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HomeMy WebLinkAboutCRA-R-14-0051City of Miami Legislation CRA Resolution: CRA-R-14-0051 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 14-00711 Final Action Date: 7/30/2014 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, WITH ATTACHMENTS, AMENDING AND SUPPLEMENTING RESOLUTION NO. CRA-R-12-0061 ADOPTED BY THE AGENCY ON SEPTEMBER 17, 2012, AS AMENDED AND SUPPLEMENTED BY RESOLUTION NO. CRA-R-13-0025 ADOPTED BY THE AGENCY ON MARCH 25, 2013 AND RESOLUTION NO. CRA-R-13-0039 ADOPTED BY THE AGENCY ON JUNE 24, 2013, WHICH RESOLUTION NO. CRA-R-12-0061, AS AMENDED AND SUPPLEMENTED (THE "RESOLUTION"), PROVIDED FOR THE ISSUANCE OF TAX INCREMENT REVENUE BONDS OF THE AGENCY TO FINANCE OR REFINANCE THE ACQUISITION AND CONSTRUCTION OF COMMUNITY REDEVELOPMENT PROJECTS IN THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AREA AND PROVIDED FOR AND AUTHORIZED THE ISSUANCE OF THE INITIAL SERIES OF TAX INCREMENT REVENUE BONDS THEREUNDER (THE "SERIES 2014A BONDS") FOR THE PURPOSE OF FINANCING CERTAIN GRANTS TO BE USED FOR THE CONSTRUCTION OR REHABILITATION OF AFFORDABLE HOUSING AND FINANCING THE CONSTRUCTION OF OTHER CAPITAL IMPROVEMENTS IN THE REDEVELOPMENT AREA; FOR THE PURPOSES OF AMENDING CERTAIN PROVISIONS OF THE RESOLUTION RELATING TO THE ISSUANCE OF ADDITIONAL BONDS AND PARITY OBLIGATIONS TO IMPROVE THE MARKETABILITY OF THE SERIES 2014A BONDS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2014A BONDS; AUTHORIZING A NEGOTIATED SALE OF THE SERIES 2014A BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $60,000,000; AUTHORIZING THE EXECUTIVE DIRECTOR OF THE AGENCY TO AWARD THE SALE OF THE SERIES 2014A BONDS TO WELLS FARGO BANK, NATIONAL ASSOCIATION; DELEGATING CERTAIN AUTHORITY TO THE EXECUTIVE DIRECTOR OF THE AGENCY FOR THE AUTHORIZATION, EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT WITH RESPECT THERETO, AND FOR THE APPROVAL OF THE FINAL TERMS AND DETAILS OF THE SERIES 2014A BONDS; APPOINTING THE REGISTRAR, PAYING AGENT, AUTHENTICATING AGENT AND FUNDS TRUSTEE FOR THE SERIES 2014A BONDS AND AUTHORIZING THE EXECUTION AND DELIVERY OF A FISCAL AGENT AGREEMENT; AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY LIMITED OFFERING MEMORANDUM AND THE EXECUTION AND DELIVERY OF A FINAL LIMITED OFFERING MEMORANDUM WITH RESPECT THERETO; AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT; AUTHORIZING THE ESTABLISHMENT OF A BOOK -ENTRY SYSTEM OF REGISTRATION FOR THE SERIES 2014A BONDS; ADOPTING POST -ISSUANCE COMPLIANCE PROCEDURES FOR TAX -ADVANTAGED BONDS PURSUANT TO CURRENT GUIDELINES OF THE INTERNAL REVENUE SERVICE WHICH WILL APPLY TO THE SERIES 2014A City of Miami Page 1 of 12 File Id: 14-00711 (Version: 1) Printed On: 10/17/2022 File Number: 14-00711 Enactment Number: CRA-R-14-0051 BONDS AND TO THE AGENCY'S TAX -ADVANTAGED BONDS HEREAFTER ISSUED; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on September 17, 2012, the Board of Commissioners (the "Board") of the Southeast Overtown/Park West Community Redevelopment Agency (the "Agency") duly adopted Resolution No. CRA-R-12-0061, as amended and supplemented by Resolution No. CRA-R-13-0025 adopted by the Agency on March 25, 2013 and Resolution No. CRA-R-13-0039 adopted by the Agency on June 24, 2013 (collectively, the "Resolution"), which authorized the issuance of the Agency's tax increment revenue bonds in an original aggregate principal amount not to exceed $60,000,000 for the purpose of financing all or part of the costs of certain grants to be used for the construction or rehabilitation of affordable housing and financing all or part of the costs of the construction of other capital improvements to be located in the Redevelopment Area, as described in the Resolution (collectively, the "Redevelopment Projects"); and WHEREAS, on April 29, 2013, The Honorable Daryl E. Trawick of the Circuit Court for the Eleventh Judicial Circuit, Miami -Dade County, Florida, entered a Final Judgment validating pursuant to Section 75.11, Florida Statutes, as amended, the Agency's issuance of tax increment revenue bonds in an aggregate principal amount not to exceed $50,000,000 for the purpose of financing all or part of the costs of the Redevelopment Projects; and WHEREAS, in order to finance the Redevelopment Projects, the Agency deems it to be in its best interest to issue its Southeast Overtown/Park West Community Redevelopment Area Tax Increment Revenue Bonds, Series 2014A (the "Series 2014A Bonds") in accordance with the provisions hereof and of the Resolution; and WHEREAS, the Agency desires to amend the Resolution for the purpose described in the title to this Supplemental Resolution and in the manner hereafter provided; and WHEREAS, due to the potential volatility of the market for tax-exempt obligations such as the Series 2014A Bonds and the complexity of the transactions relating to such Series 2014A Bonds, it is in the best interest of the Agency to sell the Series 2014A Bonds by a negotiated sale, allowing the Agency to enter the market at the most advantageous time, rather than at a specified advertised date, thereby permitting the Agency to obtain the best possible price and interest rate for the Series 2014A Bonds; and WHEREAS, the Agency anticipates receiving a favorable offer to purchase the Series 2014A Bonds from Wells Fargo Bank, National Association (the "Underwriter"), within the parameters set forth herein and as provided in the hereinafter defined Purchase Contract; and WHEREAS, inasmuch as the Agency desires to sell the Series 2014A Bonds at the most advantageous time and not wait for a scheduled meeting of the Board, so long as the parameters described herein are met, the Agency hereby determines to delegate the