to AG included in, or as exhibits to, documents filed by AGL with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, excluding Current Reports or portions thereof “furnished” under Item 2.02 or Item 7.01 of Form 8 K, after the filing of the last document referred to above and before the termination of the offering of the Series 2025 Bonds shall be deemed incorporated by reference into this Official Statement and to be a part hereof from the respective dates of filing such documents. Copies of materials incorporated by reference are available over the internet at the SEC’s website at http://www.sec.gov, at AGL’s website at http://www.assuredguaranty.com, or will be provided upon request to Assured Guaranty Inc.: 1633 Broadway, New York, New York 10019, Attention: Communications Department (telephone (212) 974-0100). Except for the information referred to above, no information available on or through AGL’s website shall be deemed to be part of or incorporated in this Official Statement. Any information regarding AG included herein under the caption “BOND INSURANCE - Assured Guaranty Inc.” or included in a document incorporated by reference herein (collectively, the “AG Information”) shall be modified or superseded to the extent that any subsequently included AG Information (either directly or through incorporation by reference) modifies or supersedes such previously included AG Information. Any AG Information so modified or superseded shall not constitute a part of this Official Statement, except as so modified or superseded. Miscellaneous Matters AG makes no representation regarding the Series 2025 Bonds or the advisability of investing in the Series 2025 Bonds. In addition, AG has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding AG supplied by AG and presented under the heading “BOND INSURANCE.” BOND INSURANCE RISK FACTORS In the event of default of the scheduled payment of debt service on the Series 2025 Bonds, when all or some becomes due, the Paying Agent on behalf of owners of the Series 2025 Bonds will have a claim under the Policy for such payments. However, in the event of any default or otherwise, the payments are to be made in such amounts and at such times as such payments would have been due had there not been any such default. The Policy will not insure prepayment premium, if any. 21 Under most circumstances, default of payment of the principal of and interest on the Series 2025 Bonds does not obligate extraordinary redemption of the obligations of the Insurer without appropriate consent. So long as the Insurer shall not be in default in the payment obligations under the Policy, the Insurer shall be deemed to be the Holder of the Series 2025 Bonds for the purposes of determining remedies and providing consent under the Bond Resolution. In the event the Insurer is unable to make payment of the principal of and interest on the Series 2025 Bonds, as such payments become due under a Policy, the Series 2025 Bonds are payable solely from the moneys received pursuant to the Bond Resolution. In the event the Insurer becomes obligated to make payments with respect to the Series 2025 Bonds, no assurance is given that such event will not adversely affect the market price of the Series 2025 Bonds or the marketability (liquidity) for the Series 2025 Bonds. The long-term ratings on the Series 2025 Bonds with respect to the Policy are dependent in part on the financial strength of the Insurer and its claims paying ability. The 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 Insurer and of the ratings on the Series 2025 Bonds will not be subject to downgrade. Any long-term ratings downgrade could adversely affect the market price of the Series 2025 Bonds or the marketability (liquidity) for the Series 2025 Bonds. The obligations of the Insurer are unsecured obligations of the Insurer. In an event of default by the Insurer, the remedies available may be limited by applicable bankruptcy law or other similar laws related to insolvency. See “RATINGS” herein. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 22 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 2015A Bonds Outstanding September 30 Principal Interest Total Principal Interest Total Bonds 2026 $ 4,515,000.00 $ 11,731,866.67 $ 16,246,866.67 $ 0.00 $ 250.00 $ 250.00 $ 16,247,116.67 2027 8,300,000.00 11,612,250.00 19,912,250.00 0.00 250.00 250.00 19,912,500.00 2028 8,730,000.00 11,186,500.00 19,916,500.00 0.00 250.00 250.00 19,916,750.00 2029 9,180,000.00 10,738,750.00 19,918,750.00 0.00 250.00 250.00 19,919,000.00 2030 9,650,000.00 10,268,000.00 19,918,000.00 0.00 250.00 250.00 19,918,250.00 2031 10,145,000.00 9,773,125.00 19,918,125.00 0.00 250.00 250.00 19,918,375.00 2032 10,665,000.00 9,252,875.00 19,917,875.00 0.00 250.00 250.00 19,918,125.00 2033 11,210,000.00 8,706,000.00 19,916,000.00 0.00 250.00 250.00 19,916,250.00 2034 11,780,000.00 8,131,250.00 19,911,250.00 0.00 250.00 250.00 19,911,500.00 2035 12,385,000.00 7,527,125.00 19,912,125.00 0.00 250.00 250.00 19,912,375.00 2036 13,025,000.00 6,891,875.00 19,916,875.00 0.00 250.00 250.00 19,917,125.00 2037 13,690,000.00 6,224,000.00 19,914,000.00 0.00 250.00 250.00 19,914,250.00 2038 14,390,000.00 5,522,000.00 19,912,000.00 0.00 250.00 250.00 19,912,250.00 2039 15,130,000.00 4,784,000.00 19,914,000.00 0.00 250.00 250.00 19,914,250.00 2040 15,905,000.00 4,008,125.00 19,913,125.00 0.00 250.00 250.00 19,913,375.00 2041 16,720,000.00 3,192,500.00 19,912,500.00 0.00 250.00 250.00 19,912,750.00 2042 17,580,000.00 2,335,000.00 19,915,000.00 0.00 250.00 250.00 19,915,250.00 2043 18,485,000.00 1,433,375.00 19,918,375.00 0.00 250.00 250.00 19,918,625.00 2044 19,425,000.00 485,625.00 19,910,625.00 5,000.00 125.00 5,125.00 19,915,750.00 Total $240,910,000.00 $133,804,241.67 $374,714,241.67 $5,000.00 $4,625.00 $9,625.00 $374,723,866.67 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 received by taxing authorities in the area when the redevelopment trust fund is created. See “SECURITY AND SOURCES OF PAYMENT - Pledged Funds” herein. 23 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 14th Lane (the “Redevelopment Area”) to be a “blighted area,” within the meaning of Section 163.340(8) of the Act, (ii) determined that the Redevelopment Area was in need of rehabilitation, conservation, redevelopment, or a combination of such activities and (iii) delegated to the City, pursuant to Section 163.410 of the Act, the power to (a) make findings and determine the Redevelopment Area to be a slum and/or blighted area, (b) make findings of necessity as to the rehabilitation, conservation, and/or redevelopment of the Redevelopment Area, (c) create a community redevelopment agency and delegate powers to the agency, or declare itself as the agency with the power to exercise such powers assigned to the agency, and (d) initiate, prepare and adopt a plan of redevelopment and any amendments thereto, subject to the review and approval of the County Commission. In response to the findings in Resolution No. R-14-93, on February 3, 1993 the City Commission adopted Resolution No. 93-20709, which among other things (i) declared the Redevelopment Area, known as the “City Center/Historic Convention Village Redevelopment and Revitalization Area,” to be a “blighted area,” (ii) determined that the Redevelopment Area was in need of rehabilitation, conservation, redevelopment, or a combination of such activities, (iii) declared that the City’s existing community redevelopment agency would serve as the community redevelopment agency for the Redevelopment Area, with all of the powers permitted a community redevelopment agency under the Act, and with the City Commission serving as the members of the Agency, and (iv) directed the initiation, preparation and adoption of a redevelopment plan for the Redevelopment Area. On February 3, 1993, the 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 Interlocal Cooperation Agreement between the City and the County, dated and executed on November 16, 1993 (the “RDA Interlocal Agreement”) providing for certain responsibilities related to operations in the Redevelopment Area, including a delegation to the City, directly or through the Agency, of powers conferred upon the County in Part III of Chapter 163 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 Interlocal Agreement. In accordance with Section 163.387 of the Act, on February 24, 1993 the City Commission enacted Ordinance No. 93-2836 to create the Trust Fund. On April 27, 1993 the County Commission enacted 24 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 11, 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-1110-14 on December 16, 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; (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; 25 (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: Miami Beach Redevelopment Agency Agency Members Date Term Ends Steven Meiner, Chairperson November 2025 David Suarez, Vice Chairperson(1)November 2027 Tanya K. Bhatt November 2027 Laura Dominguez November 2025 Alex Fernandez November 2025 Joseph Magazine November 2027 Kristen Rosen Gonzalez November 2025 Eileen Higgins(2)November 2028 _________________ (1) The term as Vice Mayor of the City Commission and as Vice Chairperson of the Agency of David Suarez is scheduled to expire on July 31, 2025. Commissioner Joseph Magazine is expected to be the new Vice Mayor of the City Commission and Vice Chairperson of the Agency, with a term commencing on August 1, 2025 and ending on October 31, 2025. (2) 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. 26 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 are responsible for the day-to-day operation of the Agency: Eric T. Carpenter, P.E., Executive Director. 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 Greene, Chief Financial Officer. Mr. Greene was appointed Chief Financial Officer for the City in February 2023. As such, he is considered the Chief Financial Officer of the Agency, although such position is not officially created for or by the Agency. 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 27 Officer (CGFO), Certified Fraud Examiner (CFE), Certified Public Funds Investment Manager (CPFIM), and Certified Internal Controls Auditor (CICA) 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 was appointed the Assistant City Manager in charge of the department responsible for community development within the City in April 2025. As such, she is considered the Assistant Executive Director of the Agency, although such position is not officially created for or by the Agency. 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 2010, 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 11, 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 Interlocal 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 28 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 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 $101,090,000.00 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-1110-14 on December 16, 2014, the RDA Interlocal Agreement was amended by the Third Amendment to the Interlocal 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: (1) the issuance of the Series 2015 Bonds for each of the purposes for which the Series 2015 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 Interlocal 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: 29 (1) 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); (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: (1) modification of the obligation to pay $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: (1) 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 2015A 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; 30 (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 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 (5th) 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 (100%) 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. Pursuant to the terms of the Grant Agreement, the Agency’s obligation to pay the Semi- Annual Installment referenced above (i) shall commence on August 1, 2025 and end on February 1, 2030 and (ii) is currently anticipated to equal, in the aggregate, $86,200,000 but shall not exceed $92,200,000. The Agency’s requirement to make 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. Also see footnote 3 in the table captioned “City Center/Historic Convention Village Projections of Revenues, Expenditures and Changes in Fund Balances” in the section “TRUST FUND REVENUES - Projected Trust Fund Revenues” 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 31 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 Hotel, 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 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: (1) 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 Interlocal 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 pursuant to the provisions of the Grant Agreement 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 are 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. 32 Set forth below is a table that shows the Trust Fund Revenues collected from the City and the County for the past ten (10) years. For more detailed information relating to the City and the County, see “APPENDIX A - General Information and Economic Data Regarding the City of Miami Beach, Florida and Miami-Dade County, Florida.” Historical Trust Fund Revenues A B =A+B Tax Roll Year As of January 1 Fiscal Year Ended September 30 City of Miami Beach (1) Miami-Dade County (1) The Children’s Trust (1)(2) Total Trust Fund Revenues (1)(3) Percentage Increase or Decrease Over Prior Year (4) Dollar Increase or Decrease Over Prior Year (4) 2015 2016 $22,136,749 $20,079,885 $2,146,798 $42,216,634 16.45% $ 5,964,736 2016 2017 25,744,727 23,587,278 - 0 - 49,332,005 16.85 7,115,371 2017 2018 27,497,948 22,422,329 - 0 - 49,920,277 1.19 588,272 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 0.33 177,916 2023 2024 31,026,462 24,346,511 - 0 - 55,372,973 2.36 1,279,122 2024 2025(5) 33,909,557 26,460,176 - 0 - 60,369,733 9.02 4,996,760 _______________________ Source: City of Miami Beach Finance Department. (1) Represents the actual amount of Trust Fund Revenues available for deposit into the Trust Fund after 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. Determinations of the amount paid each Fiscal Year are based on the taxable values contained in the preliminary assessment roll for such Fiscal Year and adjustments made based on prior year payments, after taxable values are established in the final assessment roll for a Fiscal Year. For a summary of the 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, see the table in this section of the Official Statement captioned “City Center/Historic Convention Village Statement of Historical Revenues, Expenditures and Changes in Fund Balances.” (2) The millage rate for The Children’s Trust is 0.5000 mills. (3) The Children’s Trust is exempt from the obligation to make tax increment payments (see “SECURITY AND SOURCES OF PAYMENT - Pledged Funds - Exemptions from Trust Fund” herein). The total reflects the amount of Trust Fund Revenues collected solely from the City and the County, which are 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” herein. (4) Based on total collected for the City and the County and does not take into account any amounts collected from The Children’s Trust. See footnote 1 and 3 of this table. (5) Represents unaudited actual totals and is subject to year-end adjustments. 33 Set forth below is a table that shows the assessed value of the taxable real property in the Redevelopment Area that provided the basis for the amount of Trust Fund Revenues collected from the City and the County for the past ten (10) years. Historical City Center/Historic Convention Village Real Property Assessed Values A B =A-B Tax Roll Year As of January 1 Fiscal Year Ended September 30 Gross Taxable Value (1) Percentage Increase or Decrease Over Prior Year Base Year Taxable Value (2) Incremental Value (3) Percentage Increase or Decrease Over Prior Year Dollar Increase or Decrease Over Prior Year 2014 2015 $4,186,683,074 8.14% $292,572,271 $3,894,110,803 8.81% $ 315,273,343 2015 2016 4,821,643,185 15.17 292,572,271 4,529,070,914 16.31 634,960,111 2016 2017 5,612,744,843 16.41 292,572,271 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 2.74 292,572,271 5,895,454,651 2.88 164,801,642 2024 2025(4) 6,709,447,439 8.43 292,572,271 6,416,875,168 8.84 521,420,517 _______________________ Source: City of Miami Beach Finance Department. (1) 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 1, 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] 34 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 Tax Roll Year As of January 1 Fiscal Year Ended September 30 New Construction Increase or (Decrease) in Taxable Value (1) 2019 2020 $ 2,349,820 2020 2021 243,377,579 2021 2022 10,545,889 2022 2023 41,648,021 2023 2024 (23,071,772) ________________ Source: Miami-Dade County Property Appraiser’s Office. (1) 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] 35 Set forth below is a table that shows the top ten (10) 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 Name of Taxpayer Use of Property Taxable Value Percentage of Fiscal Year 2024 Gross Taxable Value 2201 Collins Fee LLC (1)Hotel / Residential $254,264,627 4.17% MB Redevelopment Inc. / Loews Hotel (1)Hotel 251,900,000 4.13 SB Hotel Owner LP (1)Retail / Hotel 221,603,447 3.63 1111 Lincoln LLC (1)Office / Retail 109,998,971 1.80 Di Lido Beach Hotel Corp.Hotel / Retail 108,789,680 1.78 Playa Retail Investments (1)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 $1,347,589,765 22.09% ________________ Source: City of Miami Beach Budget Department and the Miami-Dade County Property Appraiser’s Office. (1) Five of the City’s ten (10) 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] 36 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 Year as of January 1 Fiscal Year Ended September 30 City of Miami Beach Miami-Dade 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] 37 City Center/Historic Convention Village Statement of Historical Revenues, Expenditures and Changes in Fund Balances Fiscal Year Ended September 30, 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(1)- 0 - - 0 - - 0 - 1 - 0 - Intergovernmental - 0 - 319,041 - 0 - - 0 - - 0 - Interest(2)905,908 433,367 (4,834,612) 2,749,782 5,072,279 Other - 0 - 3,688 - 0 - - 0 - 1 Total Revenues 57,483,379 57,190,365 49,081,323 56,843,634 60,445,253 Expenditures General government(3)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(4) - 0 - - 0 - - 0 - 2,942 1,572 Total Expenditures 19,670,355 29,918,877 25,072,394 26,856,563 21,539,747 Excess (deficiency) of revenues over (under) expenditures 37,813,024 27,271,488 24,008,929 29,987,071 38,905,506 Other Financing Sources (Uses) SBITA liabilities issued(4)- 0 - - 0 - - 0 - - 0 - 8,362 Transfers out (30,205,597) (21,706,729) (54,313,369) (27,230,050) (24,911,578) Total Other Financing Sources (Uses)(30,205,597) (21,706,729) (54,313,369) (27,230,050) (24,903,216) Net change in fund balances 7,607,427 5,564,759 (30,304,440) 2,757,021 14,002,290 Fund balances - beginning of year 52,257,898 59,865,325 65,430,084 35,125,644 37,882,665 Fund balances - end of year $59,865,325 $65,430,084 $35,125,644 $37,882,665 $51,884,955 ___________________________ Footnotes for the immediately preceding table are provided below and continued on the next page. 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, 2024. (1) 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. 38 (2) 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 overnight 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. (3) 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. (4) 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(1) 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 (22,412,203) (26,030,168) (41,648,021) (38,641,998) (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) (292,572,271) (292,572,271) (292,572,271) (292,572,271) Incremental Taxable Value $5,965,800,515 $5,911,813,669 $5,685,291,833 $5,730,653,009 $5,895,454,651 City of Miami Beach(2) Millage Rate (City) 5.7288 5.7288 5.7626 5.8155 5.8155 Gross Incremental Revenue(3)$34,176,878 $33,867,598 $32,762,063 $33,326,613 $34,285,017 Statutory Reduction (5.0%) (1,708,844) (1,693,380) (1,638,103) (1,666,331) (1,714,251) City Tax Incremental Revenue(3) 32,468,034 32,174,218 31,123,960 31,660,282 32,570,766 Miami-Dade County(2) Millage Rate (County) 4.6669 4.6669 4.6669 4.6202 4.5740 Gross Incremental Revenue(3)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) (1,322,757) (1,347,220) County Tax Incremental Revenue(3) 26,428,954 26,189,600 25,185,304 25,132,382 25,597,181 Total Tax Incremental Revenue(3)$58,896,988 $58,363,818 $56,309,264 $56,792,664 $58,167,947 ___________________________ Source: City of Miami Beach Finance Department. Footnotes for the immediately preceding table are provided on the next page. 39 (1) 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 2015 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 Trust Fund Revenues(1) Debt Service on Outstanding Series 2015 Bonds (2)(3) Debt Service Coverage on Outstanding Series 2015 Bonds (2)(3) 2016 $42,216,634 $21,729,597 1.94x 2017 49,332,005 21,729,597 2.27 2018 49,920,277 21,729,597 2.30 2019 53,142,078 21,729,597 2.45 2020 56,577,471 21,729,597 2.60 2021 56,434,269 21,729,597 2.60 2022 53,915,935 21,729,597 2.48 2023 54,093,851 21,729,597 2.49 2024 55,372,973 20,911,250 2.65 2025 60,369,733 20,911,250 2.89 _____________________ Source: City of Miami Beach Finance Department. Footnotes for the immediately preceding table are provided below and continued on the next page. (1) Reflects the amount of Trust Fund Revenues 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” herein. 40 (2) Reflects Maximum Annual Debt Service on the Series 2015 Bonds. (3) All of the Outstanding Series 2015 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 1, 2044, shall be defeased upon issuance of the Series 2025 Bonds. See “PURPOSE OF THE ISSUE - Plan of Refunding” herein. Projected Trust Fund Revenues Set forth below is a table that shows the projected taxable value of real property in the Redevelopment Area, and the Trust Fund Revenues projected to be available from the City and the County for the next ten (10) Fiscal 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.” Projected Trust Fund Revenues A B =A-B C D =C+D Tax Roll Year As of January 1 Fiscal Year Ending September 30 Gross Taxable Value (1) Base Year Taxable Value (2) Incremental Value City of Miami Beach (3) Miami-Dade County (3) Total Trust Fund Revenues 2024 2025 $6,709,447,439 $292,572,271 $6,416,875,168 $33,909,557 $26,460,176 $60,369,733 2025 2026 6,944,278,099 292,572,271 6,651,705,828 36,980,757 28,882,608 65,863,365 2026 2027 7,187,327,833 292,572,271 6,894,755,562 38,332,014 29,937,995 68,270,009 2027 2028 7,438,884,307 292,572,271 7,146,312,036 39,730,565 31,030,321 70,760,886 2028 2029 7,699,245,258 292,572,271 7,406,672,987 41,178,065 32,160,878 73,338,943 2029 2030 7,968,718,842 292,572,271 7,676,146,571 42,676,228 33,331,005 76,007,233 2030 2031 8,247,624,001 292,572,271 7,955,051,730 44,226,826 34,542,086 78,768,912 2031 2032 8,536,290,841 292,572,271 8,243,718,570 45,831,695 35,795,555 81,627,250 2032 2033 8,835,061,021 292,572,271 8,542,488,750 47,492,735 37,092,896 84,585,631 2033 2034 9,144,288,156 292,572,271 8,851,715,885 49,211,911 38,435,643 87,647,554 _______________________ Source: City of Miami Beach Finance Department. (1) Represents a projected growth rate of five percent (5%) of the gross taxable value of real property in the Redevelopment Area established in the preliminary assessment roll for the Fiscal Year ending September 30, 2025, a five percent (5.0%) growth rate from Fiscal Year 2026 to Fiscal Year 2028 and a growth rate of three and one-half percent (3.5%) in each Fiscal Year thereafter. (2) Represents taxable value of real property in the Redevelopment Area for the tax roll year as of January 1, 1992, Fiscal Year ended September 30, 1993. See “SECURITY AND SOURCES OF PAYMENT - Pledged Funds - Trust Fund” herein. (3) Based on the projected gross taxable value in each Fiscal Year, assuming the millage rate in effect for the Fiscal Year ending September 30, 2025. Such millage rate is 5.8522 mills for the City and 4.5740 for the County. 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 Interlocal 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 41 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 Interlocal 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(1) A B C D E F (= B+C+D) (= A-E) Fiscal Year Ending September 30 Total Trust Fund Revenues Annual Debt Service on Outstanding Bonds (2) Convention Center Operating Subsidy (3) Operating Expenses of the Agency (4) Total of Debt Service and Expenses Payments Annual Excess Trust Fund Revenues (5) Cumulative Excess Trust Fund Revenues (6) 2025 $60,369,733 $21,103,500 $4,000,000 $43,638,000 $68,741,500 $(8,371,767) $ 10,837,625 2026 65,863,365 16,247,117 4,160,000 36,762,569 57,169,686 8,693,679 19,531,304 2027 68,270,009 19,912,500 4,326,400 37,438,745 61,677,645 6,592,364 26,123,668 2028 70,760,886 19,916,750 4,499,456 38,134,173 62,550,379 8,210,507 34,334,175 2029 73,338,943 19,919,000 4,679,434 38,851,681 63,450,115 9,888,830 44,223,005 2030 76,007,233 19,918,250 4,866,611 39,590,907 64,375,768 11,631,465 55,854,470 2031 78,768,912 19,918,375 5,061,276 25,907,510 50,887,161 27,881,751 83,736,221 2032 81,627,250 19,918,125 5,263,727 26,692,168 51,874,020 29,753,230 113,489,451 2033 84,585,631 19,916,250 5,474,276 27,500,581 52,891,107 31,694,524 145,183,975 2034 87,647,554 19,911,500 5,693,247 28,333,467 53,938,214 33,709,340 178,893,315 _______________________ Source: City of Miami Beach Finance Department. Footnotes for the immediately preceding table are provided below and continued on the next page. (1) Numbers may not add due to rounding. (2) Represents the annual Debt Service Requirement for the (i) Series 2025 Bonds and (ii) Unrefunded Series 2015A Bonds. See “DEBT SERVICE SCHEDULE” herein. For the Fiscal Year ending September 30, 2026, the amount reflected represents solely the additional Trust Fund Revenues required to satisfy the Debt Service Requirement for such Fiscal Year, taking into account $3,454,166.67 held in the Principal Account in the Sinking Fund and $213,733.33 held in the Interest Account in the Sinking Fund at the time of issuance of the Series 2025 Bonds to satisfy the Debt Service Requirement for such Fiscal Year. (3) 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. (4) 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 to $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 42 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 to $8,068,228 for Fiscal Year 2034, (iv) 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 $75,000,000 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 to $14,445,000 when such bonds mature in Fiscal Year 2030, with a maximum payment of $14,449,000 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. (5) 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. (6) 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 Maximum Annual Debt Service for the Outstanding 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 Trust Fund Revenues(1) Maximum Annual Debt Service for Outstanding Bonds(2) Coverage of Maximum Annual Debt Service for Outstanding Bonds(2) 2025 $60,369,733 $20,911,250 2.89x 2026 65,863,365 19,919,000 3.31 2027 68,270,009 19,919,000 3.43 2028 70,760,886 19,919,000 3.55 2029 73,338,943 19,919,000 3.68 2030 76,007,233 19,918,625 3.82 2031 78,768,912 19,918,625 3.95 2032 81,627,250 19,918,625 4.10 2033 84,585,631 19,918,625 4.25 2034 87,647,554 19,918,625 4.40 _____________________ Source: City of Miami Beach Finance Department. 43 Footnotes below are provided for the table on the immediately preceding page. (1) 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 Maximum Annual Debt Service requirement for (a) the Fiscal Year ending September 30, 2025, the Outstanding Series 2015A Bonds prior to issuance of the Series 2025 Bonds; and (b) the Fiscal Years ending September 30, 2026 through 2034 (i) the Series 2025 Bonds and (ii) the Unrefunded Series 2015A Bonds. See “DEBT SERVICE SCHEDULE” herein. 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-19 in the United States in early calendar year 2020 affected travel, commerce and financial markets globally. In response, the Agency undertook certain cost reduction strategies 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”) Act, the City received a one-time award of $41.1 million in reimbursements for unbudgeted General Fund expenditures incurred in response to COVID-19. In addition, pursuant to the American Rescue Plan Act of 2021 (“ARPA”), the City received a one-time award of approximately $23.6 million to address revenue shortfalls attributable to COVID-19. All of 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, 44 no materially negative affect on the collection of Trust Fund Revenues resulted from the impacts of COVID-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 45 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://southeastfloridaclimatecompact.org/. The City also was selected by the Rockefeller Foundation as part of its 100 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 100 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. Public Infrastructure One of the most critical natural defenses against storm surge and certain negative impacts of climate change is the County’s renourished beaches and extensive coastal dune system on the east side of the City. Such beaches and coastal dune system serve as a vital buffer between coastal infrastructure and the impacts of wave action and surge during storm events. The United States Army Corps of Engineers (the “USACE”) 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 USACE 50-year plan for beach renourishment was signed in 2022. For information concerning such plan, see: https://www.saj.usace.army.mil/MiamiDadeCSRM/. The most recent beach renourishment was completed in 2023 at an estimated cost of $40,468,000. The County is working with the USACE to secure funding for the next renourishment 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 are 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 (10) feet on average). 46 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 built during a previous stormwater infrastructure program. Such older generation pump stations supplement the City’s current resilience and flood mitigation program as new pump stations are being designed and constructed. Among other sources of funding, in calendar years 2015 and 2017, the City issued $100 million of Stormwater Revenue Bonds and in calendar year 2017, $85 million of Water and Sewer Revenue Bonds to implement infrastructure projects that will aid in the fight against the negative impacts of climate change. In 2018, the electors of the City approved the issuance of various series of general obligation bonds; approximately $200 million of such bonds are expected to be used to fund infrastructure projects that also will aid in the fight against the negative impacts of climate change. In addition, the City expects to utilize approximately $100 million in tax increment revenue from the County to fund infrastructure projects for sea level rise mitigation. The City is preparing, together with a consulting engineering firm retained for such purpose, an integrated water management plan that will establish a strategy and schedule for the implementation during the next five (5) to ten (10) years of infrastructure improvements designed to alleviate or prevent negative impacts expected to result from climate change. Recent improvements to the City’s stormwater system have significantly increased the system’s pipe and pumping capacity, enabling the system to handle more intense rainfall in 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 (1) to five (5) feet higher than the Federal Emergency Management Agency (“FEMA”) requirement; (ii) a minimum FEMA freeboard requirement for new construction and significant renovations throughout the City; (iii) sea level rise and resilience review criteria for use by land use boards in the City; (iv) an increase in allowable height of commercial property to provide additional ground floor height for future elevation of the first floor; (v) an increase in the 47 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 backflow 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-à-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. 48 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, system administrators and analysts and field technicians. Additionally, the City has internet security vendors on retainer to provide industry expertise that can be quickly accessed to respond to and remedy a cybersecurity incident. Budgetary funds are also available to secure the services of other professional consultants to respond to a cybersecurity incident, if needed. The City’s Security Operations Center monitors computer and network logs for cybersecurity issues, constantly scanning infrastructure for vulnerabilities. In addition, the City has other systems to monitor inbound and outbound traffic and to respond automatically with counter measures when cybersecurity abnormalities occur. The City regularly refines and seeks to improve its cybersecurity risk management policies and procedures and regularly trains employees to comply with cybersecurity regulatory requirements. It also maintains cyber risk insurance to help mitigate its exposure to security attacks that are known to cripple an organization’s technology system and/or fraudulently confiscate funds. While City cybersecurity and operational safeguards are periodically tested, no assurances can be given that such measures will ensure protection against all cybersecurity threats or attacks. Cybersecurity breaches could damage or compromise the City’s computer network and the confidentiality, integrity, or availability of the City’s computer system or the Computer Information. The potential disruption, access, modification, disclosure or destruction of Computer Information could result in the interruption of City commerce, the initiation of legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, and the loss of confidence in City functions, which could adversely affect City revenues or cause a material disruption in the City’s operations or the appropriate provision of City services. The costs of remedying any such damage or protecting against future attacks could be substantial and in excess of the maximum amount of the City’s cyber risk insurance policy. Further, the litigation to which the City could be exposed following a cybersecurity breach could be significant, which could cause the City to incur material costs related to such legal claims or proceedings. 49 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 obligations supported by the full faith and credit of the City, the Agency, the County or the State or any political subdivision of the foregoing, but are payable solely from the Pledged Funds. 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. 50 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 turn, 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 Area whose growth will not generate Trust Fund Revenues. The growth strategy for the Redevelopment Area is heavily dependent upon the development of commercial projects. In the event that a large number of commercial projects are constructed in the City outside the Redevelopment Area, the demand for commercial space within the Redevelopment Area could be reduced, thereby leading to a possible reduction in future development in the Redevelopment Area and a reduction in the collection of Trust Fund Revenues. Millage Rates The addition of significant numbers of new taxpayers or an increase of property values outside the Redevelopment Area could result in an environment favorable to the reduction of the County and/or the City millage rate. The County and/or the City could determine that its millage rates should be reduced for other reasons as well. Any reduction in millage rates by the County or the City could reduce the amount of Trust Fund Revenues payable by the County and/or the City which, in turn, could negatively impact the ability of the Agency to pay debt service on the 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 Area. 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 Area by the State or political subdivisions exercising their respective rights of eminent domain, or social, economic or demographic factors (or adverse public perceptions related thereto) beyond the control of the Agency, the City or the taxpayers in the Redevelopment Area. Any or all of such events could materially, adversely affect the realization and collection of Trust Fund Revenues. State, National and International Economic and Political Factors Certain economic or political developments, such as new downturns in the State, national or international economy, international currency fluctuations, increased national or international restrictions 51 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 Area 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. In 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 17th 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 $75,000,000 of proceeds to pay a portion of the cost of constructing certain related public improvements. The payment of debt service on such $75,000,000 of proceeds and costs related to the issuance of such bonds is secured by the Grant Agreement, which estimates the total payment of principal, 52 interest and costs to be $86,200,000 and limits such total payment due from the Agency to an amount which shall not exceed $92,200,000. The Grant Agreement requires the Agency to utilize available Trust Fund Revenues to facilitate such payment. However, the Agency’s requirement to make such payment of debt service and costs constitutes 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 “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, are covered by the Miami Beach Employees’ Retirement Plan (the “Employee Plan”). The Employee Plan provides retirement benefits as well as death and disability benefits at two (2) different tiers of employees, depending on when the employees entered the Employee Plan. All first tier employees who participate are required to contribute twelve percent (12%) of their salary to the Employee Plan. All second tier employees are required to contribute ten percent (10%) of their salary to the Employee Plan. The Employee Plan’s funding policy provides for periodic employer contributions at actuarially determined rates that, expressed as percentages of annual covered payroll, are sufficient to accumulate sufficient assets to pay benefits when due. The City’s Pension Fund for Police and Firefighters (the “Police and Firefighters’ Plan”) is a defined benefit pension plan covering substantially all police officers and firefighters of the City. Members of the Police and Firefighters’ Plan contribute ten percent (10%) of their salary for the first two (2) tiers of membership for the Police and Firefighters’ Plan or ten and one-half percent (10.5%) of their salary for employees in the third tier of membership for the Police and Firefighters’ Plan. The City is required to contribute an actuarially determined amount that, when combined with members’ contributions and contributions from the State, will fully provide for all benefits as they become payable. For the Fiscal Year ended September 30, 2024, the Agency was required to make contributions of $172,093 or 19.79% of covered payroll to the Employee Plan and $1,117,004 or 84.82% of covered 53 payroll to the Police and Firefighters’ Plan, each in accordance with actuarially determined requirements computed through an actuarial valuation performed as of October 1, 2022. For the Fiscal Year ended September 30, 2024, (i) Agency employees contributed $54,955 to the Employee Plan and the Agency recognized a pension benefit of $136,460 for the Employee Plan; and (ii) Agency employees contributed $180,032 to the Police and Firefighters’ Plan and the Agency recognized a pension expense of $376,974. Based on a percentage of budgeted salary by position per department, the Agency’s proportion share of the pension expense is determined as the ratio of the Agency’s retirement contributions over the total retirement contributions for the City. For Fiscal Year 2024, the Agency’s share of the liability was 0.58% or $1,558,395 for the Employee Plan and 2.245% or $10,178,375 for the Police and Firefighters’ Plan. For more detailed information concerning the Employee Plan and the Police and Firefighters’ Plan, see “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” and, in particular, Note 15 of the Notes to the Financial Statements and the information provided in the Required Supplementary Information. Additional information concerning such retirement plans also may be obtained from the City’s Annual Comprehensive Financial Report for the Fiscal Year ended September 30, 2024 and, in particular, Note 16 of such Financial Report. Such Financial Report is available on the City’s website at https://www.miamibeachfl.gov/city-hall/finance/financial-documents/ 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 liability of such plan be funded. The City’s single employer OPEB Plan (the “OPEB Plan”) currently provides the following post employment benefits: (a) Health and Dental Insurance - Employees of the City hired prior to March 18, 2006 are eligible to receive a fifty percent (50%) health insurance contribution of the total premium cost. At age sixty-five (65), if the retiree is eligible for Medicare Part B, the City contributes fifty percent (50%) of the Medicare Part B payment. Employees hired after March 54 18, 2006, after vesting in City’s retirement plans, are eligible to receive an offset to the retiree premium equal to $10 per year of credible service, up to a maximum of $250 per month until age sixty-five (65) and $5 per year of credible service up to a maximum of $125, thereafter. (b) Life Insurance - Employees of the City are eligible to receive a life insurance benefit of $1,000 towards the cost of such insurance. 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 $340,125,894. 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 to cover the normal cost each year and amortize any unfunded actuarial liability over a period not to exceed thirty (30) years. For more detailed information concerning the OPEB, see “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” and, in particular, Note 16 of the Notes to the Financial Statements and the information provided in the Required Supplementary Information. Additional information concerning OPEB also 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: https://www.miamibeachfl.gov/city-hall/finance/financial-documents/ and also may be obtained by contacting the City directly. See “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 55 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 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 of 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 56 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 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. 57 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 59(k) of the Code). Under the Code, the exclusion of interest from gross income for federal income tax purposes may have certain adverse federal income tax consequences on items of income, deduction or credit for certain taxpayers, including financial institutions, certain insurance companies, recipients of Social Security and Railroad 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-INT 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 does audit the 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. 58 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 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. 59 Owners of Discount Series 2025 Bonds and Premium Series 2025 Bonds should consult their own tax advisors as to the determination for federal income tax purposes of the existence of OID or bond premium, the determination for federal income tax purposes of the amount of OID or bond premium properly accruable or amortizable in any period with respect to the Discount Series 2025 Bonds or Premium Series 2025 Bonds, other federal tax consequences in respect of OID and bond premium, and the treatment of OID and bond premium for purposes of state and local taxes on, or based on, income. 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 15c2-12 of the Securities and Exchange Commission (the “SEC”). Within the last five (5) years the Agency has complied in all material respects with its previous undertakings made with respect to SEC Rule 15c2-12(b)(5). Any failure to comply with the provisions of the Disclosure Dissemination Agent Agreement relating to the Series 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.org/. 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 June 26, 2025, are included in APPENDIX B to this Official Statement as part of the public records of the Agency. Such reports contain information relating to the Agency and the Trust Fund Revenues. Such reports are also available at: https://www.miamibeachfl.gov/wp-content/uploads/2025/07/RDA-Final-7-17-25.pdf. 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. 60 RATINGS S&P Global Ratings, a business unit of Standard and Poor’s Financial Services LLC (“S&P”), assigned an insured rating of “AA” (stable outlook) to the Series 2025 Bonds with the understanding that upon delivery of the Series 2025 Bonds, the Policy will be issued by AG. See “BOND INSURANCE” herein. Additionally, Moody’s Ratings (“Moody’s”) has assigned a rating of “A1,” without assigning an outlook, to the Series 2025 Bonds and S&P has assigned a rating of “A,” with a “stable outlook,” each without regard to issuance of the Policy. Such ratings and outlook reflect the view of such organizations. An explanation of the significance of such ratings and outlook may be obtained only from Moody’s and S&P, respectively. An explanation of the rating assigned by Moody’s may be obtained from Moody’s at 7 World Trade Center, 250 Greenwich Street, 23rd Floor, New York, New York 10007, (212) 553-0300. An explanation of the ratings and outlook assigned by S&P may be obtained from S&P at 55 Water Street, 38th Floor, New York, New York 10041, (212) 438-2124. Generally, a rating agency bases its rating and outlook, if assigned, on the information and materials furnished to it and on investigations, studies and assumptions of its own. A securities rating and outlook is not a recommendation to buy, sell or hold securities. There is no assurance that the rating assigned by Moody’s or the ratings and outlook assigned by 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 outlook may have an adverse effect on the market price of the Series 2025 Bonds. 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, Inc. (“BofA Securities”), acting as senior managing underwriter on behalf of itself and TRB Capital Markets, LLC d/b/a Estrada Hinojosa, 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 $255,155,987.85 (which represents the $240,910,000.00 principal amount of the Series 2025 Bonds, plus original issue premium 61 of $14,980,598.95, minus an Underwriters’ discount of $734,611.10). 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. PNCCM, one of the Underwriters, and PNC Bank, National Association are both wholly-owned subsidiaries of The PNC Financial Services Group, Inc. 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, LLC (“PNCI”), 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 banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. In the course of their various business activities, the Underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the Agency (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the Agency. The Underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments. 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. 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. 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. 62 [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX A General Information and Economic Data Regarding the City of Miami Beach, Florida and Miami-Dade County, Florida [THIS PAGE INTENTIONALLY LEFT BLANK] GENERAL INFORMATION REGARDING THE CITY OF MIAMI BEACH, FLORIDA AND MIAMI-DADE COUNTY, FLORIDA The following information pertaining to the City of Miami Beach, Florida (the “City”) and Miami-Dade County, Florida (the “County”) is set forth for purposes of providing background information only. The Series 2025 Bonds are payable only from the Trust Fund Revenues and other amounts constituting Pledged Funds, as defined in this Official Statement. The Series 2025 Bonds do not constitute a debt, liability or obligation or a pledge of the faith, credit or taxing power of the City, the County, the State of Florida, or any political subdivision thereof. INTRODUCTION The City The City is situated on a barrier island surrounded by the Atlantic Ocean to the east and Biscayne Bay to the west. The City comprises approximately seven (7) square miles of land area and approximately ten (10) square miles of Biscayne Bay. The City is connected to the mainland by four (4) vehicular causeways. The City enjoys a tropical climate, with an average annual temperature of 75 degrees Fahrenheit, 24 degrees Celsius. The City is the home of the Art Deco Historic District, consisting of one of the greatest concentrations of Art Deco architecture in the United States. Within the Art Deco Historic District is the world famous Ocean Drive, which has been called the “Riviera” of Florida. The City is generally divided into three (3) distinct neighborhoods: South Beach, Mid-Beach and North Beach. Each area has its own unique character and cultural identity that cater to residents and visitors alike. Globally recognized as a premier tourism and cultural destination, the City also functions as a vibrant business and residential hub, characterized by world-class arts, culture, dining, nightlife, special events and retail offerings. According to the U.S. Census Bureau’s 2023 American Community Survey (ACS), the City’s estimated population is approximately 79,616. The median household income is $71,073 (based on income in the past 12 months, adjusted for 2023 inflation), and the median age is 42.4 years. In 2023, the City’s labor force comprised approximately 44,038 individuals. The primary employment sectors include: • Arts, entertainment, recreation, accommodation, and food services (23.40%) • Professional, scientific, management, administrative, and waste management services (18.50%) • Educational services, healthcare, and social assistance (15.05%) • Finance, insurance, real estate, rental, and leasing (13.50%) The tourism and hospitality sectors remain foundational to the City’s economy, generating substantial revenue through hotel room nights and resort taxes. Despite global disruptions caused by the COVID-19 pandemic, the City has sustained its status as one of the world’s foremost travel destinations. According to the Greater Miami Convention &Visitors Bureau (GMCVB), approximately 28.2 million visitors traveled to the County in 2024, representing a 4.0% increase over the previous year. The City remained the County’s most frequented destination for overnight accommodations, drawing a majority of A-1 Florida resident overnight visitors (59%), international overnight visitors (52%), and nearly one-half (48%) of domestic overnight visitors. Among both international and domestic travelers, the City consistently ranks as the most visited area, with the Art Deco District, Lincoln Road, and the beaches cited as the top attractions. The Art Deco Historic District was officially listed on the National Register of Historic Places in 1979 and features the largest collection of Art Deco architecture in the world, comprising hundreds of hotels, apartments, and other structures built between 1923 and 1943. Collectively, visitors to the City generate an estimated $9.5 billion annual economic impact. As of the first quarter of 2025, the County ranked second nationally among U.S. hotel markets in both occupancy and average daily room rates. Hotel industry data from April 2025 indicates that the City achieved a year-to-date occupancy rate of 81.2%, which grew at a faster pace (1.5%) than the Countywide average of 82.1%, which represented a 1.2% growth for the County. The City also posted a strong year-over-year increase in average daily room rates, reaching $356.82 in 2025, which represents a 3.1% gain compared to the County’s average daily room rate of $274.90 in 2025, which reflects a 3.0% year-over-year increase. Miami International Airport (“MIA”) reported a slight year-to-date decline in weekly passenger arrivals as of 2025, down 0.4% for international travelers and 0.5% for domestic travelers, compared to 2024. Despite the slight decline, MIA continues to lead all U.S. airports in international passenger and cargo traffic, according to the Miami-Dade Beacon Council. In addition, PortMiami the (the “Port”) has demonstrated continued strength in the cruise industry. In February 2025, the Port welcomed a record-breaking ten cruise ships in a single day. It remains the first major East Coast cruise port to provide shore power capabilities at five berths, positioning it as a leader in both sustainability and capacity. Cruise passenger volume in the first quarter of 2025 rose by 4.7% year-over-year and by 15.5% compared to the first quarter of 2023. The Miami Beach Convention Center (the “Convention Center”), a LEED Silver-certified facility by the U.S. Green Building Council, continues to reinforce the City’s status as a leading destination for conventions and events. In 2024, the Convention Center hosted 98 regional, national, and international events, including Art Basel, the Miami International Boat Show, eMerge Americas, and iConnections, welcoming over 613,000 attendees. The Convention Center is projected to host 71 events in 2025. In 2024, the Convention Center received several industry accolades, including: • Northstar Meeting Group’s Silver Stella Award (third consecutive year) • Lux Life Magazine’s Hidden Gem of the Year • Exhibitor Magazine’s Centers of Excellence Award • Association Conventions & Facilities’ Distinctive Achievement Award • Smart Stars’ Best Convention Center Award • Convention South Reader’s Choice Award • Facilities and Destination’s Prime Site Award These achievements collectively affirm the City’s continued economic vitality, its leadership in the hospitality and events industry, and its enduring global appeal. The City remains firmly committed to diversifying its economy, which historically has been centered on tourism and hospitality. The strategic shift in priority is facilitating the emergence of a dynamic, multi-sector business environment encompassing financial services, technology, health and wellness, and the arts. The City’s evolving commercial landscape is drawing increasing interest from innovative start-ups, established investors, and leading industry stakeholders. This trend is fostering a A-2 collaborative ecosystem that supports cross-sector growth, enhances the overall vitality of the labor market, and contributes to a more resilient and adaptable local economy. To capitalize on the increase in economic opportunities created within the City and proactively address evolving economic challenges, the City continues to pursue targeted initiatives designed to strengthen the business climate and stimulate commercial growth. The City is positioned as a premier destination to launch, expand, or relocate a business, to build a meaningful and rewarding career, and to explore real estate development and investment opportunities. Supporting this positioning is a suite of incentive programs and services offered by the City, including, to name a few, a Business Concierge Program, the Expedited Plan Review and Permitting Program, the Job Creation Incentive Program, and the Commercial Lease Subsidy Program. These efforts are complemented by ongoing investments in streetscape and infrastructure improvements, and the cultivation of special assessment and business improvement districts, demonstrating the City’s continued dedication to fostering a competitive and resource-efficient economic environment. In response to broader national and global economic conditions, including supply chain disruptions, workforce availability, and housing affordability, the City remains focused on supporting small businesses by providing grant opportunities, disseminating technical information, and identifying strategies to reduce barriers to success. The City has placed a strong emphasis on advancing economic development within its key commercial corridors through the implementation of initiatives that leverage local assets, enhance urban aesthetics, and foster active stakeholder engagement. The creation of the North Beach Community Redevelopment Agency has served as a catalyst for renewed private investment, new development, and meaningful quality-of-life improvements within the North Beach community. In South Beach, transformative initiatives within the Art Deco Cultural District and the recently expanded and upgraded Convention Center campus continue to enhance the area’s appeal. Recent and ongoing enhancements include the activation of eight acres of improved Convention Center public park space and the present development of a Convention Center hotel. Similarly, the Mid-Beach area is undergoing a revitalization through the establishment of a business improvement district and associated public improvements and investments designed to deliver sustained benefits for both residents and visitors. Such developments are expected to further strengthen the City’s standing as a globally recognized destination. The City is home to some of the nation’s most coveted commercial and residential real estate. The relocation and expansion of private equity, investment, and financial services firms into the City has infused the local economy with talent, capital, and momentum, catalyzing new business activity and spurring the growth of complementary industries. Lincoln Road continues to rank among Florida’s highest-value retail corridors and is experiencing a diversification of tenancy with the addition of notable office and dining establishments. A major public streetscape improvement project is also planned to commence for the corridor. The City’s hospitality sector continues to lead the nation in hotel performance metrics, buoyed by an internationally acclaimed restaurant scene, celebrated historic architecture, immersive public art installations, and world-class cultural programming. The City is increasingly defined by a spirit of innovation and opportunity, exemplified by the growing community of entrepreneurs, investors, and thought leaders who are shaping the City’s future as a forward-looking, business-friendly urban center. The County The County is the most populous county in the southeastern United States and one of the largest in geographic area. The County spans approximately 2,209 square miles, with the majority of its population concentrated along the coastal, eastern areas. The western portion of the County encompasses A-3 part of the Florida Everglades and remains largely undeveloped. The County was formally established on January 18, 1836 under a Territorial Act of the United States. At the time, the territory of the County included the land that now comprises Palm Beach and Broward Counties, in addition to what is today Miami-Dade County. In 1909, Palm Beach County was created from the northern portion of what was then Dade County. In 1915, Palm Beach County and then Dade County contributed nearly equal portions of land to create what is now Broward County. There have been no significant boundary changes to the County since 1915. There are thirty-four (34) incorporated municipalities in the County and the County serves as a municipal government for its unincorporated areas. In addition to the City, the municipalities in the County include the cities of Miami, Hialeah and Coral Gables. POPULATION According to estimates from the U.S. Census Bureau for calendar year 2023, the population of the City of Miami Beach is approximately 79,616, while the population of Miami-Dade County for calendar year 2024 stands at approximately 2,774,841. The following section provides general population statistics and demographic trends related to both the City and the County, including data regarding age distribution and historical growth patterns. Population, City of Miami Beach and Miami-Dade County 2015 - 2024 Calendar Year City of Miami Beach Percent Change Miami-Dade County Percent Change 2015 91,564 – 2,653,934 – 2016 91,917 0.4%2,696,353 1.6% 2017 92,307 0.4 2,743,095 1.7 2018 91,718 (0.6)2,779,322 1.3 2019 93,988 2.5 2,812,130 1.2 2020 94,161 0.2 2,701,767 (3.9) 2021(1)80,671 (14.3)2,731,939 1.1 2022(1)80,027 (0.8)2,757,592 0.9 2023(1)79,616 (0.5)2,768,954 0.4 2024 (2)(2)2,774,841 0.2 ______________________ Source: Annual Comprehensive Financial Report of the City of Miami Beach, Florida for the Fiscal Year ended September 30, 2024 and Annual Comprehensive Financial Report of Miami-Dade County, Florida for the Fiscal Year ended September 30, 2024. (1) Amounts for the City for calendar years 2021 - 2023 are provided by the U.S. Department of Commerce, Bureau of Census, American Community Survey (based on population estimates from the 2020 U.S. Census) and, for the calendar years prior to 2021, are based on estimates provided by the State of Florida. (2) Information currently unavailable. A-4 Population Breakdown City of Miami Beach, 2019 - 2023 Age Group 2019 2020 2021 2022 2023 Under 18 14.8% 15.5% 15.6% 14.6% 15.2% 18 and over 85.2 84.5 84.4 85.4 84.8 21 and over 82.7 81.8 82.1 83.5 82.7 65 and over 16.7 16.7 17.1 18.2 18.4 Median Age: 41.4 41.6 41.7 42.3 42.4 ______________________ Source: U.S. Department of Commerce, Bureau of Census. GOVERNMENT The City was incorporated as a municipal corporation on March 26, 1915. The City operates under a Commission/City Manager form of government. The governing body of the City consists of a seven-member City Commission composed of the Mayor and six (6) City Commissioners. The City Commission serves as the policy-making authority for the City and is empowered to enact ordinances, conduct public hearings, approve contracts, adopt the annual budget, establish property tax levies, authorize the issuance of debt secured by the City’s full faith and credit or revenue sources, and approve the construction of public infrastructure and improvements. The Mayor and City Commission are elected on a citywide, nonpartisan basis. Elections are held in odd numbered years. The Mayor is elected to serve two-year terms with a lifetime limit of three (3) two-year terms. Commissioners are elected to serve four-year terms with a lifetime limit of two (2) four- year terms. City Commission terms are staggered to ensure continuity in governance by avoiding complete turnover of the City Commission at any one time. Additionally, the City Commission selects one (1) of its members on a rotating basis to serve as Vice Mayor for a four-month term. The Mayor, who is the presiding officer at City Commission meetings, may vote on all matters that come before the City Commission, but does not possess veto authority. The City Commission is responsible for appointing four (4) Charter Officers: the City Manager, the City Attorney, the City Clerk and the Inspector General. Department directors and other senior administrative personnel are appointed by the City Manager, subject to confirmation by the City Commission. The City Manager functions as the Chief Executive Officer of the City and is responsible for ensuring that the ordinances, resolutions, policies, and directives enacted or adopted by the City Commission are faithfully executed. The City Manager provides strategic leadership, professional guidance, and executive oversight to the City’s operations and administration. This role includes the preparation and management of the City’s budget, long-term planning and development, oversight of City personnel and departments, intergovernmental coordination, and the provision of recommendations and updates to the City Commission. The City Manager is also charged with safeguarding the health, safety, and welfare of both residents and visitors. Except for the City Attorney’s Office and City Clerk’s Office, all department directors report to and serve at the discretion of the City Manager. A-5 SCOPE OF SERVICES The City provides a comprehensive array of municipal services to its residents, businesses and visitors, including police and fire protection, parks, recreation and cultural programming, public sanitation services, including solid waste collection and recycling, water, wastewater, and stormwater management, public works, including the construction and maintenance of streets and municipal infrastructure, neighborhood and community services, and economic development and urban planning initiatives. These services are designed to support a high quality of life, promote sustainability and resilience, and ensure the effective and efficient operation of the City. ECONOMIC AND DEMOGRAPHIC DATA Median Household Income The estimated median household income for the City has been consistently higher than the median household income for the County in recent years. From calendar year 2017 through 2023, the City’s median household income has demonstrated steady growth, reflecting the City’s resilient economic base, sustained demand for residential properties, and continued appeal to higher-income households and professionals across diverse industries. Between 2017 and 2023, the difference between the City’s and the County’s median household income ranged from approximately 1.74% to 8.5%, with the highest differential observed in calendar year 2018. While the County experienced a significant year-over-year increase in 2023, surpassing the City’s median income for the first time in the reported period, the City’s figures continue to reflect a strong upward trajectory overall. The table below presents the estimated median household income for the City and the County from 2017 through 2023. All values are adjusted for inflation and reported in constant dollars. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] A-6 Estimated Median Household Income, 2017 - 2023 Calendar Year City of Miami Beach Percent Change Miami-Dade County Percent Change 2017 $50,193 – $46,338 – 2018 53,348 6.3%48,982 5.7% 2019 53,971 1.2 51,347 4.8 2020 57,211 6.0 53,975 5.1 2021 59,162 3.4 57,815 7.1 2022 65,116 10.1 64,215 11.1 2023 67,014 2.9 68,694 7.0 ________________________ Source: U.S. Department of Commerce, Bureau of Census. Per Capita Personal Income From calendar year 2017 through 2023, the estimated per capita personal income in the County increased by approximately 48%, rising from $49,166 to $72,953. The County’s growth in per capita income during this time frame slightly outpaced that of both the State of Florida and the United States, which recorded increases of approximately 39.9% and 35.42%, respectively, during the same period. This relative growth reflects the County’s strong economic performance and increasing prosperity when compared to broader state and national trends. Per Capita Personal Income, 2017 - 2024 Calendar Year Miami-Dade County % of U.S. State of Florida % of U.S. United States 2017 $49,166 95.4% $49,055 95.2% $51,550 2018 53,584 99.6 51,520 95.8 53,786 2019 56,137 99.8 54,560 97.0 56,250 2020 57,713 96.6 57,292 95.9 59,765 2021 64,849 101.1 62,270 97.1 64,143 2022 68,336 103.0 64,468 97.0 66,244 2023 72,953 105.0 68,630 98.0 69,810 2024 (1)(1)70,544 99.0 71,456 ______________________ Source: Annual Comprehensive Financial Report of the State of Florida for the Fiscal Year ended June 30, 2024 and Annual Comprehensive Financial Report of Miami-Dade County, Florida for the Fiscal Year ended September 30, 2024. (1) Information currently unavailable. A-7 EMPLOYMENT The following tables provide information relating to the City’s labor force for calendar years 2019 through 2024 and the principal employers in the County for the Fiscal Year ended September 30, 2024 and comparative data for the Fiscal Year ended September 30, 2015. City of Miami Beach Employment 2019 - 2024* Labor Force 2019 2020 2021 2022 2023 2024 Labor Force Employed 46,420 40,262 42,469 45,043 46,201 46,881 Labor Force Unemployed 1,201 3,759 2,027 1,087 822 1,012 Total Labor Force 47,621 44,020 44,496 46,130 47,023 47,893 Unemployment Rate 2.5% 8.7% 4.6% 2.4% 1.7% 2.1% ______________________ Source: U.S. Department of Labor, Bureau of Labor Statistics. *Represents the annual average of the monthly amounts and percentages reported for each year. Amounts presented in table represent totals, which may not add due to rounding. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] A-8 Miami-Dade County Principal Employers 2024 2015 Employer Employees Rank Percentage of Total County Employment Employees Rank Percentage of Total County Employment Miami-Dade County Public Schools 35,497 1 2.55% 31,000 1 2.35% Miami-Dade County 29,495 2 2.12 24,692 2 1.87 University of Miami 22,566 3 1.62 13,864 5 1.05 Jackson Health System 14,249 4 1.02 8,163 8 0.62 Publix Super Markets 14,146 5 1.01 – – – American Airlines 11,297 6 0.81 11,773 7 0.89 Amazon 7,383 7 0.53 – –– Walmart 7,373 8 0.53 – –– Florida International University 6,597 9 0.47 4,951 9 0.37 Miami-Dade College 5,958 10 0.43 2,572 15 0.19 United States Postal Service 5,843 11 0.42 – –– Baptist Hospital of Miami 5,469 12 0.39 – –– Department of Homeland Security 5,356 13 0.38 – –– City of Miami 5,000 14 0.36 3,820 10 0.29 Baptist Health South Florida 4,919 15 0.35 13,369 6 1.01 Federal Government – – – 19,300 3 1.46 Florida State Government – – – 19,200 4 1.45 Miami Children’s Hospital – 2,991 13 0.23 Mount Sinai Medical Center – – – 3,402 11 0.26 Homestead AFB – – – 2,810 14 0.21 Florida Power & Light Company – – – 3,011 12 0.23 TOTAL 181,148 12.99% 164,918 12.48% _____________________________ Source: Annual Comprehensive Financial Report of Miami-Dade County, Florida for the Fiscal Year ended September 30, 2024. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] A-9 BUILDING PERMITS The following is a calculation of the total value of the Building Permits issued by the City during the past ten (10) years. City of Miami Beach, Florida Value of Building Permits Issued Fiscal Years 2015 - 2024 Fiscal Year Ended September 30, Number of Permits(1)Total Value(1) 2015 14,396 $ 742,450,180 2016 13,114 1,004,748,170 2017 10,978 990,230,904 2018 10,449 567,164,899 2019 9,885 681,226,517 2020(2)6,606 409,368,960 2021(2)8,675 598,927,328 2022 12,434 926,044,769 2023 12,171 1,077,155,160 2024 12,828 1,528,167,560 ___________________________ Source: City of Miami Beach Building Department. (1) Amounts have been revised from numbers provided previously to reflect the most recent determination of actual number of permits issued and final valuations and improved calculation and reporting of such amounts from upgraded accounting software. (2) Decreases in Fiscal Year 2020 and 2021 result from the impacts of the COVID-19 pandemic. LOCAL ECONOMY Tourism remains the cornerstone of the City’s economy, generating over $9.5 billion annually in direct visitor spending on hotels, food and beverages, and contributing significantly to the City’s multi-billion-dollar retail marketplace. In Fiscal Year 2019, prior to the COVID-19 pandemic, the City welcomed approximately 7.2 million overnight visitors and 7.9 million tourists to South Beach and the Art Deco Historic District. While Fiscal Year 2020 saw a notable decline in visitation due to pandemic-related impacts, tourism rebounded quickly, returning to near pre-pandemic levels in Fiscal Year 2021 and has continued to rise in subsequent years. In Fiscal Year 2024, the City hosted over 5.4 million overnight visitors, with total visitor-generated revenues again reaching approximately $9.5 billion. A-10 According to the 2024 Visitor Industry Overview by the Greater Miami Convention and Visitors Bureau, the Greater Miami and Miami Beach area attracted over 28.2 million visitors in 2024, comprised of 20.1 million overnight and 8.1 million day-trip visitors. Such visitors spent a combined $22 billion, marking a 4% increase over such spending in 2023. The total economic impact of tourism reached $31.1 billion in 2024, up 5% from the prior year. Such economic impact contributed $20 billion to the County’s Gross Domestic Product, accounting for 9% of the County’s total Gross Domestic Product in 2024. Tourism supported more than 209,000 jobs in 2024, constituting approximately 10% of all jobs in the County, and generated $11.5 billion in wages. The industry also contributed $5.2 billion in combined annual tax revenues at the county, state, and federal levels, including $2.2 billion for the County and the State of Florida. Such revenues equate to tax savings of approximately $2,200 per household, or $787 per person in the County. The recovery following the COVID-19 pandemic and continued growth of the tourism sector have been supported by increased hotel room demand, rising air and cruise passenger volumes, and expanded capacity at Miami International Airport. The City’s benefit from the area’s diverse lineup of signature events, including Formula 1, and renewed interests in conducting regional, national and international meetings and conventions in the area, have also contributed to the sustained increase in economic activity in the City. Major annual conferences, such as eMerge Americas and iConnections, and Global Alts Miami showcase the City’s emergence as a destination for innovation and entrepreneurship. Since 2002 (excluding 2020), the City has hosted the U.S. edition of Art Basel, the world’s most prestigious international art fair. In 2024, the fair featured 286 leading galleries from 38 countries and attracted more than 75,000 visitors, generating $547 million in economic activity, which constituted a 9.4% increase from 2023, according to a study by BixCosts.com. Art Basel will return to the City in December 2025. The City continues to serve as a regional hub, welcoming 7 to 9 million day-trip visitors annually from the surrounding area. It has also long attracted major film and television productions, including Ballers (HBO), Burn Notice (USA), Magic City (Starz), and films such as Iron Man 3, Pain & Gain, and the Bad Boys franchise. Despite external challenges affecting the entertainment industry, the City remains a sought-after location for film, fashion, and television productions. The City is also home to numerous international talent and modeling agencies and continues to attract global events and creative professionals. According to the Arts & Economic Prosperity 6 report by the Miami-Dade County Department of Cultural Affairs, the County’s arts and cultural sector generates $2.1 billion in annual economic activity and supports over 31,500 jobs. Nonprofit arts organizations account for $1.2 billion in spending, with audiences contributing another $856 million. The study further highlights that 21.4% of arts event attendees travel from outside the County, underscoring the sector’s value to local tourism. CONVENTION CENTER RENOVATION The Convention Center, originally built in 1957, recently underwent a $515 million renovation and expansion, which was completed in the Fall of 2018. The Convention Center now offers upgraded and completely redefined meeting spaces and entertainment solutions for hosting large-scale business, trade, civic, and cultural events. The new 1.4 million square foot, LEED certified facility includes a state-of-the-art 60,000 square foot grand ballroom, additional meeting rooms with flexible arrangements, a 20,000 square foot glass A-11 rooftop junior ballroom, advanced technology, and new versatile indoor/outdoor public spaces. For added convenience, 800 parking spaces located across from the Convention Center have been relocated within the footprint of the building, thus allowing a 5.8 acre parking lot to be converted into a public park surrounded by canopy trees, a flexible lawn area, a food pavilion, and a public plaza to honor the City’s veterans. The park has the potential to become the new civic “heart” of Miami Beach. The new upgrades and improvements enable the Convention Center to keep up with the demands of the competitive national and international convention community, while new outdoor public spaces create improved walkability, connecting the Convention Center and the City’s adjacent historical cultural district and resorts. CONVENTION CENTER HOTEL In November 2018, voters of the City overwhelmingly approved the leasing of City-owned land to facilitate the development of a new hotel adjacent to the Convention Center. A connected, first-class hotel is a critical component of the City’s vision to deliver a world-class, competitive convention campus capable of attracting major events and global meetings. Located at the corner of 17th Street and Convention Center Drive, the 17-story, 800-room Grand Hyatt Miami Beach Convention Center Hotel (the “Convention Center Hotel”) will anchor the Convention Center District. The Convention Center Hotel site is within walking distance of the beachfront, Lincoln Road’s vibrant retail and dining corridor, the New World Center, the Bass Museum and Collins Park Cultural Campus, and the Fillmore Miami Beach at the Jackie Gleason Theater. In June 2022, the developer of the Convention Center Hotel commenced initial site preparations. A groundbreaking ceremony was commemorated in May 2025, with vertical construction scheduled to begin soon thereafter. The current schedule estimates a 30-month construction period. The Convention Center Hotel will include 12 floors of guest rooms and 52 luxury suites offering sweeping views of the City, four floors of meeting and ballroom spaces, designed to complement and enhance the capabilities of the Convention Center, a rooftop, resort-style pool deck with panoramic views, a signature restaurant, lobby lounge and bar, and limited, street-level retail venues. A climate-controlled, art-filled skybridge will provide seamless access between the Convention Center Hotel and the Convention Center, enhancing the guest experience and allowing for smooth, weatherproof movement between venues. MIAMI BEACH VISITOR AND CONVENTION ACTIVITY The City and the Greater Miami area offer a diverse hotel portfolio that appeals to both leisure and business travelers alike, from luxury beachfront resorts to boutique accommodations in historic districts. The region consistently ranks among the top hospitality destinations in the United States. According to STR, a leading global hospitality analytics firm, the County remained one of the Top 25 U.S. hotel markets in 2024. The County concluded the year with: • An average occupancy rate of 73.8%, • An average daily rate (ADR) of $224.04, and • Revenue per available room (RevPAR) of $163.79. While home-sharing platforms like Airbnb continued to expand in 2024, traditional hotel accommodations remain the preferred choice for most overnight visitors to the area. Following years of exceptional hotel performance driven by pandemic-related travel dynamics, 2024 marked a return to more A-12 normalized hotel activity. Modest but steady growth in all key performance indicators was reported across the region. In early 2025, the County experienced a strong start, with hotel occupancy from January through April reaching 82.1%, up 1.2% year-over-year and ranking second nationally among major markets. Moreover, the County led the nation in hotel RevPAR, solidifying the region’s standing as one of the most resilient and high-performing hospitality markets in the United States. The development of the Convention Center Hotel supports and strengthens the City’s commitment to attract high-value conventions and accommodate a growing volume of overnight guests. Each year, the Convention Center hosts a diverse slate of events, and the City welcomes millions of visitors whose economic contributions support local businesses, jobs, and public revenues. Set forth below is information relating to Convention Center attendance and overnight visitor activity. Miami-Dade County and the Miami Beach Convention Center host a large number of conventions and the City welcomes a large number of overnight visitors each year. Set forth below is information relating to Convention Center attendance and overnight visitor activity. City of Miami Beach, Florida Convention Center Attendance and Overnight Visitors Fiscal Years 2013 - 2024(1) Fiscal Year Convention Center Attendance Overnight Visitors Total Overnight Visitor Spending 2013 589,663 5,697,053 $ 8,088,739,484 2014 737,954 6,961,200 9,201,340,602 2015 591,277 6,652,186 10,614,159,967 2016 388,641(2)6,951,648 10,500,000,000 2017 174,055(2)7,153,246 11,546,000,000 2018 147,200(2)7,284,000 11,681,700,000 2019 422,588 7,182,000 12,020,500,000 2020(3)300,445 2,300,000 3,400,000,000 (4) 2021(3) 77,125 5,200,000 8,800,000,000 (4) 2022 503,655 5,600,000 9,900,000,000 (4) 2023 421,705 5,500,000 9,700,000,000 2024 613,543 5,400,000 9,500,000,000 ___________________________ Source: Greater Miami Convention and Visitors Bureau. Footnotes for the immediately preceding table are provided on the next page. A-13 (1) Amounts for Overnight Visitors for Fiscal Years 2018 through 2024 and for Total Overnight Visitor Spending for Fiscal Years 2016 through 2024 are estimates. (2) Reduced attendance resulted from portions of the Convention Center being unavailable due to the renovation and expansion project, which commenced in December 2015 and was completed in September 2018. (3) Decrease results from the impact of the COVID-19 pandemic. (4) Decrease results from a major revision to the visitor profile program. TRANSPORTATION Surface Transportation The County has a comprehensive transportation network designed to meet the needs of residents, visitors and area businesses. The County’s internal transportation system includes: • Metrorail, a 24.8 mile, 23 station, elevated electric rail system connecting South Miami-Dade and the City of Hialeah with to downtown Miami and civic center areas and Miami International Airport, providing 21.5 million passenger trips annually; • Metromover, a fully automated, driverless, 4.4 mile elevated electric rail, double-loop people mover system that (i) is interfaced with Metrorail, (ii) completes approximately 10.3 million passenger trips annually throughout 21 stations and (iii) carries passengers around downtown Miami’s central business center, south to the Brickell Avenue business and international banking centers and north to the Andrienne Arsht Performing Arts Center and Omni shopping center areas; • the County’s Metrobus system which (i) includes both directly operated and contracted conventional urban bus service, (ii) interconnects with all Metrorail stations and key Metromover stations, (iii) operates over approximately 29.6 million revenue miles per year, and (iv) provides over 65.2 million passenger trips annually; • Paratransit Services, offered through the County’s Special Transportation Service for elderly and disabled residents, providing over 1.64 million passenger trips annually in a demand- response system which (i) includes both directly operated and contracted conventional urban bus service, (ii) interconnects with all Metrorail stations and key Metromover stations, (iii) operates over approximately 29.6 million revenue miles per year, and (iv) provides over 65.2 million passenger trips annually; and • Municipal Trolleys, offered by many municipalities, including the City, and operated as local circulator trolleys, typically free and integrated with the County’s transportation system. Participating cities include Aventura, Coral Gables, Doral, Hialeah, Homestead, Miami, Miami Gardens, North Miami Beach, and Sunny Isles Beach. Passenger service between the northeastern United States and South Florida is provided by Amtrak. In addition to Amtrak, the Tri-County Rail Service is a 72-mile train system that provides commuter passenger service between Miami-Dade, Broward, and Palm Beach Counties, with 50 weekday and 30 weekend/holiday trains serving 18 stations. Average daily ridership exceeds 11,000 passengers, with recent peaks surpassing 13,000 passengers. Brightline Trains Florida LLC is an express intercity passenger rail system extending from Miami to Orlando, Florida, with stations located in Miami, Aventura, Fort Lauderdale, Boca Raton, West Palm Beach and Orlando (“Brightline”). Originally developed and operated by “All Aboard Florida,” a subsidiary of Florida East Coast Industries, Brightline is the United States’ only privately owned and A-14 operated intercity passenger railroad. Brightline provides Floridians and visitors a viable, high quality transportation alternative to congested highways and airport terminals. Brightline began service from Fort Lauderdale to West Palm Beach in January 2018, which was extended to Miami in May 2018. Service to Orlando was launched on September 22, 2023, with sixteen daily roundtrips scheduled. Service is currently provided approximately once each hour, including 30-minute departures for peak morning and evening commutes, generally beginning at 5:00 a.m. to approximately 1:00 a.m. In April 2024, Brightline served 223,117 riders, a 48% year-over-year increase. Brightline now offers 18 daily round trips, including 16 covering the full Miami-to-Orlando route. Additional stations are planned, including a possible extension approximately 90 miles from Orlando to Tampa, with two planned intermediate stops expected to serve the Orange County Convention Center and the major theme parks in Central Florida. Miami International Airport Miami International Airport is one of the busiest airports in the world for both passenger and cargo traffic. In 2024 Miami International Airport: • Served nearly 56 million passengers, • Processed over 3 million tons of cargo, and • Recorded three consecutive years of passenger volume records and five consecutive years of cargo growth. Key highlights, Miami International Airport: • Became the busiest United States airport for international cargo in 2021 and surpassed New York’s JFK Airport as the top United States gateway for international passengers; • Is the 3rd largest hub for American Airlines and serves as a key base for Avianca, Frontier Airlines, and LATAM; and • Spans 3,300 acres, provides access to 150 global destinations and ranks: – 8th in the United States and 14th globally for total passenger traffic, – 2nd in the United States for international passenger volume, and – 1st in the United States and 7th worldwide for total cargo tonnage. PortMiami The Port of Miami, known as the “cruise capital of the world” (“PortMiami”), is a 520-acre island port and one of the busiest seaports for both cruise and cargo operations. Cruise Operations: • In Fiscal Year 2024, PortMiami welcomed over 7.2 million cruise passengers, including embarkations for the world’s largest cruise ship, Icon of the Seas; • After cruise operations were suspended in 2020 due to the COVID-19 pandemic, service resumed in July 2021 and, by Fiscal Year 2022, passenger volume surged to 4.02 million, up 1,496% from Fiscal Year 2021; and • Most cruise lines have now returned to pre-pandemic occupancy rates, with many exceeding 100%. A-15 Cargo Operations: • PortMiami handles over 9.6 million tons of cargo annually, supporting more than 22,000 direct jobs and a total economic impact exceeding 334,000 jobs countywide; • The cargo sector generates $890 million in direct wages and over $1.6 billion in total income and consumption expenditures annually; and • The total economic impact of PortMiami’s cargo operations is estimated at $35 billion statewide, generating $10 billion in income and $2 billion in taxes. Infrastructure Investments: • Recent investments impacting PortMiami include: – The PortMiami Tunnel (opened in 2014), improved direct access from I-95 and I-395; – New cruise terminals, parking garages, and roadways, – Electrification of gantry crane docks and acquisition of super post-Panamax cranes, – Completion of the Deep Dredge Project in 2015, making PortMiami the only United States port south of Virginia able to accommodate the world’s largest container ships. Global Trade: • PortMiami is a strategic hub for trade with Latin America, the Caribbean, and the Far East. • 42% of cargo tonnage pre-pandemic came from the Caribbean and Latin America, while 35% was from Asia-Pacific markets. RECREATION The City offers a wide array of recreational opportunities, with more than 40 parks, playgrounds, and recreational facilities spread throughout its neighborhoods. Whether it is beach volleyball, roller skating, tennis, pickleball, or golf, the City’s parks and open spaces offer something for everyone. Signature Parks and Open Spaces •Flamingo Park: A centrally located, multi-use park known for its extensive sports facilities, including tennis courts, basketball courts, a track, and an aquatic center. •North Shore Park & Youth Center: Serves as a key recreational and community hub for the North Beach neighborhood. •Pride Park: A nearly 6-acre urban green space located across from the Miami Beach Convention Center, often used for public events and cultural programming. •Miami Beach Botanical Garden: A serene 2.6-acre garden showcasing over 100 palm species, native plants, and orchids. It also functions as a venue for educational programming and art exhibitions. The nine-mile Beachwalk is a scenic oceanfront pathway ideal for walking, jogging, and biking. It runs the length of the City’s eastern edge, connecting neighborhoods, parks, and commercial districts along the beach. A-16 Water Recreation and Marina Access The Gulf Stream, located just offshore, provides abundant fishing opportunities for game fish enthusiasts. The Miami Beach Marina, a state-of-the-art facility, offers: • 400 boat slips accommodating vessels up to 250 feet in length; • Direct access to the Atlantic Ocean and the Gulf Stream; and • A full suite of marina services in the South Pointe area of the City. Located on City-owned bayfront land adjacent to Government Cut, the Marina is a private development and remains one of South Florida's premier boating destinations. Golf Facilities The City owns and operates two championship public golf courses: • Miami Beach Golf Club; and • Normandy Shores Golf Club. Both facilities feature clubhouses that include a restaurant, lounge, and pro shop, offering amenities for golfers of all levels. Cultural Resources Miami Beach is internationally recognized as a cultural destination, anchored by the historic Art Deco District, home to the largest concentration of Art Deco architecture in the world. Notable cultural institutions include: •The Bass: A contemporary art museum with exhibitions, artist talks, and educational programs, •The Wolfsonian-FIU: Focused on modern-era art, design, and history, •Miami Beach Botanical Garden: In addition to its horticultural appeal, it serves as a platform for visual and performing arts. Signature Events and Public Art Miami Beach is host to a vibrant calendar of cultural events that draw global audiences, including: • Art Basel Miami Beach; • South Beach Jazz Festival; and • South Beach Food and Wine Festival. Public art installations, such as those in Pride Park and along Ocean Drive, contribute to the City’s dynamic and accessible arts landscape. With its unique combination of recreational amenities, natural beauty, and cultural vibrancy, Miami Beach provides an exceptional quality of life for residents and a memorable experience for visitors from around the world. A-17 [THIS PAGE INTENTIONALLY LEFT BLANK] 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 [THIS PAGE INTENTIONALLY LEFT BLANK] Miami Beach Redevelopment Agency (A Component Unit of the City of Miami Beach, Florida) Financial Report For the Fiscal Year Ending September 30, 2024 Miami Beach Redevelopment Agency (A Component Unit of the City of Miami Beach, Florida) Financial Report Fiscal Year Ended September 30, 2024 PREPARED BY THE FINANCE DEPARTMENT Table of Contents Independent Auditor’s Report 1 -3 Management’s discussion and analysis (Unaudited) 4 – 14 Basic financial statements: Government-wide financial statements: Fund financial statements: Governmental funds: Reconciliation of governmental funds balance sheet Reconciliation of the statement of revenues, expenditures and changes Enterprise funds: Statement of net position 15 – 16 Statement of activities 17 Balance sheet 18 to the statement of net position 19 Statement of revenues, expenditures and changes in fund balances 20 in fund balances of governmental funds to the statement of activities 21 Statement of net position 22 Statement of revenues, expenses and changes in fund net position 23 Statement of cash flows 24 Notes to financial statements 25– 66 Required supplementary information (unaudited): Schedule of contributions – retirement systems 67 Schedule of the agency’s proportionate share of the city’s net pension liability – retirement systems 68 Notes to the retirement systems schedules 69-70 Schedule of other post-employment benefits – agency contributions 71 Schedule of investment returns 71 Schedule of the agency’s proportionate share of the city’s net OPEB liability 72 Budgetary comparison schedule – general fund 73 Notes to budgetary comparison schedule 74 Supplementary information: Budgetary comparison schedule – debt service fund Other Audit Reports: Independent auditor’s report on internal control over financial reporting and on compliance and other matters based on an audit of financial statements performed in Accordance with Government Auditing Standards Management Letter 80-81 Independent accountant’s report on compliance with Section 163.387(6), and 163.387(7), 82 Florida Statutes Independent accountant’s report on compliance with Section 218.415, Florida Statutes 83 City of Miami Beach Management Letter – Special District Component Units 84-90 Other City Reports on Compliance with Local government reporting Section 163.371, Florida Statutes (unaudited): Projects and cost/expenditures Property Values Achievements and goals 91-95 96 97-105 Affordable housing 75 76-79 105 THIS PAGE INTENTIONALLY LEFT BLANK THE POWER OF BEING UNDERSTOOD ASSURANCE I TAX I CONSULTING RSM US LLP is the U.S. member firm of RSM International, a global network of independent assurance, tax, and consulting firms. Visit rsmus.com/aboutus for more information regarding RSM US LLP and RSM International. ■- RSI\A RSMUSLLP I Independent Auditor’s Report Honorable Mayor and Members of the City Commission City of Miami Beach, Florida Report on the Audit of the Financial Statements Opinions We have audited the financial statements of the governmental activities, the business-type activities, and each major fund of the Miami Beach Redevelopment Agency (the Agency), a component unit of the City of Miami Beach, Florida (the City), as of and for the year ended September 30, 2024, and the related notes to the financial statements, which collectively comprise the Agency’s basic financial statements as listed in the table of contents. In our opinion, the accompanying financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the business-type activities, and each major fund of the Agency, as of September 30, 2024, and the respective changes in financial position, and, where applicable, cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinions We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS) and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States (Government Auditing Standards). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Agency, and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Agency's ability to continue as a going concern for 12 months beyond the financial statement date, including any currently known information that may raise substantial doubt shortly thereafter. 1 Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinions. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS and Government Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with GAAS and Government Auditing Standards, we  Exercise professional judgment and maintain professional skepticism throughout the audit.  Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.  Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Agency’s internal control. Accordingly, no such opinion is expressed.  Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.  Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Agency's ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit. Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management's discussion and analysis, schedule of contributions - retirement systems, schedule of the agency’s proportionate share of the city’s net pension liability - retirement systems, notes to the retirement systems schedules, schedule of other post-employment benefits - agency contributions, schedule of investment returns, schedule of the agency’s proportionate share of the city’s net OPEB liability, budgetary comparison schedule - general fund, and notes to budgetary comparison schedule be presented to supplement the basic financial statements. Such information is the responsibility of management and, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. 2 Supplementary Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the Agency's basic financial statements. The budgetary comparison schedule - debt service fund is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. The information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the budgetary comparison schedule for the debt service fund is fairly stated, in all material respects, in relation to the basic financial statements as a whole. Other Information Management is responsible for the other information included in the report. The other information comprises of the Other City Reports on Compliance with Local Government reporting Section 163.371, Florida Statutes but does not include the basic financial statements and our auditor's report thereon. Our opinions on the basic financial statements do not cover the other information, and we do not express an opinion or any form of assurance thereon. In connection with our audit of the basic financial statements, our responsibility is to read the other information and consider whether a material inconsistency exists between the other information and the basic financial statements, or the other information otherwise appears to be materially misstated. If, based on the work performed, we conclude that an uncorrected material misstatement of the other information exists, we are required to describe it in our report. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated June 26, 2025, on our consideration of the Agency’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Agency’s internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Agency’s internal control over financial reporting and compliance. Miami, Florida June 26, 2025 3 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Management’s Discussion and Analysis (Unaudited) September 30, 2024 The Management’s Discussion and Analysis (the “MD&A”) of the Miami Beach Redevelopment Agency (the “Agency”) is intended to provide an overview of the Agency’s position and results of operations for the fiscal year ended September 30, 2024. The MD&A is an element of the reporting model required by the Governmental Accounting Standards Board (the “GASB”) Statement No. 34, Basic Financial Statements – and Management’s Discussion and Analysis for State and Local Governments issued in 1999. The MD&A should be read in conjunction with the Agency’s financial statements, including the accompanying notes, to enhance the understanding of the Agency’s financial performance. Financial Highlights • The Agency’s assets and deferred outflows increased by $9.5 million. The increase is primarily attributed to a net increase in current and other assets of $14.9 million offset with a decrease in capital assets of $3.4 million and deferred outflows of $2.0 million. • Governmental activities revenue increased by $4.0 million or 6.9% primarily due to investment earnings. • Business-type activities revenue increased by $1.8 million or 31.3% and expenses decreased by $37,000 or 1%. • The Agency’s total liabilities decreased by $12.2 million or 3.7% during the current year. The decrease is primarily attributed to regularly scheduled debt service payment of $8.8 million. • The liabilities and deferred inflows exceeded assets and deferred outflows of the Agency at the close of fiscal year 2024 by $14.3 million (net position). • During fiscal 2024, the Agency implemented GASB Statement No. 100, Accounting Changes and Error Corrections. The objective of this statement is to enhance accounting and financial reporting requirements for accounting changes and error corrections to provide more understandable, reliable, relevant, consistent and comparable information for decision making and assessing accountability. The Agency has determined that GASB Statement No. 100 has no impact on its financial statements as of September 30, 2024. • The Agency’s net deficit decreased by $21.7 million. The governmental net deficit decreased by $20.8 million, and the business-type net position increased by $0.9 million. Overview of the Financial Statements This discussion and analysis is intended to serve as an introduction to the Agency’s basic financial statements, which have the following components: 1) government-wide financial statements, 2) fund financial statements, 3) notes to the financial statements, and 4) required supplementary information. This report also contains other supplementary information in addition to the basic financial statements themselves. Government-wide Financial Statements The government-wide financial statements are designed to provide readers with a broad overview of the Agency’s finances in a manner similar to a private-sector business. The statement of net position presents information on all of the Agency’s assets, deferred outflows of resources, liabilities, and deferred inflows of resources with the difference reported as net position. Over 4 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Management’s Discussion and Analysis (Unaudited) September 30, 2024 time, increases or decreases in net position may serve as a useful indicator of whether the financial position of the Agency is improving or deteriorating. The statement of activities presents information showing how the Agency’s net position changed during each fiscal year. All changes in net position are reported as soon as the underlying event giving rise to the change occurs, regardless of the timing of related cash flows. Thus, revenues and expenses are reported in the statement for some items that will only result in cash flows in future fiscal periods. Both of the government-wide financial statements listed above distinguish functions of the Agency that are principally supported by taxes and intergovernmental revenues from other functions that are intended to recover all or a significant portion of their cost through user fees and charges. The governmental activities of the Agency include general government, public safety, physical environment, transportation, and culture and recreation. The business-type activity of the Agency includes the parking and leasing operations of the Anchor, Pennsylvania Avenue and Collins Park Garages and Anchor and Pennsylvania Avenue Shops, respectively. The government-wide financial statements can be found on pages 15 – 17 of this report. Fund Financial Statements A fund is a grouping of related accounts that is used to maintain control over resources that have been segregated for specific activities or objectives. The Agency uses fund accounting to ensure and demonstrate compliance with finance-related legal requirements. All of the funds of the Agency can be divided into two categories: governmental funds and proprietary funds. Governmental Funds Governmental funds are used to account for essentially the same functions reported as governmental activities in the government-wide financial statements. Governmental fund financial statements focus on near-term inflows and outflows of spendable resources, as well as on balances of spendable resources available at the end of a fiscal year. Such information may be useful in evaluating a government’s near- term financing requirements. Because the focus of governmental funds is narrower than that of the government-wide financial statements, it is useful to compare the information presented for governmental funds with similar information presented for governmental activities in the government-wide financial statements. By doing so, readers may better understand the long-term impact of the government’s near-term financing decisions. Both the governmental fund balance sheet and the governmental fund statement of revenues, expenditures, and changes in fund balances provide a reconciliation to facilitate the comparison between governmental funds and governmental activities. Key elements of the reconciliation of these two statements are that the government-wide statements report the issuance of debt as a liability, the purchases of capital assets as assets which are then charged to expense over their useful lives (depreciated/amortized) and changes in long-term liabilities as adjustments of expenses. Conversely, the governmental funds statements report the issuance of debt as another financing source of funds, the repayment of debt as expenditure, the purchase of capital assets as expenditure and do not reflect changes in long-term liabilities. The Agency maintains three individual governmental funds. Information is presented separately in the governmental fund balance sheet and in the governmental fund statement of revenues, expenditures, and changes in fund balances for the general fund, City Center debt service fund, and City Center capital 5 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Management’s Discussion and Analysis (Unaudited) September 30, 2024 projects fund which are considered to be major funds. For the current fiscal year, the Agency does not have any non-major governmental funds. The governmental funds financial statements can be found on pages 18 and 20 of this report. Proprietary Funds The Agency maintains two different types of proprietary funds or enterprise funds. The Agency uses enterprise funds to account for the parking and leasing operations of the Anchor, Pennsylvania Avenue and Collins Park Garages and Anchor and Pennsylvania Avenue Shops, respectively. The proprietary fund financial statements provide separate information for parking and leasing of the Anchor and Pennsylvania Avenue Garage/Shops which are considered to be major funds of the Agency. For the current fiscal year, the Agency does not have any non-major proprietary funds. The basic proprietary fund financial statements can be found on pages 22 -24 of this report. Notes to the Financial Statements The notes to the financial statements provide additional information that is essential for a full understanding of the information provided in the government-wide and fund financial statements. For note details, refer to the table of contents. The Agency is considered a component unit of the City of Miami Beach, Florida and as such, the financial information of the Agency is included in the City’s Annual Comprehensive Financial Report for the current fiscal year. Government-Wide Financial Analysis The table below summarizes the statement of net position (deficit): Summary of Net Position (in thousands) Governmental Activities 2024 2023 Business-Type Activities 2024 2023 2024 Total 2023 Current and other assets Capital assets Deferred Outflows Total assets and deferred outflows $ 103,812 $ 89,612 112,327 114,644 5,322 7,302 221,461 211,558 $ 35,198 $ 34,470 43,737 44,854 -- 78,935 79,324 $ 139,010 $ 124,082 156,064 159,498 5,322 7,302 300,396 290,882 Long-term liabilities Other liabilities Unearned revenue Deferred Inflows Total liabilities and deferred inflows 294,996 12,822 - 1,577 309,395 303,606 14,313 - 2,390 320,309 - 1,577 103 3,574 5,254 209 1,277 93 4,978 6,557 294,996 14,399 103 5,151 314,649 303,815 15,590 93 7,368 326,866 Net position (deficit): Net investment in capital assets Restricted for debt service Restricted for capital improvement Unrestricted (deficit) Total net position (deficit) $ 112,210 19,014 49,440 (268,598) (87,934) 114,641 37,883 49,099 (310,374) $ (108,751) 43,641 44,756 -- -- 30,040 28,011 $ 73,681 $ 72,767 $ 155,851 19,014 49,440 (238,558) (14,253) 159,397 37,883 49,099 (282,363) $ (35,984) 6 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Management’s Discussion and Analysis (Unaudited) September 30, 2024 Net position (deficit) may serve over time as a useful indicator of a government’s financial position. In the case of the Agency, liabilities and deferred inflows exceeded assets and deferred outflows by $14.3 million at September 30, 2024, a net increase of $21.7 million or 60.3% from September 30, 2023. The Agency’s restricted net position represents resources that are subject to external restrictions on how they may be used. There are also various normal impacts on revenue and expense that can affect the change in net position from year to year. The economic condition, which can reflect a declining, stable or growing economic environment, can have a substantial impact on tax revenue as well as the public’s spending habits on fees and charges for services. An increase/decrease in Commission-approved rates can have a substantial impact on parking revenue if there is a current year increase/decrease in an approved rate. Also, current market conditions may cause investment income to fluctuate from year to year. Impacts on expense from year to year could result from new programs, an increase or decrease in personnel, salary increases and of course inflation. The table below summarizes the change in net position (deficit): Summary of Changes in Net Position (in thousands) Governmental Activities Business-Type Activities Total 2024 2023 2024 2023 2024 2023 Revenues: Program revenues: Charges for services $ -$ -$ 6,860 $ 5,505 $ 6,860 $ 5,505 General revenues: Taxes: Property taxes Investment earnings Total revenues 55,373 6,817 62,190 54,094 4,083 58,177 - 834 7,694 - 354 5,859 55,373 7,651 69,884 54,094 4,437 64,036 Expenses: General government 1,217 5,823 --1,217 5,823 Public safety 5,471 10,703 --5,471 10,703 Physical environment 6,995 8,155 --6,995 8,155 Transportation 1,876 11 --1,876 11 Economic environment 6,896 ---6,896 - Culture and recreation 3,268 5,736 --3,268 5,736 Parking - Anchor & Penn. Garage --6,179 6,160 6,179 6,160 Leases - Anchor & Penn. Shops --502 558 502 558 Interest on long-term debt 11,658 12,456 --11,658 12,456 Total expenses 37,381 42,884 6,681 6,718 44,062 49,602 Increase (decrease) in net position before transfers 24,809 15,293 1,013 (859) 25,822 14,434 Gain/(Loss) on disposal of capital assets --(99) -(99) - SBITA liabilities issued 8 --8 Transfers (4,000) (5,500) --(4,000) (5,500) Increase (decrease) in net position 20,817 9,793 914 (859) 21,731 8,934 Net position, beginning (108,751) (118,544) 72,767 73,626 (35,984) (44,918) Net position (deficit), ending $ (87,934) $ (108,751) $ 73,681 $ 72,767 $ (14,253) $ (35,984) 7 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Management’s Discussion and Analysis (Unaudited) September 30, 2024 Governmental activities increased the Agency’s net position by $20.8 million. Key elements of the net increase are as follows: • Revenues from governmental activities in fiscal year 2024 totaled $62.2 million, an increase of $4 million from 2023. This is mainly attributed to an increase in investment earnings of $2.7 million over the prior year. • Expenditures for governmental activities also had a net decrease from the prior year from $42.9 million to $37.4 million in 2024, mainly attributed to decreases in Public Safety and General Government expenses. Business-Type Activities Business-type activities increased the Agency’s net position by approximately $0.9 million. The following chart shows a comparison of expenses to program revenues for business-type activities for fiscal year 2024: Expenses and Program Revenues Business-type Activities September 30, 2024 7,000 6,000 5,000 4,000 3,000 2,000 1,000 - Parking - Anchor & Penn Garages Leases - Anchor & Penn Shops 5,265 1,595 6,179 502 Program Revenue Program Expenses Thousands 8 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Management’s Discussion and Analysis (Unaudited) September 30, 2024 Governmental Funds The focus of the Agency’s governmental funds is to provide information on near-term inflows, outflows, and balances of spendable resources. Such information is useful in assessing the Agency’s financing requirement. In particular, unreserved fund balance may serve as a useful measure of a government’s net resources available for spending at the end of the fiscal year. Total fund balance for the Governmental Funds totaled $101.3 million at September 30, 2024. This is an increase of $14.3 million over the prior year. The general fund is the chief operating fund of the Agency. The fund balance of the Agency’s general fund had a net increase in fund balance of $14 million during the current fiscal year. The general fund‘s interest income had a significant increase over the prior year from $2.7 million to $5 million. Tax increment revenues increased by $1.3 million. Tax increments revenue is computed by applying the operating tax rate for the City and Miami-Dade County, Florida, (the County) multiplied by the increased value of property in the district over the base property value minus 5%. Fluctuations in tax increment revenue is based on real estate property values City-wide. The Agency’s General Fund is required to adopt an annual budget prepared on a basis consistent with generally accepted accounting principles. The agency’s debt service fund did not have a change in net position. Principal and interest payments on the tax increment revenue bonds were $20.9 million. Net transfers from the general fund to pay debt service expenditures were $20.9 million, along with a $4M transfer to the Convention Center fund. The agency’s Capital Projects Fund had a net increase in fund balance of $341,000. The Agency’s Capital Projects Fund accounts for the financing of the Agency’s capital program. The primary resources are obtained from the receipt of tax increment funds from Miami-Dade County and from the issuance of Agency debt. Financial Analysis of the Governmental Funds As noted earlier, the Agency uses fund accounting to ensure and demonstrate compliance with finance- related legal requirements. The table below summarizes the changes in the fund balances of the Agency’s governmental funds (in thousands): Total Debt Service Capital Projects Governmental General City Center City Center Funds Fund balance, September 30, 2023 $ 37,883 $ -$ 49,099 $ 86,982 Revenues 60,445 -1,744 62,189 Expenditures 21,540 20,912 1,403 43,855 Other financing sources (uses) (24,903) 20,912 -(3,991) Fund balance, September 30, 2024 $ 51,885 $ -$ 49,440 $ 101,325 9 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Management’s Discussion and Analysis (Unaudited) September 30, 2024 Proprietary Funds The Agency’s proprietary funds provide the same type of information found in the government-wide financial statements, but in greater detail. The net position for both proprietary funds increased by approximately $0.9 million (See discussion of the Agency’s business-type activities for more information on the proprietary funds.) Budgetary Highlights The following information is presented to assist the reader in comparing the original/final budget (Adopted Budget) and the actual results for the Agency’s General Fund. Actual expenditures were $397,500 or 1.8% less than budgeted. The difference with budgeted amounts was mainly attributable to the Contractual Services category, where actual expenses were approximately 18% less than budgeted for the current year. General Fund Revenues The following charts and tables summarize actual revenues by category for fiscal year 2024 and compares actual revenues with the Adopted/Final Budget: General Fund Revenues Fiscal Year 2024 (in thousands) - 10,000 20,000 30,000 40,000 50,000 60,000 Final Budget Actual Tax Increment Interest 10 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Management’s Discussion and Analysis (Unaudited) September 30, 2024 General Fund Revenues Fiscal Year 2024 (in thousands) Revenues: Tax increment (property taxes) Rents and leases Interest income Total revenues Final Adopted Budget $ 55,372 - 288 $ 55,660 $ $ Actual Amounts 55,373 - 5,072 60,445 General Fund Expenditures The following chart and table summarize actual expenditures by function/program for fiscal year 2024 and compares the actual expenditures with the Final Budget: - 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000 General Fund Expenditures Fiscal Year 2024 (in thousands) Final Budget Actual 11 Miami Beach Redevelopment Agency (A Component Unit of the City of Miami Beach, Florida) Management’s Discussion and Analysis September 30, 2024 General Fund Expenditures Fiscal Year 2024 (in thousands) Final Adopted Actual Budget Amounts Expenditures: General government $ 853 $ 826 Public safety 4,989 4,989 Physical environment 7,010 6,938 Transportation 236 236 Economic environment 6,954 6,896 Culture and recreation 1,358 1,158 Capital outlay 535 495 SBITA payment 2 2 Total expenditures $ 21,937 $ 21,540 12 Miami Beach Redevelopment Agency (A Component Unit of the City of Miami Beach, Florida) Management’s Discussion and Analysis September 30, 2024 Capital Assets and Debt Administration Capital Assets The Agency’s investment in capital assets for its governmental and business-type activities as of September 30, 2024, amounts to $156 million (net of accumulated depreciation). This investment in capital assets includes land, buildings and structures, vehicles, machinery and equipment, streetscape improvements, restorations and renovations, right to use assets, and construction work-in-progress, which are detailed as follows (net of accumulated depreciation): Capital Assets (in thousands) Governmental Activities Business-Type Activities Total 2024 2023 2024 2023 2024 2023 Land and land improvements $ 10,818 $ 10,818 $ 3,003 $ 3,003 $ 13,821 $ 13,821 Buildings and structures 24,022 24,504 38,700 41,053 62,722 65,557 Machinery, vehicles and equipment 528 279 1,224 240 1,752 519 Furniture and fixtures 21 28 393 374 414 402 Streetscape improvements 19,670 21,763 --19,670 21,763 Parks 7,741 8,013 --7,741 8,013 Restorations and renovations 16,532 17,525 --16,532 17,525 Construction in progress 32,985 31,711 417 183 33,402 31,894 Right to use assets, SBITAs 9 3 --9 3 Totals $ 112,326 $ 114,644 $ 43,737 $ 44,853 $ 156,063 $ 159,497 During fiscal year 2024 the Agency had various additions to assets consisting primarily of Construction in Progress in Governmental Activities and Buildings and Structures in Business-type activities. Overall net decrease in capital assets is mainly due to current year depreciation expense being greater that current year capital asset additions. Additional details about the Agency’s capital assets can be found in Note 3 to the financial statements. Details about the capital improvement program can be found in the Other City Reports -Achievements and Goals. 13 Miami Beach Redevelopment Agency (A Component Unit of the City of Miami Beach, Florida) Management’s Discussion and Analysis September 30, 2024 Outstanding Debt At the end of the current fiscal year 2024, the Agency had a total debt outstanding in the governmental activities of $281 million. The debt balance decreased by $8.9 million during the year due to annual principal payments on the 2015A and 2015B Tax Increment Bonds. Miami Beach Redevelopment Agency's Outstanding Debt Fiscal Year 2024 (in thousands) Governmental Activities 2024 2023 Tax increment revenue bonds $ 281,001 $ 289,955 Additional details about the Agency’s outstanding debt can be found in Note 8 to the financial statements. Economic Factors and Future Developments The Redevelopment Agency has continued to focus its efforts on a number of initiatives aimed at upgrading the area’s infrastructure, streets and parks, alleviating traffic and parking congestion and encouraging the continued increase in tourism. Details about the Agency’s achievements and goals can be found in the Other City Reports – Achievements and Goals. Requests for Information This financial report is designed to provide a general overview of the Miami Beach Redevelopment Agency’s finances for all those with an interest in its finances. Questions concerning any of the information provided in this report or requests for additional information should be addressed to The Miami Beach Redevelopment Agency, Finance Department, 1700 Convention Center Drive, Miami Beach, Florida 33139. 