Tab 25 CERTIFICATE OF REGISTRAR AND PAYING AGENT
The undersigned, on behalf of U.S. Bank Trust Company, National Association,
Jacksonville, Florida, as Registrar and Paying Agent(the "Bank"), hereby certifies as follows:
1. The Bank has taken all appropriate action to accept, and has accepted the duties
and obligations as Registrar and Paying Agent for the $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") of the Miami Beach
Redevelopment Agency (the "Agency") issued under the provisions of Resolution No. 619-2015,
adopted by the Chairperson and the Members of the Agency (collectively, the "Commission") on
October 14, 2015 (the "Original Resolution") and 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"), and under the Agreement Regarding Bond Insurance dated
as of August 7, 2025 (the "Insurance Agreement") by and among the Agency, Assured Guaranty
Inc. ("AG")and the Bank.
2. The Bank is a national banking association duly organized, validly existing and in
good standing under the laws of the United States and is duly authorized to exercise trust powers
in the State of Florida.
3. The Series 2025 Bonds have been duly authenticated by the below-named officer
on behalf of the Bank.
4. The person named below has been duly appointed, is duly qualified and on this
date is the officer of the Bank holding the office set opposite his name and the signature
inscribed hereon is the genuine signature of said officer:
NAME TITLE SIGNATURE
Paul Henderson Assistant Vice President
5. Attached hereto as Exhibit A is a true and correct copy of the documentation
authorizing the officer of the Bank listed in paragraph 4 hereof to execute all documents
delivered in connection with the transactions contemplated by this certificate and to accept the
duties and obligations thereunder, which authorization is in accordance with the Bank's Charter
and Bylaws.
6. The Bank has all requisite authority, power, licenses, permits and franchises, and
has full corporate power and legal authority, to execute and perform its duties and obligations
under the Bond Resolution and the Insurance Agreement.
7. The acceptance and performance by the Bank of its duties and obligations under
the Bond Resolution and the Insurance Agreement will not result in any violation of the
organizational documents of the Bank, any court order to which the Bank is subject or any
agreement, indenture or other obligation or instrument to which the Bank is a party or by which
11 04780666\3 W M ER I CAS
the Bank is bound and no approval or other action by a governmental authority or agency having
supervisory authority over the Bank is required to be obtained by the Bank in order to perform its
duties and obligations under the Bond Resolution or the Insurance Agreement.
8. To the best of my knowledge. there is no action. suit, proceeding or investigation
at law or in equity before any court, public board or body pending or, to the knowledge of the
undersigned, threatened against or affecting, the Bank wherein an unfavorable decision, ruling or
Finding on an issue raised by any party thereto is likely to materially and adversely affect the
ability, of' the Bank to perform its obligations under the Bond Resolution or the Insurance
Agreement.
9. On the date hereof. the Bank, by order of the Agency, has delivered the Series
2025 Bonds to The Depository Trust Company, through the Fast Automated Securities Transfer
system, upon the order of Bof.A Securities, Inc., as representative of the underwriters of the
Series 2025 Bonds.
10. The Bank hereby acknowledges receipt of a municipal bond insurance policy
issued by AG guaranteeing payment of the principal of and interest on the Series 2025 Bonds.
Capitalized terms not defined herein shall have the meaning ascribed thereto in the Bond
Resolution.
1N WITNESS WHEREOF. I have hereunto sct mN hand this 7`r' day of August. 2025.
U.S. BANK TRUST COMPANY, NATIONAL.
ASSOCIATION, as Registrar and Paying Agent
Name:
Title:
7
1104780666MWERICAS
bank.
U.S. BANK TRUST COMPANY,NATIONAL ASSOCIATION
ASSISTANT SECRETARY'S CERTIFICATE
I,Natasha M. Barber, an Assistant Secretary of U.S. Bank Trust Company,National Association,
hereby certify that the following is a true and exact extract from the Bylaws of U.S. Bank Trust Company,
National Association, a national banking association organized under the laws of the United States (the
"Association").
Section 7.1. Execution of Instruments. All agreements, checks,drafts,orders, indentures,
notes, mortgages,deeds,conveyances,transfers, endorsements, assignments, certificates,
declarations, receipts,discharges, releases, satisfactions, settlements, petitions, schedules,
accounts,affidavits, bonds,undertakings, guarantees, proxies and other instruments or documents
may be signed, countersigned, executed,acknowledged,endorsed,verified,delivered or accepted
on behalf of the Association,whether in a fiduciary capacity or otherwise, by any officer of the
Association, or such employee or agent as may be designated from time to time by the Board by
resolution,or by the Chairman or the President by written instrument,which resolution or
instrument shall be certified as in effect by the Secretary or an Assistant Secretary of the
Association. The provisions of this section are supplementary to any other provision of the
Articles of Association or Bylaws.
I further certify that the following individuals have been appointed officers of the Association to
act under Section 7.1 of the Bylaws of the Association and that such authority is in full force and effect as
of the date hereof and have not been modified, amended or revoked.
James(David)Dever Senior Vice President Amanda Kumar Vice President
James J. Audette Vice President Allison A. Lancaster-Poole Vice President
Vicki B. Bellamy Vice President Sheryl L. Lear Vice President
Nancy C. Blodinger Vice President Felicia H. Powell Vice President
Elizabeth A. Boyd Vice President Ryan S. Riggleman Vice President
April L. Bright Vice President Mortimer(Dorsel)Robinson Vice President
Natalie R. Charles Vice President Eric T. Rodriguez Vice President
Mary(Lee)W. Daugherty Vice President Scott A. Schuhle Vice President
Leanne M. Duffy Vice President Joseph A. Schupler Vice President
Wallace L. Duke,Jr. Vice President Patty Ann Smith Vice President
Jack L. Ellerin Vice President Zacchaeus Buckner Jr. Asst. Vice President
Monique L.Green Vice President Mark C. Hallam Asst. Vice President
Shawna L. Hale Vice President Paul L. Henderson Asst. Vice President
Robert E. Hedgecock Vice President Chelsey B.Jordan Asst.Vice President
Connie M.Jaco Vice President Deborah J. Lamb Asst. Vice President
Gregory M.Jackson Vice President William Franklin(W. F.)Michie, III Asst. Vice President
Donald(Wally)Jones Vice President Melody M. Scott Asst. Vice President
Gregory N.Jordan Vice President Celeste Santos Officer
IN WITNESS WHEREOF, I have set my hand this 10`b day of March, 2025.
(No corporate seal) a �
Natasha M. Barber, Assistant Secretary
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