award and sale of the Series 2014A Bonds to the Executive Director (as defined herein) within such parameters and in the manner hereinafter described; and WHEREAS, the form, terms and details of the Series 2014A Bonds shall be determined in accordance with this Supplemental Resolution and the Resolution; and WHEREAS, the Resolution contemplates that the Series 2014A Bonds shall mature on such dates and in such amounts, shall bear such rates of interest, shall be payable in such places and shall be subject to such redemption provisions as shall be determined by Supplemental Resolution adopted by the Agency; and it is now appropriate that the Agency set forth the parameters and mechanism to determine such terms and details, which terms and details shall be set forth herein and in the Purchase Contract; and WHEREAS, the principal of and interest on the Series 2014A Bonds and all required debt service fund, reserve and other payments required by the Resolution and this Supplemental Resolution shall not be or constitute general or moral obligations or indebtedness or a pledge of the City of Miami Page 2 of 12 File Id: 14-00711 (Version: 1) Printed On: 10/17/2022 File Number: 14-00711 Enactment Number: CRA-R-14-0051 faith and credit of the Agency, the City, the County, the State of Florida or any other political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation, but shall be limited obligations of the Agency, payable solely from and secured by a lien upon and a pledge of the Pledged Revenues (as defined in the Resolution), in the manner and to the extent provided in the Resolution and this Supplemental Resolution; no Bondholder shall ever have the right directly or indirectly, 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 on any real or personal property to pay the Series 2014A Bonds or the interest or premium, if any, thereon or for the payment of any other amounts provided in the Resolution or this Supplemental Resolution; the Series 2014A Bonds and the indebtedness evidenced thereby shall not constitute a lien upon any other funds or property of the Agency, and no Bondholder shall be entitled to payment of such principal, interest and premium, if any, from any other funds of the Agency other than the Pledged Revenues, in the manner and to the extent provided in the Resolution or this Supplemental Resolution; and the Agency has no taxing power; and WHEREAS, the covenants, pledges and conditions in the Resolution shall be applicable to the Series 2014A Bonds herein authorized and the Series 2014A Bonds shall be on a parity in all respects with the Parity Obligations (as defined in the Resolution) and shall constitute "Bonds" within the meaning of the Resolution; and WHEREAS, the Agency is advised that the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations thereunder establish a number of eligibility requirements for tax-exempt bonds, including, but not limited to, restrictions on investments of bond proceeds, restrictions on expenditures of bond proceeds, restrictions on payments with respect to bond proceeds and requirements relating to the use of bond proceeds, that these eligibility requirements apply not only to actions taken on the date of issuance of bonds but also to actions taken after the date of issuance of bonds, and that the Internal Revenue Service has taken a number of actions to encourage issuers of tax-exempt bonds to adopt written post -issuance compliance procedures for tax -advantaged bonds; and the Board hereby finds and determines that it is in the best financial interests of the Agency to adopt written post -issuance compliance procedures for tax -advantaged bonds as provided herein. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, that: Section 1. Recitals and Findings. The recitals and findings contained in the Preamble to this Supplemental Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. Definitions. When used in this Supplemental Resolution, terms defined in the Resolution shall have the meanings therein stated except as such definitions shall be hereinafter amended and defined. Section 3. Authority for this Supplemental Resolution. This Supplemental Resolution is adopted pursuant to the provisions of Part III, Chapter 163, Florida Statutes, as amended, the Constitution of the State of Florida and all other applicable provisions of law. This Supplemental Resolution supplements the Resolution and the Series 2014A Bonds are being issued pursuant to Section 5.01, 5.02 and other applicable provisions of the Resolution. Section 4. Amendments to Resolution. (A) The definition of the term "Modified Pledged Tax Increment Revenues" is hereby amended and restated in its entirety to read as follows: "'Modified Pledged Tax Increment Revenues' means the Pledged Tax Increment Revenues received by the Agency in the immediately preceding Fiscal Year, modified to reflect the Pledged Tax Increment Revenues which the Agency would have City of Miami Page 3 of 12 File Id: 14-00711 (Version: 1) Printed On: 10/17/2022 File Number: 14-00711 Enactment Number: CRA-R-14-0051 received in such Fiscal Year (a) if (i) the total assessed valuation of the taxable real property in the Redevelopment Area used to determine the amount of Pledged Tax Increment Revenues to be received by the Agency in such Fiscal Year had been equal to the total assessed valuation of the taxable real property in the Redevelopment Area determined in the most recent Property Assessment Certification of the County Property Appraiser, or the total assessed valuation of such taxable real property after the final determination of all property assessment appeals to the property appraisal assessment board appointed under Florida law, whichever is most