14 15 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Statement of Net Position September 30, 2024 Governmental Business-Type Activities Activities Total Assets Current assets: Cash and investments $ 93,202,639 $ 29,963,522 $ 123,166,161 Receivables (net): Leases receivable 4,412,064 4,412,064 Accounts receivables 8,161 22,490 30,651 Accrued interest 402,706 -402,706 Due from primary government -294,065 294,065 Prepaid expenses -175,941 175,941 Total current assets 93,613,506 34,868,082 128,481,588 Noncurrent assets: Restricted cash and investments 10,197,898 329,584 10,527,482 Capital assets not being depreciated: Land 10,817,763 3,003,282 13,821,045 Construction in progress 32,985,040 417,074 33,402,114 Capital assets net of accumulated depreciation/amortization: Buildings and structures 24,022,176 38,700,440 62,722,616 Streetscape improvements 19,670,213 -19,670,213 Restorations and renovations 16,531,724 -16,531,724 Parks 7,741,037 -7,741,037 Vehicles 101,091 -101,091 Machinery and equipment 427,371 1,223,644 1,651,015 Furniture and fixtures 21,108 392,930 414,038 Right to use assets - SBITAs 9,261 -9,261 Total noncurrent assets 122,524,682 44,066,954 166,591,636 Total assets 216,138,188 78,935,036 295,073,224 Deferred outflows of resources: Miami Beach Employee Retirement Plan (MBERP) 621,093 -621,093 Miami Beach Pension Fund for Firefighters and Police (MBF&P) 3,774,075 -3,774,075 Other postemployment benefits plan (OPEB) 926,582 -926,582 Total deferred outflows of resources 5,321,750 -5,321,750 Total assets and deferred outflows of resources $ 221,459,938 $ 78,935,036 $ 300,394,974 (Continued) Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Statement of Net Position (Continued) September 30, 2024 Governmental Business-Type Activities Activities Total Liabilities Current liabilities: Accounts payable $ 543,386 $ 822,305 $ 1,365,691 Retainage payable 107,280 96,727 204,007 Accrued expenses 2,296,957 21,647 2,318,604 Due to primary government 1,741,726 311,229 2,052,955 Due to other governments -28,272 28,272 Unearned revenue -102,821 102,821 Portion due or payable within one year: Deposits -16,783 16,783 SBITA payable 1,642 -1,642 Environmental remediation -40,000 40,000 Accrued compensated absences 255,572 -255,572 Bonds payable, net 7,885,000 -7,885,000 Total current liabilities 12,831,563 1,439,784 14,271,347 Long-term liabilities: Deposits -209,980 209,980 SBITA payable 7,998 -7,998 Environmental remediation -30,000 30,000 Net pension liability - MBERP 1,558,395 -1,558,395 Net pension liability - MBF&P 10,178,375 -10,178,375 Net OPEB liability 9,819,448 -9,819,448 Portion due or payable after one year: Accrued compensated absences 306,220 -306,220 Bonds payable, net 273,115,867 -273,115,867 Total long-term liabilities 294,986,303 239,980 295,226,283 Total liabilities 307,817,866 1,679,764 309,497,630 Deferred inflows of resources: Leases -3,574,362 3,574,362 MBERP 22,137 -22,137 MBF&P 62,052 -62,052 OPEB 1,492,368 -1,492,368 Total deferred inflows of resources 1,576,557 3,574,362 5,150,919 Total liabilities and deferred inflow of resources 309,394,423 5,254,126 314,648,549 Net position: Net investment in capital assets 112,209,865 43,640,644 155,850,509 Restricted for: Debt service 19,013,892 -19,013,892 Capital improvement 49,440,182 -49,440,182 Unrestricted (268,598,424) 30,040,266 (238,558,158) Total net (deficit) position $ (87,934,485) $ 73,680,910 $ (14,253,575) See notes to financial statements. 16 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Statement of Activities Year Ended September 30, 2024 Expenses Program Revenues Charges for Services Operating Grants and Contributions Capital Grants and Contributions Net (Expense) Revenue and Changes in Net Position Governmental Business-Type Activities Activities Total Activities: Governmental: General government $ 1,216,845 $ -$ -$ -$ (1,216,845) $ -$ (1,216,845) Public safety 5,470,857 ---(5,470,857) -(5,470,857) Physical environment 6,995,272 ---(6,995,272) -(6,995,272) Transportation 1,875,677 ---(1,875,677) -(1,875,677) Economic environment 6,895,969 ---(6,895,969) -(6,895,969) Culture and recreation 3,268,500 ---(3,268,500) -(3,268,500) Interest on long-term debt 11,658,485 ---(11,658,485) -(11,658,485) Total governmental activities Business-type: Parking – Anchor & Penn. Garages Leasing – Anchor & Penn. Shops Total business-type activities Total primary government General revenues: Taxes: Tax increments for redevelopment districts Investment income SBITA liabilities Issued Miscellaneous Transfers Total general revenues Changes in net position Net (deficit) position - beginning Net (deficit) position - ending $ 37,381,605 6,178,642 501,534 6,680,176 44,061,781 $ -5,264,617 1,595,155 6,859,772 6,859,772 $ -----$ -----$ (37,381,605) ---(37,381,605) 55,372,973 6,816,852 8,362 1 (4,000,000) 58,198,188 20,816,583 (108,751,068) (87,934,485) $ -(914,025) 1,093,621 179,596 179,596 -834,029 -(99,440) -734,589 914,185 72,766,725 73,680,910 $ (37,381,605) (914,025) 1,093,621 179,596 (37,202,009)55,372,973 7,650,8818,362(99,439)(4,000,000)58,932,777 21,730,768 (35,984,343)(14,253,575)See notes to financial statements.17 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Balance Sheet Governmental Funds September 30, 2024 Assets General Fund Debt Service Capital Projects Total Governmental Funds Cash and investments Receivables: Accounts receivable Accrued interest $ 53,057,259 6,728 318,015 $ - - $ 50,343,278 1,433 84,691 $ 103,400,537 8,161 402,706 Total assets $ 53,382,002 $ -$ 50,429,402 $ 103,811,404 Liabilities and fund balances Liabilities: Accounts payable $ 299,993 $ -$ 243,393 $ 543,386 Retainage payable --107,280 107,280 Accrued expenses 93,875 --93,875 Due to primary government 1,103,179 -638,547 1,741,726 Total liabilities 1,497,047 -989,220 2,486,267 Fund balances: Restricted 19,013,892 -49,440,182 68,454,074 Assigned -Capital Improvement 24,683,101 --24,683,101 Unassigned 8,187,962 --8,187,962 Total fund balances 51,884,955 -49,440,182 101,325,137 Total liabilities and fund balances $ 53,382,002 $ -$ 50,429,402 $ 103,811,404 See notes to financial statements. 18 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Reconciliation of Governmental Funds Balance Sheet to the Statement of Net Position September 30, 2024 Total fund balance – governmental funds $ 101,325,137 Amounts reported for governmental activities in the statement of net position are different because: Capital assets used in governmental activities are not current financial resources and therefore, are not reported in the governmental funds. Those assets consist of: Land $ 10,817,763 Construction in progress 32,985,040 Buildings and structures, net 24,022,176 Streetscape improvements, net 19,670,213 Parks 7,741,037 Restorations and renovations, net 16,531,724 Vehicles, net 101,091 Machinery and equipment, net 427,371 Furniture and fixtures, net 21,108 Right to use assets - SBITAs 9,261 Total capital assets, net 112,326,784 Long-term liabilities applicable to governmental activities are not due and payable in the current period and accordingly are not reported as fund liabilities. Interest on long-term debt is not accrued in governmental funds, but rather is recognized as an expenditure when due. All liabilities, both current and long-term, are reported in the statement of net position. Accrued interest on bonds (2,203,082) Bonds payable (264,370,000) SBITA payable (9,640) Net premium/discount on bonds payable (16,630,867) Accrued compensated absences (561,792) Net Pension Liability - MBERP (1,558,395) Net pension liability - MBF&P (10,178,375) Net OPEB Liability (9,819,448) Total long-term liabilities (305,331,599) In governmental funds, deferred outflows and inflows of resources relating to long-term debt, Assigned -Capital Improvement the statement of net position, deferred outflows and inflows of resources relating to pensions and OPEB are reported. Deferred outflows of resources relating to MBERP 621,093 Deferred outflows of resources relating to MBF&P 3,774,075 Deferred outflows of resources relating to OPEB 926,582 Deferred inflows of resources relating to MBERP (22,137) Deferred inflows of resources relating to MBF&P (62,052) Deferred inflows of resources relating to OPEB (1,492,368) Total deferred resources 3,745,193 Net position (deficit) of governmental activities $ (87,934,485) See notes to financial statements. 19 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Statement of Revenues, Expenditures and Changes in Fund Balances Governmental Funds Year Ended September 30, 2024 Total Governmental General Fund Debt Service Capital Projects Funds Revenues: Tax increment $ 55,372,973 $ -$ -$ 55,372,973 Interest 5,072,279 -1,744,573 6,816,852 Other 1 --1 Total revenues 60,445,253 -1,744,573 62,189,826 Expenditures: Current: General government 826,300 --826,300 Public safety 4,988,892 --4,988,892 Physical environment 6,937,567 --6,937,567 Economic environment 6,895,969 --6,895,969 Transportation 235,925 --235,925 Culture and recreation 1,158,306 --1,158,306 Capital outlay 495,146 -1,403,176 1,898,322 Debt service: Principal retirement -7,505,000 -7,505,000 SBITA payment 1,572 --1,572 Interest and fiscal charges 70 13,406,125 -13,406,195 Other -453 -453 Total expenditures 21,539,747 20,911,578 1,403,176 43,854,501 Excess of revenues over (under) expenditures 38,905,506 (20,911,578) 341,397 18,335,325 Other financing sources (uses): SBITA liabilities issued 8,362 8,362 Transfers in -20,911,578 -20,911,578 Transfers out (24,911,578) --(24,911,578) Total other financing sources (uses) (24,903,216) 20,911,578 -(3,991,638) Net change in fund balances 14,002,290 -341,397 14,343,687 Fund balances, beginning 37,882,665 -49,098,785 86,981,450 Fund balances, ending $ 51,884,955 $ -$ 49,440,182 $ 101,325,137 See notes to financial statements. 20 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances Changes in Fund Balances of Governmental Funds to the Statement of Activities Year Ended September 30, 2024 Net change in fund balances - governmental funds The change in net position reported for governmental activities in the statement of activities is different because: Governmental funds report capital outlay as expenditures. However, in the statement of activities the cost of those assets is allocated over their estimated useful lives and reported as depreciation expense. In the current period, these amounts are: Capital outlay Contribution to primary government convention center Contribution from primary government convention center Contribution to primary government Amortization of right to use asset - SBITA Depreciation expense Excess of deletions and depreciation over capital outlay 1,898,322 (128,029) 25,877 (654) (1,951) (4,110,773) $ 14,343,687 (2,317,208) The issuance of long-term debt (e.g., bonds) provides current financial resources to government funds, while the repayment of the principal of long-term obligations is an expenditure in the governmental funds. Neither transaction, however, has any effect on net position. Also, governmental funds report the effect of premiums, discounts and similar items when debt is first issued, whereas these amounts are deferred and amortized in the statement of activities. The statement of net position has been adjusted for transactions as follows: Decrease in interest payable Principal - debt service Principal - SBITA payment SBITA additions Amortization of premium on bonds (included with accrued expense) Total long-term debt and related transactions 298,584 7,505,000 1,572 (8,362) 1,449,580 9,246,374 In government funds, pension and OPEB costs are recognized when employer contributions are made. In the statement of activities, pension and OPEB costs are recognized on the accrual basis. This year, the difference between accrual-basis pension costs, OPEB and actual employer contribution was: MBERP SBITA liabilities issued OPEB Total pension and OPEB costs 136,460 (376,974) (74,316) (314,830) Some expenditures reported in the statement of activities do not require the use of current financial resources and therefore, are not reported as expenditures in the governmental activities section of the statement of net position: Increase in accrued compensated absences (141,440) Total expenditures that do not require the use of current financial resources (141,440) Change in net position of governmental activities $ 20,816,583 See notes to financial statements. 21 22 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Statement of Net Position Enterprise Funds September 30, 2024 Assets Business-Type Activities Enterprise Funds Parking Leasing Fund Fund Total Current assets: Cash and investments Accounts receivable (net of allowance for uncollectibles) Leases receivables Due from primary government Prepaid expenses Total current assets $ 16,379,055 $ 13,584,467 $ 29,963,522 -22,490 22,490 -4,412,064 4,412,064 21,482 272,583 294,065 175,941 -175,941 16,576,478 18,291,604 34,868,082 Noncurrent assets: Cash and investments: Customer deposits and advance sales Capital assets: Land Construction in progress Buildings and structures Machinery and equipment Furniture and fixtures Less accumulated depreciation Total capital assets (net of accumulated depreciation) 111,271 2,793,052 417,074 55,152,619 1,223,644 392,930 (17,470,988) 42,508,331 218,313 210,230 - 2,397,145 - - (1,378,336) 1,229,039 329,584 3,003,282 417,074 57,549,764 1,223,644 392,930 (18,849,324) 43,737,370 Total noncurrent assets 42,619,602 1,447,352 44,066,954 Total assets 59,196,080 19,738,956 78,935,036 Liabilities Current liabilities: Accounts payable Retainage payable Accrued expenses Due to primary government Due to other governments Deposits Environmental remediation Unearned revenues Total current liabilities 776,683 96,727 21,647 9,024 27,807 1,883 40,000 102,821 1,076,592 45,622 - - 302,205 465 - - - 348,292 822,305 96,727 21,647 311,229 28,272 1,883 40,000 102,821 1,424,884 Noncurrent liabilities: Environmental remediation Deposits Total noncurrent liabilities 30,000 6,567 36,567 - 218,313 218,313 30,000 224,880 254,880 Total liabiIities 1,113,159 566,605 1,679,764 DEFERRED INFLOWS OF RESOURCES Leases Total deferred inflows of resources - - 3,574,362 3,574,362 3,574,362 3,574,362 Net Position Net investment in capital assets Unrestricted 42,411,605 15,671,316 1,229,039 14,368,950 43,640,644 30,040,266 Total net position $ 58,082,921 $ 15,597,989 $ 73,680,910 See notes to financial statements. 23 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Statement of Revenues, Expenses and Changes in Net Position Enterprise Funds Year Ended September 30, 2024 Operating revenues: Charges for services Permits, rentals and other Total operating revenues $ Business-Type Activities Enterprise Funds Parking Leasing Fund Fund Total 4,696,494 $ -$ 4,696,494 568,123 1,595,155 2,163,278 5,264,617 1,595,155 6,859,772 Operating Expenses Operating supplies Contractual services Utilities Internal charges Depreciation and amortization Administrative fees Other Total operating expenses Operating (loss) income 756 3,267,435 254,395 540,000 1,427,454 376,000 312,602 6,178,642 (914,025) - 354,985 9,260 43,000 77,352 16,000 937 501,534 1,093,621 756 3,622,420 263,655 583,000 1,504,806 392,000 313,539 6,680,176 179,596 Nonoperating revenues: Gain/(Loss) on disposal of capital assets Interest income Total nonoperating revenues - 372,624 372,624 (99,440) 461,405 361,965 (99,440) 834,029 734,589 Transfer in Transfer out - - 296,000 (296,000) 296,000 (296,000) Changes in net position (541,401) 1,455,586 914,185 Total net position, beginning 58,624,322 14,142,403 72,766,725 Total net position, ending $ 58,082,921 $ 15,597,989 $ 73,680,910 See notes to financial statements. 24 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Statement of Cash Flows Enterprise Funds Year Ended September 30, 2024 Cash flows from operating activities: Receipts received from customers Payments to suppliers Payments made for interfund services used Receipts for other operating revenue Net cash provided by operating activities $ Business-Type Activities Enterprise Funds Parking Leasing Fund Fund Total 4,815,417 $ (596,696) $ 4,218,721 (3,691,189) (356,128) (4,047,317) (1,053,570) (59,803) (1,113,373) 568,123 1,595,155 2,163,278 638,781 582,528 1,221,309 Cash flows from capital and related financing activities: Purchase of capital assets Net cash used in capital and related financing activities (352,385) (352,385) - - (352,385) (352,385) Cash flows from investing activities: Interest on investments Net cash provided by investing activities 372,624 372,624 461,405 461,405 834,029 834,029 Net increase in cash and investments 659,020 1,043,933 1,702,953 Cash and investments – beginning of year 15,831,306 12,758,847 28,590,153 Cash and investments – end of year $ 16,490,326 $ 13,802,780 $ 30,293,106 Reconciliation of operating (loss) income to net cash provided by operating activities: Operating (loss) income Adjustments to reconcile operating income (loss) to net cash provided by operating activities: $ (914,025) $ 1,093,621 $ 179,596 Depreciation and amortization 1,427,454 77,352 1,504,806 Loss on disposal of asset (99,440) (99,440) Provisions for uncollectible accounts Changes in assets and liabilities: (Increase) decrease leases deferred inflow (Increase) decrease accounts receivable (Increase) decrease leases receivable (Increase) decrease in due from primary government (Increase) decrease in prepaid expenses Increase (decrease) in accounts payable Increase (decrease) in accrued expenses Increase (decrease) in due to other government Increase (decrease) in due to primary government Increase (decrease) in deposits Increase (decrease) in environmental remediation Increase (decrease) in unearned other revenue Total adjustments - - 1,750 - 106,803 (39,430) 64,223 21,399 27,807 (137,570) 197 70,000 10,173 1,552,806 - (1,404,063) 8,841 879,966 18,000 - 8,589 - 465 (803) - - - (511,093) - (1,404,063) 10,591 879,966 124,803 (39,430) 72,812 21,399 28,272 (138,373) 197 70,000 10,173 1,041,713 Net cash provided by operating activities $ 638,781 $ 582,528 $ 1,221,309 Non-cash transactions affecting financial position: Change in construction and related related liabilities Total non-cash transactions affecting financial position: $ $ 36,352 36,352 $ -$ 36,352 $ -$ 36,352 See notes to financial statements. Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 Note 1 - Summary of Significant Accounting Policies A. Financial Reporting Entity In February 1976, the Miami Beach Redevelopment Agency (the “Agency”) was formed by the City of Miami Beach, Florida (the “City”) under the provisions of Chapter 163 of the Florida Statutes. The Agency’s stated purpose was to spur development and redevelopment in the South Pointe area of the City, an area which includes approximately 250 acres at the southern tip of the City, and a redevelopment area called the City Center/Historic Convention Village Redevelopment and Revitalization Area. During fiscal year 2006, the South Pointe district under the Agency’s jurisdiction expired, and at that point, the City assumed the responsibilities for the South Pointe area. At that time, the stated purpose became specifically the City Center/Historic Convention Village Redevelopment and Revitalization Area. Subsequent to its inception in March 1977, the City adopted the Agency’s redevelopment plan which provided for the construction of residential housing, hotels, a marina and commercial, recreational and entertainment facilities. Because of the desire of the City Commission to revise the concept for redevelopment of the South Pointe area, 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 Agency’s Board Members and the City manager becoming the executive director of the Agency. The Agency’s budget is adopted by its Board of Directors. The City Center/Historic Convention Village Redevelopment and Revitalization Area was formed in the same manner as the South Pointe Area. In March 1993, the City adopted the Agency’s redevelopment plan for the City Center/Historic Convention Village Redevelopment and Revitalization Area, which called for the revitalization of the blighted area surrounding the Miami Beach Convention Center and Lincoln Road. The City has expended certain funds prior to and subsequent to the inception of the Agency for various projects, which have benefited the redevelopment area. These expenditures have been recorded in the accounting records of the City, and accordingly, are not reflected in the accompanying financial statements of the Agency. The City provides the Agency facilities for its operations. The Board of Directors of the Agency (the “Board”) is comprised of the six members of the City Commission and the Mayor. The Agency meets the criteria for inclusion in the City’s reporting entity as a blended component unit, and therefore, has been reported in the basic financial statements of the City. For financial reporting purposes, in accordance with Governmental Accounting Standards Board (“GASB”) Codification Section 2100, the Agency includes those organizations and activities that are generally controlled by or dependent on the Agency. Control by or dependence of the Agency is determined on the basis of such factors as budget adoption, outstanding debt secured by revenue of the Agency and obligation of the Agency to finance any deficit that may occur. B. Government-Wide and Fund Financial Statements The government-wide financial statements report information on all of the non-fiduciary activities of the Agency. For the most part, the effect of interfund activity has been removed from these statements. The government-wide focus is more on the sustainability of the Agency as an entity and the change in aggregate financial position resulting from the activities of the fiscal period. The fund financial statements focus on short-term results of operations and financing decisions at a specific fund level. Governmental activities, which normally are supported by taxes and intergovernmental revenues, are reported separately from business-type activities, which rely to a significant extent on fees and charges for support. 25 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 The statement of activities demonstrates the degree to which the direct expenses of a given functional category are offset by program revenues. Direct expenses are those that are clearly identifiable with a specific functional category. The Agency’s program revenue consists of charges to customers or applicants, who purchase use or directly benefit from goods, services or privileges provided by a given functional category. Taxes and other items not included among program revenues are reported instead as general revenues. C. Measurement Focus, Basis of Accounting and Financial Statement Presentation The basic financial statements consist of the government-wide financial statements and fund financial statements. The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting, as are the proprietary fund financial statements. Revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Property taxes (tax increments) are recognized as revenue in the year when levied for. Grants and similar items are recognized as revenue as soon as all eligibility requirements imposed by the provider have been met. Governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Only current assets and current liabilities are generally included on their balance sheet. Since the governmental fund statements are presented on a different measurement focus and basis of accounting than the government-wide governmental activities column, a reconciliation is necessary to explain the adjustments needed to reconcile the fund based financial statements to the governmental activities column of the government-wide presentation. Their operating statements present sources (revenue and financing sources) and uses (expenditures and other financing uses) of available spendable resources during the period. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose, the Agency considers revenues to be available if they are collected within 45 days of the end of the current fiscal period. Expenditures generally are recorded when a liability is incurred, as under accrual accounting. However, debt service expenditures, as well as expenditures related to compensated absence, claims and judgments, leases, Subscription Based Information Technology Agreements, pensions, pollution remediation obligation and other postemployment benefits are recorded only when payment is due, or when the Agency has made a decision to fund those obligations with current available resources. Tax increment when levied and interest associated with the current fiscal period, are all considered to be measurable and so have been recognized as revenues of the current fiscal period, if available. All other revenues are measurable upon receipt of cash and are recognized at that time. Amounts reported as program revenue in the government-wide financial statements include charges to customers or applicants for goods and services or privileges provided and, operating grants and contributions and capital grants and contributions restricted to a particular program. Internally dedicated resources are reported as general revenues rather than as program revenues. All taxes are included in general revenues. When both restricted and unrestricted resources are available for use, it is the Agency’s policy to use restricted resources first, and then unrestricted resources as they are needed. The Agency reports the following major governmental funds:  The general fund is the general operating fund of the Agency. All financial resources, except those required to be accounted for in another fund, are accounted for in the general fund.  The City Center debt service fund is used to account for the accumulation of resources for the payment of general long-term debt, principal, interest and related costs associated with the City Center District. 26 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024  The City Center capital projects fund accounts for financial resources to be used for the acquisition or construction of major capital facilities within the City Center District. Proprietary funds distinguish operating revenue and expenses from non-operating items. Operating revenue and expenses generally result from providing services in connection with a proprietary fund’s principal ongoing operations. All revenue and expenses not meeting this definition are reported as non-operating revenue and expenses. The Agency established the use of proprietary funds to account for its business-type activities; accordingly, the operations of the Agency’s parking and leasing activities are accounted for in separate enterprise funds. The Agency reports the following major proprietary funds:  The Parking Fund accounts for the parking operations of the Anchor Garage, Pennsylvania Avenue Garage and Collins Park Garage which are located within the City Center District.  The Leasing Fund accounts for the leasing operations of the Anchor Shops and the Pennsylvania Avenue Shops. The Anchor Shops and Pennsylvania Avenue Shops are both located within the City Center District. D. Assets, Liabilities, Deferred Outflows/Inflows of Resources and Net Position/Fund Balance or Equity 1. Cash and Investments Cash is comprised of deposits with financial institutions. Investments are comprised of U.S. Treasury obligations, money market funds and external governmental investment pools. For the purpose of the statement of cash flows for the proprietary fund types, cash and investments are short-term, highly liquid investments with an original maturity of three months or less. Investments are recorded at fair value using quoted market price or the best available estimate thereof, except for those investments with remaining maturities of one year or less, when purchased, which are recorded at amortized cost, in accordance with GASB Statement No. 72 “Fair Value Measurement and Application” and/or No. 31, Accounting and Financial Reporting for Certain Investments and for External Investment Pools” where applicable. 2. Receivables and Payables During the course of its operations, the Agency has numerous transactions between funds to finance operations, provide services, construct assets and service debt. To the extent that certain transactions between funds have not been paid or received as of September 30, balances of interfund amounts receivable or payable have been reflected. Any residual balances outstanding between the governmental activities and business-type activities are reported in the government-wide financial statements as “internal balances.” All receivables are shown net of an allowance for uncollectible accounts. Accounts receivable in excess of 90 days that are not deemed collectible, comprise the allowance for uncollectible accounts. 27 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 Following are the significant components of the receivables due to the Agency at September 30, 2024: a. Accrued Interest Receivable – This amount represents the interest earned but not collected on the Agency’s investments at September 30, 2024. b. Leases Receivable – The Agency’s leases receivable are measured at the present value of lease payments expected to be received during the lease term. Under the lease agreements, the Agency may receive variable lease payments that are dependent upon the lessee’s revenue. The variable payments are recorded as an inflow of resources in the period the payment is received. Deferred inflows of resources are recorded at the initiation of each lease in an amount equal to the initial recording of the lease receivable. The deferred inflows of resources are amortized on a straight-line basis over the term of each lease. 3. Capital Assets Capital assets, which include property, vehicles, machinery, right-to use-assets, furniture and fixtures, are reported in the applicable governmental or business-type columns in the government-wide and proprietary fund financial statements. Capital assets are defined by the Agency as assets with an initial, individual cost as described below, and an estimated useful life in excess of one year. Such assets are recorded at historical costs or based on valuations, which approximate cost. Donated assets are recorded at their estimated acquisition value. The costs of normal maintenance and repairs that do not add to the value of the asset or materially extend the life of the asset are not capitalized. Major outlays for capital assets and improvements are capitalized as projects are constructed. Property, furniture and fixtures of the Agency are depreciated over the estimated useful lives using the straight-line method. The estimated useful lives and the capitalization threshold are as follows: In governmental funds, capital outlay (capital assets) is reported as an expenditure and no depreciation expense is reported. 4. Right-to-Use Assets The right-to-use assets are initially measured at an amount equal to the initial measurement of the related lease liability plus any lease payments made prior to the lease term, less lease incentives, and plus ancillary charges necessary to place the lease into service. The right-to-use assets are amortized on a straight-line basis over the life of the related lease. At September 30, 2024, the Agency had right-to-use SBITA assets recorded of approximately $9,000. 28 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 5. Restricted assets Certain resources of revenue bonds, as well as certain resources set aside for their repayment, are classified as restricted assets on the statement of net position because their use is limited by applicable bond covenants. The governmental fund types report unspent bond proceeds as restricted on the statement of net position. 6. Prepaid Items Expenditures made for services that will benefit periods beyond September 30, 2024 are recorded as prepaid expenses in the government-wide statements and proprietary fund statements. 7. Leases The Agency is a lessor for noncancellable leases of buildings. The Agency recognizes a lease receivable and a deferred inflow of resources in the government-wide, governmental and proprietary fund financial statements. At the commencement of a lease, the Agency initially measures the lease receivable at the present value of payments expected to be received during the lease term. Subsequently, the lease receivable is reduced by the principal portion of lease payments received. The deferred inflow of resources is initially measured as the initial amount of the lease receivable, adjusted for lease payments received at or before the lease commencement date. Subsequently, the deferred inflow of resources is recognized as revenue over the life of the lease term. Key estimates and judgments include how the Agency determines the discount rate it uses to discount the expected lease receipts to present value, lease term, and lease receipts.  The Agency uses its estimated incremental borrowing rate as the discount rate for leases.  The lease term includes the noncancellable period of the lease. Lease receipts included in the measurement of the lease receivable is composed of fixed payments from the lessee. The Agency monitors changes in circumstances that would require a remeasurement of its lease and will remeasure the lease receivable and deferred inflows of resources if certain changes occur that are expected to significantly affect the amount of the lease receivable. During fiscal year 2024, the Agency recorded lease receivables and deferred inflows. Additional information related to lease receivables can be found at Note 5 of the financial statements. 8. SBITAs The Agency has entered into subscription-based information technology arrangements (SBITAs) under GASB Statement No. 96 and, therefore, liabilities have been recorded at the present value of the payments expected to be made during the subscription term. The Agency elected not to set threshold for subscription payments. Subsequently, the subscription liability is reduced by the principal portion of lease payments made. The subscription asset is initially measured as the initial amount of the subscription liability, adjusted by payments made at or before the lease commencement date plus initial implementation costs incurred. Key estimates and judgements related to SBITAs include how the Agency determines (1) the discount rate it uses to discount the expected lease payments to present value, (2) subscription term, and (3) subscription payment.  The Agency uses its estimated incremental borrowing rate as the discount rate for the SBITAs.  The SBITA’s term includes the period during which the City has a noncancellable right to use the underlying information technology assets. The subscription term also includes periods covered by an option to extend or to terminate. 29 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024  Subscription payments included in the measurement of the subscription liability are composed of fixed payments. The City monitors changes in circumstances that would require a remeasurement of its SBITAs and will remeasure the subscription asset and liability if certain changes occur that are expected to significantly affect the amount of the SBITAs liability. Right-to-use assets, net of accumulated depreciation are reported separately on the statement of net position in the in the government-wide and proprietary funds statements. SBITAs commencing within the current year, in governmental funds, are recorded as SBITA proceeds under other financing sources and capital outlay in the statement of revenues, expenditures, and changes in fund balance. The net asset value is included in the Net Investment in Capital Assets calculation on the statements of net position. Detailed disclosures on individual SBITAs and right to use assets are provided in Note 6. 9. Fund Balance/Net Position Fund Balance: GASB Statement No. 54, Fund Balance Reporting and Governmental Fund Type Definitions, establishes criteria for classifying fund balances into specifically defined classification and clarifies definitions for governmental fund types. Fund balances for governmental funds are reported in classifications that comprise a hierarchy based primarily on the extent to which the government is bound to honor constraints on the specific purposes for which amounts in those funds can be spent. a. Non-spendable Fund Balance – amounts that cannot be spent because they are either not in spendable form or legally or contractually required to be maintained intact. Examples on non-spendable fund balance include leases, inventories and/or prepaid expenditures. b. Restricted Fund Balance -amounts that are restricted to specific purposes when constraints placed on the use of resources are either by (a) externally imposed by creditors (such as debt covenants), grantors, contributors, or laws or regulations of other governments; or (b) imposed by law through constitutional provisions or enabling legislations. c. Committed Fund Balance - amounts that can only be used for specific purposes pursuant to constraints imposed by formal action of the government’s highest level of decision-making authority. The commission adopts a City resolution, which includes the amount to be committed and the reason for the commitment. Only an adopted resolution by the Commission can establish, modify or rescind the commitment. d. Assigned Fund Balance – amounts that are constrained by the City Commission’s or an official delegated by the governing body’s (City Manager) intent to be used for specific purposes but are neither restricted nor committed. Fund balance is primarily assigned based on the City’s budgeting policy. Some amounts are approved and assigned by the City commission subsequent to September 30, 2024. e. Unassigned Fund Balance – Includes residual positive fund balance within the General Fund which has not been classified within the other above mentioned categories. Unassigned fund balance may also include negative balances for any governmental fund if expenditures exceed amounts restricted or committed for those specific purposes. When both restricted and unrestricted amounts are available for use, it is the Agency’s practice to use restricted resources first. Additionally, the Agency would first use committed, then assigned, and lastly unassigned amounts of unrestricted fund balance. 30 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 Net Position: The government-wide and proprietary funds financial statements utilize a net position presentation. Net Position is categorized as investment in capital assets, restricted or unrestricted. The first category represents capital assets, less accumulated depreciation and net of any outstanding debt associated with the acquisition of capital assets. Restricted net position represents amounts that are restricted by requirement of debt indenture. Unrestricted net position represents the net position of the Agency which is not restricted for any project or purpose. During Fiscal year 2020 the Agency transferred to the Convention Center Fund assets related to the Convention Center renovation. The debt associated with the asset is outstanding in the Agency causing a deficit in net position. The total deficit will continue to decrease as the total debt outstanding is paid off. 10. Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, deferred outflows and inflows and disclosure of contingent assets and liabilities, deferred outflow and inflows at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from management’s estimates. 11. Risk Management The City, which includes coverage for the Agency, is self-insured for health insurance, automobile liability, general liability, police professional liability, workers’ compensation, theft and property damage. The Agency is charged a premium fee by the City’s self-insurance fund. The Agency does not retain any risk beyond premiums paid to the City. 12. Employee Benefit Plan 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 Firefighter’s and Police (the “Plans”). Pursuant to Modification 29 of the Florida State Social Security Agreement, effective January 1, 1955, the City of Miami Beach does not participate in the Federal Old-Age and Survivors Insurance System (OASI) embodied in the Social Security Act. Instead, it provides eligible employees a comprehensive defined benefit pension. The City of Miami Beach does participate in the hospital insurance tax, also known as Medicare and withholds taxes accordingly. Readers should refer to Note 16 in the City’s 2024 Annual Comprehensive Financial Report and Plan documents for detailed and comprehensive information on the Plans. All full-time employees of the City who work more than 30 hours per week and hold classified or unclassified positions, except for Policemen and Firemen, are covered by the Miami Beach Employees’ Retirement Plan (the “Plan”). The Plan provides retirement benefits as well as death and disability benefits at two different tiers depending on when the employees entered the plan. All First-Tier employees who participate are required to contribute 12% of their salary to the Plan. All Second-Tier employees are required to contribute 10% of their salary. The 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 Firefighters and Police (the “Plan”) is a defined benefit pension plan covering substantially all police officers and firefighters of the City. Members of the plan contribute 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. 31 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 For purposes of measuring the net pension liability, deferred outflows of resources and deferred inflows of resources related to pensions, and pension expense, information about the plan net position of the Miami Beach General Employees’ Retirement Plan (“MBERP”) and the Miami Beach Fire and Police Retirement Plan (“MBF&P”) and additions to/deductions from the MBERP and MBF&P plan net position has been determined on the same basis as they are reported by the MBERP and MBF&P, respectively. For this purpose, benefit payments (including refunds of employee contributions) are recognized when due and payable in accordance with the benefit terms. 13. Post-Employment Benefits Other Than Pensions (OPEB) Pursuant to Section 112.08, Florida Statutes, the Agency is required to permit eligible retirees and their eligible dependents to participate in the Agency’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. The Agency is a part of the City of Miami Beach’s single employer OPEB plan with benefits based on age and date of employment. The City has established an irrevocable trust fund to hold the assets of the OPEB plan. OPEB liabilities, deferred inflows and outflows reported in the statement of activities are typically liquidated from the general fund. Please refer to Note 16 of the Agency and Note 17 of the City’s 2024 Annual Comprehensive Financial Report for more information. 14. Long-Term Obligations In the government-wide financial statements, and proprietary fund types in the fund financial statements, long-term debt and other long-term obligations including leases are reported as liabilities in the applicable governmental activities, business-type activities, or proprietary fund type statement of net position. Bond premiums and discounts are recorded as additions to or deductions from the related debt and amortized in interest expense over the life of the bonds. Bonds payable are reported net of the applicable bond premium or discount. In the fund financial statements, governmental fund types recognize bond premiums and discounts during the current period. The face amount of debt issued is reported as other financing sources. Premiums received on debt issuances are reported as other financing sources while discounts on debt issuances are reported as other financing uses. Issuance costs, whether or not withheld from the actual debt proceeds received, are reported as debt service expenditures. Leases are recorded as lease liabilities issued under other financing sources and capital outlay. Debt principal payments are reported as debt service expenditures. 15. Deferred Outflows/Inflows of resources In addition to assets, the statement of net position will sometimes report a separate section for deferred outflows of resources. This separate financial statement element represents a consumption of net position that applies to a future period(s) and so will not be recognized as an outflow of resources (expense/expenditure) until then. The Agency has three items that qualify for reporting in this category. a. Deferred outflows of resources related to the MBERP and MBF&P pension plans are recognized when the Agency makes contributions subsequent to the measurement date and when there are differences between expected and actual experience. Differences between expected and actual experience and changes in assumptions are deferred and amortized over the average of the expected remaining service lives of employees who are provided with benefits through the pension plans. Employer contributions made subsequent to the measurement date are deferred and recognized as a reduction of the net pension liability in the subsequent reporting year. Differences between projected and actual investment earnings are deferred and amortized over five years. The deferred outflows of resources related to pensions are only reported on the government-wide financial statements. b. Deferred outflows of resources relating to Other Post Employment Benefits are recognized when the Agency makes contributions subsequent to the measurement date, when there are differences between expected and actual experience, changes in assumptions, changes in funds proportionate shares of the 32 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 deferrals, and differences between expected and actual investment earnings. The difference between expected and actual investment earnings is amortized over five years. Other deferrals are amortized over the average remaining service life of participants. In addition to liabilities, the statement of net position will sometimes report a separate section for deferred inflows of resources. This separate financial statement element represents an acquisition of net position that applies to a future period(s) and so will not be recognized as an inflow of resources (revenue) until that time. The Agency has four items that qualify for reporting in this category. a. Deferred inflows of resources related to the MBERP and MBF&P pension plans are reported when changes in the net pension liability are not included in the pension expense of the actuarially calculated net pension liability, such as differences between projected and actual investment earnings. Differences between projected and actual investment earnings are deferred and amortized over five years. The deferred inflows of resources related to pensions are only reported on the government-wide financial statements. b. Deferred inflows of resources relating to Other Post Employment Benefits are recognized when there are differences between expected and actual experience, changes in assumptions, changes in funds proportionate shares of the deferrals, and differences between expected and actual investment earnings. The difference between expected and actual investment earnings is amortized over five years. Other deferrals are amortized over the average remaining service life of participants. c. Deferred inflow of resources related to leases are recorded at the initiation of each lease in an amount equal to the initial recording of the lease receivable. The deferred inflows of resources are amortized on a straight-line basis over the term of each lease. 16. Recent accounting pronouncements adopted/implemented In June 2022, the GASB issued Statement No. 100, Accounting Changes and Error Corrections. The primary objective of this Statement is to enhance accounting and financial reporting requirements for accounting changes and error corrections to provide more understandable, reliable, relevant, consistent, and comparable information for making decisions or assessing accountability. This statement prescribes the accounting and financial reporting for (1) each type of accounting change and (2) error corrections. This Statement requires that (a) changes in accounting principles and error corrections be reported retroactively by restating prior periods, (b) changes to or within the financial reporting entity be reported by adjusting beginning balances of the current period, and (c) changes in accounting estimates be reported prospectively by recognizing the change in the current period. The Agency has implemented GASB Statement No. 100 and there were no effects on the financial statements. Pronouncements Issued but Not Yet Adopted – The City’s management has not yet determined the effect these statements will have on the City’s financial statements: Statement 101 – Compensated Absences, was issued in June 2022. This statement aims to better meet the information needs of financial statement users by updating the recognition and measurement guidance for compensated absences. That objective is achieved by aligning the recognition and measurement guidance under a unified model and by amending certain previously required disclosures. The provisions of this Statement are effective for fiscal year ending September 30, 2025. Statement 102 – Certain Risk Disclosures, was issued in December 2023. This statement establishes financial reporting requirements for risks related to vulnerabilities due to certain concentration or constraints. The requirements of this Statement apply to the financial statements of all state and local governments. The provisions of this Statement are effective for the fiscal year ending September 30, 2025. 33 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 Note 2 - Deposits and Investments Deposits All deposits are held in banking institutions approved by the State Treasurer of the State of Florida, to hold public funds. Under the Florida Statutes Chapter 280, Florida Security for Public Deposits Act, the State Treasurer requires all qualified public depositories to deposit with the Treasurer or another banking institution eligible collateral equal to 50% to 125% of the average daily balance for each month of all public deposits in excess of any applicable deposit insurance held. The percentage of eligible collateral (generally, U.S. governmental and agency securities, state or municipality government debt, or corporate bonds) to public deposits is dependent upon the depository’s financial history and its compliance with Chapter 280, Florida Statutes. In the event of a failure of a qualified public depository, the remaining public depositories would be responsible for covering any resulting losses. Investments The Agency adopted the City’s ordinance designating the investments which are allowable for its cash management activities. The policy specifies the types and limits by instrument and establishes a diversified investment objective that takes into consideration the safety, return and liquidity of capital. The authorized investments include direct U.S. treasury obligations, U.S. government agencies, corporate bonds, commercial paper, state or municipal obligations and cash held at investment institutions. These investments are insured, or registered, or the securities are held by its agent in the Agency’s name. Employee Retirement Systems Investments: The Agency has (through city-adopted ordinances which govern the investment of funds for all of the Employee's Retirement Systems (the “System”)) a retirement system for employees. Each Plan is allowed to invest in a wide range of instruments including but not limited to United States Treasury obligations, loans guaranteed by government agencies, Mutual and Money Market funds, Private Placement, Real Estate funds, General Obligation or Revenue Bonds issued by states and municipalities, dividend paying stocks of domestic corporations, International Equity Funds, bonds, notes or other interest bearing obligations of domestic corporations, and shares and accounts of savings and loan associations. Each Plan has a Board of Trustees who authorizes the investment policy. Interest Rate Risk: Interest rate risk is the risk that changes in market interest rates will adversely affect the fair value of an investment. Generally, the longer the maturity of an investment the greater the sensitivity of its fair value to changes in market rates. Investments are made based on prevailing market conditions at the time of the transaction with the intent to hold the instrument until maturity. If the yield of the portfolio can be improved by the sale of an investment, prior to maturity, with the reinvestment of the proceeds, then this provision is allowed. As a means of limiting its exposure to fair value losses, the Agency’s investment policy limits maturity of its investments to seven years or less. At September 30, 2024, all of the Agency’s investments had a maturity of 5 years or less. 34 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 As of September 30, 2024, the Agency had the following investments and maturities: Investment Maturities (in years) Value Less Than One 1-5 U.S. Treasury securities $ 67,983,750 $ 24,457,700 $ 43,526,050 FLCLASS Pool 58,024,220 58,024,220 - $ 126,007,970 $ 82,481,920 $ 43,526,050 Credit Risk: This is the risk that a security or a portfolio will lose some or all of its value due to a real or perceived change in the ability of the issuer to repay its debt. State law limits investments in commercial paper and corporate bonds rated in one of the top two ratings issued by the Nationally Recognized Statistical Rating Organization (“NRSRO”). It is the Agency’s policy to limit its investments in these investment types to the top rating issued by the NSRSO. As of September 30, 2024, the Agency had no investments in commercial paper or corporate bonds. Obligations of the U.S. government or obligations explicitly or implicitly guaranteed by the U.S. government are not considered to have credit risk and do not have purchase limitations. As of September 30, 2024, the Agency’s investments were rated by Moody’s Investors Service and Standard & Poor’s as follows: Investment Type Issuer Standard & Poor's Moody's Fair Value US Gov't Treasuries FLCLASS U.S. Government Local Govt. Investment Pool AA+ AAAm Aaa N/A $ 67,983,750 58,024,220 $ 126,007,970 Concentration of Credit Risk: The Agency’s investment plan limits the amount that can be invested in any one issuer as well as maximum portfolio allocation percentages. The maximum portfolio allocation is 100% for both cash held at investment institutions and Treasury Securities as well as money market funds unless they are private money market mutual funds backed by “Full Faith and Credit” U.S. Government Securities in which case they cannot exceed 25%. The Agency’s investments at September 30, 2024 are shown below: 35 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 Custodial Credit Risk: In the event of a financial institution failure, the City's deposits may not be recoverable. The Policy requires that deposits be made only in qualified public depositories. These are banking institutions approved by the State Treasurer of Florida to hold public funds, and which are required to deposit with the Treasurer or other banking institution eligible collateral, as required by Florida Statutes Chapter 280, Security for Public Depositories. In addition to insurance provided by the Federal Deposit Insurance Corporation (FDIC), the remaining public depositories would be responsible for covering any resulting losses. As of September 30, 2024 all bank deposits were in qualified public depositories and as such the deposits are not exposed to custodial credit risks. Securities purchased by the City must be held for the credit of the City in accordance with Florida Statutes §218.415. For third- party custodial agreements, the City will execute a Custodial Safekeeping Agreement with a Financial Institution. All securities purchased and/or collateral obtained by the City shall be the property of the City and be held apart from the assets of the financial institution The Agency’s investment policy requires that securities be registered in the name of the Agency. All safekeeping receipts for investment instruments are held in accounts in the Agency’s name and all securities are registered in the Agency’s name. For an investment, custodial credit risk is the risk that in the event of the failure of the counterparty, the Agency will not be able to recover the value of its investments or collateral securities that are in the possession of an outside party. All of the Agency’s investments in Treasury securities are held by a counterparty in the Agency’s name. Fair Value Measurement: GASB No. 72 defines fair value as the price that would be received to sell an asset. The Agency categorizes its fair value measurements within the fair value hierarchy established by generally accepted accounting principles. The hierarchy is based on the valuation inputs used to measure the fair value of the asset. Level 1 inputs are quoted prices in active markets for identical assets; Level 2 inputs are based on other significant observable inputs such as indices for fixed income bonds and quoted prices similar assets in markets that are not active; Level 3 inputs are significant unobservable inputs. The Agency has the following recurring fair value measurements as of September 30, 2024: Fair Value Measurements Using Investments 2024 Level 2 Investments by Fair Value Level U.S. Government Treasuries Total Debt Securities $ 67,983,750 67,983,750 $ 67,983,750 Investments measured at Net Asset Value FLCLASS Total Investments measured at Net Asset Value 58,024,220 58,024,220 Total Investments $ 126,007,970 $ 67,983,750 36 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 Florida Cooperative Liquid Assets Securities System (FLCLASS) is an external local government investment pool created by interlocal agreement under F.S. 163.01. The pool is supervised by an appointed Board of Trustees comprised of eligible participants of the program. The Board acts as the liaison between the participants, the custodian, and the program administrator. The fund is an S&P AAA rated money market product offering a fiscally conservative diversification option for Florida local governments. The objective of the fund is to provide investors with liquidity, stable share price and as high a level of current income as is consistent with preservation of principal and liquidity. The weighted average maturity is .96 years or 365 days as of September 30, 2024. The City’s cash and investments held at September 30, 2024 are shown below: US Treasury $ 67,983,750 FLCLASS 58,024,220 Total Investments 126,007,970 Cash Equivalents 7,685,673 Total Cash and Investments $ 133,693,643 Schedule of cash and investments by fund: General $ 53,057,259 Capital Projects 50,343,278 Parking 16,490,326 Leasing 13,802,780 Total $ 133,693,643 37 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 Note 3 - Capital Assets Capital asset activities for the year ended September 30, 2024 were as follows: A. Governmental Activities Beginning Decreases/ Balance Increases Adjustments Ending Balance Governmental activities: Capital assets, not being depreciated: Land $ 10,817,763 $ - $ - $ 10,817,763 Construction in progress 31,711,357 1,828,510 554,827 32,985,040 Total capital assets not being depreciated 42,529,120 1,828,510 554,827 43,802,803 Capital assets, being depreciated/amortized: Buildings and structures 31,899,014 126,798 -32,025,812 Streetscape improvements 43,598,747 --43,598,747 Restoration/renovations 29,763,083 --29,763,083 Parks 8,901,595 25,877 -8,927,472 Vehicles 296,433 60,796 -357,229 Machinery and equipment 658,003 299,998 -958,001 Furniture and fixtures 888,684 --888,684 Right to use asset, SBITAs 5,792 8,362 -14,154 Total capital assets being depreciated/amortized 116,011,351 521,831 -116,533,182 Less accumulated depreciation/amortization for: Buildings and structures 7,395,023 608,613 -8,003,636 Streetscape improvements 21,835,817 2,092,717 -23,928,534 Restorations/renovations 12,237,861 993,498 -13,231,359 Parks 888,531 297,904 -1,186,435 Vehicles 201,443 54,693 -256,136 Machinery and equipment 474,005 56,626 -530,631 Furniture and fixtures 860,855 6,722 -867,577 Right to use asset, SBITAs 2,942 1,951 -4,893 Total accumulated depreciation/amortized 43,896,477 4,112,724 -48,009,201 Total capital assets, being depreciated/amortized, net 72,114,874 (3,590,893) -68,523,981 Governmental activities capital assets, net $ 114,643,994 $ (1,762,383) $ 554,827 $ 112,326,784 38 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 B. Business-Type Activities Beginning Decreases/ Ending Balance Increases Adjustments Balance Capital assets, not being depreciated: Land $ 3,003,282 $ - $ - $ 3,003,282 Construction in progress 183,253 233,821 -417,074 Total capital assets not being depreciated 3,186,535 233,821 -3,420,356 Capital assets, being depreciated: Building and structures 57,519,686 30,078 -57,549,764 Machinery and equipment 1,098,806 124,838 -1,223,644 Furniture and fixtures 392,930 --392,930 Total capital assets being depreciated 59,011,422 154,916 -59,166,338 Less accumulated depreciation for: Building and structures 16,467,268 1,318,534 -17,785,802 Machinery and equipment 858,539 130,139 -988,678 Furniture and fixtures 18,711 56,133 -74,844 Total accumulated depreciation 17,344,518 1,504,806 -18,849,324 Total capital assets being depreciated net 41,666,904 (1,349,890) -40,317,014 Business-type activities capital assets, net $ 44,853,439 $ (1,116,069) $ - $ 43,737,370 39 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 Depreciation/amortization expense was charged to functions/programs of the Agency as follows: Governmental activities: General government $ 382,185 Public safety 48,132 Physical environment 40,951 Transportation 1,639,752 Culture and recreation 2,001,704 Total depreciation and amortization expense - governmental activities $ 4,112,724 Business-type activities: Parking $ 1,427,454 Leasing 77,352 Total depreciation and amortization expense - business-type activities $ 1,504,806 Note 4 - Construction Commitments The Agency had the following construction commitments as of September 30, 2024: General Fund $ 1,736,130 Capital Project 1,903,023 Parking 234,046 $ 3,873,199 The Agency had the following Encumbrance commitments as of September 30, 2024: Parking $ 350,764 Note 5 – Leases The primary objective of GASB Statement No. 87, Leases, is to enhance the relevance and consistency of information about governments’ leasing activities. This statement establishes a single model for lease accounting based on the principle that leases are financings of the right-to-use an underlying asset. Under this statement, a lessee is required to recognize a lease liability and an intangible right-to-use lease asset, and a lessor is required to recognize a lease receivable and a deferred inflow of resources. 