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HomeMy WebLinkAboutCRA-R-25-0076 Exhibit BEXHIBIT B PROPOSAL C- 1• Omni mil �► C R A City of Miami Community Redevelopment Agency (Omni CRA) Response to Request for Proposals Tax Increment Revenue Bond, Series 2026 (Taxable and Tax -Exempt) November 21, 2025 Submitted By: Morgan Stanley & Co. LLC 1200 South Pine Island Rd. Suite 800 Plantation, FL 33324 Morgan Stanley Morgan Stanley Larry Spring, City of Miami Community Redevelopment Agency CC: Sergio Masvidal, PFMFinancial Advisors LLC Pete Varona, PFM Financial Advisors LLC 1200 S. Pine Island Rd., Suite 800 Plantation, FL 33324 November 21, 2025 Dear Mr. Spring: On behalf of Morgan Stanley & Co. LLC ("Morgan Stanley" or the "Firm"), we are pleased to respond to the City of Miami Community Redevelopment Agency's (Omni CRA) (the "CRA") Request for Proposals for Tax Increment Revenue Bond, Series 2026. Included within is a term sheet with details of our proposal. Below, we highlight key elements of our proposal and examples of similar direct purchase transactions we have executed in Florida. Key Terms. Morgan Stanley proposes to purchase the full $150 million bond following the amortization schedule provided in the RFP (i.e. through September 1, 2047). Our direct purchases are priced transparently as a spread to MMD and feature a 10-year par call for future refunding optionality. They are structured as CUSIP securities with terms and features consistent with public market certificates, but without the requirement of an offering document, Appendix A -type disclosure, or marketing process. The Bonds are sold directly to Morgan Stanley through a bond purchase agreement and standard tax- exempt certificate documents. Morgan Stanley can be flexible as to when ratings are procured subject to credit diligence. Morgan Stanley has also provided a taxable loan term sheet (subject to certain limitations and loan conditions) that may become part of the CRA's financing requirements. Similar Transactions. Below, we outline three transactions involving Florida issuers that were directly purchased by Morgan Stanley, demonstrating our expertise and the strong performance of our direct purchase product. • $50,000,000 North Miami Community Redevelopment Agency's ("NMCRA") Redevelopment Revenue Bonds, Series 2024. Proceeds from the Bonds will be used to fund affordable housing, commercial, and mixed -use project improvements, as well as funding the debt service reserve fund requirement associated with the Bonds. Morgan Stanley's Municipal Structuring and Lending Group was able to provide the NMCRA with a streamlined execution, having served as a sole purchaser for the bonds, allowing the NMCRA to price without disclosure, offering documents, and a marketing process. The bonds were priced at agreed upon spreads to MMD, providing the CRA with full transparency on pricing levels relative to the tax-exempt market. • $38,270,000 City of Hialeah, Florida Utility System Revenue Bonds, Series 2022. Morgan Stanley was able to provide the City with a streamlined execution, having served as a sole purchaser for the refunding bonds, allowing the City to price without disclosure, offering documents, and a marketing process. While Morgan Stanley offered the ability to defer ratings up to two months post pricing, the City opted to procure its rating in advance of pricing. Morgan Stanley was able to purchase the bonds with one rating, an embedded 10-year par call, and no requirement for an offering document now or at any point in the future. • $67,765,000 School Board of Broward County, Certificates of Participation, Series 2022A. Proceeds of the Bonds were used to execute a forward direct purchase refunding. Morgan Stanley was awarded the mandate due to competitive and transparent pricing, flexibility with direct purchase terms, and ease of execution. We look forward to the opportunity to work with the CRA as the direct purchaser of the transaction. Please do not hesitate to contact any of us directly if you have questions. Sincerely, J.W. Howard Executive Director (954) 509-3532 James.Howard@ms.com Sandy Goldstein Executive Director (212) 761-2890 Sandy .Goldstein@ms. com Morgan Stanley Table of Contents Section 1 Term Sheet Appendix A Disclaimers Morgan Stanley Section 1 Term Sheet Morgan Stanley Morgan Stanley City of Miami Community Redevelopment Agency Direct Purchase of Bonds Preliminary Terms and Conditions for Purchase NOTE: This Term Sheet constitutes a brief summary of certain, but not all, transaction terms and conditions for discussion purposes only. The summary that follows is subject to all approvals