recent; and (ii) the millage rates of the taxing authorities contributing to the Redevelopment Trust Fund used to determine the amount of the Pledged Tax Increment Revenues to be received by the Agency in such Fiscal Year had such millage rates been reduced or rolled -back, in accordance with applicable law then in effect, to reflect the increase in the assessed valuation of the taxable real property in the Redevelopment Area set forth in clause (i) above, or the actual millage rates adopted by such taxing authorities subsequent to the most recent Property Assessment Certification referred to above, if then available; provided, however, that such Pledged Tax Increment Revenues determined in accordance with clause (i) and (ii) above shall be pro -rated for a partial year assessment, if applicable, and (b) with respect to the amount of the Pledged Tax Increment Revenues received by the Agency in each Fiscal Year prior to Fiscal Year 2017, assuming that the provisions of 5.e of the 2007 Interlocal Agreement were then in effect (Section 5.e of the 2007 Interlocal Agreement provides that for Fiscal Years 2017 through 2030, the Agency may not budget in excess of 50% of the tax increment revenues collected from certain projects described in the 2007 Interlocal Agreement and must return 45% of the tax increment revenues collected from such projects (the "2007 Interlocal Agreement TIF Revenues") to the taxing authorities which paid such revenues into the Redevelopment Trust Fund as provided therein), thereby resulting in a reduction in the amount of the Pledged Tax Increment Revenues available to the Agency in each such Fiscal Year in an amount equal to the assumed 2007 Interlocal Agreement TIF Revenues for such Fiscal Year." (B) Paragraph (iv) of Section 1002(a) of the Resolution is hereby amended and restated in its entirety to read as follows: "(iv) In the event any Additional Bonds or Parity Obligations are issued for the purpose of refunding any Bonds or Parity Obligations then Outstanding, the conditions of Section 1002(a)(ii) hereof shall not apply if (A) the final maturity date of the Additional Bonds or Parity Obligations being issued is not later than the final maturity date of the Bonds or Parity Obligations being refunded by such Additional Bonds, and (B) the Debt Service Requirement for the then current or any future Bond Year with respect to such Additional Bonds or Parity Obligations does not exceed the Debt Service Requirement for the then current or any future Bond Year with respect to the Bonds or Parity Obligations being refunded by such Additional Bonds or Parity Obligations. The conditions of Section 1002(a)(ii) hereof shall apply to Additional Bonds and Parity Obligations issued to refund Subordinated Indebtedness and to Additional Bonds and Parity Obligations issued for refunding purposes which cannot meet the conditions of the first sentence in this paragraph (iv)." Section 5. Description of the Series 2014A Bonds. Each of the Executive Director of the Agency and the Assistant Director of the Agency is hereby appointed as an authorized representative of the Agency for purposes of executing and delivering the Series 2014A Bonds and related documentation in connection with the issuance of the Series 2014A Bonds (each of whom is City of Miami Page 4 of 12 File Id: 14-00711 (Version: 1) Printed On: 10/17/2022 File Number: 14-00711 Enactment Number: CRA-R-14-0051 hereinafter referred to as "Executive Director"). The Agency hereby authorizes the issuance of a series of Bonds in the aggregate principal amount not to exceed $60,000,000 to be known as the "Southeast Overtown/Park West Community Redevelopment Agency Tax Increment Revenue Bonds, Series 2014A" (or such other designation as shall be determined by the Executive Director) for the principal purpose of financing certain grants to be used for the Redevelopment Projects. The aggregate principal amount of Series 2014A Bonds to be issued pursuant to the Resolution shall be determined by the Executive Director on or prior to the sale of the Series 2014A Bonds; provided such aggregate principal amount shall not exceed $60,000,000. The Series 2014A Bonds shall be dated their date of delivery (or such other date as shall be determined by the Executive Director), shall be issued in the form of fully registered Bonds in denominations of $100,000 or in any integral multiple of $5,000 in excess thereof, shall be numbered consecutively from one upward in order of maturity preceded by the letter "R", shall bear interest from their dated date, payable semi-annually, on March 1 and September 1 of each year (the "Interest Dates"), commencing on March 1, 2015 (or such other date as shall be determined by the Executive Director). If the aggregate principal amount of the Series 2014A Bonds to be issued pursuant to the Resolution exceeds $50,000,000, the Series 2014A Bonds shall consist of two subseries. Series 2014A Bonds in an aggregate principal amount not to exceed $50,000,000 shall be designated as the "Southeast Overtown/Park West Community Redevelopment Agency Tax Increment Revenue Bonds, Series 2014A-1" and bear a statement in substantially the following form: "This bond is one of a series of bonds which were validated by judgment of the Circuit Court for the Eleventh Judicial Circuit, in and for Miami -Dade County, Florida, rendered on April 29, 2013." Series 2014A Bonds to be issued in an aggregate principal amount in excess of the aggregate principal amount of $50,000,000, but not to exceed $60,000,000, shall be designated as the "Southeast Overtown/Park West Community Redevelopment Agency Tax Increment Revenue Bonds, Series 2014A-2" and shall not bear a statement regarding validation. The Registrar