40 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 A. Leases Receivable Details of the City’s leases receivable by lease for business-type activities for the year ended September 30, 2024 was as follows: Leases Receivable Business-type activities: Term Int Number Ext Fixed Asset as of Rate Ext. of Period Beginning Receipts/ Ending Interest Annual Reference Fund Type Start Date End Date 10/1/2022 in % Option Options (in months) Balance Additions Reductions Balance Income Payment 2021-011 Leasing Buildings 10/1/2021 12/31/2025 27 0.67 No -- $ 376,727 $ - $ 151,608 $ 225,119 $ 2,019 $ 151,608 2021-014 Leasing Buildings 10/1/2021 9/30/2024 15 2.60 Yes 2 60 698,347 -698,347 -17,603 - 2023-001 Leasing Buildings 1/13/2023 1/12/2033 108 3.45 No -- 2,518,884 98,991 -2,617,875 90,291 26,475 2023-003 Leasing Buildings 3/23/2023 12/22/2032 106 3.45 No --1,698,072 -129,002 1,569,070 54,591 16,856 Leasing Total $ 5,292,030 $ 98,991 $ 978,957 $ 4,412,064 $ 164,504 $ 194,939 Lease Payment and Subsequent Event During fiscal year 2024, a payment in the amount of $296,088 was received related to an outstanding balance, $698,347 owed by the leasee on Lease No. 2021-014. This payment was negotiated and agreed to as part of a modification of the original lease agreement. The remainder of the amount owed by the leasee, $402,000, was written off during fiscal year 2024 once the payment was received. The amended lease agreement was executed subsequent to year-end on November 7, 2024. In accordance with the Agency’s accounting policies and applicable financial reporting standards, the effects of the lease modification will be recognized in fiscal year 2025, the period in which the agreement was formally executed. Details of the City’s leases deferred inflow by lease for business-type activities for the year ended September 30, 2024 was as follows: Beginning Ending Reference Fund Asset Type Balance Additions Reductions Balance 2021-011 RDA Leasing Buildings $ 374,422 $ - $ 166,411 $ 208,011 2021-014 RDA Leasing Buildings 708,437 -708,437 - 2023-001 RDA Leasing Buildings 2,362,942 -262,188 2,100,754 2023-003 RDA Leasing Buildings 1,532,623 -267,026 1,265,597 RDA Leasing Total $ 4,978,424 $ - $ 1,404,062 $ 3,574,362 Note 6 – Subscription-Based Information Technology Arrangements The financial statements for the year ended September 30, 2024 include the adoption of GASB Statement No. 96, Subscription-Based Information Technology Arrangements (SBITA). The primary objective of this statement is to enhance the relevance and consistency of information about governments’ subscription agreements. Under this statement, a subscription is required to recognize a subscription liability and an intangible right-to-use lease asset. Balances at October 1, 2022 were restated in accordance with the GASB requirements. 41 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 as follows: Governmental activiti Reference Fund es: Asset Type Start Date Term as of End Date 10/1/2022 Interest Rate in % Beginning Payments/ Balance Additions Reductions Ending Balance Interest Expense Fixed Annual Payment A. SBITA Liabilities Details of the Agency’s liabilities by lease for governmental activities for the year ended September 30, 2024 was G96-023.2 RDA Subscription 10/1/2022 9/26/2029 72 2.38 $ 2,850 $ 8,362 $ 1,572 $ 9,640 $ 70 $ 1,642 Total $ 2,850 $ 8,362 $ 1,572 $ 9,640 $ 70 $ 1,642 B. Net Book Value of Right-to-use Assets Net book value of right-to-use assets by lease for governmental activities for the year ended September 30, 2024 was as follows: Beginning Ending Reference Fund Asset Type Balance Increases Decreases Balance G96-023.2 RDA Subscription $ 2,850 $ 8,362 $ 1,951 $ 9,261 Total $ 2,850 $ 8,362 $ 1,951 $ 9,261 Note 7 - Tax Increment Revenue Bonds On December 15, 2015 the City issued $286,245,000 in Series 2015A Tax Increment Revenue and Revenue Refunding Bonds to provide for the current refunding of all of the Agency’s Tax Increment Revenue Refunding Bonds, Series 2005B; finance certain costs of acquiring and constructing renovations to the convention center and certain other improvements; and pay costs of issuance of the Series 2015A bonds. The Series 2015A bonds were issued with interest rates of 4.00% to 5.00% payable semiannually on February 1 and August 1. The principal and interest of the Series 2015A Tax Increment Revenue Refunding Bonds is fully secured by the tax increment revenues derived from the Redevelopment area and received solely from the City and the County. Annual pledged revenues received by the Agency are required to be at least equal to 1.5 times the maximum annual debt service. For fiscal year ending September 30, 2024, the City received $55,372,973 in pledged revenues. The maximum annual debt service is $20,911,250 and will occur in fiscal year 2031. For fiscal year 2024, the Agency’s ratio of pledged revenues to maximum annual debt service coverage is 2.65. 42 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 The aggregate maturities of tax increment revenue bonds at September 30, 2024 are as follows: FISCAL YEAR ENDING 9/30 PRINCIPAL INTEREST TOTAL 2025 7,885,000 13,021,375 20,906,375 2026 8,290,000 12,617,000 20,907,000 2027 8,715,000 12,191,875 20,906,875 2028 9,165,000 11,744,875 20,909,875 2029 9,635,000 11,274,875 20,909,875 2030-2034 56,115,000 48,435,625 104,550,625 2035-2039 72,050,000 32,494,750 104,544,750 2040-2044 92,515,000 12,026,875 104,541,875 Totals 264,370,000 153,807,250 418,177,250 Plus: Net unamortized bond premium 16,630,868 -16,630,868 281,000,868 153,807,250 434,808,118 43 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 Note 8 - Changes in Long-Term Liabilities Long-term liability activity for the year ended September 30, 2024 was as follows: Beginning Ending Due Within Balance Increases Decreases Balances One Year Governmental activities: Revenue Bonds $ 271,875,000 $ -$ (7,505,000) $ 264,370,000 $ 7,885,000 Add: 2015 Premium 18,080,447 -(1,449,580) 16,630,867 - Total bonds payable 289,955,447 -(8,954,580) 281,000,867 7,885,000 Compensated absences 420,352 459,683 (318,243) 561,792 255,572 Environmental remediation ----- SBITA payable 2,850 8,362 (1,572) 9,640 1,642 Net OPEB Liability 9,797,670 21,778 -9,819,448 - Net Pension Liability - MBERP 2,161,473 -(603,078) 1,558,395 - Net Pension Liability - MBF&P 10,448,544 -(270,169) 10,178,375 - Total 22,830,889 489,823 (1,193,062) 22,127,650 257,214 Governmental activity long-term liabilities $ 312,786,336 $ 489,823 $ (10,147,642) $ 303,128,517 $ 8,142,214 Business-type activities: Environmental Remediation $ -$ 70,000 $ - $ 70,000 $ 40,000 Tenant deposits 226,566 2,080 (1,883) 226,763 - Business-type activity long-term liabilities $ 72,080 $ (1,883) $ 296,763 $ 40,000 Accrued interest payable on long term debt not recognized in the governmental funds, was accrued in the amount of $2,203,082. Note 9 - Tax Increment Revenue The Agency is primarily funded through tax-increment revenue. This revenue is computed by applying the operating tax for the City and Miami-Dade County, Florida, (the “County”) multiplied by the increased value of property in the district over the base property value minus 5%. Both the City and the County are required to fund this amount annually without regard to tax collections or other obligations. 226,566 $ 44 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 Note 10 - Related-Party Transactions The Agency obtains certain managerial and administrative services from the Primary Government and Miami Dade County in accordance with a management agreement with Miami Dade County. The Agency incurred $1,415,198 of management-fee expense under this agreement for the year ended September 30, 2024. Amounts due from the Agency are primarily disbursements paid from the primary government general depository account and are pending reimbursement from the Agency. The amount due to the Agency from the primary government to the leasing fund and parking fund respectively are for deposits made to the general depository account pending transfer to the Agency. As of September 30, 2024, due to and from are as follows: Governmental funds: Due to the primary government from: General fund $ 1,103,179 Capital projects fund 638,547 $ 1,741,726 Business-type activities: Due from the primary government to: Enterprise funds – parking fund $ 21,482 Enterprise funds – leasing fund 272,583 $ 294,065 Due to the primary government from: Enterprise funds – parking fund $ 9,024 Enterprise funds – leasing fund 302,205 $ 311,229 Note 11 - Interfund Transfers Interfund transfers for the year ended September 30, 2024, consisted of the following: Government funds: Transfers from the general fund to: Debt service Primary government $ 20,911,578 4,000,000 Total transfers from the general fund $ 24,911,578 Transfers are used to: (1) move revenues from the fund that budget requires to collect them to the fund that budget requires to expend them, and (2) move receipts restricted for debt services from the funds collecting the receipts to the debt service fund. (3) transfer to the Primary government for pension obligations, Beach Renourishment and Transportation Capital Initiative Project. 45 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 Note 12 - Receivables At September 30, 2024, the Agency had the following receivable balances: Governmental Activities General Fund Capital Projects Receivables: Accounts $ 6,728 $ 1,433 Gross receivable 6,728 1,433 Less allowance for uncollectible -- Net receivables $ 6,728 $ 1,433 Business-Type Activities Parking Fund Leasing Fund Receivables: Accounts $ -$ 22,490 Gross receivable -22,490 Less allowance for uncollectible -- Net receivables $ - $ 22,490 Note 13 - Governmental Fund – Fund Balance Below is a table of fund balance categories and classifications at September 30, 2024 for the Agency’s governmental funds: General Fund Capital Projects Restricted: Economic environment $ 19,013,892 $ 18,538,673 Physical environment -1,584,543 Culture and recreation -676,202 General public facility -9,018,020 Streets/sidewalks -19,622,744 19,013,892 49,440,182 Assigned 24,683,101 - Unassigned 8,187,962 - Total Fund Balance $ 51,884,955 $ 49,440,182 46 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 Note 14 - Contingencies The Agency, in the normal course of operations, is a party to various other actions in which plaintiffs have alleged certain damages. In all cases, management does not believe the disposition of these matters will materially affect the financial position of the Agency. Note 15 - Pension Plan Miami Beach Employees’ Retirement System (“MBERP”) Plan Description Pursuant to Modification 29 of the Florida State Social Security Agreement effective January 1, 1955, the City of Miami Beach does not participate in the Federal Old-Age and Survivors Insurance System (OASI) embodied in the Social Security Act. The Miami Beach Employees’ Retirement Plan (the Plan) is a single employer defined benefit pension plan for general employees established by the City of Miami Beach, Florida (the City) effective March 18, 2006. The plan acts as a cost-sharing plan to the Agency. The Miami Beach Employees’ Retirement System was created under and by the authority of Chapter 18691, Laws of Florida, Act of 1937, as amended, by merging the “Retirement System for General Employees of the City of Miami Beach” created by Ordinance 1901 with the “Retirement System for Unclassified Employees and Elected Officials of the City of Miami Beach” created by Ordinance 88-2603, as amended. Members are full-time employees, classified and unclassified positions, who work more than 30 hours per week except for policemen and firemen and persons who elect to join the defined contribution retirement Plan sponsored by the City. Substantially all full-time employees of the Agency are provided with pensions through the Miami Beach Employees’ Retirement Plan (the Plan) – a single employer defined benefit pension plan administered by the City of Miami Beach, Florida. The Plan issues a publicly available financial report that can be obtained at http://web.miamibeachfl.gov/mberp. The benefit provisions and all other requirements are established and may be amended by City ordinance. The plan provides for retirement benefits as well as death and disability benefits at three different tiers depending on when the members entered the Plan. The First Tier is for members who entered the Plan prior to the Second Tier Dates. The Second Tier is for members who entered the Plan on or after the Second Tier Dates but before the Third Tier Dates. The Third Tier is for members who entered the Plan on or after the Third Tier Dates. Both the Second Tier and Third Tier Dates were established when each of the unions bargained with the City to establish new guidelines for retirement benefits relating to employees associated with their Unions. The Second Tier Dates are April 30, 1993 for members of AFSCME; August 1, 1993 for those classified as Other and GSAF, and February 21, 1994 for members of CWA. The Third Tier Dates are September 30, 2010 for members of AFSCME, GSAF and for those classified as other, and October 27, 2010 for members of CWA. Classified members administered under the First Tier are eligible for normal retirement at age 50 and five years of Creditable Service and are entitled to benefits of 3% of Final Average Monthly Earnings (FAME) multiplied by the first 15 years of Creditable Service plus 4% of FAME multiplied by years of service in excess of 15 years, with the total not to exceed 90% of FAME. First Tier unclassified members accrued 4% for creditable service before October 18, 1992. Unclassified First Tier members accrued 3% per year of service after October 18, 1992, with the total not to exceed 80% of FAME. Classified and unclassified members administered under the Second Tier are eligible for Normal Retirement at age 55 and five years of creditable service and are entitled to benefits of 3% of FAME multiplied by creditable service, subject to a maximum of 80% of FAME. Classified and unclassified members administered under the Third Tier are eligible for Normal Retirement at age 55 with at least 30 years of creditable service, or age 62 with at least five years of creditable service and are entitled to benefits of 2.5% of FAME multiplied by creditable service, subject to a maximum of 80% of FAME. For elected officials, City Manager or City Attorney, 47 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 the benefit is 4% of FAME for each year of creditable service as an elected official, city manager or city attorney plus the retirement benefit as defined above for any other period of city employment, subject to a maximum of 80% of FAME. Final average monthly earnings (FAME) means one-twelfth of the average annual earnings during the highest two paid years of creditable service. For Unclassified First Tier members who became a member prior to October 18, 1992 and was continuously a member from that date until March 18, 2006, FAME is defined as the larger of one- twelfth average covered salary during the two highest paid years of creditable service or one-twelfth of the pay of the year immediately preceding March 18, 2006. Effective as of September 30, 2010, FAME for members who have obtained normal retirement age or are within 24 months from normal retirement age is defined as average covered salary during the two highest paid years of creditable service. FAME for those members who as of September 30, 2010 are between 24 and 36 months from normal retirement age is defined as average covered salary during the three highest paid years of creditable service. FAME for those members who as of September 30, 2010 are between 36 and 48 months from normal retirement age is defined as average covered salary during the four highest paid years of creditable service. FAME for those members who as of September 30, 2010 are more than 48 months from normal retirement age is defined as average covered salary during the five highest paid years of creditable service. Any First Tier member who terminates employment may either request a refund of their own contributions plus interest, or receive their accrued benefit beginning at age 50, if at least five years of creditable service are completed. Any Second Tier member who entered on or after the Second Tier Date and who terminates employment after five years of creditable service may either request a refund of their own contributions plus interest or receive their accrued benefit beginning at age 55. Any Third Tier member who entered on or after the Third Tier Date and who terminates employment after five years of creditable service but prior to the normal or early retirement date shall be eligible to receive a normal retirement benefit at age 62. Deferred retirement option plan (DROP) A DROP was enacted on January 28, 2009 by Ordinance 2009-3626. Under this Plan, First and Second Tier members who have attained eligibility for Normal Retirement may continue working with the City for up to three years, while receiving a retirement benefit that is deposited into a DROP account. Third Tier members may participate in a DROP account for up to five years. Effective July 17, 2013, Members within classifications in the CWA bargaining unit who were hired prior to October 27, 2010, and Members not included in any bargaining unit who were hired prior to September 10, 2010, may elect to retire for the purposes of the Plan but continue employment with the City for up to sixty months, and have their monthly retirement benefit paid into a DROP account during the DROP period. Effective October 1, 2013, any member within classifications in the GSAF bargaining may elect to retire for the purposes of the Program but continue employment with the City for up to sixty months, and have their monthly retirement paid into a DROP account during the DROP period. Effective April 23, 2014, members within classifications in the AFSCME bargaining unit who were hired prior to September 30, 2010, may elect to retire for the purposes of the Plan but continue employment with the City for up to sixty months, and have their monthly retirement benefits paid into a DROP account during the DROP period. The amount of the benefit is calculated as if the participant had retired on the date of DROP commencement. Upon termination with the City, the accumulated value of the DROP account is distributed to the participant. A member’s creditable service accrued benefit and compensation calculation shall be frozen. A series of investment vehicles which are established by the board of trustees are made available to DROP participants to choose from. Any losses, charges, or expenses incurred by the participant in their DROP account are not made up by the City or the Trust, but shall be borne by the participant. Upon termination of employment, a member may receive distributions in accordance with the Plan. A DROP participant shall not be entitled to receive an ordinary or service disability retirement and in the event of death of a DROP participant, there shall be no accidental death benefit for pension purposes. DROP participation does not affect any other death or disability benefit provided to a member under federal law, state law, City ordinance, or any rights or benefits under any applicable collective bargaining agreement. First and Second Tier 48 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 members receive an annual cost-of–living adjustment (COLA) of 2.5%. The COLA is not payable while members are in the DROP. For Third Tier members the COLA is 1.5%. As of September 30, 2024, there were 128 members in the DROP and the value of DROP investment was $21,439,767 which is included in the Plan’s net position. The DROP also allows for member loans. Approximately $143,000 and $138,000 in loans were outstanding as of September 30, 2024, and September 30, 2023 respectively. Funding Policy, Contributions Required and Contributions Made The City is to contribute such amounts as are necessary to maintain the actuarial soundness of the Plan and to provide the Plan with assets sufficient to meet the benefits to be paid to the members. All First-Tier members who participate are required to contribute 12% of their covered salary to the Plan. All Second and Third Tier members are required to contribute 10% of their covered salary. The City Commission has the authority to increase or decrease contributions. For the fiscal year ended September 30, 2024, the Agency was required to make contributions of $172,093 or 19.79% of covered payroll to the Plan in accordance with actuarially determined requirements computed through an actuarial valuation performed as of October 1, 2022. For the year ended September 30, 2024, the employees contributed $54,955. Pension Liabilities, Pension Expense, Deferred Outflows of Resources, and Deferred Inflows of Resources Related to Pensions. For the year ended September 30, 2024, the Agency recognized a pension benefit of $136,460. The Agency reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources: Deferred Deferred Outflows Inflows Differences between expected and actual experience $ 11,233 $ 12,190 Change in Assumptions 75,061 9,947 Net Difference between projected and actual earnings on pension plan investments 362,706 - City contributions subsequent to the measurement date 172,093 - $ 621,093 $ 22,137 The Agency contributions of $172,093 subsequent to the reporting date are reported as deferred outflows of resources and deferred inflows of resources related to pensions will be recognized as a reduction of the net pension liability in the year ended September 30, 2024. Other amounts reported as deferred outflows of resources related to pensions will be recognized in pension expense in future years as follows: 49 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 Year Ending September 30, 2025 2026 2027 2028 Amortization of Net Deferred Inflows/Outflows $ 92,793 116,270 233,841 (16,041) $ 426,863 The Plan uses the following actuarial methods and assumptions: Valuation Date: October 1, 2022 Measurement Date: Actuarial Cost Method Inflation September 30, 2023 Entry Age Normal 2.5% Salary Increases 3.60% to 6.10% depending on service, including inflation Investment Rate of Return 7.20% Retirement Age Experience-based table of rates that are specific to the type of eligibility condition. Mortality The same versions of the PUB-2010 Headcount-Weighted Mortality Tables and mortality improvement projection scale used for Regular Class members of the Florida Retirement System (FRS) in the July 1, 2020 actuarial valuation. Florida Statutes Chapter 11.263(1)(f) mandates the use of mortality tables from one of the two most recently published FRS actuarial valuation reports. Pension Liability of the Agency The components of the net pension liability of the Agency at September 30, 2024 were as follows: Total pension liability $ 5,943,248 Plan fiduciary net position (4,384,853) Agency net pension liability $ 1,558,395 The above methods and assumptions were used to determine the total pension liability at the actuarial valuation date of October 1, 2022. The actuarial measurement date is September 30, 2023. The Agency’s proportionate share is determined as the ratio of the Agency’s retirement contributions over the total retirement contributions for the City. For fiscal year 2024, the Agency’s share of the liability was 0.58% or $1,558,395. Net Pension Liability as a percentage of Covered Payroll is 179.23%. 50 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 following table: Asset Class Domestic equities Fixed income International equities Real estate Infrastructure Total Asset Allocation 50% 23 10 10 7 100 % Long-Term Expected Real Rate of Return 8.20 % 2.18 3.33 5.51 6.47 Discount The long-term expected rate of return on pension plan investments was determined using a building-block method in which best-estimate ranges of expected future real rates of return (expected returns, net of pension plan investment expense and inflation) are developed for each major asset class. These ranges are combined to produce the long-term expected rate of return by weighing the expected future real rates of return by the target asset allocation percentage and by adding expected inflation. The target and best estimate of arithmetic real rates of return for each major asset class are summarized in the A single discount rate of 7.20% was used to measure the total pension liability. This single discount rate was based on the expected rate of return on Pension Plan investments of 7.20%. The projection of cash flows used to determine this single discount rate assumed that Plan member contributions will be made at the current contribution rate and that employer contributions will be made at rates equal to the difference between the total actuarially determined contribution rates and the member rate. Based on these assumptions, the Pension Plan’s fiduciary net position was projected to be available to make all projected future benefit payments of current Plan members. Therefore, the long-term expected rate of return on Pension Plan investments (7.20%) was applied to all periods of projected benefit payments to determine the total pension liability. 51 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 Changes In MBERP Net Pension Liability Increase(decrease) Total Pension Liability (a) Plan Fiduciary Net Position (b) Net Pension Liability (a-b) Balance at September 30, 2023 Changes for the year: Service cost Interest Differences between expected and actual experience Benefit Changes-experience Gains/losses Contributions – employer Contributions – employee Contribution – buy back Net investment income Benefit payments Administrative expenses Net change Balance at September 30, 2024 $ $ 5,617,495 88,484 409,452 161,281 13,883 - 168 (347,515) - 325,753 5,943,248 $ $ 3,456,022 - - - 671,735 - 167,966 54,955 168 386,629 (347,515) (5,107) 928,831 4,384,853 $ $ 2,161,473 88,484 409,452 (510,454) 13,883 (167,966) (54,955) - (386,629) - 5,107 (603,078) 1,558,395 Sensitivity of the net pension liability to changes in the discount rate The following present the Agency’s net pension liability, calculated using a single discount rate of 7.20%, as well as what the Agency’s net pension liability would be if it were calculated using a single discount rate that is 1- percentage-point lower or 1-percentage-point higher: Sensitivity of the Net Pension Liability to the Single Discount Rate Assumption 1% Decrease Rate Assumption 1% Increase 6.20% 7.20% 8.20% $ 2,280,757 $ 1,558,395 $ 961,208 Historical trend information is presented in the required supplementary information schedules following the notes to the financial statements to show the changes in the net pension liability and the contributions to the plan. 52 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 Retirement System for Firefighters and Police Officers (MBF&P) Plan Description Pursuant to Modification 29 of the Florida State Social Security Agreement effective January 1, 1955 the City of Miami Beach does not participate in the Federal Old-Age and Survivors Insurance System (OASI) embodied in the Social Security Act. The plan is a single employer defined benefit plan established by the City of Miami Beach, Florida (The “City”) and was created under Chapter 23414, Laws of Florida, Special Acts of 1945, as amended through ordinance No. 2016-4362 adopted October 14, 2020. The Plan’s governing board is the Board of Trustees, which comprises nine members: three of which are elected by the active and retired members of the fire department, three of which are elected by the active and retired members of the police department, and three of which are appointed by the mayor. Members are substantially all certified police officers and firefighters employed by the City of Miami Beach, Florida. Members are further divided in the following five tiers:  Tier One members are those hired prior to July 14, 2010.  Tier Two members are those hired on or after July 14, 2010, but prior to September 30, 2013.  Tier Three members are those hired on or after September 30, 2013, but prior to June 8, 2016 and July 20, 2016 for Fire Department and Police Department members, respectively.  Tier Four members are those hired on or after June 8, 2016, but prior to May 8, 2019, for the Fire Department members and July 20, 2016, but prior to July 31, 2019 for the Police Department members.  Tier Five members are those hired on or after May 8, 2019 and July 31,2019 for the Fire Department and Police Department, respectively. Tier One members Members who met eligibility to retire prior to September 30, 2013 may retire on a service retirement pension upon the attainment of age 50 or, if earlier, the date when age and length of creditable service equals to at least 70 years. Members eligible to retire on or after September 30, 2013 may retire on a service retirement pension upon the attainment of age 50 or, if earlier, the date when the member attains age 47 and length of creditable service equals to at least 70 years or when the member reaches the 85% maximum pension benefit regardless of age. Upon retirement, a member who met eligibility to retire on or before September 30, 2013 will receive a monthly pension, payable for life, equal to 3% of the average monthly salary, as defined in the Plan ordinance, for each of the first 15 years of creditable service and 4% of the average monthly salary for each year of creditable service in excess of 15 years, provided that the pension does not exceed 90% of the average monthly salary. Members who met eligibility to retire on or after to September 30, 2013 will receive a monthly pension, payable for life, equal to 3% of the average monthly salary, as defined in the Plan ordinance, for each of the first 20 years of creditable service and 4% of the average monthly salary for each year of creditable service in excess of 20 years, provided that the pension does not exceed 85% of the average monthly salary. All retirees and beneficiaries receiving a monthly pension as of September 30, 2010 will receive a 2.5% increase in benefits on October 1st of each year. Members that retire on or after September 30, 2010 will receive a 2.5% increase in benefits annually on the anniversary date of the member’s retirement. Tier Two members Any member may retire on a service retirement pension upon the attainment of age 50 and the completion of at least 5 years of creditable pension service or, if earlier, the date when the member attains age 48 plus the length of creditable service equals to at least 70 years or when the member reaches the 85% maximum pension benefit regardless of age. Upon retirement, a member will receive a monthly pension, payable for life, equal to 3% of the average monthly salary, as defined in the Plan ordinance, for each of the first 20 years of creditable service and 4% of the average monthly salary for each year of creditable service in excess of 20 years, provided that the pension does not exceed 85% of the average monthly salary. The average monthly salary of the employee is computed based on the salary 53 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 for the three highest paid years prior to the date of retirement or the average of the last three paid years to the employee prior to the date of retirement, whichever produces the greater benefit after consideration of the overtime limitations. For limitation and detailed information, please see the pension plan statement. All retirees and beneficiaries will receive a 1.5% increase in benefits annually on the anniversary date of the member’s retirement. Tier Three members Any member may retire on a service retirement pension upon the attainment of age 50 and the completion of at least 5 years of creditable pension service or, if earlier, the date when the member attains age 48 plus the length of creditable service equals to at least 70 years or when the member reaches the 85% maximum pension benefit regardless of age. Upon retirement, a member will receive a monthly pension, payable for life, equal to 3% of the average monthly salary, as defined in the Plan ordinance, for each of the first 20 years of creditable service and 4% of the average monthly salary for each year of creditable service in excess of 20 years, provided that the pension does not exceed 85% of the average monthly salary. The average monthly salary of the employee is computed based on the salary for the five highest paid years prior to the date of retirement or the average of the last five paid years to the employee prior to the date of retirement, whichever produces the greater benefit after consideration of the overtime limitations. For limitation and detailed information, please see the pension plan statement. All retirees and beneficiaries will receive a 1.5% increase in benefits annually on the anniversary date of the member’s retirement. Tier Four and Five members Any member may retire on a service retirement pension upon the attainment of age 52 and the completion of at least 5 years of creditable pension service or, if earlier, the date when the member attains age 48 plus the length of creditable service equals to at least 70 years. Upon retirement, a member will receive a monthly pension, payable for life, equal to 3% of the average monthly salary, as defined in the Plan ordinance, for each of the first 20 years of creditable service and 4% of the average monthly salary for each year of creditable service in excess of 20 years, provided that the pension does not exceed 85% of the average monthly salary. The average monthly salary of the employee is computed based on the salary for the 5 highest paid years prior to the date of retirement or the average of the last 5 paid years to the employee prior to the date of retirement, whichever produces the greater benefit after consideration of the overtime limitations. For limitation and detailed information, please see the pension plan statement. All retirees and beneficiaries will receive a 1.5% increase in benefits annually on the anniversary date of the member’s retirement. Any member of the plan who becomes totally and permanently disabled at any time as a result of illness or injury suffered in the line of duty may be retired on an accidental disability pension. For a service-connected disability, the minimum pension payable is 85% of monthly salary of the employee at the time of disability retirement, less any offset for worker’s compensation. Any member who becomes totally or permanently disabled after 5 years of creditable service as a result of illness or injury not suffered in the line of duty may be retired on an ordinary disability retirement pension. Upon a non-service-connected disability retirement, a member receives a monthly pension equal to the monthly pension benefit accrued to date of disability. The plan also has various pre-retirement death benefit. If a member resigns or is lawfully discharged prior to 5 years of service, their contributions with 3% interest per annum are returned to them. The Plan also provides a special provision for vested benefits for members who terminate after 5 or 10 years of service. The payment of retirement benefits is payable to the member for his or her life. Upon death of member, except those retiring prior to November 5, 2003, the standard benefit is a 75% joint and survivor annuity with a specified beneficiary as provided under the plan. The specified beneficiary will receive a survivor annuity equal to 100% of the total benefit for one year following the death of the member and thereafter 75% of the total benefit until death or remarriage. However, upon death, if the member has been married or in a domestic partnership for less than 10 years, the survivor annuity is payable only for the life expectancy of the deceased member at time of death. 54 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 In lieu of the standard benefit, the members may elect the actuarial equivalent of the 10-year certain and life annuity, with a designated beneficiary, any of the following, optional forms of payment: • 75% joint and contingent survivor annuity with a designated beneficiary • 66 ⅔% joint and contingent survivor annuity with a designated beneficiary • 50% joint and contingent survivor annuity with a designated beneficiary • 25% joint and contingent survivor annuity with a designated beneficiary • 10 year certain and life annuity with a designated beneficiary • Life of member only Deferred Retirement Option Plan (DROP) An active member of Tier One may enter into the DROP on the first day of any month after meeting eligibility to retire. Members who entered the DROP on or before September 30, 2015, shall be eligible to participate for a period not to exceed 72 months. Members who entered the DROP on or after October 1, 2015, shall be eligible to participate for a period not to exceed 96 months. All members shall receive a 2.5% COLA increase in benefits annually on the anniversary date of the member’s entry into the DROP, in conjunction with a few annual exceptions. An active member of Tier Two, Three or Four may enter into the DROP on the first day of any month after meeting eligibility to retire. Members who entered the DROP on or after October 1, 2015, shall be eligible to participate for a period not to exceed 96 months. All members shall receive a 1.5% COLA increase in benefits annually on the anniversary date of the member’s entry into the DROP, in conjunction with a few annual exceptions. Once a member enters the DROP, their monthly retirement benefit is fixed, and their monthly benefit is paid into their DROP account. Upon termination of employment, the balance in the member’s DROP account, including earnings, is payable to them and they will begin to receive their normal retirement benefit. At September 30, 2024, the total amount of the Deferred Retirement Option Plan payable, $57,325,312 represents the balance of the self-directed participants as all the participants are now in the self-directed DROP. Funding Policy, Contributions Required and Contributions Made The City (the "Employer") is required to contribute an actuarially determined amount that, when combined with members' contributions, will fully provide for all benefits as they become payable. All Tier One and Tier Two members are required to contribute 10% of their salary to the Plan, while all Tier Three members are required to contribute 10.5% of their salary to the Plan. The City Commission has the authority to increase or decrease contributions. For the fiscal year ended September 30, 2024, the Agency was required to make contributions of $1,117,004 or 84.82% of covered payroll to the Plan in accordance with actuarially determined requirements computed through an actuarial valuation performed as of October 1, 2022. For the year ended September 30, 2024, the employees contributed $180,032. 55 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 Pension Liabilities, Pension Expense, Deferred Outflows of Resources, and Deferred Inflows of Resources Related to Pensions. For the year ended September 30, 2024, the Agency recognized pension expense of $376,974. At September 30, 2024, the Agency reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources: Deferred Deferred Outflows Inflows Differences between expected and actual experience $ 228,901 $ 19,833 Change in assumptions 565,648 42,219 Net difference between projected and actual earnings on pension plan investments 1,862,522 - City contributions subsequent to the measurement date 1,117,004 - $ 3,774,075 $ 62,052 The Agency contributions of $1,117,004 subsequent to the reporting date are reported as deferred outflows of resources and deferred inflows of resources related to pensions will be recognized as a reduction of the net pension liability in the year ended September 30, 2024. Other amounts reported as deferred outflows of resources related to pensions will be recognized in pension expense in future years as follows: Amortization of Net Deferred Year Ending September 30, Inflows/Outflows 2025 $ 732,933 2026 748,102 2027 1,128,010 2028 (14,026) $ 2,595,019 56 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 The following methods and assumptions were used to determine the total pension liability at the actuarial valuation date of October 1, 2022. The actuarial valuation was rolled forward to the September 30, 2023 measurement date. Valuation date October 1, 2022 Measurement date September 30, 2023 Actuarial cost method Entry Age normal Amortization method Level Percentage, Closed Amortization period 30 years Asset valuation method 5-year smoothed market Inflation 3.00% Payroll growth 2.40% Salary increases 3.70 – 10.71% Cost of living increase 1.50%, 2.00%, or 2.50% Investment rate of return 7.35% Retirement age Experience-based table of rates that are specific to the type of eligibility condition. Mortality Table For healthy participants during employment, PUB-2010 Headcount Weighted Safety Employee Female Mortality Table and Safety Below Median Employee Mortality both sets forward one year, with fully generational mortality improvements projected to each future decrement date with Scale MP-2018. For healthy participants post employment, PUB-2010 Headcount Weighted Safety Healthy Retiree Female Mortality Table and Safety Below Median Healthy Retiree Male Mortality Table, both set forward one year, with fully generational mortality improvements projected to each future decrement date with scale MP-2018. For disabled male participants, 80% PUB-2010 Headcount Weighted General Disabled Retiree Mortality Table / 20% PUB-2010 Headcount Weighted Safety Disabled Retiree Mortality Table, separate rates for males and females, without projected mortality improvements. 57 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 Discount A discount rate of 7.35 was used to measure the September 30, 2024 total pension liability; a decrease from the prior year rate of 7.40%. This discount rate was based on the expected rate of return on Fund investments of 7.35%. The projection of cash flows used to determine this discount rate assumed member contributions will be made at the current member contribution rate and employer contributions will be made at rates equal to the difference between actuarially determined current contribution rates and the member contribution rate. Based on these assumptions, the Fund's fiduciary net position was projected to be available to make all projected future expected benefit payments to current Fund members. Therefore, the long-term expected rate of return on Fund investments was applied to all periods of projected benefit payments to determine the total pension liability. Changes In MBF&P Net Pension Liability Increase(decrease) Total Pension Liability (a) Plan Fiduciary Net Position (b) Net Pension Liability (a-b) Balance at September 30, 2023 Changes for the year: Service cost Interest Differences between expected and actual experience Changes in assumptions $ 35,716,630 535,917 2,431,785 (2,865,954) 244,516 $ 25,268,086 - - - (2,330,247) - $ 10,448,544 535,917 2,431,785 (535,707) 244,516 Contributions – employer Contributions – employee Net investment income Benefit payments Administrative expenses Net change Balance at September 30, 2024 $ - - - (1,698,385) - (1,352,121) 34,364,509 $ 1,018,218 180,032 1,774,152 (1,698,385) (25,722) (1,081,952) 24,186,134 $ (1,018,218) (180,032) (1,774,152) - 25,722 (270,169) 10,178,375 Net Pension Liability of the Agency The components of the net pension liability of the Agency at September 30, 2024, were as follows: Total pension liability $ 34,364,509 Plan fiduciary net position Agency net pension liability (24,186,134) $ 10,178,375 The Agency’s proportionate share is determined as the ratio of the Agency’s retirement contributions over the total retirement contributions for the City. For fiscal year 2024, the Agency’s share of the liability was 2.245% or $10,178,375. 58 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 following tables: Target Asset Class Assumed Asset Allocation Domestic equities International equities Domestic fixed income International fixed income Real estate funds Hedge funds Private equity Cash / short-term investments 43.5% to 53.5% 0% to 10% 12% to 24.5% 0% to 10% 12% to 22% 0% to 5% 0% to 6% 0% to 10% Asset Class Long-Term Expected Real Rate Of Return Domestic equities International equities Domestic bonds 7.50 8.50 2.50 % % % International bonds 3.50 % Real estate funds 4.50 % Alternatives 5.69 % The target and best estimate of arithmetic real rates of return for each major asset class are summarized in the The following presents the Agency’s net pension liability calculated using a single discount rate of 7.35%, as well as what the Agency’s net pension liability would be if it were calculated using a single discount rate that is 1- percentage-point lower or 1-percentage-point higher: Discount 1% Decrease Rate 1% Increase 6.35% 7.35% 8.35% Net Pension Liability $14,477,709 $10,178,375 $6,659,682 Historical trend information is presented in the required supplementary information schedules following the notes to the financial statements to show the changes in the net pension liability and the contributions to the plan. Financial Statements Detailed information about the pension plan’s fiduciary net position is available in the separately issued financial reports. Each of the Retirement Systems are audited separately. Complete financial statements can be obtained at the following offices: City of Miami Beach City of Miami Beach Employee Retirement System Retirement System for Firefighters and Police Officers 1700 Convention Center Drive 1691 Michigan Ave. Suite 555 Miami Beach, Florida 33139 Miami Beach, Florida 33139 59 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 Florida’s Federal-State Social Security Agreement Pursuant to Modification 29 of the Florida State Social Security Agreement effective January 1, 1955, the City of Miami Beach does not participate in the Federal Old-Age and Survivors Insurance System (OASI) embodied in the Social Security Act. Instead, it provides eligible employees a comprehensive defined benefit pension plan. Contributions to Social Security for fiscal year 2024 and 2023 would have been $13,506,987 and $13,252,218 respectively. The City of Miami Beach does participate in the hospital insurance tax, also known as Medicare, and withholds taxes accordingly. Firemen’s and Police Relief and Pension Funds The City’s firefighters and police officers are members of two separate non-contributory money purchase benefit plans established under the provisions of Florida Statutes, Chapters 175 and 185, respectively. These plans are funded solely from proceeds of certain excise taxes levied by the City and imposed upon property and casualty insurance coverage within City limits. This tax, which is collected from insurers by the State of Florida, is remitted to the Plans’ Boards of Trustees. The City is under no obligation to make any further contributions to the plans. The excise taxes received from the State of Florida and remitted to the plans for the year ended September 30, 2024, was $3,005,302 for firefighters and $1,066,328 for police officers. These payments were recorded on the City’s books as revenues and expenditures during the fiscal year. Plan benefits are allocated to participants based upon their service during the year and the level of funding received during the year. Participants are fully vested after 10 years of service with no benefits vested prior to 10 years of service, except those prior to June 1983. All benefits are paid in a lump sum format, except for the Police Relief Funds, where participants may also elect not to withdraw or to partially withdraw, his or her retirement funds. Defined Contribution Retirement Plan-401(A) Effective October 18, 1992 City’s Ordinance No. 92-2813 provided for the creation of a Defined Contribution Retirement Plan (the “Plan”) under section 401(A) of the internal revenue code of 1986. The Plan provides retirement and other related benefits for eligible employees as an option over the other retirement systems sponsored by the City. Any person employed on or after October 18, 1992, in the unclassified service of the City, has the right to select the Plan as an optional retirement plan to the Unclassified Employees and Elected Officials Retirement System. At the time of the Ordinance, employees of the City who were members of the Unclassified Employee and Elected Official Retirement System (the “System”) had the irrevocable right to elect to transfer membership from the System to the Plan for a limited period of time. Effective March 19, 2006 the Plan is no longer offered to new employees of the City. Employees participating in the Plan prior to March 19, 2006 were given the option to transfer membership to the System. The Plan is administered by a Board of Trustees, which has the general responsibility for the proper operation and management of the Plan. The Plan complies with the provisions of section 401(A) of the Internal Revenue Code of 1986 and may be amended by the City Commission of the City. The City has no fiduciary responsibility for the Plan, consequently, amounts accrued for benefits are not recorded in the fiduciary fund. Employees in the Plan hired prior to February 21, 1994 are required to contribute 10% of their salary while those hired subsequent to February 21, 1994 are required to contribute 8% of their salary. The City matches the employee’s contribution 100%. The Plan of each employee is the immediate property of the employee. Employees have Nationwide Retirement Solutions and Mission Square as their plan administrator. In addition, the employee is responsible for the investment of their funds amongst choices of investment vehicles offered by their selected plan administrator. 60 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 Plan information as of and for the fiscal year ended September 30, 2024 is as follows: Members in the Plan 14 City’s contribution $ 92,185 Percentage of covered payroll 8.25% Employees’ contribution $ 91,671 Percentage of covered payroll 8.20% Note 16 - Postemployment Benefits Other than Pension Benefits (OPEB) Plan Description Pursuant to Section 112.08, 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. The City’s single employer defined benefit Postemployment Benefit Plan (the “Plan”) currently provides the following postemployment benefits: 1. Health and Dental Insurance - Employees hired prior to March 18, 2006 are eligible to receive a 50% health insurance contribution of the total premium cost. Employees hired after March 18, 2006, after vesting in City’s retirement plans, are eligible to receive an offset to the retiree premium equal to $10 per year of creditable service, up to a maximum of $250 per month until age 65 and $5 per year of creditable service up to a maximum of $125, thereafter. 2. Life Insurance ($1,000) At September 30, 2008 and pursuant to resolution 2009-27024 the City established an OPEB Trust (the “Trust”) and began funding its OPEB obligation. Stand-alone financial statements for the Trust are not prepared. The City’s plan’s board is comprised of a Board of Trustees. The Board of Trustees is comprised of three members. The members are the City’s Chief Financial Officer or designee, Budget and Performance Improvement Director or designee, and the Human Resources Officer of designee. Each member has a term of four years. The determination of the net OPEB obligation at September 30, 2024 is based on a valuation date of September 30, 2024 At this time, the plan participation consisted of: Active OPEB plan participants 1,684 Inactive members receiving benefit payments 1,221 Total 2,905 Funding Policy The City has the authority to establish and amend funding policy. For the 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 liability at September 30, 2024 was $340,125,894. It is the City’s intent to consider OPEB Trust funding during the annual budget process; however, no Trust contributions are legally or contractually required. OPEB Plan Assets and Policies The Plan’s investment composition is controlled by the City’s OPEB Trust investment policy as adopted by the OPEB Trustee and as limited by Florida Statute 218.415. The Trustee utilizes an investment manager to invest the trust assets. The policy determines the maximum and minimum allocations between investment classes; as noted below. The investment policy may be amended with a majority vote of the OPEB Trustee members. It is the City’s 61 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 policy to maximize the returns of the plan’s asset through diversification of equities and fixed income securities without a significant investment in cash or cash equivalents. The composition of the Plan’s investments at September 30, 2024 is consistent with the Plan’s investment policy is noted below: Allocation Mix Minimum Target Maximum Equity investment 40% 60% 75% Fixed income 25% 39% 60% Cash and equivalents (Money Market) 0% 1% 100% The long-term expected rate of return is determined via arithmetic real rates of return for each major class of assets. Please refer to note 3 of the City’s ACFR for more detailed information regarding the OPEB Trusts’ plan assets. Rate of Return As of September 30, 2024, the annual money-weighted rate of return, net of OPEB plan expenses, was 23.93%. The money-weighted rate of return expresses investment performance, net of investment expense, adjusted for the changing amounts actually invested. The rate of return incorporates the timing and size of cash flows to determine an internal rate of return on a monthly accrual basis. Cash flows used in the calculation excludes reinvested dividends, unrealized and realized gains or losses, and other fees and charges not converted into cash. Contributions are treated as a positive cash flow and benefit payments as a negative cash flow. Discount rates are used in determining the present value as of the valuation date of future cash flows currently expected to be required to satisfy the postretirement benefit obligation. For unfunded plans, interest rate using a long-term expected rate of return on tax-exempt, high-quality municipal bond. For funded plans, the expected long- term rate of return on trust assets, to the extent the net fiduciary position is projected to be sufficient to provide the benefits. For partially funded plans or if a funded shortfall is projected, the interest rate is blended between the funded and the unfunded rate. The projection of cash flows used to determine this single discount rate assumed that Plan member contributions will be made at the current contribution rate and that employer contributions will be made at rates equal to the difference between the total actuarially determined contribution rates and the member rate. The long-term expected rate of return on the plan investments was determined using a building-block method in which best-estimate ranges of expected future real rates of return (expected returns, net of OPEB plan investment expense and inflation) are developed for each major asset class. These ranges are combined to produce the long- term expected rate of return by weighing the expected future real rates of return by the target asset allocation percentage and by adding expected inflation. For the fiscal year ended 2024, the discount rate decreased from 4.36% to 4.32%, to more accurately reflect the activity of the trust. Although the expected long-term return on the trust is 6.5%, it is blended together with Bond Buyer 20-Bond GO index rate due to the plan not being fully funded. The City’s current OPEB plan investment allocation is noted above. 62 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 Net OPEB Liability of the Agency The City’s net OPEB liability at September 30, 2024 was $340,125,894. The Total OPEB Liability was valued at a measurement date of September 30, 2023. The Agency’s share of this liability is $9,819,448 or 2.89% of the total City liability. The Fund’s proportionate share is determined as the ratio of the Fund’s pay-go and trust fund contributions over the total pay-go and trust contributions for the City. During the fiscal year, the Agency incurred a expense of $74,316. The components of the net OPEB liability of the Agency at September 30, 2024, were as follows: Total OPEB liability $11,502,452 OPEB plan fiduciary net position (1,683,004) Net OPEB Liability $ 9,819,448 Schedule Of Deferred Inflows/Outflows Deferred Deferred Outflows Of Inflows Of Resources Resources Difference between expected and actual experience $ 235,022 $ 402,626 Change in assumptions/inputs 691,560 1,089,742 $ 926,582 $ 1,492,368 Amortization Of Net Deferred Outflows/(Inflows) Year Amortization 2025 $ (280,254) 2026 (190,940) 2027 (47,712) 2028 (46,880) $ (565,786) 63 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 Actuarial assumptions The total OPEB liability was determined by an actuarial valuation using the following actuarial assumptions, applied to all periods included in the measurement, unless otherwise specified: Valuation Date September 30, 2023 projected to September 30, 2024 Discount Rate 4.32% per annum. This was based on combination of the estimated long term rate of return from the City’s OPEB trust and 20 year AA Index at 9/30/2023. Asset Valuation Method Market Value Current Asset Mix Currently the City is targeted to invest approximately 62% in equities and 37% in bonds, with the remainder as cash. Salary Increase Rate 3.50% per annum Inflation Rate 3.0% per annum Census Data The census was provided by the City as of September, 2023 Marriage Rate It is assumed that 70% of future retirees have a spouse. This is based on the current retiree demographic. Spouse Age Spouse dates of birth were provided by the City. Where this information is missing, male spouses are assumed to be three years older than female spouses. Medicare Eligibility All current and future retirees are assumed to be eligible for Medicare at age 65. Actuarial Cost Method Entry Age Normal Cost Method Amortization Method Experience/Assumptions gains and losses are amortized over a closed period of 3.60 years starting the current fiscal year, equal to the average remaining service to expected retirement age of active and inactive plan members (who have no future service). Plan Participation The participation percentage is the assumed rate of future eligible retirees Percentage who elect to continue health coverage at retirement. It is assumed that 70% of future retirees will participate in the retiree medical plan and 100% participate in the life insurance plan. For those employees hired after 03/18/2006, and for FOP/IAFF employees hired after 07/14/2010, it is assumed that 70% continue on the plans post-Medicare. This assumes that a one-time irrevocable election to participate is made at retirement. Mortality Rates PUB-2010 Mortality tables for general and public safety with generational improvement using scale MP 2018. The health care cost trend assumptions are used to project the cost of health care in future years. The following annual trends are based on the current HCA Consulting trend study and are applied on a select and ultimate basis. Select trends are reduced 0.5% each year until reaching the ultimate trend rate. Expense Type Select Ultimate Pre-Medicare Medical and Rx 6.00% 4.50% Medicare Benefits 5.00 4.50 Stop Loss Fees 6.00 4.50 Administrative Fees 4.50 4.50 64 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 as follows: Per Capita Costs Age 60 Age 70 Police $16,744 $10,087 Fire 16,744 10,087 Other 17,126 7,847 Changes In Net OPEB Liability The Per Capita Health Claim Costs for expected retiree claim costs were developed using historical claim experience through September 2023. For the police and fire plans, the claims were developed based on the premium equivalents and age adjusted. The annual age 60 and 70 claim costs for retirees and their spouses are Increase(decrease) Total Pension Liability (a) Plan Fiduciary Net Position (b) Net Pension Liability (a-b) Balance at September 30, 2023 Changes for the year: Service cost Interest Differences between expected and actual experience Changes in assumptions Contributions – employer Net investment income Benefit payments Administrative expenses Net change Balance at September 30, 2024 $ $ 15,761,259 187,758 489,865 (4,455,375) 58,919 (539,974) - (4,258,807) 11,502,452 $ $ 5,963,589 - - - (4,635,623) - 576,552 321,796 (539,974) (3,336) (4,280,585) 1,683,004 $ $ 9,797,670 187,758 489,865 180,248 58,919 (576,552) (321,796) - 3,336 21,778 9,819,448 Sensitivity of the net OPEB liability to changes in the discount rate. The following presents the net OPEB liability of the City, as well as what the City’s net OPEB liability would be if it were calculated using a discount rate that is 1-percentage point lower or 1-percentage-point higher than the current discount rate: 1% Decrease Discount Rate 1% Increase 3.36% 4.36% 5.36% Net OPEB Liability $11,475,875 $9,819,448 $8,486,658 65 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Financial Statements September 30, 2024 Sensitivity of the net OPEB liability to changes in the healthcare cost trend rates The following presents the net OPEB liability of the City, as well as what the City’s net OPEB liability would be if it were calculated using healthcare cost trend rates that are 1-percentage-point lower or 1- percentage-point higher (than the current healthcare cost trend rates: 1% Decrease Healthcare Cost Trend (Refer to assumptions) 1% Increase Net OPEB Liability $8,442,156 $9,819,448 $11,533,032 The assets for the Agency’s OPEB plan are held in a Trust. Note 17 – Pollution Remediation GASB Statement 49, Accounting and Financial Reporting for Pollution Remediation Obligations, establishes and accounting and financial reporting standards for pollution remediation obligations. As of September 30, 2024, the Agency has $70,000 in pollution remediation liabilities. Note 18 – Subsequent Events In December 2024, the Agency, City of Miami Beach and Miami Dade County adopted the sixth amendment to the Interlocal Cooperation Agreement, originally executed in November 1993. The amendment authorized the issuance of tax increment revenue refunding bonds, in an aggregate principal amount not to exceed $267 million, maturing in 2044. The issuance of bonds will provide funds for the following: a) refunding a portion of the outstanding Tax Increment Revenue and Refunding Bonds, Series 2015A and b) costs of issuance and debt service reserves associated with the 2025 bonds. In April 2025, the Agency entered into a grant agreement with the Convention Center Hotel Developer, MB Mixed Use Investment Company I, LLC and Public Finance Authority, to partially fund the construction of a hotel, in support of the construction of ‘public areas’ of major hotels. The approximately 800-room Convention Center Hotel will include more than 100,000 sq ft of Public Areas, including meeting spaces, banquet facilities, parking garages, lobbies, and passageways; with a cost to construct budgeted to exceed $75 million. Under the terms of the grant agreement, Public Finance Authority will finance the portion of the hotel construction costs attributable to the Public Areas, through the issuance of $75 million in taxable revenue bonds, the proceeds of which will be paid to the developer. The Agency will be obligated to make the debt service payments to Public Finance Authority. The obligation to make semi-annual installment payments, assumed by the Agency pursuant to the Grant Agreement, shall constitute Agency Indebtedness. The sum of payments, which include the funded grant amount of $75M plus the cost of issuance and interest accruing during the scheduled repayment term is anticipated to equal $86.2M, but in any event shall not exceed the maximum total payable amount of $92.5M. The obligation of the Agency to make the payments shall be secured by and payable exclusively from available Trust Fund Revenues. 