and does not constitute an offer or commitment. Transaction Overview Issuer/Borrower Purchaser Description Security Proceeds Proposal Date Terms of Bonds and Fees Principal Amount of Bonds Pricing Date Closing Date Tax Status Amortization Optional Redemption Form of Security Coupons and MMD Spreads Debt Service Reserve Fund Credit Ratings' Rating Agencies' Official Statement' Continuing Disclosure' City of Miami Community Redevelopment Agency (the "CRA" or the "Agency") Morgan Stanley Bank, N.A. ("MSBNA") or an affiliate The Purchaser will purchase bonds of the Issuer (the "Bonds"). The Bonds will be sold by the Issuer and purchased by Purchaser pursuant to a direct purchase without an Official Statement The transaction contemplated herein will not be an underwriting and will not involve an offering of the Bonds to the public. The Purchaser will be acting as an investor and purchase the Bonds for its own investment portfolio, with no present intent to redistribute or resell Payment of principal and interest on the Series 2026 Bond is secured by a first lien on and pledge of the Pledged Revenues, consisting of Increment Revenues deposited into the Redevelopment Trust Fund pursuant to Section 163.387, Florida Statutes, together with all amounts on deposit in the Restricted Debt Service Reserve Account. The Series 2026 Bond will be issued on parity with the CRA's Tax Increment Revenue Note, Series 2018A, and Tax Increment Revenue Note, Taxable Series 2018B Proceeds of the Series 2026 Bond will be used to finance development and redevelopment projects within the bounds of the CRA, fund a deposit to the existing reserve fund, and pay costs of issuance November 21, 2025 Not to exceed $150,000,000 [January 14, 2026] [To be a mutually agreed upon date between Purchaser and Borrower] [Within 2 weeks of Pricing Date] [To be a mutually agreed upon date between Purchaser and Borrower] Tax-exempt (Non-AMT) See Schedule I 10 year par call DTC eligible security with CUSIPs in one or more series See Schedule I An amount equal to the lesser of (i) Maximum Annual Debt Service, (ii) 125% of Average Annual Debt Service, or (iii) 10% of par amount The Borrower will covenant to have an underlying rating of at least BBB on the Bonds publicly from at least one of the Rating Agencies within 30-60 days after the Pricing Date Moody's or S&P None required At or prior to the Closing Date, the Borrower shall enter into a Continuing Disclosure Agreement to provide annual financial information, material event notices, and an annual 'NOTE: This is an integral component for establishing the Coupons and MMD Spreads included in Schedule I. Please see the section titled `Pricing Considerations" below for additional detail. 1 Please see additional important information and qualifications at the end of this material. Morgan Stanley City of Miami Community Redevelopment Agency Direct Purchase of Bonds Preliminary Terms and Conditions for Purchase NOTE: This Term Sheet constitutes a brief summary of certain, but not all, transaction terms and conditions for discussion purposes only. The summary that follows is subject to all approvals and does not constitute an offer or commitment. Authorized Denominations''' Commitment Fee Terms and Covenants Transaction Documentation Conditions & Representations Covenants' Extraordinary Redemption Cost of Issuance Due Diligence Investor Letter Transfer Restrictions' Ancillary Business' Municipal Advisor Borrower certificate confirming compliance with the DSCR Test and attesting to Non - Impairment. As long as the Bonds are outstanding, the Continuing Disclosure Agreement shall be in full force and effect $100,000 0.250% of par, due on the Closing Date The Bonds will be issued under the same form of documentation used for comparable transactions and to be created for this series of Bonds, whether Resolution, Indenture, Interlocal Agreement, and/or supplements thereto ("Bond Documents"). The Bonds, the authorization documents, the Bond Purchase Agreement, a bond counsel opinion acceptable to the Purchaser, the Continuing Disclosure Agreement and the Bond Documents are herein collectively referred to as the "Transaction Documents." Within 30 days of the Closing Date, the Bond Documents and Bond Counsel Opinion shall be posted to EMMA (or another approved public medium) in a form acceptable to both the Borrower and the Purchaser. Customary for transactions of this nature, including but not limited to no material litigation or event of default The Borrower covenants to ensure that the increment revenues are equal to at least 1.50 times the maximum annual debt service on all debt