and Paying Agent shall keep books for the registration of the Series 2014A Bonds and for the registration of transfers of the Series 2014A Bonds. The Series 2014A Bonds shall be transferable by the Holder thereof in person or by his attorney duly authorized in writing only to a Qualified Institutional Buyer upon the books of the Agency kept by the Registrar and Paying Agent and only upon the surrender thereof together with a written instrument of transfer satisfactory to the Registrar and Paying Agent duly executed by the Holder or his duly authorized attorney. Upon the transfer of the any such Series 2014A Bond, the Agency shall cause to be issued in the name of the transferee (which must be a Qualified Institutional Buyer) a new Series 2014A Bond or Bonds. Interest payable on the Series 2014A Bonds on any Interest Date shall be paid by check or draft of the Registrar and Paying Agent to the holders in whose names such Series 2014A Bonds shall be registered at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding such Interest Date. Notwithstanding the foregoing, interest shall be paid by wire transfer or such other payment method required by DTC (as defined below), or any successor securities depository, to the account of DTC or successor depository or its nominee when the Series 2014A Bonds are registered to Cede & Co. or any successor nominee. In the event the interest payable on any Series 2014A Bond is not punctually paid or duly provided for by the Agency on such Interest Date, such defaulted interest will be paid to the holder in whose name such Series 2014A Bond shall be registered at the close of business on a special record date for the payment of such defaulted interest as established by notice to such holder, not less than 15 days preceding such special record date. Such notice shall be mailed to the persons in whose names the Series 2014A Bond are registered at the close of business on the fifth day preceding the date of mailing. Principal of the Series 2014A Bonds is payable upon presentation City of Miami Page 5 of 12 File Id: 14-00711 (Version: 1) Printed On: 10/17/2022 File Number: 14-00711 Enactment Number: CRA-R-14-0051 and surrender of the Series 2014A Bonds at the designated office of the Registrar. All payments of principal, premium, if applicable, and interest on the Series 2014A Bonds shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. From and after any maturity date or any date fixed for redemption as designated in any notice given pursuant to Section 7 hereof (deposit of moneys for the payment of the principal or redemption price of and/or interest on such Series 2014A Bonds having been made by the Agency and notice of redemption having been given to the extent required hereunder), notwithstanding that any of such Series 2014A Bonds shall not have been surrendered for payment and cancellation, no further interest shall accrue upon the principal of such Series 2014A Bonds after such date, no interest shall accrue upon the interest which shall have accrued and shall then be due on such date, and such Series 2014A Bonds shall cease to be entitled to any lien, benefit or security under the Resolution, and the holders shall have no rights in respect of such Series 2014A Bonds except to receive, but solely from the Pledged Funds or other moneys set aside by the Agency for such purpose, payment of such principal or the redemption price thereof and unpaid interest accrued to the due date or redemption date. The Series 2014A Bonds shall bear interest at such rates (calculated on the basis of a 360-day year of twelve 30-day months) and yields, shall mature on March 1 of each of the years and in the principal amounts corresponding to such years, and shall have such redemption provisions as determined by the Executive Director, upon the advice of Public Financial Management (the "Financial Advisor"), subject to the conditions set forth in Section 6 hereof. All of the terms of the Series 2014A Bonds will be included in a Bond Purchase Agreement which shall be in substantially the form attached hereto and made a part hereof as Exhibit B (the "Purchase Contract"). The Executive Director is hereby authorized to execute the Purchase Contract in substantially the form attached hereto as Exhibit B with such modifications as the Executive Director deems appropriate upon satisfaction of the conditions described in Section 6 hereof. Execution by the Executive Director of the Purchase Contract shall be deemed to be conclusive evidence of approval of such modifications. In the event that the Executive Director determines, upon the advice of the Financial Advisor, that it is in the best interest of the Agency that the Series 2014A Bonds be secured by a subaccount in the Reserve Account, the Purchase Contract shall state that the Series 2014A Bonds shall be secured by a subaccount in the Reserve Account and set for the amount of the Reserve Requirement with respect to such subaccount. Section 6. Conditions to Execution of Purchase Contract. The Purchase Contract shall not be executed by the Executive Director until such time as all of the following conditions have been satisfied: (A) Receipt by the Executive Director of a written offer to purchase the Series 2014A Bonds by the Underwriter substantially in the form of the Purchase Contract attached hereto as Exhibit B, said offer to provide for, among other things, (i) not less than $43,500,000 in sale proceeds (including original issue premium and original issue discount, if any) and not exceeding $60,000,000 aggregate principal amount of Series 2014A Bonds, (ii) an aggregate underwriting discount (including management fee and expenses) with respect to the Series 2014A Bonds not in excess