66 REQUIRED SUPPLEMENTARY INFORMATION Miami Beach Redevelopment Agency (A Component Unit of the City of Miami Beach, Florida) SCHEDULE OF CONTRIBUTIONS RETIREMENT SYSTEMS (Unaudited) Miami Beach Employees Retirement Plan Actuarially determined contribution $ 2024 172,093 $ 2023 220,788 $ 2022 179,193 $ 2021 168,705 $ 2020 186,339 $ 2019 191,000 $ 2018 197,000 $ 2017 182,000 $ 2016 165,000 $ 2015 191,385 Actual contribution Contribution deficiency (excess) $ 172,093 -$ 220,788 -$ 179,193 -$ 168,705 -$ 186,339 -$ 191,000 -$ 197,000 -$ 182,000 -$ 165,000 -$ 191,385 -Covered payroll Actual contribution as a % of covered payroll $ 869,507 19.79% $ 950,268 23.23% $ 987,539 18.15% $ 945,879 17.84% $ 931,889 20.00% $ 784,145 24.36% $ 706,085 27.90% $ 698,244 26.07% $ 588,000 28.06% $ 595,782 32.12% City Pension for Firefighters and Police Officers Actuarially determined contribution $ 2024 1,117,004 $ 2023 1,097,846 $ 2022 1,124,118 $ 2021 1,065,994 $ 2020 804,115 $ 2019 1,049,000 $ 2018 969,000 $ 2017 900,919 $ 2016 976,000 $ 2015 846,000 Actual contribution Contribution deficiency (excess) $ 1,117,004 -$ 1,097,846 -$ 1,124,118 -$ 1,065,994 -$ 804,115 -$ 1,049,000 -$ 969,000 -$ 900,919 -$ 976,000 -$ 846,000 -**Covered payroll Actual contribution as a % of covered payroll $ 1,316,899 84.82% $ 1,486,348 73.86% $ 1,535,017 73.23% $ 1,582,364 67.37% $ 1,498,987 53.64% $ 1,473,852 71.17% $ 1,473,852 65.75% $ 1,311,798 68.68% $ 1,344,000 72.62% $ 1,652,889 51.18% ** Includes DROP members 67 68Miami Beach Redevelopment Agency (A Component Unit of the City of Miami Beach, Florida) SCHEDULE OF THE AGENCY'S PROPORTIONATE SHARE OF THE CITY'S NET PENSION LIABILITY RETIREMENT SYSTEMS (Unaudited) MBERP 2024 2023 2022 2021 2020 2019 2018 2017 2016 2015 Agency's proportion of the net pension liability 0.58% 0.76% 0.61% 0.55% 0.59% 0.60% 0.62% 0.62% 0.59% 0.72% Agency's proportionate share of the net pension liability $ 1,558,395 $ 2,161,473 $ 606,827 $ 1,156,871 $ 1,416,414 $ 1,257,399 $ 1,343,024 $ 1,268,843 $ 1,285,164 $ 1,209,020 Agency's covered payroll $ 869,507 $ 950,288 $ 987,539 $ 945,879 $ 931,889 $ 784,145 $ 698,244 $ 588,000 $ 595,782 $ 552,405 Agency's proportionate share of the net pension liability as a percentage of its covered payroll 179.23% 227.45% 61.45% 122.31% 151.99% 160.35% 192.34% 215.79% 215.79% 218.86% Plan fiduciary net position as a percentage of the total pension liability 73.78% 71.51% 89.44% 77.20% 73.59% 73.93% 73.93% 73.06% 70.11% 75.55% MBF&P 2024 2023 2022 2021 2020 2019 2018 2017 2016 2015 Agency's proportion of the net pension liability 2.25% 2.43% 2.48% 2.46% 2.48% 2.64% 2.57% 2.56% 2.79% 2.56% Agency's proportionate share of the net pension liability $ 10,178,375 $ 10,448,544 $ 4,917,198 $ 7,620,481 $ 8,658,815 $ 8,040,669 $ 7,759,668 $ 7,607,398 $ 8,116,815 $ 5,691,617 Agency's covered payroll $ 1,316,899 $ 1,486,348 $ 1,535,017 $ 1,582,364 $ 1,498,987 $ 1,473,352 $ 1,311,798 $ 1,344,000 $ 1,652,889 $ 1,096,378 Agency's proportionate share of the net pension liability as a percentage of its covered payroll 772.90% 702.97% 320.34% 481.59% 577.64% 545.74% 591.53% 566.03% 491.07% 519.13% Plan fiduciary net position as a percentage of the total pension liability 70.38% 70.36% 85.63% 76.45% 72.91% 74.37% 73.04% 73.04% 72.07% 77.59% Miami Beach Redevelopment Agency) (A Blended Component Unit of the City of Miami Beach, Florida) Notes to the Retirement Systems Schedules September 30, 2024 Notes to the net pension liability - MBERP Notes to the Schedule of Contributions The Plan uses the following actuarial methods and assumptions: Valuation Date: October 1, 2022 Measurement Date: September 30, 2023 Actuarial Cost Method Entry Age Normal Inflation 2.50% Salary Increases 3.60% to 6.10% depending on service, including inflation Investment Rate of Return 7.20% Retirement Age Experience-based table of rates that are specific to the type of eligibility condition. Mortality The same versions of the PUB-2010 Headcount-Weighted Mortality Tables and mortality improvement projection scale used for Regular Class members of the Florida Retirement System (FRS) in the July 1, 2020 actuarial valuation. Florida Statutes Chapter 11.263(1)(f) mandates the use of mortality tables from one of the two most recently published FRS actuarial valuation reports. 69 Miami Beach Redevelopment Agency) (A Blended Component Unit of the City of Miami Beach, Florida) Notes to the Retirement Systems Schedules September 30, 2024 Notes to the net pension liability -MBF&P Pension Notes to the Schedule of Contributions Valuation Date Actuarially determined contributions are calculated as of October 1 - two years prior to the fiscal year in which contributions are reported. Notes MBF&P actual contributions include certain Chapter 175/185 non-employer contribution amounts. These amounts are from the state of Florida. Methods and Assumptions Used to Determine Contribution Rates Valuation Date: October 1, 2022 Measurement Date: September 30, 2023 Actuarial Cost Method Entry Age Normal Amortization Method Level Percentage, Closed Amortization Period 30 years Asset Valuation Method 5-year smoothed market Inflation 3.00% Payroll Growth 2.40% Salary Increases 3.70% to 10.71% Cost of Living Increase 1.50%, 2.00%, or 2.50% Investment Rate of Return 7.35% Retirement Age Experience-based table of rates that are specific to the type of eligibility condition. Mortality For healthy participants during employment, PUB-2010 Headcount Weighted Safety Employee Female Mortality Table and Safety Below Median Employee Mortality Table, both sets forward one year, with fully generational mortality improvements projected to each future decrement date with Scale MP-2018. For healthy participants post employment, PUB-2010 Headcount Weighted Safety Healthy Retiree Female Mortality Table and Safety Below Median Healthy Retiree Male Mortality Table, both set forward one year, with fully generational mortality improvements projected to each future decrement date with scale MP-2018. For disabled male participants, 80% PUB-2010 Headcount Weighted General Disabled Retiree Mortality Table / 20% PUB-2010 Headcount Weighted Safety Disabled Retiree Mortality Table, separate rates for males and females, without projected mortality improvements. 70 MIAMI BEACH REDEVELOPMENT AGENCY SCHEDULE OF OTHER POST EMPLOYMENT BENEFITS - AGENCY CONTRIBUTIONS Last 10 Fiscal Years Actuarially determined contribution Contributions in relation to the actuarially determined contributions Contribution deficiency (excess) 2024 2023 2022 2021 2020 2019 2018 2017 2016 $ 799,164 $ 783,803 $ 763,800 $ 857,828 $ 847,092 $ 1,098,891 $ 511,891 $ 398,924 $ 747,160 576,552 513,818 470,178 458,481 272,199 242,000 413,000 282,207 280,643 $ 222,612 $ 269,985 $ 293,622 $ 399,347 $ 574,893 $ 856,891 $ 98,891 $ 116,717 $ 466,517 $ $ 2015 347,661 125,006 222,655 Covered-employee payroll 2,372,517 2,436,636 2,522,556 2,528,243 2,430,876 2,303,688 2,179,937 2,010,041 1,892,398 82,359,302 Contributions as a percentage of covered-employee payroll 24.30% 21.09% 18.64% 18.13% 11.20% 10.50% 18.95% 14.04% 14.83% 0.15% Methods and Assumptions Used to Determine Contribution Rates Valuation Date September 30, 2023, projected to September 30, 2024 Discount Rate 4.32% per annum. This was based on combination of the estimated long term rate of return from the City’s OPEB trust and 20 year GO Bond rate of return at 9/30/2023. Asset Valuation Method Market Value Current Asset Mix Currently the City is targeted to invest approximately 62% in equities and 37% in bonds, with the remainder as cash. Salary Increase Rate 3.5%, average, including inflation Inflation Rate 3.0% per annum Census Data The census was provided by the City as of September, 2023 Marriage Rate It is assumed that 70% of future retirees have a spouse. This is based on the current retiree demographic. Spouse Age Spouse dates of birth were provided by the City. Where this information is missing, male spouses are assumed to be three years older than female spouses. Medicare Eligibility All current and future retirees are assumed to be eligible for Medicare at age 65. Actuarial Cost Method Entry Age Normal Percentage of Pay Amortization Method Experience/Assumptions gains and losses are amortized over a closed period of 3.60 years starting the current fiscal year, equal to the average remaining service to expected retirement age of active and inactive plan members (who have no future service). Plan Participation Percentage The participation percentage is the assumed rate of future eligible retirees who elect to continue health coverage at retirement. It is assumed that 70% of future retirees will participate in the retiree medical plan and 100% participate in the life insurance plan. For those employees hired after 3/18/2006, and for FOP/IAFF employees hired after 07/14/2010, it is assumed that 70% continue on the plans post-Medicare. This assumes that a one-time irrevocable election to participate is made at retirement. Mortality Rates PUB-2010 Mortality Tables for General and Public Safety with generational improvement using scale MP-2018. SCHEDULE OF INVESTMENT RETURNS Last 10 Fiscal Years (*) Annual money-weighted rate of return, net of investment expense 2024 23.93% 2023 8.65% 2022 -19.29% 2021 16.30% 2020 11.80% 2019 2.30% 2018 8.00% 2017* 11.69% * Fiscal year 2017 is the first year data is available. The City will accumulate a ten year schedule as data becomes available. 71 72 Miami Beach Redevelopment Agency (A Component Unit of the City of Miami Beach, Florida) SCHEDULE OF THE AGENCY'S PROPORTIONATE SHARE OF THE CITY'S NET OPEB LIABILITY RETIREMENT SYSTEMS (Unaudited) 2024 2023 2022 2021 2020 2019 2018 2017 Agency's proportion of the net OPEB liability 2.89% 2.83% 2.84% 2.82% 2.90% 3.27% 3.40% 2.65% Agency's proportionate share of the net OPEB liability $ 9,819,448 $ 9,797,670 $ 10,325,187 $ 12,823,190 $ 12,989,742 $ 10,750,906 $ 5,090,097 $ 3,948,074 Agency's covered-employee payroll $ 2,372,517 $ 2,436,636 $ 2,522,556 $ 2,528,243 $ 2,403,876 $ 2,303,688 $ 2,179,937 $ 2,010,041 Agency's proportionate share of the net pension liability as a percentage of its covered-employee payroll 413.88% 402.10% 409.31% 507.20% 540.37% 466.68% 233.50% 196.42% Plan fiduciary net position as a percentage of the total pension liability 14.63% 11.73% 9.94% 9.71% 8.28% 8.89% 18.69% 17.18% *Only eight years of data is readily available. The years will be populated each year until 10 years are presented. Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Budgetary Comparison Schedule General Fund For the Year Ended September 30, 2024 (Unaudited) Variance with Original Final Final Budget – Budgeted Budgeted Actual Positive Amounts Amounts Amounts (Negative) Revenues: Tax increment $ 55,372,000 $ 55,372,000 $ 55,372,973 $ 973 Rents and leases --1 1 Interest 288,000 288,000 5,072,279 4,784,279 Total revenues 55,660,000 55,660,000 60,445,253 4,785,253 Expenditures: General government 815,000 853,300 826,300 27,000 Public safety 5,279,358 4,989,058 4,988,892 166 Transportation 235,925 235,925 235,925 - Physical environment 6,404,500 7,009,500 6,937,567 71,933 Economic environment 6,966,000 6,954,000 6,895,969 58,031 Culture and recreation 1,508,500 1,358,500 1,158,306 200,194 Capital outlay 437,335 535,335 495,146 40,189 Debt service: SBITA payments 1,572 1,572 1,572 - Interest and Fiscal Charges 70 70 70 - Total expenditures 21,648,260 21,937,260 21,539,747 397,513 Excess of revenues over expenditures 34,011,740 33,722,740 38,905,506 5,182,766 Other financing (uses): SBITA liabilities issued --8,362 8,362 Operating transfers out (24,913,000) (24,913,000) (24,911,578) 1,422 Total other financing (uses) (24,913,000) (24,913,000) (24,903,216) 9,784 Net change in fund balance 9,098,740 8,809,740 14,002,290 5,192,550 Fund balance, beginning 34,706,786 34,350,786 37,882,665 3,531,879 Fund balance, ending $ 43,805,526 $ 43,160,526 $ 51,884,955 $ 8,724,429 The notes to this budgetary comparison schedule are an integral part of this statement. 73 Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) Notes to Budgetary Comparison Schedule September 30, 2024 Note 1. Budgetary Policy A. Budgetary Data The Agency is required to prepare, approve, adopt and execute an annual budget for such funds as may be required by law or by sound financial practices and generally accepted accounting principles. Annual budgets are adopted on a basis consistent with generally accepted accounting principles for all governmental funds. The Agency uses appropriations in the capital budget to authorize the expenditures of funds for various capital projects. Capital appropriations, unless modified or rescinded, remain in effect until the completion of each project. At least 65 days prior to the beginning of the fiscal year, the City Commission, which also serves as the Agency’s Board of Directors, is presented with a proposed budget. The proposed budget includes anticipated expenditures and the means of financing them. After Commission review and public hearings, the budget is adopted prior to October 1st. The budget is approved by district and fund. Management may transfer amounts between line items within a fund as long as the transfer does not result in an increase in the fund’s budget. Increases to fund budgets require Commission approval. There were two (2) supplemental budgetary appropriations during fiscal year ended September 30, 2024. Budgets are considered a management control and planning tool and as such are incorporated in the accounting system of the Agency. Budgets are adopted on the modified accrual basis of accounting with the inclusion of encumbrances as reductions in the budgetary amount available. All appropriations lapse at year-end. 74 SUPPLEMENTARY INFORMATION Miami Beach Redevelopment Agency (A Blended Component Unit of the City of Miami Beach, Florida) SCHEDULE OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL BUDGETED NONMAJOR DEBT SERVICE FUNDS For the Fiscal Years Ended September 30, 2024 Miami Beach Redevelopment Agency Special Obligation Debt Service Fund Variance with Original Final Final Budget- Budgeted Budgeted Actual Positive Amounts Amounts Amounts (Negative) Revenues $- $ - $- $- Total revenues ---- Expenditures Debt Service: Principal 7,505,000 7,505,000 7,505,000 - Interest 13,407,547 13,407,547 13,406,125 1,422 Other 453 453 453 - Total expenditures 20,913,000 20,913,000 20,911,578 1,422 Excess (deficiency) of revenues over (under) expenditures Other financing sources (uses) Transfers in Total other financing sources (20,913,000) 20,913,000 20,913,000 (20,913,000) 20,913,000 20,913,000 (20,911,578) (20,911,578) (20,911,578) 1,422 (41,824,578) (41,824,578) Net change in fund balances ---- Fund balances - beginning of year ---- Fund balances - end of year $ -$ -$ -$ - 75 THIS PAGE INTENTIONALLY LEFT BLANK OTHER REPORTS THE POWER OF BEING UNDERSTOOD ASSURANCE I TAX I CONSULTING RSM US LLP is the U.S. member firm of RSM International, a global network of independent assurance, tax, and consulting firms. Visit rsmus.com/aboutus for more information regarding RSM US LLP and RSM International. ■- RSI\A RSMUSLLP I Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards Independent Auditor’s Report Honorable Mayor and Members of the City Commission City of Miami Beach, Florida We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States (Government Auditing Standards), the financial statements of the governmental activities, the business-type activities, and each major fund of the Miami Beach Redevelopment Agency (the Agency), a component unit of the City of Miami Beach, Florida (the City), as of and for the year ended September 30, 2024, and the related notes to the financial statements, which collectively comprise the Agency’s basic financial statements, and have issued our report thereon dated June 26, 2025. Report on Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered the Agency’s internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Agency’s internal control. Accordingly, we do not express an opinion on the effectiveness of the Agency’s internal control. Our consideration of internal control was for the limited purpose described in the preceding paragraph and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies and therefore, material weaknesses or significant deficiencies may exist that were not identified. However, as described below, we identified certain deficiencies in internal control that we consider to be a material weakness and a significant deficiency. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control such that there is a reasonable possibility that a material misstatement of the entity's financial statements will not be prevented, or detected and corrected, on a timely basis. We consider the deficiency described below and response as item 2024-001 to be a material weakness. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. We consider the deficiency described below and repsonse as item 2024-002 to be a significant deficiency. 76 Material Weakness in Internal Control Over Financial Reporting Finding 2024-001 Criteria: GASB Statement No. 87, Leases, requires that at the commencement of a lease, a lessor recognize a lease receivable and a corresponding deferred inflow of resources. Over the term of the lease, the lessor should recognize interest revenue and lease revenue in a systematic and rational manner. Accurate and timely recording of these entries is essential to ensure that financial statements are presented fairly in accordance with generally accepted accounting principles. Condition: During our audit, we noted that the Agency did not record the required GASB 87 lease entries for the current fiscal year in the Leasing Fund. As a result, the following adjustments were recorded as of September 30, 2024:  Decrease in lease receivable: $683,168  Decrease in deferred inflows of resources: $358,497  Decrease in lease revenue: $170,158  Decrease in interest income: $55,072  Recognition of a loss: $99,441 Cause: The Agency’s year-end financial reporting process did not include a complete and accurate analysis of lease activity under GASB 87. As a result, the required lease-related entries were not identified or recorded in a timely manner. Effect: The Leasing Fund’s trial balance was misstated, resulting in an overstatement of assets and deferred inflows, overstatement of revenue and income, and an understatement of expenses and losses. These errors impacted the accuracy of the Agency’s financial position and results of operations as initially reported. Recommendation: We recommend that the Agency strengthen its year-end financial reporting procedures to ensure that all lease agreements are reviewed and properly accounted for in accordance with GASB 87. This should include a reconciliation of lease schedules to the general ledger and a review of lease terms to ensure appropriate recognition of receivables, deferred inflows, lease revenue, and interest income. Views of responsible officials: The City recognizes the limitations of the current resources for maintaining lease agreements for the lease fund. The complexities of the agreements including abatements and complicated modifications were not easily incorporated into the leasing software and limited the abilities of the team to timely and accurately reflect all aspects of the GASB 87 requirements. This limitation was further amplified by the challenges of slow paying lessees, magnifying already complex situations. Management will work with external resource providers and internal staffing to provide additional trainings and/or resources to ensure that all aspects of reporting requirements are fully implemented into the software and reporting records. Additional procedures will be implemented to ensure that the leasing software will be updated with the parameters of the newly amended lease agreements to ensure the accuracy of lease balances reported in the Leasing Fund. . Finally, the City will establish a more rigorous leasing policy to ensure that all aspects of GASB 87 and complicated modifications of lease agreements are timely and appropriately recorded in accordance with City guidelines. Completion Date: The revised updates are expected to be completed by the end of fiscal year 2025. 77 Significant Deficiency in Internal Control Over Financial Reporting Finding 2024-002 Criteria: GASB Statement No. 87, Leases, requires that a lessor recognize a lease receivable and a corresponding deferred inflow of resources at the commencement of the lease. The lease receivable should be reduced by an allowance for uncollectable amounts when collection is not probable. Generally accepted accounting principles also require that financial statements present assets and liabilities fairly, and that estimates such as allowances for doubtful accounts be evaluated and recorded based on the best available information. Condition: We noted that the Agency did not record an allowance for uncollectable lease receivables related to a certain lease under GASB 87 as of September 30, 2023. As a result, both the lease receivable and the related deferred inflow of resources were overstated by $515,896 and $525,986, respectively, in the Leasing Fund. Cause: The Agency’s year-end financial reporting process did not include a review of the collectability of lease receivables. As a result, management did not identify the need to adjust the lease receivable balance or the associated deferred inflow of resources for amounts that were deemed uncollectable. Effect: The trial balance included misstatements in both assets and deferred inflows of resources. These errors were subsequently identified and corrected during the audit, and the financial statements for the year ending September 30, 2024, have been adjusted accordingly. Recommendation: We recommend that the Agency implement procedures to evaluate the collectability of lease receivables as part of its year-end closing process. This should include establishing an allowance for uncollectable lease receivables in accordance with GASB 87 and adjusting the related deferred inflows of resources to reflect only amounts expected to be collected. Views of responsible officials: This matter primarily pertains to a single agreement with a lessee whose contract was under review and renegotiation. Due to the timing and available information pertaining to the lease contract, the City did not initially deem the balances uncollectible at year end and had already made adjustments to the beginning balances in prior year as modification of the contract were under review at the very inception and implementation of GASB 87. Accordingly, receivable and related deferred inflows balances were lower than stated on the face of the contract, already reflecting an estimated allowance. Management agrees that there may have been some uncertainty surrounding this lease agreement at year end, however due to ongoing discussions and possible litigation between the City and lessee and the continuing flow of payments, the City did not deem the balances completely uncollectible and accordingly recorded receivables that it believed would be reflective of the City’s ability to collect. Even though due to the rigorous negotiation process that was being undertaken, the lease was not anticipated/deemed by management to be uncollectible at the end of the fiscal year, however due to the latest agreement and ongoing slow payment of the lessee the decision to remove the receivable was made. Going forward City teams plan to have more timely and detailed discussions to address any anticipated delays/modifications occurring of any active lessees. This discussion will help to support management’s decision-making process regarding the un-collectability of lease receivables. Procedures will be implemented to ensure that the leasing software will be updated with the parameters of the newly amended lease agreements to ensure the accuracy of lease balances reported in the Leasing Fund. Finally, the City will establish a more rigorous leasing policy to ensure that all aspects of GASB 87 and complex modifications of lease agreements are timely and appropriately recorded in accordance with City guidelines. 78 Report on Compliance and Other Matters As part of obtaining reasonable assurance about whether the Agency’s financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. The Agency’s Response to Findings Government Auditing Standards requires the auditor to perform limited procedures on the Agency’s response to the findings identified in our audit and described previously. The Agency’s response was not subjected to the other auditing procedures applied in the audit of the financial statements and, accordingly, we express no opinion on the response Purpose of This Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Miami, Florida June 26, 2025 79 THE POWER OF BEING UNDERSTOOD ASSURANCE I TAX I CONSULTING RSM US LLP is the U.S. member firm of RSM International, a global network of independent assurance, tax, and consulting firms. Visit rsmus.com/aboutus for more information regarding RSM US LLP and RSM International. ■- RSI\A RSMUSLLP I Management Letter in Accordance With the Rules of the Auditor General of the State of Florida Honorable Mayor and Members of the City Commission City of Miami Beach, Florida Report on the Financial Statements We have audited the financial statements of the Miami Beach Redevelopment Agency (the Agency), a component unit of the City of Miami Beach, Florida (the City), as of and for the year ended September 30, 2024, and have issued our report thereon dated June 26, 2025. Auditor’s Responsibility We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States (Government Auditing Standards); and Chapter 10.550, Rules of the Auditor General, of the State of Florida. Other Reporting Requirements We have issued our Independent Auditor’s Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards; and Independent Accountant’s Reports on an examination conducted in accordance with AICPA Professional Standards, AT-C Section 315, regarding compliance requirements in accordance with Chapter 10.550, Rules of the Auditor General. Disclosures in those reports and schedule, which are dated June 26, 2025, should be considered in conjunction with this management letter. Prior Audit Findings Section 10.554(1)(i)1., Rules of the Auditor General, requires that we determine whether or not corrective actions have been taken to address findings and recommendations made in the preceding financial audit report. Corrective actions have been taken to address findings and recommendations made in the preceding financial audit report. Official Title and Legal Authority Section 10.554(1)(i)4., Rules of the Auditor General, requires that the name or official title and legal authority for the primary government and each component unit of the reporting entity be disclosed in this management letter, unless disclosed in the notes to the financial statements. The information is disclosed in Note 1 to the Agency’s financial statements. 80 Financial Condition and Management Sections 10.554(1)(i)5.a, and 10.556(7), Rules of the Auditor General, requires us to apply appropriate procedures and communicate the results of our determination as to whether or not the Agency has met one or more of the conditions described in Section 218.503(1), Florida Statutes, and identification of the specific condition(s) met. In connection with our audit, we determined that the Agency did not meet any of the conditions described in Section 218.503(1), Florida Statutes. Pursuant to Sections 10.554(1)(i)5.b. and 10.556(8), Rules of the Auditor General, we applied financial condition assessment procedures. It is management’s responsibility to monitor the Agency’s financial condition, and our financial condition assessment was based in part on representations made by management and the review of financial information provided by same. Section 10.554(1)(i)2., Rules of the Auditor General, requires that we communicate any recommendations to improve financial management. In connection with our audit, we did not have any such recommendations. Additional Matters Section 10.554(1)(i)3., Rules of the Auditor General, requires us to communicate noncompliance with provisions of contracts or grant agreements, or abuse, that have occurred, or are likely to have occurred, that have an effect on the financial statements that is less than material but which warrants the attention of those charged with governance. In connection with our audit, we did not have any such findings. Purpose of This Letter Our management letter is intended solely for the information and use of the Legislative Auditing Committee, members of the Florida Senate and the Florida House of Representatives, the Florida Auditor General, Federal and other granting agencies, the Honorable Mayor and City Commissioners, and applicable management, and is not intended to be and should not be used by anyone other than these specified parties. Miami, Florida June 26, 2025 81 Independent Accountant’s Report on Compliance with Sections 163.387(6) & 163.387(7), Florida Statutes Honorable Mayor and Members of the City Commission City of Miami Beach, Florida We have examined the Miami Beach Redevelopment Agency (the Agency), a component unit of the City of Miami Beach, Florida’s (the City), compliance with Sections 163.387(6) and 163.387(7), Florida Statutes, during the period from October 1, 2023 to September 30, 2024. Management of the Agency is responsible for the Agency’s compliance with the specified requirements. Our responsibility is to express an opinion on the Agency’s compliance with the specified requirements based on our examination. Our examination was conducted in accordance with attestation standards established by the AICPA. Those standards require that we plan and perform the examination to obtain reasonable assurance about whether the Agency complied, in all material respects, with the specified requirements referenced above. An examination involves performing procedures to obtain evidence about whether the Agency complied with the specified requirements. The nature, timing, and extent of the procedures selected depend on our judgment, including an assessment of the risks of material noncompliance, whether due to fraud or error. We believe that the evidence we obtained is sufficient and appropriate to provide a reasonable basis for our opinion. We are required to be independent and to meet our ethical responsibilities in accordance with relevant ethical requirements relating to the engagement. Our examination does not provide a legal determination on the Agency’s compliance with specified requirements. In our opinion, the Agency complied, in all material respects, with the aforementioned requirements during the period from October 1, 2023 to September 30, 2024. This report is intended solely for the information and use of the Florida Auditor General, the Honorable Mayor, Members of the City Commission, the City Manager, and applicable management, and is not intended to be and should not be used by anyone other than these specified parties. Miami, Florida June 26, 2025 82 Independent Accountant’s Report on Compliance with Section 218.415, Florida Statutes Honorable Mayor and Members of the City Commission City of Miami Beach, Florida We have examined the Miami Beach Redevelopment Agency (the Agency), a component unit of the City of Miami Beach, Florida’s (the City), compliance with Section 218.415, Florida Statutes, and Local Government Investment Policies during the period from October 1, 2023 to September 30, 2024. Management of the Agency is responsible for the Agency’s compliance with the specified requirements. Our responsibility is to express an opinion on the Agency’s compliance with the specified requirements based on our examination. Our examination was conducted in accordance with attestation standards established by the AICPA. Those standards require that we plan and perform the examination to obtain reasonable assurance about whether the Agency complied, in all material respects, with the specified requirements referenced above. An examination involves performing procedures to obtain evidence about whether the Agency complied with the specified requirements. The nature, timing, and extent of the procedures selected depend on our judgment, including an assessment of the risks of material noncompliance, whether due to fraud or error. We believe that the evidence we obtained is sufficient and appropriate to provide a reasonable basis for our opinion. We are required to be independent and to meet our ethical responsibilities in accordance with relevant ethical requirements relating to the engagement. Our examination does not provide a legal determination on the Agency’s compliance with specified requirements. In our opinion, the Agency complied, in all material respects, with the aforementioned requirements during the period from October 1, 2023 to September 30, 2024. This report is intended solely for the information and use of the Florida Auditor General, the Honorable Mayor, Members of the City Commission, the City Manager, and applicable management, and is not intended to be and should not be used by anyone other than these specified parties. Miami, Florida June 26, 2025 83 City of Miami Beach, Florida Management Letter and Independent Accountant’s Report in Accordance With Chapter 10.550, Rules of the Auditor General of the State of Florida Year Ended September 30, 2024 84 Contents Management letter in accordance with the Rules of the Auditor General of the State of Florida 84-90 85 THE POWER OF BEING UNDERSTOOD ASSURANCE I TAX I CONSULTING RSM US LLP is the U.S. member firm of RSM International, a global network of independent assurance, tax, and consulting firms. Visit rsmus.com/aboutus for more information regarding RSM US LLP and RSM International. ■- RSI\A RSMUSLLP I Management Letter in Accordance With the Rules of the Auditor General of the State of Florida Honorable Mayor and Members of the City Commissioners City of Miami Beach, Florida Report on the Financial Statements We have audited the financial statements of the governmental activities, the business-type activities, the aggregate discretely presented component units, each major fund, and the aggregate remaining fund information of the City of Miami Beach, Florida (the City) as of and for the fiscal year ended September 30, 2024, and have issued our report thereon dated June 23, 2025. Our report includes a reference to other auditors who audited the funds listed below. This report does not include the findings and recommendations of the other auditors’ that are reported on separately by those auditors. Auditor’s Responsibility We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements of Federal Awards (Uniform Guidance) and Chapter 10.550, Rules of the Auditor General. We did not audit the financial statements of the City of Miami Beach Florida Employees’ Retirement Plan, the City of Miami Beach Pension Fund for Firefighters and Police Officers, City of Miami Beach Policemen’s Relief and Pension Fund and the City of Miami Beach Firefighters’ Relief and Pension Fund which collectively represent 79% of total assets/deferred outflows, 84% of total net position/fund balance and 63% of total revenues/additions of the aggregate remaining fund information opinion unit. Those financial statements were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for the City of Miami Beach Florida Employees’ Retirement Plan, the City of Miami Beach Pension Fund for Firefighters and Police Officers, City of Miami Beach Policemen’s Relief and Pension Fund and the City of Miami Beach Firefighters’ Relief and Pension Fund, is based solely on the reports of the other auditors. Other Reporting Requirements We have issued our Independent Auditor’s Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards; Independent Auditor’s Report on Compliance for Each Major Federal Program and State Project and Report on Internal Control Over Compliance, Schedule of Findings and Questioned Costs; and Independent Accountant’s Reports on an examination conducted in accordance With AICPA Professional Standards, AT-C Section 315, regarding compliance requirements in accordance with Chapter 10.550, Rules of the Auditor General. Disclosures in those reports and schedule, which are dated June 23, 2025, should be considered in conjunction with this management letter. 86 Prior Audit Findings Section 10.554(1)(i)1., Rules of the Auditor General, requires that we determine whether or not corrective actions have been taken to address findings and recommendations made in the preceding financial audit report. Please see Appendix A for current year status. Official Title and Legal Authority Section 10.554(1)(i)4., Rules of the Auditor General, requires that the name or official title and legal authority for the primary government and each component unit of the reporting entity be disclosed in this management letter, unless disclosed in the notes to the financial statements. The legal authority is disclosed in Note 1 to the City’s financial statements. Financial Condition and Management Sections 10.554(1)(i)5.a, and 10.556(7), Rules of the Auditor General, requires us to apply appropriate procedures and communicate the results of our determination as to whether or not the City has met one or more of the conditions described in Section 218.503(1), Florida Statutes, and identification of the specific condition(s) met. In connection with our audit, we determined that the City did not meet any of the conditions described in Section 218.503(1), Florida Statutes. Pursuant to Sections 10.554(1)(i)5.b. and 10.556(8), Rules of the Auditor General, we applied financial condition assessment procedures. It is management’s responsibility to monitor the City’s financial condition, and our financial condition assessment was based in part on representations made by management and the review of financial information provided by same. Section 10.554(1)(i)2., Rules of the Auditor General, requires that we communicate any recommendations to improve financial management. There were no recommendations to improve financial management. Section 10.554(1)(i)6., Rules of the Auditor General, requires that we communicate a statement as to whether or not a property assessed clean energy (PACE) program that finances qualifying improvements authorized pursuant to Section 163.081 or Section 163.082, Florida Statutes, operated within the county, municipality, or dependent special district geographical boundaries during the fiscal year under audit. In connection with our audit, we determined that the City does not operate a PACE program. Special District Component Units Section 10.554(1)(i)5.c., Rules of the Auditor General, requires, if appropriate, that we communicate the failure of a special district that is a component unit of a county, municipality, or special district, to provide the financial information necessary for proper reporting of the component unit within the audited financial statements of the county, municipality, or special district in accordance with Section 218.39(3)(b), Florida Statutes. In connection with our audit, we did not note any special district component units that failed to provide the necessary information for proper reporting in accordance with Section 218.39(3)(b), Florida Statutes. As required by Section 218.39(3)(c), Florida Statutes, and Section 10.554(1)(i)7, Rules of the Auditor General, the following specific information for each dependent special district was provided to us by management of the City: a. The total number of district employees compensated in the last pay period of the district’s fiscal year being reported (see information required in Section 218.32 (1)(e)2. a., Florida Statutes). • Miami Beach Redevelopment Agency 35 • North Beach Community Redevelopment Agency 0 • Normandy Shores Local Government Neighborhood 0 Improvement District • Miami Beach Visitor and Convention Authority 4 • Miami Beach Health Facilities Authority 0 87 b. The total number of independent contractors to whom nonemployee compensation was paid in the last month of the district’s fiscal year being reported (see information required in Section 218.32 (1)(e)2.b., Florida Statutes). • Miami Beach Redevelopment Agency 30 • North Beach Community Redevelopment Agency 0 • Normandy Shores Local Government Neighborhood 2 Improvement District • Miami Beach Visitor and Convention Authority 0 • Miami Beach Health Facilities Authority 0 c. All compensation earned by or awarded to employees, whether paid or accrued, regardless of contingency (see information required in Section 218.32 (1)(e)2. c., Florida Statutes). • Miami Beach Redevelopment Agency $ 2,186,406 • North Beach Community Redevelopment Agency $ 0 • Normandy Shores Local Government Neighborhood $ 0 Improvement District • Miami Beach Visitor and Convention Authority $ 518,115 • Miami Beach Health Facilities Authority $ 0 d. All compensation earned by or awarded to nonemployee independent contractors, whether paid or accrued, regardless of contingency (see information required in Section 218.32 (1)(e)2. d., Florida Statutes). • Miami Beach Redevelopment Agency $ 2,932,795 • North Beach Community Redevelopment Agency $ 0 • Normandy Shores Local Government Neighborhood $ 33,088 Improvement District • Miami Beach Visitor and Convention Authority $ 0 • Miami Beach Health Facilities Authority $ 0 e. Each construction project with a total cost of at least $65,000 approved by the district that is scheduled to begin on or after October 1 of the fiscal year being reported, together with the total expenditures for such project (see information required in Section 218.32 (1)(e)2.e., Florida Statutes). There were none except for the following projects for the Miami Beach Redevelopment Agency: 1. City Center Commercial District $ 10,176,048 2. Convention Center Special Event Tent Enhancement $ 7,958,034 3. Lincoln Rd Lenox-Collins w/sidewalk $ 7,168,175 4. Convention Center – Carl Fisher $ 4,254,292 5. Collins Park Ancillary Improvements $ 3,642,898 6. Convention Center Lincoln Rd. Connector $ 1,752,688 7. Seawall-Botanical Garden $ 766,481 8. Collins Canal Enhancement Project $ 418,645 9. Garage Security Camera System $ 233,822 10. Convention Center Renovation Punch List Items $ 194 080 11. Miami City Ballet Window $ 126,799 12. 17th Street North Improvement $ 60,866 88 f. A budget variance report based on the budget adopted under Section 189.016(4), Florida Statutes, before the beginning of the fiscal year being reported if the district amends a final adopted, as follows: • Miami Beach Redevelopment Agency Refer to the RSI in the City’s 2024 Annual Comprehensive Financial Report. • North Beach Community Redevelopment Agency Refer to the RSI in the City’s 2024 Annual Comprehensive Financial Report. • Miami Beach Visitor and Convention Authority Refer to the RSI in the Miami Beach Visitor and Convention Authority September 30, 2024, financial statements. • Miami Beach Health Facilities Authority A budget was not prepared. This information presented above has not been subjected to the auditing procedures applied in the audit of the basic financial statements of the City, and accordingly, we do not express an opinion on or provide any assurance on it. Additional Matters Section 10.554(1)(i)3., Rules of the Auditor General, requires us to communicate noncompliance with provisions of contracts or grant agreements, or abuse, that have occurred, or are likely to have occurred, that have an effect on the financial statements that is less than material but which warrants the attention of those charged with governance. In connection with our audit, we did not have any such findings. Purpose of This Letter Our management letter is intended solely for the information and use of the Legislative Auditing Committee, members of the Florida Senate and the Florida House of Representatives, the Florida Auditor General, Federal and other granting agencies, the Honorable Mayor and City Commissioners, and applicable management, and is not intended to be and should not be used by anyone other than these specified parties. Miami, Florida June 23, 2025 89 90 Appendix A Finding No. Finding Title Current Year Status ML 2023-001 Cutoff Corrected ML 2023-002 Construction in process (CIP) project closeout process Corrected Lack of control Community Development Block Grant ML 2023-003 (reporting) Corrected Miami Beach Redevelopment Agency (RDA) Report for the fiscal year ended September 30, 2024 OTHER RDA REPORTS UNAUDITED LOCAL GOVERNMENT REPORTING SECTION 163.371, FLORIDA STATUTES A. Projects and expenditures B. Property values (Form DR-420 TIF) C. Affordable housing D. Achievements and goals Redevelopment Agency - City Center/Historic Convention Village Summary of Accrual Basis Transactions by Project Fiscal Years 1994 - 9/30/2024 Prior Reporting Period Ended Total Period September 30, 2024 Rev/Expenses REVENUES Tax increment - County $ 408,025,951 $ 24,346,511 $ 432,372,462 Tax increment - City 428,994,482 31,026,462 460,020,944 Tax increment (Interest) - County 19,057 -19,057 Tax increment - Children's Trust 19,946,552 -19,946,552 Local Grants CARES ACT Covid19 30,492,077 -30,492,077 Bond proceeds 108,779,453 -108,779,453 Bond proceeds - Series 2015 322,095,000 -322,095,000 Bond premium - Series 2015 29,558,832 -29,558,832 Rental income 718,713 569,506 1,288,219 Anchor Garage receipts 67,523,821 2,981,008 70,504,829 Anchor Garage deposit card receipts 30,788 -30,788 Anchor Shops rental income 16,645,189 1,195,797 17,840,986 Anchor Shops rental deposits 193,044 -193,044 Pennsylvania Garage receipts 10,429,367 888,056 11,317,423 Pennsylvania Garage deposit card receipts 240 -240 Pennsylvania Shops rental income 980,488 -980,488 Pennsylvania Shops rental deposits 1,896,327 -1,896,327 G12 Garage receipts 4,492,458 1,393,212 5,885,670 Legal settlement 100,000 -100,000 Loews Facility Use/Usage Fee 145,462 -145,462 Loews Ground Lease Receipts 8,240,984 -8,240,984 Loews Hotel - exercise option 27,498,975 -27,498,975 RDP Royal Palm Ground Lease Receipts 470,222 -470,222 RDP Royal Palm - Sale of Land 12,562,278 -12,562,278 New World Symphony Contribution 250,000 -250,000 Interest income/Unrealized Gain/Loss Invest 41,180,953 7,706,407 48,887,360 Resort tax contributions 55,977,581 -55,977,581 Cost of Issuance Proceeds-Series 2005 37,246,218 -37,246,218 SBITA Proceeds G96 -8,362 8,362 Bid deposits - hotels 375,000 -375,000 Bid deposits - cinema 100,000 -100,000 Loan from City 3,000,000 -3,000,000 Line of credit from City 19,190,000 -19,190,000 Cultural Campus 1,975,762 -1,975,762 Transfers In 255,229,214 21,207,578 276,436,792 St. Moritz Hotel - refund/reimbursement 925,450 -925,450 Reimbursements (GMCVB/RE taxes/Grants) 3,864,530 -3,864,530 St. sales tax (receipt - income for pmt. to St) 2,371,561 -2,371,561 Miami City Ballet-Capital 134,405 -134,405 Miami City Ballet Lease/Maint 264,042 -264,042 Anchor Garage insurance reimbursement 26,170 -26,170 2015 RDA Bond CC Project-Insurance Recoveries/Replace --- Real Estate taxes refund 299,056 -299,056 Refund Due to/From 1,128,005 -1,128,005 Refund - Loews - Water/Sewer Impact Fees 348,319 -348,319 Refund - Police Salaries and Wages 844,503 -844,503 Suspense Account --- Miscellaneous/Prior Year Refunds & Voids 1,779,119 1,898 1,781,017 TOTAL REVENUES 1,926,349,648 91,324,797 2,017,674,445 EXPENDITURES Total Period Ended Total Projects Rev/Expenses September 30, 2024 Rev/Expenses African-American Hotel Appraisal fees (4,200) -(4,200) Bid refund (50,000) -(50,000) Board up (50,995) -(50,995) Construction (soil remediation/tank) (9,800) -(9,800) Delivery (503) -(503) Electric service (422) -(422) Environmental clean up (161,613) -(161,613) Equipment rental (14,815) -(14,815) Fire alarm service (13,870) -(13,870) Hotel negotiation consultant (126,131) -(126,131) Land acquisition (10,592,060) -(10,592,060) Legal fees/costs (667,871) -(667,871) Lot clearing (16,924) -(16,924) Maintenance (48,173) -(48,173) Miscellaneous (309,495) -(309,495) Owner's representative fees & expenses (293,757) -(293,757) Postage, printing & mailing (4,153) -(4,153) Professional services (144,049) -(144,049) 91 Redevelopment Agency - City Center/Historic Convention Village Summary of Accrual Basis Transactions by Project Fiscal Years 1994 - 9/30/2024 Public notice/advertisement (13,951) -(13,951) Refund of deposits (175,000) -(175,000) Reimbursements (15,799) -(15,799) Relocation (32,400) -(32,400) Security guard service (170,015) -(170,015) Title insurance (25,271) -(25,271) Travel & related expenses (2,159) -(2,159) Water/Sewer (impact fees) (25,240) -(25,240) Total African-American Hotel (12,968,666) -(12,968,666) Convention Hotel Administrative fees (5,436) -(5,436) Appraisal fees (67,150) -(67,150) Bid refund (100,000) -(100,000) Bond costs (173,998) -(173,998) Building permit fees (172,451) -(172,451) Construction (33,265,118) -(33,265,118) (1,778) -(1,778) Demolition (47,361) -(47,361) Environmental clean up (19,556) -(19,556) Equipment rental (24,389) -(24,389) Fire alarm service (600) -(600) Hotel selection/study (263,357) -(263,357) Hotel negotiation consultant (723,112) -(723,112) Land acquisition (20,673,575) -(20,673,575) Legal fees/costs (1,026,811) -(1,026,811) Lot clearing (12,407) -(12,407) Maintenance (695) -(695) Miscellaneous (28,063) -(28,063) Owner's representative fee & expenses (1,218,615) -(1,218,615) Postage, printing & mailing (15,977) -(15,977) Professional services (275,568) -(275,568) Public notice/advertisement (5,996) -(5,996) Reimburse closing costs to C.M.B. (3,000,000) -(3,000,000) Reimbursements (27,902) -(27,902) Security guard service (26,563) -(26,563) Temporary staffing (3,000) -(3,000) Training, conferences & meetings (1,750) -(1,750) Travel & related expenses (25,800) -(25,800) Water/sewer service (308,979) -(308,979) Total Convention Hotel (61,516,007) -(61,516,007) Total Period Ended Total Rev/Expenses September 30, 2024 Rev/Expenses Hotel Garage - Construction Administrative fees (26,248) -(26,248) Appraisal fees (24,913) -(24,913) Board up (9,763) -(9,763) Bond costs (37,442) -(37,442) Building permit fees (818) -(818) Construction draw (13,773,347) -(13,773,347) Delivery (230) -(230) Demolition (155,834) -(155,834) Electric service (1,554) -(1,554) Equipment rental (360) -(360) Environmental (30,824) -(30,824) Land acquisition (3,312,947) -(3,312,947) Legal fees/costs (239,024) -(239,024) Maintenance (832) -(832) Miscellaneous (36,680) -(36,680) Owner's representative fee & expenses (311,094) -(311,094) Printing (6,915) -(6,915) Professional services (80,094) -(80,094) Public notice/advertisement (6,525) -(6,525) Reimbursement (10,759) -(10,759) Relocation (99,384) -(99,384) Security guard service (81,247) -(81,247) Water/sewer service (1,142) -(1,142) Total Hotel Garage (18,247,976) -(18,247,976) 92 Redevelopment Agency - City Center/Historic Convention Village Summary of Accrual Basis Transactions by Project Fiscal Years 1994 - 9/30/2024 Movie Theater Project Appraisal fees (4,500) -(4,500) Bid refund (80,000) -(80,000) Delivery (476) -(476) Equipment rental (4,032) -(4,032) Legal fees (57,299) -(57,299) Miscellaneous (2,913) -(2,913) Professional services (14,380) -(14,380) Refund of deposit (10,000) -(10,000) Traffic parking study (8,600) -(8,600) Total South Beach Cinema (182,200) -(182,200) Lincoln Road Appraisal fees (5,000) -(5,000) Delivery (8) -(8) Equipment rental (11,900) -(11,900) Legal fees (10,827) -(10,827) Lot clearing (5,440) -(5,440) Lighting (60,805) -(60,805) Maintenance (195,588) -(195,588) Miscellaneous (582) -(582) Postage, printing & mailing (810) -(810) Professional services (99,553) -(99,553) Reimbursements (23,581) -(23,581) Revitalization (960,522) -(960,522) Repayment of Loan (21,776,959) -(21,776,959) Temporary staffing (66,158) -(66,158) Training, conferences & meetings (1,518) -(1,518) Travel & related expenses (771) -(771) Total Lincoln Road (23,220,022) -(23,220,022) Total Period Ended Total Rev/Expenses September 30, 2024 Rev/Expenses Beachwalk Environmental (5,400) -(5,400) Miscellaneous (212,613) -(212,613) Professional services (5,015,698) -(5,015,698) Total Beachwalk (5,233,711) -(5,233,711) Convention Center Convention Center Hotel (596,772) -(596,772) Convention Center Improvement (286,608,728) (357,096) (286,965,824) Total Convention Center (287,205,500) (357,096) (287,562,596) Collins Park Cultural Center Appraisal fees (24,605) -(24,605) Environmental (137,515) -(137,515) Land acquisition (6,661,982) -(6,661,982) Construction (7,814,087) -(7,814,087) Legal fees (768,507) -(768,507) Miscellaneous (156,498) -(156,498) Professional services (1,242,704) -(1,242,704) Streetscape (401,312) -(401,312) Utilities (110,168) -(110,168) Children's Feature (7,200) -(7,200) Total Cultural Campus (17,324,578) -(17,324,578) Total Period Ended Total Rev/Expenses September 30, 2024 Rev/Expenses Other Projects Bus Prop. Ctr. (159) -(159) Chamber of Commerce Relocation Study (2,000) -(2,000) Colony Theater-Stage Lighting-Coils Repl (6,618,783) -(6,618,783) Construction of Library (14,586) -(14,586) East/West Corridor (88) -(88) Electrowave (3,161) -(3,161) Garden Center (52,647) (52,647) Guidelines (12,450) -(12,450) Old City Hall (499) -(499) 17th Street Surface Lot (288,274) (288,274) 10A Surface Lot-Lennox (382,854) -(382,854) Streetscapes (324,849) -(324,849) 6th Street Streetscape (577) -(577) Botanical Gardens (1,205,262) -(1,205,262) Transportation Mobility Study (32,225) -(32,225) 93 Redevelopment Agency - City Center/Historic Convention Village Summary of Accrual Basis Transactions by Project Fiscal Years 1994 - 9/30/2024 Convention Center Streetscape (12,495,575) -(12,495,575) New World Symphony (21,591,976) -(21,591,976) New World Symphony-Lincoln Park (14,440,890) -(14,440,890) Washington Avenue Streetscape (3,198,183) -(3,198,183) Rotunda/ Collins Park 9/30/2014 (735,652) -(735,652) R.O.W. Improvements (2,356,207) -(2,356,207) Flamingo (16 St. Corridor) (4,721) -(4,721) Flamingo Neigh.South - Bid A (10,186) -(10,186) Flamingo Neigh. Lummus - Bid B (456,047) -(456,047) Flamingo Bid C (13,877) -(13,877) Beachfront Restrooms (431,147) -(431,147) Water & Wastewater Pump Station (1,228,541) -(1,228,541) Miami City Ballet & HVAC (5,859,594) -(5,859,594) Wayfinding Project (348,123) -(348,123) West Ave/Bay Road Neigh. Improve. (750,000) -(750,000) Multi-Purpose Building Adj. City Hall (14,762,648) -(14,762,648) Bass Museum (17,752,042) -(17,752,042) Bass Museum Hydraulic (2,750) -(2,750) Bass Museum HVAC Improv./Heat Pump (168,895) -(168,895) Bass Museum Exterior Lighting (41,658) -(41,658) Bass Museum Heat Pump Replacement (49,816) -(49,816) Bass Museum Wheater Seal (100,078) -(100,078) Bass Museum Hydraulic (42,013) -(42,013) BASS MUSEUM GENERATOR (101,386) -(101,386) BASS MUSEUM ELECTRICAL BREAK (1,223) -(1,223) Bass Museum Fire Pump Replacement (52,151) -(52,151) Emergency Light Replacement (2,854) -(2,854) Botanical Garden Window (41,840) -(41,840) The Barclay, the Allen (34,441) -(34,441) London House (14,154,643) -(14,154,643) Carl Fisher Renewal and Replacement (189,540) -(189,540) Alleyway Restoration Program (221,632) -(221,632) Lincoln Road Between Lennox and Alton (6,173,406) -(6,173,406) City Center Neighborhood Improvement (1,439,236) -(1,439,236) Lincoln Road Between Collins/Washington (1,482,197) -(1,482,197) Lincoln Road Fountain (4,484) -(4,484) Lincoln Road Mall Accent Light (90,446) -(90,446) Lincoln Road Washington (5,115,936) (907,212) (6,023,148) Lincoln Road Washington (30,611) (82,614) (113,225) Lincoln Road Stone Restoration (1,366,948) (153,311) (1,520,259) Convention Center - Lincoln Road Connection (1,291,097) (274,984) (1,566,081) 17th Street North Imprv Penn A (12,593) -(12,593) Aluminum Street Lighting Pole (163,173) -(163,173) Lincoln Road Landscaping (72,167) -(72,167) Reserve Euclid Avenue Improvement (485,584) -(485,584) Lincoln Road Uplighting (7,820) -(7,820) Miami City Ballet Ext (10,568) -(10,568) Miami City Ballet Transfers (363,244) (363,244) Miami City Ballet Windows (118,716) (8,881) (127,597) Lincoln Road Master Plan (500,000) -(500,000) 1100 Lincoln Road Updates (133,000) -(133,000) Little Stage Complex (325,593) -(325,593) Preferred Parking Surface Lot (526,649) -(526,649) Tree Wells Pilot Project (409,571) -(409,571) Washington Ave. Bridge Restoration Loan (700,000) -(700,000) Collins Canal Enhancement Project (1,735,807) (136,507) (1,872,314) Collins Park Parking Garage-and Land (29,887,903) (25,000) (29,912,903) Collins Park Ancillary Improvement (3,607,109) (143,831) (3,750,940) CCHV Neighborhood Improvements (11,672,435) -(11,672,435) 21st Street Recreational Center Repairs (14,901) -(14,901) Animal Waste Dispensers & Receptacles (25,000) -(25,000) Trash Receptacles (24,860) -(24,860) Pedestrian Countdown Signals (54,868) -(54,868) Maze Project - 21st Street & Collins (135,000) -(135,000) Directory Signs in City Center ROW (190,277) -(190,277) Beach Shower Replacement & Renovation (6,355) -(6,355) 24" PVC Sanitary Sewer Improvements (315,016) -(315,016) Bicycle Parking Phase 2 (8,620) -(8,620) Bicycle Parking Project (32,923) -(32,923) Total Other Projects (189,112,856) (1,732,340) (190,845,196) Total Projects (615,011,516) (2,089,436) (617,100,952) Total Period Ended Total Rev/Expenses September 30, 2024 Rev/Expenses Administration Administrative fees (225) -(225) Anchor Shops Leasing (134,878) -(134,878) Appraisal fees (7,000) -(7,000) 94 Redevelopment Agency - City Center/Historic Convention Village Summary of Accrual Basis Transactions by Project Fiscal Years 1994 - 9/30/2024 Bond costs/Bond Trustee. Fees (2,200,650) -(2,200,650) Delivery (1,400) -(1,400) Dues & subscriptions (10,830) -(10,830) Facility Usage - Loews Hotel (117,377) -(117,377) Management fees (2,836,300) -(2,836,300) Interlocal Agreement/City Center Operation (89,457,070) (7,719,269) (97,176,339) Miscellaneous (83,225) -(83,225) Office supplies (45,009) -(45,009) Postage, printing & mailing (59,881) -(59,881) Professional services (1,166,950) 25,000 (1,141,950) Parks Maintenance by Parks Department (3,214,078) (424,158) (3,638,236) Public notice/advertisement (2,496) -(2,496) Reimbursements (62,184) -(62,184) Sales tax (180,222) -(180,222) Settlement Costs (457,500) -(457,500) Legal Fees (Ongoing Litigation) (334,629) -(334,629) Temporary staffing (14,197) -(14,197) Training, conferences & meetings (19,294) -(19,294) Travel & related expenses (1,769) -(1,769) Resort Tax Accrual --- Accrued interest on investments (479,466) -(479,466) Total Administration (100,886,630) (8,118,427) (109,005,057) New World Symphony Grant In Aid (15,000,000) -(15,000,000) Capital projects Maintenance (12,434,581) -(12,434,581) City Center Greenspace Management (8,557,777) (734,149) (9,291,926) South Beach Area- Property Management (23,014,095) (2,206,067) (25,220,162) RDA City Center Code Compliance (1,577,801) (132,821) (1,710,622) RDA City Center Sanitation (37,367,726) (4,734,500) (42,102,226) RDA Center Center - Misc. Employee Fringe Benefits (2,675) -(2,675) Cost of Issuance Series 2005 A&B (37,219,044) -(37,219,044) Transfers out - Debt Service (100,757,221) (4,000,000) (104,757,221) Debt Service/Loan Repayment (364,585,014) (20,911,578) (385,496,592) Debt Service/Escrow payment (Series 1998A, 2005A and 2005B) (50,954,074) -(50,954,074) Cost of Issuance Series 2015 A&B (4,688,286) -(4,688,286) Anchor Garage Operations (57,594,374) (3,515,867) (61,110,241) Anchor Shops Operation (6,812,258) (499,644) (7,311,902) Pennsylvania Ave- Garage Operations (12,274,619) (1,213,356) (13,487,975) Pennsylvania shops operations (4,439,199) (297,891) (4,737,090) Collins Park Garage (3,012,540) (1,449,419) (4,461,959) Community Policing-CCHCV (74,436,002) (4,927,525) (79,363,527) Transfer Out - Debt Service (151,836,993) (20,911,578) (172,748,571) Transfers Out (16,153,697) (16,153,697) TOTAL EXPENDITURES (1,698,616,122) (75,742,258) (1,774,358,380) ENDING BALANCE $ 227,733,526 $ 15,582,539 $ 243,316,065 95 Reset Form Print Form DR-420TIF R. 6/10 Rule 12D-16.002 TAX INCREMENT ADJUSTMENT WORKSHEET Florida Administrative Code Effective 11/12 Year : County : Principal Authority : Taxing Authority : Community Redevelopment Area : Base Year : SECTION I : COMPLETED BY PROPERTY APPRAISER 1. Current year taxable value in the tax increment area (1)$ 2. (2)$Base year taxable value in the tax increment area 3. (3)$Current year tax increment value (Line 1 minus Line 2) 4. (4)$Prior year Final taxable value in the tax increment area 5. Prior year tax increment value (Line 4 minus Line 2) $ (5) SIGN HERE Property Appraiser Certification I certify the taxable values above are correct to the best of my knowledge. Signature of Property Appraiser : Date : SECTION II: COMPLETED BY TAXING AUTHORITY Complete EITHER line 6 or line 7 as applicable. Do NOT complete both. 6. If the amount to be paid to the redevelopment trust fund IS BASED on a specific proportion of the tax increment value: 6a. (6a)Enter the proportion on which the payment is based. % 6b. Dedicated increment value (Line 3 multiplied by the percentage on Line 6a) If value is zero or less than zero, then enter zero on Line 6b $ (6b) 6c. Amount of payment to redevelopment trust fund in prior year $ (6c) 7. If the amount to be paid to the redevelopment trust fund IS NOT BASED on a specific proportion of the tax increment value: 7a. Amount of payment to redevelopment trust fund in prior year $ (7a) 7b. Prior year operating millage levy from Form DR-420, Line 10 per $1,000 (7b) 7c. Taxes levied on prior year tax increment value (Line 5 multiplied by Line 7b, divided by 1,000) $ (7c) 7d. Prior year payment as proportion of taxes levied on increment value (Line 7a divided by Line 7c, multiplied by 100) % (7d) 7e. (7e)$Dedicated increment value (Line 3 multiplied by the percentage on Line 7d) If value is zero or less than zero, then enter zero on Line 7e Taxing Authority Certification I certify the calculations, millages and rates are correct to the best of my knowledge. Signature of Chief Administrative Officer : Date : Title : Contact Name and Contact Title : Mailing Address : Physical Address : City, State, Zip : Phone Number : Fax Number : S I G N H E R E 5,600,681,918 5,411,064,672 CITY MANAGER 6,188,026,922 305-673-7510 CITY OF MIAMI BEACH 5,703,636,943 MIAMI BEACH, FL 33139 Electronically Certified by Property Appraiser 30,173,036 0 CITY OF MIAMI BEACH MIAMI BEACH CITY CENTER CRA 0 1700 CONVENTION CENTER DR 5,895,454,651 7/28/2023 3:04 PM TAMEKA OTTO STEWART, BUDGET DIRECTOR Electronically Certified By Taxing Authority MIAMI-DADE 0 0.00 95.00 2023 1992 292,572,271 1700 CONVENTION CENTER DRIVE 6/30/2023 4:32 PM 0.0000 96 Miami Beach Redevelopment Agency Report for the Fiscal Year ended September 30, 2024 Achievements and Goals The 332-acre City Center/Historic Convention Village Redevelopment and Revitalization Area was established in 1993, primarily with the objective to create a funding mechanism to foster the development of a new convention hotel within proximity to the Miami Beach Convention Center, and to connect the City’s many core area civic, business, cultural and entertainment uses, and create a solid foundation for a vibrant urban downtown. Legislative History of the Plan On January 26, 1993, Miami-Dade County (the “County”) adopted Resolution No. R-14- 93, which: (i) found the area, in the City of Miami Beach (the “City”), bounded on the east by the Atlantic Ocean, on the north by 24 Street, on the west by West Avenue, and on the south by 14 Lane (the “City Center Redevelopment Area” or “City Center District”), to be a “blighted area” within the meaning of Part III of Chapter 163, Florida Statutes; and (ii) delegated to the City of Miami Beach, pursuant to Section 163.410 Florida Statutes, certain powers conferred upon the County Commission as the governing body of the County by Part III of Chapter 163 Florida Statutes, regarding the Redevelopment Area, so that the City Commission, either directly or through its duly designated community redevelopment agency, could exercise such powers. On February 3, 1993, the City adopted Resolution No. 93-20709, which established a community redevelopment agency, the Miami Beach Redevelopment Agency (the “Agency” or the “RDA”) and declared the members of the City Commission as the members of the RDA Board. On February 12, 1993, the City adopted Resolution No. 93- 20721, which adopted the Agency’s City Center/Historic Convention Village Redevelopment and Revitalization Area plan (the “Plan”) for the redevelopment and revitalization of the City Center Redevelopment Area. On February 24, 1993, the City enacted Ordinance 93-2836, which created a City Center/Historic Convention Village Redevelopment and Revitalization Trust Fund and established a funding mechanism for implementing the Plan. The County, on March 30, 1993, adopted Resolution No. R-317-93 which, among other things, (i) adopted the Plan, and (ii) approved an Interlocal Cooperation Agreement (the “Interlocal Agreement”), between the County and the City, dated and executed on November 16, 1993, as amended five (5) times by which the County delegated to the City certain redevelopment powers granted by law including, but not limited to, the creation of the City Center Redevelopment Area and implementation of the Plan. 97 Miami Beach Redevelopment Agency Report for the Fiscal Year ended September 30, 2024 Achievements and Goals In 2014, the City and County adopted the Third Amendment to the Interlocal Agreement. The Amendment, among other components, (i) extended the life of the City Center District from FY 2022/23 to March 31, 2044; (ii) allows the Board of County Commissioners the right to appoint a member of the Agency; and (iii) further provided for related payment terms, with the intent that all available excess Trust Fund revenues remaining on deposit in the Trust Fund be used for the prepayment or redemption of debt prior to maturity of tax increment revenue bonds issued by the RDA to support the City’s Convention Center Renovation and Expansion project within the district. Since 2014, pursuant to the Third Amendment to the Interlocal Agreement, the elected Commissioner of County Commission District 5, which includes the City Center District, serves as a voting member of the RDA Board. The addition of the County Commissioner as a voting member of the RDA Board has benefited the City with a strengthened relationship with the County Commissioner. Further, citing the City of Miami Beach as an example, the appointment of a County Commissioner to a Community Redevelopment Agency (“CRA”) governing board has since become the Florida Legislature’s recommended strategy for successful CRA governance. In 2018, pursuant to Resolution No. 2018-30288, the City and County adopted a Fourth Amendment to the Plan, to 1) allow the RDA to reimburse the City $6,914,221 for construction related to the Miami Beach Convention Center renovation and expansion project resulting from the impact of Hurricane Irma; 2) provide additional funding, up to $20 million, for the Lincoln Road project (previously authorized as part of the Third Amendment) for a total project amount of up to $40 million for the Lincoln Road project; 3) distribute to the County and the City, beginning in FY 2018 and continuing until FY 2023, an annual reimbursement based on each entity’s proportionate share of expenditures for administration, community policing, and capital projects maintenance; 4) require that the County and the City set aside $1.5 million of the annual reimbursement for beach renourishment that could be utilized to leverage State or Federal funding for beach re-nourishment projects; and 5) utilize any excess revenues, after the foregoing distributions, for the early prepayment of debt, as originally stipulated in the Third Amendment to the Interlocal Agreement. The Fifth Amendment to the RDA Interlocal Agreement was approved by Miami-Dade County in March 2022, allowing for $29.1 million in excess RDA Trust Fund revenues to be accessed by the City to fund the City’s financial obligation related to the Final Settlement Agreement for the MBCC expansion and renovation project. Additionally, the Fifth Amendment clarified that the County’s portion of the beach renourishment funds ($1.5 million), outlined in the Fourth Amendment, can be used for beach renourishment activities at any beaches in the County. 98 Miami Beach Redevelopment Agency Report for the Fiscal Year ended September 30, 2024 Achievements and Goals In December 2024, the City and Miami Dade County adopted the Sixth Amendment to the Interlocal Agreement. The Sixth Amendment authorized the issuance of bonds, in an aggregate principal amount not to exceed $267 million, maturing in 2044. The issuance of bonds will provide funds for the following: a) refunding a portion of the outstanding Tax Increment Revenue and Refunding Bonds, Series 2015A, and b) costs of issuance and debt service reserves associated with the 2024 bonds. Mission / Purpose of the City Center Redevelopment Plan: • Assure continued economic viability of the City Center Redevelopment Area and the City as a whole, through the implementation of the objectives and projects defined in the City Center Redevelopment Plan and the amendment thereto; • Establish the necessary linkages to tie in the Miami Beach Convention Center, area hotels, cultural amenities, entertainment, residential, and business uses in the district; • Involve community residents in the redevelopment process and to incur minimum relocation and condemnation; • Enhance diversity of form and activity using established planning and design principles; • Create a traffic system to serve local and through traffic needs; and • Recognize the historic structures and designations within the historic districts and facilitate development accordingly. Successful Implementation of City Center Redevelopment Plan Objectives: The City Center Redevelopment District has undergone dynamic changes, which further the goals of the Plan and enhance the economic vitality of the City Center District. Between 1993 and July 2024, the City Center District experienced an increase in property tax values from $292.6 million dollars to $6.7 billion dollars, including more than $800 million in new building permit activity since the inception of the RDA. Initial success includes attracting two convention-quality hotels, wherein the RDA began focusing its efforts on several initiatives aimed at upgrading the District’s infrastructure, streets and parks, alleviating traffic and parking congestion, and encouraging the production and presentation of arts and cultural activities in the District. Since 2003, the RDA, with the consent and collaboration of the County, amended the City Center Plan for the City Center District four (4) times to accomplish these objectives. Representative projects included: • Two convention-quality hotels, both of which are the result of public/private partnerships between the RDA and the private sector: the 800-room Loews Miami Beach Hotel and the 425-room Royal Palm Crowne Plaza Hotel, the latter of which 99 Miami Beach Redevelopment Agency Report for the Fiscal Year ended September 30, 2024 Achievements and Goals was recognized as the first African American-owned convention center hotel in the United States, and both of which included restoration of historic buildings in the City’s National Register Historic District. • The development of an 800-space public parking garage, the Anchor Garage and Retail Shops, to accommodate the parking needs for the Loews Miami Beach Hotel, the Royal Palm Crowne Plaza Hotel, and other service and retail businesses in the District, including the incorporation of the facades of historic buildings in the City’s National Register Historic District. • Renovation and expansion of the Miami Beach Convention Center campus as outlined below: o A Grand Hyatt 800-room voter-approved MBCC Hotel, that will serve as the central anchor of the Miami Beach Convention Center District with early work initiated and with an estimated completion for 2027. o Renovation of 100-year-old Carl Fisher Clubhouse & Annex managed by MBCC management firm OVG360, and Sodexo Live!, as the food and beverage operator – holistically leveraging the ability of the MBCC to market and sale the “Convention Center Campus” that serves residents, businesses, visitors and tourists. o Other important projects include the 650-space mixed-use parking facility built on the surface parking lot on the west side of City Hall, which includes 35,000 square feet of municipal office space; the implementation of major street and infrastructure improvements throughout City Center, valued at more than $26 million; and the acquisition and renovation of three multi- family buildings (Allen House, London House, Barclay) to potentially maintain the stock of affordable housing in the area. • Award-winning Public Beachwalk Expansion project from 21 Street to Lummus Park, comprising an at-grade, landscaped pedestrian walkway and public restroom and shower facility replacement with stainless steel trees and drain interceptors throughout the beach accessways. • Beach Renourishment Project, including funding to rebuild and fortify City public beaches, which serves as a notable public amenity and appeals to international tourists. • Development and implementation of a Cultural Arts Campus Master Plan, within the Collins Park area, east of the Miami Beach Convention Center, including: o construction of a regional Miami Beach Public Library (including demolition of the old library and construction of the new library, partially funded by the RDA); o construction and purchase of the headquarter facility of the Miami City Ballet ($ 5.2 million in acquisition costs funded by the RDA); o the expansion and renovation of the Bass Museum of Art, which provided a 47% increase in programmable space; 100 Miami Beach Redevelopment Agency Report for the Fiscal Year ended September 30, 2024 Achievements and Goals o restoration of Collins Park, including new landscaping, refurbishment of the historic Rotunda building, and extensive streetscape improvements throughout the area; and o funding for development of the Collins Park Parking Garage. • Completion of the acclaimed New World Center Campus, including a state-of-the- art Frank Gehry-designed headquarter performance hall facility for the New World Symphony and School, and publicly funded components that included a $15 million Frank Gehry-designed municipal parking garage and retail space and the 2.5-acre, $21 million mixed-use urban oasis, Soundscape Park. • Community policing initiatives, including enhanced staffing levels and services, enabling the addition of thirteen (13) police officers, three (3) sergeants, two (2) public safety aides, a crime analyst and a part-time lieutenant, providing patrol, crime prevention, and investigation exclusively within the City Center District. • Wayfinding directory signage-including the installation of monument directory signs within District rights of way, to direct residents and visitors to City offices and services. • Miami Beach Botanical Garden renovation, including renovations of the building, greenspace and site improvements, lighting, planting, irrigation, and acoustic improvements. • Collins Canal Enhancement Project, including development of a bicycle path connecting the Venetian Causeway on Biscayne Bay with the Beachwalk on the Atlantic Ocean. • A $20 million overhaul of the Lincoln Road Pedestrian Mall, partially funded by Lincoln Road businesses. Project scope consisted of new lighting, refurbishing pedestrian surfaces, street furnishings, healthy tree fertilization systems, milling and resurfacing pavement surfaces and cross walk enhancements, as well as developing a Lincoln Road Master Plan Study and funding improvements at the Euclid Avenue Plaza on Lincoln Road. • Washington Avenue streetscape work around the City Center District, including sanitation and sewer improvements. • Convention Center / Lincoln Road Streetway Connectors Improvement Project enhancements of the pedestrian experience from the Convention Center Campus to Lincoln Road along Drexel Avenue, Pennsylvania Avenue, and Meridian Avenue. Work consisted of the refurbishing, resurfacing, reconstruction and general improvement of lighting, sidewalks, street furnishings, landscaping, tree fertilization systems, roads, and crosswalks. Improvements along 17 Street, from Pennsylvania Avenue to Washington Avenue, consisted of landscaping, irrigation, pedestrian lighting, and sidewalk replacement. • Funding of capital and operational costs for the Pennsylvania Avenue Parking Garage and retail space, enabling the leasing of the commercial retail space rent- free to a cultural arts nonprofit institution, Moonlighter Makerspace. Following 101 Miami Beach Redevelopment Agency Report for the Fiscal Year ended September 30, 2024 Achievements and Goals completion of buildout of the Learning Center and Fabrication Lab, the nonprofit will provide free STEAM programming and instruction to students at Miami Beach schools and empower workers with shared workshop space for technological innovation. The RDA has several accomplishments in furtherance of achieving the goals of the Redevelopment Plan. During Fiscal Year 2024, the RDA continued to invest resources in the following programs and projects: Convention Center Campus • In 2015, the Miami Beach Convention Center (MBCC) received a $620 million renovation. The transformation included 1.4 million sq. ft., up from 1.2 million before the 2015 renovation; 4 exhibitions halls (491,654 sq. ft); a grand lobby (98,495 sq.ft.); grand ballroom (60,979 sq ft) with 17,950 sq. ft. of pre-function space; 4 junior ballrooms include 19,714 sq. ft. Sunset Vista; 84 meeting rooms; approximately 9 acres of public green space in Collins Canal Park to the north and Pride park to the west; 800 rooftop parking spaces; $7.1 million dollar of curated public art – the largest collection of single curated public art in the United States. Upgrades to the Convention Center, together with its LEED Silver certification, allow the venue to meaningfully compete for high-impact domestic and international meetings, conference, conventions, and exhibitions. The re-imaging of the convention center is augmenting the County’s $26 billion tourism industry, reputation and share of the U.S. meetings industry. • In 2018, Miami Beach voters approved a plan to build a convention center hotel after two previous efforts to get a hotel project approved failed. Voters authorized the lease of City land and the construction of an 800-room hotel that will connect to the Convention Center, which allows Miami Beach to execute a previously negotiated ground lease already approved by the City Commission. The terms of the lease agreement include the hotel developer paying Miami Beach either fixed rent totaling $16.6 million over the first ten (10) years or a percentage of hotel revenue, whichever is greater. Grand Hyatt has committed to the developers to oversee hotel operations. The City estimates collecting $96 million in new taxes from the hotel over thirty (30) years and construction to commence in FY 23. • The Convention Center hotel, located at the corner of 17 Street and Convention Center Drive, will include amenities such as a resort-style pool deck, fitness center, and ballrooms. The completion of the Convention Center District, with a privately financed hotel, will spur economic growth, attract world-class events, strengthen infrastructure with an eye toward resiliency, and improve quality of life by reducing traffic and funding education. • To promote activation and enhance the offerings and amenities at the Miami Beach Convention Center Campus, the City issued an RFP for the food and beverage 102 Miami Beach Redevelopment Agency Report for the Fiscal Year ended September 30, 2024 Achievements and Goals and awarded Sodexo Live for the operations of the historic Carl Fisher Clubhouse with Annex, believed to be the oldest structures in Miami Beach. The introduction and utilization of the two properties will allow greater synergy between the Convention Center, Collins Canal Park, and other nearby public assets such as Pride Park and the Miami Beach Botanical Garden. The activation of the two properties in Collins Canal Park allow event planners/organizers to expand their events outside of the convention center. In addition, agreements with Art Basel Miami Beach, Sodexo Live, OVG360 and the Greater Miami Convention and Visitors Bureau (GMCVB) recognize the importance of conventions and conferences for the achievement of the RDA arts, culture, and economic goals, and serve to promote Miami Beach as a world-class meeting destination. • In FY 2024, the Convention Center hosted approximately 613,543 guests and 98 regional, national, and international events, creating significant economic impact for the City of Miami Beach and the region. Currently, the Convention Center projected hosting 71 events through fiscal year 2025. • In 2024 and 2025, the MBCC earned eight (8) prestigious industry recognitions including: 1. “Reader's Choice Award" (Convention South) 2. "Silver Stella 2024" (Northstar Meetings Group/3rd year in a row) 3. "Hidden Gem of The Year 2024" (Lux Life Magazine) 4. "Centers of Excellence Award" (Exhibitor Magazine) 5. "Distinctive Achievement Award" (Association Conventions & Facilities) 6. "Prime Site Award" (Facilities & Destinations) 7. "Best Convention Center Award" (Skift Meetings) 8. "Best Convention Center Award" (Smart Stars) • The Convention Center also received the Global Biorisk Advisory Council (GBAC) STAR accreditation, LEED Silver Certification, named as a Certified Autism Center (CAC) by IBCCES, ranked #13 on the list of top meeting destinations in North America by CVENT, and made top 25 of Northstar Meetings Group's Convention Cities Index. Collins Park Cultural Arts Campus • The recently completed Collins Park Garage, located at 340 23 Street, spans an entire block of 23 Street, between Park Avenue and the vacated Liberty Avenue. The Collins Park Garage is located immediately adjacent to the Miami City Ballet headquarters, within the Collins Park Cultural Arts Campus, a signature achievement of the RDA. • The City Commission approved a lease agreement of the ground floor of the Collins Park Garage with nonprofit cultural arts partner, Miami New Drama, Inc. 103 Miami Beach Redevelopment Agency Report for the Fiscal Year ended September 30, 2024 Achievements and Goals The Collins Park Cultural Facility will activate the first-floor space with a flexible black box theater, rehearsal space, and a neighborhood restaurant/café. • The City Commission also approved a development agreement and ground lease for the adjacent Collins Park Artist Workforce Housing Project, featuring Miami City Ballet dormitory housing, and is to be the first of its kind in the City of Miami Beach. • Community policing initiatives, including enhanced staffing levels and services allow patrols and specialized services within the City Center District, including the Lincoln Road corridor, Convention Center District and Collins Park neighborhood. These services included crime prevention and investigation. Performance measures focused on average response time to an emergency call (minutes). In FY 2024, the target was to keep the response time under 2 minutes. • Code Compliance services were provided via an enforcement officer detail assigned to the Redevelopment District, which responds to complaints, and proactively patrolling the City Center District, to ensure City Code compliance by businesses, sidewalk cafes, vendors, and other applicable entities. Performance goals included inspecting 1,162 sidewalk cafés in FY 2024. • Parks Landscape Maintenance services were provided to provide beautiful public spaces that improved the quality of life and supported recreational opportunities. • Park Ranger Program offers patrol of park facilities to maintain a safe environment, enforce City Code and ordinances, and serve as ambassadors providing information to residents, tourists and park guests. • Greenspace services include daily landscape maintenance services for the City's rights-of-way (north and south rights-of-way, Lincoln Road Mall, parking lots and facilities, coastal areas) irrigation system services, and pest control. • Sanitation services are provided to enhance the cleanliness of the City Center District via daily litter control and pressure washing services to Lincoln Road, the Beachwalk and Collins Park Cultural Campus. Planning for capital improvements, public programs, and the initiatives to further the goals of the Redevelopment Plan is an annual budgetary process, with adjustments made to priorities as needs change within the Redevelopment Area. The Redevelopment Plan provides public policy regarding long-range development within the City Center District, which is implemented via the City’s five (5) year capital projects plan. Along with the participation of the Miami Dade County, including a Miami Dade County Commissioner serving as a voting member on the RDA, the City and RDA will continue to evaluate and implement a comprehensive approach to projects which address the many needs within the City Center District, including neighborhood enhancements and community programs, park renovations and upgrades, and construction of public facilities. 104 Miami Beach Redevelopment Agency Report for the Fiscal Year ended September 30, 2024 Achievements and Goals Affordable Housing Programs In 2014, the Third Amendment of the Interlocal Agreement, as adopted by RDA Resolution No. 607-2014 and City Commission Resolution No. 2014-28835, provided for bond financing for the renovation and expansion of the Miami Beach Convention Center— a cultural facility and economic driver that was a focal point for original creation of the district in 1993. As a condition precedent to the Third Amendment, the County required that all available excess Trust Fund revenues be used for the prepayment of debt prior to maturity of the tax increment revenue bonds. In addition, the Third Amendment stipulated that the use of TIF revenue for operating expenses may not exceed more than three percent (3%) of the prior fiscal year expenses. The practical effect of limiting growth and requiring that excess revenues be used to satisfy existing debt is that the RDA is precluded from incurring or introducing any additional costs for new programs that did not exist before. The requirement that excess revenues be used to prepay existing bond debt was again restated in the Fourth Amendment to the Interlocal Agreement, as adopted by RDA Resolution No. 628-2017. The Miami Beach City Commission approved the Collins Park Artist Workforce Housing Project, a development agreement and ground lease for the development of an 80-unit mixed-use workforce housing structure within the Redevelopment Area. The ground floor will be activated by the City, with cultural arts programming, and the second floor will provide student housing to support the Miami City Ballet’s dance education program. Funded with nonprofit bonds, without RDA contribution, the development project is located in the Collins Park Cultural Arts Campus, an education and arts district originally created and developed with significant RDA investment. Also, the City is exploring the redevelopment of the Barclay Project Apartments, 1940 Park Avenue, a property acquired using RDA funds and located in the RDA, with the intent to introduce workforce or affordable housing within the RDA. The Housing and Community Services actively operates other housing projects within the RDA, e.g., London House. 105 THIS PAGE INTENTIONALLY LEFT BLANK 305.604.CITY miamibeachfl.govMBTV-660 1670AM APPENDIX C The Bond Resolution [THIS PAGE INTENTIONALLY LEFT BLANK] RESOLUTION NO. 619-2015 A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF NOT MORE THAN $430,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF MIAMI BEACH REDEVELOPMENT AGENCY TAX INCREMENT REVENUE BONDS (CITY CENTER/HISTORIC CONVENTION VILLAGE) THE "SERIES 2015 BONDS"), FOR THE PURPOSE OF REFUNDING THE AGENCY'S OUTSTANDING PRIOR BONDS AND FINANCING CERTAIN PUBLIC IMPROVEMENTS; PROVIDING FOR THE ISSUANCE OF ADDITIONAL BONDS ON A PARITY THEREWITH; PROVIDING FOR THE SECURITY AND PAYMENT OF ALL BONDS ISSUED PURSUANT TO THIS RESOLUTION; PROVIDING CERTAIN DETAILS OF THE SERIES 2015 BONDS; DELEGATING CERTAIN MATTERS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2015 BONDS TO THE EXECUTIVE DIRECTOR OF THE AGENCY, INCLUDING WHETHER TO SECURE A CREDIT FACILITY AND/OR A RESERVE ACCOUNT INSURANCE POLICY, WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN; APPOINTING UNDERWRITERS, PAYING AGENT, REGISTRAR, ESCROW AGENT AND DISCLOSURE DISSEMINATION AGENT; APPROVING THE FORM OF THE PRELIMINARY OFFICIAL STATEMENT FOR THE SERIES 2015 BONDS AND AUTHORIZING EXECUTION OF THE FINAL OFFICIAL STATEMENT FOR THE SERIES 2015 BONDS; AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2015 BONDS AND APPROVING THE FORM AND AUTHORIZING EXECUTION OF THE BOND PURCHASE AGREEMENT FOR THE SERIES 2015 BONDS; APPROVING THE FORMS AND AUTHORIZING EXECUTION OF ESCROW DEPOSIT AGREEMENTS FOR THE OUTSTANDING PRIOR BONDS; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 2015 BONDS AND APPROVING THE FORM AND AUTHORIZING EXECUTION OF A CONTINUING DISCLOSURE AGREEMENT; AUTHORIZING OFFICERS AND EMPLOYEES OF THE AGENCY TO TAKE ALL NECESSARY ACTIONS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2015 BONDS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Miami Beach Redevelopment Agency (the "Agency"), a public body corporate and politic, has been duly created and established to transact business and exercise powers under and pursuant to the Florida Community Redevelopment Act, Chapter 163, Part III, Florida Statutes, as amended (together with other applicable provisions of law, the "Act"), including the issuance of revenue bonds, in order to achieve the purposes of redevelopment as set forth in the Act; and WHEREAS, all the requirements of law have been complied with in the creation of the Agency, the adoption and amendment of a redevelopment plan (the "Redevelopment Plan") under the Act for that portion of the City of Miami Beach described in the Redevelopment Plan and known as the "City Center/Historic Convention Village Redevelopment and Revitalization 003-4430-4561/4/AMERICAS C-1 Area" (the "Redevelopment Area") and the creation and funding of the City Center/Historic Convention Village Redevelopment and Revitalization Trust Fund (the "Trust Fund") in accordance with the Act; and WHEREAS, in connection with the Redevelopment Plan, the Agency has heretofore issued multiple series of bonds, of which the following are currently outstanding: (i) $29,105,000 Miami Beach Redevelopment Agency Tax Increment Revenue Bonds, Taxable Series 1998A City Center/Historic Convention Village), outstanding in the principal amount of $10,000,000 the "Outstanding Series 1998A Bonds"), (ii) $51,440,000 Miami Beach Redevelopment Agency Tax Increment Revenue Refunding Bonds, Taxable Series 2005A (City Center/Historic Convention Village), outstanding in the principal amount of $27,815,000 (the "Outstanding Series 2005A Bonds"), and (iii) $29,930,000 Miami Beach Redevelopment Agency Tax Increment Revenue Refunding Bonds, Series 2005B (City Center/Historic Convention Village), outstanding in the principal amount of$17,175,000 (the "Outstanding Series 2005B Bonds" and, together with the Outstanding Series 1998A Bonds and the Outstanding Series 2005A Bonds, the Outstanding Prior Bonds"), pursuant to Resolution No. 150-94, adopted by the Board of Commissioners of the Agency (the "Commission") on January 5, 1994, as supplemented (the Prior Bond Resolution"); and WHEREAS, the Agency desires to finance certain public improvements in accordance with the Redevelopment Plan, as more particularly described in Exhibit A attached hereto and made a part hereof(collectively, the "Series 2015 Redevelopment Project"); and WHEREAS, pursuant to that certain Third Amendment to Interlocal Agreement dated January 20, 2015, among Miami-Dade County, Florida, the City of Miami Beach, Florida, (the City") and the Agency, entered into in connection with the financing of the Series 2015 Redevelopment Project, it is necessary to refund the Outstanding Prior Bonds; and WHEREAS, in order to refund the Outstanding Prior Bonds and finance the Series 2015 Redevelopment Project, the Agency desires to issue its Tax Increment Revenue Bonds, as more particularly described in this Resolution (the "Series 2015 Bonds"); and WHEREAS, the Agency also desires to set forth the provisions pursuant to which it may issue bonds on a parity with the Series 2015 Bonds and to make provision for the rights and security of the Holders of all bonds issued hereunder; and WHEREAS, the Commission has determined that it is in the best interest of the Agency to delegate,to the Executive Director of the Agency, who shall rely upon the recommendations of the Chief Financial Officer of the City (the "Chief Financial Officer") and RBC Capital Markets, LLC, the Agency's financial advisor (the "Financial Advisor"), the determination of various terms of the Series 2015 Bonds, whether to secure a Credit Facility and/or Reserve Account Insurance Policy (as such terms are hereinafter defined) with respect to the Series 2015 Bonds, the final award of the Series 2015 Bonds, and certain other actions in connection with the issuance of the Series 2015 Bonds and the refunding of the Outstanding Prior Bonds, all as provided and subject to the limitations contained herein; and 2 003-4430-4561/4/AMERICAS C-2 WHEREAS, the Agency has determined that due to the character of the Series 2015 Bonds, current favorable market conditions, the uncertainty inherent in a competitive bidding process and the recommendations of the Financial Advisor, it is in the best interest of the Agency to authorize the negotiated sale of the Series 2015 Bonds; and WHEREAS, in connection with the issuance of the Series 2015 Bonds, the requirements of Ordinance No. 2007-3582, adopted by the Mayor and City Commission of the City on November 21, 2007, including the holding of two public hearings, have been complied with prior to the adoption of this Resolution; NOW, THEREFORE, BE IT DULY RESOLVED BY THE CHAIRPERSON AND MEMBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY: ARTICLE I DEFINITIONS, AUTHORITY AND FINDINGS; RESOLUTION CONSTITUTES A CONTRACT SECTION 101. DEFINITIONS. In addition to the terms defined elsewhere in this Resolution, as used in this Resolution, the following terms shall have the following meanings: Act" shall mean the Florida Community Redevelopment Act, Chapter 163, Part III, Florida Statutes, as amended, and other applicable provisions of law. Agency" shall mean the Miami Beach Redevelopment Agency, a body corporate and politic, created pursuant to the Act. Amortization Requirements" shall mean such moneys required to be deposited in the Bond Redemption Account for the purpose of the mandatory redemption or payment at maturity of any Term Bonds, the specific amounts of such deposits to be determined by the Chairperson in the Chairperson's Certificate with respect to the Series 2015 Bonds and pursuant to any resolution authorizing any other Series of Bonds with respect to such other Series of Bonds. Average Annual Debt Service" shall mean, at any time and with respect to all of the Bonds or any particular Series of Bonds (as appropriate), the sum of the Debt Service Requirements for the then current and every succeeding Fiscal Year divided by the number of such Fiscal Years. Bonds" shall mean the Series 2015 Bonds, authorized to be issued pursuant to this Resolution, together with any additional parity Bonds hereafter issued pursuant to this Resolution. Bondholder", "Holder", "Holder of Bonds" or "Owner" or any similar term, shall mean any person, who shall be the registered owner of any Outstanding Bond or Bonds. Chairperson" shall mean the Chairperson of the Agency or in the absence or disability of the Chairperson, the Vice Chairperson of the Agency or the officers succeeding to their principal functions. 3 003-4430-4561/4/AMERICAS C-3 Chairperson's Certificate" shall mean the Certificate to be executed by the Chairperson on or prior to the date of initial issuance of the Series 2015 Bonds, which Certificate shall provide the details of the Series 2015 Bonds. City" shall mean the City of Miami Beach, Florida. Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder and applicable regulations promulgated under the Internal Revenue Code of 1954, as amended. Commission" shall mean the Board of Commissioners of the Agency, being the Chairperson and members of the Agency. County" shall mean Miami-Dade County, Florida. Credit Facility" shall mean an irrevocable letter of credit, policy of municipal bond insurance, guaranty, purchase agreement, credit agreement or similar facility in which the entity providing such facility irrevocably agrees to provide funds to make payment of the principal of and interest on Bonds. Debt Service Requirement" for any period, as applied to all of the Bonds or all of the Bonds of any Series (as appropriate), shall mean the respective amounts which are needed to provide: a) for paying the interest on all Bonds or all Bonds of such Series (as appropriate) then Outstanding which is payable on each Interest Payment Date in such period, b) for paying the principal of all Serial Bonds or all Serial Bonds of such Series (as appropriate) then Outstanding which is payable upon the maturity of such Serial Bonds in such period, and c) the Amortization Requirements, if any, for all Term Bonds or the Term Bonds of such Series (as appropriate) for such period. If all or a portion of the principal of (including, without limitation, Amortization Requirements) or interest on a Series of Bonds is payable from funds irrevocably set aside or deposited for such purpose, together with projected earnings thereon to the extent such earnings are projected to be from Permitted Investments, such principal or interest shall not be included in determining Debt Service Requirements if such funds and/or Permitted Investments will provide moneys which shall be sufficient to pay when due such principal or interest. 4 003-4430-4561/4/AMERICAS C-4 Defeasance Obligations" shall mean to the extent permitted by law: a) Direct general obligations of, or obligations the timely payment of the principal of and the interest on which is unconditionally guaranteed by, the United States of America; and b) Evidences of indebtedness issued by the Bank for Cooperatives, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation (including participation certificates), Federal Land Banks, Federal Financing Banks, or any other agency or instrumentality of the United States of America created by an act of Congress which is substantially similar to the foregoing in its legal relationship to the United States of America; provided that the obligations of such agency or instrumentality are unconditionally guaranteed by the United States of America or any other agency or instrumentality of the United States of America; and c) Evidences of ownership of proportionate interests in future interest and principal payments on specified obligations described in (a) above held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor on the underlying obligations described in (a) above, and which underlying obligations are not available to satisfy any claim of the custodian or any person claiming through the custodian or to whom the custodian may be obligated; and d) Obligations described in Section 103(a) of the Code which do not permit redemption prior to maturity at the option of the obligor and provision for the payment of the principal of, premium, if any, and interest on which shall have been made by the irrevocable deposit with a bank or trust company acting as a trustee or escrow agent for the holders of such obligations, direct general obligations of the United States of America, the maturing principal of and interest on which, when due and payable, will provide sufficient monies to pay when due the principal of, premium if any, and interest on such obligations, and which direct general obligations of the United States of America are not available to satisfy any other claim, including any claim of the trustee or escrow agent or of any person claiming through the trustee or escrow agent or to whom the trustee or escrow agent may be obligated, including in the event of the insolvency of the trustee or escrow agent or proceedings arising out of such insolvency. Executive Director" shall mean the Executive Director of the Agency. General Counsel" shall mean the General Counsel of the Agency, currently the City Attorney of the City. Fiduciaries" shall mean the Paying Agent and the Registrar appointed and acting under this Resolution. Fiscal Year" shall mean that period commencing on October 1, and continuing to and including the next succeeding September 30, or such other annual period as may be prescribed by law or by the Agency in accordance with law. 5 003-4430-4561/4/AMERICAS C-5 Interest Payment Date" shall mean for each Series of Bonds such dates on which interest on the Bonds is payable on such Bonds that are Outstanding, as set forth in the proceedings of the Agency providing for the issuance of such Series of Bonds. Maximum Annual Debt Service" shall mean, at any time and with respect to all of the Bonds or any particular Series of the Bonds (as appropriate), the greatest Debt Service Requirement in the then current or any succeeding Fiscal Year. Outstanding" when used with reference to the Bonds, shall mean, as of any date of determination, all Bonds theretofore authenticated and delivered except: a) Bonds theretofore cancelled by the Registrar or delivered to the Registrar for cancellation; b) Bonds which are deemed paid and no longer Outstanding as provided herein; c) Bonds in lieu of which other Bonds have been issued pursuant to the provisions hereof relating to Bonds destroyed, stolen or lost, unless evidence satisfactory to the Registrar has been received that any such Bond is held by a bona fide purchaser; and d) For purposes of any consent or other action to be taken hereunder by the Holders of a specified percentage of principal amount of Bonds, Bonds held by or for the account of the Agency. Paying Agent" shall mean any bank or trust company or any successor bank or trust company appointed by the Agency to act as Paying Agent hereunder. Permitted Investments" shall mean and include such obligations as shall be permitted to be legal investments of the Agency by the laws of the State. Pledged Funds" shall mean, collectively, (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 created and established by this Resolution. Redevelopment Area" shall mean 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 described in the Redevelopment Plan, as the geographic boundaries of such area may be changed from time to time as permitted under the Act. Redevelopment Plan" shall mean the redevelopment plan for the Redevelopment Area originally adopted by the Agency by Resolution No. 128-93 adopted on February 12, 1993 and approved by the City by Resolution No. 93-20721 adopted on February 12, 1993 and by the County by Resolution No. 317-93 adopted on March 30, 1993, as the same has been and may be amended from time to time. 6 003-4430-4561/4/AMERICAS C-6 Redevelopment Projects" shall mean the particular community redevelopment projects undertaken by the Agency pursuant to the Redevelopment Plan within the Redevelopment Area in accordance with the Act, including the Series 2015 Redevelopment Project. Registrar" shall mean the officer of the Agency or a bank or trust company appointed by the Agency, located within or without the State of Florida, who or which shall maintain the registration books of the Agency and be responsible for the transfer and exchange of the Bonds. Reserve Account Insurance Policy" shall mean the insurance policy, surety bond or other acceptable evidence of insurance, if any, deposited in the Debt Service Reserve Account in lieu of or in partial substitution for cash or securities on deposit therein. The issuer providing such insurance shall be rated, at the time of deposit in the Debt Service Reserve Account, in one of the two highest rating categories of Fitch Ratings Inc. or any successors thereof, Moody's Investors Service, Inc. or any successors thereof or Standard & Poor's Ratings Services or any successors thereof. Reserve Account Letter of Credit" shall mean the irrevocable, transferable letter of credit, if any, deposited in the Debt Service Reserve Account in lieu of or in partial substitution for cash or securities on deposit therein. The issuer providing such letter of credit shall be rated, at the time of deposit into the Debt Service Reserve Account, in one of the two highest rating categories of Fitch Ratings Inc. or any successors thereof, Moody's Investors Service, Inc. or any successors thereof or Standard & Poor's Ratings Services or any successors thereof Reserve Account Requirement" shall mean the least of (i) Maximum Annual Debt Service on all Bonds Outstanding, (ii) 125% of Average Annual Debt Service on all Bonds Outstanding, or (iii) 10% of the proceeds of the Bonds within the meaning of the Code. Resolution" shall mean this Resolution as the same may from time to time be amended and supplemented in accordance with the terms hereof. Secretary" shall mean the Secretary of the Agency. Serial Bonds" shall mean the Bonds of any Series which shall be stated to mature in annual installments but not including Term Bonds. Series" shall mean all of the Bonds authenticated and delivered on original issuance and pursuant to this Resolution or any supplemental resolution authorizing such Bonds as a separate Series of Bonds, or any Bonds thereafter authenticated and delivered in lieu of or in substitution for such Bonds pursuant to Article II hereof, regardless of variations in maturity, interest rate or other provisions. Series 2015 Bonds" shall mean the Bonds authorized to be issued under Section 201 of this Resolution. Series 2015 Redevelopment Project" shall mean the construction of certain public improvements within the Redevelopment Area being financed with proceeds of the Series 2015 Bonds and more particularly described in Exhibit A hereto. 7 003-4430-4561/4/AMERICAS C-7 State" shall mean the State of Florida. Taxable Bonds" shall mean Bonds the interest on which is not intended at the time of issuance thereof to be excluded from gross income of the holders thereof for federal income tax purposes. Tax-Exempt Bonds" shall mean Bonds the interest on which is excludable from gross income of the holders thereof for federal income tax purposes. Term Bonds" shall mean the Bonds of any Series which shall be stated to mature on one date and for the amortization of which payments are required to be made into the Bond Redemption Account in the Sinking Fund. Trust Fund" shall mean the City Center/Historic Convention Village Redevelopment and Revitalization Trust Fund established by Ordinance No. 93-2836 adopted by the City on February 24, 1993 and by Ordinance No. 93-28 enacted by the County on April 27, 1993 in accordance with the Act. Trust Fund Revenues" shall mean the revenues derived from the Redevelopment Area and received by the Agency for deposit in the Trust Fund pursuant to Section 163.3 87, Florida Statutes, as amended, Ordinance No. 93-2836 adopted by the City on February 24, 1993, as amended from time to time, including Ordinance No. 2014-3901 adopted by the City on November 8, 2014, and Ordinance No. 93-28 enacted by the County on April 27, 1993, as amended from time to time, including Ordinance No. 14-133 enacted by the County on December 16, 2014. Underwriters" shall mean Morgan Stanley & Co. LLC, Wells Fargo Bank, National Association, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Raymond James & Associates, Inc. and Loop Capital Markets LLC. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. Words that appear in this Resolution in lower case form shall have the meanings ascribed to them in the definitions unless the context shall otherwise indicate. The words "Bond", "Owner", "Holder" and "person" shall include the plural as well as the singular number unless the context shall otherwise indicate. SECTION 102. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of the Act. SECTION 103. FINDINGS. The recitals to this Resolution are incorporated herein as findings. In addition, it is hereby ascertained, determined and declared that: a) The Agency is authorized to receive, deposit and apply the Trust Fund Revenues pursuant to the Act. b) It is necessary and desirable to issue the Series 2015 Bonds in order to refund the Outstanding Prior Bonds and finance the Series 2015 Redevelopment Project. 8 003-4430-4561/4/AMERICAS C-8 c) The principal of and interest on the Bonds and all required sinking fund, reserve and other payments shall be payable solely from the Pledged Funds. None of the City, the County, or the State of Florida or any political subdivision thereof or governmental authority or body therein shall ever be required to levy ad valorem taxes to pay the principal of or interest on the Bonds or to make any of the sinking fund, reserve or other payments required by this Resolution or the Bonds, and the Bonds shall not constitute indebtedness of the Agency, the City, the County, the State or any political subdivision thereof within the meaning of any constitutional, statutory or other provision or limitation or a lien upon any property owned by or situated within the corporate territory of the Agency or the City, except as provided herein with respect to the Pledged Funds. SECTION 104. RESOLUTION CONSTITUTES CONTRACT. In consideration of the acceptance of the Bonds authorized to be issued hereunder by those who shall own the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the Agency and such Bondholders, and the covenants and agreements herein set forth to be performed by the Agency shall be for the equal benefit, protection and security of the owners of any and all of such Bonds, all of which shall be of equal rank and without preference, priority, or distinction of any of the Bonds over any other thereof except as expressly provided therein and herein. END OF ARTICLE I] 9 003-4430-4561/4/AMERICAS C-9 ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF BONDS SECTION 201. AUTHORIZATION OF THE SERIES 2015 BONDS. Subject and pursuant to the provisions of this Resolution, one or more Series of Bonds of the Agency to be known as Tax Increment Revenue Bonds, Series City Center/Historic Convention Village) (the "Series 2015 Bonds"), or such other designation as shall be set forth in the Chairperson's Certificate, are hereby authorized to be issued in an aggregate principal amount not to exceed Four Hundred Thirty Million Dollars ($430,000,000), for the purpose of providing funds, together with any other available moneys, to refund the Outstanding Prior Bonds, to finance the Series 2015 Redevelopment Project, to fund the Debt Service Reserve Account and to pay costs of issuance of the Series 2015 Bonds, which Bonds may be issued all at one time or from time to time, and designated as to Series, as shall be determined by the Executive Director, after consultation with the Chief Financial Officer and the Financial Advisor, and set forth in the Chairperson's Certificate. The refunding of the Outstanding Prior Bonds and the financing of the Series 2015 Redevelopment Project and its acquisition is hereby authorized. Subject to the limitations contained herein, the Series 2015 Bonds shall be issued in such aggregate principal amount, shall be dated, shall mature on such dates and in such years, but not later than March 31, 2044, and in such amounts, shall be issued as Tax-Exempt Bonds or Taxable Bonds or a combination thereof, shall be in the form of Serial Bonds or Term Bonds or a combination thereof, shall have such Interest Payment Dates, shall bear interest at such fixed rates not to exceed the maximum rate permitted by law, shall have such Amortization Requirements, if any, and shall be subject to redemption at such times and at such prices, all as shall be determined by the Executive Director, after consultation with the Chief Financial Officer and the Financial Advisor, and set forth in the Chairperson's Certificate. The Commission hereby appoints U.S. Bank National Association as Registrar and Paying Agent for the Series 2015 Bonds. 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 2015 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 2015 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 2015 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 a Credit Facility and/or Reserve Account Insurance Policy shall supplement and be in addition to the provisions of this Resolution. 