obligations secured by the increment revenues ("DSCR Test") and will not take any action which would result in the increment revenues being less than 1.50 times the maximum annual debt service on all debt obligations secured by the increment revenues ("Non -Impairment") Any Extraordinary Redemption provision will have a redemption price of amortized value (purchase price less amortization of bond premium) Customary for a transaction of this nature, including but not limited to the costs of Borrower's counsel, Purchaser's Counsel, bond counsel, Borrower's financial advisor, bond trustee, master trustee, and Rating Agencies. To be paid for by the Borrower The Purchaser shall be given the opportunity to conduct due diligence of the Borrower prior to the Pricing Date. Any material non-public information related to the Borrower incurred during diligence and/or supplemental documentation required by the Purchaser shall be posted to EMMA (or another approved public medium) in a form acceptable to the Purchaser and reasonably agreed upon by the Purchaser and the Borrower. To be executed by the Purchaser prior to sale; no traveling Investor Letter shall be required No restriction on the sale of the Bonds No ancillary business will be required in conjunction with this proposal (a) The Purchaser is not recommending an action to you; (b) The Purchaser is not acting as an advisor to you and does not owe a fiduciary duty pursuant to Section 15B of the Exchange Act to you with respect to the information and material contained in this communication; (c) The Purchaser is acting for its own interests; (d) you should discuss any information and material contained in this communication with any and all internal or external advisors and experts that you deem appropriate before acting on this information or material. The information provided is for discussion purposes only in anticipation of entering into a direct purchase directly from you for the Purchaser's own account. The information contained herein is in anticipation of an arm's-length commercial transaction with the 2 $5, 000 denominations would result in tighter spreads, pricing available upon request. 3 NOTE: This is an integral component for establishing the Coupons and MMD Spreads included in Schedule I. Please see the section titled "Pricing Considerations" below for additional detail. 2 Please see additional important information and qualifications at the end of this material. Morgan Stanley City of Miami Community Redevelopment Agency Direct Purchase of Bonds Preliminary Terms and Conditions for Purchase NOTE: This Term Sheet constitutes a brief summary of certain, but not all, transaction terms and conditions for discussion purposes only. The summary that follows is subject to all approvals and does not constitute an offer or commitment. Pricing Considerations Confidentiality issuer, and as such, the Purchaser has financial and other interests that differ from those of the issuer and obligated persons. Any non -historical interest rates used herein are hypothetical and take into consideration conditions in today's market and other factual information such as the issuer's or obligated person's credit rating, geographic location and market sector. As such, these rates should not be viewed as rates that the Purchaser guarantees to achieve for the transaction should we purchase the bonds directly from the issuer. Any information about interest rates and terms for SLGS is based on current publicly available information and treasury or agency rates for open -market escrows are based on current market interest rates for these types of credits and should not be seen as costs or rates that the Purchaser guarantees to achieve for the transaction. The preliminary terms and conditions contemplated herein are based upon certain assumptions made on behalf of the Borrower with regards to the ability to have the Bonds rated, to comply with the continuing disclosure requirement and to permit the Bonds to trade in a format and price substantially similar to other parity obligations that presently exist in the marketplace. Considerations are subject to further due diligence, including but not limited to information requested on November 7, 2025, in accordance with the RFP. Should the facts and circumstances related to ratings, disclosure or the ability of the Bonds to trade at substantially similar prices to other similar investments in the marketplace change versus what is described herein, the pricing indicated herein will be revised in order to compensate the Purchaser for the change in the value of the investment This document is intended for the internal