of 0.9% of the aggregate par amount of the Series 2014A Bonds, (iii) an aggregate true interest cost with respect to the Series 2014A Bonds of no more than 6.50%, and (iv) the maturities of the Series 2014A Bonds, with the final maturity being not later than March 31, 2030. (B) The Executive Director shall have determined, upon the advice of the Financial Advisor, the redemption terms and Amortization Installments, if any, for the Series 2014A Bonds in accordance with Section 7 hereof. City of Miami Page 6 of 12 File Id: 14-00711 (Version: 1) Printed On: 10/17/2022 File Number: 14-00711 Enactment Number: CRA-R-14-0051 (C) Receipt by the Executive Director of a disclosure statement and a truth -in -bonding statement of the Underwriter dated the date of the Purchase Contract and complying with Section 218.385, Florida Statutes. (D) Receipt by the Executive Director from the Underwriter of a good faith deposit in an amount at least equal to 1.00% of the preliminary aggregate par amount of the Series 2014A Bonds set forth on the cover page of the hereinafter described Preliminary Limited Offering Memorandum. (E) Receipt by the Executive Director of a report of the Financial Advisor stating the preceding conditions have been met. Upon satisfaction of all the requirements set forth in this Section 5, the Executive Director is authorized to execute and deliver the Purchase Contract containing terms complying with the provisions of this Section 5. The Series 2014A Bonds shall be sold to the Underwriter pursuant to the provisions of such Purchase Contract. Notwithstanding the foregoing, in the event the Purchase Contract is not executed and delivered by the Agency and the Underwriter on or before December 31, 2014, the Executive Director's authority to award the sale of the Series 2014A Bonds to the Underwriter and to execute the Purchase Contract for and on behalf of the Agency pursuant to the terms hereof shall be automatically terminated on December 31, 2014. Section 7. Redemption Provisions for Series 2014A Bonds. The Series 2014A Bonds may be redeemed, in whole or in part, prior to their respective maturities at the option of the Agency from any moneys legally available therefor, upon notice as provided below, upon the terms and provisions as determined by the Executive Director, upon the advice of the Financial Advisor; provided, however, with respect to optional redemption terms for the Series 2014A Bonds, if any, the first optional redemption date may be no later than March 1, 2025 and there shall be no call premium. The Executive Director, upon the advice of the Financial Advisor, may determine that the Series 2014A Bonds are not subject to optional redemption prior to maturity. Term Bonds may be established with such Amortization Installments as the Executive Director deems appropriate and upon the advice of the Financial Advisor. The redemption provisions and Amortization Installments, if any, for the Series 2014A Bonds shall be set forth in the Purchase Contract. Section 8. Book -Entry. Notwithstanding any provisions set forth in the Resolution or this Supplemental Resolution, the Series 2014A Bonds shall be initially issued in the form of a separate single certificated fully registered bond certificate for each of the maturities of each series of the Series 2014A Bonds. Upon initial issuance, the ownership of each such Series 2014A Bond shall be registered in the registration books kept by the Registrar and Paying Agent in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). All of the outstanding Series 2014A Bonds shall be registered in the registration books kept by the Registrar and Paying Agent in the name of Cede & Co., as nominee of DTC. As long as the Series 2014A Bonds shall be registered in the name of Cede & Co., all payments of principal on the Series 2014A Bonds shall be made by the Registrar and Paying Agent by check or draft or by bank wire transfer to Cede & Co., as holder of the Series 2014A Bonds, upon presentation of the Series 2014A Bonds to be paid, to the Registrar and Paying Agent. With respect to the Series 2014A Bonds registered in the registration books kept by the Registrar and Paying Agent in the name of Cede & Co., as nominee of DTC, the Agency and the Registrar and Paying Agent shall have no responsibility or obligation to any direct or indirect participant in the DTC book -entry program (the "Participants"). Without limiting the immediately preceding sentence, the Agency and the Registrar and Paying Agent shall have no responsibility or obligation with respect to (A) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the Series 2014A Bonds, (B) the delivery to any Participant or any other person other than a Series 2014A Bondholder, as shown in the registration books kept by the Registrar and Paying Agent, of any notice with respect to the Series 2014A Bonds, including any City of Miami Page 7 of 12 File Id: 14-00711 (Version: 1) Printed On: 10/17/2022 File Number: 14-00711 Enactment Number: CRA-R-14-0051 notice of redemption, or (C) the payment to any Participant or any other person, other than a Series 2014A Bondholder, as shown in the registration books kept by the Registrar and Paying Agent, of any amount with respect to principal of, redemption price, if applicable, or interest on the Series 2014A Bonds. The Agency and the Registrar and Paying Agent shall treat and consider the person in whose name each Series 2014A Bond is registered in the registration books kept by the Registrar and Paying Agent as the holder and absolute owner of such Series 2014A Bond for the purpose of payment of principal, redemption price, if applicable, and interest with respect to such Series 2014A Bond, for the purpose of