10 003-4430-4561/4/AMERICAS C-10 The Commission hereby approves the distribution of copies of the Preliminary Official Statement with respect to the Series 2015 Bonds (the "Preliminary Official Statement") in substantially the form presented at this meeting, subject to such changes, modifications, insertions and omissions and such filling-in of blanks therein as may be approved by the Executive Director, after consultation with the Chief Financial Officer and the General Counsel. The Chairperson or his designee, after consultation with the Chief Financial Officer and the General Counsel, is hereby authorized to deem the Preliminary Official Statement "final" for purposes of Securities and Exchange Commission Rule 15c2-12 (the "Rule") and to execute any certificates in connection with such finding. The Chairperson and the Executive Director are hereby authorized to execute the Official Statement with respect to the Series 2015 Bonds (the Official Statement") on behalf of the Agency, in substantially the form of the Preliminary Official Statement presented at this meeting with such changes, modifications, insertions and omissions and such filling-in of blanks therein as shall be necessary to evidence the terms of the Series 2015 Bonds or as may be approved by the Executive Director, with such execution to constitute conclusive evidence of the Agency's approval of the Preliminary Official Statement and the Official Statement. The use of the Preliminary Official Statement and the Official Statement in the marketing and sale of the Series 2015 Bonds is hereby approved. For the reasons stated in the recitals to this Resolution, the negotiated sale of the Series 2015 Bonds to the Underwriters is hereby authorized at a purchase price (not including original issue premium or original issue discount) of not less than 99% of the aggregate principal amount of the Series 2015 Bonds (the "Minimum Purchase Price") and at a true interest cost rate ("TIC") not to exceed 6.50% (the "Maximum TIC"). The Executive Director, after consultation with the Chief Financial Officer and the Financial Advisor, is hereby authorized to award the Series 2015 Bonds to the Underwriters at a purchase price of not less than the Minimum Purchase Price and at a TIC not in excess of the Maximum TIC. The Chairperson is hereby authorized to execute the Bond Purchase Agreement (the Bond Purchase Agreement") for the purchase of the Series 2015 Bonds by the Underwriters, upon compliance by the Underwriters with any and all requirements of Florida Statutes, Section 218.385, in substantially the form presented at this meeting, subject to such changes, modifications, insertions and omissions and such filling-in of blanks therein as may be necessary to evidence the terms of the Series 2015 Bonds or as may be approved by the Executive Director, after consultation with the Chief Financial Officer and the General Counsel. The execution and delivery of the Bond Purchase Agreement by the Chairperson for and on behalf of the Agency shall be conclusive evidence of the Agency's acceptance of the Underwriters proposal to purchase the Series 2015 Bonds and approval of the Bond Purchase Agreement. The Chairperson is hereby authorized to execute and deliver two Escrow Deposit Agreements to provide for the defeasance, payment and, as applicable, redemption of the Outstanding Prior Bonds (collectively, the "Escrow Deposit Agreements"), each with U.S. Bank National Association, which is hereby appointed escrow agent thereunder (the "Escrow Agent"), in substantially the forms presented at this meeting, 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. To the extent provided in the Escrow Deposit Agreements, the purchase of Defeasance Obligations (as defined in the Prior Bond Resolution) from the proceeds of the Series 11 003-4430-4561/4/AMERICAS C-11 2015 Bonds and any other available moneys in order to provide for the defeasance, payment and, as applicable, redemption of the Outstanding Prior Bonds is hereby authorized and approved. The execution and delivery of the Escrow Deposit Agreements by the Chairperson for and on behalf of the Agency shall be conclusive evidence of the Agency's approval of the redemption prior to maturity of any Outstanding Prior Bonds, the Escrow Deposit Agreements and the f n Obligations.of any such De easa ce Ob g ations. In accordance with the provisions of the Prior Bond Resolution, there is created pursuant to each of the Escrow Deposit Agreements a separate Escrow Deposit Trust Fund (as defined in each of the Escrow Deposit Agreements) to be held by the Escrow Agent, for the deposit of proceeds of each such Series of Series 2015 Bonds and any other available moneys to be applied as provided in each of the Escrow Deposit Agreements. For the benefit of the holders and beneficial owners from time to time of the Series 2015 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, 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 "Continuing Disclosure Agreement") with Digital Assurance Certification, L.L.C., which is hereby appointed as disclosure dissemination agent with respect to the Series 2015 Bonds, in substantially the form presented at this meeting, 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 and delivery of the Continuing Disclosure Agreement by the Executive Director for and on behalf of the Agency shall be conclusive evidence of the Agency's approval of the Continuing Disclosure Agreement. Notwithstanding any other provisions of this Resolution, any failure by the Agency or the City to comply with any provisions of the Continuing Disclosure Agreement shall not constitute a default under this Resolution and the remedies therefor shall be solely as provided in the 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 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 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 General Counsel of the Agency or the Agency's disclosure counsel in determining whether a filing should be made. SECTION 202. DESCRIPTION OF BONDS. Unless otherwise specified by the Agency in subsequent proceedings, any Bonds issued pursuant to this Resolution shall be issued in fully registered form and, if the Registrar issues notice of the availability of exchanging registered Bonds for coupon Bonds, in coupon form. If the Registrar receives an opinion of counsel of recognized standing in the field of law relating to municipal bonds to the effect that the issuance of any of the Bonds in coupon form will not adversely affect the exclusion from gross income for 12 003-4430-4561/4/AMERICAS C-12 federal income tax purposes of the interest on any Tax-Exempt Bonds, the Registrar may, at the written direction of the Agency, mail notice to the registered owners of the Bonds of the availability of exchanging registered Bonds for coupon Bonds. Registered Bonds may then be exchanged for an equal aggregate principal amount of coupon Bonds of the same Series and maturity of any authorized denomination and coupon Bonds may be exchanged for an equal aggregate principal amount in the manner provided in this Resolution. Unless otherwise specified by the Agency in subsequent proceedings, the Bonds of a Series shall be dated as set forth in a Chairperson's Certificate as to the Series 2015 Bonds and pursuant to subsequent resolution of the Agency as to the issuance of any other Series of Bonds; shall be payable in any coin or currency of the United States of America that is legal tender at the time of such payment; shall bear interest from their date at a fixed rate not exceeding the legal rate per annum, with interest paid to the registered Holder thereof on each Interest Payment Date by the Paying Agent at the address shown on the registration books of the Agency (held by the Registrar) at the close of business on the 15th day of the calendar month preceding an Interest Payment Date or any other date with respect to any Series of Bonds as may be determined pursuant to subsequent resolution of the Agency (in each case a "Regular Record Date"); shall be in denominations of$5,000 or any integral multiples thereof as to the Series 2015 Bonds and as determined pursuant to subsequent resolution of the Agency relating to the issuance of any other Series of Bonds; and shall mature on such dates, in such years and in such amounts, as set forth in a Chairperson's Certificate as to the Series 2015 Bonds and as provided for pursuant to subsequent resolution of the Agency relating to any other Series of Bonds. Notwithstanding anything in this paragraph to the contrary, any interest not punctually paid on an Interest Payment Date shall forthwith cease to be payable to the registered Holder on the Regular Record Date and may be paid to the registered Holder as of the close of business on a special record date for the payment of such defaulted interest to be fixed by the Paying Agent, notice of which shall be given not less than 10 days prior to such special record date to the registered Holders. The principal of and redemption premium, if any, on the Bonds shall be payable upon presentation and surrender at the designated office of the Paying Agent. Interest on the Bonds shall be paid by check or draft drawn upon the Paying Agent and mailed to the registered owners of the Bonds on each Interest Payment Date; provided, however, that (i) if ownership of Bonds is maintained in a book-entry only system by a securities depository, such payment may be made by automatic funds transfer to the securities depository or its nominee or (ii) if such Bonds are not maintained in a book-entry only system by a securities depository, upon written request of the Holder of$1,000,000 or more in principal amount of Bonds, such payments may be made by wire transfer to the bank and bank account specified in writing by such Holder (such bank being a bank within the continental United States), if such Holder has advanced to the Paying Agent the amount necessary to pay the cost of such wire transfer or authorized the Paying Agent to deduct the cost of such wire transfer from the payment due to such Holder. SECTION 203. REDEMPTION PROVISIONS. The Bonds of each Series, other than the Series 2015 Bonds, may be subject to redemption prior to maturity at such times, at such redemption prices and upon such terms in addition to the terms contained in this Resolution as may be determined pursuant to subsequent resolutions of the Agency, which subsequent resolutions may contain different redemption notice provisions than those contained in this 13 003-4430-4561/4/AMERICAS C-13 Resolution. The redemption provisions for the Series 2015 Bonds shall be established in the manner described in the second paragraph of Section 201 of this Resolution. Notice of redemption for Bonds being redeemed 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 Bonds or portions of the Bonds to be redeemed at their addresses as they appear on the registration books to be maintained in accordance with the provisions hereof. Failure to mail any such notice to a registered owner of a Bond, or any defect therein, shall not affect the validity of the proceedings for redemption of any Bond or portion thereof with respect to which no failure or defect occurred. Such notice shall set forth the date fixed for redemption, the rate of interest borne by each Bond being redeemed, the date of publication, if any, of a notice of redemption, the name and address of the Registrar and Paying Agent, the redemption price to be paid and, if less than all of the Bonds then outstanding shall be called for redemption, the distinctive numbers and letters, including CUSIP numbers, if any, of such Bonds to be redeemed and, in the case of Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. If any Bond is to be redeemed in part only, the notice of redemption which relates to such Bond shall also state that on or after the redemption date, upon surrender of such Bond, a new Bond or Bonds in a principal amount equal to the unredeemed portion of such Bond will be issued. Any notice mailed as provided in this Section shall be conclusively presumed to have been duly given, whether or not the owner of such Bond receives such notice. In the case of an optional redemption of 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 Section. Any such notice of Conditional Redemption shall be captioned "Conditional Notice of Redemption." Any Conditional Redemption may be rescinded at any time prior to the redemption date if the Agency delivers a written direction to the Registrar directing the Registrar to rescind the redemption notice. The Registrar shall give prompt notice of such rescission to the affected Bondholders. Any Bonds subject to Conditional Redemption where redemption has been rescinded shall remain Outstanding, and neither the rescission nor the failure by the Agency to make such moneys available shall constitute a default under this Resolution. Notice having been given in the manner and under the conditions described in this Section, and with respect to a Conditional Redemption, the Conditional Redemption not having been rescinded, the Bonds or portions of Bonds so called for redemption shall, on the redemption date designated in such notice, become and be due and payable at the redemption price provided for redemption for such Bonds or portions of Bonds on such date. On the date so designated for redemption, moneys for payment of the redemption price being held in separate accounts by the Paying Agent in trust for the registered owners of the Bonds or portions thereof to be redeemed, all as provided in this Resolution, interest on the Bonds or portions of Bonds so called for redemption shall cease to accrue, such Bonds and portions of Bonds shall cease to be entitled to any lien, benefit or security under this Resolution and shall be deemed paid hereunder, and the 14 003-4430-4561/4/AMERICAS C-14 registered owners of such Bonds or portions of Bonds shall have no right in respect thereof except to receive payment of the redemption price thereof and to receive Bonds for any unredeemed portions of the Bonds. SECTION 204. EXECUTION OF BONDS. The Bonds shall be executed in the name of the Agency by the Chairperson, and the seal of the Agency or a facsimile thereof shall be affixed thereto or imprinted or reproduced thereon and attested by the Secretary, either manually or with their facsimile signatures. In case any one or more of the officers who shall have signed or sealed any of the Bonds shall cease to be such officer before the Bonds so signed and sealed shall have been actually sold and delivered, such Bonds may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed and sealed such Bonds had not ceased to hold such office. Any Bond may be signed and sealed on behalf of the Agency by such person as at the actual time of the execution of such Bond shall hold the proper office, although at the date of such Bonds such person may not have held such office or may not have been so authorized. The Bonds of each Series shall bear thereon a certificate of authentication, in the form set forth in Exhibit B hereto, executed manually by the Registrar. Only such Bonds as shall bear thereon such certificate of authentication shall be entitled to any right or benefit under this Resolution and no Bond shall be valid or obligatory for any purpose until such certificate of authentication shall have been duly executed by the Registrar. Such certificate of the Registrar upon any Bond executed on behalf of the Agency shall be conclusive evidence that the Bond so authenticated has been duly authenticated and delivered under this Resolution and that the Holder thereof is entitled to the benefits of this Resolution. If the Bonds of a Series have been validated, the validation certificate on each of the Bonds of such Series shall be signed with the manual or facsimile signatures of the present or any future Chairperson, and the Agency may adopt and use for that purpose the manual or facsimile signature of any person who shall have been such Chairperson at any time on or after the date of the Bonds, notwithstanding that he may have ceased to be such Chairperson at the time when said Bonds shall be actually delivered. SECTION 205. NEGOTIABILITY, REGISTRATION AND CANCELLATION. At the option of the registered Holder thereof and upon surrender thereof at the designated corporate trust office of the Registrar with a written instrument of transfer satisfactory to the Registrar duly executed by the Holder or his duly authorized attorney and upon payment by such Holder of any charges which the Registrar or the Agency may make as provided in this Section, the Bonds may be exchanged for Bonds of the same aggregate principal amount of the same Series and maturity of any other authorized denominations. The Registrar shall keep books for the registration of Bonds and for the registration of transfers of Bonds. The Bonds shall be transferable by the Holder thereof in person or by his attorney duly authorized in writing only upon the books of the Agency kept by the Registrar and only upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed by the Holder or his duly authorized attorney. Upon the transfer of any such Bond, the Agency shall cause to be issued in the name of the transferee a new Bond or Bonds. 15 003-4430-4561/4/AMERICAS C-15 The Agency, the Paying Agent and the Registrar may deem and treat the person in whose name any Bond shall be registered upon the books kept by the Registrar as the absolute Holder of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of, premium, if any, and interest on such Bond as the same becomes due and for all other purposes. All such payments so made to any such Holder or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the Agency, the Paying Agent nor the Registrar shall be affected by any notice to the contrary. In all cases in which the privilege of exchanging Bonds or transferring Bonds is exercised, the Agency shall execute and the Registrar shall authenticate and deliver Bonds in accordance with the provisions of this Resolution. All Bonds surrendered in any such exchanges or transfers shall forthwith be delivered to the Registrar and cancelled by the Registrar in the manner provided in this Section. There shall be no charge for any such exchange or transfer of Bonds, but the Agency or the Registrar may require the payment of a sum sufficient to pay any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer. Neither the Agency nor the Registrar shall be required (a) to transfer or exchange Bonds of any Series for a period of 15 days next preceding any selection of Bonds of such Series to be redeemed or thereafter until after the mailing of any notice of redemption; or (b) to transfer or exchange any Bonds of any Series called for redemption. All Bonds paid or redeemed, either at or before maturity shall be delivered to the Paying Agent when such payment or redemption is made, and such Bonds, together with all Bonds purchased by the Agency, shall thereupon be promptly cancelled. Bonds so cancelled may at any time be destroyed by the Paying Agent, who shall execute a certification of destruction in duplicate by the signature of one of its authorized officers describing the Bonds so destroyed, and one executed certificate shall be filed with the Agency and the other executed certificate shall be retained by the Paying Agent. SECTION 206. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Bond shall become mutilated, destroyed, stolen or lost, the Agency may execute and the Registrar shall authenticate and deliver a new Bond of like Series, date, maturity, denomination and interest rate as the Bond so mutilated, destroyed, stolen or lost; provided that, in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Agency and, in the case of any lost, stolen or destroyed Bond, there shall first be furnished to the Agency and the Registrar evidence of such loss, theft, or destruction satisfactory to the Agency and the Registrar, together with indemnity satisfactory to them. In the event any such Bond shall be about to mature or have matured or have been called for redemption, instead of issuing a duplicate Bond, the Agency may direct the Paying Agent to pay the same without surrender thereof The Agency and Registrar may charge the Holder of such Bonds their reasonable fees and expenses in connection with this transaction. Any Bond surrendered for replacement shall be cancelled in the same manner as provided in Section 205 hereof Any such duplicate Bonds issued pursuant to this Section shall constitute additional contractual obligations on the part of the Agency, whether or not the lost, stolen or destroyed Bonds be at any time found by anyone, and such duplicate Bonds shall be entitled to equal and 16 003-4430-4561/4/AMERICAS C-16 proportionate benefits and rights as to lien on and source and security for payment from the Pledged Funds, with all other Bonds issued hereunder. SECTION 207. PREPARATION OF DEFINITIVE BONDS; TEMPORARY BONDS. Unless otherwise specified by the Agency in subsequent proceedings, the definitive Bonds of each Series shall be lithographed, printed or typewritten. Until the definitive Bonds are prepared, the Chairperson and Executive Director may execute and the Registrar may authenticate, in the same manner as is provided in Section 204 hereof, and deliver, in lieu of definitive Bonds, but subject to the same provisions, limitations and conditions as the definitive Bonds, one or more printed, lithographed or typewritten temporary fully registered Bonds, substantially of the tenor of the definitive Bonds in lieu of which such temporary Bond or Bonds are issued, in authorized denominations or any whole multiples thereof, and with such omissions, insertions and variations as may be appropriate to such temporary Bonds. The Agency at its own expense shall prepare, execute and, upon the surrender at the designated corporate trust office of the Registrar of such temporary Bonds for which no payment or only partial payment has been provided, the Registrar shall authenticate and, without charge to the Holder thereof, deliver in exchange therefor, at the designated corporate trust office of the Registrar, definitive Bonds of the same aggregate principal amount, Series and maturity as the temporary Bonds surrendered. Until so exchanged, the temporary Bonds shall in all respects be entitled to the same benefits and security as definitive Bonds issued pursuant to this Resolution. SECTION 208. FORM OF BONDS. The text of the Bonds shall be of the tenor set forth in Exhibit B to this Resolution, with such omissions, insertions and variations as may be necessary and desirable and authorized or permitted by this Resolution or a Chairperson's Certificate. SECTION 209. BOOK-ENTRY ONLY SYSTEM FOR THE BONDS; QUALIFICATION FOR THE DEPOSITORY TRUST COMPANY. The Series 2015 Bonds shall be issued, and any future Series of Bonds may be issued, as uncertificated securities through the book-entry only system maintained by The Depository Trust Company, New York, New York ("DTC") or, with respect to any Series of Bonds other than the Series 2015 Bonds, such other securities depository as may be selected by the Agency. The Agency, the Registrar and the Paying Agent are hereby authorized to take such actions as may be necessary to qualify the Bonds for deposit with DTC, including but not limited to those actions as may be set forth in a letter of representations with DTC, the execution and delivery of which with respect to the Series 2015 Bonds by the Chairperson or Executive Director of the Agency is hereby authorized. END OF ARTICLE II] 17 003-4430-4561/4/AMERICAS C-17 ARTICLE III COVENANTS, FUNDS AND APPLICATION THEREOF SECTION 301. BONDS NOT TO BE INDEBTEDNESS OF THE AGENCY OR THE CITY. The Bonds shall not be and shall not constitute an indebtedness of the Agency, the City, the County, the State or any political subdivision thereof, within the meaning of any constitutional, statutory or 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, as provided in this Resolution, from the Pledged Funds. No Holder or Holders of any Bonds issued hereunder 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 or the City, the County, the State or any political subdivision thereof to pay the Bonds or the interest thereon or the making of any sinking fund or reserve payments provided for herein other than the Pledged Funds as provided in this Resolution. SECTION 302. BONDS SECURED BY PLEDGE OF PLEDGED FUNDS. The payment of the principal of, interest and premium, if any, on all of the Bonds issued hereunder and any additional parity Bonds hereafter issued, as provided herein, shall be secured forthwith equally and ratably by a first lien on and pledge of the Pledged Funds. The Pledged Funds in an amount sufficient to pay the principal of and interest on the Bonds herein authorized and to make the payments into the Sinking Fund (hereinafter created and established) and all other payments provided for in this Resolution, as well as moneys held in the funds and accounts created under this Resolution (other than the Rebate Fund), are hereby irrevocably pledged to the payment of the principal of and interest on the Bonds authorized herein, and other payments provided for herein, as the same become due and payable. The Bonds and the obligation 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 this Resolution. SECTION 303. APPLICATION OF BOND PROCEEDS; CONSTRUCTION FUND. a) All moneys received by the Agency from the sale of the Series 2015 Bonds shall be disbursed as provided in a certificate of the Executive Director executed on the date of delivery of the Series 2015 Bonds. b) All moneys received by the Agency from the sale of any Series of Bonds, other than the Series 2015 Bonds, shall be disbursed in accordance with the provisions of a subsequent resolution of the Agency relating to such Series of Bonds. c) There is hereby created and established a special fund designated the "Miami Beach Redevelopment Agency Construction Fund (City Center/Historic Convention Village)" hereinafter referred to as the "Construction Fund") to be held and administered by the Agency. There shall be created separate accounts within the Construction Fund for the deposit of proceeds of each Series of Bonds and other available moneys to fund Redevelopment Projects being 18 003-4430-4561/4/AMERICAS C-18 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 the moneys in the Construction Fund, or any part thereof including any investment earnings on deposit therein, are not necessary for, or are not applied to the purposes provided for the applicable Series of Bonds, then such unapplied proceeds, upon certification of a duly authorized official of the Agency that such surplus proceeds are not needed for such purposes, shall be applied to the redemption or purchase or payment of principal of Outstanding Bonds. Moneys on deposit in the Construction Fund may be invested and reinvested by the Agency to the fullest extent practicable in Permitted Investments maturing not later than such date or dates on which such moneys shall be needed for the purposes of the Construction Fund. The earnings and investment income derived from the moneys and investments on deposit in the Construction Fund shall be deposited and maintained in the applicable account within the Construction Fund and used for the purposes thereof. d) The proceeds of the sale of the Bonds shall be and constitute trust funds for the purposes hereinabove provided and there is hereby created a lien upon such moneys, until so applied, in favor of the Holders of said Bonds. SECTION 304. COVENANTS OF THE AGENCY. The Agency hereby covenants and agrees with the Holders of any and all of the Bonds issued pursuant to this Resolution as follows: A. TAX COVENANTS. 1) The Agency will not take any action or omit to take any action, which action or omission would result in interest on the Tax-Exempt Bonds being includable in gross income of the holders thereof for federal income tax purposes under the Code. Particularly, the Agency will not take any action or omit to take any action which would have caused any of the Tax-Exempt Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code. 2) The Agency shall comply with the arbitrage rebate covenants as provided in Section 304(E) hereof. B. REDEVELOPMENT PLAN. The Agency will carry out the purposes of the Redevelopment Plan within the Redevelopment Area all in accordance with the Act and will take all such actions as are required to carry out the full intent of the Redevelopment Plan. C. TRUST FUND. As soon as the same are received by the Agency, all of the Trust Fund Revenues shall be forthwith deposited into the Trust Fund. The Trust Fund shall constitute a trust fund for the purposes provided in this Resolution, shall be held by the Agency and shall be maintained separate and distinct from all other funds of the Agency and used only for the purposes and in the manner provided in this Resolution and the Act. D. DISPOSITION OF TRUST FUND REVENUES. There is hereby created and established a special fund designated the "Miami Beach Redevelopment Agency Sinking Fund City Center/Historic Convention Village)" (hereinafter referred to as the "Sinking Fund"). 19 003-4430-4561/4/AMERICAS C-19 There are also hereby created four (4) separate accounts in the Sinking Fund to be known as the Interest Account", the "Principal Account," the "Bond Redemption Account" and the "Debt Service Reserve Account". The Sinking Fund and the accounts therein shall be held and administered by the Agency. In each Fiscal Year, all Trust Fund Revenues deposited in the Trust Fund during such Fiscal Year shall be disposed of by the Agency only in the following manner: 1) Trust Fund Revenues shall first be used, to the full extent required, for deposit into the Interest Account in the Sinking Fund, immediately upon receipt of such Trust Fund Revenues, of such sums as shall be sufficient to pay the interest becoming due on the Bonds during the current calendar year (or if such Trust Fund Revenues are deposited in the Trust Fund during the first quarter of such Fiscal Year, to pay the interest becoming due on the Bonds through the end of the next succeeding calendar year); provided, however, that such deposit for interest shall not be required to be made into the Interest Account to the extent that money on deposit therein is sufficient for such purpose. The Agency shall, on the business day prior to each Interest Payment Date, transfer to the Paying Agent moneys in an amount equal to the interest due on such Interest Payment Date or shall advise the Paying Agent of the amount of any deficiency in the amount on deposit in the Interest Account so that the Paying Agent may give appropriate notice required to provide for the payment of such deficiency from any Reserve Account Insurance Policy or Reserve Account Letter of Credit on deposit in the Debt Service Reserve Account. 2) (a) Trust Fund Revenues shall next be used, to the full extent required, for deposit into the Principal Account in the Sinking Fund, immediately upon receipt of such Trust Fund Revenues, of such sums as shall be sufficient to pay the principal amount of Serial Bonds which will mature during the current calendar year (or if such Trust Fund Revenues are deposited in the Trust Fund during the first quarter of such Fiscal Year, to pay the principal amount of Serial Bonds which will mature through the end of the next succeeding calendar year); provided, however, that such deposit for principal shall not be required to be made into the Principal Account to the extent that money on deposit therein is sufficient for such purpose. The Agency shall, on the business day prior to each principal payment date, transfer to the Paying Agent moneys in an amount equal to the principal due on such principal payment date or shall advise the Paying Agent of the amount of any deficiency in the amount on deposit in the Principal Account so that the Paying Agent may give appropriate notice required to provide for the payment of such deficiency from any Reserve Account Insurance Policy or Reserve Account Letter of Credit on deposit in the Debt Service Reserve Account. b) Trust Fund Revenues shall next be used, to the full extent required, for deposit into the Bond Redemption Account in the Sinking Fund, immediately upon receipt of such Trust Fund Revenues, of such Amortization Requirements as may be 20 003-4430-4561/4/AMERICAS C-20 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). The moneys in the Bond Redemption Account shall be used solely for the purchase or redemption of the Term Bonds payable therefrom. The Agency may at any time purchase any of said 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. The Agency shall be mandatorily obligated to use any moneys in the Bond Redemption Account for the redemption prior to maturity of such Term Bonds at such times as the same are subject to mandatory redemption. If, by the application of moneys in the Bond Redemption Account, however, 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. 3) Trust Fund Revenues shall next be used, to the full extent required, for deposit into the Debt Service Reserve Account, immediately upon receipt of such Trust Fund Revenues, of the difference between the amount on deposit in the Debt Service Reserve Account (including any Reserve Account Insurance Policy or Reserve Account Letter of Credit) and the Reserve Account Requirement for the Bonds Outstanding, and, provided further, that no payments shall be required to be made into the Debt Service Reserve Account whenever and as long as the amount deposited therein (including any Reserve Account Insurance Policy or Reserve Account Letter of Credit) shall be equal to the Reserve Account Requirement for the Bonds Outstanding. 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 this Resolution and available for such purpose are insufficient therefor. Any moneys in the Debt Service Reserve Account in excess of the Reserve Account Requirement for the Bonds Outstanding may, in the discretion of the Agency, be transferred to and deposited in the Interest Account, the Principal Account or the Bond Redemption Account as the Agency at its option may determine. Notwithstanding the foregoing provisions, in lieu of or in substitute for the required deposits (including existing deposits therein) into the Debt Service Reserve Account, the Agency may cause to be deposited into the Debt Service Reserve Account a Reserve Account Insurance Policy or a Reserve Account Letter of Credit for the benefit of the Holders of the Bonds Outstanding, which Reserve Account Insurance Policy or Reserve Account Letter of Credit shall be payable or available to be drawn upon, as the case may be (upon the giving of notice as required thereunder), on any Interest Payment 21 003-4430-4561/4/AMERICAS C-21 Date on which a deficiency exists which cannot be cured by moneys in any other Fund or Account held pursuant to this 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 under the Reserve Account Insurance Policy or the Reserve Account Letter of Credit, the Agency shall be obligated to either reinstate the maximum limits of such Reserve Account Insurance Policy or Reserve Account Letter of Credit following such disbursement or to deposit into the Debt Service Reserve Account from the Trust Fund Revenues, as herein provided, 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, as provided in this paragraph. Amounts drawn or paid under a Reserve Account Insurance Policy or Reserve Account Letter of Credit shall be applied as set forth in the second paragraph of this Section 304(D)(3). Any amounts drawn or paid under a Reserve Account Insurance Policy or Reserve Account Letter of Credit shall be reimbursed to the issuer thereof in accordance with the terms and provisions of the reimbursement or other agreement governing such facility. The Debt Service Reserve Account shall be valued on the first day in each Fiscal Year and the value of securities on deposit therein shall be the lower of par, or if purchased at other than par, amortized value. Amortized value, when used with respect to securities purchased at a premium above or a discount below par, shall mean the value at any given date obtained by dividing the total premium or discount at which such securities were purchased by the number of interest payment dates remaining to maturity on such securities after such purchase and by multiplying the amount so calculated by the number of interest payment dates having passed since the date of purchase; and (i) in the case of securities purchased at a premium, by deducting the product thus obtained from 22 003-4430-4561/4/AMERICAS C-22 the purchase price, and (ii) in the case of securities purchased at a discount, by adding the product thus obtained to the purchase price. 4) Trust Fund Revenues shall next be used for the payment of any subordinated obligations hereafter issued by the Agency in accordance with Section 304(G) of this Resolution, which subordinate obligations shall have such lien on the Trust Fund Revenues as the Agency shall determine in the proceedings authorizing the issuance of such subordinated obligations. 5) Thereafter, the balance of any Trust Fund Revenues remaining in said Trust Fund shall, subject to Section 304(A), be used by the Agency for any lawful purposes, including payment of any fees and expenses of the Fiduciaries; provided, however, that none of such Trust Fund Revenues shall ever be used for the purposes provided in this paragraph (5) unless all payments required in paragraphs (1) through (4) above, including any deficiencies for prior payments and any amounts due to the issuer of any Reserve Account Insurance Policy or Reserve Account Letter of Credit, have been made in full to the date of such use. Notwithstanding anything in Section 304(D)(1) and (2) to the contrary, failure to make the scheduled payments specified therein shall not constitute a breach of the Agency's obligations under this 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. Notwithstanding the foregoing or any other provision herein to the contrary, if any amount applied to the payment of principal of and 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 theretofore made said corresponding payment. E. REBATE FUND. There is hereby created and established the "Miami Beach Redevelopment Agency Rebate Fund (City Center/Historic Convention Village)" which fund shall be maintained by the Agency separate and apart from all other funds and accounts of the Agency. Notwithstanding anything in this Resolution to the contrary, the Agency shall transfer or cause to be transferred from Pledged Funds to the Rebate Fund the amounts required to be transferred in order to comply with the arbitrage rebate covenants contained in a tax compliance certificate to be executed and delivered by the Agency in connection with the issuance of each Series of Tax-Exempt Bonds. The Agency shall make payments from the Rebate Fund of amounts required to be deposited therein to the United States of America in the amounts and at the times required by such arbitrage rebate covenants. The Agency covenants for the benefit of the Bondholders that it will comply with the requirements of the arbitrage rebate covenants. There shall be excluded from the pledge and lien of this Resolution the Rebate Fund, together with all moneys and securities from time to time held therein and all investment earnings derived therefrom. The Agency shall not be required to comply with the requirements of this Section 304(E) in the event that the Agency obtains an opinion of nationally recognized bond counsel that (i) such compliance is not required in order to maintain the exclusion from gross income for federal income tax purposes of interest on Tax-Exempt Bonds and/or (ii) compliance with some 23 003-4430-4561/4/AMERICAS C-23 other requirement is necessary to maintain the exclusion from gross income for federal income tax purposes of interest on Tax-Exempt Bonds. F. INVESTMENT OF FUNDS. The Trust Fund, the Sinking Fund, including the Interest Account, Principal Account, Bond Redemption Account and Debt Service Reserve Account, and all other special funds (other than the Rebate Fund) created and established by, or pursuant to, this Resolution shall constitute trust funds in favor of the Bondholders and shall be invested at the direction of the Agency as provided in this Section 304(F). Moneys on deposit in the Trust Fund, Interest Account, Principal Account and Bond Redemption Account may be invested at the direction of the Agency in Permitted Investments maturing not later than the dates on which such moneys will be needed for the purposes of such fund or account. Moneys on deposit in the Debt Service Reserve Account may be invested at the direction of the Agency in Permitted Investments maturing not later than the final maturity of any of the Bonds. All income and earnings received from the investment and reinvestment of moneys in the Interest Account, the Principal Account and the Bond Redemption Account in the Sinking Fund shall be retained in the respective accounts and applied as a credit against the obligation of the Agency to transfer moneys to such accounts pursuant to Section 304(D)(1) and Section 304(D)(2)(a) and Section 304(D)(2)(b) of this Resolution, respectively. All income and earnings received from the investment and reinvestment of moneys in the Debt Service Reserve Account in the Sinking Fund shall be retained in the Debt Service Reserve Account and applied as a credit against the obligation of the Agency and the City to transfer moneys to such account, unless the amount in such account shall exceed the Reserve Account Requirement, in which event such excess may be applied in the manner set forth for excess amounts in the Debt Service Reserve Account, as described in Section 304(D)(3). For the purpose of investing or reinvesting, the Agency may commingle moneys in the funds and accounts created and established hereunder (other than the Rebate Fund) in order to achieve greater investment income; provided that the Agency shall separately account for the amounts so commingled. The amounts required to be accounted for in each of the funds and accounts designated herein (other than the Rebate Fund) may be deposited in a single bank account provided that adequate accounting procedures are maintained to reflect and control the restricted allocations of the amounts on deposit therein for the various purposes of such funds and accounts as herein provided. G. ISSUANCE OF OTHER OBLIGATIONS PAYABLE OUT OF PLEDGED FUNDS. Except upon the conditions and in the manner provided herein, the Agency 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 issued pursuant to this Resolution and the interest thereon, upon any of the Pledged Funds; provided that the Agency may enter into agreements with issuers of Credit Facilities which involve liens on Pledged Funds on a parity with that of the 24 003-4430-4561/4/AMERICAS C-24 Series of Bonds or portion thereof which is supported by such Credit Facilities solely with respect to any reimbursement obligations due such issuers which evidence amounts equal to the scheduled stated principal (including, without limitation, Amortization Requirements) and interest due on the Series of Bonds or portion thereof which is supported by such Credit Facilities. Any other obligations, in addition to the Bonds authorized by this Resolution or additional parity Bonds issued under the terms, restrictions and conditions contained in this Resolution and obligations to issuers of Credit Facilities as described above, shall provide that such obligations are junior, inferior and subordinate in all respects to the Bonds issued pursuant to this Resolution as to lien on and source and security for payment from the Pledged Funds and in all other respects. Nothing in this Resolution shall be deemed to prohibit the Agency from entering into currency swaps or other arrangements for hedging interest rates on any indebtedness. H. ISSUANCE OF ADDITIONAL PARITY BONDS. No additional parity Bonds, as in this subsection defined, payable on a parity with Bonds issued pursuant to this Resolution out of Pledged Funds, including, without limitation, Trust Fund Revenues, shall be issued after the issuance of any Bonds pursuant to this Resolution unless the following, among other conditions, are complied with: 1) The Agency must be current in all deposits into the various funds and accounts and all payments theretofore required to have been deposited or made by it under the provisions of this Resolution and the Agency must be currently in compliance with the covenants and provisions of this 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. 2) The aggregate of the Trust Fund Revenues (not including any portion thereof which may be attributable to investment earnings) received by the Agency during the immediately preceding Fiscal Year were at least equal to one hundred fifty percent 150%) of the Maximum Annual Debt Service on (1) the Bonds originally issued pursuant to this Resolution and then Outstanding, (2) any additional parity Bonds theretofore issued and then Outstanding, and (3) the additional parity Bonds then proposed to be issued. 3) The Agency need not comply with subparagraph (2) of this paragraph in the issuance of additional parity Bonds if and to the extent the Bonds to be issued are refunding Bonds, that is, delivered in lieu of or in substitution for Bonds originally issued under this 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 (ii) that the Maximum Annual Debt Service set forth pursuant to (B) above is no greater than that set forth pursuant to (A) above. 25 003-4430-4561/4/AMERICAS C-25 Simultaneously with the delivery of any Bonds issued pursuant to subparagraphs (2) and 3) above for the purpose of refunding any Bonds issued under this Resolution, the Agency may withdraw from the Sinking Fund amounts theretofore deposited which are allocable to the Bonds being refunded and shall transfer said amounts in accordance with the resolution providing for the issuance of the refunding Bonds, provided that after such withdrawal the Agency shall be in compliance with the provisions of this Resolution. The term "additional parity Bonds" as used in this Resolution shall be deemed to mean additional obligations evidenced by Bonds issued upon the provisions and within the limitations of this subsection to finance Redevelopment Projects payable from the Pledged Funds on a parity with Bonds originally authorized and issued pursuant to this Resolution. Such Bonds shall be deemed to have been issued pursuant to this Resolution the same as the Bonds originally authorized and issued pursuant to this Resolution and all of the covenants and other provisions of this Resolution (except as to details of such Bonds evidencing such additional parity obligations inconsistent therewith) shall be for the equal benefit, protection.and security of the Holders of any Bonds originally authorized and issued pursuant to this Resolution and the Holders of any Bonds evidencing additional obligations subsequently issued within the limitations of and in compliance with this subsection. 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. The term "additional parity Bonds" as used in this Resolution shall not be deemed to include bonds, notes, certificates or other obligations subsequently issued in accordance with this Resolution, the lien of which on the Pledged Funds is subject to the prior and superior lien on the Pledged Funds of Bonds and the Agency shall not issue any obligations whatsoever payable from the Pledged Funds, which rank equally as to lien and source and security for their payment from such Pledged Funds with Bonds except in the manner and under the conditions provided in subsection (G) above and this subsection. I.BOOKS AND RECORDS. The Agency will keep separately identifiable accounting records for the receipt of the Trust Fund Revenues by the use of a fund established in accordance with generally accepted accounting principles, and any Holder of a Bond or Bonds issued pursuant to this Resolution, shall have the right at all reasonable times to inspect all records, accounts and data of the Agency relating thereto. The Agency shall promptly after the close of each Fiscal Year cause the books, records and accounts relating to the Trust Fund Revenues for such Fiscal Year to be properly audited by a qualified, recognized and nationally known independent firm of certified public accountants and shall file the report of such certified public accountants in the office of the Executive Director, and shall mail upon request, and make available generally, said report, or a reasonable summary thereof, to any Holder or Holders of Bonds issued pursuant to this Resolution. Such audited books, records and accounts shall contain the statements required by generally accepted accounting principles applicable to governmental entities, and a certificate of such certified public accountants disclosing any breach on the part of the Agency of any covenant herein. 26 003-4430-4561/4/AMERICAS C-26 J.NO IMPAIRMENT OF CONTRACT. The Agency has full power and authority to irrevocably pledge the Pledged Funds to the payment of the principal of and interest on the Bonds. The pledge of such Pledged Funds, in the manner provided herein, shall not be subject to repeal, modification or impairment by any subsequent resolution, ordinance or other proceedings of the Agency so long as any Bonds are Outstanding hereunder. The Agency shall take all actions necessary and pursue such legal remedies which may be available to it either in law or in equity to prevent or cure any impairment by any entity other than the Agency within the meaning of this subsection. K. REMEDIES. Any Holder of Bonds issued under the provisions of this Resolution may either at law or in equity, by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights under the laws of the State or granted and contained in this Resolution, and may enforce and compel the performance of all duties required by this Resolution or by any applicable statutes, including the Act, to be performed by the Agency or by any officer thereof Nothing herein, however, shall be construed to grant any Holder of such Bonds any lien on any property of the Agency, except as provided herein. No Holder of Bonds, however, shall have any right in any manner whatever to affect adversely, or prejudice the security of this Resolution or to express any right hereunder except in the manner herein provided, and all proceedings at law or in equity shall be instituted and maintained for the benefit of all Holders of Bonds. L. ENFORCEMENT OF COLLECTIONS. The Agency will diligently enforce and collect the Trust Fund Revenues and will take all steps, actions and proceedings for the enforcement and collection of such Trust Fund Revenues to the full extent permitted or authorized by applicable laws, including the Act. All Trust Fund Revenues shall as collected be held in trust to be applied as herein provided and not otherwise. M. DISCHARGE AND SATISFACTION OF BONDS. The covenants, liens and pledges entered into, created or imposed pursuant to this Resolution may be fully discharged and satisfied with respect to all or a portion of the Bonds in any one or more of the following ways: 1) by paying the principal of and interest on such Bonds when the same shall become due and payable; or 2) by depositing in the Interest Account, the Principal Account and the Bond Redemption Account and/or in such other accounts which are irrevocably pledged to the payment of Bonds as the Agency may hereafter create and establish, certain moneys which together with other moneys lawfully available therefor, if any, shall be sufficient at the time of such deposit to pay when due the principal, redemption premium, if any, and interest due and to become due on said Bonds on or prior to the redemption date or maturity date thereof; or 3) by depositing in the Interest Account, the Principal Account and the Bond Redemption Account and/or such other accounts which are irrevocably pledged to the payment of Bonds as the Agency may hereafter create and establish, moneys which together with other moneys lawfully available therefor when invested in such Defeasance Obligations which shall not be subject to redemption prior to their maturity other than at 27 003-4430-4561/4/AMERICAS C-27 the option of the Holder thereof, will provide moneys which shall be sufficient to pay when due the principal, redemption premium, if any, and interest due and to become due on said Bonds on or prior to the redemption date or maturity date thereof Upon such payment or deposit in the amount and manner provided in this Section 304(M), Bonds shall be deemed to be paid and shall no longer be deemed to be Outstanding for the purposes of this Resolution and all liability of the Agency with respect to said Bonds shall cease, terminate and be completely discharged and extinguished, and the Holders thereof shall be entitled to payment solely out of the moneys or securities so deposited; provided that (i) in connection with any discharge and satisfaction pursuant to subsection (2) or (3) above, the Agency shall concurrently with such deposit deliver (A) an opinion of nationally recognized bond counsel to the effect that interest on the Bonds being discharged will not, by reason of such discharge, become includable in gross income for federal income tax purposes and that such Bonds have been discharged in accordance with the provisions of this Section, and (B) an accountant's verification report showing the sufficiency of such moneys and/or Defeasance Obligations to provide for the payment of said Bonds, and (ii) in the event said Bonds do not mature and are not to be redeemed within the next succeeding sixty 60) days, the Agency shall have given the Registrar irrevocable instructions to give, as soon as practicable, a notice to the Holders of said Bonds by first-class mail, postage prepaid, stating that the deposit of said moneys or Defeasance Obligations has been made with an appropriate fiduciary institution acting as escrow agent solely for the Holders of said Bond and other Bonds being defeased, and that said Bonds are deemed to have been paid in accordance with this Section and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal of and premium, if any, and interest on said Bonds. 4) Notwithstanding the foregoing, all references to the discharge and satisfaction of Bonds shall include the discharge and satisfaction of any issue of Bonds, any portion of an issue of Bonds, any maturity or maturities of an issue of Bonds, any portion of a maturity of an issue of Bonds or any combination thereof 5) If any portion of the moneys deposited for the payment of the principal of and redemption premium, if any, and interest on any portion of Bonds is not required for such purpose, the Agency may use the amount of such excess free and clear of any trust, lien, security interest, pledge or assignment securing said Bonds or otherwise existing under this Resolution. In the event that the principal and redemption price, if applicable, and interest due on the Bonds shall be paid by the issuer of a Credit Facility pursuant to the terms thereof, the assignment and pledge created hereunder and all covenants, agreements and other obligations of the Agency to the Bondholders shall continue to exist and the issuer of such Credit Facility shall be subrogated to the rights of such Bondholders. N. CONCERNING THE RESERVE ACCOUNT INSURANCE POLICY, THE RESERVE ACCOUNT LETTER OF CREDIT AND/OR CREDIT FACILITY. As long as the Agency shall have a Reserve Account Insurance Policy and/or a Reserve Account Letter of 28 003-4430-4561/4/AMERICAS C-28 Credit on deposit in the Debt Service Reserve Account, the Agency covenants that it will comply with the provisions of the Reserve Account Insurance Policy and/or Reserve Account Letter of Credit and any reimbursement or similar agreement with respect to any such Reserve Account Insurance Policy and/or Reserve Account Letter of Credit. As long as any Series of Bonds of the Agency are secured by a Credit Facility, (i) the Agency covenants to comply with the requirements and conditions imposed on the Agency by the issuer of the Credit Facility and (ii) all rights hereunder granted to the Holders of Bonds so secured shall be exercisable by the issuer of such Credit Facility in lieu of the Holders of such Bonds. Notwithstanding anything in this Resolution to the contrary, the rights of any issuer of a Credit Facility created under this Resolution shall remain in full force and effect only so long as the applicable Credit Facility shall remain in effect and the issuer of such Credit Facility shall not be in default in its payment obligations to the Holders of Bonds secured by such facility. END OF ARTICLE III] 29 003-4430-4561/4/AMERICAS C-29 ARTICLE IV CONCERNING THE FIDUCIARIES SECTION 401. ADDITIONAL PAYING AGENTS; APPOINTMENT AND ACCEPTANCE OF DUTIES. The Agency may at any time or from time to time appoint one or more other Paying Agents having the qualifications set forth in this Article IV for a successor Paying Agent; provided that nothing herein shall prevent the Agency from appointing itself as the Paying Agent hereunder. Each Paying Agent shall signify its acceptance of the duties and obligations imposed upon it by this Resolution by executing and delivering to the Agency a written acceptance thereof. SECTION 402. RESPONSIBILITIES OF FIDUCIARIES. The recitals of facts herein and in the Bonds contained shall be taken as the statements of the Agency and no Fiduciary assumes any responsibility for the correctness of the same. No Fiduciary makes any representation as to the validity or sufficiency of this Resolution or of any Bonds issued thereunder or as to the security afforded by this Resolution, and no Fiduciary shall incur any liability in respect thereof The Registrar shall, however, be responsible for its representation contained in its certificate of authentication of the Bonds. No Fiduciary shall be under any responsibility or duty with respect to the application of any moneys paid by such Fiduciary in accordance with the provisions of this Resolution to or upon the order of the Agency or any other Fiduciary. No Fiduciary shall be under any obligation or duty to perform any act which would involve it in expense or liability or to institute or defend any suit in respect thereof, or to advance any of its own moneys, unless properly indemnified. No Fiduciary shall be liable in connection with the performance of its duties hereunder except for its own negligence, misconduct or default. SECTION 403. EVIDENCE ON WHICH FIDUCIARIES MAY ACT. a) Each Fiduciary, upon receipt of any notice, resolution, request, consent, order, certificate, report, opinion, bond, or other paper or document furnished to it pursuant to any provision of this Resolution, shall examine such instrument to determine whether it conforms to the requirements of this Resolution and shall be protected in acting upon any such instrument believed by it to be genuine and to have been signed or presented by the proper party or parties. Each Fiduciary may reasonably consult with counsel, who may or may not be of counsel to the Agency, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it under this Resolution in good faith and in accordance therewith. b) Whenever any Fiduciary shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action under this Resolution, such matter unless other evidence in respect thereof be therein specifically'prescribed) may be deemed to be conclusively proved and established by a certificate of the Chairperson, Executive Director or his designee, and such certificate shall be full warrant for any action taken or suffered in good faith under the provisions of this Resolution upon the faith thereof; but in its discretion the Fiduciary may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as it may deem reasonable. 30 003-4430-4561/4/AMERICAS C-30 c) Except as otherwise expressly provided in this Resolution, any request, order, notice or other direction required or permitted to be furnished pursuant to any provision thereof by the Agency to any Fiduciary shall be sufficiently executed in the name of the Agency by the Chairperson, Executive Director or designee of either of them. SECTION 404. COMPENSATION. The Agency may agree with any Fiduciary to pay to such Fiduciary from time to time reasonable compensation for all services rendered under this Resolution, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of its attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Resolution. The Agency may also agree with any Fiduciary to indemnify any Fiduciary for any and all of its reasonable fees, costs and expenses resulting from any claim, liability or the like incurred in and about the performance of its powers and duties under this Resolution. SECTION 405. CERTAIN PERMITTED ACTS. Any Fiduciary, individually or otherwise, may become the owner of any Bonds, with the same rights it would have if it were not a Fiduciary. To the extent permitted by law, any Fiduciary may act as depositary for, and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Bondholders or to effect or aid in any reorganization growing out of the enforcement of the Bonds or this Resolution, whether or not any such committee shall represent Holders of a majority in principal amount of the Bonds then Outstanding. SECTION 406. MERGER OR CONSOLIDATION. Any entity into which any Fiduciary may be merged or converted or with which it may be consolidated or any entity resulting from any merger, conversion or consolidation to which it shall be a party or any entity to which any Fiduciary may sell or transfer all or substantially all of its corporate trust business shall be a successor Fiduciary hereunder provided such entity shall be a bank or trust company organized under the laws of any state of the United States or a national banking association or shall be a successor entity to the Agency, if the Agency is acting as Fiduciary hereunder, shall be authorized by law to perform all duties imposed upon it by this Resolution, and shall be such successor without the execution or filing of any paper or the performance of any further act. SECTION 407. ADOPTION OF AUTHENTICATION. In case any of the Bonds contemplated to be issued under this Resolution shall have been authenticated but not delivered, any successor Registrar may adopt the certificate of authentication of any predecessor Registrar so authenticating such Bonds and deliver such Bonds so authenticated; and in case any of the said Bonds shall not have been authenticated, any successor Registrar may authenticate such Bonds in the name of the predecessor Registrar, or in the name of the successor Registrar, and in all such cases such certificate shall be fully effective. SECTION 408. RESIGNATION OR REMOVAL OF FIDUCIARY AND APPOINTMENT OF SUCCESSOR. Any Fiduciary may at any time resign and be discharged of the duties and obligations created by this Resolution by giving at least 60 days' written notice to the issuer of a Credit Facility, the Agency, and the other Fiduciaries. Any Fiduciary may be removed at any time by an instrument filed with such Fiduciary and the issuer of each Credit Facility and signed by the Chairperson, Executive Director or his designee. Any successor 31 003-4430-4561/4/AMERICAS C-31 Fiduciary shall be appointed by the Agency and shall be, if other than the Agency or its successor entity, a bank or trust company organized under the laws of any state of the United States or a national banking association, willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by this Resolution. The Agency shall notify the issuer of each Credit Facility of the appointment of any successor Fiduciary. In the event of the resignation or removal of any Fiduciary, such Fiduciary shall pay over, assign and deliver any moneys held by it as Fiduciary to its successor. SECTION 409. VACANCY. If at any time hereafter any Fiduciary shall resign, be removed, be dissolved, or otherwise become incapable of acting, or if the bank or trust company acting as any Fiduciary shall be taken over by any governmental official, agency, department or board, the position of Fiduciary shall thereupon become vacant. If the position of such Fiduciary shall become vacant for any of the foregoing reasons or for any other reasons, the Agency shall appoint a successor Fiduciary. If no appointment of a successor Fiduciary shall be made pursuant to the foregoing provisions of this Section, the Holder of any Bond Outstanding hereunder or any retiring Fiduciary may apply to any court of competent jurisdiction to appoint a successor Fiduciary. Such court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Fiduciary. Any Fiduciary hereafter appointed, if not the Agency or its successor entity, shall be a bank or trust company authorized by law to exercise corporate trust powers and subject to examination by federal or state authority of good standing and having at the time of its appointment a combined capital and surplus aggregate not less than Fifty Million Dollars 50,000,000). END OF ARTICLE IV] 32 003-4430-4561/4/AMERICAS C-32 ARTICLE V EXECUTION OF INSTRUMENTS BY BONDHOLDERS AND PROOF OF OWNERSHIP OF BONDS SECTION 501. PROOF OF EXECUTION OF DOCUMENTS AND OWNERSHIP. a) Any request, direction, consent or other instrument in writing required by this Resolution to be signed or executed by Bondholders may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Bondholders in person or by their attorneys or legal representatives appointed by an instrument in writing. Proof of the execution of any such instrument and of the ownership of Bonds shall be sufficient for any purpose of this Resolution and shall be conclusive in favor of the Fiduciary with regard to any action taken by it under such instrument if made in the following manner: 1) The fact and date of the execution by any person of any such instrument may be proved by the verification of any officer in any jurisdiction who, by the laws thereof, has power to take affidavits within such jurisdiction, to the effect that such instrument was subscribed and sworn to before him, or by an affidavit of a witness to such execution. Where such execution is in behalf of a person other than an individual, such verification shall also constitute sufficient approval of the authority of the signor thereof. 