use of the recipient only and may not be distributed externally or reproduced for external distribution in any form without express written permission from Purchaser Counsel and Documents Acceptance of Terms The pricing indicated herein remains subject to market conditions until the Pricing Date. The proposal remains subject to additional due diligence and credit approval of the Purchaser Upon acceptance of the proposal by both the Borrower and the Purchaser, documentation will be created which will include these terms and conditions as well as warranties and covenants specific to this transaction. The contents herein provide an indication of terms and are not a contract, commitment, or intent to be bound Purchaser's Counsel Nabors, Giblin & Nickerson, P.A. Estimated Counsel Fee $40,000.00 Legal Fees The Borrower shall be responsible for all reasonable fees incurred by the Purchaser with respect to Purchaser's Counsel 3 Please see additional important information and qualifications at the end of this material. Morgan Stanley City of Miami Community Redevelopment Agency Direct Purchase of Bonds Preliminary Terms and Conditions for Purchase NOTE: This Term Sheet constitutes a brief summary of certain, but not all, transaction terms and conditions for discussion purposes only. The summary that follows is subject to all approvals and does not constitute an offer or commitment. Contacts Morgan Stanley & Co. LLC 1200 South Pine Island Road, Ste 800 Plantation, FL 33324 J.W. Howard Executive Director Phone: 954.509.3532 James.Howardgmorganstanley .com Morgan Stanley & Co. LLC 1585 Broadway, l lth Floor New York, NY 10036 Sandy Goldstein Executive Director Phone: 212.761.2890 Sandy . Goldsteingmorgan stanley .com Morgan Stanley & Co. LLC 1585 Broadway, l lth Floor New York, NY 10036 Susan Lee Vice President Phone: 212.761.1778 Susan. Leegmorganstanley.com Please see additional important information and qualifications at the end of this material. 4 Morgan Stanley City of Miami Community Redevelopment Agency Direct Purchase of Bonds Preliminary Terms and Conditions for Purchase NOTE: This Term Sheet constitutes a brief summary of certain, but not all, transaction terms and conditions for discussion purposes only. The summary that follows is subject to all approvals and does not constitute an offer or commitment. Schedule I Maturity Date Principal Amount* Coupons MMD as of 11.19.2025 Credit Spread (bps) Pricing Yield as of 11.19.2025 9/1/2027 1,875,000 5.00% 2.47% 90 3.37% 9/1/2028 0 5.00% 2.46% 95 3.41% 9/1/2029 0 5.00% 2.44% 100 3.44% 9/1/2030 1,720,000 5.00% 2.41% 105 3.46% 9/1/2031 3,120,000 5.00% 2.45% 108 3.53% 9/1/2032 6,125,000 5.00% 2.52% 110 3.62% 9/1/2033 6,400,000 5.00% 2.58% 115 3.73% 9/1/2034 6,690,000 5.00% 2.63% 120 3.83% 9/1/2035 6,990,000 5.00% 2.73% 125 3.98% 9/1/2036 7,305,000 5.00% 2.84% 125 4.09% 9/1/2037 7,635,000 5.00% 2.95% 125 4.20% 9/1/2038 7,980,000 5.00% 3.05% 125 4.30% 9/1/2039 8,335,000 5.00% 3.16% 125 4.41% 9/1/2040 8,710,000 5.00% 3.28% 125 4.53% 9/1/2041 9,105,000 5.00% 3.42% 125 4.67% 9/1/2042 9,515,000 5.00% 3.55% 125 4.80% 9/1/2043 9,940,000 5.25% 3.67% 120 4.87% 9/1/2044 10,390,000 5.25% 3.79% 120 4.99% 9/1/2045 11,425,000 5.25% 3.86% 120 5.06% 9/1/2046 13,075,000 5.25% 3.93% 120 5.13% 9/1/2047 13,665,000 5.25% 3.98% 120 5.18% *Indicative amortization schedule that may be subject to change 5 Please see additional important information and qualifications at the end of this material. Morgan Stanley City of Miami Community Redevelopment Agency Direct Purchase of Bonds Preliminary Terms and Conditions for Purchase NOTE: This Term Sheet constitutes a brief summary of certain, but not all, transaction terms and conditions for discussion purposes only. The summary that follows is subject to all approvals and does not constitute an offer or commitment. Disclaimer The information in this material was prepared by sales, trading, or other non -research personnel of Morgan Stanley for institutional investors. This is not a research report, and unless otherwise indicated, the views herein (if any) are the author's and may differ from those of our Research Department or others in the Firm. This material is not independent of the interests of our trading and other activities, which may conflict with your interests. 