giving notices of redemption and other matters with respect to such Series 2014A Bond, for the purpose of registering transfers with respect to such Series 2014A Bond, and for all other purposes whatsoever. The Registrar and Paying Agent shall pay all principal of, redemption price, if applicable, and interest on the Series 2014A Bonds only to or upon the order of the respective holders, as shown in the registration books kept by the Registrar and Paying Agent, or their respective attorneys duly authorized in writing, as provided herein and all such payments shall be valid and effective to fully satisfy and discharge the Agency's obligations with respect to payment of principal, redemption price, if applicable, and interest on the Series 2014A Bonds to the extent of the sum or sums so paid. No Person other than a holder, as shown in the registration books kept by the Registrar and Paying Agent, shall receive a certificated Series 2014A Bond evidencing the obligation of the Agency to make payments of principal, redemption price, if applicable, and interest pursuant to the provisions of this Resolution. Upon delivery by DTC to the Agency of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the words "Cede & Co." shall refer to such new nominee of DTC; and upon receipt of such notice, the Agency shall promptly deliver a copy of the same to the Registrar and Paying Agent. Upon (A) receipt by the Agency of written notice from DTC (i) to the effect that a continuation of the requirement that all of the outstanding Series 2014A Bonds be registered in the registration books kept by the Registrar and Paying Agent in the name of Cede & Co., as nominee of DTC, is not in the best interest of the beneficial owners of the Series 2014A Bonds or (ii) to the effect that DTC is unable or unwilling to discharge its responsibilities and no substitute depository willing to undertake the functions of DTC hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, or (B) determination by the Agency that such book -entry only system is burdensome or undesirable to the Agency and compliance by the Agency of all applicable policies and procedures of DTC regarding discontinuance of the book entry registration system, the Series 2014A Bonds shall no longer be restricted to being registered in the registration books kept by the Registrar and Paying Agent in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names holders shall designate, in accordance with the provisions of the Resolution. In such event, the Agency shall issue, and the Registrar and Paying Agent shall authenticate, transfer and exchange the Series 2014A Bonds of like principal amount, series and maturity, in denominations of $100,000 or any integral multiple of $5,000 in excess thereof to the holders thereof. The foregoing notwithstanding, until such time as participation in the book -entry only system is discontinued, the provisions set forth in the "Blanket Letter of Representations" previously executed b the Agency and delivered to DTC shall apply to the payment of principal of, redemption price, if applicable, and interest on the Series 2014A Bonds. Section 9. Form of Series 2014A Bonds. The text of the Series 2014A Bonds, togethr th the Registrar's Certificate of Authentication shall be substantially in the form attached hereto as Exhibit A, with such omissions, insertions and variations as may be necessary or desirable and authorized or permitted by the Resolution, this Supplemental Resolution or any subsequent resolution adopted prior to the issuance thereof, or as may be necessary to comply with applicable laws, rules and regulations of the United States, the State of Florida and the Agency in effect upon the issuance thereof. Every Bond authenticated and delivered under this Supplemental Resolution, including any issued upon transfer, exchange or replacement of such Bond, shall be issued and delivered only to "Qualified Institutional Buyers" as defined in Rule 144A of the Securities Act of 1933, as amended, and each Bond shall bear on its face a legend stating such restriction in substantially the following City of Miami Page 8 of 12 File Id: 14-00711 (Version: 1) Printed On: 10/17/2022 File Number: 14-00711 Enactment Number: CRA-R-14-0051 form: THIS BOND IS SUBJECT TO TRANSFER RESTRICTIONS. THE INITIAL PURCHASER HEREOF AND ANY SUBSEQUENT TRANSFEREE, BY PURCHASING THIS BOND, AGREES FOR THE BENEFIT OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, THAT THIS BOND MAY BE TRANSFERRED, RESOLD OR ASSIGNED ONLY TO ANOTHER QUALIFIED INSTITUTIONAL BUYER. NOTWITHSTANDING ANYTHING IN THE RESOLUTION OR THIS BOND TO THE CONTRARY, NO TRANSFER, RESALE OR ASSIGNMENT OF THIS BOND SHALL BE EFFECTIVE UNLESS THE TRANSFER, RESALE OR ASSIGNMENT OF THIS BOND IS TO ANY PURCHASER, TRANSFEREE, ASSIGNEE OR PARTICIPANT THAT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW. ANY TRANSFER, RESALE, ASSIGNMENT OR OTHER DISPOSITION OF THIS BOND, OR ANY PARTICIPATION HEREIN, SHALL BE IN EACH CASE ONLY IN A MANNER THAT DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER, AND ANY APPLICABLE STATE SECURITIES LAWS. THIS BOND SHALL BE ISSUED AND SOLD, AND MAY ONLY BE TRANSFERRED, IN DENOMINATIONS OF $100,000 OR ANY INTEGRAL MULTIPLE OF $5,000 IN EXCESS THEREOF. Section 10. Application of Series 2014A Bond Proceeds. Subject in all respects to the satisfaction of the conditions set forth in Section 6 hereof, the proceeds derived from the sale of the Series 2014A Bonds shall be applied by the Agency simultaneously with the delivery thereof as follows: (A) A sufficient amount of the proceeds of the Series 2014A Bonds shall be applied to pay costs of issuance of the Series 2014A Bonds. (B) If the Series 2014A Bonds are to be secured