Tab 10 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.
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"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 1513(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).
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"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:
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(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
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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
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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;
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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
Pelson;
Note: for the purposes of the event identified in this subsection 4(a)(12), the event is considered to
occur when any of the f0110141ing 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 stale
or federal law in which a court or governmental aiahor•ity has assunied_juris•diction over substantially all Qf
the assets or business of the Obligated Person, or if such jurisdiction has been assumed by leaving the
existing governmental body and officials or of in possession but subject to the supervision and orders
of a court or governmental authority, or the entry of cur order confirming a plan of reorganization,
arrangement or liquidation by a court or governmental author•iq� 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 (1 Oth) 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
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Representative will within two business days of receipt of such notice (but in any event not later
than the tenth (IOth) 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 tiled pursuant to Section 7(a), the Issuer shall indicate the
frill 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 IOb-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
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110290717413 WMERICAS
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, 1m1minities 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
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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.
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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.
[Signcaw-e Page to Follom]
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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
&—A,
By: _ _ _
Name: Brianna Steger
Title: Senior Vice President
MIAMI BEACH REDEVELOPMENT AGENCY,
as Issuer
By:
Eri Carpenter
Executive Director
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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 593237GFI
593237FW5 593237GG9
593237FX3 593237GH7
593237FYI 593237GJ3
593237FZ8 593237GKO
593237GA2 593237GL8
593237GBO
A-1
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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
B-1
11 02907174\3\AMERICAS