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This material may not be redistributed without the prior written consent of Morgan Stanley. © 2025 Morgan Stanley 6 Please see additional important information and qualifications at the end of this material. Morgan Stanley City of Miami Community Redevelopment Agency Lending in Bond Form — Purchase of Taxable Bonds Preliminary Terms and Conditions for Purchase NOTE: This Term Sheet constitutes a brief summary of certain, but not all, transaction terms and conditions for discussion purposes only. The summary that follows is subject to all approvals and does not constitute an offer or commitment. Transaction Overview Issuer/Borrower City of Miami Community Redevelopment Agency (the "CRA" or the "Agency") Purchaser Morgan Stanley Bank, N.A. ("MSBNA") or an affiliate Description The Purchaser will purchase the above captioned bonds of the Issuer (the "Bonds"), on or before the Closing Date. The Purchaser intends to hold the Bonds for investment; however, the Purchaser reserves the right to resell or distribute the Bonds, in whole or in part, to one or more qualified institutional buyers or other eligible investors, in accordance with applicable law. Security Payment of principal and interest on the Series 2026 Bond is secured by a first lien on and pledge of the Pledged Revenues, consisting of Increment Revenues deposited into the Redevelopment Trust Fund pursuant to Section 163.387, Florida Statutes, together with all amounts on deposit in the Restricted Debt Service Reserve Account. The Series 2026 Bond will be issued on parity with the CRA's Tax Increment Revenue Note, Series 2018A, and Tax Increment Revenue Note, Taxable Series 2018B Proceeds Proceeds of the Series 2026 Bond will be used to finance development and redevelopment projects within the bounds of the CRA, fund a deposit to the existing reserve fund, and pay costs of issuance Proposal Date Terms of Bond and Fees Principal Amount of Bonds Closing Date Tax Status Amortization Optional Redemption Coupon Type Term Fixed Rate Index Spread to Fixed Rate Index Form of Security Payment Frequency Day Count Basis Credit Ratings Rating Agencies Official Statement Debt Service Reserve Fund Continuing Disclosure November 21, 2025 Not to exceed $50,000,000 [To be a mutually agreed upon date between Purchaser and Borrower] Taxable None Make Whole Call Fixed 7 Years 7-Year UST +145 bps DTC eligible security with CUSIP Semi -Annual Actual / 360 None Required N/A None required An amount equal to the lesser of (i) Maximum Annual Debt Service, (ii) 125% of Average Annual Debt Service, or (iii) 10% of par amount At or prior to the Closing Date, the Borrower shall enter into a Continuing Disclosure Agreement substantially similar to its existing undertakings, such that as long as the Bonds 1 Please see additional important information and qualifications at the end of this material. Morgan Stanley City of Miami Community Redevelopment Agency Lending in Bond Form — Purchase of Taxable Bonds Preliminary Terms and Conditions for Purchase NOTE: This Term Sheet constitutes a brief summary of certain, but not all, transaction terms and conditions for discussion purposes only. The summary that follows is subject to all approvals and does not constitute an offer or commitment. are outstanding, the Continuing Disclosure Agreement shall be in full force and effect. Borrower will also agree to file any missing required disclosure information with EMMA prior to the Closing Date Authorized Denominations $100,000 Commitment Fee 0.250% of par, due on the Closing Date Terms and Covenants Transaction Documentation Same as that used for senior indebtedness on a parity with the Bonds, whether Resolution, Indenture, Loan Agreement, Lease and/or supplements thereto ("Bond Documents"). The Bonds, the authorization documents, the Bond Purchase Agreement, a bond counsel opinion acceptable to the Lender, the Continuing Disclosure Agreement and the Bond Documents are herein collectively referred to as the "Transaction Documents." Conditions & Representations • Customary for Bonds of this type, including but not limited to no material litigation or Event of Default • Delivery of all required legal opinions including opinions of Bond Counsel and Issuer's Counsel in form and substance satisfactory to Lender and their counsel • Delivery of executed or certified copies, as applicable, of all Transaction Documents • Delivery of a certificate evidencing that (a) no Default or Event of Default shall have occurred, (b) all representations, warranties, and covenants shall be true and correct, (c) no material litigation is pending or threatened and (d) no material adverse change has occurred with respect to the Issuer Covenants • Issuer covenants to pay the principal and interest on the Bonds pursuant to the Transaction Documents • Same as existing obligations issued under the Master Trust Indenture • The Issuer covenants to ensure that the increment revenues are equal to