by a subaccount in the Reserve Account, as provided in Section 5 hereof, an amount equal to the Reserve Requirement for such subaccount shall be deposited into such subaccount in the Reserve Account. (C) The remainder of the proceeds of the Series 2014A Bonds shall be deposited into the account in the Construction Fund established under the Resolution with respect to the Redevelopment Projects financed in whole or in part by the Series 2014A Bonds. Section 11. Compliance with Internal Revenue Code; Adoption of Post -Issuance Compliance Procedures for Tax -Advantaged Bonds. The Agency covenants that it shall comply with all requirements of the Code that must be satisfied in order for the interest on the Series 2014A Bonds to be excluded from gross income for federal income tax purposes as described in the opinion of its bond counsel delivered in connection with the issuance of the Series 2014A Bonds. The Agency covenants and agrees that it will also comply in all respects with the Non -Arbitrage and Tax Law Compliance Certificate to be executed in connection with the issuance of the Series 2014A Bonds and any other instructions from its bond counsel, whether delivered in connection with or subsequent to the issuance and sale of the Series 2014A Bonds, in order to comply with all provisions of the Code compliance with which is required to maintain the tax-exempt status of the interest payable on the Series 2014A Bonds as described in said bond counsel opinion. The Executive Director is hereby assigned all compliance responsibilities relating to tax-exempt bonds of the Agency, including, but not limited to, compliance with federal income tax requirements relating to investments of bond proceeds, expenditures of bond proceeds, payments with respect to bond proceeds, the use of bond proceeds, and rebate of excess earnings on certain "non -purpose investments." Pursuant to current guidelines of the Internal Revenue Service, the Agency hereby adopts the Post -Issuance Compliance Procedures for Tax -Advantaged Bonds, in substantially the form attached hereto and made a part hereof as Exhibit C (the "Compliance Procedures"), which will apply to the Series 2014A Bonds and to the Agency's tax -advantaged bonds hereafter issued. The Executive Director is hereby authorized and directed to execute and implement the Compliance Procedures. City of Miami Page 9 of 12 File Id: 14-00711 (Version: 1) Printed On: 10/17/2022 File Number: 14-00711 Enactment Number: CRA-R-14-0051 Section 12. Limited Offering Memorandum. The use of a Preliminary Limited Offering Memorandum in connection with the marketing of the Series 2014A Bonds to Qualified Institutional Buyers as described in Section 9 hereof is hereby authorized. The Preliminary Limited Offering Memorandum in substantially the form attached hereto as Exhibit D (the "Preliminary Limited Offering Memorandum") is hereby approved subject to such changes, insertions and omission and such filling in of blanks therein as may be approved by the Executive Director and the Finance Officer. The Executive Director and the Finance Officer are hereby authorized to approve and execute, on behalf of the Agency, the final Limited Offering Memorandum relating to the Series 2014A Bonds with such changes from the Preliminary Limited Offering Memorandum, within the authorizations and limitations contained herein and in the Resolution, as the Executive Director and the Finance Officer in consultation with Disclosure Counsel and Bond Counsel in the sole discretion of the Executive Director and the Finance Officer may approve, such execution to be conclusive evidence of such approval. The Executive Director is hereby authorized to provide for the printing of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum by the lowest and most responsive bidder therefore and the payment of the cost of such printing is hereby authorized to be paid from the proceeds of the Series 2014A Bonds. The Executive Director and the Finance Officer are each hereby further authorized to execute and deliver on behalf of the Agency any supplement or amendment to the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum as may be required under the provisions of the Purchase Contract or otherwise to comply with the federal securities laws, after consultation with Disclosure Counsel and Bond Counsel; provided, however, only one such person is required to so execute and deliver such supplement or amendment. The Series 2014A Bonds shall be offered and sold only to purchasers reasonably believed by the Underwriter to be Qualified Institutional Buyers, and each initial purchaser of the Series 2014A Bonds (for this purpose excluding the Underwriter, but including all persons purchasing Series 2014A Bonds in the initial offering through the Underwriter) shall execute and deliver at closing an investor letter substantially in the form attached as an exhibit to the Purchase Contract. Section 13. Appointment of Fiscal Agent. Subject in all respects to the satisfaction of the conditions set forth in Section 6 hereof, Regions Bank, Jackosnville, Florida, is hereby designated as the "Fiscal Agent" for the Series 2014A Bonds. The Executive Director is hereby authorized to execute and deliver, and the Clerk of the Board of the Agency, is hereby authorized to attest and affix the official seal of the Agency to, a fiscal agent agreement with respect to the Series 2014A Bonds pursuant to which the Fiscal Agent will act as the Registrar and Paying Agent, authenticating agent and funds trustee with respect to the Series 2014A Bonds as provided in the Resolution, in substantially the form attached hereto as Exhibit E, with such changes, amendments, modifications, omissions and