2) The ownership of Bonds shall be proved by the registration books required to be maintained pursuant to the provisions of this Resolution. Nothing contained in this Article shall be construed as limiting the Fiduciary to such proof, it being intended that the Fiduciary may accept any other evidence of the matters herein stated which it may deem sufficient. b) If the Agency shall solicit from the Holders any request, direction, consent or other instrument in writing required or permitted by this Resolution to be signed or executed by the Holders, the Agency may, at its option, fix in advance a record date for determination of Holders entitled to give each request, direction, consent or other instrument, but the Authority shall have no obligation to do so. If such a record date is fixed, such request, direction, consent or other instrument may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Bonds have authorized or agreed or consented to such request, direction, consent or other instrument, and for that purpose the Bonds shall be computed as of such record date. c) Any request or consent of the Holder of any Bond shall bind every future Holder of the same Bond in respect of anything done by the Agency or any Fiduciary in pursuance of such request or consent. END OF ARTICLE V] 33 003-4430-4561/4/AMERICAS C-33 ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 601. MODIFICATION OR AMENDMENT. Except as otherwise provided in the second paragraph hereof, no adverse material modification or amendment of this Resolution, or of any resolution amendatory hereof or supplemental hereto, may be made without the consent in writing of (i) the Holders of more than fifty per centum (50%) in aggregate principal amount of the Bonds then Outstanding or (ii) in case less than all of the several Series of Bonds then Outstanding are affected by the modification or amendment, the Holders of more than fifty per centum (50%) in aggregate principal amount of the Bonds of each Series so affected and Outstanding at the time such consent is given; provided, however, that no modification or amendment shall permit a change in the maturity of such Bonds or a reduction in the rate of interest thereon, or affecting the promise of the Agency to pay the principal of and interest on the Bonds, as the same mature or become due, from the Pledged Funds, or reduce the percentage of Holders of Bonds required above for such modification or amendment, without the consent of the Holders of all the Bonds. For the purposes of this Section 601, to the extent any Series of Bonds is secured by a Credit Facility, then the consent of the issuer of the Credit Facility shall constitute the consent of the Holders of such Series. This Resolution may be amended, changed, modified and altered without the consent of the Holders of Bonds or any Credit Facility: a) to cure any ambiguity or formal defect or omission in this Resolution or in any supplemental resolutions or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein; or b) to grant to or confer upon the Bondholders any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Bondholders; or c) to add to the conditions, limitations and restrictions on the issuance of Bonds under the provisions of this Resolution, other conditions, limitations and restrictions thereafter to be observed; or d) to add to the covenants and agreements of the Agency in this Resolution other covenants and agreements thereafter to be observed by the Agency or to surrender any right or power herein reserved to or conferred upon the Agency; or e) to qualify the Bonds or any of the Bonds for registration under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended; or f) to qualify this Resolution as an "indenture" under the Trust Indenture Act of 1939, as amended; or 34 003-4430-4561/4/AMERICAS C-34 g) to make such changes as may be necessary to comply with the provisions of the Code relating to the exclusion of interest on Tax-Exempt Bonds from gross income thereunder; or h) to make such changes as may evidence the interest herein of an issuer of a Credit Facility that secures any Series of Bonds. The Agency shall cause a notice of a proposed supplemental resolution requiring the consent of Bondholders to be mailed, postage prepaid, to all Holders of Bonds then Outstanding at their addresses as they appear on the registration books. Such notice shall briefly set forth the nature of the proposed supplemental resolution and shall state that a copy thereof is on file at the office of the Agency for inspection by all Bondholders. The Agency shall not, however, be subject to any liability to any Bondholder by reason of its failure to mail the notice required by this Section, and any such failure shall not affect the validity of such supplemental resolution when consented to or approved as provided in this Section. Whenever, at any time after the date of the mailing of such notice, the Agency shall deliver to the Executive Director an instrument or instruments purporting to be executed by the Holders of at least a majority in aggregate principal amount of the Bonds then Outstanding, which instrument or instruments shall refer to the proposed supplemental resolutions described in such notice and shall specifically consent to and approve the adoption thereof, the Agency may adopt such supplemental resolutions in substantially such form without liability or responsibility to any Holder of any Bond, whether or not such Holder shall have consented thereto. It shall not be necessary for the consent of the Holders to approve the particular form of any proposed supplemental resolution, but it shall be sufficient if such consent shall approve the substance thereof. If the Holders of more than fifty per centum (50%) in aggregate principal amount of the Bonds of all Series affected and Outstanding at the time of the adoption of such supplemental resolution shall have consented to and approved the adoption thereof as herein provided, no Holder shall have any right to object to the adoption of such supplemental resolution, or to object to any of the terms and provisions therein contained, or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the Agency from adopting the same or from taking any action pursuant to the provisions thereof The consent of the Holders of any additional Series of Bonds to be issued hereunder shall be deemed given if the underwriters or initial Underwriters 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. SECTION 602. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions of this Resolution should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the 35 003-4430-4561/4/AMERICAS C-35 remaining covenants, agreements or provisions, and shall in no way affect the validity of any of the other provisions of this Resolution or of the Bonds issued hereunder. SECTION 603. UNCLAIMED MONEY. Notwithstanding any provisions of this Resolution, any money held by any Fiduciary for the payment of the principal or redemption price of, or interest on, any Bonds and remaining unclaimed for five (5) years after the principal of all of the Bonds has become due and payable (whether at maturity or upon call for redemption), if such money were so held at such date, or five (5) years after the date of deposit of such money if deposited after such date when all of the Bonds became due and payable, shall be repaid to the Agency free from the provisions of this Resolution, and all liability of the Fiduciary with respect to such money shall thereupon cease. SECTION 604. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS. In any case where the date of maturity of interest on or principal of the Bonds or the date fixed for redemption of any 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 and any redemption premium 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 the date fixed for redemption, and no interest shall accrue for the period after such date of maturity or redemption. SECTION 605. CONTROLLING LAW; MEMBERS OF GOVERNING BODY OF AGENCY NOT LIABLE. The provisions of this Resolution shall be governed by, and interpreted in accordance with, the laws of the State. All covenants, stipulations, obligations and agreements of the Agency contained in this Resolution shall be deemed to be covenants, stipulations, obligations and agreements of the Agency to the full extent authorized by the Act and provided by the Constitution and laws of the State. No covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, agent or employee of the Commission or the Agency in his individual capacity, and neither the members of the Commission nor any official executing the Bonds shall be liable personally on the Bonds or this Resolution or shall be subject to any personal liability or accountability by reason of the issuance or the execution by the Commission or such members thereof. SECTION 606. FURTHER AUTHORIZATIONS. The Chairperson, the Executive Director and such other officers, employees and staff members of the Agency as may be designated by the Chairperson and the Executive Director or either of them are each designated as agents of the Agency in connection with the issuance and delivery of the Bonds and are authorized and empowered, collectively or individually, to take all action and steps and to execute all instruments, documents and contracts on behalf of the Agency, that are necessary or desirable in connection with the execution and delivery of the Bonds, and which are not inconsistent with the terms and provisions of this Resolution. SECTION 607. HEADINGS FOR CONVENIENCE ONLY. Any headings preceding the texts of the several articles and sections hereof shall be solely for convenience of reference 36 003-4430-4561/4/AMERICAS C-36 and shall not constitute a part of this Resolution, nor shall they affect its meaning, construction or effect. SECTION 608. TIME OF TAKING EFFECT. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this /y day &Ober , 2015. 4441\\ . tirehairperson INCORP ORATED: Attest: CH 26 4-j/ c V`Szcr Secretary APPROVED AS TO FORM & LANGUAGE R rXECUTION C7Nol-Uifi q as 15 Redevelopment Agency Rje Date General Counsel 37 003-4430-4561/4/AMERICAS C-37 EXHIBIT A SERIES 2015 REDEVELOPMENT PROJECT 1. Renovation and expansion of the Miami Beach Convention Center to modernize and upgrade the Convention Center facility and areas in the vicinity of the Convention Center, including but not limited to creation of a new public park and related facilities, restoration of the Carl Fisher Clubhouse and Collins Canal seawall, and streetscape, landscape and other infrastructure improvements. 2. Renovation of the Bass Museum to increase programmable space at the facility. 3. Improvements to 17[ Street, Drexel Avenue, Pennsylvania Avenue and Meridian Avenue to enhance the pedestrian experience between the Miami Beach Convention Center and Lincoln Road. 4. Improvements to Lincoln Road from Washington Avenue to Lenox Avenue. A-l 003-4430-4561/4/A M ERI CAS C-38 EXHIBIT B BOND FORM No. R-_ $ UNITED STATES OF AMERICA STATE OF FLORIDA MIAMI BEACH REDEVELOPMENT AGENCY TAX INCREMENT REVENUE BOND, SERIES _____ (CITY CENTER/HISTORIC CONVENTION VILLAGE) Date of Interest Rate Maturity Date Original Issuance CUSIP REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS KNOW ALL MEN BY THESE PRESENTS that the Miami Beach Redevelopment Agency (the "Agency"), for value received, hereby promises to pay to the registered owner specified above, or registered assigns, on the date specified above, but solely from the sources hereinafter mentioned, upon presentation and surrender hereof at the designated corporate trust office of ^_________ .^^_____ , as paying agent (said bank and/or any bank or trust company to become successor paying agent being herein called the "Paying Agent"), the principal sum specified above with interest thereon at the rate per annum specified above, payable on the first day of ______^__ and of each year, commencing on . Principal of this Bond is payable at the office of the Paying Agent in lawful money of the United States of America. Interest on this Bond is payable by check or draft of the Paying Agent made payable to the registered owner as its name and address shall appear on the registry books of ___ ___ » as Registrar (said bank and any successor Registrar being herein called the "Registrar") at the close of business on the fifteenth day of the calendar month preceding each interest payment date (the "Regular Record Date"); provided, however, that (i) if ownership of the Bonds is maintained in a book-entry only system by a securities depository, such payment may be made by automatic funds transfer (wire) to such securities depository of its nominee or (ii) if such Bonds are not maintained in a book-entry only system by a securities depository, upon written request of the Holder of $1,000,000 or more in principal amount of Bonds, such payments may be made by wire transfer to the bank and bank account specified in writing by such Holder (such bank being a bank within the continental United States), if such Holder has advanced to the Paying Agent the amount necessary to pay the cost of such wire transfer or authorized the Paying Agent to deduct the cost of such wire transfer from the payment due such Holder. Any interest not B-l 003-4430-4561/4/AM ERICAS C-39 punctually paid on an interest payment date shall forthwith cease to be payable to the registered owner on the Regular Record Date and may be paid to the registered owner as of the close of business on a special record date for the payment of such defaulted interest to be fixed by the Paying Agent, notice whereof shall be given not less than 10 days prior to such special record date to the registered owners. Such interest shall be payable from the most recent interest payment date next preceding the date of authentication to which interest has been paid, unless the date of authentication is an 1 or 1 to which interest has been paid, in which case from the date of authentication, or unless the date of authentication is prior to , 20 in which case from , 20 , or unless the date of authentication is between a Regular Record Date and the next succeeding interest payment date, in which case from such interest payment date. This Bond is one of an authorized issue of Bonds of the Agency designated as its "Tax Increment Revenue Bonds, Series (City Center/Historic Convention Village)" (herein called the "Bonds"), in the aggregate principal amount of Dollars ($_ ) of like date, tenor, and effect, except as to number, date of maturity and interest rate, issued for the purpose of ___^^__^_______^___^________ under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 163, Part III, Florida Statutes, as amended from time to time, and other applicable provisions of law, and a resolution duly adopted by the Agency on , 2015 (hereinafter referred to as the "Resolution") and is subject to all the terms and conditions of the Resolution. This Bond is payable solely from and secured by a first lien on and pledge of the Trust Fund Revenues (as defined in the Resolution) collected by the Agency pursuant to Section 163.387, Florida Statutes, as amended, and all moneys held in certain funds and accounts established under the Resolution (collectively, the "Pledged Funds"), all in the manner provided in the Resolution. Neither the Agency, the City, Miami-Dade County, Florida (the "County"), the State of Florida (the "State") nor any of its political subdivisions is obligated to pay this Bond or the interest hereon except from the Pledged Funds pledged thereto and neither the faith and credit nor the taxing power of the City, the County, the State or any of its political subdivisions is pledged to the payment of the principal of, or the interest on, this Bond. This Bond does not constitute an indebtedness of the Agency, the City, the County, the State or any political subdivision thereof within the meaning of any constitutional, statutory or other provision or limitation and it is expressly agreed by the Holder of this Bond that such Holder shall never have the right to require or compel the exercise of the ad valorem taxing power of the City, the County, the State or any political subdivision thereof or taxation in any form on any real or personal property therein, for the payment of the principal of and interest on this Bond and other payments provided for in the Resolution. It is further agreed between the Agency and the Holder of this Bond that this Bond and the obligation evidenced thereby shall not constitute a lien upon property owned by or situated within the corporate territory of the Agency or the City, but shall constitute a lien only on the Pledged Funds, all in the manner provided in the Resolution. Under the provisions of Section 163.387, Florida Statutes, as amended, the City and the County have established the City Center/Historic Convention Village Redevelopment and B-2 003-4430-4561/4/AM ERICAS C-40 Revitalization Trust Fund into which the County and the City have agreed to deposit on an annual basis their respective portions of the Trust Fund Revenues (as defined in the Resolution) for so long as the Bonds are outstanding. The Agency in the Resolution has established the Miami Beach Redevelopment Agency Sinking Fund (City Center/Historic Convention Village) and certain accounts therein and covenanted to deposit into said Sinking Fund and accounts therein solely from the Pledged Funds moneys to provide for the timely payment of principal of and interest on the Bonds and to create a reserve therefor, all to the extent and in the manner provided in the Resolution. Reference is hereby made to the Resolution for the specific provisions governing the Bonds. [Insert Redemption Provisions] Additional parity bonds may be issued by the Agency from time to time upon the conditions and within the limitations and in the manner provided in the Resolution. The original registered owner, and each successive registered owner of this Bond shall be conclusively deemed to have agreed and consented to the following terms and conditions: 1. The Registrar shall keep books for the registration of Bonds and for the registration of transfers of Bonds as provided in the Resolution. The Bonds shall be transferable by the registered owner thereof in person or by his attorney duly authorized in writing only upon the books of the Agency kept by the Registrar and only upon surrender hereof together with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or his duly authorized attorney. Upon the transfer of any such Bond, the Agency shall issue in the name of the transferee a new Bond or Bonds. 2. The Agency, the Registrar and the Paying Agent may deem and treat the person in whose name any Bond shall be registered upon the books kept by the Registrar as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Bond as the same becomes due, and for all other purposes. All such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the Agency, the Paying Agent, nor the Registrar shall be affected by any notice to the contrary. 3. At the option of the registered owner thereof and upon surrender hereof at the designated corporate trust office of the Registrar with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or his duly authorized attorney and upon payment by such registered owner of any charges which the Registrar or the Agency may make as provided in the Resolution, the Bonds may be exchanged for Bonds of the same series and maturity of any other authorized denominations. 4. hi all cases in which the privilege of exchanging Bonds or transferring Bonds is exercised, the Agency shall execute and the Registrar shall authenticate and deliver Bonds in accordance with the provisions of the Resolution. There shall be no charge for any such exchange or transfer of Bonds, but the Agency or the Registrar may require payment of a sum sufficient to pay any tax, fee or other governmental charge required to be paid with respect to B-3 003-4430-4561/4/AM ERICAS C-41 such exchange or transfer. Neither the Agency nor the Registrar shall be required (a) to transfer or exchange Bonds for a period of 15 days next preceding an interest payment date on such Bonds or next preceding any selection of Bonds to be redeemed or thereafter until after the mailing of any notice of redemption; or (b) to transfer or exchange any Bonds called for redemption. It is hereby certified and recited that all acts, conditions and things required to exist, to happen, and to be performed, precedent to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, and that the issuance of this Bond, and of the issue of Bonds of which this Bond is one, is in full compliance with all constitutional, statutory or charter limitations or provisions. IN WITNESS WHEREOF, the Miami Beach Redevelopment Agency has caused this Bond to be signed by its Chairperson, either manually or with his facsimile signature, and the seal of the Miami Beach Redevelopment Agency or a facsimile thereof to be affixed hereto or imprinted or reproduced hereon, and attested by its Secretary, either manually or with his facsimile signature. MIAMI BEACH REDEVELOPMENT AGENCY (SEAL) By: __ Chairperson Attest: Secretary B-4 003-113 0-45 61/4/A M E RI CAS C-42 CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds delivered pursuant to the within mentioned Resolution. Date of Authentication: as Registrar By: Authorized Signatory B-5 00 3-44 30-4561/4/AM ERICAS C-43 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws, or regulations. TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with the right of survivorship and not as tenants in common UNIFORM GIFT MIN ACT - Custodian for (Gust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto ______________________ the within Bond, and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the said Bond on the bond register, with full power of substitution in the premises. Dated: Please insert Social Security or other identifying number of transferee: Signature guaranteed: NOTICE: The transferor's signature to this Assignment must correspond with the name as it appears on the face of the within Bond in every particular without alteration or any change whatever. B-6 003-4430-4561/4/AM ERICAS C-44 RESOLUTION 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 C-45 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 C-46 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 C-47 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 C-48 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 C-49 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 C-50 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 C-51 [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX D Proposed Form of Opinion of Bond Counsel [THIS PAGE INTENTIONALLY LEFT BLANK] 1104641798\3\AMERICAS APPENDIX D PROPOSED FORM OF OPINION OF BOND COUNSEL _________________, 2025 To: Chairperson and Members of the Miami Beach Redevelopment Agency Miami Beach, Florida We have served as bond counsel to our client the Miami Beach Redevelopment Agency (the “Agency”) in connection with the issuance by the Agency of its $240,910,000 aggregate principal amount of Miami Beach Redevelopment Agency Tax Increment Revenue Refunding Bonds, Series 2025 (City Center/Historic Convention Village) (the “Series 2025 Bonds”), dated the date of this letter. The Series 2025 Bonds are issued pursuant to Resolution No. 619-2015 adopted by the Chairperson and Members of the Agency (the “Commission”) on October 14, 2015 (the “Original Resolution”), as supplemented by Resolution No. 708-2025 adopted by the Commission on May 21, 2025 (together with the Original Resolution, the “Bond Resolution”), and Resolution No. 2025-33681 adopted by the Mayor and City Commission of the City of Miami Beach, Florida on May 21, 2025. Capitalized terms not otherwise defined in this letter are used as defined in the Bond Resolution. In our capacity as bond counsel, we have examined the transcript of proceedings relating to the issuance of the Series 2025 Bonds, a copy of the signed and authenticated Series 2025 Bond of the first maturity, the Bond Resolution and such other documents, matters and law as we deem necessary to render the opinions set forth in this letter. Based on that examination and subject to the limitations stated below, we are of the opinion that under existing law: 1. The Series 2025 Bonds and the Bond Resolution are valid and binding obligations of the Agency, enforceable in accordance with their respective terms. 2. The Series 2025 Bonds constitute special limited obligations of the Agency, and the principal of and interest on (collectively, “debt service”) the Series 2025 Bonds, together with debt service on any other obligation issued and outstanding on a parity with the Series 2025 Bonds as provided in the Original Resolution, are payable from and secured solely by the Pledged Funds. The Series 2025 Bonds D-1 __________________, 2025 Page 2 1104641798\3\AMERICAS do not represent or constitute a general obligation or a pledge of the faith and credit of the Agency, the State of Florida or any of its political subdivisions. The Agency has no taxing power. 3. 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, and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals. The Series 2025 Bonds and the income thereon are exempt from taxation under the laws of the State of Florida, except for estate taxes imposed by Chapter 198, Florida Statutes, as amended, and net income and franchise taxes imposed by Chapter 220, Florida Statutes, as amended. We express no opinion as to any other tax consequences regarding the Series 2025 Bonds. The opinions stated above are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. In rendering all such opinions, we assume, without independent verification, and rely upon (i) the accuracy of the factual matters represented, warranted or certified in the proceedings and documents we have examined and (ii) the due and legal authorization, execution and delivery of those documents by, and the valid, binding and enforceable nature of those documents upon, any parties other than the Agency. In rendering those opinions with respect to treatment of the interest on the Series 2025 Bonds under the federal tax laws, we further assume and rely upon compliance with the covenants in the proceedings and documents we have examined, including those of the Agency. Failure to comply with certain of those covenants subsequent to issuance of the Series 2025 Bonds may cause interest on the Series 2025 Bonds to be included in gross income for federal income tax purposes retroactively to their date of issuance. The rights of the owners of the Series 2025 Bonds and the enforceability of the Series 2025 Bonds and the Bond Resolution are subject to bankruptcy, insolvency, arrangement, fraudulent conveyance or transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion, and to limitations on legal remedies against public entities. No opinions other than those expressly stated herein are implied or shall be inferred as a result of anything contained in or omitted from this letter. The opinions expressed in this letter are stated only as of the time of its delivery, and we disclaim any obligation to revise or supplement this letter thereafter. Our engagement as bond counsel in connection with the original issuance and delivery of the Series 2025 Bonds is concluded upon delivery of this letter. Respectfully submitted, D-2 APPENDIX E Proposed Form of Opinion of Disclosure Counsel [THIS PAGE INTENTIONALLY LEFT BLANK] Date of Delivery Chairperson and Board of Commissioners Miami Beach Redevelopment Agency 1700 Convention Center Drive Miami Beach, Florida 33139 $240,910,000 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 $240,910,000 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 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. 708- 2025 adopted by the Commission on May 21, 2025, and by Resolution No. 2025-33681 adopted by the Mayor and City Commission of the City of Miami Beach, Florida on May 21, 2025, as described in the Preliminary Official Statement dated June 27, 2025 relating to the Series 2025 Bonds (the “Preliminary Official Statement”) and in the Official Statement dated July 9, 2025 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 are 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 E-1 Chairperson and Board of Commissioners Miami Beach Redevelopment Agency Date of Delivery Page 2 _____________________________ Statement, we are 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 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 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended), as of its date, and the Official Statement, as of its date and as of the date hereof (except for the financial, statistical and demographic data and information in the Preliminary Official Statement and the Official Statement, including, without limitation, the appendices thereto, the information relating to DTC, its operations and the book-entry only system, the Insurer and the Policy, and the information under the caption “UNDERWRITING,” as to which no opinion is expressed), contains an untrue statement of a material fact or omits to state a material fact that is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. In reaching the conclusions expressed herein we have, with your concurrence, assumed and relied on, without independent verification, the genuineness and authenticity of all signatures not witnessed by us, the authenticity of all documents, records, instruments and letters submitted to us as originals, the conformity to originals of all items submitted to us as certified or photostatic copies, the legal capacity and authority of the persons who executed such items, the accuracy of all warranties, representations and statements of fact contained in the documents and instruments submitted to us, and the continuing accuracy on this date of any certificates or other items supplied to us regarding the matters addressed herein. As to questions of fact material to our opinions, we have relied upon and assumed the correctness of the public records and certificates by, and representations of, public officials and other officers, and representatives of the parties to this transaction. We have no actual knowledge of any factual information that would lead us to form a legal opinion that the public records or certificates which we have relied upon contain any untrue statement of a material fact. The opinions expressed herein are based upon existing law as of the date hereof and we express no opinion herein as of any subsequent date or with respect to any pending legislation. We assume no obligation to supplement this opinion if any applicable laws change after the date hereof or if we become aware of any facts that might change the opinions expressed herein after the date hereof. The opinions expressed herein represent our professional judgment, are not a guarantee of result, and are limited to the laws of the State of Florida and the United States of America. E-2 Chairperson and Board of Commissioners Miami Beach Redevelopment Agency Date of Delivery Page 3 _____________________________ 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 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 are limited to the matters set forth herein, and to the documents referred to herein, and do not extend to any other agreements, documents or instruments executed by the 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 [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX F Form of Disclosure Dissemination Agent Agreement [THIS PAGE INTENTIONALLY LEFT BLANK] 1102907174\3\AMERICAS DISCLOSURE DISSEMINATION AGENT AGREEMENT This Disclosure Dissemination Agent Agreement (the “Disclosure Agreement”), dated as of August 7, 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 15c2-12 of the United States Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time (the “Rule”). The services provided under this Disclosure Agreement solely relate to the execution of instructions received from the Issuer through use of the DAC system and do not constitute “advice” within the meaning of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”). DAC will not provide any advice or recommendation to the Issuer or anyone on the Issuer’s behalf regarding the “issuance of municipal securities” or any “municipal financial product” as defined in the Act and nothing in this Disclosure Agreement shall be interpreted to the contrary. SECTION 1. Definitions. Capitalized terms not otherwise defined in this Disclosure Agreement shall have the meaning assigned in the Rule or, to the extent not in conflict with the Rule, in the Official Statement (hereinafter defined). The capitalized terms shall have the following meanings: “Annual Filing Date” means the date, set in Sections 2(a) and 2(f), by which the Annual Report is to be filed with the MSRB. “Annual Financial Information” means annual financial information as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 3(a) of this Disclosure Agreement. “Annual Report” means an Annual Report described in and consistent with Section 3 of this Disclosure Agreement. “Audited Financial Statements” means the financial statements (if any) of the Issuer for the prior Fiscal Year, certified by an independent auditor as prepared in accordance with generally accepted accounting principles or otherwise, as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 3(b) of this Disclosure Agreement. “Bonds” means the bonds as listed on the attached Exhibit A, with the 9-digit CUSIP numbers relating thereto. “Certification” means a written certification of compliance signed by the Disclosure Representative stating that the Annual Report, Audited Financial Statements, Voluntary Report, Notice Event notice or Failure to File Event notice delivered to the Disclosure Dissemination Agent is the Annual Report, Audited Financial Statements, Voluntary Report, Notice Event notice or Failure to File Event notice required to be submitted to the MSRB under this Disclosure Agreement. A Certification shall accompany each such document submitted to the Disclosure Dissemination Agent by the Issuer and include the full name of the Bonds and the 9-digit CUSIP numbers for all Bonds to which the document applies. F-1 2 1102907174\3\AMERICAS “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)(1) of the Securities Exchange Act of 1934. “Notice Event” means any of the events enumerated in paragraph (b)(5)(i)(C) of the Rule and listed in Section 4(a) of this Disclosure Agreement. “Obligated Person” means any person, including the Issuer, who is either generally or through an enterprise, fund, or account of such person committed by contract or other arrangement to support payment of all, or part of the obligations on the Bonds (other than providers of municipal bond insurance, letters of credit, or other liquidity facilities). F-2 3 1102907174\3\AMERICAS “Official Statement” means that Official Statement prepared by the Issuer in connection with the Bonds. “Voluntary Report” means the information provided to the Disclosure Dissemination Agent by the Issuer pursuant to Section 7. SECTION 2. Provision of Annual Reports. (a) The Issuer shall provide, annually, an electronic copy of the Annual Report and Certification to the Disclosure Dissemination Agent, not later than thirty (30) days prior to the Annual Filing Date. Promptly upon receipt of an electronic copy of the Annual Report and the Certification, the Disclosure Dissemination Agent shall provide an Annual Report to the MSRB not later than two hundred forty (240) days after the end of each Fiscal Year, commencing with the Fiscal Year ending September 30, 2025. Such date and each anniversary thereof is the Annual Filing Date. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 3 of this Disclosure Agreement. (b) If on the fifteenth (15th) day prior to the Annual Filing Date, the Disclosure Dissemination Agent has not received a copy of the Annual Report and Certification, the Disclosure Dissemination Agent shall contact the Disclosure Representative by telephone and in writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the Annual Report pursuant to Section 2(a). Upon such reminder, the Disclosure Representative shall either (i) provide the Disclosure Dissemination Agent with an electronic copy of the Annual Report and the Certification no later than two (2) business days prior to the Annual Filing Date, or (ii) instruct the Disclosure Dissemination Agent in writing that the Issuer will not be able to file the Annual Report within the time required under this Disclosure Agreement, state the date by which the Annual Report for such year will be provided and instruct the Disclosure Dissemination Agent that a Failure to File Event has occurred and to immediately send a notice to the MSRB in substantially the form attached as Exhibit B. (c) If the Disclosure Dissemination Agent has not received an Annual Report and Certification by 10:00 a.m. Eastern time on the Annual Filing Date (or, if such Annual Filing Date falls on a Saturday, Sunday or holiday, then the first business day thereafter) for the Annual Report, a Failure to File Event shall have occurred and the Issuer irrevocably directs the Disclosure Dissemination Agent to immediately send a 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: F-3 4 1102907174\3\AMERICAS (i) verify the filing specifications of the MSRB each year prior to the Annual Filing Date; (ii) upon receipt, promptly file each Annual Report received under Sections 2(a) and 2(b) with the MSRB; (iii) upon receipt, promptly file each of the unaudited financial statements and each of the Audited Financial Statements received under Section 2(d) with the MSRB; (iv) upon receipt, promptly file the text of each Notice Event received under Sections 4(a) and 4(b)(ii) with the MSRB, identifying the Notice Event as instructed by the Issuer pursuant to Section 4(a) or 4(b)(ii) (being any of the categories set forth below) when filing pursuant to Section 4(c) of this Disclosure Agreement indicated: 1. “Principal and interest payment delinquencies;” 2. “Non-Payment related defaults, if material;” 3. “Unscheduled draws on debt service reserves reflecting financial difficulties;” 4. “Unscheduled draws on credit enhancements reflecting financial difficulties;” 5. “Substitution of credit or liquidity providers, or their failure to perform;” 6. “Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security;” 7. “Modifications to rights of Bond Holders, if material;” 8. “Bond calls, if material, and tender offers;” 9. “Defeasances;” 10. “Release, substitution, or sale of property securing repayment of the securities, if material;” 11. “Rating changes;” 12. “Bankruptcy, insolvency, receivership or similar event of the Obligated Person;” 13. “The consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of the Obligated Person, other than in the ordinary course of business, the entry into F-4 5 1102907174\3\AMERICAS a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;” 14. “Appointment of a successor or additional trustee or the change of name of a trustee, if material;” 15. “Incurrence of a financial obligation of an Obligated Person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of an Obligated Person, any of which affect Bond Holders, if material;” and 16. “Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of an Obligated Person, any of which reflect financial difficulties.” (v) upon receipt (or irrevocable direction pursuant to Section 2(c) of this Disclosure Agreement, as applicable), promptly file a completed copy of Exhibit B to this Disclosure Agreement with the MSRB, identifying the filing as “Failure to provide annual information as required” when filing pursuant to Section 2(b)(ii) or Section 2(c) of this Disclosure Agreement; (vi) upon receipt, promptly file the text of each Voluntary Report received under Section 7 with the MSRB; and (vii) provide the Issuer evidence of the filings of each of the above when made, which shall be by means of the DAC system, for so long as DAC is the Disclosure Dissemination Agent under this Disclosure Agreement. (f) The Issuer may adjust the Annual Filing Date upon change of its Fiscal Year by providing written notice of such change and the new Annual Filing Date to the Disclosure Dissemination Agent and the MSRB, provided that the period between the existing Annual Filing Date and new Annual Filing Date shall not exceed one year. (g) Any Information received by the Disclosure Dissemination Agent before 6:00 p.m. Eastern time on any business day that it is required to file with the MSRB pursuant to the terms of this Disclosure Agreement and that is accompanied by a Certification and all other information required by the terms of this Disclosure Agreement will be filed by the Disclosure Dissemination Agent with the MSRB no later than 11:59 p.m. Eastern time on the same business day; provided, however, the Disclosure Dissemination Agent shall have no liability for any delay in filing with the MSRB if such delay is caused by a Force Majeure Event, provided that the Disclosure Dissemination Agent uses reasonable efforts to make any such filing as soon as possible. SECTION 3. Content of Annual Reports. (a) Each Annual Report shall contain the following Annual Financial Information 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 F-5 6 1102907174\3\AMERICAS 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 2(d). Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues with respect to which the Issuer is an Obligated Person, which have been previously filed with the Securities and Exchange Commission or available to the public on the MSRB Internet Website. If the document incorporated by reference is a final official statement, it must be available from the MSRB. The Issuer will clearly identify each such document so incorporated by reference. Any Annual Financial Information containing modified operating data or financial information is required to explain, in narrative form, the reasons for the modification and the impact of the change in the type of operating data or financial information being provided. SECTION 4. Reporting of Notice Events. (a) The occurrence of any of the following events with respect to the Bonds constitutes a Notice Event: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults, if material; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements relating to the Bonds reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; 7. Modifications to rights of Bond Holders, if material; 8. Bond calls, if material, and tender offers; 9. Defeasances; F-6 7 1102907174\3\AMERICAS 10. Release, substitution, or sale of property securing repayment of the Bonds, if material; 11. Rating changes on the Bonds; 12. Bankruptcy, insolvency, receivership or similar event of the Obligated Person; Note: for the purposes of the event identified in this subsection 4(a)(12), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated Person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated Person. 13. The consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of the Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; 14. Appointment of a successor or additional trustee or the change of name of a trustee, if material; 15. Incurrence of a financial obligation of an Obligated Person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of an Obligated Person, any of which affect Bond Holders, if material; and 16. Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of an Obligated Person, any of which reflect financial difficulties. The Issuer shall, in a timely manner not in excess of ten (10) business days after its occurrence, notify the Disclosure Dissemination Agent in writing of the occurrence of a Notice Event. Such notice shall instruct the Disclosure Dissemination Agent to report the occurrence pursuant to subsection (c) of this Section 4 and shall be accompanied by a Certification. Such notice or Certification shall identify the Notice Event that has occurred (which shall be any of the categories set forth in Section 2(e)(iv) of this Disclosure Agreement), include the text of the disclosure that the Issuer desires to make, contain the written authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such information, and identify the date the Issuer desires for the Disclosure Dissemination Agent to disseminate the information (provided that such date is not later than the tenth (10th) business day after the occurrence of the Notice Event). (b) The Disclosure Dissemination Agent is under no obligation to notify the Issuer or the Disclosure Representative of an event that may constitute a Notice Event. In the event the Disclosure Dissemination Agent so notifies the Disclosure Representative, the Disclosure F-7 8 1102907174\3\AMERICAS Representative will within two business days of receipt of such notice (but in any event not later than the tenth (10th) business day after the occurrence of the Notice Event, if the Issuer determines that a Notice Event has occurred), instruct the Disclosure Dissemination Agent that (i) a Notice Event has not occurred and no filing is to be made or (ii) a Notice Event has occurred and the Disclosure Dissemination Agent is to report the occurrence pursuant to Section 4(c), together with a Certification. Such notice or Certification shall identify the Notice Event that has occurred (which shall be any of the categories set forth in Section 2(e)(iv) of this Disclosure Agreement), include the text of the disclosure that the Issuer desires to make, contain the written authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such information, and identify the date the Issuer desires for the Disclosure Dissemination Agent to disseminate the information (provided that such date is not later than the tenth (10th) business day after the occurrence of the Notice Event). (c) If the Disclosure Dissemination Agent has been instructed by the Issuer as prescribed in subsection (a) or (b)(ii) of this Section 4 to report the occurrence of a Notice Event, the Disclosure Dissemination Agent shall promptly file a notice of such occurrence with the MSRB in accordance with Section 2(e)(iv) hereof. SECTION 5. CUSIP Numbers. Whenever providing information to the Disclosure Dissemination Agent, including but not limited to Annual Reports, documents incorporated by reference to the Annual Reports, Audited Financial Statements, notices of Notice Events, Failure to File Events and Voluntary Reports filed pursuant to Section 7(a), the Issuer shall indicate the full name of the Bonds and the 9-digit CUSIP numbers for the Bonds as to which the provided information relates. SECTION 6. Additional Disclosure Obligations. The Issuer acknowledges and understands that other state and federal laws, including but not limited to the Securities Act of 1933 and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, may apply to the Issuer, and that the failure of the Disclosure Dissemination Agent to so advise the Issuer shall not constitute a breach by the Disclosure Dissemination Agent of any of its duties and responsibilities under this Disclosure Agreement. The Issuer acknowledges and understands that the duties of the Disclosure Dissemination Agent relate exclusively to execution of the mechanical tasks of disseminating information as described in this Disclosure Agreement. SECTION 7. Voluntary Reports. (a) The Issuer may instruct the Disclosure Dissemination Agent to file information with the MSRB, from time to time pursuant to a Certification of the Disclosure Representative accompanying such information (a “Voluntary Report”). (b) Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information through the Disclosure Dissemination Agent using the means of dissemination set forth in this Disclosure Agreement or including any other information in any Annual Report, Audited Financial Statements, Voluntary Report, Notice Event notice or Failure to File Event notice, in addition to that required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Report, Audited Financial Statements, Voluntary Report, Notice Event notice, or Failure to File Event notice in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have F-8 9 1102907174\3\AMERICAS no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report, Audited Financial Statements, Voluntary Report, Notice Event notice or Failure to File Event notice. SECTION 8. Termination of Reporting Obligation. The obligations of the Issuer and the Disclosure Dissemination Agent under this Disclosure Agreement shall terminate with respect to the Bonds upon the legal defeasance, prior redemption or payment in full of all of the Bonds, when the Issuer is no longer an Obligated Person with respect to the Bonds, or upon delivery by the Disclosure Representative to the Disclosure Dissemination Agent of an opinion of nationally recognized bond counsel to the effect that continuing disclosure is no longer required. SECTION 9. Disclosure Dissemination Agent. The Issuer has appointed Digital Assurance Certification LLC as exclusive Disclosure Dissemination Agent under this Disclosure Agreement. The Issuer may, upon thirty (30) days prior written notice to the Disclosure Dissemination Agent, replace or appoint a successor Disclosure Dissemination Agent. Upon termination of DAC’s services as Disclosure Dissemination Agent, whether by notice of the Issuer or DAC, the Issuer agrees to appoint a successor Disclosure Dissemination Agent or, alternately, agrees to assume all responsibilities of Disclosure Dissemination Agent under this Disclosure Agreement for the benefit of the Holders of the Bonds. Notwithstanding any replacement or appointment of a successor, the Issuer shall remain liable until payment in full for any and all sums owed and payable to the Disclosure Dissemination Agent. The Disclosure Dissemination Agent may resign at any time by providing thirty (30) days prior written notice to the Issuer. SECTION 10. Remedies in Event of Default. In the event of a failure of the Issuer or the Disclosure Dissemination Agent to comply with any provision of this Disclosure Agreement, any Holder’s rights to enforce the provisions of this Disclosure Agreement shall be limited solely to a right, by action in mandamus or for specific performance, to compel performance of the parties’ obligations under this Disclosure Agreement. Any failure by a party to perform in accordance with this Disclosure Agreement shall not constitute a default on the Bonds or under any other document relating to the Bonds, including the Resolution, and all rights and remedies shall be limited to those expressly stated herein. SECTION 11. Duties, Immunities and Liabilities of Disclosure Dissemination Agent. (a) The Disclosure Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement. The Disclosure Dissemination Agent’s obligation to deliver the information at the times and with the contents described herein shall be limited to the extent the Issuer has provided such information to the Disclosure Dissemination Agent as required by this Disclosure Agreement. The Disclosure Dissemination Agent shall have no duty with respect to the content of any disclosures or notice made pursuant to the terms hereof. The Disclosure Dissemination Agent shall have no duty or obligation to review or verify any Information or any other information, disclosures or notices provided to it by the Issuer and shall not be deemed to be acting in any fiduciary capacity for the Issuer, the Holders of the Bonds or any other party. The Disclosure Dissemination Agent shall have no responsibility for the Issuer’s failure to report to the Disclosure Dissemination Agent a Notice Event or a duty to determine the materiality thereof. The Disclosure Dissemination Agent shall have no duty to F-9 10 1102907174\3\AMERICAS 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; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Issuer and the Disclosure Dissemination Agent may amend this Disclosure Agreement and any provision of this Disclosure Agreement may be waived, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws acceptable to both the Issuer and the Disclosure Dissemination Agent to the effect that such amendment or waiver does not materially impair the interests of Holders of the Bonds and would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule; provided neither the Issuer nor the Disclosure Dissemination Agent shall be obligated to agree to any amendment modifying their respective duties or obligations without their consent thereto. Notwithstanding the preceding paragraph, the Disclosure Dissemination Agent shall have the right to adopt amendments to this Disclosure Agreement necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission from time to time by giving not less than twenty (20) days written notice of the intent to do so together with a copy of the proposed amendment to the Issuer. No such amendment shall become effective if the Issuer shall, within ten (10) days following the giving of such notice, send a notice to the Disclosure Dissemination Agent in writing that it objects to such amendment. SECTION 13. Sources of Payments; No Personal Liability. Notwithstanding anything to the contrary contained in this Disclosure Agreement, the Issuer shall be required to use only Trust Fund Revenues to pay any costs and expenses to be incurred in the performance of this Disclosure Agreement by it, and the performance of its obligations hereunder shall be subject to the availability of Trust Fund Revenues for that purpose. This Disclosure Agreement does not and shall not constitute a general obligation of the Issuer. No covenant, stipulation, obligation or agreement of the Issuer contained in this Disclosure Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future officer, agent or employee of the Issuer in other than that person’s official capacity. F-10 11 1102907174\3\AMERICAS SECTION 14. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Disclosure Dissemination Agent, the Underwriters, and the Holders from time to time of the Bonds, and shall create no rights in any other person or entity. SECTION 15. Governing Law. This Disclosure Agreement shall be governed by the laws of the State of Florida. SECTION 16. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. [Signature Page to Follow] F-11 12 1102907174\3\AMERICAS The Disclosure Dissemination Agent and the Issuer have caused this Disclosure Agreement to be executed, on the date first written above, by their respective officers duly authorized. DIGITAL ASSURANCE CERTIFICATION LLC, as Disclosure Dissemination Agent By: Name: Title: MIAMI BEACH REDEVELOPMENT AGENCY, as Issuer By: Eric Carpenter Executive Director F-12 A-1 1102907174\3\AMERICAS EXHIBIT A NAME AND CUSIP NUMBERS OF BONDS Name of Issuer: Miami Beach Redevelopment Agency Obligated Person: Miami Beach Redevelopment Agency Name of Bond Issue: Tax Increment Revenue Refunding Bonds, Series 2025 (City Center/Historic Convention Village) Date of Issuance: August 7, 2025 Date of Official Statement: July 9, 2025 CUSIP Numbers: 593237FS4 593237GC8 593237FT2 593237GD6 593237FU9 593237GE4 593237FV7 593237GF1 593237FW5 593237GG9 593237FX3 593237GH7 593237FY1 593237GJ3 593237FZ8 593237GK0 593237GA2 593237GL8 593237GB0 F-13 B-1 1102907174\3\AMERICAS EXHIBIT B NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT Issuer: Miami Beach Redevelopment Agency Obligated Person: Miami Beach Redevelopment Agency Name of Bond Issue: Tax Increment Revenue Refunding Bonds, Series 2025 (City Center/Historic Convention Village) Date of Issuance: August 7, 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 August 7, 2025, between the Issuer and Digital Assurance Certification, LLC, as Disclosure Dissemination Agent. The Issuer has notified the Disclosure Dissemination Agent that it anticipates that the Annual Report will be filed by _______________. Dated: _______________ Digital Assurance Certification LLC, as Disclosure Dissemination Agent, on behalf of the Issuer cc: Miami Beach Redevelopment Agency F-14 APPENDIX G Specimen Municipal Bond Insurance Policy [THIS PAGE INTENTIONALLY LEFT BLANK] SPECIMEN Form 500 (8/24) MUNICIPAL BOND INSURANCE POLICY ISSUER: BONDS: $ in aggregate principal amount of Policy No.: -N Effective Date: Premium: $ ASSURED GUARANTY INC. ("AG"), for consideration received, hereby UNCONDITIONALLY AND IRREVOCABLY agrees to pay to the trustee (the "Trustee") or paying agent (the "Paying Agent") (as set forth in the documentation providing for the issuance of and securing the Bonds) for the Bonds, for the benefit of the Owners or, at the election of AG, directly to each Owner, subject only to the terms of this Policy (which includes each endorsement hereto), that portion of the principal of and interest on the Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Issuer. On the later of the day on which such principal and interest becomes Due for Payment or the Business Day next following the Business Day on which AG shall have received Notice of Nonpayment, AG will disburse to or for the benefit of each Owner of a Bond the face amount of principal of and interest on the Bond that is then Due for Payment but is then unpaid by reason of Nonpayment by the Issuer, but only upon receipt by AG, in a form reasonably satisfactory to it, of (a) evidence of the Owner's right to receive payment of the principal or interest then Due for Payment and (b) evidence, including any appropriate instruments of assignment, that all of the Owner's rights with respect to payment of such principal or interest that is Due for Payment shall thereupon vest in AG. A Notice of Nonpayment will be deemed received on a given Business Day if it is received prior to 1:00 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 AG is incomplete, it shall be deemed not to have been received by AG for purposes of the preceding sentence and AG shall promptly so advise the Trustee, Paying Agent or Owner, as appropriate, who may submit an amended Notice of Nonpayment. Upon disbursement in respect of a Bond, AG shall become the owner of the Bond, any appurtenant coupon to the Bond or right to receipt of payment of principal of or interest on the Bond and shall be fully subrogated to the rights of the Owner, including the Owner's right to receive payments under the Bond, to the extent of any payment by AG hereunder. Payment by AG to the Trustee or Paying Agent for the benefit of the Owners shall, to the extent thereof, discharge the obligation of AG under this Policy. Except to the extent expressly modified by an endorsement hereto, the following terms shall have the meanings specified for all purposes of this Policy. "Business Day" means any day other than (a) a Saturday or Sunday or (b) a day on which banking institutions in the State of New York or the Insurer's Fiscal Agent are authorized or required by law or executive order to remain closed. "Due for Payment" means (a) when referring to the principal of a Bond, payable on the stated maturity date thereof or the date on which the same shall have been duly called for mandatory sinking fund redemption and does not refer to any earlier date on which payment is due by reason of call for redemption (other than by mandatory sinking fund redemption), acceleration or other advancement of maturity unless AG shall elect, in its sole discretion, to pay such principal due upon such acceleration together with any accrued interest to the date of acceleration and (b) when referring to interest on a Bond, payable on the stated date for payment of interest. "Nonpayment" means, in respect of a Bond, the failure of the Issuer to have provided sufficient funds to the Trustee or, if there is no Trustee, to the Paying Agent for payment in full of all principal and interest that is Due for Payment on such Bond. "Nonpayment" shall also include, in respect of a Bond, any payment of principal or interest that is Due for Payment made to an Owner by or on behalf of the Issuer which has been recovered from such Owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with a final, nonappealable order of a court having competent jurisdiction. "Notice" means telephonic or telecopied notice, subsequently confirmed in a signed writing, or written notice by registered or certified mail, from an Owner, the Trustee or the Paying Agent to AG which notice shall specify (a) the person or entity making the claim, (b) the Policy Number, (c) the claimed amount and (d) the date such claimed amount became Due for Payment. "Owner" means, in respect of a Bond, the person or entity who, at the time of Nonpayment, is entitled under the terms of such Bond to payment thereof, except that "Owner" shall not include the Issuer or any person or entity whose direct or indirect obligation constitutes the underlying security for the Bonds. G-1 SPECIMENPage 2 of 2 Policy No. -N AG may appoint a fiscal agent (the "Insurer's Fiscal Agent") for purposes of this Policy by giving written notice to the Trustee and the Paying Agent specifying the name and notice address of the Insurer's Fiscal Agent. From and after the date of receipt of such notice by the Trustee and the Paying Agent, (a) copies of all notices required to be delivered to AG pursuant to this Policy shall be simultaneously delivered to the Insurer's Fiscal Agent and to AG and shall not be deemed received until received by both and (b) all payments required to be made by AG under this Policy may be made directly by AG or by the Insurer's Fiscal Agent on behalf of AG. The Insurer's Fiscal Agent is the agent of AG only and the Insurer's Fiscal Agent shall in no event be liable to any Owner for any act of the Insurer's Fiscal Agent or any failure of AG to deposit or cause to be deposited sufficient funds to make payments due under this Policy. To the fullest extent permitted by applicable law, AG agrees not to assert, and hereby waives, only for the benefit of each Owner, all rights (whether by counterclaim, setoff or otherwise) and defenses (including, without limitation, the defense of fraud), whether acquired by subrogation, assignment or otherwise, to the extent that such rights and defenses may be available to AG to avoid payment of its obligations under this Policy in accordance with the express provisions of this Policy. This Policy sets forth in full the undertaking of AG, and shall not be modified, altered or affected by any other agreement or instrument, including any modification or amendment thereto. Except to the extent expressly modified by an endorsement hereto, (a) any premium paid in respect of this Policy is nonrefundable for any reason whatsoever, including payment, or provision being made for payment, of the Bonds prior to maturity and (b) this Policy may not be canceled or revoked. THIS POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW. In witness whereof, ASSURED GUARANTY INC. has caused this Policy to be executed on its behalf by its Authorized Officer. ASSURED GUARANTY INC. By Authorized Officer 1633 Broadway, New York, N.Y. 10019 Form 500 (8/24) (212) 974-0100 G-2 MIAMI BEACH REDEVELOPMENT AGENCY • TAx INCREMENT REVENuE REfuNDING BONDs, sERIEs 2025 (CITY CENTER/HIsTORIC CONVENTION VILLAGE)