at least 1.50 times the maximum annual debt service on all debt obligations secured by the increment revenues ("DSCR Test") and will not take any action which would result in the increment revenues being less than 1.50 times the maximum annual debt service on all debt obligations secured by the increment revenues ("Non -Impairment") Purchaser reserves the right to request covenants subject to final credit diligence and approval. Extraordinary Redemption Any Extraordinary Redemption provision will have a redemption price of amortized value (purchase price less amortization of bond premium) Cost of Issuance Customary for a transaction of this nature, including but not limited to the costs of Borrower's counsel, Purchaser's Counsel, bond counsel, Borrower' s financial advisor, bond trustee, and master trustee. To be paid for by the Borrower Due Diligence The Lender shall be given the opportunity to conduct due diligence of the Borrower prior to the Closing Date Transfer Restrictions Transfer is limited to bank's affiliates, commercial banks or other Qualified Institutional Buyers unless Issuer consents Municipal Advisor Morgan Stanley Bank, N.A. nor any of its affiliates ("Morgan Stanley') is not recommending an action to you; (b) Morgan Stanley is not acting as an advisor to you and does not owe a fiduciary duty pursuant to Section 15B of the Exchange Act to you with respect to the information and material contained in this communication; (c) Morgan Stanley is acting for its own interests; (d) you should discuss any information and material contained in this 2 Please see additional important information and qualifications at the end of this material. Morgan Stanley City of Miami Community Redevelopment Agency Lending in Bond Form — Purchase of Taxable Bonds Preliminary Terms and Conditions for Purchase NOTE: This Term Sheet constitutes a brief summary of certain, but not all, transaction terms and conditions for discussion purposes only. The summary that follows is subject to all approvals and does not constitute an offer or commitment. Pricing Considerations Confidentiality Counsel and Documents communication with any and all internal or external advisors and experts that you deem appropriate before acting on this information or material. The information provided is for discussion purposes only in anticipation of entering into a direct purchase directly from you for Morgan Stanley's own account. The information contained herein is in anticipation of an arm's-length commercial transaction with the issuer, and as such, Morgan Stanley has financial and other interests that differ from those of the issuer and obligated persons. Any non -historical interest rates used herein are hypothetical and take into consideration conditions in today's market and other factual information such as the issuer's or obligated person's credit rating, geographic location and market sector. As such, these rates should not be viewed as rates that Morgan Stanley guarantees to achieve for the transaction should we purchase the bonds directly from the issuer. Any information about interest rates and terms for SLGs is based on current publically available information and treasury or agency rates for open -market escrows are based on current market interest rates for these types of credits and should not be seen as costs or rates that Morgan Stanley guarantees to achieve for the transaction. The preliminary terms and conditions contemplated herein are based upon certain assumptions made on behalf of the Borrower with regards to the credit of the Bonds, to comply with the continuing disclosure requirement and to permit the Bonds to trade in a format and price substantially similar to other parity obligations that presently exist in the marketplace. Considerations are subject to further due diligence, including but not limited to information requested on November 7, 2025, in accordance with the RFP. Should the facts and circumstances related to credit, disclosure or the ability of the Bonds to trade at substantially similar prices to other similar investments in the marketplace change versus what is described herein, the pricing indicated herein will be revised in order to compensate the Purchaser for the change in the value of the investment This document is intended for the internal use of the recipient only and may not be distributed externally or reproduced for external distribution in any form without express written permission from Purchaser Acceptance of Terms The pricing indicated herein remains subject to market conditions until the Term Sheet is executed by both the Issuer and the Lender. The proposal