additions, as may be approved by the Executive Director (the "Fiscal Agent Agreement"). Execution by the Executive Director of such Fiscal Agent Agreement shall be deemed to be conclusive evidence of approval of such changes. Section 14. Continuing Disclosure. Subject in all respects to the satisfaction of the conditions set forth in Section 6 hereof, the Agency hereby covenants and agrees that, in order to provide for compliance by the Agency with the continuing disclosure requirements of the Rule, it will provide certain continuing disclosures consisting of financial information and operating data, financial statements and notices. In order to describe and specify the terms of the Agency's continuing disclosure commitment, including provisions for enforcement, amendment and termination, the Executive Director is hereby authorized and directed to execute and deliver, in the name and on behalf of the Agency, the Continuing Disclosure Agreement, in substantially the form attached hereto as Exhibit F (the "Continuing Disclosure Agreement"), subject to such changes, modifications, insertions and omissions and such filling of blanks therein as may be approved by the Executive Director, after consultation with the Agency's disclosure counsel, D. Seaton and Associates ("Disclosure Counsel"). Digital Assurance Certification, L.L.C. ("DAC") is hereby appointed as the "Disclosure Dissemination Agent" under the Continuing Disclosure Agreement. If required by DAC, City of Miami Page 10 of 12 File Id: 14-00711 (Version: 1) Printed On: 10/17/2022 File Number: 14-00711 Enactment Number: CRA-R-14-0051 the Executive Director is authorized to execute and deliver on behalf of the Agency DAC's standard disclosure dissemination agent agreement, with such changes, modifications, insertions and omissions and such filling in of blanks therein as may be approved by the Executive Director, after consultation with Disclosure Counsel. The execution of the Continuing Disclosure Agreement and any disclosure dissemination agent agreement for an on behalf of the Agency by the Executive Director shall be deemed conclusive evidence of the Agency's approval of the Continuing Disclosure Agreement and such disclosure dissemination agent agreement. Notwithstanding any other provisions of this Supplemental Resolution, any failure by the Agency to comply with any provisions of such Continuing Disclosure Agreement shall not constitute a default under the Resolution or this Supplemental Resolution and the remedies therefor shall be solely as provided in the Continuing Disclosure Agreement. The Executive Director is further authorized to establish, or cause to be established, procedures and policies, including, but not limited to, the creation of a task force or committees, 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 Disclosure Counsel. The Executive Director, acting in the name an on behalf of the Agency, shall be entitled to rely upon any legal advice provided by Disclosure Counsel in determining whether a filing should be made. Section 15. General Authority. The Executive and the other officers, attorneys and other agents or employees of the Agency are hereby authorized to do all acts and things required of them by this Supplemental Resolution, the Resolution, the Continuing Disclosure Agreement, the Fiscal Agent Agreement or the Purchase Contract or desirable or consistent with the requirements hereof or of the Resolution, the Continuing Disclosure Agreement, the Fiscal Agent Agreement or the Purchase Contract for the full punctual and complete performance of all the terms, covenants and agreements contained herein or in the Series 2014A Bonds, this Supplemental Resolution, the Resolution, the Continuing Disclosure Agreement, the Fiscal Agent Agreement and the Purchase Contract, and each member, employee, attorney and officer of the Agency is hereby authorized and directed to execute and deliver any and all papers and instruments and to be and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated hereunder. Section 16. No Personal Liability. No representation, statement, covenant, warranty, stipulation, obligation or agreement herein contained, or contained in the Series 2014A Bonds or the Resolution, or in any certificate or other instrument to be executed on behalf of the Agency in connection with the issuance of the Series 2014A Bonds, shall be deemed to be a representation, statement, covenant, warranty, stipulation, obligation or agreement of any member of the Board, officer, attorney, employee or agent of the Agency in his or her individual capacity, and none of the foregoing persons nor any officer of the Agency executing the Series 2014A Bonds, or any certificate or other instrument to be executed in connection with the issuance of the Series 2014A Bonds, shall be liable personally thereon or be subject to any personal liability or accountability by reason of the execution or delivery thereof. Section 17. Severability and Invalid Provisions. If any one or more of the covenants, agreements or provisions herein contained shall 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 separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof or of the Series 2014A Bonds. Section 18. Resolution to Continue in Force. Except as herein expressly provided, the Resolution and all the terms and provisions thereof are and shall remain in full force and effect. Section 19. Effective Date. This Supplemental Resolution shall become effective immediately upon its adoption. City of Miami Page 11 of 12 File Id: 14-00711 (Version: 1) Printed On: 10/17/2022 File Number: 14-00711 Enactment Number: CRA-R-14-0051 City of Miami Page 12 of 12 File Id: 14-00711 (Version: 1) Printed On: 10/17/2022