remains subject to additional due diligence and credit approval of the Lender. Upon acceptance of the proposal by both the Issuer and the Lender, documentation will be created which will include these terms and conditions as well as warranties and covenants specific to this transaction. The contents herein provide an indication of terms and are not a contract, commitment or intent to be bound. Purchaser's Counsel Nabors, Giblin & Nickerson, P.A. Estimated Counsel Fee $40,000.00 Legal Fees The Borrower shall be responsible for all reasonable fees incurred by the Purchaser with respect to Purchaser's Counsel 3 Please see additional important information and qualifications at the end of this material. Morgan Stanley City of Miami Community Redevelopment Agency Lending in Bond Form — Purchase of Taxable Bonds Preliminary Terms and Conditions for Purchase NOTE: This Term Sheet constitutes a brief summary of certain, but not all, transaction terms and conditions for discussion purposes only. The summary that follows is subject to all approvals and does not constitute an offer or commitment. Contacts Morgan Stanley & Co. LLC 1200 South Pine Island Road, Ste 800 Plantation, FL 33324 J.W. Howard Executive Director Phone: 954.509.3532 James.Howardgmorganstanley .com Morgan Stanley & Co. LLC 1585 Broadway, l lth Floor New York, NY 10036 Sandy Goldstein Executive Director Phone: 212.761.2890 Sandy . Goldstein@morgan Stanley .com Susan Lee Vice President Phone: 212.761.1778 Susan. Leegmorganstanley.com Please see additional important information and qualifications at the end of this material. 4 Morgan Stanley City of Miami Community Redevelopment Agency Lending in Bond Form — Purchase of Taxable Bonds Preliminary Terms and Conditions for Purchase NOTE: This Term Sheet constitutes a brief summary of certain, but not all, transaction terms and conditions for discussion purposes only. The summary that follows is subject to all approvals and does not constitute an offer or commitment. Disclaimer The information in this material was prepared by sales, trading, or other non -research personnel of Morgan Stanley for institutional investors. This is not a research report, and unless otherwise indicated, the views herein (if any) are the author's and may differ from those of our Research Department or others in the Firm. This material is not independent of the interests of our trading and other activities, which may conflict with your interests. We may deal in any of the markets, issuers, or instruments mentioned herein before or after providing this information, as principal, market maker, or liquidity provider and may also seek to advise issuers or other market participants. 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This information is distributed in Australia by Morgan Stanley Australia Limited A.B.N. 67 003 734 576, holder of Australian financial services license No. 233742, which accepts responsibility for its contents, and arranges for it to be provided to potential clients. In Australia, this report, and any access to it, is intended only for "wholesale clients" within the meaning of the Australian Corporations Act. For additional information and important disclosures see http://www.morganstanley.com/disclaimers. The trademarks and service marks contained herein are the property of their respective owners. Third -party data providers make no warranties or representations of any kind relating to the accuracy, completeness, or timeliness of the data they provide and shall not have liability for any damages of any kind relating to such data. This material may not be redistributed without the prior written consent of Morgan Stanley. © 2025 Morgan Stanley 5 Please see additional important information and qualifications at the end of this material. Appendix A Disclaimers Morgan Stanley DISCLAIMER Municipal Advisor Disclaimer (a) Morgan Stanley & Co. LLC ("Morgan Stanley") is not recommending an action to you; (b) Morgan Stanley is not acting as an advisor to you and does not owe a fiduciary duty pursuant to Section 15B of the Exchange Act to you with respect to the information and material contained in this communication; (c) Morgan Stanley is acting for its own interests; (d) you should discuss any information and material contained in this communication with any and all internal or external advisors and experts that you deem appropriate before acting on this information or material; and (e) Morgan Stanley seeks to serve as an underwriter on a future transaction and not as a financial advisor or municipal advisor. 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For Morgan Stanley customers who are purchasing or writing exchange -traded options, please review the publication `Characteristics and Risks of Standardized Options,' which is available from your account representative. The value of and income from investments may vary because of changes in interest rates, foreign exchange rates, default rates, prepayment rates, securities, prices of instruments or securities, market indexes, operational or financial conditions of companies or other factors. There may be time limitations on the exercise of options or other rights in instruments (or related derivatives) transactions. Past performance is not necessarily a guide to future performance. Estimates of future performance are based on assumptions that may not be realized Actual events may differ from those assumed and changes to any assumptions may have a material impact on any projections or estimates. Other events not taken into account may occur and may significantly affect the projections or estimates. Certain assumptions may have been made for modeling purposes only to simplify the presentation and/or calculation of any projections or estimates, and Morgan Stanley does not represent that any such assumptions will reflect actual future events or that all assumptions have been considered or stated. Accordingly, there can be no assurance that estimated returns or projections will be realized or that actual returns or performance results will not materially differ from those estimated herein Some of the information contained in this document may be aggregated data of transactions executed by Morgan Stanley that has been compiled so as not to identify the underlying transactions of any particular customer. 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This communication is directed in the UK to those persons who are eligible counterparties or professional clients and must not be acted on or relied upon by retail clients (each as defined in the UK Financial Services Authority's rules). This information is being disseminated in Hong Kong by Morgan Stanley Asia Limited and is intended for professional investors (as defined in the Securities and Futures Ordinance) and is not directed at the public of Hong Kong. This information is being disseminated in Singapore by Morgan Stanley Asia (Singapore) Pte. This information has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this information and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of this security may not be circulated or distributed, nor may this security be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions ot; any other applicable provision of the SFA. Any offering of this security in Singapore would be through Morgan Stanley Asia (Singapore) Pte, an entity regulated by the Monetary Authority of Singapore. This information is being disseminated in Japan by Morgan Stanley MUFG Securities Co., Ltd., Any securities referred to herein may not have been and/or will not be registered under the Financial Instruments Exchange Law of Japan (Law No. 25 of 1948, as amended, hereinafter referred to as the "Financial Instruments Exchange Law of Japan"). Such securities may not be offered, sold or transferred, directly or indirectly, to or for the benefit of any resident of Japan unless pursuant to an exemption from the registration requirements ot; and otherwise in compliance with the Financial Instruments Exchange Law and other relevant laws and regulations of Japan As used in this paragraph, `resident of Japan" means any person resident in Japan, including any corporation or other entity organized or engaged in business under the laws of Japan If you reside in Japan, please contact Morgan Stanley MUFG Securities for further details at+613-5424-5000. This information is distributed in Australia by Morgan Stanley Australia Limited A.B.N. 67 003 734 576, holder of Australian financial services license No. 233742, which accepts responsibility for its contents, and arranges for it to be provided to potential clients. In Australia, this report, and any access to it, is intended only for "wholesale clients" within the meaning of the Australian Corporations Act. For additional information, research reports and important disclosures see https://secure.ms.com/servlet/cls. The trademarks and service marks contained herein are the property of their respective owners. Third -party data providers make no warranties or representations of any kind relating to the accuracy, completeness, or timeliness of the data they provide and shall not have liability for any damages of any kind relating to such data. 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